Terms and Conditions of Sale

DEFINITIONS AND INTERPRETATION
In these conditions:
“Buyer” means any customer of the Seller
“Conditions” means the terms and conditions set out herein.
“Contract” means the contract for the sale of Goods formed in accordance with Clause 2.1 below.
“Seller” means Advent Tools Ltd.
“Goods” means those goods of the Seller purchased by the Buyer.
“Price” means the price of the Goods purchased under the Contract.
“VAT” means Value Added Tax.
“Writing” includes facsimile transmission and comparable means of communication.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

Any reference in this Contract to “writing” or cognate expressions includes the reference to e-mail, facsimile transmission, or comparable means of communication.

The headings in these Conditions are for convenience only and shall not affect its interpretation.

Words importing the masculine gender only include the feminine and vice versa and words importing persons shall include companies and corporations and vice versa.

Words importing the singular number only shall include the plural and vice versa, and where any party hereto comprises two or more persons, then warranties, guarantees, undertakings and indemnities herein expressed to be made by such parties shall respectively be made by such persons jointly and severally.

Reference to the Seller and the Buyer shall include the respective successors in title from time to time of those parties.

CONTRACT & VARIATIONS
The Contract shall be formed either upon the Seller communicating its acceptance of the Buyer’s order or upon tendering delivery following receipt of a Buyer’s order, whichever is sooner.

These Conditions shall apply to and form part of the Contract for the sale and purchase of the Goods and shall take precedence over any terms and/or conditions which the Buyer may seek to impose and any conflicting terms in subsequent documents supplied by the Buyer shall be of no effect. No variation to the Contract shall be binding unless agreed in Writing between authorised representatives of the Buyer and the Seller.

No Goods will be supplied by the Seller on a sale or return basis. The Seller reserves the right to cancel any order or part of an order at any time prior to the despatch of the Goods for any reason whatsoever without thereby incurring any liability to the Buyer. If for any reason other than rejection under Clause 6.3 the Buyer does not accept delivery of the Goods at the time when the Goods are tendered then in addition to any remedies of the Seller hereunder the Buyer shall be liable to the Seller for the full delivery costs of the Goods incurred by the Seller, together with all costs, losses and expenses incurred by the Seller including inter alia re-stocking fees, handling fees and re-badging fees.

Except where separately notified, Goods included in any order may be bulked to arrive at the order size/value for prices which are applicable. Bulked orders are accepted for delivery to one address only. Orders with a value of less than £100 ex VAT will incur a £6.50 delivery and administration charge.

SPECIFICATIONS
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially and adversely affect their quality or performance.

PRICE & VAT
Prices are subject to change without notice and the Goods shall be subject to the Price current on the day of receipt of order by the Seller.

Prices are quoted exclusive of VAT and any other applicable taxes and duties all of which shall be payable by the Buyer.

TERMS OF PAYMENT
The Buyer shall pay the Seller within 30 days from the end of the month in which the invoice was issued. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available, the Seller shall be entitled to cancel the Contract, to suspend any further deliveries to the Buyer; and to charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of two per cent per month or any part thereof until payment in full is made together with all costs, charges or expenses incurred in recovering any amount due on an indemnity basis.

DELIVERY & ACCEPTANCE
Delivery of the Goods shall be made by the Seller to the Buyer’s usual point of delivery.

The Seller shall endeavour to meet any dates quoted for delivery but shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.

Notification of any damage or shortage must be given to the Seller and to the carrier on delivery. Unless notification of damage is given to the Seller and the carrier within 24 hours of delivery, the Goods will be deemed to be accepted by the Buyer. Goods accepted and subsequently found to be damaged may not be rejected or returned. Non delivery of the whole consignment must be notified to the Seller within 7 days of the date of delivery as shown on the invoice from the Seller. Failure to comply with these requirements will exempt the Seller. from liability for damage or non-delivery.

RISK & PROPERTY IN THE GOODS
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

Until such time as title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the fiduciary agent and bailee of the Seller, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the property of the Seller. The Seller shall be entitled to examine the Goods in storage at any time during normal business hours upon giving the Buyer reasonable notice of its intention to do so. Until that time, the Buyer shall be entitled to re-sell or use the Goods in the ordinary course of its business PROVIDED THAT such transaction is made at arm’s length and in good faith for fair market value, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and in the case of tangible proceeds, shall keep the same properly stored, protected and insured. The Buyer is licensed to process the Goods in his possession provided that the product of the process shall become and/or shall be deemed to be the sole and exclusive property of the Seller. Until such time as the proceeds of sale are paid to the Seller, the same shall be held in trust for the Seller and shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the money of the Seller.

