AIR IMPROVE LIMITED – CONDITIONS OF SALE
1. Definitions
1.1 “Buyer” means the party who buys or agrees to buy goods and/or services from the Seller.
1.2 “Conditions” means the terms and conditions of sale set out in this document (and any special terms and conditions agreed separately in writing by the Seller) as well as those matters set out by the Seller in its sheet entitled “General Contract Information”.
1.3 “Delivery Date” means the date specified by the Seller when the goods are to be delivered.
1.4 “Goods” means the articles, which the Buyer agrees to buy from the Seller.
1.5 “Manufacturer” means the original supplier of the Goods (or that original supplier’s agent)
1.6 “Price” means the price for the Goods (including carriage, packing and insurance) and/or the Services, but excluding VAT.
1.7 “Quotation” means the quotation given by the Seller to the Buyer in respect of, inter alia, the Price
1.8 “Seller” means Air Improve Limited of Unit 4, City Business Centre, Hyde Street, Winchester, Hampshire SO23 7TA.
1.9 “Services” means services which the Buyer agrees to buy from the Seller

2. Conditions applicable
2.1 Subject to any special terms appearing in the Seller’s Quotation, these Conditions shall apply to all contracts for the sale of Goods and/or Services by the Seller to the Buyer to the exclusion of all other terms and conditions (save including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document.
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase such Goods and/or Services pursuant to these Conditions.
2.3 Acceptance of delivery of Goods (or permitting Seller to commence provision of Services) shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3. The Price and payment
3.1 The Price shall be the Seller’s quoted price set out in its Quotation which shall be binding upon the Seller provided the Buyer shall accept the Seller’s Quotation in writing within 90 days (or other time limit stated in the Seller’s Quotation if applicable). The Price is exclusive of VAT, which shall be due at the rate prevailing on the date of the Seller’s invoice.
3.2 Payment of the Price and VAT shall be made in full by the Buyer to the Seller by no later that the 15th of the month following the month of the Seller’s invoice unless otherwise stated in the Seller’s Quotation. In all cases time for payment shall be of the essence.
3.3 If payment of the Price and VAT is not received in full when due, the Buyer shall pay interest on the unpaid amount to the Seller. Interest shall accrue from the date when payment became due from day to day until the date of payment at a rate of 4% above Barclays Bank Plc’s base rate from time to time in force and shall accrue at such rate after, as well as before any judgment obtained by the Seller against the Buyer, notwithstanding the terms of the Late Payment of Commercial Debts (Interest) Act 1998.
3.4 If the Buyer fails to make payment on the due date referred to in sub-clause 3.2 above, then without prejudice to any of the Seller’s other rights the Seller may:-
3.4.1 suspend or cancel deliveries of any Goods (or other articles) due to the Buyer; and/or
3.4.2 appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.

4. The Goods
The quantity and description of the Goods shall be as set out in the Seller’s Quotation. However, if for reasons beyond its direct control the Seller is unable to procure and supply the Goods as exactly described in such Quotation, the Seller reserves the right to substitute different but similar Goods (i.e. different Manufacturer and/or different models).

5. Warranties and Liability
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.
5.2 Save as expressly stated in these Conditions of Sale, all terms, conditions and warranties (whether express or implied) whether by the Seller, its servants or agents or otherwise, relating to the quality and/or fitness for purpose of the Goods (or any of them) are hereby excluded.
5.3 The Seller warrants to the Buyer that the Goods shall be free from defects in materials and workmanship for a period of 12 months from delivery (or for such longer period as may be offered by the Manufacturer’s warranty, if any, as noted in the Seller’s Quotation and provided that the Buyer complies at all times with the terms and conditions of such Manufacturer’s warranty) provided that such defects do not arise through misuse or neglect by the Buyer or others, or as a result of repair work and/or servicing being undertaken by anyone other than the Seller. In any event this warranty shall not give rise to any liability to the Seller for any losses incurred by the Buyer as a consequence of any such defects.
5.4 The specification and design of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller, then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.

