Application and entire agreement.
1. These Terms and Conditions will apply to the purchase of Goods or Services by the Buyer from Axis Controls (NW) Ltd, a company registered in England and Wales under number 6681671 whose registered office is at Units 9-10 Kensington Industrial Estate, Southport, Merseyside, PR9 0NY.
2. These Terms and Conditions will be deemed to have been accepted by you when you accept the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation apply to the purchase and sale of any Goods between us and you, to the exclusion of any terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representation about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
7. We can make any changes to the specification of the Goods which are required to conform to any application safety or other statutory or regulatory requirements.
8. No contract for Goods or Services will exist between the company and the Buyer until the Company has accepted the Buyers order.
9. Orders are accepted only upon the conditions of sale and no addition or variation or contradiction thereof (whether contained in the Buyers order or otherwise) shall apply.
10. The price of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing. Quotation prices are valid for 30 calendar days.
11. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
12. Any increase in the Price under the clause above will only take place after we have told you about it.
13. You may be entitled to discounts. Any and all discounts will be at our discretion.
14. The price is exclusive of fees for packaging and transportation / delivery.
15. The price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation or alteration.
16. Details of the Goods are described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
17. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 calendar days only from the date shown in it unless expressly withdrawn by us at an earlier time.
18. We reserve the right to cancel the order for any reason prior to your acceptance or rejection of the quotation.
19. We will invoice you for the Price either at the time of the acceptance of our quotation and purchase via a Proforma, or at a time 30 days after the initial purchase if you have ordered the Goods though your account.
20. If purchasing via your Account, you must pay the Price agreed within 30 days of the date of our invoice.
21. If you do not pay within the period set above, we reserve the right to suspend any further deliveries to you. In the case of persistent late payment, we reserve the right to remove your Credit Account without prior warning.
22. Time for payment will be of the essence of the Contract between us and you.
23. All payments must be made in British Pounds unless otherwise agreed between us.
24. Both parties must pay all amounts under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
25. We will arrange for the delivery of the Goods to the address specified in your order or to another location we agree in writing.
26. If you do not specify a delivery address; or if we both agree, you must collect the Goods from our premises.
27. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8am and 6pm.
28. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a. Store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and /or
b. Make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and /or
c. After 10 business days, resell or otherwise dispose of part of all the Goods and charge you for any shortfall below the price of the Goods.
29. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
30. Any dates quoted for delivery are approximate only. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
31. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installments.
Inspection and acceptance of Goods.
32. You must inspect the Goods on delivery or collection, prior to signing for the delivery.
33. If you identify any damages or shortages, you must inform us in writing, by telephone or via email within 5 days of delivery, providing details.
34. We will only accept returned Goods if we are satisfied that those Goods are defective following an inspection of the goods. Otherwise, we will charge a 30% handling fee for Goods purchased in error or that are no longer required.
35. Subject to your compliance with this clause and / or our agreement, you may return the Goods and we will, as appropriate, repair or replace or return the Goods or part of them.
36. We will be under no liability or further obligation in relation to the Goods if:
a. You fail to provide notice as set out above; and / or
b. You make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and / or
c. The defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and / or
d. The defects arise from normal wear and tear of the Goods; and / or
e. The defects arise from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees, or agents or third parties.
37. You bear the risk and cost of returning the Goods.
38. Should you wish to return the Goods by reason of fault, purchased in error or items no longer required, the Goods must be returned in resaleable condition, in the original box that is free of damage and markings.
Risk and Title.
39. The risk in the Goods will pass to you on completion of delivery.
40. Title to the Goods will not pass to you until we have received payment in full for (1) the Goods and / or (b) any other Goods or Services that we have supplied to you in respect of which payment has become due.
41. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis; and / or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and / or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
42. As long as the Goods have not been resold, or irreversibly incorporated into another product and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third part where the Goods are stored in order to recover them.
43. We can terminate the sale of Goods under the contract whereby;
a. You commit a material breach of your obligations under these Terms and Conditions;
b. You are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
c. You enter into a voluntary agreement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors.
Limited of liability.
44. The liability of the company in respect of any claim for loss or damage (not relating to death or personal injury) resulting from any negligence, error, omission or breach of contract shall be limited to the refund of an amount not exceeding the total consideration payable by the Buyer to the company for the Goods in respect of which the claim arises.
45. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
46. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
47. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
48. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
49. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods for:
a. Any indirect, special or consequential loss, damage, costs or expenses;
b. Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption, or other third part claims;
c. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control;
d. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations;
e. Any losses relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
50. The exclusions of liability contained within the clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
51. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notices (or a duly authorized officer of that party).
52. Notices will be deemed to have been duly given;
a. When delivered, if delivered by courier or other messenger during the normal business hours of the recipient;
b. When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. On the fifth business day following mailing, if mailed by national ordinary mail;
d. On the tenth business day following mailing, if mailed by airmail.
53. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
54. When providing the Goods to the Buyer, the Seller may gain access to and / or acquire the ability to transfer, store or process personal data of employees to the Buyer.
55. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and / or reenacted from time to time.
56. The Seller shall only process personal data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as required by and agreed with the Buyer, shall not retain any personal data longer than necessary for the processing and refrain from processing any personal data for its own or for any third party purposes.
57. The seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict ‘need-to-know’ basis and only under the same conditions as set out in these terms and conditions or to the extent required by applicable legislation and / or regulations.
58. The Seller shall implement and maintain technical and organizational security measures as are required to protect personal data processed by the Seller on behalf of the Buyer. Further information about the Sellers approach to data protection are specified in its data protection policy which can be found on our website. For any enquiries or complaints regarding data privacy, you can contact Marketing Manager at the following e-mail address; firstname.lastname@example.org
Circumstances beyond the control of either party.
59. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to; power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
60. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of ay subsequent breach of the same or any other provision.
Law and Jurisdiction.
61. This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
62. If the United Kingdom, or any other Major Market which is currently a member of the European Union, withdraws from the EU and such withdrawal is likely to have a material adverse effect on the activities contemplated under this agreement or the rights and obligations of either party hereunder, the parties shall negotiate in good faith an adjustment or amendment to the terms hereof if necessary to preserve each Party's right hereunder to such rights were reasonably contemplated by the parties as of the effective date.
63. In the following instances, the Brexit Clause has the potential to be triggered; therefore, forcing the contract into termination or force majeure.
(a) A specific change in the laws applicable to the sale and resale of electrical control and automation systems, or electrical components, such that Axis Controls (NW) Ltd is no longer entitled by law to sell our range of products and services in member states of the European Union.
(b) The laws applicable to the sale and resale of electrical control and automation systems, or electrical components, in the United Kingdom ceasing to be substantially similar to those within the European Union.
(c) Tariffs being imposed upon the sale, licensing or other transfer of electrical control and automation systems, or electrical components, from the United Kingdom, to a member state of the European Union.
64. For clarity, a withdrawal from the European Union by the United Kingdom, or any other Major Market which a member state is currently thereof, shall not constitute a Force Majeure. The express termination or negotiation of contracts will only take place should the agreement fail to be satisfied based on the aforementioned instances.