Conditions
of Sale
Conditions of sale to Business Customers and excluding
domestic sales to individuals.
1. DEFINITIONS ‘Business Customer’ means
a legal entity (otherwise referred to as ‘you’)
who enters into a Contract with us (Airware International
Ltd company registration number 2822965, www.awi.co.uk,
www.parts-international.com www.airwareinternational.com
or any other trading name or web address used owned
and or operated by Airware International Ltd) to buy
Goods or Services other than for private use. ‘Contract’
means any contract between you and us for the sale and
purchase of Goods or Services, incorporating these Terms.
‘Goods’ means any goods agreed in the Contract
to be supplied to you by us (including any part or parts
of them). ‘Order’ means an order for Goods
or Services made by you in accordance with these Terms
or verbal or e-mail or fax instructions.. ‘Order
Confirmation’ means our written acceptance of
your Order or Delivery Note or Invoice. ‘Services’
means services and support provided by us to you. ‘Software’
means computer program(s) and associated documentation.
‘Working Day’ means Monday to Friday, excluding
Public holidays. ‘Normal Working Hours’
means 9am to 5pm on a Working Day.
2. ORDERS 2.1 When you place an Order for Goods or
Services, this will be regarded as an offer by you to
purchase the Goods or Services subject to these Terms
and we shall not be obliged to accept your offer at
our discretion. 2.2 We may send you an Order Acknowledgement
on receipt of your Order. This is not an order confirmation
or order acceptance by us. 2.3 We will accept your offer
and create a Contract with you if you request an Order
Confirmation after we have confirmed availability of
the Goods or Services, verified your Credit and Payment
arrangements as acceptable by us and prepared the Goods
for dispatch. 2.4 The Order Confirmation will be binding
on you unless there is an unacceptable discrepancy between
the Goods or Services that you ordered and those detailed
in the Order Confirmation. You should notify us of any
such discrepancy and prior to the dispatch of the Goods.
2.5 If we cannot supply the Goods ordered by you, we
reserve the right to offer alternative Goods of equal
or superior quality. Any such changes will be detailed
in the Order Confirmation. In such cases, if you do
not wish to accept the alternative Goods offered, you
may cancel the Order and require the refund of any money
paid to us in respect of that Order, including carriage
charges. This shall be your sole remedy. 2.6 We make
every effort to supply the Goods as advertised but reserve
the right to supply the Goods subject to minor variations
in actual dimensions and specifications where these
are changed by the manufacturer or our supplier. Any
such minor variation will not give you the right to
cancel or rescind any Order or Contract made with us.
Images of Goods are provided for illustrative purposes
only and the actual Goods you receive may differ from
the image displayed in the catalogue or on our website,
especially with generic products. 2.7 When you place
an Order, you are undertaking to us that: (a) all details
you provide to us for the purpose of purchasing Goods
or Services are correct, and (b) that you are authorised
to use the credit or debit card you use to make a purchase
from us and that there are sufficient funds or credit
facilities to cover the cost of any Goods or Services
you order from us. 2.8 The masculine shall include the
feminine and the singular the plural and vice versa
and where the buyer comprises more than one person their
liability shall be joint and several. 2.9 Cancellation
of Orders. We cannot accept cancellation of an Order
for bespoke Goods which have been produced or sourced
to your specific requirements. 2.10 Goods are not tested
or sold as being fit for any particular application
or for use under specific conditions, unless expressly
agreed in writing.
3. PRICES AND PAYMENT 3.1 Goods and Services, together
with any applicable tax, are invoiced at the price prevailing
at the time of Invoice. 3.2 We reserve the right to
vary our prices from time to time. 3.3 All goods are
sold on an Ex Works Unpacked basis but if requested
by you when you submit an Order, you will be notified
of any additional costs including shipping and handling
costs or insurance. 3.4 Payment is due prior to shipment
unless you have been approved for credit. Our standard
credit terms require payment within 30 days from the
end of the month of the month of invoice, except in
the case of transactions where different terms are agreed
by us in writing beforehand. 3.5 If you fail to make
any payment due to us by the due date for payment (‘the
due date’), then we may charge you interest on
the overdue amount at the rate of 3% per annum above
the Bank of England’s base lending rate from time
to time. Such interest shall accrue on a daily basis
from the due date until the date of actual payment of
the overdue amount. 3.6 Payment in advance for Orders
may be made by cash, cheque, Visa, MasterCard, Debit
Card or Bank Transfer.
