AUTO TIME SYSTEMS NORTHERN LIMITED
TERMS & CONDITIONS OF SALE
AUTO TIME SYSTEMS NORTHERN LIMITED (“the Supplier”) sells its goods in accordance with the following terms and conditions which shall apply to every transaction with third parties unless they are varied in writing by a director of the Supplier.
1.1. Unless otherwise stated by the Supplier upon the face of any quotation or acceptance of order these terms and conditions shall be incorporated into any contract made between the Supplier and any person firm or company with whom it contracts and shall prevail in case of any inconsistency between any other terms or condition in any contract.
1.2. All purchase orders made to the Supplier shall be deemed to incorporate these terms and conditions to the exclusion of any conflicting terms and conditions submitted by any person firm or company with whom the Supplier ultimately contracts.
1.3. There shall be no variation from these Terms and Conditions unless separately stated in writing by the Supplier prior to formation of any contract.
1.4. Any order or invitation to treat or acceptance from a Customer which incorporates any term or condition in conflict with the these Terms and Conditions or which extends the liability of the Supplier from these Terms and Conditions shall not be incorporated into any contract with the Supplier unless expressly done in writing by a director of the Supplier prior to formation of any contract.
Within these Terms and Conditions the following expressions shall have the following meanings.
2.1. “The Customer” shall mean the person firm or company who has requested the Supplier to provide Goods or Services or with whom the supplier contracts for the provision for Goods.
2.2. “The Goods” shall mean the apparatus materials and services supplied by the Supplier to the Customer.
2.3. “Commissioning Works” shall mean the Supplier’s commissioning engineer (“the Supplier’s Commissioning Engineer”) setting to work the equipment.
2.4. The Supplier shall mean Auto Time Systems Northern Limited.
3.1. All Goods supplied by the Supplier (other than software) are carefully examined and tested before leaving its works. The Supplier, therefore, gives the following guarantee which supersedes any conditions or warranty implied by statute, common law or otherwise: If, within twelve months from the date of Commissioning its works, any defect or fault is discovered in any instrument of its supply due, in its sole opinion, to faulty material or sub-standard workmanship, it undertakes to made good the defect, at its discretion, by repair or replacement, without charge PROVIDED that notice is given to it immediately on discovery of any defect and the defective instrument or parts thereof are forwarded to it, carriage paid and suitably packed.
3.2. The guarantee does not apply to defects caused by ordinary wear and tear, misuse, neglect or by circumstances over which the Supplier has no control.
3.3. The Supplier’s responsibility in all cases is limited to the cost of making good such defects in its workshops or by the manufacturers.
3.4. In the case of goods which are not of the Supplier’s manufacture, it will pass on only those terms of guarantee passed to it by the manufacturer of such goods, if any.
3.5. All Goods supplied under these conditions which are not installed by the Supplier shall, upon their installation by the Customer or by the ultimate user, be tested to ensure that they are installed correctly and in working order. The Supplier shall not be liable for any defects or damage arising out of incorrect installation or bad workmanship.
3.6. The Guarantee herein shall only apply when the Supplier’s Commissioning Engineer commissions the equipment supplied to the Customer.
3.7. It is a condition of this Guarantee that the equipment shall be serviced in accordance with the manufacturers/suppliers recommendations.
Except in respect of death or personal injury caused by the Seller’s negligence, and fraudulent misrepresentation, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract for sale, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arose out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as provided in these conditions.
5. CARRIAGE AND PACKING
5.1. Carriage and packing will be charged to the Customer in addition to the price of the Goods on all supplies by the Supplier.
5.2. All orders will normally be consigned by first class post (for small items) and otherwise road or rail carriage paid at goods rates for a three day delivery.
5.3. When Goods are despatched by passenger-train or special carrier or otherwise at the Customer’s request for other delivery any additional cost of carriage incurred will be charged on invoice.
5.4. The cost of returning Goods shall be paid by the Customer, but may be refunded by the Supplier in the event of the Supplier being satisfied on return that the Goods were defective or damaged in transit.
5.5. The Supplier shall replace or repair free of charge any Goods lost or damaged in transit provided both the carrier and the Supplier are advised in writing (otherwise than upon carriers’ documents) within seven days of issue of advice note or invoice in case of non-delivery or within three days of delivery in case of damaged goods.
6.1. The Supplier’s prices for sales are subject to change and the actual price to be paid for the Goods will be as the current list price ruling at the time of despatch.
6.2. All prices are exclusive of Value Added Tax, and are strictly net, that is, no further discount is applicable.
7.1. Any credit order is accepted subject to the Customer’s credit being approved by the Supplier.
7.2. The Supplier may in its absolute discretion at any time prior to delivery require payment of the price in whole or in part before making delivery to the Customer.
