1. Definitions
In the context of these Conditions, the word 'Seller'
shall mean Autosonics Ltd, the word 'Buyer' shall
mean the recipient of an order, the word 'Goods' shall
be construed as the articles or things and the word
'Services' means the work described in the order.
2. Contract
An order placed with the Seller shall only be binding
on the Seller or deemed to be accepted by the Seller
on the basis of acceptance in all respects of these
Conditions of Sale. The Seller shall not be bound by
any terms and conditions set out in the Buyer’s order
and these Conditions of Sale shall supersede and
prevail over any other terms and conditions stipulated
or referred to by the Buyer.
3. Delivery Delays
Any time or date for deliveries specified by the Seller
is an approximate business estimate. Delivery dates
are not, however, subject to any condition, guarantee,
warranty or representation and there shall be no
liability upon the Seller in respect of any loss or
damage incurred by the Buyer arising from a delivery
delay; in this event the Buyer will not be entitled to
refuse to accept delivery or to repudiate or cancel the
contract. Late delivery shall not affect the obligation
of the Buyer to pay the price of the Goods.
4. Cancellation
If at anytime the Buyer cancels his order for the
Goods or any part thereof the Seller shall be entitled
to recover from the Buyer all costs, charges,
expenses and losses of whatever nature, including
without prejudice to the foregoing generally, all direct,
indirect and consequential losses incurred by the
Seller as a result of a cancellation.
5. Returns
Goods may only be returned with the prior
agreement, in writing of the Seller. Any goods
returned without written prior agreement of the Seller
will be returned to the Buyer and a handling charge
plus all carriage costs will be made.
6. Payment
Unless otherwise agreed in writing between the Seller
and the Buyer payment of all sums due to the Seller
in terms of the contract will be made within 30 days of
the date of the invoice. The Seller shall have the
right to charge interest (which shall accrue from day
to day) on all sums which may at any time be
overdue for payment in terms of the contract (from
the time such sums become due until such sums
have been paid to the Seller in full) at the rate of 4%
per annum above Bank of Scotland base rate: such
interest will be calculated daily and charged monthly
and be paid by the Buyer on demand by the Seller.
7. Title to the Goods
(A) The property in the Goods shall not pass to the
Buyer until the whole purchase price thereof and
all other sums due in terms of the contract for the
sale or supply of the Goods has been received by
the Seller.
(B) Notwithstanding that the property has not passed
to the Buyer, the Buyer shall be at liberty to resell
the Goods, but any such resale shall be deemed
to be for the account of the Seller until such time
as the whole purchase price shall have been paid
in full.
(C) If, prior to the passing of property of the Goods,
the buyer processes the Goods or mixes them
with other goods, ownership of the processed or
mixed Goods shall remain so vested until such
time as the whole purchase price has been paid
in full.
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(D) In the event that:
i. on the expiry of any credit period the Seller
shall not have received payment in full for
the Goods or any part-delivery thereof, or
ii. a Receiver or Manager is appointed over
the whole or part of the assets of the Buyer,
or
iii. a Resolution is passed or a petition is
presented for the winding up of the Buyer,
or
iv. the Buyer commits an act of bankruptcy or
becomes notour bankrupt
the Seller shall be entitled to require the Buyer
at the Buyer’s own expense to return
immediately to the Seller such of the Goods as
have not been paid for in full and should the
Buyer fail to do so the Seller is irrevocably
authorised by the Buyer without such notice to
enter any premises occupied by the Buyer for
the purpose of collecting and removing such of
the Goods and the Buyer shall be responsible
for (and shall, on demand, reimburse the Seller
with) all the Seller’s costs and expenses in
connection with such collection and removal.
8. Prices
All prices listed or quoted are subject to change and
prices charged are correct at the time of despatch of
the goods.
9. Limitation of Liability
(A) If any Goods supplied by the Seller are defective
(the Seller alone has the right to determine
whether goods are defective) or do not
correspond to the specification ordered by the
Buyer the Seller’s liability shall be limited to the
replacement of the goods. The Seller shall not
under any circumstances be liable for any
consequential loss, loss of profits or any damage
suffered by the Buyer howsoever arising in aspect
of any goods supplied by the Seller.
(B) If a claim is made by the Buyer the Seller shall be
entitled to examine the Goods which are subject
to the claim and to remove the Goods or any part
thereof for testing.
(C) No test of Goods by the Buyer will be recognised
by the Seller unless it is carried out strictly in
accordance with a method agreed by the Seller
as being suitable.
10. Force Majeure
If the Seller is unable to perform all or any of its
obligations under the contract by reason of (but
without prejudice to the generality of the foregoing)
strikes, lock outs, fire, flood, drought, Act of God, riot,
failure by sub-contractor or supplier to perform, any
statute, byelaw, rule, order or requisition made or
issued by any government department or other
happening beyond its control, then the Seller shall not
be held responsible for any loss incurred by the
Buyer or for which the Buyer may be liable to third
parties.
11. Ruling Law
The contract and these Conditions of Sale shall be
governed by and construed in all respects in
accordance with the law of Scotland.
12. Separate and Severable
Each Clause and Sub-Clause in these Conditions of
Sale is separate and severable and enforceable
accordingly.
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