Sales Terms and Conditions

for

Amir Power Transmission Ltd (registered company)

(Trading as APT Powerdrive)

Unit 4, Bay 1

Cannel Road, Zone 3

Burntwood Business Park

Burntwood

Staffordshire

WS7 3FU

1 Variations and Conditions

Any contract made by APT POWERDRIVE (hereinafter called “the Seller”) for the supply of its products to a Purchaser or Customer (hereinafter called “the Buyer”) shall be subject to the following Conditions of Sale which supersede any earlier sets of Conditions appearing in the Seller’s catalogues or elsewhere. It is agreed that only these Conditions shall apply to Contracts between the Seller and the Buyer and any document emanating from the Buyer which contain printed or standard Conditions which have been or shall be sent by the Buyer are received by the Seller on the understanding that they appear on the Buyer’s documents because they are printed thereon but have no legal effect whatsoever and the Buyer waives any right which the Buyer otherwise might have to rely on such Conditions.

1. The Seller reserves the right to add to, amend or vary the Conditions as herein set out be appending such additions, variation or notification to the quotation or in any written correspondence affected between parties.

2 Price and Variation

Any price recorded in the Order of Contract is subject to alteration with prior notice to the buyer and agreement with the buyer, and the Seller’s price for the products ruling at the date of despatch of the Products will be Contract price. All prices stipulated are subject to additional carriage and packing charges, whether delivered to the UK or ex-UK. All prices are exclusive of Value Added Tax which, if applicable, shall be added to the price at the rate prevailing at the date of Tax Point.

3 Payment and Effect Non-Payment

Credit will be granted at the Seller’s discretion and the following terms for payment will then apply. Otherwise Products must be paid for by the Buyer at the time of the order.
Payment at Net Invoice Value is due thirty days from end of month of invoice no cash discount is granted.
Without prejudice to all other rights available to it at Common Law the Seller reserves the right in the event of the Buyer not complying with the agreed provisions as to payment made at the time of entering into the Contract the Seller shall be entitled to charge the Buyer the cost of any other expenses incurred as a direct result of the non-observance by the Buyer of the conditions as to payment herein set out.

4 Advice by the Seller

The Seller may, if requested, be prepared to assist the Buyer in deciding which types of Products may be suited to a particular application. However, any such advice and assistance which is given by the Seller is given on the understanding that the Seller is under no liability for any loss or damage arising there from and the Buyer must conduct all necessary tests on the Products in their intended application before commencing use thereof and the onus is on the Buyer so to do.

5 Acceptance of Quotations

No binding Contract between Buyer and Seller shall be deemed to have effected in accordance with any Quotations submitted by the Seller and until the Order constituted by such acceptance has been confirmed in writing by the Seller.
Subject to the provision of the sub-clause (a) hereof no Quotation undertaken by the Seller shall be available for acceptance by the Buyer more than 30 days after the same shall have been submitted by the Seller to the Buyer.
The Seller reserves the right to amend or alter any quotations submitted by the Seller to the Buyer prior to the issue of the Order by the Buyer to the Seller by notice in writing at any time.

6 Cancellation of Order

Where the Buyer cancels an Order after it has been previously accepted by the Seller the Seller reserves the right to charge the Buyer with costs relating to the Contract which is cancelled and which have been incurred prior to the Seller receiving notification of the cancellation. The charge will include, but not be restricted to, any costs of materials which have been purchased for the Contract.

Please note: Cancellation can only be accepted in writing up to 10 days from date of order.

7 Sub-Contracting

The Seller shall be entitled without prior consent to the Buyer to sub-contract the whole or any part of the Contract or to employ any independent Contractor to perform its obligations under any such Contract. In so doing none of the obligations accepted hereunder by the Seller shall in any way be negatived or varied.

8 Allied Contracts

The remedies available to the Seller for any breach or non-observance of the Conditions of Contract to be performed by the Buyer shall be available to the Seller in the event of the Buyer breaching any of such obligations on any collateral or separate Contracts between the same parties in force at any time and such rights available to the Seller shall apply in the event of a breach by the Buyer or any Associated or Subsidiary Company of the Buyer at any time in a contractual relationship with the Seller. Likewise, the same benefits available to the Seller hereunder shall apply to any Associated or Subsidiary Company of the Seller who may be in a contractual relationship with the Buyer.

