ABL – STANDARD TERMS AND CONDITIONS
i. For the purpose of these conditions, the term ABL shall mean Accessory Bits Limited.
ii. The term Customer shall mean any other party, to which ABL shall offer a quotation, offer of sale or contract.
iii. Invoice shall mean the document despatched from ABL to the Customer requiring payment, which will be deemed to include these terms and conditions of sale.
iv. Pro forma Invoice shall mean the document despatched from ABL to the Customer requiring payment to ABL before shipment of Goods.
v. Order shall mean the goods requested by the Customer and transmitted to ABL in any form bearing the Customers name, address and official Order Number.
vi. Delivery note or Advice note shall mean the document accompanying the goods in their despatch and delivery from ABL to the Customer.
vii. No conditions or stipulations in or attached to any form of order to ABL by the customer which is inconsistent with these Conditions or which adds to or modifies them in any way shall have any effect.
viii. No person in the employ of ABL or acting or purporting to act as an agent of ABL has the authority to accept orders or supply goods on any conditions other than these conditions in any way whatsoever, except by written agreement between the Customer and a Director of ABL.
2. Prices and Quotations
i. All prices listed in ABL price lists issued from time to time are correct at the time of print. ABL will make all reasonable endeavours to ensure that goods are available at these prices. ABL cannot be held responsible if supplies are unobtainable or otherwise unsaleable.
ii. All quotations are valid for a period of 30 days unless otherwise agreed in writing, subject to clause viii. in section 1 above.
iii. Pro forma invoices are valid for the period stated thereon. If no period is stated the prices quoted are valid until the end of the month in which the invoice was raised.
iv. All prices quoted are subject to the addition of Value Added Tax at the prevailing rate at the time of despatch.
3. Payment and Settlement Terms
i. Customers wishing to open credit facilities with ABL may do so by completing the ABL credit application form in electronic form.
ii. ABL reserves the right to decline any application for credit facilities without any reason.
iii. Credit accounts are subject to settlement by the Customer within 30 days from the end of the month of Invoice.
iv. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy available to ABL, all sums owed to ABL by the Customer on account or otherwise, shall immediately become due and payable in full and ABL shall be entitled to:
- Cancel the contract or suspend any further deliveries to the Customer.
- Appropriate any payment made by the Customer to such of the goods (or goods supplied under any other contract between ABL and the customer) as ABL may think fit (notwithstanding any purported appropriation by the Customer); and
- Charge the Customer interest (both before and after any judgment) on the amount unpaid at 3% above the prevailing base rate and permitted by law until payment is made (a part of a month being treated as a full month for the purpose of calculating interest)
v. If the customer does not have a credit facility with ABL payment will be accepted by Cash, Banker’s draft, and Cleared Personal or Company cheque, or at the discretion of the Director’s Letter of Credit. In the case of customer collection, goods will only be released when cleared funds are received in ABL’s Bank account or at the Discretion of Director’s Cash on Collection.
vi. The time for payment of the price shall be the essence of the contract and ABL shall be entitled to sue for the price of the Goods, notwithstanding that delivery may not have taken place or that the property in the Goods has not passed to the Customer.
vii. Where the customer in payment of Goods offers a cheque, ABL reserve the right to delay despatch of the Goods pending the clearance of that cheque.
viii. ABL does not give any discount for prompt or early payment of invoices or monthly statements.
ix. The Customer shall not withhold payment on account of any claim the Customer may have against ABL.
4. Retention of Title
i. Before entering any agreement with ABL for the purchase of Goods, the Customer expressly warrants that they are not insolvent and have not committed any act of Bankruptcy and knows of no circumstance which would entitle any debenture holder to appoint a receiver, administrative receiver, or liquidator, to petition for a winding up order or exercise any other rights over or against the company’s assets.
ii. Risk in Goods the subject of any agreement by ABL to sell, which means without limitation any order, shall pass to the customer immediately upon delivery, be this to the customer premises, upon collection from ABL or to an agreed third party address. The customer shall insure such goods against loss and damage naming ABL as loss payee and shall produce to ABL evidence of such insurance upon request.
iii. Such Goods shall remain the sole and absolute property of ABL as legal and equitable owner until such time as the Customer shall have paid ABL the agreed price together with the full price of any other Goods the subject of any other contract with ABL and ABL may reclaim such Goods as soon as the payment for them becomes overdue, without having to rescind the contract with the customer. The customer acknowledges that they are in possession of the goods solely as bailee for ABL until such time as payment is received as defined in section 3.
