1.

In these Conditions of Sale:

“The Company” means AERTEL Limited, Company Registration Number 08406875,

“the Buyer” means the person, firm or company ordering or buying the Goods from the Company;

“The Goods” means the goods the subject matter of the relevant order or contract for sale.

2.

(a) Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.

(b) No contract in respect of the Goods between the Company and the Buyer shall exist until the Buyer’s order has been accepted by the Company. The Company may accept the Buyer’s order by formal order acknowledgement or by dispatch of the Goods to the Buyer (whichever is earlier).

(c) The Buyer shall be solely responsible for the accuracy of the Buyer’s orders.

(d) The Buyer can only cancel an order (or any part of an order) which the Company has already accepted, with the Company’s prior agreement in writing.

(e) The contract between the Company and the Buyer for the sale and purchase of Goods shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

(f) No conditions or terms stipulated in any other communication or document shall vary any of those conditions except insofar as the same are expressly consented to in writing by the Company.

Price and Description

3.

Quoted prices include the cost of normal packaging but exclude delivery, transit insurance, (which are charged at extra cost), and V.A.T. Any work carried out additional to that specified in the relevant quotation or order shall be charged.

4.

The prices for the Goods shall be those ruling at the date of despatch and the Company reserves the right to amend its quoted prices at any time prior to the
date of despatch.

5.

The Company reserves the right to vary the specification of any item, withdraw, modify or amend any item without prior notice. Any such variation, withdrawal, modification or amendment shall not affect any order that has already been accepted by the Company, save that the Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory requirements.

Despatch

6.

(a) Unless otherwise specified the price quoted is packed ex our warehouse..

(b) The Company may deliver the Goods by separate instalments. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other contract or instalment.

7.

If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations:

(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

Credit Policy and Payment Information

8.

(a) Payment terms for credit accounts are 14 days net from date of invoice, where credit facilities are agreed. If the Buyer fails to pay the Company any sum due pursuant to the contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the Bank of England base rate from time to time, accruing on a daily basis until payment is made, whether before or after any judgment.

(b) The Buyer shall make all payments due under the contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring such deduction.

9.

The Company and the Buyer expressly agree that until the Company has been paid in full for the Goods comprised in this or any other sales contract between them and all outstanding amounts due to the Company from the Buyer.

(a) The Goods shall remain the property of the Company, and the Buyer, as bailee of them for the Company, will store the same for the Company in a proper manner without charge and in such a way that the goods are clearly identified as being the property of the Company, notwithstanding that the risk therein shall pass to the Buyer as provided herein;

(b) At any time the Company may recover from the Buyer the Goods remaining in the Buyer’s possession, and may repossess and resell the Goods if the Buyer’s right to possession of the Goods has terminated under paragraph (f) below or if any sum due to the Company as referred to at the beginning of this clause is not paid when due, and for the purposes thereof may enter upon any premises of or occupied by the Buyer or any third party (with the consent of that third party);

(c) The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company;

(d) The Buyer has the right to dispose of the Goods in the course of its business for the account of the Company and to pass good title to the Goods to their customers being bona fide purchasers for value without notice of the Company’s rights;

(e) In the event of such disposition the Buyer or its Director(s) (if a Limited Company) has the fiduciary duty to account to the Company for proceeds thereof but may retain therefrom an excess of such proceeds over the amount outstanding to the Company under this or any other sales contract between them and for all outstanding amounts due to the Company from the Buyer.

(f) The Buyer’s right to possession of the Goods shall terminate immediately if:

(g) The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors

(i) or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory), or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;

(ii) or The Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

(iii) The Buyer encumbers or in any way charges any of the Goods.

10.

Notwithstanding the preceding condition, all risk in respect of the Goods shall be assumed by the Buyer upon delivery of the same to him.

Buyer’s Property

11.

a) The Buyer’s property supplied to the Company by or on behalf of the Buyer shall, while it is in possession of the Company or in transit to or from the Buyer, be deemed to be at the Buyer’s risk and the Buyer shall insure accordingly.

Company or in transit to or from the Buyer, be deemed to be at the Buyer’s risk and the Buyer shall insure accordingly.
(b) The Company shall be entitled to make a reasonable charge for the storage of any of the Buyer’s property left with the Company before receipt of the order or after notification to the Buyer of completion of the work.

Shortages or Damage in Transit

12.

(a) The Buyer shall examine the Goods immediately they are delivered to him. The Company shall have no liability in respect of claims in respect of
shortages or picking errors or damage in transit unless the Buyer notifies the Company in writing within 5 working days after delivery.

(b) Any liability of the Company for shortages or picking errors or damage in transit shall be limited to replacing the missing or wrongly picked or damaged Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. The Buyer shall return to the Company, promptly upon request, and in accordance with the Company’s returns policy, any Goods that have been incorrectly delivered.

Non and Late Delivery

13.

(a) The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer notifies the Company in writing within 5 working days of the date when the Goods would in the ordinary course of events have been received.

(b) Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods.

14.

Whilst the Company will use its best endeavours to deliver the Goods in accordance with the Buyer’s requirements, the Company will not be liable for any consequences of late delivery howsoever caused.

Liability for Defective Products

15.

The Company’s liability (in contract, tort (including negligence), misrepresentation or otherwise) in respect of defects in the Goods shall be limited to the replacement or repair of faulty items or material, or the issue of credit notes in respect thereof, or the granting of a refund or other such compensatory measures as the Company at its discretion considers appropriate in the circumstances, and shall be conditional upon the Buyer complying with the conditions of the manufacturer’s warranty (where applicable). Such measures shall relate only to the actual faulty items or their value.

16.

The Company shall not in any circumstances be under any liability to the Buyer in respect of any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with any contract between the Company and the Buyer for the sale and purchase of Goods, PROVIDED that these conditions do not exclude or restrict the Company’s liability for fraudulent misrepresentation or for death or personal injury arising from its negligence.

Return of Goods

17

A Returns Authorisation Number must first be obtained from our Technical Support department either by telephone, letter or email.

Force Majeure

18

The Company reserves the right to cancel, vary or suspend the operation of a contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, explosion, epidemic, plant breakdown, strikes, lockouts, riot, hostilities, governmental actions, war or national emergency, acts of terrorism, protests, non-availability of materials or supplies or any other event outside the reasonable control of the Company; and the Company shall not be held liable for any breach of contract resulting from such an event.

General

19

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract between the Company and the Buyer for the sale and purchase of Goods. Company’s rights with regard to any future transaction.

20

Any indulgence or waiver granted by the Company to the Buyer shall not be deemed an agreement to confer the same indulgence or waiver of the

21

If any provision of the Contract is found by any court or body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable that part of the provision shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

Law

22

The contract between the Company and the Buyer to which these terms and conditions apply shall be governed by thelaws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.
On behalf of the Buyer.

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