Abbey Systems (Wales) Ltd.
General Terms and Conditions of Sale
1.VALIDITY OF TERMS
1.1. Present Terms and conditions, unless there is specific agreement with the Customer, are applicable to all our offers and the contract signed with the Customer and will be enforceable as soon as it has been accepted by both parties in writing.
Acceptance of these terms and conditions means adherence (adhesion) to the content thereof, which will cover our contractual relationship.
2.CONTRACT CONCLUSION, SIGNED ACCEPTANCE CERTIFICATE
2.1 Upon written acceptance of Customers order on behalf of our Company Contract after a cooling off period of 5 days is considered as concluded.
2.2 Upon delivery - by the Customer package for products transportation constitutes Customer own property not transferable to our Company.
3.DELIVERY TIME, PARTIAL DELIVERY
3.1 Delivery time of products is agreed with the Customer to be in months, weeks or days.
3.2 If any changes, modifications or alterations are requested by the Customer, after order acceptance by our Company, delivery time shall be extended accordingly in order our Company to proceed in the above changes, alterations requested; for any additional cost incurred due to these alterations, modifications or changes Customer shall be promptly informed to acknowledge above cost incurred payment or not. Our Company is not committed to execute Customer's changes, alterations, etc. in case Customer does not accept the cost related to changes concerned, etc.
3.3 DIVISIBILITY - Where delivery is to be made by instalments, each delivery shall be deemed for such purposes to be the subject of a separate contract and any failure whatsoever by the seller in respect of any one delivery shall not entitle the buyer to repudiate the contract or any instalments remaining to be delivered thereunder.
4.LATENESS, DELAYS OR PRODUCTS DELIVERY
4.1 For delays in orders execution by our Company and consequently delays in time delivery of ordered products Customer has the right after 2 weeks grace period for every full calendar week of delay to claim us a penalty an amount equivalent of 1% of the products delayed. In any case penalty amount due can not exceed 5% of the total value ordered.
4.2 In case of delay, after grace period is passed, Customer has the right if a reasonable time for order execution or products delivery given by the Customer is not maintained by our Company, to cancel orders execution or products delivery and is entitled to withdraw or terminate the contract in 2 months periods commencing from the date reasonable time for order execution or products delivery passed without results. In case aforementioned period is passed and the Customer has not exercised this right it is considered, the Customer waives the right concerned.
5.PRICES, METHODS OF PAYMENT
5.1 Prices for this contract considered as "ex-factory - Abbey Systems (Wales) Ltd. suppliers" plus Value Added Tax as per case is applied. The amounts referred at the invoices issued by our Company are paid without any reductions or discounts.
5.2 Prices are remained valid for 3 months after the Customer's acceptance. Upon expiration of above period of 3 months our Company has the right to readjust products prices except the non on time performance of products delivery due to our Company fault.
5.3 Customer's payments for products ordered should be effected directly by Company's main establishment at The Workshop, Henlana Mills, St. Dogmaels, Pembrokeshire, SA43 3HS.
5.4 Upon order acceptance by our company Customer except of special agreements, shall pay 50% as down payment of the total value of order. The remaining amount of order, i.e. 50% will be paid, unless otherwise agreed, with the Customer on date of completion.
5.5 Trade Customers only, total amount due 30 days from date of delivering goods.
5.6 In case above mentioned payments are not effected within time limit specified above, our Company is entitled to exercise any right provided by the Law (interest payments, indemnification etc.)
5.7 Payments with cheques, notes, bill of exchange can be accepted, only upon special agreements with the Customer, and only as payment means and not as underwriting guaranties.
6.OWNERSHIP WITHHOLDING & RIGHTS OF POSSESSION
6.1 Until the full and complete payment of products ordered and delivered to the Customer, our Company has the right to withhold the title and ownership of the products ordered and delivered to the Customer. In addition we have the right to suspend delivery of the rest of the order in case delivered part or portion of the order concerned payment is overdue.
7.DEFECTS, OMISSIONS, WARRANTS
7.1 Our company warrants that our products are free from defects and will conform to agreed workmanship in accordance with the drawings and specifications of our offer. A 12 month warranty period is given upon dispatch date to the Customer (delivery readiness notification to the Customer). In case of defects of products delivered to the Customer affecting the use thereof, according to the contract or agreed and accepted conditions, of the products are not performed (or lacked) our technical department, upon prior notification, shall proceed in the proper rectification, completion, performance required without delay.
7.2 Affected products or products lacked of conditions agreed are rectified or performed with our Company costs and expenses in the proper time as the case required.
7.3 The warranties provided in this article are not applicable to products damaged or affected after delivery, totally or partially, by misuse or negligence of the Customer (especially for extremely high voltage, misuse of the refolding mechanism, wrong establishment, assembly, storing). Our Company is not liable for normal wear and tear of the products in use, electrochemical and electrical influences except for willful misconduct or gross negligence arising from our side.
7.4 The warranty provided in this article and our liabilities arising there from is not exceeding a period of 12 months from the time title and risks of products are transferred to the Customer.
7.5 In case of modifications, alterations to our products by the Customer, without our consent or approval, the warranties provided in this contract are not applicable.
7.6 Products delivered to the Customer shall be checked and reviewed for contract and order requirement conformance by the Customer. After a period of 3 days upon products delivery, is passed, products concerned are considered as accepted with no reservations by the Customer. It is clearly agreed that no claim brought against our Company arising from this contract can be assigned to third parties.
8.SETTLEMENT OF DISPUTES
8.1 This Agreement shall be subject to English law.
8.2 At the first instance the parties will use reasonable endeavours and act in good faith to resolve any disputes or claims that may arise in connection with this Agreement through both parties negotiating, represent by individuals at a senior level within the respective organisations.
