Terms and conditions of sale for
XDP Investments t/as Adrenalin ATV
1. DEFINITIONS
These are the only conditions (Conditions) upon which XDP Investments Ltd t/as Adrenalin ATV (“the Seller”) registered office Sterling House Lichfield Street Tamworth, Staffordshire, B79 7QF trade with the buyer.
In these conditions the following capitalised words have the meanings indicated:
“the Buyer” means the person firm or company to be supplied with goods
“the Agreement” means the contract formed between the buyer and seller to purchase goods in accordance with these conditions.
“the Goods” means the goods to be supplied by the seller to the buyer
“the Order” means the offer from the buyer to the seller to purchase the goods in accordance with these conditions.
“the sellers buyer return policy” mean the sellers returns policy or policies for the goods as may be published by the seller from time to time.
“the dealer price” means the current trade price.
“working day” means any day from Monday through to Friday inclusive, excluding United Kingdom and Republic of Ireland Bank Holidays.
2. GENERAL
2.1 These conditions govern the agreement to the entire exclusion of any other express or implied conditions and they may be varied only by the agreement of two Directors in writing of the seller to the buyer.
2.2 The buyer accepts that in entering into the agreement has not relied upon any prior promises, representations or undertakings of the seller or any of the sellers employees or agents nor any documents not expressly included in the definition of the agreement set out in these conditions, and can only be changed with written authority from two Directors.
2.3 Any advice or recommendations given by the seller or its employees or agents as to the storage, supply or use of the goods which is not confirmed in writing by the seller is followed or acted upon entirely at the buyers own risk and accordingly the seller shall not be liable (save as provided for in the Condition 7 and save in the respect of a claim for fraudulent misrepresentation) for any such advice or recommendation which is not so confirmed.
2.4 Any typographical, clerical or other error or omission in literature, quotation, trade price, acceptance, invoice, order acknowledgement or other document or information issued by the seller (including without limitation any electronic communications) shall be subject to correction without any liability, either in agreement, tort or otherwise on the part of the seller.
2.5 The seller shall not be responsible to the buyer for ensuring accuracy of any order submitted by the buyer, and for giving the seller any necessary information relating to goods order.
3. PRICE
The price of the goods, and the price of delivery, shall be the same as quoted. Where a price has not been quoted, the price will be listed on the dealer price list or on the web site www.adrenalinatv.co.uk
4. PAYMENT
The seller will only take payment from the buyer by credit card, debit card, cash, or cheques with a bankers card,BACs,TT
5. TITLE
5.1 The property in the goods shall not pass to the buyer until the full price of the goods (and all goods which are the subject of any other agreement between the seller and the buyer) has been received by the seller in cash or cleared funds.
5.2 Until such time as the property in the goods has passed to the buyer, the buyer shall hold the goods owned by the seller in the buyers possession and controls as the sellers fiduciary agent and bailee (but for the avoidance of doubt, shall not resell the goods as the agent of the seller
5.2.1 Shall keep the goods properly stored and protected.
5.2.2 Shall not destroy deface or obscure any identifying mark or packaging on or relating to the goods.
5.2.3 Shall be entitled to resell or use the goods in the ordinary course of business but shall account to the seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds easily identifiable from any monies or property of the buyer and the third parties and in the case of tangible proceeds, properly stored protected and insured .The buyer shall maintain records of the persons to whom it sells or disposes of such goods and of the payment made by such person for such goods and will allow the seller to inspect these on request.
5.2.4 and shall hand the goods over to the seller on demand and the seller shall be entitled to retake possession of them without predjustice to any of its other right against the buyer and the seller is hereby granted a licence to enter into the premises of the buyer for the purpose of recovering such goods. The buyer shall procure that any third party which holds such goods shall permit the seller to take possession of them and shall indemnify the seller against liability which may incur to such third party in connection with taking or attempting to take possession of them.
5.3 The buyer shall not pledge or in any way charge by way of security for any indebtedness any of the goods, which are the property of the seller. Without prejudice to the other rights of the seller, if the buyer does so all sums whatever owing by the buyer to the seller shall become immediately due and payable.
6. DELIVERY AND RISK
6.1 Risk of damage or loss to the goods shall pass to the buyer 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.
6.2 The seller use its reasonable endeavours to deliver the goods to the buyer within a reasonable period after the receipt of the order by the seller, but the time of delivery shall not be of essence, unless otherwise agreed by the seller and the buyer in writing.
