General Terms and Conditions of Sale – Auto Electrical Supplies Corp
- Definitions In these Conditions,
the following words shall have the following meanings:
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller;
1.2 ‘Delivery Date’ means the date when the Goods are to be delivered as specified by the Seller;
1.3 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller; ‘Price’ means the price for the Goods outlined by the Seller on the Purchase Order or otherwise confirmed with the Buyer;
1.4 ‘Seller’ means Auto Electrical Supplies Corp of 131 Garlisch Drive, Elk Grove Village, Illinois, 60007, USA.
1.5 ‘Specification’ means the description of the Goods provided on the manufacturers product specifications which are changed from time to time and the information provided on the Seller’s website is strictly for reference only.
- Conditions applicable
2.1 These Conditions (‘the Seller’s Conditions’) apply to each order that the Seller accepts from the Buyer and to all agreements for the sale of Goods by the Seller to the Buyer.
2.2 No contract shall arise between the Seller and the Buyer until the Seller has accepted an order from the Buyer.
2.3 Notice or receipt by the Buyer of the Seller’s Promotional Literature shall not in any circumstances constitute an offer capable of acceptance by the Buyer but shall instead constitute an invitation by the Seller to prospective Buyers to place an order with the Seller on the Seller’s Conditions.
2.4 The Seller accepts orders solely at the Seller’s discretion and solely on the Seller’s Conditions. Consistently with the previous and with this clause generally, and for the avoidance of doubt:
2.4.1 the making of an order by the Buyer shall be on the express understanding that any contract(s) arising from and on the Seller’s acceptance of that order is made on the Seller’s Conditions;
2.4.2 the acceptance of an order by the Seller shall be on the express understanding that any contract(s) arising from that acceptance is made on the Seller’s Conditions.
2.5 There shall be no valid variation of these Conditions that is not confirmed and recorded in writing by the Seller or by the Seller’s authorized representative.
2.6 These Conditions shall override and displace any terms under which the Buyer seeks to transact business or otherwise to enter into legal relationships.
2.7 In sending an order to the Seller, the Buyer undertakes:
2.7.1 that the Customer has not sought in placing its order, and will not seek at any time before or after the conclusion of a contract between the Seller and the Buyer, to impose upon any legal relationship between the Seller and the Buyer any term(s) other than, in opposition to, or at variance with these Conditions;
2.7.2 that in the event that the Buyer asserts, or acts in any other manner intended or calculated to bring into existence, an agreement concluded between the Seller and the Buyer on term(s) other than, in opposition to, or at variance with these Conditions, the Seller shall (without prejudice to such other remedies as the Seller may be entitled to exercise) have the option of declaring any such agreement to be void and of no effect, and of renouncing without liability any obligation that the Seller might otherwise have owed or incurred by virtue of any such agreement;
2.7.3 that in addition to its operation as a term of any contract concluded between the Seller and the Buyer on these Conditions, this clause 2.7.3 shall constitute an independent and freestanding offer to prospective Buyers on the terms expressed in clause 2.7.4;
2.7.4 that the terms of the offer referred to in clause 2.7.3 are as follows:
188.8.131.52 that this offer shall be accepted when any prospective Buyer accepts, asserts, or acts in any other manner intended or calculated to bring into existence an agreement between the Seller and the Buyer on term(s) other than, in opposition to, or at variance with the Seller’s Conditions, and
184.108.40.206 that on acceptance of this offer in accordance with clause 220.127.116.11, the Seller shall have the option of declaring any such agreement to be void and of renouncing without liability any of the obligations that the Seller might otherwise have owed or incurred by virtue of any such agreement, and shall be entitled to recover on an indemnity basis all costs and losses incurred by the Seller in resisting or otherwise responding to any such assertion or action on the part of the prospective Buyer.
2.8 In this clause 2.3 ‘Promotional Literature’ means any catalog, list, mailshot, advertisement or quotation for Goods, whether online, in print or otherwise, or any material posted by the Seller on the Seller’s Website.
2.9 The Seller may make changes to these Conditions from time to time and shall, in that event, notify any existing Buyer before such changes take effect. The Buyer’s acceptance of further goods and/or payment of further installments due after the date the Seller notifies the Buyer of a change shall constitute and be deemed to constitute the Buyer’s binding acquiescence in those changes. Any Buyer who, being party to an ongoing contract for the supply of Goods by the Seller, does not wish to accept the changes may terminate that ongoing contract by serving written notice on the Seller within 7 days after receiving notice of the relevant changes.
