Terms & Conditions

CLAUSE 1: IMPLEMENTATION

These sale, delivery and payment conditions shall apply to all Autopack Ltd quotations, all orders given to us and all contracts concluded with us unless both parties explicitly declare in writing that the conditions are not applicable to their contractual relationship. Amendments may be made only with the agreement of both parties in writing,

Any reference made to the customer’s own conditions shall not incorporate such conditions into any contract. Verbal undertakings given by Autopack Ltd are not binding until and after such undertakings are confirmed in writing by Autopack Ltd.

 

CLAUSE 2: OFFERS

Our quotations, including any appendices, are an invitation to place an order and do not create a binding contract. We shall not be obliged to fulfill any order which has not been accepted by us in writing. Such acceptance shall not oblige us to fulfill anything beyond the contents of our quotation and our conditions of sale unless agreed by us in writing. Our acceptance of the order creates the contract and the customer shall remain bound thereto.

Unless advised in writing as withdrawn, our quotations are open for acceptance for the period stated therein or, when no period is stated, for thirty days after the date of issue.

All information regarding Autopack Ltd products in advertisements, brochures and price lists are approximate and are not to be regarded as an offer, or binding in any other sense, and the information is subject to change without notice.

 

CLAUSE 3: PRICES

The prices quoted exclude VAT and other duties levied by governments. Our prices are based on Ex works, FOB, C & F, or CIF delivery as the case may be to the port stated in our quotation. If after our acceptance of the order, any of the constituent price factors increase, we reserve the right to adjust our prices accordingly. If as a result of any delay which is the responsibility of the customer we incur exchange losses on foreign currency transactions the customer shall accept a supplementary charge to cover such losses. We reserve the right to vary the price where the customer requests modifications to the specification of goods quoted for. No other charges, particularly landing charges or customs dues, are included unless otherwise stated in writing. Freight and insurance charges are incorporated in the selling price unless otherwise stated in writing.

For CIF contracts, a document certifying in proper form that insurance has been effected and endorsed by us may be tendered instead of a policy of insurance whether or not other goods are included in or covered by such insurance. The customer shall accept such documents together with invoices and bills of lading, as complete tender of shipping documents by us. For C & F contracts we shall on request provide such notice and information as is required for the customer to insure the goods during sea transit. In the absence of such a request, we shall not be liable.

Ex works, FOB, C & F and CIF terms are in conformance with the lncoterms latest version issued by the International Chamber of Commerce.

 

CLAUSE 4: PACKING

Unless otherwise specified in our quotation, packing, where appropriate, in accordance with our standard practice is included. This means that any packing of goods including our trademarks, name, address and other marks showing the identity of Autopack Ltd cannot be changed, covered or removed.

 

CLAUSE 5: DOCUMENTS. AUXILIARY EQUIPMENT AND SPECIFICATIONS

All documents including estimates of costs, catalogues, drawings, measurements or any other paper drawn up or made available by us and in respect of a quotation or acknowledgement of order, as well as auxiliary equipment such as models, stencils, matrices and tools, shall at all times remain our property, even where the manufacturing costs have been charged to the customer, and should be returned to us if requested. Nothing may be copied or imitated or given to third parties. Only the data actually stated in our acceptance of order shall be binding.

All other specifications, calculations and statements given by us with regard to capacities, dimensions, results and/or expected performance of the goods to be supplied or work to be performed by us are only supplied by way of non-binding information.

Slight deviations within the customary tolerances shall not, however, constitute any reason for claiming compensation or cancellation of the order on the part of the customer. The customer is responsible for the accuracy of any information supplied to us.

 

CLAUSE 6: DELIVERY

Delivery shall be on the date stated in our acceptance of the order. Should information or site preparation be necessary for carrying out the order or certain legal formalities be required, the delivery time shall not commence until all the required information is in our possession or site preparation is notified as completed or the legal formalities required have been fulfilled. If an initial deposit payment is required by us when placing the order, the delivery time shall not commence until the date on which such payment is received by us.

The delivery time stated by us shall not be binding on us, but we shall do our utmost to observe this as punctually as possible. Late delivery will not entitle the customer to compensation, to refuse the goods or to dissolve the agreement, either wholly or partly.

Any time described as an estimate shall not be construed as a fixed time quoted for the purpose of this clause. The customer will provide sufficient forwarding instructions to enable us to dispatch the goods within fourteen days after notification that the goods are ready for dispatch. If the customer does not take delivery or arrange for storage, we shall be entitled to arrange storage either at our own premises or elsewhere and all charges for storage, for insurance or for demurrage shall be payable by the customer.

