Terms and conditions

The buyer's attention is drawn in particular to the provisions of clause 12.

1. INTERPRETATION

1.1. In these conditions:
1.1.1. “Buyer” means the person, firm or company who orders the Goods from the Company;
1.1.2. “Company” means Advent Power Products Ltd whether trading as Advent Power or Camis Motors and Drives, Camis Components, Camis Fabrications or otherwise, or, if the name of Camis Electronics is shown on the face of the relevant invoice, “Company” means Camis Electronics Limited;
1.1.3. “Contract” means any contract between the Company and the Buyer for the purchase of the Goods;
1.1.4. “Delivery Point” means the place of delivery under clause 4; and
1.1.5. “Goods” means any goods or parts of them that the Company agrees to sell to the Buyer.
1.2. A reference to a particular law includes any amendment, extension, application or re-enactment and includes any subordinate legislation made under it.

2. APPLICATION OF TERMS

2.1. Subject to any variation under clause 2.2, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms which the Buyer purports to apply under any purchase order, specification or any other document).
2.2. These conditions apply to all the Company’s sales and any variation or any representations about the Goods (other than fraudulent representations) shall have no effect unless expressly agreed in writing and signed by a director of the Company.
2.3. Each order or acceptance of a quotation for Goods by the Buyer from the Company is an offer to buy the Goods under these conditions.
2.4. Any acceptance by the Company of any offer shall not be binding until a written, e-mailed or electronic acknowledgement (excluding automatic e-mail or other automatic reply) of the order has been sent to the Buyer on behalf of the Company, or (if earlier) the Company delivers the Goods to the Buyer.
2.5. The Buyer shall ensure that its order and any applicable specification are complete and accurate.
2.6. Quotations are valid for 30 days but they represent no obligation on the Company until it accepts the Buyer’s order. The Buyer’s order must be identified with an order number and must contain sufficient information to enable the Seller to proceed.

3. DESCRIPTION

3.1. The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.
3.2. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and the Company’s website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and any sale is not a sale by sample.

4. DELIVERY

4.1. Delivery shall be at the cost of the customer by such method as the Company may deem suitable unless otherwise instructed.
4.2. Dates or periods of delivery stated in the contract are approximate, but the Company shall use reasonable endeavours to meet them.
4.3. If the Buyer has agreed to collect the Goods, the Buyer shall take delivery within 7 days of any notice that the Goods are ready.
4.4. Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (including economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery, nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.5. If the Buyer does not accept delivery of any Goods, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, or documents, or the Buyer has not complied with clause 4.3:
4.5.1. risk in the Goods shall pass to the Buyer, (including for loss or damage caused by the Company’s negligence); and
4.5.2. the Company may store the Goods until delivery, and the Buyer shall pay all related costs and expenses (including storage and insurance costs).
4.6. The Buyer shall provide at its expense adequate and appropriate equipment and labour for loading the Goods at the Delivery Point.
4.7. If the Company delivers up to 5% less than the ordered quantity, the Buyer may not object to or reject the Goods or any of them and shall pay for such goods at the pro rata Contract rate. If the Company delvers surplus goods, the Buyer shall return such goods within 7 days of dispatch or accept and pay for such goods at the pro rata Contract rate.
4.8. The Buyer must report any shortfall greater than the percentage specified in clause 4.7 or any surplus in writing within three days of dispatch.
4.9. Any liability for shortage or surplus in delivery shall be subject to compliance to clauses 4.7 and 4.8, subject to clause 12 and to the Company being satisfied that such shortage or surplus has occurred.
4.10. The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.11. Each instalment is a separate Contract and no termination of any one Contract shall entitle the Buyer to repudiate or cancel any other Contract.

5. NON-DELIVERY

5.1. The quantity of any consignment of Goods as recorded by the Company on dispatch shall be conclusive as to the quantity received by the Buyer in the absence of conclusive evidence to the contrary.
5.2. Where an expected date of delivery has been specified by the Company, the Company shall not be liable for non-delivery unless the Buyer gives written notice of the non-delivery within 3 days of the.
5.3. Any liability for non-delivery shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata rate against any invoice raised for such Goods at the Company’s election.

6. RISK/TITLE

6.1. Subject to clause 4.5.1, the Goods are at the risk of the Buyer from the time of delivery, or, where applicable, at the expiry of the 7-day period specified in clause 4.3. The Goods shall be deemed delivered when placed in the hands of an independent carrier.
6.2. Ownership of the Goods shall not pass to the Buyer until the Company has received (in cash or cleared funds) all sums due in respect of the Goods, and all other sums which are or which become due to the Company from the Buyer on any account.
6.3. Subject to clause 6.3.5, until ownership passes, the Buyer shall:
6.3.1. hold the Goods as bailee;
6.3.2. store the Goods separately from other goods;
6.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.3.4. maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks and produce the policy on request.
6.3.5. The Buyer may resell the Goods at arm’s length terms before ownership has passed if it has ordered the Goods for resale in the ordinary course of its business.
6.4. The Buyer’s right to possession of any Goods or goods owned by the Company shall cease if:
6.4.1. any sums due to the Company under any Contract or contract are overdue; or
6.4.2. the Buyer is insolvent.
6.5. This clause 6 shall survive the termination of any Contract.

