Every contract of sale, whether made by direct order or by your acceptance of a quotation, is subject to these conditions. All other conditions or warranties, whether implied by statute, common law or trade usage or expressed by you, are hereby excluded, with the exception of conditions expressly accepted by us in writing and conditions and other terms the exclusion of which is prohibited by law.
(1)Dates given for delivery are approximate and we shall not be liable for any delay in delivery or failure to deliver unless such delay or failure
(a)is of an unreasonable length, and
(b)is caused by circumstances other than war, civil insurrection, riot, Act of God, industrial action (whether by our own or other persons’ workmen), prohibition or restriction by a competent authority, failure of any person to deliver to us goods, plant, machinery, materials or component parts or any other events beyond our reasonable control.
(2)Where we are prevented from delivering within a reasonable time after any given delivery date we shall as soon as practicable give you notice of the cause of such prevention and, failing an agreement for a new delivery date, the contract shall be deemed frustrated and the provisions of the Law Reform (Frustrated Contracts) Act1943 shall apply.
(3) (a)In any event, our liability for delay in delivery or failure to deliver shall be limited to the return of any deposit or price paid in respect of the goods involved in such delay or failure.
(b)We shall not be obliged to deliver any goods at any time when payment for any previous delivery or any other debt owed by you to us is overdue.
3.Place of Delivery
(1)Unless otherwise expressly agreed by us in writing delivery of goods shall take place at our premises and the risk in the goods shall thereupon pass to you.
(2)Without prejudice to sub-paragraph (1) of this clause, on request, we may deliver the goods to your own address/premises, the cost of which shall be charged in accordance with clause 10(1) hereof.
4.Loss or Damage in Transit
Without prejudice to the provisions of Condition 3, we shall not in any case be liable for shortage of or loss of or damage to goods in transit unless:
(a)such shortage, loss or damage caused by our negligence, and
(b) the carriers and ourselves are notified
(i)in the case of shortage, loss or damage of a consignment actually delivered, by telephone within 24 hours of actual delivery, and such notification is confirmed in writing within 3 days of actual delivery, or
(ii)in case of non-delivery, in writing within 3 days of the date of despatch, which will normally be that shown on our Advice Note or Invoice, and
(c)in the case of damage to goods, those goods are either returned to us carriage-paid for inspection within 7 days of delivery or arrangements are made for inspection to be carried out on site by our representative.
(1)Subject to paragraph (2) of this condition we shall without charge repair or, at our option, replace any goods sold by us which are defective at the time of their delivery to you or which become defective within twelve months of their delivery to you provided that:
(a)we are promptly notified of any defects in the goods, and,
(b)the goods are returned to us return carriage paid. Where goods are returned to us and are found to be defective we may make a reasonable charge for inspection and handling.
(2)(a)Our obligations under this Condition do not apply in relation to:
(i)defects caused by improper installation, of the goods,
(ii)misuse of the goods;
(iii)goods, the serial number of which has been altered or removed;
(iv)modification or repair of the goods other than by Autosound or an authorised distributor of Autosound;
(v)other circumstances over which we have no control.
(b)Goods are “defective” if they do not function properly owing to a fault in the material or workmanship or to a material discrepancy from the contract description.
If after the date of contract and before the date of delivery the manufacturer’s prices or the cost to us of any labour, carriage or freight, insurance or materials are in creased,we may make a corresponding increase in the price. If such prices or costs are decreased, we may decrease our price accordingly.
Any quotation or offer made by us will remain valid for a period of 30 days only, unless otherwise expressly agreed by us in writing.
You shall not do in relation to the goods any act to which Section 6 of the Trade Marks Act 1938 applies.
(1)If, after the date of contract and before the date of delivery of the goods, improvements are made in the design or specification of the goods we may, on giving notice to you, incorporate such improvements in the goods sold to you, provided that:
(i)the performance and quality of the altered goods are at least equal to those of the goods ordered, and
(ii)no price variation is made except with your consent, and
(iii)delivery is not unreasonably delayed.
(2)We shall not be obliged to make any alteration to the goods ordered, whether arising by reason of the amendment of the regulations of a competent authority made subsequent to the date of contract or otherwise.
10.Prices and Payment
(1)Prices Unless otherwise indicated prices are quoted exclusive of Value Added Tax. The cost of freight, packing and Labour in respect of any deliveries to your own address/premises shall be charged extra.
(2) Cash on Delivery Customers not having an approved credit account or whose accounts are in arrears must pay cash for goods on delivery and where required the cost of carriage or freight, packing materials and labour. Drivers cannot leave goods without settlement having been made.
(3)Accounts Customers wishing to open an account must complete our credit application form and furnish any required references. Goods will not be supplied on credit until we have approved those references.
(4)Payments of Credit Accounts
(1)Subject to paragraph (2) below, settlement of credit accounts is to be made strictly in accordance with invoice values within 30 days of the date of delivery, installation or servicing of goods.
(2)Goods with a total invoice value of less than £5 cannot be charged to a credit account.
11.Retention of Title
(1)(a)Notwithstanding that delivery of the goods has been affected, and solely for the purpose of securing payment of all outstanding invoices due to us by you in the event of your becoming insolvent, the goods sold pursuant to this contract shall remain our absolute property until we receive payment of all amounts invoiced by us to you and outstanding from time to time or until the goods are resold by you, whichever is the earlier.
(b)Notwithstanding the incorporation of the goods in other products, the property in such you, whichever is the earlier, but all risks in such products shall be borne by you.
(c)You shall store the goods in such a way that they are readily identifiable as our property.
(d)In the event of your entering into liquidation, having a winding-up order made against you, suffering the appointment of a receiver over your assets, income or any parts thereof, or otherwise being unable to pay your debts as they become due, we shall be entitled immediately after giving notice of our intention to repossess to enter upon your premises and repossess any goods or products to which we have title hereunder.
(e)Nothing in this Condition shall confer any right upon you to return the goods or to refuse or delay payment therefore, unless otherwise agreed by us in writing.
(2)Notwithstanding the foregoing, you shall be liable for any damage to the goods from the time of delivery and you shall insure the goods and any products incorporating the goods against all relevant insurable risks from the time of delivery or incorporation, as the case may be.
Subject to the provisions of Conditions 2, 4 and 5 hereof, we shall not be liable for any direct or indirect costs or losses (including, but without being limited to, the cost of repairing or replacing the goods and any loss of profits for whatsoever reason) relating to death of, injury to, or damage to persons or property howsoever arising from the sale, use, installation or servicing of the goods or any defect therein, except in such cases where we are prevented by statute from excluding or restricting our liability.
13. Law and Jurisdiction
The construction, validity and performance of this contract and matters pertaining thereto shall be governed in all respects by English Law and the English High Court of Justice or a County Court, as the case may be, shall have jurisdiction to entertain any action brought in connection therewith.
NOTE TO CONSUMERS
NOTHING IN THESE CONDITIONS SHALL AFFECT YOUR STATUTORY RIGHTS.