SALES CONTRACT - TERMS & CONDITIONS
We Managed Asset Services Limited (hereafter referred to as ‘we’, ‘us’ or ‘our’ as the case requires) accept requests or orders for parts or goods including all issued accompanying documentation and original packaging (the ‘Equipment’) from you the customer (hereafter referred to as ‘you’ or ‘your’ as the case requires) subject to the following general terms and conditions of sale (‘Conditions’).
1. Application of Conditions: subject to any express variation agreed by us with you in writing, the contract between us in respect of any order from you (whether written or verbal) and any acceptance by us (the “Contract”) shall be based on these Conditions to the exclusion of all other terms and conditions. You confirm that you have not relied upon any statement, promise or representation made or given by us that is not set out in the Contract.
2. Quotations and Orders: any quotation from us to you in respect of Equipment is valid for a period of thirty days and is an invitation by us to you to place an order for the supply by us of Equipment as set out in such quotation subject always to these Conditions. Nothing in the quotation or this Contract guarantees the availability of any Equipment for which a quotation is provided nor does it require us to accept any order from you. We may, at our absolute discretion, prior to the acceptance by us of any order from you in respect of the Equipment for which a quotation is provided sell the Equipment to a third party. All prices quoted in a currency other than Pounds Sterling are converted from Pounds Sterling to the relevant currency at the exchange rate current on the date of the quotation (the exchange rate to be used is at our absolute discretion). We reserve the right to adjust any quotation stated in a currency other than Pounds Sterling in the event that the exchange rate used for the quotation changes plus or minus 2 percent during the thirty day validity period of the quotation.
3. Price and Title: the price for the Equipment shall be the total amount as shown on the face of the Contract invoice and any applicable value added tax chargeable thereon and any other sums that may be chargeable under these Conditions (the “Price”). The items included in the Price are as detailed in either any quotation delivered by us to you or on the face of the Contract invoice. In the event of any conflict the information on the face of the Contract invoice shall take precedence. Until the Price has been paid in full, title to and property in the Equipment, shall remain with us and you shall hold the Equipment for our benefit and on our behalf and insure the Equipment at your own expense for its full replacement value and keep the Equipment separate in a safe place and in the same condition and label it as our property. We shall be entitled at any time to recover and sell the Equipment and accordingly you agree to return the Equipment to us on our giving you notice. Our rights and remedies under this clause are in addition to and shall not prejudice or otherwise restrict the exercise by us of any other rights and remedies that we may have under the Contract including, without limitation, bringing legal proceedings to recover the Price.
4. Payment: payment of the Price shall be made by you to us in the amount and currency shown on the face of the Contract invoice and shall be paid in full in cleared funds prior to delivery of the Equipment. Time of payment for any part of the Price under the Contract is of the essence. Payment may be by cheque, credit or debit card (subject to a service charge of 3.5% of the Price) or by bank transfer (without deduction of your bank charges which are to be paid by you) to the relevant bank account specified in the Contract invoice. Payment shall not be deemed to be made until we are in receipt of cleared funds.
5. Late Payment: should you fail to pay us any sum due pursuant to the Contract, you shall be liable to pay interest to us on such sum from the date due for payment (being 30 days from the date of the Contract invoice) at the annual rate of 3% above the base lending rate from time to time of Lloyds TSB Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment.
6. Packaging and Administration: any additional packaging and/or administration needed to ensure safe delivery, or to meet export or import requirements or as requested by you shall be subject to an additional charge which shall be set out in the Contract invoice and form part of the Price.
7. Risk and Delivery: Delivery (as defined below) shall be Ex Works our premises at Wellington, Somerset, UK and collection or transportation of the Equipment by you or your appointed agent shall be your responsibility. The Equipment shall be at your risk from the date of delivery of the Equipment, being 14 days from the date of our notification to you to collect the Equipment or the date of actual collection by you or your agent in the event that this is earlier (“Delivery”). Dates notified by us for Delivery are not of the essence and may be subject to delays due to your non-payment, compliance with export or import requirements (as set out in clause 8) below or for any other reason at our absolute discretion. You shall not be able to refuse to accept late Delivery or treat late Delivery as a breach of contract. Any Delivery of Equipment arranged by us for you at your request will be at your risk and at your expense and will form part of the Price.