7. PRICE

7.1. Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery.
7.2. Unless the contrary is expressly agreed, the price of Goods excludes VAT and all packaging, loading, unloading, carriage and insurance costs or charges, all of which the Buyer shall pay.

8. PAYMENT

8.1. Payment is due within 30 days of invoicing and time for payment shall be of the essence.
8.2. The Buyer shall make all payments due without any deduction by way of set-off, counterclaim, discount, abatement or otherwise.
8.3. All overdue sums carry interest from the due date for payment at the rate of 3% per month (prorated for any lesser period). Alternatively, the Company may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. QUALITY

9.1. Where the Company is not the manufacturer of any Goods, the Company shall, on receiving any written request citing this provision which is received no later than 3 months after the date of delivery, endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
9.2. Where clause 9.1 does not apply, the Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:
9.2.1. be of satisfactory quality; and
9.2.2. be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made that purpose known to the Company in writing and the Company has confirmed in writing that the Goods will be fit for such purpose.
9.3. The Company shall not be liable for a breach of clause 9.1 unless:
9.3.1. the Buyer gives written notice of the defect to the Company explaining its nature within 3 days of delivery; and
9.3.2. the Company is given a reasonable opportunity after receiving the notice to examine the Goods and the Buyer (if asked to do so) returns such Goods to the Company's place of business at the Buyer’s cost for the examination to take place there. Such cost shall be refunded if the Company, acting reasonably, accepts the claim.
9.3.3. If the Buyer returns Goods to the Company and the Goods do comply with clause 9.1 and there is no other legitimate reason for returning the Goods under these conditions, the Company may charge a 30% handling charge.
9.4. The Company shall not be liable for a breach of clause 9.1 if:
9.4.1. the Buyer makes any further use of such Goods after giving such notice;
9.4.2. the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
9.4.3. the Buyer alters or repairs such Goods without the written consent of the Company; or
9.4.4. the Goods would be deemed to be of satisfactory quality or fit for a particular purpose under the Sale of Goods Act 1979.
9.5. Subject to clauses 9.3 and 9.3.3, if any Goods do not conform with clause 9.1, the Company shall, at its option, repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.
9.6. Except as provided in clause 9.5, the Company shall have no liability for a breach of clause 9.1.
9.7. Any replaced Goods shall belong to the Company and clause 9.1 shall apply to any replacement or repaired Goods.

10. INTELLECTUAL PROPERTY

10.1. Unless the parties contract otherwise in writing signed by a director of the Company:
10.2. all intellectual property of any nature whatsoever in any Goods to the extent that they emanated from any design of the Buyer and in any design document of the Buyer shall remain with the Buyer and the Buyer hereby grants a licence to the Company to make such use or adaptation of such intellectual property as is desirable to enable it to perform it duties under any Contract; and
10.3. all intellectual property or any nature whatsoever in any Goods to the extent that they emanated from the design work of the Company or any third party and in any design document of the Company or third party shall remain with the Company or that third party.

11. CONFIDENTIALITY

11.1. The Company and the Buyer undertakes that it will not at any time use, divulge or communicate to any person, except as may be required by law any confidential information concerning the business or affairs of the other party or of any member of any group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

12. LIMITATION OF LIABILITY

12.1. The following sets out the entire financial liability where applicable of the Company to the Buyer in respect of:
12.1.1. any breach of these conditions;
12.1.2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
12.1.3. any representation, statement (other than a fraudulent representation) or tortious act or omission including negligence arising under or in connection with the Contract.
12.2. Subject to clause 12.1:
12.2.1. the Company’s total liability in contract, tort, misrepresentation (excluding fraudulent misrepresentation), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
12.2.2. the Company shall not be liable for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

13. ASSIGNMENT

13.1. The Company may assign the Contract or any part of it to any person, firm or company.
13.2. The Buyer may not assign the Contract or any part of it unless it has obtained the prior written consent of the Company.

14. FORCE MAJEURE

14.1. The Company shall not be liable for any breach due to circumstances beyond its reasonable control of including acts of God, governmental actions, war, protests, riot, civil commotion, fire, flood, lock-outs, strikes or other industrial disputes (whether or not relating to the Company’s workforce).

15. GENERAL

15.1. The Company may exercise any of its rights and discharge any of its obligations under any Contract through Chiltern Group Limited, or through any company which is directly or indirectly owned and controlled by Chiltern Group Limited.
15.2. If any provision is found to be wholly or partly illegal, invalid, void, voidable, or unenforceable, its scope shall be deemed reduced to the extent necessary to avoid such illegality, invalidity, voidness, voidability, or unenforceability, or, if it not possible to achieve such end by reducing its scope, such provision, or the relevant part of it, shall be deemed severed.
15.3. Failure or delay by the Company in enforcing or any provision of the Contract shall not be construed as a waiver of any of its rights.
15.4. Any waiver of any breach shall not be deemed a waiver of any subsequent breach.
15.5. No person that is not a party to a Contract may enforce any of its terms.
15.6. English law shall govern these conditions and all Contracts, and the parties submit to the non-exclusive jurisdiction of the English courts.