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:
2.7.4.1 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
2.7.4.2 that on acceptance of this offer in accordance with clause 2.7.4.1, 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, email, 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 reserves the right to amend these Terms & Conditions at any time without prior notice. Any changes will take effect immediately upon publication on the Seller’s website. The Buyer is responsible for regularly reviewing the Terms & Conditions, and continued use of the Seller’s services or placement of any orders shall constitute acceptance of the updated terms.
- Purchase Order
3.1 The Buyer shall pay the Price for the Goods as stated on the Seller’s Order Acknowledgement or Invoice, whichever is applicable. In the event of any discrepancy between the Buyer’s Purchase Order and the Seller’s Order Acknowledgement or Invoice, the latter shall take precedence. Any quotations or estimates provided by the Seller are for reference only and do not constitute a binding offer. The Buyer remains obligated to pay the full amount as invoiced by the due date.
3.2 The Buyer shall ensure that the terms of the Purchase Order are complete, accurate, and include the correct part numbers, descriptions, quantities, and prices. The Seller shall not be liable for any errors or omissions in the Buyer’s Purchase Order, and any such errors shall not relieve the Buyer of its obligation to pay the correct price for the Goods.
- Payment
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.
- Delivery
5.1 The Seller shall deliver the Goods on an Ex Works (EXW) basis for collection by the Buyer on the Delivery Date. In line with Incoterms 2020, the Seller bears no liability for the Goods once they are made available for collection at the Seller’s premises, including but not limited to loading, transit, marine, loss, damage, deterioration, or any third-party claims. The Buyer assumes all risks and costs from the moment the Goods are made available and is solely responsible for loading, insurance, export clearance, and compliance with all applicable laws and regulations.
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.
5.4.1 The Seller shall not be liable for any loss, damage, or costs arising from delays in delivery, including consequential damages, loss of profit, or third-party claims.
5.5 The Seller does not provide any movement certificates. Should the Buyer require such documentation these shall be obtained via their shipping agent or broker.
- Risk
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 for any delay in performance or failure to perform any of its obligations under these Conditions if such delay or failure results from Force Majeure, including but not limited to fire, flood, explosion, epidemic, pandemic, riot, civil commotion, strike, lockout or other industrial action, act of God, war, hostilities, threat of war, terrorist activities, accidental or malicious damage, governmental restrictions or prohibitions, legal or regulatory changes not in force at the date of this agreement, breakdown of machinery, transport disruptions, delays in supply chains, shortage of raw materials, energy shortages, or any other events beyond the Seller’s reasonable control, including those affecting its suppliers.
8.2 The Seller shall use reasonable efforts to notify the Buyer as soon as practicable of the nature and extent of the Force Majeure event and to provide notice upon its cessation.
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.
- Warranty
9.1 Product Warranty will be provided in accordance to relevant product manufacturer’s Terms & Conditions.
9.2 The Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
9.3 The Seller will require evidence, such as photographs, a detailed description, or the return of the faulty item for inspection, refer to clause 10.1 and 10.2.
9.5 Goods returned to the Seller by the Buyer as defective but found on inspection to be in good order will be returned to the Buyer, will be subject to a handling charge and shipped “Ex Works”.
9.6 The Seller shall have no liability whatsoever (whether in tort or under contract) for any loss, damage, injury, or expense arising from defects in the Goods, including consequential damages, loss of profit, or third-party claims. The Seller’s liability shall be limited to the total price paid for the Goods as specified in the invoice.
9.7 The Seller shall have no liability whatsoever (whether in tort or under contract) for any loss, damage, injury, or expense, including consequential damages, loss of profit, or third-party claims caused by misuse, neglect, unauthorised modifications, or failure to follow installation or usage instructions for the product.
9.8 The Buyer is solely responsible for ensuring that the goods supplied comply with all applicable regulations, legislation, and directives and assumes full responsibility for their end use. The Seller accepts no liability for how the products are used or their suitability for any specific purpose.
9.8.1 Any advice or recommendation given by the Seller or Seller’s employees is followed or acted upon entirely at the Buyers risk and the Seller not be liable for any such advice or recommendation.