8. Export/Import Licences: you shall ensure that all relevant export or import licences and other consents or documentation are obtained and upon request you shall produce these to us for our inspection. In the event that we are required to obtain an export licence or other consent you agree to provide us with all appropriate supporting documentation including any necessary ‘end user certificate’ to support our application to the UK Government. It is your responsibility to ensure the accuracy of all information obtained from a third party that is passed to us for use in our application for an export licence or other consent. Any applications to the UK Government take approximately three to six weeks and no notification of Delivery will be issued by us until we, at our absolute discretion, are satisfied with the licence or consent received. In the event that an export licence or other consent is required you agree that we may charge you an additional administration fee for obtaining such licence or other consent. Such fee will be set out in the Contract invoice and form part of the Price.
9. Condition and Description: we give no warranty, express or implied, in respect of the Equipment’s quality, condition, description, suitability, airworthiness or fitness for purpose. All Equipment sold is subject to the condition and description declared on the face of the ‘Equipment Conditioning Label’, if such is available and forms part of the Equipment. All Equipment will be sold with our Certificate of Conformity. All Equipment will be inspected in accordance with our current Quality Management System pursuant to AS9120 and ISO 9001. We will use our best endeavours to meet all the requirements of your order once this is accepted by us.
10. Inspection of Goods: in addition to Clause 9 above, at your specific request the Equipment for which a quotation has been provided will be made available for your inspection at our premises at Wellington, Somerset, UK. All Equipment is to be inspected on receipt by you, and we are to be notified of any missing items or goods damaged in transit within 3 working days. Non-conformity of the Equipment with the order should be notified to us within 14 days of receipt by you, and should be accompanied by your report detailing such non-conformance. We will consider the report, and if your claim is upheld, we may, at our absolute discretion exchange the Equipment or provide a refund after the Equipment (including all original packaging and accompanying documentation) has been returned to us, at your expense, in the condition in which it was received.
11. Termination: the Contract may be terminated:
(i) by our notice to you to pay any outstanding sums (which you have failed to pay within 30 days of the Contract invoice) and should you fail to pay within 14 days of such notice any sum due to us under this Contract or in respect of any other contract or agreement between us and you; or
(ii) by either party by notice to the other party in the event that the other party shall have a receiver or administrative receiver appointed over any part of its assets or undertaking or shall pass a resolution for its winding up, or an order is made for its winding up or bankruptcy, or a voluntary arrangement is entered with its creditors or it ceases or threatens to cease business. Termination of this Contract for any reason shall not affect any accrued rights and liabilities of either party.
12. Liability Limitation: nothing in these Conditions excludes or limits liability by us for death or personal injury or for any other matter which it would be illegal for us to attempt to exclude or limit. Subject to any such matters all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. Subject to any exclusions or limitations which are not permitted by law or that are illegal, our total liability (including any liability for the acts or omissions of our employees, agents or sub-contractors) in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution, for faulty or defective Equipment or otherwise arising out of the performance of the Contract shall be limited to the Price. We shall not be liable for any loss of profit, loss of business or any other form of consequential loss or special damages caused by our negligence or otherwise (whether direct or indirect) which arise out of or in connection with the Equipment or this Contract.
13. Force Majeure: we reserve the right to delay the date of Delivery and at our option to cancel the Contract if we are prevented from or delayed in the Delivery due to circumstances beyond our control, including without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers provided that, if the event in question continues for a continuous period in excess of three calendar months, you shall be entitled to give notice in writing to us to terminate the Contract.
14. Severance: if any provision of the Contract is found to be wholly or partly invalid, void or voidable, unenforceable or unreasonable it shall, to the extent so found, be deemed severable and the remaining provisions of the Contract or the remainder of such provision shall continue in full force and effect.
15. Third Party Rights: no term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
16. Waivers: waivers by us of any breach or default by you under the Contract must be in writing. Any failure or delay by us in enforcing any provision of the Contract shall not be construed as a waiver of any of our rights under the Contract and any such waiver of any breach or default under the Contract shall not be deemed as a waiver of any subsequent breach or default.
17. Assignment: this contract may be assigned by us at any time on giving you notice. You shall not assign this contract to any third party without our prior written consent.
18. Notices: all notices under the Contract between you and us shall be in writing and delivered by hand or sent by pre-paid first class post to the addresses set out in this Contract. All notices shall be deemed received, if delivered by hand, on the day of delivery and if delivered by post within the UK, two days after posting, (excluding the day of posting and Saturdays, Sundays and public holidays) and if delivered by post to or from a place outside the UK, four days after posting (excluding the day of posting and Saturdays, Sundays and public holidays).
19. Law and Jurisdiction: the formation, existence, construction, performance, validity
and all aspects of the Contract shall be governed by English law and the parties
submit to the exclusive jurisdiction of the English Courts.