4. DELIVERY, TITLE AND RISK 4.1 We shall use reasonable
endeavors to dispatch Goods to you by the estimated
delivery date, but time shall not be of the essence
for delivery and we shall not accept liability for failure
to deliver within the stated time or on a stated day
where this is caused by circumstances beyond our reasonable
control, such as delays caused by delivery companies
or manufacturer lead times. 4.2 If a delay is likely,
we shall Endeavour to contact you and advise you of
the delay. You will not be entitled to damages or compensation
if delivery of Goods does not occur on the estimated
delivery date. 4.3 If we are unable to deliver the Goods
within 45 days of the estimated delivery date, you will,
as your sole remedy, be entitled to cancel the Order
and require any monies paid to us in respect of that
Order to be refunded. In order to cancel, you must send
written notice of cancellation to us after the estimated
delivery date but before actual delivery of the Goods
or notification from us that the Goods are ready for
delivery. 4.4 Delivery is deemed to take place when
the Goods are delivered but prior to unloading to your
nominated address, whereupon the risks of loss, breakage
and all damage and all other risks shall pass to you.
4.5 Where the goods are supplied by us and where the
goods require installation then you must install and
operate those goods in accordance with local and national
legislation and in accordance to the manufacturers requirements
and only with appropriately trained and skilled personnel.
All legal requirements and health and safety risks are
your risk and by ordering the goods that risk is accepted
by you whether installation and operating instructions
accompany the goods or not. 4.6 You are required to
be able to accept the Goods when they are ready for
delivery within Normal Working Hours and you will be
responsible for unloading the goods with appropriate
equipment if required. 4.7 Ownership of the Goods shall
not pass to you until we have received in full (in cash
or cleared funds) all sums due to us in respect of:
(a) the Goods; and (b) all other sums which are or which
become due to us from you on any account. 4.8 Until
ownership of the Goods has passed to you, you must:
(a) hold the Goods on a fiduciary basis as our bailee:
(b) store the Goods (at no cost to us) separately from
all other goods of yours or any third party in such
a way that they remain readily identifiable as our property:
(c) not destroy, deface or obscure any identifying mark
or packaging on or relating to the Goods; and (d) maintain
the Goods in satisfactory condition and keep them insured
on our behalf for their full price against all risks
to our reasonable satisfaction. On request you shall
produce the policy of insurance to us. 4.9 You may resell
the Goods before ownership has passed to you solely
on the following conditions: (a) any sale shall be effected
in the ordinary course of your business at full market
value; and (b) any such sale shall be a sale of our
property on your own behalf and you shall deal as principal
when making such a sale. 4.10 Your right to possession
of the Goods shall terminate immediately if you have
a bankruptcy order made against you or if you make or
know of any arrangements in respect of your actual or
possible insolvency, liquidation, entering any form
of financial administration, winding up or other arrangements
with your creditors. 4.11 In the event that you have
failed to make full payment for Goods by the due date,
then as long as monies remain outstanding, we reserve
the right to enter your premises at your expense and
recover from there all Goods which remain our property.
4.12 If you cannot accept delivery, we may re-arrange
delivery provided that we reserve the right to charge
you for any delivery costs incurred. 4.13 Upon delivery
of the Goods or services, you will be asked to sign
a Proof of Delivery or a Service Worksheet to acknowledge
safe receipt or that work on your behalf has been carried
out. It is your responsibility to ensure that the number
of packages, hours worked and travel time corresponds
with the number stated on the delivery note or work
sheet. Where a discrepancy occurs or where there is
evident damage to the packaging, you should either note
this on the Proof of Delivery or Work Sheet or refuse
delivery of the Goods. 4.14 We shall not be liable for
discrepancies or damage evident on delivery where you
accept delivery and sign the Proof of Delivery without
amendment. 4.15 You may request a Proof of Delivery,
provided that this request is made within 30 days of
the dispatch confirmation and we shall use reasonable
endeavors to provide such proof. Thereafter, delivery
shall be deemed to have been successfully completed.
4.16 You should notify us immediately and in any event
no longer than 48 hours after delivery in the event
that Goods are found to be damaged on delivery, items
are missing or the Goods are not as specified in the
Order Confirmation. If you need to return any Goods,
then please see our Returns policy below.
