|AUDIOTEL INTERNATIONAL LIMITED – TERMS & CONDITIONS OF SALE
In these Conditions the following words shall have the following meanings:-
“Audiotel” shall mean Audiotel International Limited.
“Purchaser” shall mean the person, firm or company with whom or which Audiotel may contract.
“Contract” shall mean the binding agreement subject to these Conditions between Audiotel and the Purchaser.
"Products" means the equipment, parts, materials, supplies, software, and other goods Seller has agreed to supply to Buyer under the Contract.
"Services" means the services Seller has agreed to perform for Buyer under the Contract.
1. STATUS OF PARTIES
Neither of the parties to this Agreement is dealing as a consumer and the Purchaser hereby confirms that it is buying the goods for use in its business.
Every offer quotation, acceptance and contract for the sale or supply of goods (including services ancillary thereto) by Audiotel is subject to these Conditions. Audiotel will be prepared to consider any reasonable suggestions made by the Purchaser for the amendment of these Conditions which if agreed in writing by Audiotel shall have the same force and effect as these Conditions and shall be construed as one with these Conditions but except as aforesaid all other terms and conditions proposed by the Purchaser are expressly excluded.
Acceptance by Audiotel of the Purchasers order is made only on the express understanding and condition that the terms and conditions contained herein shall govern and establish any rights and obligations of the Parties with respect to the goods and services covered thereby and shall take precedence over any other Agreement in place between the Purchaser and Audiotel. Failure by Audiotel to object to provisions contained in any document or communication from the Purchaser shall not be deemed a waiver of the application of the terms and conditions contained herein.
If Audiotel is unable to provide the product or service as defined in the Purchasers’ order, a written acknowledgment shall be submitted by Audiotel to indicate the exceptions taken to the order and may offer recommended substitutes in part number, price, quantity and schedule. The Purchaser must issue a new or supplemental order for any substitutes/modifications to be made as a result of exceptions advised by Audiotel.
All quotations are given subject to confirmation by receipt of the Purchaser’s order and no contract shall be commenced until such confirmation is received by Audiotel.
4. CONTRACT PRICES
Prices quoted are ex-works at the date of quotation and when appropriate are inclusive of VAT. Prices are subject to variation and can only be confirmed at time of order.
5. IMPROVEMENTS AND ALTERATIONS
Audiotel has a policy of continuous product improvement and in pursuance of that policy reserves to itself the right to make changes in material dimensions or design of goods which it believes to be desirable. In the event that such changes will be material to the Purchaser Audiotel will give to the Purchaser written notice of the intended change and the Purchaser will have fourteen days to notify Audiotel whether it objects to such change. In the absence of such notification the changes will not affect the validity of this Contract.
6. ILLUSTRATION AND DESCRIPTIONS
Although every reasonable precaution will be taken to ensure accuracy of such information, all drawings, descriptive matter, weights, dimensions and performance figures supplied by Audiotel and the descriptions and illustrations contained in its catalogues, price lists and other advertising matter are approximate only and are intended merely to describe generally the goods. They are not unless it is expressly so stated in the Contract deemed to form any part of any contract of sale.
a. Audiotel will arrange carriage and delivery to the Purchaser or to the Purchaser’s order. Such carriage and delivery will be at the expense and risk of the Purchaser.
b. Audiotel will only accept liability in respect of errors in despatch or invoicing if written notice of such error is given to Audiotel and the Carrier within 3 days of receipt of goods.
c. Despatch and delivery dates are quoted in good faith, but Audiotel will not be liable for any loss or damage arising directly or indirectly from delay in despatch or delivery or non-despatch or non-delivery and where such delay does occur despatch and delivery dates and periods shall be extended accordingly.
d. If delivery is arranged to be ex-works and the Purchaser fails to remove the goods within 14 days from the arranged date Audiotel shall be entitled to store the goods at the Purchaser’s risk or re-sell the goods. The Purchaser shall be liable to Audiotel for all expenses and/or losses incurred by Audiotel by reason of the Purchaser’s failure to take delivery.
a. All remittances are to be made to the account of Audiotel Ltd.
b. Payment shall be made in accordance with terms quoted.
c. If the Purchaser fails to pay Audiotel in accordance with these Conditions or if any sum shall be due and remain unpaid by the Purchaser to Audiotel under this or any other Contract Audiotel may either suspend all further deliveries of any other goods until payments is made in full or cancel the order and any other orders remaining to be fulfilled.
