In this document the following words shall have the following meanings:
- "Buyer" means the organisation or person who buys Goods;
- "Goods" means the articles to be supplied to the Buyer by the Company;
- "Company" means the Seller, Ayapa Services Ltd, 54 Queensway, London, W2 3RY;
- “VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994;
“Working Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.
The headings in these Terms and conditions are for convenience of reference only and shall not affect their interpretation.
BASIS OF TERMS
These Terms and Conditions shall apply to sales of Goods by the Company to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Company in writing.
Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
PRICE/QUOTATION AND PAYMENT
- The quoted price shall be the Recommended Retail Price less agreed discount, unless otherwise agreed in writing between the parties. The price is exclusive of VAT or any other applicable costs.
- The Company reserves the right to amend its quoted prices at any time prior to the date of dispatch to reflect any additional cost to the Company beyond its control.
If payment of the price or any part thereof is not made by the due date, the Company shall be entitled to:
- require payment in advance of delivery in relation to any Goods not previously delivered;
- refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description while purchasing.
- Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
- If the Company is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Company shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage
- Any damages, shortages, over deliveries and duplicated orders should be reported to the Company within 14 days of signed receipt to enable replacement or refund.
- Delivery of the Goods shall be accompanied by a delivery note which shows the Purchase Order Number and the type and quantity of the Goods and, in the case of part Delivery, the outstanding balance remaining to be Delivered.
Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Company has been paid in full for the Goods.
RETURN OF UNUSED GOODS
- All goods are sold on a firm sale basis, i.e. the Company will not take back any goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.
- Any returns must be authorised by a representative of the Company before any credit will be given.
- Where the Company agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Company will not be obliged to accept any goods that are damaged in any way. The Company will only accept returns that appear in the Company’s current Publication List.
- Credit of amounts due or paid in will only be given for goods that are in saleable condition.
LIMITATION OF LIABILITY
- The Company shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
- Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Company for death or personal injury as a result of the Company's negligence or that of its employees or agents.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Company, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties
The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.
ALTERATION AND MODIFICATIONS
- The Company may carry out from time to time and without notice to the Buyer alterations or improvements in construction or design, specification, materials or manner of manufacture of the Goods
- These terms and conditions are subject to change at anytime without prior notification to the customer, however updates will be provided by the Company on request from the Buyer.
RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Company for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Company.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
The Company monitors the use of its telephone system and may record telephone conversations. The Company is committed to protecting your privacy. We will only use the information that we collect about you lawfully in accordance with the Data Protection Act..
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.