5. RETURNS AND WARRANTIES 5.1 Other than the express
provisions set out in these Terms, all other terms and
the implied terms or warranties relating to the supply
of goods or services are excluded to the fullest extent
permitted by law. 5.2 In the event that you need to
return Goods, then a Goods Returns Authorisation Number
(GRA) must be obtained from us for each and every return
and failure to so do may result in difficulties in returning
monies. You will be sent a GRA acknowledgement by email
which should be printed off and secured onto the exterior
of the package. The GRA must be clearly shown on each
parcel returned, and must be in the original packaging
(which shall not be defaced) complete with accessories,
manuals and documentation. Except in the case of faulty
Goods, returned items not complying with these requirements
will be rejected. 5.3 In the event that any Goods Delivered
to you do not correspond with the Goods in the Order
Confirmation, or have been Delivered to you by mistake,
then you will be under a duty to take reasonable care
of such Goods and to contact us within 14 days of delivery
to you. We will then arrange for a courier to collect
the Goods and replacements to be supplied on a credit
and recharge basis. 5.4 Care of Goods to be returned.
Whilst in possession of the Goods you will be under
a duty to take reasonable care of them. We reserve the
right to refuse a refund on Goods returned which have
been made unfit for resale or damaged whilst in your
possession. 5.5 Address for Returns of Goods. If you
need to return Goods to us for whatever reason, then
please send such items to our business address. 5.6
Return of Defective Goods. (a) In the event that Goods
are found to be defective at any time within the first
30 days from delivery then please contact our Customer
Services team immediately that you become aware of the
defect, ensuring that you have the item's serial number
available to provide to our staff. Different manufacturers
have differing policies for dealing with Goods which
are termed ‘dead on arrival’, meaning that
the Goods are found to be faulty either on delivery
or very shortly afterwards. You will therefore be advised
by our Customer Services team of the relevant manufacturer’s
returns policy. We will not charge you for the collection
of the Defective Goods. It is your responsibility to
package and secure the Goods prior to collection to
prevent damage during their return to us. (b) We shall
at our option repair or replace such Defective Goods
(or the defective part) and only if a repair or replacement
is not possible or would be disproportionate to the
price of such Goods we shall at our discretion refund
the price of such Defective Goods at the pro-rate contract
rate provided that you return the Defective Goods to
us with all internal and external parts that were delivered
with the Goods. (c) If we arrange for a courier collection
of your Goods, this will normally take place between
9.00am and 5.30pm, and it is your responsibility to
ensure that someone will be present at the collection
address when the courier arrives. (d) On receipt by
us of the returned Goods, if following the testing process
the Goods are found to be in good working order without
defect, we will return the Goods to you, and the carriage
costs of this return will be your responsibility. Please
note that if you have, in the meantime, required us
to provide you with replacement Goods before completion
of the testing process, you will be liable to pay for
these Goods. If, when we examine the Defective Goods,
it is evident that the defect has arisen because you
have failed to follow Airware’s or the manufacturer’s
instructions as to the storage, installation, commissioning,
use or maintenance of the Goods, or if you have altered
the Goods without the written consent of Airware then
we reserve the right to refuse a repair, replacement
or refund. (e) You should note that we adhere to individual
manufacturers’ guidelines in respect of acceptable
deviation of quality of certain items. Therefore, we
reserve the right not to accept Goods considered by
you to be defective if the error or fault is within
the manufacturer’s accepted manufacturing tolerances.
5.7 Warranty Claims (a) All Goods carry the manufacturer’s
warranty. (b) If you wish to make a warranty claim,
you must comply with the manufacturer’s instructions
and warranty procedure. In order to resolve your problem
as quickly as possible, we may refer you to the manufacturer
who will deal directly with the return. In these instances,
we will provide you with the contact information for
the relevant manufacturer. (c) All warranties provided
under these Terms shall be invalidated if the Goods
have been worked upon, altered or damaged in any way
by you or your employees or agents, or if the Goods
have not been installed or used in accordance with the
manufacturer’s instructions. (d) You should note
that certain Goods have a reduced warranty period. In
particular, Goods specified as ‘refurbished’
are only subject to a 3-month warranty from the date
of delivery and goods sold as seen are not subject to
any warranty. Your statutory rights are not affected
when you purchase such Goods. 5.8 Return for credit
(a) in the event that we, at our absolute discretion,
agree to accept the return for credit of unwanted products,
the Goods must be returned with our prior written agreement
within 14 days of delivery. The Goods must be unopened,
with all seals intact and in perfect re-saleable condition.
