These conditions shall apply to and shall govern all sales, supplies, services, deliveries of goods, materials and other products (the ”products”) by AKS Heat Transfer (the “Company”) to any individual, firm, company or any other person (the “Buyer”) to the exclusion of any conditions of order or purchase of the Buyer or any other standards, specifications, conditions or particulars of or adopted by the Buyer unless expressly accepted in writing by the Company as part of the Contract.
No order placed in response to the Companies quotation will be binding unless accepted by the Company in writing.
The quantity, quality and description of the products shall be specified by the Buyer and agreed in writing by the Company. The Buyer shall satisfy itself that the products specified are suitable for the purpose for which the Buyer intends to use them.
The Company reserves the right to make modifications in the specification without notification to the Buyer provided that such modifications will not materially affect the performance of the products in their intended application as notified by the Buyer to the Company.
WARRANTY; LIMIT OF RESPONSIBILITY
(i) The Buyer shall notify the Company of failure of the products within seven days of such failure occurring in writing and shall attempt no repairs himself and shall return the products to the Company at his own expense. The extent of any claim will not exceed the total amount of the original contract.
(a) The Company warrants that it will, at its option, repair free of charge or replace the products in the event of mechanical failure within a period of 12 months for new products or 3 months repaired/service exchange products limited warranty to the extent of original contract, (or such other period as may be stipulated by the Company) in writing from the date of delivery.
(b) A claim in respect of any defect or failure to comply with the specification or order or in respect of any delivery or instalment of an order or any part thereof shall not entitle the Buyer to cancel or refuse delivery of or payment for any other order, delivery or instalment or any part of the same order, delivery or instalment.
(c) The Company will require a reasonable period of time to carry out any repairs or replacements.
Where the Buyer orders products of a type, size or quality not normally produced by the Company. The Company will use all reasonable endeavours to execute the order, but if it proves impossible, impracticable or uneconomical to carry out or complete the order, the Company reserves the right to cancel the contract or the uncompleted balance thereof in which event the Buyer will only be liable to pay for the part actually delivered.
LOSS OR DAMAGE IN TRANSIT
The Company accepts no responsibility in any circumstances for any damage, shortage or loss in transit. It is the sole responsibility of the buyer to take out any insurance if they decide it is required, regardless if carriage is arranged by the company on behalf of the buyer.
(a) Subject to any agreement to the contrary delivery shall be at the Company’s place of business and the risk in the products shall pass to the Buyer on delivery.
(b) Any delivery dates specified are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery, The Company will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver if the duration of the delay is not substantial or if the delay or failure to deliver is due to any causes whatsoever beyond the Company’s control or of an unexpected or exceptional nature.
(c) No delay shall entitle the Buyer to reject any delivery or any further instalment or part of the order or any other order from the Buyer or to repudiate the contract or the order.
EXAMINATION OF GOODS
All complaints or claims must be notified to the Company within 7 days of the delivery of the products and confirmed within 7 days thereafter in writing and the absence of such notification and confirmation shall be conclusive evidence in any proceedings that the Company has fully and properly discharged all its obligations under the contract.
RETURN/CANCELATION OF GOODS OR SERVICES
Goods or services ordered in accordance with the Buyers order may later be returned to the Company only with agreement and permission in writing from AKS. For standard stock and service items the Buyer will be required to pay the Company a handling charge of 25% of the invoiced price for the returned goods. In the case of special and non-standard items the handling charge will be 100% of the quoted or invoiced price.
TERMS AND PAYMENT
(a) Prices quoted are net prices and are subject to VAT where applicable. Accounts are due for payment within 30 days of the date of invoice and any balance unpaid after
30 days shall carry interest at 8% per annum above the base rate of HSBC Bank PLC from time to time or as stated in writing.
(b) Failure to pay for any products or for any delivery or instalment shall entitle the Company to suspend further deliveries and work both on the same order and on any other order from the Buyer without prejudice to any other right the Company may have.
TITLE IN THE GOODS
(a) The risk in the products passes to the Buyer as in clause 7 hereof.
(b) Title in all products sold under these Conditions shall be retained by the Company until payment in full of the purchase price together with payment in full of the price of any products which are subject to any contract between the Company and the Buyer. Until such payment the Buyer shall hold the products in such a way as to be identifiable as the property of the Company and as bailee on behalf of an in fiduciary capacity for the Company.
(c) In the event of any disposal of the products by the Buyer prior to payment in full of the purchase price the Buyer shall hold the proceeds of the sale in a fiduciary capacity for the Company. Such proceeds of sale shall be placed in a separate account of the Buyer so as to be identifiable as the property of the Company. Any such sub-sale by the Buyer shall as between the Buyer and the Company be affected by the Buyer as agent for the Company but as between the Buyer and the sub-purchaser shall be affected by the Buyer as principal.
(d) If products, the property of the Company, are mixed with products, the property of the Buyer or are processed with or incorporated therein the products thereof shall become the sole and exclusive property of the Company until payment in full by the Buyer of the purchase price of the products. The Company shall have full power and title to dispose of and sell such admixed goods provided that the Company having applied the proceeds received from the sale of the admixed goods in satisfaction of the outstanding balance of the price owed to it by the Buyer shall account for the remainder to the Buyer.
(e) In the event of non-payment by the Buyer by the due date the Company shall be entitled to any and all rights available to it to enter any premises where the products may be and to recover possession of them.
The Buyer shall indemnify the Company against all actions, costs (including the cost of defending any legal proceedings), claims proceedings, accounts and damages in respect of any infringement of any patent, registered design, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Company with the buyers instructions, whether express or implied.
The Contract shall be governed by and construed in accordance with English Law and the Buyer hereby submits to the jurisdiction of the English Courts.