Terms and Conditions of Sale
1.1 AIGUILLE ALPINE EQUIPMENT (“AA”) does business with its buyers under the Terms and Conditions set forth herein. AA hereby rejects any terms and conditions contained in any Buyer purchase order or other business forms or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically included or varied in writing by a director or other authorised representative of AA which are different from or in addition to the terms stated herein.
1.2 “Buyer” means the person or company whose order for the goods is accepted by AA.
1.3 “goods” means the goods (including any installment of the goods) and services which AA is to supply in accordance with these conditions. Any reference in these terms and conditions to singular includes plural.
1.4 “carrier” means such person or company notified to AA by the buyer as being authorised by the buyer to take delivery of the goods on its behalf.
2. Acceptance of Orders
2.1 Orders received may be subject to written confirmation by AA. Upon the issue of an order acknowledgement the buyer must notify AA of any amendment within 48 hours. In all other cases the customer will be liable to meet any costs associated with the subsequent amendment or cancellation of any orders.
2.2 Any quotation given by AA is valid for 30 days only.
3.1 The price of the goods shall be the price stated in the quotation or such other price expressly agreed in writing.
3.2 Prices stated are Ex-Works and include VAT but do not include any other tax or duties payable by AA, which will be added to invoice wherever applicable.
4. Price Changes
AA shall have the right to reduce or increase prices to the Buyer at any time without prior notice, except with respect to orders which have been accepted prior to such price modification.
5. General Terms of Payment and Financial Requirements
5.1 Terms are NETT 30 DAYS from the date of Invoice for Buyers to whom AA extends credit, except where otherwise agreed in writing by AA. Time of payment shall be of the essence for all contracts between AA and the Buyer to which these Terms and Conditions apply.
5.2 A LATE PAYMENT CHARGE OF FOUR (4%) PERCENT OVER BASE RATE PER ANNUM WILL BE IMPOSED ON ANY PORTION OF ACCOUNT NOT PAID WITHIN TERMS STATED ON INVOICE.
However, if this rate exceeds the maximum rate permitted under applicable law or regulations, the charge shall be reduced to the maximum allowable rate.
5.3 AA May offer special payment and/or shipment terms. In such event, these special terms shall supersede the general terms of payment and/or shipment, provided that such special terms are fully stated in an AA invoice, signed by an authorised representative of AA and such invoice is accepted by AA.
5.4 AA shall have the right to change its financial requirements at any time.
6. Returns and Replacement
6.1 The Buyer shall inspect the goods upon delivery and shall notify AA in writing within 14 days of receipt of AA’s notification of any dispatch of any deficiency or damage. Notification of any such damage not discoverable upon reasonable inspection shall be within 14 days of the actual date of discovery. AA reserves the right to vary notification procedure and shall be as devised by AA in writing from time to time.
6.2 Defective goods will be accepted for replacement or repair at AA’s option only with prior authorisation from AA’s head office. Goods returned are not to exceed quantity authorised.
6.3 On notification of damaged or defective goods by the Buyer, AA shall have the right to examine the applicable goods and shipping records at the Buyers location.
6.4 Goods shall be returned by the Buyer within 14 days of request by AA.
6.5 AA reserves the right to charge the Buyer for all reasonable repackaging costs of replacement goods.
The Buyer agrees that it has read the Terms and Conditions of Sale, that they have been explicitly negotiated and that they have become a part of the basis of its bargain with AA.
7.1 AA’s aggregate liability, if any, to Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective goods which gave rise to such liability in respect of any occurrence or series of occurrences.
7.2 Subject to this condition 7:
7.2.1 All conditions and representations expressed or implied by statute, common law, or otherwise in relation to the goods are hereby excluded save for liability for death or personal injury caused by negligence.
7.2.2 AA Shall have no liability for any indirect or consequential losses or expenses suffered by the Buyer, howsoever caused, and excluding without limitation loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
8. Changes in Products and Policies
8.1 AA may at any time add, change or cease making available any goods without notice to the Buyer, and the Buyer shall have no claim against AA for failure to furnish goods of the type previously sold.
8.2 AA may at any time change warranty without incurring any liability to Buyer.
9.1 Time of delivery shall not be of the essence to any contract to which these Terms and Conditions apply and shall not be made so by the service of any notice. AA reserves the right to make partial deliveries.
9.2 Delivery shall take place when the goods are handed over to the carrier unless otherwise expressed in writing.
9.3 If delivery is made by installments any delay in transport or delivery of any particular installment or delivery of faulty goods in any one installment shall not entitle the Buyer to repudiate the whole contract nor relieve the Buyer of his obligation to accept and pay for the remaining installments.
9.4 Risk in the goods shall pass to the Buyer on delivery of the goods to the carrier and the Buyer shall insure the goods thereafter.
