1.1 These terms and conditions apply to all offers, all contracts (of sale/purchase and the execution of work, such as mounting, maintenance and/or repair/remanufacturing work) and deliveries of ACTRONICS LIMITED (having its registered office in Renzland House, London Road, Copford, Colchester, Essex, England, CO6 1GT) registered with company number 07051466 (hereafter called ''ACTRONICS''), including when third parties must be involved in the execution thereof.
1.2 Any deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing.
1.3 These general terms and conditions apply to the exclusion of any other terms that the customer seeks to impose or incorporate, and the applicability of any general terms and conditions, howsoever called, of the customer is explicitly rejected.
1.4 If one or more of the provisions in these general terms and conditions are invalid or are voided, the other provisions of these general terms and conditions will remain in full effect. ACTRONICS and the customer will in such case enter into consultation with each other in order to agree new provisions to replace the invalid or voided provisions, whereby if and in so far as possible the objective and the purport of the original provision will be taken into account.
2.1 In the general terms and conditions ''written/in writing'' means: by letter, by e-mail, (but not fax) or any other form of communication which can be deemed equivalent thereto with an eye on the state of the art and commonly accepted views.
2.2 In these general terms and conditions ''goods'' means: all products to be sold by, and parts and other materials to be delivered by ACTRONICS.
2.3 In these general terms and conditions “services” means: services to be provided by, service and remanufacturing activities to be executed by, ACTRONICS.
3.1 All quotes or pricing provided by ACTRONICS are without commitment and ACTRONICS explicitly reserves the right to change the prices, in particular, if such is necessary on the basis of (statutory) regulations. The contract price is determined upon the moment the invoice is made.
3.2 A contract will only take effect after an offer is made by the customer (through placing an order for goods and services on the ACTRONICS website) (“Assignment”) and that Assignment is accepted by ACTRONICS.
3.3 ACTRONICS is entitled to refuse Assignments or to make the execution of the Assignments subject to specific conditions, unless explicitly otherwise stipulated.
3.4 Quotes, offers and/or discounts do not apply automatically to future Assignments.
4.1 All price specifications are purely indicative.
4.2 The prices stated for the offered goods and/or services are in pounds sterling (£) and exclusive of VAT, shipping costs, deposits and any taxes and/or other levies, unless otherwise stated or agreed in writing.
4.3 Unless otherwise stipulated, all specified prices are based on delivery EX WORKS Incoterms 2020, ACTRONICS LIMITED, Colchester, UK.
4.4 Price changes as a result of, e.g., changes in legislation, taxes, excise duty, factory and/or import prices and/or exchange rates may be passed on in the agreed price at any time.
4.5 ACTRONICS has the right to increase an agreed price or fee if during the performance of the contract it turns out that the agreed or expected quantity of work / costs is/are at risk of being overrun by more than 20% of the estimated costs of labour or parts. This applies in the event of the parties' failure to estimate properly, without this being attributable to ACTRONICS, and it cannot reasonably be demanded of ACTRONICS to execute the work for the agreed payment.
5.1 Unless the parties have explicitly agreed otherwise in writing, payment of the total agreed price must be made by the customer without set-off, prior to delivery. Time for payment of invoices shall be of the essence. Delivery includes the execution of work and or the provision of services.
5.2 In the event that an invoice has not been paid in full by its due date, ACTRONICS is entitled to charge statutory commercial interest at the rates set out in the Late Payment of Commercial Debts (Interest) Act 1998 and the customer will, after having been sent a payment reminder by ACTRONICS, owe to ACTRONICS any costs connected with taking judicial and extrajudicial debt collection and/or enforcement measures (including the costs of any bankruptcy petition) with a minimum of £500.00.
5.3 Without affecting any other right or remedy available to it, if the customer defaults on any payment, ACTRONICS is entitled, without further notice of default or judicial intervention, to suspend the performance of the relevant contracts in whole or in part until the payment has been made or proper security has been given therefore, or to terminate the relevant contracts in whole or in part..
5.4 In the event of liquidation, bankruptcy, attachment or moratorium on payment of the customer, ACTRONICS' all sums owed to ACTRONICS for goods and services provided (whether invoiced or not) by the customer will immediately fall due (and ACTRONICS shall promptly provide invoices where it has not done so already).
5.5 ACTRONICS uses Lloyds Cardnet payment services for all online payments.
5.6 The client can use our secure checkout pages for payment by credit or debit card. The amount is settled when the client places an order and receives a confirmation.
