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The following terms and conditions
("the Conditions") are the terms on which On Air Suspension Limited ("the Company") sells to
other businesses and supersede all other terms and conditions used by the
Company. Any typographical, clerical, or other error or omission in any sales
literature, quotation, price list, acceptance of offer, invoice or other
document or information issued by us shall be subject to correction without any
liability on our part.
1. Orders, price and payment.
1.1 No order submitted by the Customer shall be deemed to be accepted by us unless and until confirmed in writing by our authorised representative. Customers shall be responsible to us for ensuring the accuracy of the terms of any order or specification submitted. We reserve the right to make any changes in the specification of goods which are required to conform with any applicable safety or other statutory requirements or where goods are to be supplied to our specification which do not materially affect their quality or performance.
The price (exclusive
of VAT) for the Goods ("the Price") shall be the quoted price of
the Company and payment of the Price shall be made by the Buyer within 30 days
of the date ("the Due Date") of the invoice for the Goods.
If the Price is not
paid by the Due Date the Buyer will be liable to an additional
payment of reasonable liquidated damages. Interest shall accrue both before and
after any court, judgment on the unpaid portion of the Price at the rate of eight percent above the base rate from time to time of Lloyds Bank plc.
Any cancellation of any order by the Buyer must be in writing; and agreed as
cancelled also in writing by the Company. In case of any cancellation, the Buyer
may be released from its obligations under the contract after payment of a sum
for reasonable liquidated damages.
The description and quantity of the Goods to be sold ("the Goods") shall be as set out in the quotation provided by the Company to the Buyer ("the Quotation").
The Company shall deliver the Goods to the Buyer's address and on the date as both are shown on the Quotation. Time shall not be of the essence for delivery. The Buyer shall make all necessary arrangements to take delivery of the Goods on the day notified by the Company for delivery.
The Company must be advised in writing by recorded delivery of any defects in the Goods as soon as they are discovered by the Buyer who shall be deemed to have accepted the Goods if they have not been rejected on or before the seventh day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part thereafter.
5. Title and risk.
The Goods shall be at the risk of the Buyer following delivery and, notwithstanding delivery, title in the Goods shall not pass to the Buyer until the Company has made payment of all sums owing to the Buyer failing which the Company shall have the right to repossess or otherwise recover the Goods. Until title passes the Buyer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the Goods of the Company.
6. Limitation of liability.
Save in respect of
personal injury or death due to any negligence, the Company
shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to
any defect in the Goods.
6.2 Without prejudice to Condition 6.1 the Company shall not be liable to
or any third party for any loss of profit, consequential or other economic loss
suffered by the Buyer arising in any way from this Agreement.
As the Company does not manufacture any goods, the Customer agrees that the Company shall have no liability for faulty or defective goods supplied save to the extent of any manufacturer’s warranty (whether expressed or implied) available to the Company in respect thereof and the Company will, if required by the Customer assign the benefit of any such warranty to the Customer to enable it to pursue its claim against the manufacturer PROVIDED THAT the Company shall have no greater liability to the Customer than the manufacturer has to the Company. The Customer must notify the Company forthwith, in writing, upon becoming aware of any fault or defect in the goods so as to enable the Company to claim against the manufacturer within any applicable time limits for notification of such claims.
8. Force majeure.
The Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply.
If any term or
provision of these Conditions is held invalid, illegal or unenforceable
for any reason by any Court of competent jurisdiction, such provision shall be
severed and the remainder of the provisions hereof shall continue in full force and
effect as if these Conditions had been agreed with the invalid, illegal or
unenforceable provision eliminated.
The Company may
without the consent of the Buyer sub-licence its rights or
obligations or any part of these Conditions.
The headings in these
Conditions are for ease of reference only and shall not affect
the interpretation of any of the Conditions.
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.
11. Entire agreement.
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.
12. Governing law and jurisdiction.
The laws of England and Wales shall govern this agreement and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.