General

Advanced Composite Structures Ltd (described as the seller) enters into contracts of sale only upon the basis that the conditions set out below govern the contract. No variation of these conditions set out below govern the contract. No variation of these conditions will alter the contractual liability of the Seller unless such variation is in writing signed by the Managing Director. The Buyer means that person, firm, company, corporation or other body to whom the Conditions of Sale and Delivery is addressed.

1. Acceptance of Orders

• Orders are only accepted subject to these Conditions of Sale and any variations of these Conditions introduced by the Buyer shall be ignored unless the Seller expressly agrees in writing.

2. Copyright

• All drawings designs, etc. prepared by the Seller remain the Seller's property and must not be reproduced in any manner without permission in writing.

3. Cancellation of Orders

• The Seller cannot accept the subsequent cancellation of orders unless notified to the Seller in writing. If the Buyer is unable or wrongfully refuses to accept delivery of the goods after notification that the goods are ready, then the Seller reserves the right in addition to pursuing any other remedy, to invoice the goods whereupon payment therefore shall become immediately due and payable. Should cancellation be made outside of these conditions the Buyer shall compensate the Seller to the extent of all costs and charges incurred by the Seller and any loss of profit suffered by the Seller by reason of the cancellation.

4. Delivery

• Any date or time named for delivery is an estimate only and although the Seller will make every effort to meet the delivery date the Seller will not be liable for any loss or damage of any kind whatsoever (including consequential loss) directly or indirectly attributable to delay in delivery.
• The Seller shall be entitled to effect delivery by instalments and each part delivery shall be considered a separate transaction, which will not affect the rights or liabilities of either party under the contract as to the remaining deliveries.
• Any delay in deliveries shall not give rise to termination of any contract between the Seller and the Buyer unless such delay results from the willful default of the Seller, its servants and agents.

5. Export

• Any contract is subject to the Seller obtaining any necessary export permission.
• The Buyer is bound to obtain all necessary import permission, failing which, the Buyer is in breach.
• Prices exclude import duties, taxes, landing, warehousing, etc, unless otherwise stated.
• Unless otherwise stated, irrevocable letter of credit, confirmed in the UK and payable at sight requiring presentation of shipping documents is required before dispatch.

6. Risk

• Notwithstanding that the property in the goods may not have passed to the Buyer due to payment in full having not been received by the Seller, the risk shall pass to the Buyer with delivery.

7. Storage

• Where dispatch of the goods is delayed at the Buyer's request or by reason of failure to give proper instructions as to delivery, the Seller shall be entitled to arrange storage, either at its own works or elsewhere. The Buyer on demand shall pay for all charges and insurance.

8. Passing of Property

• The Seller shall retain full legal and beneficial interest and title to the goods the subject of a contract until payment in full therefore by the Buyer. Property in any goods supplied shall not pass to the Buyer or to any other person merely by virtue of their becoming affixed to the real or personal property of the Buyer or such other person.
• Payment conditions are set out in schedule 1.
• The Seller reserves the right if payment has not been made by the due date or the Buyer commits any other substantial breach of the contract, to withhold further deliveries and to take whatever legal action the Seller thinks fit to enable payment to be obtained or the goods to be recovered.
• Pending payment in full of the purchase price the Buyer shall store the goods separately or in such a way that they are clearly the property of the Seller. To keep the goods insured against all usual risks at the Buyer's expense and procure that the Seller's interest is noted on the policy and the Buyer shall hold the proceeds of any insurance claim on trust for the Seller in a separate designated account.

9. Liability

• Any claim by the Buyer in respect of damage in transit shall be notified to the Seller in writing by the Buyer within 3 days of the delivery of the consignment to which the claim relates. The Buyer's failure to give notice of any claim for damage deficient receipt or loss in accordance with these provisions shall constitute an unqualified acceptance of the goods forming part of the consignment and a waiver by the Buyer of all and any claims in connection therewith.
• The Seller will accept no liability in respect of any loss or damage, including personal injury, arising out of the incorrect storage, application or handling of the goods by the Buyer or any agent, representative or employee of his. or for any loss or damage sustained by the Buyer howsoever caused as a result of the use of the goods by the Buyer or his agents, representative or employee of his.

10. Defects

• The Seller will be prepared to consider any complaint about manufacture, workmanship or material which the Buyer may feel justified in making whilst accepting no legal liability and retaining sole discretion in such matters providing such a complaint is made within 3 months of the invoice date.
• In the event of goods supplied by the Seller being proved defective for whatever reason, it is agreed that the liability of the Seller shall be limited. Limitation shall be to either repair the defective goods, to replace such goods or to pay the value of the defective goods, but not to include any consequential loss suffered by the Buyer.
• Under no circumstances should any repair or replacement of failed parts be undertaken before the Seller grants approval in writing.

11. Returned Goods

• All goods returned to the Seller for work under guarantee or work undertaken at the Buyer's request and at his own cost, shall be returned in a clean and dry condition. Should the Seller judge that the goods are not in a fit condition as to cleanliness, the Buyer will bear all costs of putting such goods in fit condition by removing them for cleaning of providing labour or the cost of labour to put the goods in fit condition. Transport for goods collected and re-delivered by the Seller for repair work at the Seller's premises will be charged at cost.

12. Force Majeure

• The Seller shall not be liable for any failure to perform any of its obligations under any contract where such failure is due to any circumstances whatsoever beyond its control and in any such circumstances the Seller shall be entitled at its discretion either wholly or partially to suspend deliveries for a period corresponding to the duration of the event causing the delay or to cancel the order or any part thereof.

13. Governing Law

• The Conditions of Sale and Delivery shall be construed to and governed by the law of England, and if any part of these Conditions is rendered void or unenforceable at law that part shall be severable from the remainder of these Conditions which shall remain in full force and effect.

back to top