Until such time as title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been re-sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Seller shall have the right to enter upon any premises of the Buyer or any third party where the Goods are stored and re-possess and, at the option of the Seller, re-sell, the Goods. For the purposes of exercising its rights under this Clause, The Seller, its employees or agents, together with all vehicles and plant considered by The Seller to be necessary shall be entitled at any time without prior notice to the Buyer to free and unrestricted entry upon the Buyer’s premises and/or other locations where any of the Goods are situated, in respect of which, and strictly for the purpose of exercising this clause, the Buyer hereby grants to the Seller an irrevocable licence to enter upon the premises.

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.

The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

The Seller shall be entitled to maintain an action for the Price of the Goods notwithstanding that title in them has not passed to the Buyer.

Notwithstanding the Goods remain the property of the Seller, risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery.

It is agreed between the Seller and the Buyer that this clause is not intended to create, nor does it create, a charge over the Buyer’s assets whether registrable at Companies House or otherwise.

WARRANTIES, LIABILITIES AND LIMITATIONS
Subject to the Conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.

The above warranty is given by the Seller subject to the condition that the Seller shall be under no liability in respect of any defect arising from fair wear and tear, abnormal working conditions, failure to follow the instructions of the Seller, misuse, alteration or repair of the Goods without the approval of the Seller or any negligence for which the Seller is not vicariously liable.

Any recommendation or suggestion relating to the use of the Goods, supplied by the Seller, either in technical literature or in response to a specific enquiry, is given in good faith, but it is for the Buyer to satisfy itself as to the suitability of the Goods for its own particular purpose. The Seller gives no warranty or representation as to fitness or suitability of the Goods for any particular purpose and the Seller hereby expressly excludes itself from all liability for breaches of conditions and warranties implied by law or pursuant to the Sale of Goods Act 1979 or as to the fitness of the Goods for any particular purpose to the fullest extent permitted by law.

Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Save as may be provided in the Contract, nothing in the sales and promotional material of the Seller and no statement made by any of its employees or agents shall be incorporated in the Contract and the Buyer acknowledges that no reliance has been placed on any such material or statement.

Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

The Seller shall not be liable to the Buyer for any economic loss, loss of profit or other indirect, special or consequential costs, expenses, loss or damage (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their subsequent use or resale except as expressly provided in these Conditions.

Save so far as defects in the Goods cause death or personal injury, the maximum aggregate liability of the Seller under, arising from or in connection with the Contract (whether in contract, for negligence or otherwise) shall be limited to a sum equivalent to the Price of the Goods in respect of which such liability arises.

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any obligations of the Seller in relation to the Goods, if the delay or failure was due to any cause beyond the reasonable control of the Seller.

The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.

The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Price for the Goods has not been paid by the due date for payment.

8.12 The above warranty does not extend to parts, materials or equipment not manufactured or supplied by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee that is given by the manufacturer to the Seller.

Any claim by the Buyer which is based upon any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent upon reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods; the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Price if the Goods have been delivered in accordance with the Contract.

Where any valid claim in respect of any of the Goods which is based upon any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge, or at the sole discretion of the Seller, refund to the Buyer the Price of the Goods or a proportionate part of the Price), but the Seller shall have no further liability to the Buyer.

Except in respect of death or personal injury caused by the negligence of the Seller, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term or any duty of common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever, and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use for re-sale by the Buyer, except as expressly provided in these Conditions.

FORCE MAJEURE
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the obligations of the Seller in relation to the Goods, if the delay or failure was due to any cause beyond the reasonable control of the Seller. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the reasonable control of the Seller:

Act of God, explosion, flood, tempest, fire or accident;

War or threat of war, sabotage, insurrection, disturbance or requisition;

Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

Import or export regulations or embargoes;

Strikes, lock-outs or other industrial action or trade disputes (whether involving employees of the Seller or of a third party);

Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

Power failure or breakdown of machinery.

INSOLVENCY OF THE BUYER
This clause applies if:

the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (other than for the purpose of amalgamation or reconstruction); or administrator is appointed of any of the property or assets of the Buyer; or

an encumbrancer takes possession or a receiver, administrative receiver or

the Buyer ceases or threatens to cease to carry on business; or

the Seller reasonably apprehends that any of the events mentioned above is

If this Clause applies then the Price of the Goods shall become immediately due and payable and, without prejudice to any other right or remedy available the Seller shall be entitled to cancel the Contract and to suspend any further deliveries without having any liability to the Buyer.