6.3 The seller appoints a carrier to effect delivery on it’s behalf, at the time the carrier commences loading the goods from the sellers premises onto its delivery vehicle (or if the seller loads the goods onto the carriers delivery vehicle, at the time the goods are placed on the carriers vehicle)
6.3.1 Where the buyer collects the goods from the sellers premises, at the time of commencement of the loading of the goods the sellers premises onto the buyers vehicle or when the buyer picks up goods from the trade counter or at one of the sellers locations of business.
6.4 The seller shall be entitled to supply the goods in instalments and failure 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 or to cancel any other instalment.
Unattended deliveries, when requested by the buyer shall be at the buyer’s own risk except where the seller has been negligent in respect of that delivery.
7. WARRANTY AND LIMITATIONS OF LIABILITY
THE BUYERS ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISONS OF THIS CONDITION 7.
7.1 The seller warrants that the goods will be of satisfactory quality and fit the purpose of which they were supplied.
7.2 Except as expressly provided in this agreement the seller excludes all representations, warranties, conditions and other terms implied by statute, common law or otherwise to the fullest extent permitted by law. The seller will endeavour to pass on to the buyer the benefits of any guarantees or indemnities given to them by its supplier.
7.3 If not withstanding the above, the seller is found liable for any loss or damage suffered by the buyer, its aggregate liability shall in no event exceed the price of the goods the subject of the claim and, without prejudice to the above, shall not be liable for any indirect, special or consequential loss, losses sustained in the ordinary course of business, loss of profit, loss of business, depletion of goodwill, loss of business opportunity, revenue, contracts or loss of savings whatsoever.
7.4 Nothing in these conditions shall apply to exclude or limit any liability to the buyer in respect of
7.4.1 Fraud, fraudulent misrepresentations or
7.4.2 Death or personal injury of the buyer caused by the sellers negligence or
7.4.3 The terms as to title and quiet possession implied by section 12 of the goods act 1979 or section 2 of the supply of goods and services act 1982 or
7.4.4 Liability for defective products under the consumer protection act1987 or
7.4.5 The terms as to goods corresponding with their description or sample implied by section 13 and section 15 respectively of the sale of goods act 1979 where the buyer deals as consumer (as defined in section 12 of the unfair contract terms act 1977).
8.DELIVERY
8.1 If the quantity of the goods delivered is less that agreed by the seller and the buyer, the buyer shall not be entitled to reject the delivery, but shall be entitled only to a future delivery of goods to make up the deficiency, or (at the sellers option a refund by way of a credit note of the appropriate part of the purchase price).
8.2 The buyer shall have no entitlement whatsoever in respect of such non-delivery, short delivery, damaged delivery, on delivery unless the carriers delivery note has been signed in accordance with the discrepancy (except in the case of non delivery) and an email has been sent to
info@adrenalinatv.co.uk with a read receipt or recorded delivery letter and information regarding discrepancy no later than one working day from time and date of delivery received.
8.3 If by reason of failure of the buyer to give notice. The seller is prevented from successfully claiming against the carrier for such short delivery, damaged delivery or non delivery, the rights of the buyer under this condition shall not apply and the buyer shall be liable to pay the full price for all the goods which are the subject of the contract.
9. RETURNS
9.1 The seller has discretion (which it may exercise as it wishes) to accept a return of any goods supplied to but not required after 30 days from date of delivery to the buyer.
9.2 All goods supplied to but not required by the buyer will subject to a handling and a restocking charge 25% of the invoice value. Unless otherwise stated in writing to the buyer from the seller.
9.3 No unauthorised returns will be accepted.
10. BUYER’S DEFAULT
10.1.1 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 purpose of amalgamation or reconstruction) or (being a partnership) is petitioned to wound up or dissolved or
10.1.2 an encumbrancer takes possession, or a receiver is appointed of any of the property assets of the buyer or
10.1.3 the buyer ceases, or threatens to cease, to carry on business or
10.1.4 the buyer is in breach of any term of the contract or
10.1.5 the buyer is in breach of any sellers credit application procedures including without limitation completion by the buyer of the account application form or if the buyer exceeds its credit limit. 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 shell become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.CLAIMS PROCEDURE IN RESPECT OF DEFECTIVE GOODS
11.1 The seller must be notified of any claim in respect of any of the goods alleged to be defective by email to
info@adrenalinatv.co.uk with a read receipt or by recorded delivery letter, specifying the reason giving rise to such claim or return. Notification must be made within the time limits set below for each reason giving rise to a claim:
11.1.1 where a product has a manufacturing fault or a part is missing or there is some other problem totally attributable to the manufacture within 5 working days.