6.1 The risk in the goods sold by ACTRONICS passes at the time that the goods are ready for delivery or shipment.
6.2 Risk in any goods provided to ACTRONICS by the customer shall pass to ACTRONICS on receipt of the goods at ACTRONICS’ premises, and risk shall pass back to the customer once those goods have left ACTRONICS’ premises to be delivered to the customer.
6.3 Delivery dates will be determined by ACTRONICS in consultation with the customer and are estimates only. Time is never to be deemed of the essence with regard to delivery dates.
6.4 If it turns out not to be possible to deliver the goods sold to the customer and/or to provide the services, ACTRONICS reserves the right to store the goods which must be delivered and/or which have been acquired to perform the services, at the customer's expense.
6.5 If the customer fails to take or accept delivery of any goods in its possession within 7 days of ACTRONICS notifying the customer that those goods are ready for delivery, then ACTRONICS is entitled to charge the customer storage fees in accordance with ACTRONIC’s or locally applicable storage rates. If a further 30 days pass and delivery has still not taken place, ACTRONICS is entitled to deliver the goods to a third party or to otherwise dispose of them. The foregoing is without prejudice to the customer's obligation to pay the agreed price.
6.6 In the event of late delivery to the customer, ACTRONICS is not liable for any losses suffered by the customer, unless the customer has given ACTRONICS written notice of default, whereby the customer must give ACTRONICS a term of at least ten (10) working days to perform its obligations.
6.7 In the event of loss or failure of the delivery to the customer, ACTRONICS is only liable for a maximum amount of the original invoice amount of ACTRONICS in relation to that shipment. Clauses 6.6 and 6.7 shall not apply where any delays to or failure to deliver were caused by circumstances outside of ACTRONIC’s reasonable control or any acts or omissions of the customer (including but not limited to not providing sufficient information to enable delivery to take place).
6.8 ACTRONICS is not liable for any delays to the services caused by the customer’s failure to provide or make available any goods which ACTRONICS require to provide the services.
6.9 Replaced materials or goods will only be made available to the customer if such has been explicitly agreed in writing in the remanufacturing/repair assignment. In the other case, these goods/materials will become the property of ACTRONICS, without the customer being able to claim any compensation in this respect.
7.1 All (replacement) stock products (exchange items) are delivered by ACTRONICS on an exchange basis as standard, unless otherwise agreed.
7.2 Exchange items will only be sold on the basis that the old item is returned. The old item must be of the same make, building type and composition as the exchange item and may not be broken, torn, welded or in any other way damaged or incomplete. It must be possible to remanufacture the vital parts in a normal manner.
7.3 On the invoice an amount will be charged on each exchange item sold (as a deposit fee for the old item to be replaced). Except where the old item does not comply with paragraph 7.2, this deposit fee will be repaid on the customer's account if the old item is received within four (4) weeks in its entirety, accompanied by the original invoice and return form.
7.4 If after four (4) weeks the old item has not been received by ACTRONICS in accordance with the requirements in paragraph 7.2 of this article, ACTRONICS is no longer obliged to repay the deposit fee to the customer.
7.5 All parts must be returned in the original packing of the newly received part and must be shipped with the ACTRONICS return form. As soon as the old part is replaced, the deposit fee will be paid within fourteen (14) days.
7.6 The exchange items which ACTRONICS sells to the customer will be packed in a standardised manner. Where relevant, packing will be used for which a deposit fee must be paid. Such packing is always made available to the customer on a loan-for-use basis. Packing remains the property of ACTRONICS. The customer must return the packing to ACTRONICS in good condition and in its entirety.
7.7 If the customer has not returned the packing material within four (4) weeks after the purchase of the exchange product, ACTRONICS is no longer obliged to return the deposit fee charged to the customer for the packing. This is without prejudice to the customer's obligation to return the packing.
8.1 ACTRONICS gives a 2-year guarantee on all remanufactures executed unless otherwise agreed prior to sale. ACTRONICS gives a 1-year guarantee on all mass air flow meter remanufactures. The original purchase invoice serves as proof of guarantee in this respect. Mounting and dismantling costs are not covered by the guarantee.