6. Delivery
6.1 The Seller shall deliver the Goods to the Buyer’s address (or to such other address as shall be agreed in writing between them) on the Delivery Date. The Buyer shall at all times make all and any arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller shall be entitled to deliver the Goods later than the Delivery Date (and shall notify the Buyer of a new Delivery Date) where delivery is delayed by reason of:
6.2.1 Act of God; or
6.2.2 mobilisation, war, civil disorder, strike or lock-out, other industrial action, fire, flood, drought, tempest, explosion, accident, theft, climatic conditions, shortage of materials or any other event or reason beyond the direct control of the Seller; or
6.2.3 the introduction of Government legislation which could not reasonably have been foreseen at the date the Seller agreed to supply the Goods to the Buyer.
6.3 The Seller shall have the right to suspend delivery of the Goods at any time.
6.4 The Seller shall not be liable for any loss or damage whatsoever due to the failure by the Seller to deliver the Goods (or any of them) promptly or at all.
6.5 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly, the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within three months of the Delivery Date (or any extension thereof contemplated under sub-clause 6.2 above).
6.6 Delivery against an order (or orders) placed for the Goods shall be clearly evidenced by the return to the Seller (or to its authorised carrier) of the official Packing/Delivery Note accompanying the Goods which must be signed and dated by an employee of the Buyer whose signature should be legibly identified in capital letters on the Packing/Delivery Note. Receipt by the Seller of the signed Packing/Delivery Note howsoever signed as acknowledgement of receipt of the Goods shall be absolute and irrevocable proof of delivery of the specified (numbered) items on the Packing/Delivery Note and no claims for shortages will be accepted or considered.
6.7. In the event of the Seller being prevented by any reason beyond its direct control from delivering the Goods (or any of them) to the agreed place of delivery, the Seller shall store the Goods (or any of them) and the Buyer shall be liable to the Seller for all charges arising therefrom, together with all and any finance charges, handling charges and additional transportation costs incurred by the Seller. All such charges shall be invoiced by the Seller to the Buyer and shall be paid by the Buyer within 14 days of the date of the Seller’s invoice(s).

7. Acceptance of Goods and Loss or Damage in Transit
7.1 The Buyer shall inspect the Goods immediately upon delivery and shall within one working day of such delivery give notice in writing to the Seller if it is alleged that the Goods are not in accordance with the contract. Any claim outside the aforesaid period of one working day will not be accepted.
7.2 The Buyer shall in respect of alleged visible damage to the Goods at the time of delivery make a note of the alleged damage on the Packing/Delivery Note accompanying the Goods and shall additionally within one working day of delivery give notice in writing to the Seller of such alleged damage.
7.3 Any of the Goods in respect of which the Buyer makes a claim hereunder shall be preserved by the Buyer intact as delivered and at its risk for a period of twenty one days from notification of the claim within which time the Seller or its authorised agent shall have the right to investigate the claim and inspect the Goods. All original packaging shall be retained by the Buyer until inspected by the Seller or its duly authorised agent.
7.4 The Seller will repair or replace free of charge (at its option) any of the Goods which it is satisfied have been damaged or lost in transit, provided the Buyer shall have given to the Seller written notification of such damage or loss within one working day as stated above in sub-clauses 7.1 and 7.2. Any claim outside the aforesaid period of one working day will not be accepted.
7.5 In the absence of any claim under sub-clauses 7.1 and 7.2 above, the Buyer shall be deemed to have accepted the Goods on the second working day after delivery.

8. Title and risk
8.1 The Goods shall be at the Buyer’s risk as from delivery.
8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
8.2.1 the Buyer shall have paid the Price plus VAT in full; and
8.2.2 no other sums whatever shall be due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the Buyer in accordance with sub-clause 8.2 above the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller, the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
8.6 Until such time as property in the Goods passes from the Seller, the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods, which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.8 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.9 The Buyer shall promptly deliver the prescribed particulars of the contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9. Insolvency or other Default of the Buyer
9.1 If the Buyer fails to make payment for the Goods in accordance with the contract of sale or commits any other breach of the contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
9.1.1 suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part; and/or
9.1.2 exercise any of its rights pursuant to clause 8 above.

10. Set-Off and Counterclaim The Buyer shall not be entitled to withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim to which the Buyer might otherwise be entitled at any time.

11. Indirect Loss The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss or profit) suffered by the Buyer arising out of a breach by the Seller of these terms and conditions.

12. Cancellation by Seller The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

13. Notices Any Notices required to be served pursuant to these terms and conditions shall be in writing and served by first class post or by hand on the Seller at the Seller’s address or such other address as the Seller may from time to time notify to the Buyer and on the Buyer at the Buyer’s registered office or principal place of business.

14. Severance Any provision contained in these terms and conditions, which are or may be void or unenforceable, shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision contained in these terms and conditions.

15. Headings All headings in these Conditions are for ease of reference only and shall not affect the construction of the contract.

16. Waiver No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under these terms and conditions shall prejudice its right to do so in the future.

17. Proper law and jurisdiction The contract between the Seller and the Buyer shall be subject to the law of England and Wales and the Seller and the Buyer agree to submit to the exclusive jurisdiction of the English courts. 22/03/2009

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