- Purchase Order
3.1 The Buyer shall pay the Price for the Goods as stated on the Seller’s Purchase Order and not (where different) as expressed in any quotation, estimate or documentation, or given orally.
3.2 The Buyer shall ensure that the terms of the Purchase Order are complete and accurate and include the correct part numbers and prices.
4.1 Payment for the Goods shall be made on the Payment Date specified on the Invoice.
4.2 If payment is not received by the due date, the Seller at its exclusive discretion shall be entitled:
4.2.1 to require that the Buyer make a payment in advance of any delivery not yet made; and/or
4.2.2 not to make any delivery.
5.1 The Seller shall deliver the Goods ex works for collection by the Buyer on the Delivery Date. In line with Incoterms 2010 the Seller accepts no liability (public, transit, marine or any other) from the Buyer, or any 3rd party, for the Goods once they have left the Sellers premises.
5.2 The cost of delivery shall be in addition to the Price.
5.3 The cost of delivery shall be subject to the method of delivery and shall be payable at the same time and in the same manner as the Price.
5.4 For the avoidance of doubt, both the Delivery Date and any other date given under or pursuant to this Agreement is no more than an estimate, and the Seller’s conformity with such date is not, and shall not in any event or circumstance be or become, of the essence in these Conditions.
6.1 The risk in the Goods shall pass to the Buyer at the Sellers place of business.
- Retention of Title
7.1 Notwithstanding the transfer of risks according to clause 6, ownership of all Goods supplied or to be supplied to the Buyer shall remain with the Seller until all amounts payable by the Buyer in respect of Goods supplied or to be supplied have been paid in full to the Seller.
7.2 The Buyer will notify the existence of the Seller’s ownership of the Goods to any third-party to whom the Buyer sells the Goods.
7.3 Even when payment has been received in full by the Seller in respect of the Goods delivered, ownership of the Goods shall remain with the Seller until payment has been received in full in respect of all other sums due from the Buyer to the Seller on any account
7.4 As long as the title to the Goods remains with the Seller, the Buyer may not encumber them or purport to transfer title to them for security purposes. The Buyer shall immediately notify the Seller by registered or recorded delivery letter if a third party attempts to seize or exercise any lien over the Goods. The Buyer shall bear the cost of any such action resulting from such attempted seizure or lien.
- Force Majeure
8.1 The Seller shall not be liable to the Buyer by reason of any delay in performing, or failure to perform, any of its obligations in the Seller’s Conditions if the delay or failure was caused by Force Majeure or events such as fire, flood, explosion, epidemic, riot, civil commotion, any strike, lockout or other industrial action, act of God, war or warlike hostilities or threat of war, terrorist activities, accidental or malicious damage, any prohibition or restriction by any governments or other legal authority which affects the Buyer’s order and which is not in force on the date of this agreement, breakdown of machinery, interruption of transport or delay en route, interruption or delay in delivery of components, energy or raw materials or other events independent from the will of the Seller and its suppliers.
8.2 The Seller must notify the Buyer of the nature and extent of the circumstances in question as soon as practicable, as well as their termination.
8.3 If such circumstances continue for more than 6 (six) months, the Buyer shall be entitled to terminate this agreement and the Seller shall not incur any liability.
9.1 Product warranty will be provided in accordance to relevant product manufacturer’s Terms & Conditions.
10.1 The Buyer must notify any claims for non-delivery, discrepancies and shortages, in writing to the Seller within 10 (ten) calendar days from the date of invoice (or from the date the Goods are delivered whichever is the latter). Otherwise the entire shipment shall be deemed to have been delivered in accordance with the invoice and the invoice to be correct in all respects.
- Returned Goods
11.1 Product returns from the Buyer shall only be accepted by the Seller if agreed by the Seller in writing in advance and if the returned Goods are presented with a Returned Material Authorization (RMA) form approved by the Seller in advance. This RMA shall be attached to the returned Goods prior to their dispatch to the Seller.
11.2 No deduction from any monies to be paid will be allowed for returned Goods until such credit note has been issued.
In this Agreement unless the context otherwise requires:
12.1 words importing any gender include every gender;
12.2 words importing the singular number include the plural number and vice versa;
12.3 words importing persons include firms, companies and corporations and vice versa;
12.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
12.5 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
- any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
13.1 Both the Seller and the Buyer shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the Goods.
- Law and jurisdiction
14.1 The validity, construction and performance of this Agreement and of all other rights and liabilities arising in connection with this Agreement shall be governed by Federal and State law and shall be subject to the exclusive jurisdiction of the US courts, to which the parties submit.