8.2 A claim can only be made under the guarantee if the agreed price has been paid in full.
8.3 Upon delivery the customer is obliged to inspect whether the goods correspond with the contract. If this is not the case, ACTRONICS must be notified thereof in writing and with reasons as soon as possible and in any event within seven (7) days after the delivery, or after a notification was reasonably possible. In the event of lack of such notice the goods are deemed to correspond with the contract and the activities are deemed to have been executed in conformity with the contract.
8.4 A notice such as that referred to in paragraph 8.3 will not suspend the customer's payment obligation.
8.5 The customer must enable ACTRONICS to investigate the complaint and must furnish ACTRONICS with all relevant information therefor. If return shipment of the goods is necessary in this respect, such will take place at the customer's expense, unless the complaint turns out afterwards to be valid. The customer always bears the transport risk.
8.6 In order to make a claim under the guarantee, the guarantee seals must be unbroken. If one or more guarantee seals are broken, the right to make a claim under the guarantee will lapse.
8.7 Products which are presented under the guarantee, must be delivered properly packed, at least with protection in the box. Failure to do so will result in the guarantee claim not being taken into consideration.
8.8 If it has been demonstrated that the products do not correspond with the contract, ACTRONICS has the choice to replace the relevant products, which must be returned, with new products or to repay the invoice value thereof, whereby the customer must give ACTRONICS a term of at least ten (10) working days to perform its obligations.
8.9 The costs of repair, rectification, replacements and executing processing again are at ACTRONICS' expense up to a maximum of the amount invoiced by ACTRONICS during the entire guarantee period.
8.10 Claims under the guarantee lapse if third parties have executed activities without the prior knowledge or consent of ACTRONICS which are connected with the activities executed by ACTRONICS in respect of which a claim is made on the guarantee.
8.11 The delivery of new goods upon remanufacturing, and thus not upon the delivery of remanufactured goods upon remanufacturing, is covered by a guarantee in so far as a guarantee is given by the manufacturer. Parts which ACTRONICS acquires from third parties or activities which are executed by third parties on its instruction, are not covered by any other guarantee than that which ACTRONICS has been given by said third party.
8.12 The guarantee will only be furnished to the customer and thus explicitly does not apply to any legal successors. The original guarantee term will not be extended in the event of replacement of goods.
8.13 The guarantee does not extend to the compensation of loss on the part of persons and/or goods – whether or not third parties – as a result of goods or parts thereof breaking or becoming defective, or the compensation of any further costs whatsoever, which might arise for the customer as a result hereof.
9.1 All goods sold and delivered (including parts and materials used on behalf of a customer) remain the property of ACTRONICS as long as the customer has not paid everything they owe under the purchase contract in full and thus until all sums owed to ACTRONICS by the customer have been paid, including the payment of the agreed price, any compensation, interest and debt recovery costs. If in the context of the sale ACTRONICS has carried out work on behalf of the customer to be paid by the customer, the retention of title applies until the customer has paid any sums relating thereto in full.
9.2 Until title in the goods sold has passed to ACTRONICS, the customer shall store the goods separately from all other goods held by the customer and ensure that they remain readily identifiable as ACTRONICS’ property.
9.3 The customer is not entitled to pledge the goods covered by the retention of title nor to encumber such in any other way; granting a pledge on such goods which will be deemed default on the part of the customer.
9.4 If third parties attach the goods delivered subject to retention of title or wish to grant rights thereon or enforce rights in respect thereof, the customer is obliged to inform ACTRONICS thereof as quickly as can reasonably be expected.
9.5 In the event that ACTRONICS wishes to exercise the property rights specified in this article, the customer hereby gives unconditional and irrevocable consent to ACTRONICS or third parties designated by ACTRONICS to enter all those places where ACTRONICS' goods are located and to retrieve said goods.
9.6 In the event of repair/remanufacturing activities, ACTRONICS will have a general lien in respect of the goods if and for as long as:
- the customer does not pay the costs of the activities relating to the goods or does not pay said costs in full;
- the customer does not pay the costs of earlier activities executed by ACTRONICS in respect of the same goods or does not pay said costs in full;
- the customer does not pay other claims (including as compensation for loss, interest and costs) ensuing from the contractual relationship with ACTRONICS or does not pay such in full.
10.1 ACTRONICS does not accept any liability for acts and/or omissions of ACTRONICS, its personnel members and/or third parties engaged by it, during or outside of working hours, unless there was intent, wilful misconduct or gross negligence.
10.2 For loss from or in connection with deliveries for which ACTRONICS can be held legally liable, in so far as provisions of mandatory law do not entail otherwise, ACTRONICS' liability must not exceed the invoice amount.