All Goods returned in these circumstances will not be
subject to a re-stocking fee. Please ensure that the
Goods you have purchased are to your specification prior
to breaking any seals. This will avoid disappointment
and the Goods being rejected, should you wish to return
them. (b) Any Goods returned unopened, with all seal(s)
intact and in re-saleable condition, outside of the
14 days specified in clause 5.8(a) may be returned for
credit subject to our absolute discretion and shall
be decided by us on a case-by-case basis. All Goods
returned in these circumstances will be subject to a
reasonable re-stocking fee to cover our administrative
and restocking and storage charges. 5.9 Provision of
Services (a) if you purchase Services from us, we shall
use our skill and expertise to carry out the Services
to a high standard, and shall warrant our work as free
from defects for a period of 30 days after completion.
In particular, we cannot be held responsible for any
fault or damage not caused by our services engineers
or our sub contractors. In the event of a claim arising
relating to the level of skill and judgment applied
in the course of providing Services, we reserve at our
sole discretion the right to appoint an independent
expert in the field to appraise the work carried out
in the execution of the Service(s). (b) We accept no
liability for equipment installed or configured by us
when the equipment has subsequently been altered or
configured by persons other than ourselves or our agents
or subcontractors. Except as set out here, all other
express or implied terms or warranties relating to the
Services are excluded to the fullest extent permitted
by law.
6. OUR LIABILITY 6.1 Subject to clauses 4 and 5, the
following provisions set out our entire financial liability
(including any liability for the acts or omissions of
our employees, agents and sub-contractors) to you in
respect of: (a) any breach of these Terms; (b) any use
made or resale by you of any of the Goods, or of any
product incorporating any of the Goods; and (c) any
representation, statement or tortuous act or omission
including negligence arising under or in connection
with the Contract. 6.2 All warranties, conditions and
other terms implied by statute or common law (save for
the conditions implied by section 12 of the Sale of
Goods Act 1979) are, to the fullest extent permitted
by law, excluded. 6.3 Nothing in these Terms excludes
or limits our liability: (a) for death or personal injury
caused by our negligence; or (b) for any matter which
it would be illegal for us to exclude or attempt to
exclude our liability; or (c) for fraud or fraudulent
misrepresentation. 6.4 Subject to clause 6.2 and clause
6.3: (a) our total liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with
the performance or contemplated performance of the Contract
shall be limited to the Contract price; and (b) we shall
not be liable to you for loss of profit, loss of business,
or depletion of goodwill in each case whether direct,
indirect or consequential, or any claims for on sequential
compensation whatsoever (howsoever caused) which arise
out of or in connection with the Contract.
7. FORCE MAJEURE 7.1 We shall not be liable to you
or be deemed to be in breach of contract by reason of
any delay in performing or any failure to perform any
of our obligations in respect of the Goods or Services,
if the delay or failure was due to any cause beyond
our reasonable control. Without prejudice to the generality
of the foregoing, the following shall be regarded as
causes beyond our reasonable control: act of God, explosion,
flood, tempest, fire or accident; war, threat of war,
sabotage, insurrection, civil 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
actions or trade disputes (whether involving our employees
or of a third party); difficulty in obtaining materials,
labour or machinery; and power failure or breakdown
in machinery. 7.2 If we are unable to provide you with
your Goods within a reasonable time due to circumstances
outside our control, we shall either agree a new timescale
with you for the delivery of the Goods or either of
us may decide to terminate the Order in which case we
will return any prepayments that you have made in full.
7.3 Each of the clauses and each of the sub-clauses
of each of the clauses contained in these conditions
shall so far as the context allows be read and construed
independently of all other clauses and sub clauses so
that if one or more of the clauses or sub-clauses contained
in these conditions shall be held to be invalid this
shall not affect the validity of and enforceability
of the remaining clauses and sub-clauses.
8. ERRORS & OMISSIONS 8.1We make every effort to
ensure that all prices and descriptions quoted in our
quotations or catalogues or websites are correct and
accurate. In the case of a manifest error or omission,
we will be entitled to rescind the contract, notwithstanding
that we may already have accepted your Order and/or
received payment from you. Our liability in that event
will be limited to the return of any money that you
have paid in respect of the Order. 8.2 In the case of
a manifest error in relation to price, you will be entitled
to purchase the Goods or Services by paying the difference
between the quoted price and the correct price, as confirmed
in writing by us after the manifest error has been discovered.
A ‘manifest error’, as the term is used
in this clause 8, means, in relation to an incorrect
price, a price quoted in error by us which is more than
10% less than the price that would have been quoted
had the mistake not been made.