9 Delivery and Title Passing

Any time or date by the Seller for delivery is given and intended as an estimate only. The Seller shall not be liable to make good any damage or loss whether arising directly or indirectly out of the delay in delivery.
Without prejudice to any Company’s other rights under the Agreement between the parties notwithstanding delivery of any goods the property in the goods shall remain in the Company until you have paid in full in cash thereof. If such payment is overdue in whole or in part the Company may (without prejudice to any of its other rights) recover or re-sell the goods or any of them and may enter upon your premises for that purpose, a licence for which purpose is hereby granted, if any of the goods are incorporated in any other goods before such payment the property in the goods delivered by us shall nevertheless be and remain with us until such payment has been made PROVIDED THAT where any goods delivered under the Contract have been sold by you either in their original form of after further processing or incorporation in some other products then you shall be trustee for us of the proceeds of sale thereof or of any claim by you in respect of such goods. Notwithstanding the above, risk in the goods shall pass to you upon delivery (and you should therefore insure).

10 Health and Safety Indemnity

The Buyer shall indemnify the Seller in respect of any liability, monetary penalty or fine in respect of, or in connection with the Products incurred by the Seller on the Health and Safety at Work Act 1974 or any statutory modification or re-enactment thereof or any regulations, orders or direction made thereunder.

11 Infringement of Industrial Property Rights

The Buyer shall indemnify the Seller against all damages penalties costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer’s specifications which involves the infringement of any Letter, Patent, Trade Mark Registered Designs or the infringement of Copyright or other industrial or intellectual property rights.

12 Determination of Contract

If the Buyer shall make default in or commit a breach of the Contract or of any of its obligations to the Seller or if any distress or execution shall be levied upon the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangements or compensation with its creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against his or being a limited Company or Corporation any Resolution or Petition to wind up such Company’s business (other than for the purpose of a voluntary reconstruction or amalgamation) shall be passed or presented or if a Receiver of such Company’s assets, undertaking and property or any part thereof shall be appointed then the Seller shall have the right forthwith to determine any Contract then subsisting and upon written notice of such determination being posted to the Buyer or the Buyer’s last known address or Registered Office any subsisting contract shall be deemed to have been determined without prejudice to any claim or right the Seller may otherwise make or exercise.

13 Guarantee and Warranty

If within the period after delivery hereinafter stated (hereinafter called “the Guarantee Period”) the Buyer gives notice in writing to the Seller of any defect in the Products which shall arise under proper use from faulty materials or workmanship then the Seller if it accepts that the products are so defective shall with all possible speed replace or repair the products so as to remedy the defects without cost to the Buyer which remedy shall constitute an entire discharge of the Seller’s liability under the Guarantee. If the Buyer shall carry out any repair, attempted repair or modification to the Products without the authority in writing of the Seller then the Seller’s liability under this Guarantee shall automatically cease.
The Buyer shall as soon as practicable after discovering any such defect or failure return the defective products or parts thereof to the Seller at the Buyer’s risk and expense unless it has been agreed in writing between the parties that the necessary replacement or repair shall be carried out by the Seller on the Buyer’s premises.
The Guarantee period herein referred to shall be either a period of twelve months from the date of despatch of the Products or six months from the date of installation of the Products whichever period shall first expire.

14 Defective Products and Consequential Loss

Items represented by the Buyer to be defective shall not form the subject of any claim for work done by the Buyer or for any actual or consequential loss damage or expense whatsoever arising directly or indirectly from such defects but such products if returned to the Seller and accepted by it as defective will be at the request of the Buyer and if practical be replaced as originally ordered. Defects in quality or dimensions in any delivery shall not be a ground for cancellation of the remainder of the Order of Contract.

15 Claim for Damage Shortage or Loss

No claim for damage in transit, shortage of delivery or loss of products will be entertained unless, in the case of damage in transit or shortage of delivery a separate notice in writing is given to the Carrier concerned and to the Seller within 24 hours of the receipt of the Products followed by a complete claim in writing made within 7 days of the date of consignment. Where Products are accepted from the Carrier concerned without being checked the delivery book of the Carrier concerned must be signed “not examined”.

16 Arbitration

All disputes difference or questions at any time arising between the parties as to the construction of the Contract or as to any matter or thing arising out of the Contract or in any way connected therewith shall be referred to the arbitration of a single Arbitrator who shall be agreed between the parties or who failing such an Agreement shall be appointed at the request of either party by the President for the time being of the Mechanical Handling Engineers Association. The arbitration shall be in accordance of the Arbitration Act 1950 or any Statuary modification or re-enactment thereof for the time being in force.

17 Law of the Contract

Unless otherwise agreed between the parties in writing the Contract shall be subject to and construed in accordance with English Law.

APT POWERDRIVE is a trading name of AMIR POWER TRANSMISSION LIMITED