10.1 AA shall not be in breach of contract, without prejudice to any other provision in this contract.
10.1.1 In the event that the dimensions of the goods ordered are within a margin of 10% (ten percent) of the specification of goods. Any such excess or shortage will be charged for or deducted pro rata.
10.1.2 Unless and until AA have been given a reasonable opportunity to amend (at its option) any defect in the goods.
11.1 Notwithstanding delivery and passing of risk, title to the goods shall not pass to the Buyer but shall be retained by AA until the agreed price for the goods (together with accrued interest) and all other amounts owed by the Buyer in respect of any other contract for the sale of goods has been paid.
Without prejudice to any other of AA’s rights, until such time as title in the goods has passed to the Buyer:-
11.1.1 AA shall have absolute authority to retake, sell, or otherwise deal with or dispose of all, any or part of the goods in which the title remains vested in AA;
11.1.2 For the purpose specified in the forgoing sub-paragraph, AA or any of its agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises in which the Goods or any part thereof are located, or are reasonably believed so to be, and repossess the Goods;
11.1.3 AA shall be entitled to seek a court injunction to prevent the Buyer from selling, transferring or otherwise disposing of the Goods.
11.1.4 The Buyer shall store or otherwise denote the goods in respect of which the title remains with AA in such a way that the same are clearly identifiable as the property of AA.
- Notwithstanding that title to the Goods has not passed, AA shall be entitled to sue for the unpaid purchase price once the due date for payment thereof has passed.
- AA shall retain title to all patterns and prototypes produced by AA even if and including patterns taken off customers patterns or prototypes for production purposes.
12. Breach by Buyer
12.1 If the Buyer shall commit any material breach of its obligations hereunder or shall commit an act of bankruptcy or (being a corporation) shall go into liquidation other than for the purpose of reconstruction or amalgamation or shall suffer the appointment of a receiver of any of his or its property or make any deed or arrangement with or composition for the benefit of any of his or its creditors, or if in the opinion of AA, the Buyer’s credit becomes impaired, AA shall have the following rights and remedies in addition to any other rights and remedies provided by applicable law:
12.1.1 AA Shall have the right forthwith to terminate the contract or any part of it.
12.1.2 All sums shall become immediately due and payable, notwithstanding any credit terms previously in effect.
12.1.3 AA may refuse any order placed by the Buyer.
12.1.4 AA may Cancel any accepted orders or delay shipment of any order.
12.1.5 If credit previously has been extended by AA to the Buyer, and AA elects to make further sales to the Buyer, AA may require payments on a COD or cash-in-advance basis.
12.1.6 In the event collection of sums due from the Buyer to AA is referred to lawyers or debt recovery agents for which AA is insured or if proceedings are brought to collect such sums or to enforce the rights of AA, the Buyer agrees to pay all costs, commissions, administration charges and reasonable fees, including such costs and fees incurred in any appeal or proceedings and in executing on any judgment.
13. Force Majeure
13.1 AA shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by AA being prevented, hindered, delayed, cancelled or rendered uneconomic by reason of circumstances or events beyond AA`s control (“force majeure circumstances”) including but not limited to strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire flood, storm, difficulty or increased expense in obtaining workers, material or transport or other circumstances affecting the supply of the goods or of raw materials by AA`s normal source of supply or the manufacture of the goods by AA`s normal means or the delivery of goods by AA`s normal route or means of delivery.
13.2 In force majeure circumstances AA may in its sole discretion terminate any contract for the supply of goods pursuant to the Terms and Conditions or cancel delivery of goods to the Buyer or may, with the agreement of the Buyer, deliver goods at a agreed rate of delivery commencing after suspension of deliveries.
13.3 If due to force majeure circumstances AA has insufficient stocks to meet all its commitments, AA may apportion available stocks between its customers at its sole discretion.
AA shall be entitled to a general lien on all goods and property owned by the Buyer in AA`s possession (although the Buyer may have paid for the same in full) in satisfaction of the whole or part as the case may be of the unpaid price of any goods sold and delivered to the Buyer under any contract. AA shall be entitled to offset any sum or sums owing by it to the Buyer against any sums owed by the Buyer to AA.
15. Set Off
No payments due to AA may be withheld nor may any counterclaims of the Buyer be set off against any payment due.
If any of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect, whether in whole or part, such invalidity, illegality or unenforceability shall not prejudice the effectiveness of the rest of the Terms and Conditions or the remainder or any part of a Term or Condition affected.
No waiver by AA of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
18. Governing Law
Any contract to which these Terms and Conditions apply shall be governed by, and construed in accordance with English Law and the Buyer submits to the jurisdiction of the English Courts.