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Terms and conditions

All quotations are made and purchase orders are accepted on the following terms and conditions.  Notwithstanding any different or additional terms that may be embodied in your purchase order or any other document you send us, your order is accepted only on the condition that you agree to these terms and conditions and our conduct in supplying you does not imply acceptance of any such different or additional terms.

1      Minimum orders:

The minimum order value is £100 nett of VAT and discounts. Below this a small order charge of £10 may be applied.

   Cancellation of  Orders:

All orders are considered a firm contract and cannot be cancelled, revoked or modified in any particular manner including changes in seller’s delivery schedule, design, specification or production without our consent in writing.  Any changes in the original contract can result in charges equal to the total cost of materials, labour and preparation to take into account expenses and commitments made by the seller.  The buyer automatically agrees to pay all incurred charges thereof.

 

2      Payment Terms, Prompt payment discount:

Alldrives & Controls Ltd standard payment terms are 30 days Nett from date of invoice.  The time of payment shall be of the essence. If agreed prior to placement of any order, payment within 7 days from the date of invoice the customer shall be entitled to a 1% reduction in the product price notwithstanding any applicable taxes.  In the event of late payment we shall be entitled to charge interest on the sum overdue (to accrue from day to day as well as after as before judgement, and to be compounded quarterly) at the rate set by order of the Secretary of State from time to time for the purposes of the Late Payment of Commercial Debts (interest) Act 1998. The goods remain the property of Alldrives & Controls Limited until paid for in full.  Upon payment ownership will pass to the customer but not until that time.

 

3      Legal Fees and Collection Costs:

You will be responsible for and will pay us on demand all costs (including reasonable legal costs) incurred by Alldrives & Controls Limited in the collection of overdue accounts and any other actions that require legal recourse.

 

4      Damage in Transit:

When the price of goods quoted includes delivery, we shall repair or replace free of charge, goods which are damaged in transit, provided we are given written notice of such damage within three days after receipt of the goods, or as the case may be, after the date on which receipt was expected.

 

5      Price & Delivery:

The quoted prices are our current prices, but it is agreed that the prices to be paid by you are our prices in effect at the time of order. Quoted delivery dates are our best estimates and we assume no liability for delays. For the avoidance of doubt, the time of delivery neither shall nor be of the essence. Where we agree to deliver goods ordered by you in instalments, each instalment shall constitute a separate contract between us.

 

6      Returns, Credits & Exchanges:

We shall not accept any responsibility in respect of goods returned unless they are adequately packed, accompanied by a packing note and consigned carriage paid.   Goods supplied as ordered may not be returned for credit or exchange without prior consent.   Such consent will not normally be withheld for stock items but a minimum handling charge of 20% plus the cost of any rectification work necessary if the goods are not received in a saleable condition will be applied.  CUSTOM MADE AND NON-STOCK GOODS WILL NOT BE CREDITED OR EXCHANGED.

 

7      Warranty:

We warrant that any services we provide to you shall be provided with reasonable skill and care, and that our suppliers products shall comply in all material respects with their published specification for a period of one year from the date of their shipment or the products total rated life, if applicable, whichever first occurs.   Within the warranty period we shall repair or replace such products, which are returned to us with shipping charges prepaid, and which are accepted by our supplier to be defective, and this shall be your sole remedy in the event of a warranty claim. This warranty will not apply to any product which has been subjected to misuse, negligence or accident; or misapplied; or used in violation of product manuals, instructions or warnings; or modified or repaired by unauthorised persons or improperly installed.

 

8      Inspection:

You shall inspect the product promptly after receipt and shall notify us in writing of any claims, including claims of breach of warranty, within thirty days after you discovered or should have discovered the facts upon which the claim is based.   Your failure to give written notice of a claim within the time period shall be deemed to be a waiver of such claim.

 

9      Limitation of Remedy and Warranty:

The provisions of Paragraph 7 are our sole warranty and we exclude all other warranties, conditions or other terms implied by statute or otherwise that relate to quality, fitness for a particular purpose or compliance with description, to the fullest extent permitted by law. We further disclaim any responsibility whatsoever to you or to any person or damage to or loss of property of value caused by any product which has been subjected to misuse, negligence or accident: or misapplied: or used in violation of product manuals, instructions or warnings; or modified or repaired by unauthorised persons; or improperly installed.

 

10   Limitations of Damage:

10.1 Provided that nothing in these terms and conditions shall be construed as                     restricting or excluding our liability for death or personal injury resulting in our negligence, our liability to you, whether in respect of breach of contract tort (including negligence), breach of statutory duty or otherwise, shall, in no event exceed 10 times the price payable for the product(s) in respect of which the relevant claim arises.

 

10.2 Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions, other than Excluded Loss. In this clause the expression “Excluded Loss” means all special loss (whether or not possibility of such arising on a particular breach of contract or duty has been brought to our attention at the time of contracting) and all third party claims, loss of data, anticipated savings not made, loss of management time, economic loss or other loss of business, production, revenue, profit of goodwill, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

 

10.3 For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.

 

11   Limitations of Actions:

No action regardless of form arising out of this contract may be started more than one year after the cause of action has accrued, except in action for non-payment.