7.3. The Supplier shall only deliver goods and services to the Customer after satisfactory credit approval has been received by the Supplier or pro-forma payment has been received.
8.1. Unless otherwise stated in writing by the Supplier
8.1.1. For orders with a value of less than £200.00 payment shall be made prior to despatch of the Goods to the Customer
8.1.2. On other orders payment shall be made as to 50% with order and the balance prior to dispatch
8.1.3. On orders involving installation or Commissioning by the Supplier shall be made ast to %0% with order and as to the balance on completion of the installation or Commissioning.
8.2. Any quoted discount shall not be applicable unless payment is made in strict accordance with the terms and conditions herein.
8.3. Should prompt payment not be made the Supplier reserves the right to charge interest on all overdue monies at five per cent over Royal Bank of Scotland plc Base Lending Rate per month or part thereof.
8.4. At the discretion of and upon request by the Supplier in the case of orders involving installation and/or Commissioning Works the Customer shall pay the amount requested by the Supplier on pro-forma invoice prior to the issue and/or installation and/or Commissioning Works in respect of goods or services to the Customer.
8.5. # In the event that payment is made by debit or credit card the Customer shall be required to pay an additional sum equating to 2% (in the case of a debit card payment) or 3% (in the case of a credit card payment) of the order value.
8.6. Where the Supplier is engaged to carry out work or services over a period exceeding four weeks it shall issue applications for payment to the Customer at periodic intervals which shall fall due for payment thirty days from the date of application. Upon payment by the Customer against such application the Supplier shall issue a receipted Value Added Tax invoice.
9. SUSPENSION OR CANCELLATION OF DELIVERY
9.1. The Supplier reserves the right to suspend delay or cancel the delivery of some or all the Goods or to require advance payment for them if the Customer is or reasonably appears unable to pay its debts and in those circumstances the Supplier shall also retain any other rights it has against the Customer.
9.2. The Supplier shall be entitled to postpone any commissioning activities until full payment has been received by the Supplier, in accordance with Clause 9.1 of these conditions.
9.3. The Supplier shall be entitled to postpone the issue of any certification, manuals, drawings or the like until full payment has been received by the Supplier, in accordance with the Clause 9.1 of these conditions.
9.4. The Supplier reserves the right to suspend or cancel the delivery of goods or supply of services without notice if the Customer fails to make any payment as and when due to the Supplier.
9.5. Any and all guarantee arrangements shall immediately become invalid should there be any breach of the Conditions contained herein.
9.6. Should the Customer as a result of actions set out in Clauses 9.1to 9.5 incur penalties or damages through any subsequent third party arrangements or agreements, the Supplier shall not be held responsible or liable nor shall the Supplier accept any charges resulting from any such penalties or damages.
10. INABILITY TO SUPPLY
Should the Supplier not be able to perform the services ordered for reasons beyond its control (including failure by the Customer to supply delivery or other instructions) or on account of industrial disputes or, in the case of stock items, on account of stock being exhausted the Supplier reserves the right to cancel any order subsequent to acknowledgement of it upon giving the Customer reasonable notice and the Supplier shall not then be liable for any loss thereby caused.
11. FITNESS FOR PURPOSE
The Customer must satisfy itself that the Goods supplied are fit for its purpose, as this is not guaranteed by the Supplier, and all warranties express or implied are hereby excluded.
12. PASSING OF PROPERTY AND RISK
12.1.All Goods supplied by the Supplier shall remain the Supplier’s absolute property until all amounts owing to the Supplier for the Goods have been paid in full.
12.2.Risk in such Goods passes to the Customer on delivery.
12.3.Should the Customer resell the Goods without having paid all amounts outstanding to the Supplier then the Customer agrees to hold any proceeds of sale or sufficient part thereof to pay all amounts outstanding to the Supplier as trustee.
12.4.If the Customer uses the Goods in the manufacture of other products the absolute property in those goods shall pass to the Supplier from the time when the Goods are so used until payment of all amounts outstanding due to the Supplier from the Customer but risk in such products shall remain with the Customer.
12.5.The Customer agrees to store all goods and products in which the Supplier has property in such a way that they are readily identifiable as the Supplier’s property.
12.6.The Supplier shall be entitled at any time to repossession and to enter upon the Customer’s premises or where the Goods and products may be with such transport as may be necessary and to repossess any Goods or products which remain the Supplier’s property.
12.7.Nothing in these conditions shall confer any right upon the Customer to return any Goods sold or to refuse or delay payment therefore unless otherwise agreed.
