ACL Comms Ltd
General terms and conditions of contract for the supply of goods and services
The following ACL Comms Ltd General Terms and Conditions shall apply to all purchase orders, unless otherwise specifically agreed in writing by both parties.
Responsibility for information
- "ACL" means ACL Comms Ltd, at the address given on the purchase order.
- "Seller" means the person, firm or company named as supplier on the purchase order.
- "Goods" means all goods and/or services as specified by the purchase order.
- "Order" means the purchase order placed by ACL for the supply of goods and/or services.
- The Order constitutes an offer by ACL to purchase Goods and/or services subject to these terms and conditions.
- Goods must comply with the quality, quantity and description as stated on the Order.
- Goods must be of good quality and material and fit for purpose.
- Goods must be equal in all respects to any specification or samples provided by ACL.
- Used Goods
- When the Seller is offering used equipment for sale, ACL will not accept the Goods until the Goods are tested and found to be satisfactory. ACL will endeavour to test the Goods within six weeks, however testing may take longer than this at times.
- ACL will agree a price for the Goods with the Seller, in writing by email or by post, subject to the Goods being satisfactory.
- ACL may provide a holding deposit to the Seller whilst ACL engineers test the Goods.
- If the results of the test are satisfactory, ACL will raise an Order for the purchase contract at the price agreed.
- If some of the Goods are found to be faulty, the Seller can collect the faulty Goods from ACL. ACL will raise the Order for the remaining satisfactory Goods. If the Order is for a value lower than a deposit already paid to the Seller, the Seller must refund the difference to ACL.
- If all the Goods are found to be faulty, the Seller must arrange collection of the Goods. The deposit and the purchase contract will be null and void.
- If some or all the Goods are in working order, but are discoloured or damaged in any other way, ACL is not obliged to pay the price agreed. ACL will contact the Seller in writing by email or by post with a revised price. If the Seller agrees the revised price, ACL will raise the Order to this value. The Seller is under no obligation to accept this price, in which case ACL will return the Goods to the Seller.
- Seller shall deliver the Goods properly and securely packed in accordance with the instructions on the Order.
- The Order will specify the date and time of the delivery and the address.
- If Goods are incorrectly delivered in any way, the Seller will immediately effect correct deliver at shall be responsible for any additional costs incurred by the Seller or by ACL in doing so.
- Each delivery shall contain a packing note quoting the Order reference number, or any other reference provided by ACL.
- ACL may reject quantities delivered in excess of the Order.
- ACL may reject any Goods which are not in accordance with the contact. ACL shall not be treated as having accepted the Goods until ACL has had a reasonable time to inspect them following delivery, or later if a defect in the Goods becomes apparent. Goods will be returned to Seller at Seller's cost.
- ACL will give the Seller a reasonable opportunity to replace the Goods. If the Seller is unable to replace the Goods, ACL is entitled to source the same Goods elsewhere, and charge this cost to the Seller.
- The price will be exclusive of VAT and include all charges for delivery to ACL, packaging, insurance and carriage. The price shall be fixed for the duration of the contract, and shall not be varied without prior written consent of ACL.
- Terms of payment
- Provided that an authorised employee of ACL has signed for the Goods, ACL will make payment to the Seller by then end of the month following that in which the invoice is received, or the Goods have been received by ACL, whichever is the later.
- VAT where applicable shall be shown separately on all invoices.
- ACL Order shall be quoted on all invoices.
- ACL may refuse payment of invoice totals in excess of the price stated on the ACL Order.
- Loss or damage in transit
- Seller shall be responsible for any Goods lost in transit, either by replacement at no additional cost to ACL.
- 9. Passing property
- 9. Property and risk in the Goods remains with the Seller until the Goods are delivered in accordance with the Order, and signed for by an authorised employee of ACL.
- 9. If ACL pay for the Goods prior to delivery, property in the Goods shall pass to ACL on payment. Seller will remain responsible for keeping the Goods safe until delivered in accordance with the Order.
- Seller shall be responsible for any errors or omissions in information supplied to ACL, provided that such errors or omissions are not due to inaccurate information provided by ACL.
- Seller shall not vary any Goods except as directed by ACL. ACL reserves the right by notice in writing to modify the quality, quantity or nature of Goods.
- ACL may cancel the Order, in entirety or in part, at any time by giving notice in writing to the Seller. If in part, ACL will pay a reasonable price for the work or delivery of Goods up to the time of cancellation.
- Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the (reasonable) control of the parties or either of them renders the performance of the Order impossible.
Health and safety
- Hazardous goods must be marked by the Seller with International Danger Symbol(s) and display the name of the material in English. Full documents and emergency information must be provided, in English.
Indemnity and insurance
- All Goods will meet the safety requirements of the Health & Safety at Work Act 1974 and other English and EU legislation.
- Seller warrants that the supply of Goods under the Order will not infringe any third party intellectual property rights.
- Seller will fully indemnify ACL against any breach of clause X.x (above)
- Seller will, if required by ACL, insure with a reputable insurance company its liabilities under this contract. Seller agrees that any monies received due to a claim arising from this contract will be paid immediately to ACL without set-off or counter claim.
- If the Seller breaches these Terms and Conditions, or if the Seller should die, become bankrupt or insolvent, ACL may by notice in writing terminate the contract.
- ACL may cancel this Agreement at any time before the Services are activated. Any notice or other document to be given under the Agreement shall be given in writing to the addressee at its last known address and shall be deemed to have been received within 36 hours of posting or 24 hours if sent by electronic mail to the correct electronic mail number or address of the addressee
Post completion restrictions
- The non-exercise by ACL of the of any of its rights hereunder in any particular incidence of breach or default by the Seller shall not constitute a waiver by ACL of such right or extend to or affect any other or subsequent incidence or impair any rights or remedies consequent thereon or ain any way modify or diminish the rights of ACL under these Terms and Conditions.
- The Seller shall not perform any services or supply any Goods to any person who is a customer of ACL during the course of the contract.
- The Seller shall not solicit or endeavour to entice away from ACL, a customer with whom the Seller had dealings during the course of the contract.
- The Contract shall be governed by and interpreted in accordance with English Law.
Last revised July 2009.