1.1 Anderson Kelly Distribution Ltd will be referred to as 'we, us, our(s)' from here on out.
1.2 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us outside of Amazon UK, notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.3 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.
2.1 All offers made by us are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered. Any orders placed via the Order Form will be acknowledged by our team within 24 hours, after which we will either confirm/reject the order. Notification of this will be sent via email.
2.2 All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested and delivery place. No purchase order shall be binding on us unless and until confirmed by us in writing.
3.1 The prices for goods shall be those set forth in our order confirmation. All prices listed on our website are 'Net'. We are VAT registered and therefore VAT is applicable. Prices are including delivery, unless otherwise stated in our order confirmation in writing.
3.2 Unless expressly stated otherwise in our order confirmation, payment for goods shall be made pro-forma, via BACS. Business/trade accounts can be requested in order to avail of credit terms. Payment terms will be confirmed in writing via our order confirmation.
3.3 You must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
3.4 If you fail to pay any invoice by the due date stated on our invoice, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 5% per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
3.5 Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within ten calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.
4.1 . The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term. We shall not be held responsible for any losses or damages of goods when the product is under the control of the delivery service provider.
4.2 The delivery dates of goods shall be those set forth in our order confirmation. If we fail to deliver goods within seven calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven calendar days of the delivery date provided by us in our order confirmation. Further, you may claim damages for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be your exclusive remedies for late delivery.
4.3 We reserve the right to make delivery in instalments.
4.4 Returns of goods will be accepted if a request is made in writing 14 calendar days after the date of our order confirmation. We will not be responsible for paying return shipping/delivery fees. A 5% admin fee will also be charged for any goods returned due to the additional paperwork required to process the return. This admin fee will be required to be paid before any return is sent back to us.
5.1 If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and you are enjoined from using same, we will, at our option and expense, (i) procure for you the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a resonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.
6.1 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
6.2 We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.
7.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
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