Areton Ltd’s standard Conditions of Export sales
All offers and agreements are provided exclusively on the basis of the terms and conditions atated here. Business terms and conditions of the purchaser or any other, unless expressly confirmed in writing by us, have no validity.
Placing of orders
All agreements will not be binding until they are confirmed by us. The same is effective for additions, modifications and sub-agreements. The purchaser is liable for the correctness of the documents sent by him, like drawings, gauges and samples.
The mentioned details contained in leaflets, catalogues, price lists or documents pertaining to offers, drawings, illustrations and service descriptions are in accordance with usual trade practice, regarded as approximations unless they have been expressly described by us as binding. Any separate pricelists send to the prospect purchaser have a statutory validity of 30 calendar days unless otherwise agreed in writing.
Any dispatch time agreed shall be regarded only as an approximation. In case of delayed dispatch a reasonable extension of time shall be agreed.
If any of our suppliers has been hindered to fulfil his duties due to extraordinary occurrences which he was not able to avert despite of reasonable care, the dispatch date shall be extended.
All prices quoted are exworks, exclusive of VAT, packing, freight, carriage and insurance – unless agreed otherwise in writing. Any prices quoted are in UK Sterling unless otherwise agreed in writing. All prices quoted are valid for 30 calendar days from receipt of quotation and they may be subject to change.
All proforma invoices must be settled before the goods can be disptached.
All invoices must be settled within 30 days of the invoice date without deduction in case the goods have already been dispatched.
In case the goods are already dispatched and if the payment terms are not met, we shall be entitled to bill interest on arrears at a monthly rate of 4 percentage points above the base interest rate of the bank of England base rate at the time.
If it becomes apparent after conclusion of the contract that our claim for payment is not fulfilled due to the purchaser’s lack of adequate financial capacity, we shall be able to refuse any further performance and to set the purchaser a reasonable deadline within which the payment must be settled. If the partner refuses to do so or the deadline expires without result, we shall be entitled to withdraw from the contract and demand damages.
Dispatch and transfer of risk
The risk is transferred to the purchaser on handover to the forwarding agent.
Minimum purchase value.
The minimum order value is set at 160 UK Sterling excluding delivery and VAT.
Industrial property rights
Where one of the contract partners makes available to the other illustrations, drawings or other documents relating to the goods to be supplied, or to the manufacture of such goods these remain the property of the contract partner submitting them.
Reservation of title
We reserve the right of ownership in respect of the goods supplied until such time as all claims under the business relationship with the purchaser have been met. In case of missed payments against outstanding invoices the right of ownership of the goods or services supplied remains with us.
The purchaser is entitled to sell the goods supplied by us only after the all outstanding invoices have been cleared. In case goods which have been supplied by us have been resold to other parties before settling all outstanding invoices, this may constitute misappropriation and will be punishible by law. In these case we will press criminal charges and seek maximum punishment allowable by the law.
With immediate effect the purchaser assigns to us as security all claims and rights deriving from the sale or any hiring, for which we may have given the partner permission, of goods over which we have rights of ownership. We hereby accept the assignment.
Any working or processing of the goods which are subject to reservation of title shall at all times be carried out by the partner on our behalf. If the goods which are subject to reservation of title are processed or inseparably mixed with other items not owned by us, we shall acquire joint ownership of the new product in the proportion of the invoice value of the goods which are subject to reservation of title to the other processed or mixed items at the time of processing or mixing.
If our products are combined or inseparably mixed with other moveable items to form a single product and the other product is deemed to be the prinicipal product, the partner shall transfer joint ownership to us on a pro rata basis, as far as the principal product is owned by it. The partner shall maintain ownership or joint ownership on our behalf. In all other respects the same shall apply to the product created by processing or combination or mixing as to the goods which are subject to reservation of title.
If costs arise for forms or tools which have to be produced only proportional values will be invoiced separately.
Even where the partner has paid these proportional values the forms and tools remain our property and title. We will keep the forms and tools for one year after the final delivery to our partner. If new orders will be announced before expiring date the retention period will be prolongated for another year. After this period the supplier can dispose of these materials.
Arising costs for forms and tools for orders which are not placed:
Orders which will be cancelled in the development stage or in the starting-time (due to difficulties with the shape forming or shaping) the supplier reserved to himself the invoicing as follows:
a) incurred costs for the first toolkit before release of the samples.
b) incurred costs for the total amount of forms, tools, special equipment and gauges after release of samples depending on the quantity of the intended monthly requirements.
We will keep the invoiced forms and tools for 4 weeks for inspection after this period the parts will be scrapped.
Ready sequences of operations drawings and engineering drawings are subject as a protection against the used action, there exist no liability to submit these documents.
The supplier delivers exclusiveley by the agreed technical supply specifications. In the event of our having to supply in accordance with drawings, specifications, samples and the like provided by our partner, the latter will take over the risk of fitness for the intended use.
In the event of notice of defect which is justified and made at the due and proper time, we will, at our choice, make improvements to the goods complained of or supply a replacement free of defect.
We must be given the opportunity of assessing the notified defect. Observable defects must inform in writing within 10 days after receipt of the goods. Latent defects must inform in writing directly after notice.
Any material defects in respect of any defect deriving from usuitable or improper use, defective assembly or operation by the partner or third parties, normal wear and tear, defective or negligent handling, will also be excluded as the consequences of usuitable modifications or repairs undertaken by the partner or third parties without our approval.
In the event of our failing to meet these obligations, or failing to do so within a reasonable time in accordance with the terms of the contract, the partner may set in writing a final deadline within which we must fulfil our obligations. In the event of this period expiring without result the partner may demand reduction of price, withdraw from the contract or himself carry out, or have the necessary subsequent improvement carried out by a third party at our cost and risk. There shall be no reimbursement of costs if the expenses increase because the goods have been brought to another place after delivery by us, unless this means that the goods are being used as they were intended to be.
Claims for material defects shall become statute-barred after 12 months. The statute of limitation begins with the delivery of goods.
Claims for damages of delay, impossibility of service, culpably breach of statutory duties of collateral duties, default during contract conclusion and civil offence will be excluded unless these refer to intention or gross negligence of the supplier or his top manager. The liability will be restricted as well for grossly negligent material breaches for the replacement of foreseeable damages at the moment of contact conclusion. Claims of law of products liability remain unconsidered.
Place of performance and place of jurisdiction
Unless otherwise indicated in the order confirmation the place of performance is our principal place of business. The place for all legal desputes, including any action relating to payment bills of exchange or cheques, is our principal place of business of the purchaser.
Portability of contract
Mutual laws of contract shall be transferred only by mutual agreement.
We record and use only individual-related dates assuring a smoothly and correct business-relationsship. The exposure to the individual-related dates correspond with the clauses of the Federal Data Protection Act.