EQUIPMENT
Returnable pallets. In the case of Goods delivered on Chep pallets, marked as “Owned by GKN Chep Ltd”, the pallets remain the property of GKN Chep Ltd (“Chep”) at all times and should be segregated from other pallets. Unless the prior written consent of Chep shall first have been obtained no person shall be entitled to collect, sell, use or otherwise dispose of the pallets in any way inconsistent with Chep ownership. The Seller’s pallet documentation or where relevant the pallet documentation on any carrier appointed by the Seller is its authority to collect pallets delivered with Goods. If any pallets are lost by the Buyer, the Seller, being liable to Chep for losses incurred, shall be entitled to charge the cost of replacement to the Buyer.

Containers. In the case of Goods delivered in tanks or other containers marked “the property of Advent Tools Ltd”, those tanks and other containers remain the property of the Seller at all times and should be stored separately from any other tanks or containers. The Buyer shall not remove, obliterate or alter any mark which identifies the containers as the property of the Seller. The Seller shall be granted access to the Buyer’s premises at all reasonable times of the day to collect tanks or other containers delivered with the Goods. The Seller shall be entitled to recover from the Buyer all costs, losses or damages incurred by the Seller in respect of loss or damage to the tank or other containers during the period between the delivery of the Goods to the Buyer and collection of the tanks or containers by the Seller.

ASSIGNMENT
about to occur in relation to the Buyer and notifies the Buyer accordingly.

The Seller shall be entitled to assign its rights under the Contract to any member of the group of companies to which it may belong, and to perform its obligations through a sub- contractor but otherwise neither party shall nor shall it purport to assign or sub-contract its rights and obligations.

The Contract shall be binding on the successors and assignees of the Seller and the Buyer.

NOTICE
Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. A notice shall be deemed to have been served as follows:

If personally delivered, at the time of delivery;

If posted, at the expiration of 48 hours after the envelope containing the same

If sent by facsimile transmission or e-mail, at the time of transmission.

In proving such service, it shall be sufficient to prove that personal delivery is made, or that the envelope containing such notice was properly addressed and delivered into the custody of the postal authorities as a pre-paid first class letter or that the facsimile or e- mail was duly transmitted as the case may be.

GENERAL
Termination of the Contract shall be without prejudice to any rights of either party arising prior to or as a result of such termination and no waiver of any right shall be a continuing waiver or prejudice the future enforcement of such right.

The printing of bar codes on products by the Seller is not the subject of any contract between the Seller and the Buyer. The Seller will endeavour to observe the rules of the Article Numbering Association but will not be liable to the Buyer (whether for negligence or otherwise) for any loss damage or expense attributable to the absence of or error in such bar code printing.

Equipment which is supplied “free on loan” remains the property of the Seller and it may be recovered in the event of misuse or malfunction. The Seller shall not be liable for any breakdown of the equipment or any part of it or for any consequential loss incurred by the Buyer.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
None of the provisions of the Contract are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is was delivered into the custody of the postal authorities; or not named as a party to the Contract save for those rights which already exist or apply other than by operation of this Act.

WAIVER AND FORBEARANCE
The rights of either party shall not be prejudiced or restricted by any indulgence or forbearance extended to the other party, and no waiver by any party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

INCOTERMS
The provisions contained in INCOTERMS 2000 by the International Chamber of Commerce, including any amendment or modification thereto, are hereby incorporated into these Conditions in relation to any Contract where the Buyer is not United Kingdom resident.

In the event of any ambiguity or conflict arising between the terms of the Contract and INCOTERMS 2000, the terms of the Contract shall prevail.

SEVERABILITY
While the provisions and restrictions contained in these Conditions are considered by the parties to be reasonable in all the circumstances, it is recognised that provisions and restrictions of the nature in question and contained in these Conditions may from time to time be unenforceable and accordingly, if any of such restrictions shall be adjudged to be void and unenforceable as going beyond what is reasonable in the circumstances for the protection of the interests of the relevant party but would be valid if part of the wording thereof was deleted or amended, such provisions and restrictions shall apply with such minimum modifications as may be necessary to make them valid and effective.

GOVERNING LAW
The Contract shall be governed by and construed in accordance with the Laws of England and both parties agree to submit to the exclusive jurisdiction of the English Courts.