Terms & Conditions
DEFINITIONS & INTERPRETATION
“Affiliate” includes any subsidiary or holding company of AVM Ltd and each and any subsidiary of a holding company of AVM Ltd, any business entity from time to time controlling, controlled by, or under common control with AVM Ltd;
"Buyer” means the person whose order for the Goods is accepted by AVM Ltd;
"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and AVM Ltd;
"Contract" means these Standard Terms and Conditions of Supply for the purchase and sale of the Goods which is governed by these Conditions and, if applicable, any further supplemental terms (as advised by AVM Ltd from time to time) and which may be varied only by a writing signed by the duly authorised representatives of the Buyer and AVM Ltd respectively;
“Custom Build Products” means non-cancellable non-refundable bespoke products which the Buyer has ordered through AVM Ltd;
“CWO” means Cash With Order;
“DOA” means Dead or Defective on Arrival;
“End User” means the Buyer’s end customer;
“End User Delivery” means deliveries made by AVM Ltd directly to the Buyer’s customer as requested by the Buyer;
"Goods" means the Goods (including any instalment of the Goods or any parts for them and which, for the avoidance of doubt, may include any services offered and supplied by AVM Ltd) which AVM Ltd is to supply in accordance with these Conditions;
“Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force when the contract is made;
“Items” means a unit of carriage;
“MOV” means Minimum Order Value;
“NFF” means No Fault Found;
“RAN” means Returns Authorisation Number;
"Seller" means AVM Ltd (registered company number [insert company number]) with registered offices at [insert address]. AVM Ltd’s VAT number is [insert VAT number];
“Special Bids” means special pricing which may be granted to the Buyer;
“Special Bid Terms” means the Terms & Conditions governing Special Bids which the Buyer must adhere to;
“Special Order Products” shall mean non-cancellable non-refundable Products which are not part of AVM Ltd’s normal inventory and which have been ordered specifically by the Buyer or products which have been configured to the Buyer’s specifications;
“Third Party” means a third party who provides Services on behalf of AVM Ltd but is not controlled by AVM Ltd;
“Website” means AVM Ltd’s internet website, accessed through the addresses of [insert website address];
"Writing" means email, telex, cable, facsimile transmission, and any other comparable means of communication, and "written" shall be construed accordingly.
1.2 Words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders, and words importing persons shall include bodies’ corporate, unincorporated associations, and partnerships.
1.3 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, reenacted, or extended at the relevant time.
1.4 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF SALE
2.1 It is a condition precedent of the Contract that the Buyer is or is acting solely on behalf of a commercial entity (which may include sole traders and partnerships but in no event consumers or private individuals who intend to purchase Goods for personal use), and the Buyer represents and warrants that he is or is acting solely on behalf of such a commercial entity.
2.2 To order Goods you must be at least 18 years of age.
2.3 Goods are presented as an invitation to treat only with businesses based in the UK. Goods are ordinarily delivered in the UK only.
2.4 English is the only language offered for the conclusion of this contract with a Buyer.
2.5 AVM Ltd will treat each order for Goods as an offer by the Buyer to purchase the Goods on the terms set forth in these Conditions subject to AVM Ltd’s acceptance or rejection of such offer.
2.6 The Buyer is advised to read these Conditions carefully and retain a copy for future reference. The Buyer’s submission of an order indicates the Buyer’s acceptance of these Conditions as the exclusive terms of the Contract. No variation to these Conditions can be made unless agreed in writing signed by the duly authorised representatives of the Buyer and AVM Ltd respectively.
2.7 The Buyer is advised to review the Conditions prior to placing each order as AVM Ltd may modify the Conditions from time to time. The version of the Conditions posted on AVM Ltd’s website at the time that the Buyer places an order will apply to that order unless otherwise agreed in writing signed by duly authorised representatives of the Buyer and AVM Ltd respectively.
2.8 AVM Ltd’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by AVM Ltd. 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 so confirmed.
2.9 Any advice or recommendation given by AVM Ltd or its employees or agents to the Buyer or its employees or agents as to the storage, application, or use of the Goods which is not confirmed in writing by AVM Ltd is followed or acted upon entirely at the Buyer’s own risk, and accordingly AVM Ltd shall not be liable for any such advice or recommendation which is not so confirmed.
2.10 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 AVM Ltd either in hard copy or any electronic medium shall be subject to correction without any liability on the part of AVM Ltd. AVM Ltd shall take all reasonable steps to bring any such correction to the Buyer’s attention.
2.11 AVM Ltd will retain an electronic and paper copy of these Conditions and of each order accepted by AVM Ltd in either electronic or paper form for one (1) year after receipt of such order.
3. ORDER ACCEPTANCE
3.1 All orders submitted to AVM Ltd by the Buyer for Goods shall constitute an offer to AVM Ltd, under the terms and conditions of this Contract, subject to availability of the Goods and acceptance of the order by AVM Ltd’s authorised representatives.
3.2 All orders are accepted and the Goods supplied subject to the express terms and conditions of this Contract only. AVM Ltd may at any time amend this Contract by posting the amended Contract on the Website. The amended Contract shall apply to any orders placed on AVM Ltd and acceptance of an order shall be deemed to incorporate these Terms and Conditions.
