 Terms & Conditions of Sale - RoadKing
1.These Conditions (a) in these terms and conditions the word ‘Astra’ means Astra Communications. The words ‘the customers’ shall mean the person, firm or company purchasing or agreeing to purchase the goods or services from Astra, the words ‘these Conditions’ shall mean and conditions of sale set out herein and the word ‘goods’ shall mean all equipment, spare parts, other goods, repairs or service to be provided to the customer by Astra. (b) All agreement by which Astra agrees to supply goods and services to the customer shall be subject to only these Conditions notwithstanding any variation any attempted variation of these conditions made by the Customer on its order from otherwise and save as provided by Clause 1(c) of these conditions. The making of an order by the Customer for the goods or services supplied by Astra shall be deemed to be an acceptance by the Customer of these Conditions to the exclusion of any terms and Conditions. Any brochure in which these Condition are incorporated shall constitute an invitation to treat by Astra and any order placed by the Customer shall constitute an offer for the goods incorporating these Conditions made by the Customer in which Astra in its discretion accept in writing or by telephone, fax or Email. No cancellation of an order by the Customer shall be valid unless made in writing and accepted in writing by Astra. (c) No variation of these Conditions is permitted unless expressly accepted by a Partner of Astra. 2. The Goods Subject to the warranty contained in clause 6(a), all descriptions, drawings and particulars relating to the goods in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the agreement between Astra and its Customer. All representations as to the performance of the goods are based on information supplied by the manufacturer of the goods and relate to the performance in normal conditions and when used correctly. 3. Delivery and Risk (a) Unless otherwise expressly agreed, the cost price shown in the current price list of Astra is exclusive of Value Added Tax and the cost of packaging and carriage will be charged as Astra’s normal rates. (b) The time for delivery of goods is not of the essence. The agreed dates for delivery are estimates only and failure by Astra to comply with them shall not be a breech of these Conditions. (c) The Goods shall be at the Customer’s risk at the time of delivery, or, if the Customer has requested that he has arranged the collection of the goods, at his risk on the date that Astra has notified the Customer that the Goods are ready for collection. (d) The Customer is required to inspect the goods on receipt and to notify Astra of any defects or complaints within 3 days. (e) If any payments due to Astra are overdue for 30 days (unless previously agreed) or if the Customer ceases trading or enters into any agreement with its creditors or shall become insolvent or has a receiver appointed or a petition is presented or a resolution passed for winding up of the Customer (if the Customer is a Company) other than for the purpose of a solvent reconstruction or amalgamation previously notified to Astra, the Customer shall then be deemed to have repudiated any agreement it may then have with Astra who shall be entitled (without prejudice to any other rights or remedies available to it) to stop any goods in transit and to cancel any further deliveries. 4. Property in the Goods (a) Notwithstanding risk in the goods passes to the Customer in accordance with clause 3(c) of these Conditions the goods shall remain the sole and absolute property of Astra and title to the legal and equitable ownership shall not pass to the Customer until payment is received by Astra of all monies due from the Customer to Astra in respect of the goods supplied by Astra to the Customer and the Customer acknowledges that until such payment is made in full it is in possession of the goods solely as a fiduciary for Astra. (b) The Customer is licensed by Astra to use or agree to sell the goods provided that the entire proceeds or any sale of such goods are held in trust for Astra and are not mixed with other monies or paid into an overdrawn bank account and shall at all times be identified as Astra’s money. (c) Until title to the goods passes to the Customer the goods shall be kept separate and distinct from all other property of the customer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to Astra and the Customer will not cause or permit or suffer any labels, badges or serial numbers, or any other means of identification of the goods to be removed or obscured. (d) Astra may for the purposes of recovering its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same. 5. Prices and Payments (a) Unless otherwise expressly agreed, the price is payable on delivery of the goods with invoice. (b) Time for payment is of the essence and if payments are not made within 30 days (or other previously agreed period) from the date of invoice, Astra may require the Customer to pay 3% interest per month from the date of invoice compounded monthly until payment is received in full. (c) If payment should not be made within 30 days (or a previously agreed period) Astra will be entitled to charge (in addition to the interest and any legal costs considered by the Court and without prejudice to any other rights or rights or remedies available to Astra) the sum of £100 plus VAT by way of liquidated damages and as a contribution to administrative costs incurred by Astra in taking steps to secure payment. (d) Unless otherwise stated all payments are to be made in Sterling Pounds to Astra’s address as stated on the invoice. (e) The price may be increased by Astra at its discretion, to take account of fluctuations in exchange rate or increases in the cost of the goods be it to taxes, rates of exchange or otherwise. (f) The price shall be payable without and deductions or set-off. (g) Cheques not honoured will incur a £10 minimum charge. 6. Warranty and Liability (a) Astra undertakes to credit the account of the Customer (if any) or to remedy free of charge by repair or replacement any defects in the goods covered under the manufacturers guarantee and provided that the Customer arranges for the prompt return to Astra of the defective goods at the Customers risk and expense. Astra reserve the choice of repair/replacement/credit. Credit notes issued by Astra are not redeemable for cash. (b) Save as herein specifically provided and save to the extent that the same cannot by statute be excluded all the conditions and warranties or representations express or implied statutory or otherwise in relation to the goods are herby excluded. Nothing in this clause 6(b) of these Conditions shall exclude the undertakings implied by section 12 of the Sale of Goods Act 1979. (c) Astra shall not be liable for any financial consequential, indirect loss suffered by the customer or any third party whether such a loss arises from breach of any duty in contact or tort in any other way including without limitation to the generality of this exclusion, loss of profits, economic loss, loss of goodwill, loss of contacts, damage to the property of the Customer or anyone else. (d) To be valid any claim against Astra whether in contract or in tort must be brought within six months of the date of invoice and any such claim shall be limited to an amount by way of liquidated damages equal to the invoice value of the goods in respect of which the claim is made. 7. Returns Policy (a) Astra admit no liability or responsibility for returned goods which are returned without valid Returns Authorisation Number & completed Returns Note issued by Astra returns department. (b) Goods are not sold on a ‘Sale or Return’ basis and a 25% re-stocking charge will be applied to any goods returned 'unwanted'. (c) Credit Notes issued by Astra are not redeemable for cash. For more information on our returns procedure click here. 8. Force Majeure Astra shall not be liable to the Customer for any failure to perform it’s obligations due to any circumstances beyond its control (including without limitation, strikes, lock-outs, industrial disputes, or for any other reason, or any other person, firm or company, delays caused by any manufacturer of the goods, riots, civil disturbances, war or warlike activity, embargoes, fire, explosion, flood or natural causes) and in such event Astra may elect by written notice to cancel any agreement with the customer or elect that the time or performance shall be extended until such time as Astra can reasonably effect the performance. 9. Waiver If the customer shall be in breach of any of these conditions then failure by Astra to require the Customer to rectify the same shall not create assumption that any such breach has been created by Astra. 10. Notice All demands, notices and other communications shall be in writing and addressed to Astra at its address shown in invoices delivered by it and to the customer at the address given by it for the delivery of invoices (or as subsequently notified by one or the other in writing) and shall be deemed to be duly given or made by letter 48 hours after being posted by first class postage pre-paid or if delivered by hand at the time of delivery or if given or made by fax or Email when the sender shall receive the answer back of the person to whom it was sent. 11. Law and Jurisdiction These conditions shall be governed in accordance with English law.
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