9. DATA PROTECTION 9.1 Website Security. Airware’s
website employs the SSL (Secure Socket Layer) encryption
standard in all secure areas, including login pages,
customer information and payment details. Provided that
you are using an SSL-compliant browser such as Netscape’s
Navigator, Microsoft’s Internet Explorer, Opera
or Firefox, you will be able to conduct encrypted transactions
without fear of an intermediary obtaining your credit
card information. 9.2 Data Protection & Data Security.
Data is maintained under the provisions of the Data
Protection Act (1998); Airware’s registration
number is Z5951279. Airware International Ltd may contact
you from time to time to verify and update the data
we hold on your records. 9.3 Information Automatically
Logged. We may use your IP (Internet Protocol) address
to help diagnose problems with our server and to administer
our website. Your IP address is also used to help gather
broad demographic information. A disk-based cookie (non
session) is used for identification. 9.4 Registration
and data sharing. Our site registration and Order form
requires you to give us contact information (such as
name, email, and postal address), unique identifiers
(such as username and password), demographic information
(such as postcode), and financial information (such
as account reference and transaction values). This data
is securely stored for use in all our marketing communications
and analysis databases. 9.5 Airware International Ltd
may share your information with selected third parties
outside Airware International Ltd in order that they
may contact you to let you know about goods or services
which may be of interest to you. Please contact us if
you wish to opt out of receiving such information. 9.6
You agree that we may use personal information provided
by you in order to conduct appropriate anti fraud checks.
Personal information that you provide may be disclosed
to a credit reference or fraud prevention agency, which
may keep a record of that information. 9.7 Please note
that we may record and monitor in-bound and outbound
calls and electronic traffic for training purposes.
10. TRADE NAMES & TRADE MARKS 10.1 Trade names
and marks (other than ours) are not always indications
of the actual manufacturer of a particular product and
may rather be indicative of general use systems and
machines associated with such products. 10.2 In the
case of component purchases, if you require a particular
brand of product you should, then before placing an
order, please check with us to confirm the identity
of the manufacturer of the component that you are proposing
to purchase. 10.3 Both parties hereby acknowledge the
intellectual property rights of suppliers and manufacturers
of the Goods appearing in our sales literature and on
our website.
11. GENERAL TERMS OF BUSINESS 11.1 You must not transfer
any contract made with us under these Terms, as it is
personal to you, without written authority from us.
This authority will not be refused without good reason.
11.2 If any part of theses Terms shall be deemed unlawful,
void or for any reason unenforceable, then that provision
shall be deemed to be severable from the Terms and shall
not affect the validity and enforceability of any of
the remaining provisions of the Terms. 11.3 No waiver
by us shall be construed as a waiver of any proceeding
or succeeding breach of any provision. 11.4 Communications.
(a) All communications between the parties about the
Contract shall be in writing and delivered by email
or by hand or sent by pre-paid first class post or sent
by fax to the registered office or such changed address
as shall be notified to by the party; or (in any other
case) to any address of yours set out in any document
which forms part of the Contract or such other address
as shall be notified to us by you. (b) Communications
shall be deemed to have been received: (i) if sent by
pre-paid first class post, two days (excluding Saturdays,
Sundays and public holidays) after posting (exclusive
of the day of posting); or (ii) if delivered by hand,
on the day of delivery; or (iii) if sent by fax on a
working day prior to 4.00 pm, at the time of transmission
and otherwise on the next working day. (iv) If by e-mail
on a working day prior to 4.00 pm, at the time of transmission
and otherwise on the next working day. 11.5 No third
party shall be allowed to enforce any rights under this
contract. We hereby exclude the application of the Contracts
(rights of Third Parties) Act 1999 to each and every
contract made under these Terms. 11.6 You confirm that,
in agreeing to accept the Terms, you have not relied
on any representation save insofar as the same has expressly
been made a part of these Terms and you agree that you
shall have no remedy in respect of any representation.
Nothing in these Terms shall limit or exclude our liability
in respect of any fraudulent or negligent misrepresentation
whether or not such has become a part of the Terms.
11.7 These Terms shall be governed by the relevant laws
of the United Kingdom and construed in accordance with
the relevant laws of the United Kingdom and you irrevocably
submit to the exclusive jurisdiction of the relevant
courts of the United Kingdom. 11.8 If you have any complaints
with the Goods or Services provided by us please contact
Customer Services by post or hand delivery addressed
to our registered address and the company registration
number is 2822965 or by fax to 01527 872388 or by e-mail
to sales@awi.co.uk.
E&OE Version 072010 dated July 2010
|