iv. In order to protect ABL’s interests in Goods for which payment in full has not been received, the Customer shall, if called upon to do so, register a charge in favour of ABL on such Goods or a floating charge in favour of ABL on the customers business.
v. Until such time as the customer becomes owner of the Goods, they will store them on their premises separately from all other Goods and identify them by suitable marking or labelling as the Goods of ABL and will take all steps necessary to protect the interests of ABL in the Goods.
vi. The Customer’s right to possession of the Goods for which payment in full has not been received shall cease in the event of their insolvency. ABL may, in such event, stop the Goods in transit after parting with possession of them or, for the purpose of recovery of its Goods, enter upon any premises where they are stored or where they are reasonably thought to be stored and may re-possess the same.
vii. The customer shall not cause or permit any of ABL’s Goods to be incorporated in or affixed to any building until the Customer has paid ABL in full for such Goods.
viii. Until such time as the customer becomes the owner of the Goods and subject to the terms hereof, the customer is licensed by ABL to process the said Goods in such fashion as they may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other article or item whatsoever containing any part of the said Goods shall be separately stored and marked so as to be identifiable as being made from or with the Goods which are the property of ABL.
ix. If Goods, which are the property of ABL, are admixed with Goods which are the property of the Customer or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of ABL. If Goods which are the property of any other person other than the Customer are processed with or incorporated therein the product thereof shall become or shall be deemed to be owned by ABL in common with that other person.
x. The Customer shall not sell or permit to be sold any of ABL’s Goods or any interest therein in any Goods produced with or from ABL’s Goods as described in clause vii and ix unless:
- It is a bona fide sale to an independent party affected in the normal course of its business it being agreed that in exercising such power of sale the Customer shall (as between the Customer and ABL) effect such sale as agent for ABL. If such sale by the Customer is on credit, the Customer shall inform such independent party that the Goods remain the property of ABL until such time as the price thereof has been paid in full to ABL or its assignee, and the customer shall be deemed to have assigned their claim against such independent party to ABL to the value of the price not yet paid to ABL or its assignee.
- The Customer agrees to indemnify ABL for any liability incurred by ABL as principal.
- The Customer shall immediately on receipt of the entire proceeds of such sale (‘the proceeds’) account to ABL or its assignee for the price payable to ABL or its assignee for such Goods of ABL and any other costs of carriage, insurance or other costs borne by ABL in respect thereof.
- The Customer shall, until receipt by ABL or its assignee of the proceeds, hold the proceeds in trust for ABL or its assignee and pay the proceeds into a bank account in the name of ABL or its assignee and the Customer shall not credit any monies other than monies received on the sale of such Goods of ABL to such account or draw on such account except for the purpose of paying ABL or its assignee the price payable as described in subclause 3. above and no other funds shall be credited to such account. The interest accrued on such account shall be paid to ABL or its assignee.
5. Carriage and Delivery
i. ABL reserves the right to charge carriage on deliveries as appropriate. And in any case on all orders of less than £300.00 net value.
ii. Delivery dates are given in good faith by ABL to indicate estimated delivery times but shall not amount to any contractual obligation to deliver at the times stated in any communication by and on behalf of ABL.
iii. Where Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by ABL to deliver any one or more of the instalments in accordance with these conditions or any claim by the Customer in respect of any one or more instalments, shall not entitle the Customer to treat the contract as a whole repudiated.
iv. No liability for direct or consequential loss or damage arising from delay in delivery of the Goods howsoever caused will be accepted.
v. The Customer shall:
- Check all Goods delivered by or on behalf of ABL and sign the delivery note for the Goods at the time of delivery.
- Mark any discrepancies between the Goods ordered and Goods delivered and inform ABL within three days of the delivery. Such discrepancy to include claims for damaged Goods.
vi. Any claims for discrepancies or damaged Goods must be submitted to ABL in accordance with subclause 1. and 2. above, each claim submitted to ABL must include full particulars of the Order, the delivery/advice note and full details of the claim. Claims will not be accepted by ABL if they are not submitted within three days of delivery. Submission of a claim within three days does not necessarily mean that ABL will accept liability in relation to such claim. A delivery note signed ‘unexamined’ is not sufficient to uphold a claim.
vii. ABL shall not be liable for any loss resulting from the Customers failure to comply with the requirements, conditions or regulations of the Post Office, or an independent carrier appointed to transport the Goods.