9.9 Except as expressly stated in these Conditions, and to the fullest extent permitted by law, all warranties, conditions, or other terms, whether express or implied (including but not limited to those implied by the Uniform Commercial Code or common law), are hereby excluded. This exclusion does not apply where prohibited by applicable consumer protection laws
- Claims
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.
10.2 To facilitate the investigation of discrepancies or shortages, the Buyer must provide clear photographic evidence of the labels on the box/tag and any inner bag labels, as well as any product date stamps and damaged packaging (if applicable).
10.3 The Seller shall not be liable for any loss, damage, or costs arising from non-delivery, discrepancies, shortages, or errors, including but not limited to line-down costs, third-party sorting fees, or third-party claims, including consequential damages, loss of profit, or other indirect losses.
- 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.
11.3 All made-to-order Goods shall not be returned to the Seller.
11.4 Goods delivered in minimum/multiple package quantities must be returned in total in their original packaging, must be in saleable condition and must conform to their current catalog description.
- Intellectual Property Rights
12.1 The Seller is not obliged to provide any of the manufacturers plans for the manufacturing and production of the Goods, nor any details out of these, even if the Goods are supplied with an installation scheme.
12.2 Any copyright or other industrial or intellectual property rights in all plans, specifications, drawings, patterns, models, weights, directions, guidelines, descriptive data, trade secrets and all technical information supplied to the Buyer shall remain the property of the Seller. The Buyer shall keep confidential and not publish or communicate (wilfully or not) to any third-party any part of the content thereof nor any particulars in respect of the Goods supplied by the Seller without the prior consent in writing of the Seller. The Buyer shall only use such information for the specific needs of the business and for the maintenance of the Goods.
12.3 The Seller reserves the right to supply Goods with changed designs at any time without notice to the Buyer, as well as any plans, specifications, drawings, patterns, models, weights, directions, guidelines, descriptive data, trade secrets and all technical information.
12.4 Technology, know-how, patented or not, incorporated in the Goods or any other intellectual property rights in respect of the Goods will remain the exclusive ownership of the manufacturer via the Seller. The manufacturer via the Seller only grants to the Buyer a non-exclusive and non-transferable right to use and maintain the product. Excluded is the right to produce or have manufactured any spare or replacement parts for the Goods.
12.5 The Buyer agrees not to use the name of the manufacturer or the Seller or the name of any subsidiary, division, or affiliate of the Seller group (or any abbreviation or variation of such names) without the prior and specific written approval of the Seller. To that effect, the Buyer shall first submit the intended representations in catalog models and sales media to the Supplier in order to obtain approval and will seek additional approval in case any material change to agreed representations is considered. Such approval shall not be unreasonably withheld or delayed.
- Waiver
13.1 No inaction, omission, failure or delay by the Seller in exercising or securing the enforcement or validity of any right, power, privilege or demand arising under or in connection with these Conditions, and no single or partial exercise of any such right, power, privilege or demand shall impair the existence, operation, content, effect and enforcement of the said right, power, privilege or demand, or operate as a waiver of it.
13.2 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
- Severance
If any provision of these Conditions is prohibited by law, or is determined by any court of law or other binding adjudicatory authority or conceded by the parties to be unlawful, void or unenforceable, the provision:
14.1 shall, to the extent required and as far as possible, be severed from these Conditions and rendered ineffective without modifying the remaining provisions; and
14.2 shall not in any way affect any other particular provisions of this Agreement or the validity or enforcement of these Conditions generally.
- Interpretation
In this Agreement unless the context otherwise requires:
15.1 words importing any gender include every gender;
15.2 words importing the singular number include the plural number and vice versa;
15.3 words importing persons include firms, companies and corporations and vice versa;
15.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
15.5 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
15.6 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;
- Notices
16.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, ai mail or email, to the address of the relevant party last advised to the other party.
16.2 Notices sent as in clause 16.1 shall be deemed to have been received, in the case of first- class mail (domestic), 2 working days after the day of posting, in the case of air mail, 7 working days after the date of posting, or in the case of email, when the email is successfully sent to the recipient’s designated email inbox, provided no delivery failure notice is received.
- Confidentiality
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
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.