12.8.Where Goods or products in which the Supplier has property are attached to or stored within any premises other than the Customer’s premises the Customer will secure from the owners or occupiers of such premises the Customer’s right of entry and preserve (notwithstanding termination of the Customer’s right) the Supplier’s right to enter those premises for the purpose of repossession of the Goods and products under the terms of this condition.
13. TIME OF DESPATCH
Orders will be executed as expeditiously as possible but where a date for delivery despatch or the provision of services, is quoted time shall not be deemed to be of the essence of the contract and no liability will be accepted by the Supplier for any loss including economic or consequential loss or damages arising from delay in delivery or failure to supply or deliver by a quoted date.
Delivery of Goods shall be made to the address stated within the purchase order and the point of delivery shall be nearest suitable and reasonable off load point for any heavy goods vehicle.
Whilst there would normally be permission for the Customer’s representative to visit the Supplier, such permission is not as of right and may be refused.
16. STATUTORY REQUIREMENTS AND INTELLECTUAL PROPERTY
Whilst every effort is made to meet known statutory requirements and not to infringe any patents or trade marks belonging to any third parties, the Supplier cannot warrant that the design, construction and quality of Goods to be supplied comply with all relevant requirements of any statute, statutory rule or order, or other instrument having the force of law which may be in force at the time of supply and further that the sale or use of the Goods by the Customer would not infringe any patent, trade mark, trade name, or registered design.
17. CONDITIONS OF CUSTOMER’S ORDERS
17.1.The Supplier shall only accept the Customer’s order subject to the terms and conditions contained herein.
17.2.The Goods and/or services described within the Supplier’s quotation shall only be accepted on a Customer’s purchase order and shall not be subject to any sub-contract order or terms or conditions thereof, or any other terms or conditions offered by the Customer unless separately agreed in writing by a director of the Supplier.
18.1.Any design undertaken by the Supplier which is associated with the Goods is based upon information and details provided by the Customer and is carried out in good faith.
18.2.Details of documentation and details provided by the Customer upon which any design is based are set out in the Supplier’s quotation.
18.3.In the event of the Customer failing to provide the Supplier with all the details necessary to provide an accurate design the Supplier shall incur no responsibility or penalty for any failure associated with or arising from any design produced nor shall the Supplier be liable for any damages arising whether in contract or tort.
18.4.The Customer is responsible for all design approvals including without limitation fire authority, licensing authority, public authority, and/or local authority approvals.
18.5.Any drawings or designs issued by the Supplier to the Customer for approval shall be deemed to have been approved without reservation by the Customer if no comment is made in respect thereof in writing within a period of fourteen days from the date of issue to the Customer.
18.6.Responsibility for any failure of any design to meet any criteria shall rest with the Customer or other person approving any design.
18.7.The Supplier, upon receipt of written instructions from the Customer, will submit any of its designs for a system to the relevant fire, licensing, public, or local authority for approval upon behalf of the Customer.
18.8.The Supplier shall not incur any liability for non-compliance in the event that the performance of the Goods is affected by circumstances not made known to the Supplier at the time of issuing any design including (without limitation) the qualities of any structure, the siting of machinery, plant, furniture, or fittings, or the interior qualities or structure of any building.
18.9.In the event that additional work and/or materials are required to any installation to achieve any particular standard in consequence of circumstance not made known to the Supplier at the date of its quotation the Supplier shall be entitled to reimbursement for all such additional work and/or materials.
19.1.The time required to enable the Supplier to provide its Goods and services to the Customer is set out within the Supplier’s quotation and shall not be subject to change unless specifically agreed in writing by the Supplier.
19.2.Any additional works required by the Customer must be instructed to the Supplier in writing at a cost to be agreed in writing. Such additional works shall be fully chargeable by the Supplier, and the Customer shall pay such additional costs in accordance with Clause 8.
19.3.In the event that the Customer fails to instruct the Supplier in accordance with condition 19.1 and 19.2 above then the Supplier shall incur no responsibility for penalties or damages howsoever arising in consequence of such additional works either not being undertaken or their not being undertaken at any particular time.
19.4.The Customer shall be responsible for providing the Supplier with unimpeded access to any premises where the Goods are to be delivered or provided with all services available to the Supplier to enable it to discharge its responsibilities effectively and on time.
19.5.The Supplier’s quotation for any installation is prepared upon the basis of the following requirements namely that:-
19.5.1. electrical power and lighting to and for any works to be undertaken by the Supplier will be provided to the Supplier free of charge.
19.5.2. scaffolding as necessary will be provided for the Supplier free of charge.
19.5.3. use of welfare, storage, and administration facilities on sites away from the Supplier’s head office will be provided to the Supplier free of charge.
19.5.4. builder’s work in connection with any of the Supplier’s Goods and services will be provided free of charge by the Customer including the cost of making good.
