Avantis Systems Terms and Conditions of Sale
1. DEFINITIONS AND EFFECT OF CONDITIONS
a) The company means Avantis Systems Ltd.
b) These conditions shall apply to and be incorporated in every agreement between the company and any person, firm or company (“the customer”) under which the company supplies goods or services at the request of the customer, except where a separate contract exists between customer and the company.
c) These conditions shall supercede all earlier conditions of the company.
d) These conditions shall take precedence over any conditions of the customer and shall not be varied without the written consent of a Director of the company.
a) Any delivery dates quoted whether verbally or otherwise are estimates only and in regard to such date time shall not be of the essence.
b) Delivery of the goods to the customer’s address or any other place stipulated by him shall constitute delivery and the risk therein shall pass upon such delivery to the customer.
c) The company shall be entitled to make partial deliveries, or deliveries by instalments and these conditions shall apply to each partial delivery. All goods will be delivered (or credited) not more than 28 days after the original invoice date.
3. FRUSTRATION Etc. (Force Majeure)
The company will not be deemed to be in breach of any of its obligations under the agreement or otherwise be liable to the customer due to delay in performing or any failure to perform any such obligations by reason of any cause or event beyond the company’s control including without limitation breakdown of plant or machinery, strike or industrial dispute, shortage of materials or failure of or delay in receiving supplies, act of war (whether declared or not), act of God, or any law regulation of any government or any local or municipal authority. If any such event continues for more than 28 days the company may terminate the agreement forthwith by written notice to the customer without prejudice to the accrues rights of either party.
a) Unless otherwise stated in any prices quoted by the company are:
i. Exclusive of value added tax any other taxes
ii. Exclusive of carriage and insurance
iii. Exclusive of any release certificates
b) and the company shall charge extra in respect of the above items.
c) Prices quoted are those current at the time of quotation and the price payable by the customer shall be that which is current at the time of delivery to the customer.
d) Where agreed call offs are not adhered to by the customer, the company reserves the right to amend the price structure in accordance with the quantities delivered.
a) The price is payable on demand and is dependant on the type of account opened.
i. Pre-Paid account: All invoices must be paid in full before goods leave the company’s premises
ii. Credit account: All invoices must be paid in full not later than 30 days from date of invoice.
b) The company reserves the right to suspend deliveries where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative terms of payment agreed in writing.
c) Where payment is not made in accordance with paragraph (a) hereof the customer shall pay interest on any unpaid amounts calculated at 3% above Barclays Bank PLC’s base rate for the time being in force calculated on a daily basis.
d) No cash or other discounts allowed unless agreed in writing.
e) If the company is able to deliver some items comprising the goods the subject of an agreement but unable to deliver all such items due to causes beyond its control (including but not limited to the examples referred to in Condition 3 hereof) the customer shall pay for such items as are delivered.
6. TELEPHONED ORDERS
The customer agrees to send the company written confirmation of any telephoned orders duly marked with any confirmation reference given by the company otherwise the company cannot accept liability for any duplication of delivery that may occur.
7. TITLE OF GOODS
a) Immediately upon delivery to the customer of any goods agreed to be sold by the company to the customer the customer shall become the Bailee thereof and the customer shall store such goods in a suitable and separate place where they may be readily identified as the property of the company. The legal title thereto shall be retained by the company as Bailor. The risk in the goods shall pass from the company to the customer upon delivery of such goods to the customer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the customer until the company has received in cash or cleared funds payment in full for all goods delivered to the customer under this and all other contracts between the company and the customer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of interest or other sum payable under the terms of this and all other contracts between the company and the customer under which the goods were delivered.
b) Notwithstanding the terms of (a) above, the customer shall be entitled before discharging its obligations to the company to resell the goods or any of them. Upon such resale and without derogating from the company’s other remedies (including its right to trace) the customer shall have a fiduciary duty to hold the proceeds of sale upon trust for the company until such time as all the customers indebtedness to the company under any contract sale entered into between them or otherwise shall have been discharged.
c) The company may at any time revoke the right of the customer to resell the goods or any of them.
d) The customer grants to the company an irrevocable license to enter upon its premises for the purpose of inspecting the goods, taking an inventory and reposing the same, should the buyer be in breach of any contract entered into between the company and the customer.
8. DRAWINGS Etc.
All drawings, descriptive weights, dimensions and the descriptions and illustrations contained in company’s sales literature and price lists are approximate only and shall not form part of any agreement. In addition, technical documents issued either before or after the conclusion of any agreement for the use or information of the customer and such other information as may be supplied to the customer including specifications shall not be copied reproduced or communicated to any third party without the company’s prior written consent.