11.1.2 where a product has been damaged by the seller or on delivery of the product 1 working day.
11.2 The seller will only consider such a claim in respect of any goods if the following information has been given in an email to
info@adrenalinatv.co.uk with a read receipt or recorded delivery letter.
11.2.1 the invoice number of and/or the delivery note number of the goods
11.2.2 the part number of the item (or any description that clearly identifies the item to be returned)
11.2.3 the quantity of the goods (expressed in the sellers correct unit of sale) the subject of the claim and the reason for the claim.
11.3 in addition, where it is alleged by the buyer that any of the goods are defective due to damage occasioned to them, the buyer shall notify the seller of such damage and notify the seller within 1 working day by email to
info@adrenalinatv.co.uk with a read receipt or recorded delivery letter. If by reason of the failure of the buyer to give any such notice the seller is prevented from successfully claiming against the carrier for such damage, the buyer shall be liable to pay for the goods as though no such damage occurred.
11.4 Where the buyer could not have discovered the subject of the claim within the time limit set out in the condition 11.1 then the buyer must notify the seller within a reasonable time of the discovery of the potential claim.
12. FORCE MAJEURE
The seller shall have the right to cancel, or to reduce the volume of the goods delivered, or to delay delivery if it is prevented from or hindered in the delivery of the goods through any circumstances beyond its control (affecting either itself or any other party) including (but not limited to) industrial action, war, fire, prohibition or enactment of any kind, lock-out or trade dispute, without incurring any liability for any loss or damage whatsoever resulting there from.
13. WAIVER
The failure or either party to enforce or to exercise at any time or for any period of the time, any term of or any right arising pursuant to these conditions does not constitute and shall not be constructed as a waiver of such term or right and shall in no way affect either parties right later to enforce or exercise it. Any express waiver of any breach of theses conditions shall not be deemed to be a waiver of any subsequent breach.
14. SEVERABILITY
The invalidity or unenforceability of, or any right arising pursuant to, the contract shall not in any way effect the remaining terms or right which shall be constructed as if such invalid or unforceable term or right did not exist.
15. ASSIGMENT
The contract is personal to the buyer and the seller and neither party may assign, transfer, subcontract or otherwise part with the contract or any right or obligation under it without the party’s prior written consent.
16. THIRD PARTY RIGHTS
A person who is not a party to the contract is not entitled to enforce any of its terms under the contracts (rights of third parties) act 1999 except where the contract express provides that such a person is entitled to enforce any of its terms under that act.
17. DATA PROTECTION
The buyer acknowledges that the seller is a data controller for the purposes of the Data Protection Act 1998 and may be required to process personal data in connection with the entering into, performance or enforcement of the contract. The buyer in entering into the contract consent to the seller processing personal data concerning the buyer and agrees that the seller may use and disclose personal information about the buyer to third parties.
18. LAWS AND REGULATIONS
The buyer shall comply with all laws and regulations relating to and it’s own expense obtain any licenses and permits necessary for the purchase, import, ownership and use of the goods. The buyer shall produce evidence of such consents to the seller on demand.
19. GOVERNING LAW
These conditions and the contract shall be governed by and constructed in accordance with English law and the seller and the buyer hereby submit to the exclusive jurisdiction of the English courts.
20. CANCELLATION
No cancellation of an order will be accepted unless it is confirmed in writing via email to
info@adrenalinatv.co.uk with a read receipt or recorded delivery letter within 1 working day of the order being placed by the buyer.
21. SALE OF GOODS ACT
These conditions in no way alter your rights as per the “sale of goods act 1979”
22. IMPOSSIBILITY OF PERFORMANCE
The seller shall be relived of it obligation to perform the contract to the extent that the performance therefore is prevented by failure of the buyer, fire, weather conditions, industrial dispute, labour disturbance or cause beyond the reasonable control of the seller.