19.5.5. containment equipment such as cable trays trunking channels and the like will be provided free of charge by the Customer for the Supplier’s wiring cables and equipment.
19.5.6. The Supplier will only provide to the Customer the documents stated within the Supplier’s quotation.
19.6.In the event that the Customer fails to issue to the Supplier a practical completion certificate when any installation works are completed then the date of practical completion shall be deemed to be the date of commissioning the equipment supplied.
19.7.The Customer shall witness that any installation by the Supplier works correctly and in accordance with the Customer’s requirement and that the installation is fit for the purpose required by the Customer.
20. GPRS ROUTER AND DATA ENABLED SIM CARD
20.1.If the Supplier is requested to and supplies equipment which utilises a GPRS Router then the Customer shall (as the Customer hereby acknowledges) supply the appropriate SIM card for use in the GPRS Router from a supplier of its choice.
20.1.1. the Supplier shall have no responsibility to provide the SIM card for use in the GPRS Router.
20.1.2. the Customer shall be solely responsible to pay all costs charges fees and expense whatsoever and howsoever arising in connection with the supply and use of the SIM card to its supplier (including but without limitation data usage charges).
20.1.3. the Supplier shall have no liability or responsibility for any costs charges fees and expense whatsoever and howsoever arising in connection with the supply and use of the SIM card
21.1.Where the Customer is to fix goods provided by the Supplier and the Supplier is to commission the Goods
21.1.1. the Customer shall complete, sign and deliver to the Supplier not less than fourteen days before commissioning is required the Supplier’s form of application for commissioning.
21.1.2. the Customer shall ensure that the whole of the works to be commissioned are available to the Supplier to enable the Supplier to carry out the Commissioning Works in one continuous operation.
21.1.3. the Supplier shall be entitled to charge and the Customer shall pay the Supplier standing time and additional costs at the Supplier’s stated daily commissioning rate or multiples thereof incurred if the works to be commissioned are incomplete or not available to the Supplier on the date stated for commissioning or if the Commissioning Works are delayed or interrupted.
21.1.4. the Supplier will carry out the Commissioning Works during any normal working hours being 7.5 hours on weekdays between 0800 hours and 17.30 hours Monday to Friday inclusive.
21.1.5. in the event that the Customer requires Commissioning Works outside normal working hours it must issue to the Supplier an amendment to the application for commissioning. Commissioning Works that take place outside the hours stipulated in 20.2 above, shall be chargeable at the Supplier’s premium rate table.
21.2.The Supplier’s quotation for commissioning is prepared upon the basis that there shall be provided by the Customer free of charge to the Supplier for use by the Supplier’s Commissioning Engineer:-
21.2.1. Mains and temporary power.
21.2.2. Scaffolding and access equipment.
21.2.3. Storage and welfare facilities.
21.2.4. As fitted installation drawing/installation schematic drawings.
21.2.5. Installers test sheets and attendance by a representative of the Installer.
21.3.The Supplier shall not be required to complete any Commissioning Works unless there is a representative of the installer present during the process of commissioning.
21.4.The Customer shall be responsible for witnessing the works of commissioning and signature on completion certifying that he/she has witnessed the satisfactory operation of the equipment/system.
22.1.The Supplier notifies the Customer that in the event that any equipment supplied by the Supplier is used in any public performance, playing or showing any copyright material in circumstances where the Customer or any person authorised by them does not hold the appropriate licence of the copyright owner then they may infringe copyright and become liable for so doing including in damages.
22.2.The Customer represents and warrants to the Supplier that it will by accepting delivery of equipment from the Supplier have, hold or obtain the appropriate licence for any such performance playing or showing prior to using the equipment for such purpose.
22.3.In the event that the Supplier becomes aware that any equipment supplied by it is or may in its opinion be used in any way which infringes copyright it shall be entitled to notify the copyright owners or other responsible body of such use.
23. THIRD PARTY
23.1.The Supplier shall not be responsible for nor shall they accept any penalties, costs or damages as a result of any undertakings from a third party.
23.2.The Supplier shall not accept or be required to accept any undertakings or conditions offered to the Customer by or from any third party.
24. SET OFF
The Customer shall not be entitled to set off any amounts due to the Supplier against any one contract against any other contract made between the Customer and Supplier.
The headings in these conditions are for guidance only and shall not be used in any way in the interpretation of their meanings.
26. PROPER LAW
These conditions and any contract of which they form part shall be governed and construed in accordance with English Law and the Customer and the Supplier submit to the non exclusive jurisdiction of the English Courts.
27. ERRORS – OMISSIONS
In the event that any quotation by the Supplier is found to contain an error or omission then the Supplier reserves the right to amend the same and shall be entitled to reimbursement in consequence thereof.