Access Frontier Technologies, Inc.
Conditions of Sale
Issue date of Conditions: November 2011
"Catalogue" means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out.
"Company" means Access Frontier Technologies, Inc. or its permitted assigns.
"Conditions" means these terms and conditions.
"Contract" means any contract between the Company and the Customer for the sale and purchase of Supplies.
"Customer" means the person(s) or company whose order for the Supplies is accepted by the Company.
"Goods" means any goods supplied or to be supplied by the Company to the Customer.
"Services" means any services supplied or to be supplied by the Company to the Customer.
"Supplies" means any goods or services supplied or to be supplied by the Company to the Customer.
"in writing" includes electronic communications.
All orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer’s standard terms and conditions except where such terms or conditions are expressly incorporated into the Contract with the written agreement of the Company. If there is any conflict between the other provisions of this Catalogue and these Conditions; or the provisions of the order and these Conditions these Conditions will prevail unless the Company expressly agrees otherwise in writing. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.
Prices for Supplies are in Philippine Peso, exclusive of VAT, which will be added at the time of despatch. Prices shown in this Catalogue are those applicable at the time of going to print and the Company reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when, in the case of an order for Goods, those Goods are despatched, and in the case of an order for Services, the order is accepted.
4. PAYMENT TERMS
Subject to credit being approved and where expressly agreed accounts are due for payment by not later than the due date stipulated on the invoice. In default of such agreement, payment must be received by the Company prior to delivery date.
Payment shall be made in accordance with the agreed credit terms or as shown in the invoice.
Where deliveries are spread over a period each consignment will be invoiced as despatched and each month’s invoices will be treated as a separate account and payable accordingly.
In the absence of credit line and/or account, payment shall be made by cash, by cheque and/or by depositing the payment to Company’s official designated bank in which case Bank of the Philippine Island (BPI) in the currency stated on the invoice.
Payment must be made without any deductions, withholding or set off and time for payment is of the essence.
If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
- cancel the order or suspend any further deliveries or performance
- appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and
- charge interest (both before and after any judgement) on the amount unpaid at the rate of 2% per month until payment is made in full. If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer an administration fee to cover all and any costs incurred.
5. NEW ACCOUNTS
A Customer wishing to open a credit account must furnish such information as may be requested by the Company and the Company may make a search with a credit reference agency and seek trade references. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce or suspend any credit limit at any time.
The Company reserves the right to decline to trade with any company or person. To avoid duplication, written confirmation of telephone orders must be clearly marked 'Confirmation only'. The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly. Orders for Goods are accepted by the Company by despatching the Goods.
The Company will use all reasonable endeavors to despatch Goods ordered and/or may use any method of delivery available to it Carriage paid within the Philippines, however, subject to:
For orders less than Php2,500.00 (excluding VAT), a delivery charge of Php90.00 within Metro Manila and Php175.00 outside Metro Manila will apply.
Depends on the items ordered, size and value of the goods ordered in which special freight charges applies (i.e heavy, bulky and hazardous items) and/or Company may provide quotation of freight charges upon request of the Customer or deemed necessary.
Failure to meet a delivery or performance date where deliveries or performance are by instalment shall not prevent or restrict the Company from making further deliveries or rendering subsequent performance under the relevant Contract by instalment.
The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in 8 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence.
8. INSPECTION, DEFECTS AND NON-DELIVERY
The Customer must inspect the Supplies as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out in Condition 16 below, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 7 days of the date of delivery or performance, as appropriate. The Company does not write software comprised in the Goods and it is the Customer's responsibility to check for the presence of computer viruses before the Goods are used. The quantity of any consignment of Goods, as recorded by the Company upon despatch from the Company's place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary.
The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 7 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Any liability of the Company for non-delivery or non performance, or for Goods notified as defective on delivery or Services notified as defective following performance, in accordance with this Condition 8 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.
Goods are only accepted for return at the discretion of the Company. The Customer must telephone the Company’s branch at which the Goods were purchased, to enquire whether the Goods maybe returned for credit, prior to returning the Goods. If their return is agreed to, the Goods should be returned, in their original packaging and at the Customer’s risk and expense, for receipt by the Company and must be undamaged and in original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return. Non-stocked catalogue items are subject to a re-stocking charge based on the Company’s ability to return them direct to the manufacturer and the Company reserves the right to charge a re-stocking fee (20% invoice value) in certain other circumstances.
10. NON-CATALOGUE ITEMS AND CANCELLATION
The Company reserves the right to levy a handling charge for supplying special Goods not listed in the Catalogue. Cancellation of an order for these Goods will not be allowed under any circumstances and if the Customer does not accept delivery then the Company will charge the Customer as if the Goods had been delivered. No order for Goods in this Catalogue will be deemed to be cancelled unless written notification has been received and confirmed by the Company prior to the date of despatch of the Goods and the Company reserves the right to levy a handling charge.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details contained in this Catalogue are intended to give a general idea of the Supplies, but will not form part of the Contract. If the description of any Goods differs from the manufacturer's description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of details relating to Supplies and other information set out in the Catalogue, but accepts no liability in contract or tort or under statute or otherwise for any error or omission in such detail or information whether caused by the Company's negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.