10.3 Loss, in so far as it consists of lost profit or reduced proceeds, and all indirect loss or consequential loss, like trade loss, extra costs for replacement transport or any compensation or penalty which the customer owes third parties, are excluded to the furthest extent possible under applicable laws.
10.4 ACTRONICS shall be provided with all requested cooperation in the investigation of the cause, nature and scope of the loss for which compensation is claimed, whereby failure to comply is subject to loss of the right to compensation.
10.5 The customer must take all measures which are necessary to prevent, mitigate or limit the loss.
10.6 The customer must inform ACTRONICS at latest within three (3) months after it has become aware of, or should have become aware of, any loss suffered by it in writing and must provide details of the loss incurred.
10.7 ACTRONICS is not liable and the customer cannot base any claim on any guarantee that might apply, if the loss has arisen:
10.8 In the cases listed in the preceding paragraph the customer is fully liable for all loss ensuing therefrom and explicitly indemnifies ACTRONICS against all claims of third parties for compensation of this loss.
10.9 The customer must use the goods in accordance with the nature and use of the goods, in accordance with all statutory use instructions and use regulations, and advice and instructions prescribed by ACTRONICS. Mounting and dismounting of the goods may only be carried out by professional, qualified persons.
10.10 If the customer does not use the goods in accordance with the provisions of paragraph 10.9 of this article and the customer holds ACTRONICS liable for loss suffered in connection with the use of the delivered product, the customer must prove that loss is the result of a defect in the product delivered by ACTRONICS and not of the use in accordance with paragraph 10.9 of this article.
11.1 If ACTRONICS fails or is delayed in whole or in part in the performance of its obligations to the customer, such failure cannot be held against ACTRONICS if performance of the contract is made difficult or impossible for ACTRONICS by a circumstance – foreseeable or otherwise – which is beyond the control of ACTRONICS, such as, but not limited to: - failure on the part of suppliers/transporters; - war, riot or similar situations; - sabotage, boycott, strike or occupation; - machine damage; - theft from the storerooms; - pandemic or epidemic; - disruptions in business operations; - government measures; - bad weather; - lightning strike; - fire.
11.2 If a situation occurs as referred to in paragraph 11.1 of this article, in so far as the law permits, ACTRONICS is not liable for any loss ensuing therefrom for the customer and ACTRONICS can at its own election suspend the performance of its obligations or terminate the contract without judicial intervention in whole or in part without being bound to pay any compensation.
12.1 The personal data of the customer which he or she passes on to ACTRONICS can be processed by ACTRONICS in accordance with the Data Protection Act 2018 and the UK GDPR as defined therein (Data Protection Laws). ACTRONICS will process personal data in accordance with its privacy policy.
12.2 In addition, the personal data may be made available to third parties, for example for direct mailing activities. Any objection to be lodged by the customer with ACTRONICS against processing that falls under the aforementioned GDRP for direct mailing will be honoured.
12.3 The customer agrees that ACTRONICS may display the customer’s name and/or logo on the ACTRONICS Service Partner locator on the ACTRONICS website, unless the customer expressly requests otherwise.
13.1 the customer acknowledges that ACTRONICS can never give a 100% assurance regarding a correct diagnosis of the problem with repair/remanufacturing activities of a product. Not all problems will be repeated in the time that ACTRONICS examines the problem, not all external influences like vibrations and weather circumstances can be simulated. ACTRONICS will not be responsible for any mis-diagnosis unless that mis-diagnosis arises directly as a result of negligence on the part of ACTRONICS.
13.2 If a product is offered for remanufacture/repair and after extensive diagnosis no mistake or defect is noted, ACTRONICS will charge the customer £ 57.50 for test and administration costs. paragraph 13.1 shall also apply to this paragraph 13.2.
13.3 If a product is offered for remanufacture/repair and does not fall within the ACTRONICS product range, unless explicitly otherwise agreed in writing in advance, it will be returned without further diagnosis and without testing, and the submitter will be charged £ 25.00 as a handling fee.
14.1 Cancellation by the customer is only possible in so far as ACTRONICS agrees to such.
14.2 In the event of cancellation, the shipping costs are at the customer's expense, and the customer shall pay a fee for administration costs of 10% of the purchase amount with a minimum of £ 25.00.
15.1 Any contract and any dispute between ACTRONICS and the customer is governed by English law.
15.2 The courts of England shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.
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