6. Guarantees, Warranties and Limitation of Liability
i. Except as provided elsewhere in these conditions, ABL provides a one-year warranty against defective workmanship and materials on all Goods supplied to the Customer.
ii. Such warranty excludes any and all consequential losses however caused and is limited to the replacement of the defective Goods. Provided always that:
- Such defect would not have been apparent on inspection.
- Notice has been received by ABL of such defect within 7 days of the date by which the purchaser could first reasonably have ascertained that such defects existed and within two calendar months after delivery; and:
- The Customer or end-user has not dealt with the Goods in such a way as to render their condition worse than when they were delivered.
Such warranties do not affect your statutory rights.
iii. All descriptions, weights and dimensions given by ABL are given in good faith however; no responsibility is taken by ABL for their accuracy.
iv. Variations of colour, finish, materials and other aspects of appearance may occur from time to time, however caused no liability is accepted.
v. ABL does not accept liability for failure to comply with any standards or regulations required by law (“the legal requirements”) in respect of Goods supplied by ABL or for indirect or consequential loss or damage arising from such Goods.
i. ABL trading policy is only to supply bona fide trade customers against official Customer Orders. The proper control and authorisation of official Orders is deemed to be the responsibility of the Customer. ABL cannot accept liability for either the incorrect use or abuse of Customer official Orders.
ii. ABL reserves the right at any time and without explanation to:
- Refuse to accept an Order.
- Cancel an Order
- Suspend deliveries against an Order whether or not an account is in arrears.
- Refuse cancellation of an Order
- Cancel unexecuted instalments of an Order.
iii. No variation of an Order will be recognised unless otherwise agreed by ABL in writing.
iv. Written confirmation from a Customer of any Order made by him by telephone must be received by ABL clearly marked as confirmation of such Order. No Orders will be actioned until such confirmation is received. ABL cannot be responsible for duplication of the Order.
v. ABL retains the right to levy a handling charge equal to 20% of the contract price where a customer cancels an order.
vi. Customers are responsible for checking the accuracy of all Order acknowledgements. ABL will acknowledge all Customer Orders in writing, no claims for discrepancies between the items and quantities ordered and those supplied will be accepted where Goods supplied are in keeping with those acknowledged.
i. No Goods may be returned by a Customer without the agreement of ABL. Agreement will be acknowledged by the issue of a ‘Goods Return No.
ii. Non-faulty Goods may only be returned within fourteen (14) days of receipt of the order.
iii. Where ABL have agreed to accept the Goods back, the Customer is required to return the Goods to ABL within fourteen (14) days, otherwise the case will be closed, and there will be no further obligation on ABL’s part to accept the Goods.
iv. Goods must be returned to the address provided:
- in their original packaging
- in a re-saleable condition
v. Goods not conforming to all of 8.iv. will not receive a credit and will be disposed of.
vi. Goods returned for credit must be accompanied by an advice note quoting the ABL Invoice No on which the Goods were originally supplied, the issued ‘Goods Return No’ and the reason for return.
vii. Goods returned to ABL for any other reason than those expressly covered in section 6. above will attract a handling and restocking charge of 33%
viii. No liability will be accepted by ABL for loss or damage to Goods returned in circumstances outside of these conditions.
ix. If there is a discrepancy between the Goods advised as returned and those actually received, ABL will only credit the Goods received.
The copyright and all other intellectual property rights in all lists, descriptions, articles, drawings and other information produced by ABL shall remain the property of ABL at all times.
ABL and the Customer each agree to keep confidential all information relating to the business, policies, accounts, activities of any nature, of the other where such knowledge is received in the course of transactions between the parties. Neither party shall divulge to any third party any information whatsoever relating to the other party, save only where such information is required by an employee or agent for the purpose of carrying out the obligations under these Conditions of Sale.
11. General Data Protection Regulations
These Conditions are subject to and shall be construed in accordance with English law, and the parties submit to the non-exclusive jurisdiction of the English court.
13. Conflict of Terms
These standard Terms and Conditions are incorporated into the contract to the exclusion of any other party’s Terms and Conditions. In the event of a dispute, these Terms and Conditions prevail.