12. RISK AND OWNERSHIP
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's delivery vehicles at the Customer's premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer. This Catalogue remains at all times the sole and exclusive property of the Company.
13. QUALITY ASSURANCE
All Goods detailed in the Catalogue have been processed in strict accordance with standard quality procedures approved to BS EN ISO 9001:2000, unless indicated otherwise on the despatch documentation. Further details can be obtained from the Company’s branch at the time of ordering.
Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company's negligence or otherwise. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer's, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer's risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. Except as set out in Condition 17, the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition 15 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company’s option, the supply of replacement Supplies which are sufficient and suitable.
In relation to any Goods sold under the Company’s "Roebuck" label, the Company will, free of charge, repair or, at the Company’s option, replace such Goods which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. This obligation will not apply: if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company; because the Customer did not follow the manufacturers’ instructions for storage, usage, installation, use or maintenance of the Goods; if the Customer has failed to notify the Company of any defect in accordance with Condition 8 where the defect should have been reasonably apparent on reasonable inspection; or if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods. Any Goods repaired or replaced under this Condition 15 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company. The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this Condition 14. The Customer shall ensure that the Company’s employees agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Company’s arrival on site. In relation to any Goods not sold under the "Roebuck" label and in relation to any Services performed, the Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods or where the Services are subcontracted, its subcontractor for the Services. Except as set out in 17 below and 8 above, this Condition is the Company's sole obligation and the Customer's sole remedy for defective Supplies. These obligations of the Company are accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all other representations, conditions and warranties are excluded.
15. EXCLUSION OF LIABILITY
The Company does not exclude its liability to the Customer: For breach of the Company’s obligations under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982; For personal injury or death arising as a result of the Company’s negligence; Under section 2(3) Consumer Protection Act 1987; For any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or For fraud. Except as provided in Conditions 8 (inspection, defects on delivery and non delivery), 15 (performance and fitness for purpose), and 15 (Warranty and Guarantee) and this Condition 17 above, the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with: Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on part of the Company’s employees, agents or sub-contractors; Any breach by the Company of any of the express or implied terms of the Contract; Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies; Any acts or omissions of the Company at the Customer’s premises; Any statement made or not made or advice given or not given by or on behalf of the Company; or Otherwise under the Contract And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 15) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer. The Company's total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company's option, refunding monies already paid in respect of the Supplies. Each of the Company’s employees, agents and subcontractors may rely on and enforce the exclusions and restrictions of liability in Conditions 8, 14, 15 and 16 in that person’s own name and for that person’s own benefit.
16. INTELLECTUAL PROPERTY RIGHTS
The Supplies in this Catalogue may be subject to the intellectual and industrial property rights including patents, know how, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or license is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. The Company owns full copyright in respect of this Catalogue and its reproduction in whole or part is prohibited without the Company's prior written consent.
17. USE OF PERSONAL DATA
"Personal Data" means, in relation to any Customer, or any representative of a Customer who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Company) the Company can identify that Customer or that representative, regardless of how and when that data is provided. The Company may process Personal Data for all purposes contemplated in these Conditions or arising in the context of the relationship between the Company and the Customer including:
Deciding whether to enter into any contract or arrangement with that Customer. This may include credit reference searches, against a Customer or its representatives;
Direct marketing of the Company's products and services and/or of the products and services of other companies in the Premier Farnell Group or third parties which the Company believes may be of interest to the Customer or its representatives, whether by post, fax, telephone, email, SMS, MMS or otherwise;
Crime prevention or detection
The processing of the Personal Data may involve:
i. The disclosure of that Personal Data to the Company's agents, advisers and representatives;
ii. The disclosure of that Personal Data to other companies in the Premier Farnell Group whose products and services the Company believes may be of interest to that Customer or representative;
iii.The disclosure of that Personal Data to third parties whose products and services the Company believes may be of interest to that Customer or representative;
iv. The transfer of Personal Data outside of the EEA, including to countries whose laws may not provide adequate protection to Personal Data. The Company will only transfer Personal Data outside the EEA to companies who have guaranteed to the Company the same level of protection as that Personal Data would have received in the UK. If, at any time, the Customer or its representatives does not wish his or her Personal Data to be used for any or all of the above purposes, he or she should contact the Marketing Manager, BuckHickman InOne, Siskin Parkway East, Middlemarch Business Park, Coventry, CV3 4FJ or notify any of our sales representatives when placing an order.
In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material.
19. COUNTRY OF ORIGIN
Unless otherwise confirmed by the Company in writing, nothing in this Catalogue is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part of them.
20. FORCE MAJEURE
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company's obligations under these Conditons if the delay or failure was due to any cause beyond the Company's reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
21. Prohibited Applications
The Goods are strictly prohibited for use in anti-personnel landmines, or in any connection with biological, chemical or nuclear weapons or missiles to deliver them under any circumstances.
The Goods are not authorised for use in space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment or for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, environmental damage or severe property damage. Use or inclusion of the Goods in any such equipment, system or applications is also strictly prohibited.
The Customer will indemnify the Company and its suppliers against any and all losses, liability and expense (including legal and other costs) resulting from any such inclusion or use even if damage is attributed to defective design or manufacture.
Back to top