3.3 The Buyer shall be responsible to AVM Ltd for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving AVM Ltd any and all necessary information relating to the Goods within a sufficient time to enable AVM Ltd to perform the Contract in accordance with its terms. The Buyer is advised to review in advance the instructions on the website concerning how to place an order.
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 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.
3.6 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 labour and material used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.7 Under no circumstances may the Buyer cancel any orders accepted by the Seller, or return any Goods (except for the reasons set out in clause 9.2, 9.3 and 11.2) relating to:
3.7.1 SPECIAL ORDER PRODUCTS; or
3.7.2 CUSTOM BUILD PRODUCTS
3.8 Where Goods other than the Seller’s standard Goods are made by the Seller to the Buyer’s order, the Goods may vary in accordance with normal trade tolerances from dimensions specified by the Buyer in the order and the Buyer shall not be entitled to make any claim against the Seller in respect of any such variations.
3.9 No binding Contract shall be created until the Seller has expressly accepted the order submitted by the Buyer in writing or made delivery or part delivery of the Goods (whichever occurs earlier).
3.10 The Seller reserves the right to introduce a Minimum Order Value (“MOV”) by giving the Buyer thirty (30) days’ notice of any such planned implementation.
3.11 IT IS AGREED THAT THE TERMS AND CONDITIONS OF THIS CONTRACT (OR ANY AUTHORISED AMENDMENTS TO THEM) SHALL ALWAYS PREVAIL OVER THE BUYER’S TERMS AND CONDITIONS. ACCEPTANCE OF THE BUYER’S ORDER IS NOT ACCEPTANCE OF THE BUYER’S TERMS AND CONDITIONS.
3.12 Without prejudice to the generality of the foregoing, any particular purpose for which the Buyer proposes to use the Goods shall be deemed not to be known by or have been made known to the Seller unless specifically recorded in a schedule signed by one of the Seller’s directors. The Buyer hereby acknowledges that any purpose stated in such schedule shall be deemed to have been specified by the Buyer.
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PRICE
4.1 The price of the Goods shall be the Seller’s price as quoted to the Buyer by means of:
4.1.1 written communication either in paper or electronic mediums; or
4.1.2 through the Buyer’s account via the Seller’s website.
4.2 Quotes are valid for seven (7) days unless otherwise agreed in writing between both parties.
4.3 The Seller reserves the right, by giving notice to the Buyer at any time before despatch, to increase the price of the Goods to reflect any increase in the cost to the Seller which is beyond its control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties and/or tax liabilities, significant increase in the costs of labour, material or other costs of manufacture of the Goods), any change in delivery dates, quantities or specifications for the Goods 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.
4.4 Quoted prices are exclusive of any applicable Value Added Tax (VAT), transport costs (including but not limited to export or import costs as may be applicable), packaging and insurance costs which the Buyer shall be liable to pay.
4.5 Where special pricing ("SPECIAL BIDS") is offered for certain orders and such pricing is made available to the Seller from its Vendors or Suppliers, the Buyer shall:
4.5.1 comply in full with any terms advised to it by the Seller; and
4.5.2 comply in full with the respective Vendors or Suppliers terms; and
4.5.3 indemnify the Seller for any claims made against the Seller by the Vendors or Suppliers for the Buyers non-compliance with the terms and conditions; and
4.5.4 pay any service fees charged for the Sellers pass-through of Special Bids and other supplier driven benefits the Buyer may receive, including any marketing funding, price protection and individual rebates, and further agrees that passthrough and payment of such benefits will be subject to the Seller having received the benefits from its Vendors or Suppliers.
4.6 The Special Bid Terms may oblige the Buyer to comply with certain requirements including but not limited to:
4.6.1 the sale of the Goods only to specifically named end-users; and
4.6.2 the disclosure of end-user information to the Seller and its Vendor or Suppliers for the purpose of end-user verification; and
4.6.3 the submission of copies of end-user invoices, end-user purchase orders or enduser shipping documents to the Seller and its Vendors or Suppliers (blackening of irrelevant data is permitted for data protection compliance purposes).
4.7 FAILURE TO COMPLY WITH THE SPECIAL BID TERMS MAY ENTITLE THE SELLER AND / OR ITS SUPPLIERS TO RECLAIM AND INVOICE THE BUYER IN FULL FOR ALL DISCOUNTS REBATES AND ANY OTHER SPECIAL PRICE CONDITIONS GRANTED TO THE BUYER AND ANY SUCH INVOICES SHALL BECOME PAYABLE IMMEDIATELY.
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TERMS OF PAYMENT
5.1 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 on or at any time after accepted orders are ready for despatch or, if the Goods are to be collected by the Buyer from the Sellers premises, at the time when 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.
5.2 Unless credit facilities have been provided all orders are on a “Cash with Order” (CWO) basis. Full payment is required prior to order despatch and subject to confirmation of clearance of funds by the Buyer’s Bank or Credit Card Provider.
5.3 Should credit facilities be provided, the Buyer undertakes to notify the Seller without delay of any material change in its finances, structure, share ownership and/or value of assets which may affect the Buyer’s credit status. In addition to any remedy available at law, failure to report any such changes may result in credit being withdrawn as set-out in clause 5.9.
5.4 In the case of Special Order Products and Custom Build Products as set out in clause 3.7, 3.7.1 and 3.7.2, the Buyer will be required to pay (at the Seller’s sole discretion) either the full price of the goods or a deposit of not less than twenty-five percent