Terms of Business
1. Interpretation
In these conditions: 'Buyer' means the person who accepts a quotation of the Seller for the sale of the Goods or the performance of the Services or whose order for the Goods or the Services is accepted by the Seller; 'Goods' means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions and (where the context permits) any goods on which any Services are performed; 'Services' means the services which the Seller is to supply in accordance with these Conditions; 'Seller' means A. K. Muller (UK) Ltd., Unit 4, Brookside Business Park, Brookside Avenue, Rustington, West Sussex. BN16 3L 'Conditions' means the standard terms and conditions of business set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller; 'Contract' means the contract for the purchase and sale of the Goods and/or the performance of the Services.
- Any reference in these Conditions to any provison of a statute shall be construed as a refernce to that provision as amended, reenacted or extended at the relevant time.
- The headings in these Conditions are for convience only and shall not affect their interpretation.
2. Basis of this Contract
- The Seller shall sell and the Buyer shall purchase the Goods, or as the case may be, the Seller shall perform the Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made by the Buyer.
- No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
- The Seller's employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not confirmed.
- Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the application to use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendations which is not so confirmed.
- Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications
- No order requested by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the submission of the Buyer's official order.
- The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
- The quantity, quality and description of and any specification for the Goods or Services shall be those in the Seller's quotation (ifaccepted by the Buyer) or the Buyer's order (if accepted by the Seller).
- 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, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
- No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all the labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. Unless specifically agreed with the Buyer, any attempted alteration by the Buyer to the date of delivery must be made at least 4 weeks prior to the delivery date specified in the Buyer's original order, the Seller shall be entitled to treat any period of notice of alteration to delivery date of less that 4 weeks as cancellation of the order by the Buyer.
4. Price
- The price of the Goods and/or for the performance of the Services shall be the Seller's quoted price or, where no price has been quoted (or the quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only, or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
- The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods or the Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulations, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods or the Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or
instructions. - Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods or any goods on which the Services have been performed otherwise than at the Sellers premises, the Buyer should be liable to pay the Seller's charges for transport, packaging and insurance.
- The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5. Terms of Payment
- Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods or the Services on or at any time after delivery of the Goods or performance of the Services, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the goods at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
- The Buyer shall pay the price of the Goods or the Services ( less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the date of the Seller's invoice, (notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer). 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 to the Seller, the Seller shall be entitled to;
- cancel the contract or suspend any further deliveries to the Buyer.
- appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
- charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3% per annum above National Westminster Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6. Delivery
- Delivery of the Goods shall be made by the Buyer, collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
- Any dates quoted for delivery of the Goods or performance of the Services are approximate only and the Seller shall not be liable for any delay in delivery of the Goods or performance of the Services howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
- Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
- If the Seller fails to deliver the Goods or perform the Services for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods or to the cost to the Buyer (in the cheapest available market) of having the Service performed.
- If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller the Seller may;
- store the Goods until actual delivery and charge by the Buyer for the reasonable costs (including insurance) of storage;
- or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. Risk and Property
- Risk of damage to or loss of Goods shall pass to the Buyer;
- in the case of the Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
- in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
- Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property 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 sums due from the Seller to the Buyer on any basis whatsoever have been finally paid in full.
- Until such time as the property of the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
- Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), 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, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
- 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 moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8. Warranties and Liability
- 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 for a period of 12 months from delivery.
- The above warranty is given by the Seller subject to the following conditions:
- the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specifications supplied by the Buyer;
- the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller's approval;
- 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 or the Service has not been paid by the due date for payment; and
- the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller
- Subject as expressly provided in these Conditions, and except where the Goods are sold to or the Services performed for 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.
- Where the Goods are sold or the Services performed under a consumer transaction (as defined by the Consumer Transactions (Restrictions an Statements) order 1976) the statutory rights of the Buer are not affected by these Conditions.
- Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification or any defect in the Services 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 on 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 or the performance of the Services and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered or the Services in accordance with the Contract.
- Where any valid claim in respect of any of the Goods or the Services which is based on any defect in the quality or condition of the Goods or their failure to meet specification or any defect in the Services is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods or to perform the Services again free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods or the Services but the Seller shall have no further liability to the Buyer.
- Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of the representation, or any implied warranty, condition or other term, or any duty at 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 or resale by the Buyer or the performance of the Services, except as expressly provided in these Conditions.
- 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 Seller's obligations in relation to the Goods or the Services, if the delay or failure was due to any cause beyond the Seller's reasonable control.
9. Insolvency of 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 (otherwise than for the purposes of amalgamation or reconstruction); or
- an encumbrancer takes possession, or a receiver is appointed, or any of the property or assets of the Buyer; 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 about to occur in relation to the Buyer and notifies the Buyer accordingly.
- If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. General
- 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 by the party giving the notice.
- No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
- The Contract shall be governed by English law.
A.K. Muller (UK) Ltd.
Unit 4, Brookside Business Park
Brookside Avenue, Rustington
GB - West Sussex BN16 3LP
Tel: +44 1903 788 888
Fax:+44 1903 785 817
E-Mail: valves@akmuller.co.uk
A. u. K. Müller GmbH & Co. KG
Factory
Dresdener Straße 162
D - 40595 Düsseldorf
Telefon: +49 211 73 91-0
Telefax: +49 211 73 91-281
E-Mail: info@akmueller.de
A.K. Müller France
10 Avenue du Gué Langlois
Z.A.E du Gué Langlois
F-77600 Bussy Saint Martin
Telefon: +33 1 64 62 95 14
Telefax: +33 1 64 62 95 12
E-Mail: info@akmuller.fr
A. u. K. Müller Shanghai
Rm26D, Huadu Mansion,
Zhangyang Rd. 838,
Shanghai, 200122, China
Telefon: +86 21 50 34 23 61
Telefax: +86 21 58 20 42 12
E-Mail: info@akmueller.de