9. RISK OF PROPERTY
a. The goods shall be and thereafter remain at the Purchaser’s risk from the time of delivery in accordance with paragraph 7.
b. Property in the goods shall only pass to the Purchaser when the price for the goods and all other sums owing by the Purchaser to Audiotel whether under this contract or otherwise howsoever have been paid.
a. If within a period of 24 months (unless otherwise stated) from the date of the invoice any manufacturing defects in parts or in workmanship are found to exist in any goods supplied by Audiotel and are returned within ten days thereafter to Audiotel, carriage paid, with full details of the claim and particulars of the chassis number and serial numbers (if any) Audiotel will repair the defective part or at its option replace it with the same or a similar part free of charge. However, this Guarantee does not apply to:
i. damage sustained in transit (liability for which is dealt with by Paragraph 7 hereof)
a) caused by wear and tear, accident, misuse, improper operation, neglect, overloading or lack of proper maintenance
b) in any goods which have been altered by the Purchaser after delivery by Audiotel without the written authority of Audiotel
c) arising as result of the fitting of any equipment which does not comply with Audiotel recommendations
b. This Guarantee shall cease to have effect if:
i. the goods have been used for any purpose other than those for which they were intended
ii. the goods have not been used in accordance with Audiotel instructions
iii. any identification plates, numbers or marks have been removed, broken or tampered with
c. Where a replacement part is supplied under this Warranty all the conditions of this Warranty shall apply to such part for a period of 12 months from delivery of that part.
Audiotel shall be under no liability for loss or damage of any nature or description howsoever caused to the Purchaser or to any third party other than that implied by statue in which event Audiotel liability shall be limited to the purchase price of the product which may be defective.
12. EXPORT SALES
a. Any contract for the sale of goods other than in the United Kingdom is subject to Audiotel obtaining all necessary export licences and other permits and in the event that any such licence or permit cannot be obtained the Contract shall be void and Audiotel shall be under no liability whatsoever to the Purchaser.
b. The Purchaser shall obtain all necessary import licences and other permits in the country of destination but failure to obtain such licence or permit shall not render the Contract void or relieve the Purchaser of its obligation to accept and pay for the goods.
13. INSPECTION AND TESTS
Inspection and testing of the goods by or on behalf of the Purchaser at the Audiotel site before acceptance may be agreed with Audiotel and Audiotel shall give the Purchaser notice of at least seven days in writing to attend or be represented at any such tests. The results of the tests shall be binding upon the Purchaser.
14. SAFETY OF THE GOODS
The Purchaser hereby undertakes that its employees and every other person working with, on or near, or using goods supplied by Audiotel comply in full with the instructions and recommendations made in the relevant Operating Manuals and with all instructions, whether written or verbal, given by Audiotel in connection with the use or operation of the goods.
15. INSOLVENCY, DEFAULT ETC.
a. Audiotel at any time shall without prejudice to any of its other rights hereunder be entitled to demand security prior to delivery either by payment in cash or by bank guarantee notwithstanding any terms previously agreed.
b. If the Purchaser shall make default or commit a breach of a Contract or of any other of his obligations to Audiotel, or if any distress or execution shall be levied upon the Purchaser’s property or assets, or if the Purchaser shall make or offer any arrangement or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Purchaser is a limited company and any resolution or petition to wind up the Purchaser’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or of a receiver of the undertaking, property or assets or any other part thereof of the Purchaser (being a Limited Company) shall be appointed, then Audiotel may without notice:-
i. suspend or determine the Contract or any unfulfilled part thereof: and
ii. stop any goods in transit: and
iii. recover any goods from the Purchaser’s premises for which payment has not been made in full
16. SPARE PARTS OR COMPONENTS
These Conditions (as from time to time amended) shall apply in relation to any part ordered by the Purchaser at any time for use in connection with the equipment (whether such part was supplied as a component of the equipment or as a replacement or by way of addition or otherwise) in all respects as they apply to the equipment itself.
17. APPLICABLE LAW
These Conditions and the Contract shall be subject to the construed in accordance with English Law, and the Courts of England shall have exclusive jurisdiction in all matters connected therewith or relating thereto.