9. LOSS OR DAMAGE IN TRANSIT
a) The company will not be responsible for damage to any of the goods or loss of the goods or part thereof in transit unless the customer gives written notice of a claim to the company and the carrier
i. in case of damage within three days of receipt of the goods
ii. in case of loss or shortage within three days of the date of the invoice.
b) The customer will be asked to sign a copy of the company’s carriers’ delivery manifest as acknowledgement of receipt of the goods. The customer should inspect the goods thoroughly as an unqualified signature shall be deemed to signify the customer’s acceptance that the goods are in good condition.
a) If within 12 calendar months of being delivered any defect of the goods is discovered which is directly due to faulty materials of workmanship, or if a valid claim is made by the customer under Condition 9(a)(i) hereof, the company will at its discretion remedy the defect or damage by replacement or repair or give credit to the customer.
b) The guarantee will be subject to the following conditions:
i. It will not apply to any defect or damage resulting from any alteration or modification without the company’s prior written consent, incorrect storage, normal wear and tear, misuse or abnormal conditions of use, incorrect installation by anyone other than the company, maintenance or repair not carried out by the company, use which is not in accordance with the company’s instructions, any act or omission of the customer or any third party or any fault in any other goods or equipment.
ii. The customer must obtain by telephone or by written application a Returns Authorisation (RMA) number from the company in respect of any such defect or damage. RMA numbers are valid for 28 days from the date of issue and if the goods are not returned during that period a new RMA must be requested.
iii. Allegedly defective or damaged goods must be returned to the company carriage paid at its published address with the original packaging and where applicable all related manuals and accessories. A valid RMA number must clearly be marked on the outside of the packaging. Any items received without a valid RMA number will be refused.
iv. If the customer makes any claim in relation to any goods falling outside the terms of this guarantee the company will charge the customer a standard handling charge. Any repairs to the goods deemed by the company will be subject to a quotation and will not be carried out until the company receives authorisation from the customer.
v. The guarantee will apply to goods replaced or repaired under the guarantee for the balance of the original guarantee period.
11. EXCLUSION OF LIABILITY
a) Except where provided otherwise in these conditions, the company shall be under no liability of any kind however caused whether or not due to the negligence or wilful default of its servants or agents arising out of or in connection with the goods. All conditions, warranties or other terms, whether express or implied, statutory or otherwise, are hereby expressly excluded providing that nothing in this paragraph shall exclude or restrict any liability of the company for death or personal injury resulting from the negligence of the company, its servants or agents.
b) In any event the company’s liability shall be limited to direct loss and shall not include indirect or consequential loss.
c) The company shall not be liable for the loss or damage to software programs or other stored information during the upgrade or repair of any goods whether or not the same are under warranty.
12. RETURNED GOODS AND CANCELLATIONS
The customer shall not return any goods (except in accordance with Condition 10) or cancel orders without the company’s previous written consent. Such consent will not be given where goods have been specially purchased by the company to meet the customer’s requirements. If the company at its discretion gives consent, it reserves the right to make a cancellation charge of 25% (or such higher percentage as may be notified to the customer when such consent is given by the company) of the contract price of the goods plus VAT.
13. TRAINING, INSTALLATION & PROFESSIONAL SERVICES
Where a customer orders training, installation or professional services courses from Avantis, the following additional conditions will apply:
a) All orders for professional services must be accompanied by an official Purchase Order and will be subject to an agreed booking schedule.
b) A minimum of 21 days advance booking is required for all services, and is subject to availability.
c) Invoices will be raised for professional services booking on receipt of order. Delivery dates can only be guaranteed once payment has been received.
d) Should changes be necessary to the booked service date, the customer must notify Avantis in writing no less than 7 days prior to the commencement of the service. Notification less than 7 days prior to the commencement date will incur a change fee equal to 20% of the cost of the service.
e) No refunds will be offered in the event of cancellation by the customer.
f) Where circumstances dictate, Avantis reserves the right to alter published programmes, trainers or fees without prior notice. In the event of a service or course being cancelled, a refund of the course fee will be made but no compensation will be paid for any additional costs incurred by the customer.
g) Avantis may at its discretion engage the services of certified 3rd party sub-contractors to provide delivery of all professional services on its behalf.
h) Avantis does not accept responsibility for anyone acting as a result of information or views expressed on its training courses including course material. Opinions expressed are those of individual trainers and not necessarily those of Avantis.
14. COPYRIGHTS, PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS
a) The customer acknowledges that rights in respect of trade marks, trade names, copyrights, patents and other intellectual property rights connected with the goods do not pass to the customer.
b) The customer agrees to indemnify the company against all liabilities costs and expenses which the company may incur as a result of work done in accordance with the customer’s specifications which involve infringement of any patent or other proprietary right.
The company reserves the right to sub-contract any part of the work or supply of any goods or services.
16. CONSTRUCTION AND USE
The company shall not be responsible for adapting or modifying any goods to conform to statutory requirements not current at the time of acceptance of the order.
The heading of these conditions are for convenience only and shall have no effect on the interpretation thereof.
The company shall be entitled by notice in writing to terminate any agreement without prejudice to any claim or right the company may otherwise make or exercise where
i. the customer is in breach of any term condition or provision of this agreement or required by law
ii. the customer shall go into liquidation (except for the purpose of reconstruction) or if any petition or resolution to wind up the customer shall be presented or if a receiver is appointed of the customer’s undertaking property or assets or if a distress shall be levied upon any of the customer’s property or if the customer shall commit any act of bankruptcy.
This agreement shall be governed by and construed in accordance with English law and the Courts of England shall have jurisdiction to hear all disputes arising in connection with the agreement.