 

12   Patents:

With respect to any device or equipment of our suppliers standard manufacture, we have the right, at our option, and at our expense to defend you (but not your assigns, or users of such devices or equipment) in any action brought against you in any court of competent jurisdiction alleging that such device or equipment in the form or condition as furnished by us infringes any United Kingdom patent; and we shall pay any final award of damages assessed against you in any such allegations are sustained;  provided you promptly notify us of any such charge of  infringement or the filing of any such suit,  and  provided  further  that you give us full and exclusive control of the defence of such suit. This agreement to defend and indemnify does not apply to allegations either that you actively induced infringement or that you are liable as a contributory infringer.  As to goods not of our suppliers standard manufacture, we make no warranty that the goods sold under these terms will be delivered free of the rightful claim of any third party by way of infringement or the like.   If the goods are to be furnished to your specifications, you agree to indemnify us and our successors and assigns against all liabilities and expenses resulting from any claim of infringement of any patent in connection with the production, sale, or use of such goods.

 

13   Packing:

Any packing requirements other than our standard packaging and commercial container will be invoiced as an extra charge.

 

14    Entire Agreement:

The contract between us under these terms and conditions constitutes the entire agreement between us concerning its subject matter. Each party confirms that it has not relied upon any representation (not being fraudulent misrepresentation) not recorded in these terms and conditions or in a variation agreed in accordance with these terms and conditions inducing it to contract with the other. No variation of these terms and conditions, and no waiver by are of right or remedy, shall be valid unless it is in writing signed by us at our head office.

 

15    Termination:

We shall be entitled to terminate any contract between us forthwith by written notice to you if:

15.1 You commit any material breach of such contract which is either not remediable or, in the case of a breach capable of a remedy, which you fail within 14 days after receipt of written notice requiring it to be remedied; or

15.2 You are involved in legal proceedings concerning your solvency, or you cease or threaten to cease trading, or you commit an act of bankruptcy or are adjudicated bankrupt or enter into liquidation, whether compulsory or voluntary, or make any arrangement with creditors or petition for an administration order or have a receiver or administrative receiver or manager appointed over all or any part of your assets or generally become unable to pay your debts within the meaning of section 23 of the Insolvency Act 1986 or any analogous event occurs in any jurisdiction.

 

16    Development Services:

Where you ask us to carry out any development work:

16.1 Unless we agree otherwise in writing, such development work shall be deemed to be explanatory and speculative, and no warranty, express or implied, is given that it will result in a product that meets any given specification or is unsuitable for any Intended application: and

16.2 Either party may request changes to the development work at any time, or each party agrees that it will not unreasonably request changes to refuse to agree to changes requested. Before any changes are agreed the parties will agree in good faith any changes in process or other parameters.

 

17   VAT:

All prices quoted are subject to VAT and any other taxes or duties applicable.

 

18   Shipment & Carriage Charges:

All prices quoted are ex-works Cannock and carriage charges will be added to all invoices. Our standard delivery is by next day contract carrier. We do not use postal services for our dispatches but we are happy to quote separately for any other special delivery service, which may be requested.

 

19   Force Majeure:

Neither party shall be liable for any delay or default in performing any of its obligations (not being an obligation to pay money to the other party) if the delay or default results from events or circumstances outside its reasonable control, including without limitation any industrial dispute, act of God, fire, flood, earthquake, severe weather conditions, war or other hostilities, acts of terrorism, actions of governments or governmental agencies, riots or other civil commotions.

 

20   Proprietary Information:

If you disclose to us any proprietary information identified as such by you relating to the goods to be sold under the contract, whether such disclosure occurs prior to, contemporaneously with, or subsequent to the formation of this contract, no confidential relationship shall be established by such disclosure and we agree to accord such information the degree of protection we shall accord our own, similar information. Our obligations under this clause shall cease two years from the date of disclosure.

 

21 Properties and Risk in the Goods:

21.1 The risk in the goods will pass to you on delivery of the goods to your premises, to the carrier, or otherwise to your order. The goods shall remain our property notwithstanding such delivery until we shall have received in full the total purchase price for the goods (and any ancillary costs, including interest charges in respect of them), together with the full price of any other goods the subject of any other contract with us.

21.2 Unless we have received the full price for the goods they will be held by you on a fiduciary basis as bailee for us and if requested by us you will store them separately from your own goods or those of any other person and in a manner which makes them readily identifiable as our goods. You shall not destroy, deface or obscure any identifying mark or packaging or relating to the goods. If payment is not made on the due date we shall have the right to enter upon your premises controlled by you in order to take possession of the goods. Any goods that are subject to reclaim by us under this condition will be treated as returned goods and as such will be subject to the conditions of Clause (6) above.

  1. Dispute Resolution:

If any dispute arises out of any contract between us under these terms and conditions, you and we agree to attempt in good faith to negotiate a settlement. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the parties fail to agree terms of settlement with 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.

 

23 Third Parties:

You and we agree that we do not intend any person who is not a party to any contract between us under these terms and conditions to have the right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

24 Law and Jurisdiction:

All contracts between us under these terms and conditions shall be governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.

Alldrives & Controls Limited, Epsom 2 Keys Business Village, Keys Park Road, Hednesford, Staffordshire, WS12 2HA

Technical data has been fully checked, but accuracy of printed matter is not guaranteed.