Force Majeure; war, civil commotion, fire, floods, state interferences, confiscation, strikes, lockouts, any other causes beyond our control shall in any case discharge us from any obligation to observe the delivery time as long as the impediment concerned continues to prevail.

 

CLAUSE 7: PAYMENT

The customer shall comply in all respects with the payment schedule detailed in our acceptance of the order. If, for reasons which are the customer’s responsibility we are unable to deliver the goods when ready for dispatch we shall have the right to be paid in conformance with the delivery time agreed and related payment schedule. In case of non-payment the customer shall be regarded as being legally in default and we shall have the right to charge, without giving notice of default or going to court, interest at the published base rate of “The Bank of England” plus five per cent as well as all costs incurred by us in collecting the contract price, including all costs of legal proceedings and execution, without prejudice to any further rights accruing to us.

All payments should be made without any deduction or setting off. If payments are not made punctually on the date agreed upon, if a petition is filed for bankruptcy, or proceedings are started for the liquidation or winding up of the customer’s affairs, a claim for complete payment shall become effective immediately without prejudice to any further rights accruing to us. Notwithstanding that the customer takes possession of the goods after delivery the property and title to the goods shall not pass to the customer until all payments have been received in full.

Any claims, whatsoever with regard to the delivery or execution of the order, shall not release the customer from the obligation to pay in the manner agreed upon.

 

CLAUSE 8: THE PASSING OF THE RISK AND OWNERSHIP

Immediately after delivery, the risk for all direct and consequential damage to the goods passes to the customer, unless the damage can be proved to be caused by fault or negligence on our part. In the latter case the customer must advise us within seven working days. The customer shall not be entitled to sell the goods to third parties, or offer them as security until the payment schedule has been complied with in full and all liabilities to us are discharged.

 

CLAUSE 9: QUALITY

Inspection and Tests

Our products are carefully inspected and are submitted to our standard tests before dispatch. If tests other than these, including trials, are required and are not specified in our quotation, they will be charged for. In the event of any delay by the customer in attending tests, trials, or in carrying out any inspection stated as required, the customer will be liable for all costs incurred and the cost of new trials.

Performance

Any performance figures given by us are based upon our experience and are such as we expect to obtain from our own trials. We shall be under no liability for damages for failure to attain such figures unless we have specifically guaranteed in writing performance figures subject to the recognised tolerances applicable to such figures. If the performance figures obtained at the specified trials are outside the acceptance limits specified in the contract, we are to be given reasonable time and opportunity to rectify our performance. If after this the customer becomes entitled to reject the goods, we will repay any sum paid by the customer up to the date of such rejection. The customer is responsible for the goods ordered being sufficient and suitable for the customer’s purpose save in so far as the customer’s stipulations are in accordance with our written advice.

 

CLAUSE 10: DEFECTS AND GUARANTEES

On receipt of the goods it is the responsibility of the customer to ascertain whether the goods are correct in every way and meet the descriptions of the items ordered. Defects or shortages must be notified within seven working days.

Autopack Ltd will make good, by repair or replacement at our option, defects which appear in the goods as a result of faulty design or workmanship during the guarantee period. The guarantee period unless otherwise stated in our quotation, is six months for reconditioned goods or parts, zero for as is condition. The guarantee period will commence from installation of the goods or thirty days after delivery, whichever is earlier. If delivery is delayed at the customer’s behest, the guarantee period will commence from our notification that the goods are available for delivery. The guarantee excludes any work instructed by the customer for which we have disclaimed responsibility in writing. Our guarantee is subject to the goods being properly used for the purpose for which supplied, being cleaned and maintained, and being used by trained operators. We reserve the right to have defective parts returned to us if required. We shall refund the cost on carriage or returned or repaired parts and shall deliver replacement parts free of charge. We reserve the right to charge a handling fee for goods which have been supplied correctly to order but which we have agreed may be returned for credit. Non standard or special equipment or parts, supplied correctly to order cannot be returned for credit.

Our liability under this clause shall be instead of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods, and save as provided in this clause we shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in goods delivered or for any injury damage or loss resulting from such defects. If the above mentioned guarantee periods have expired any claims regarding defects shall lapse.

 

CLAUSE 11: PATENTS

We will indemnify the customer against any claims of infringement of Letters Patent, Registered Design, Trade Mark, or Copyright published at the date of the contract, arising from the use or sale of the goods supplied by us and against all damages for which the customer may become liable in any such action. This indemnity shall not apply to any infringement which is due to our having followed a design or instruction given by the customer or due to the use of the goods for a purpose or in a foreign country not specified by or disclosed to us, or to any infringement which is due to the use of the goods in association or combination with any other goods or material not disclosed to or supplied by us. This indemnity is conditional on the customer giving to us the earliest possible notice in writing of any claim being made, permitting us at our own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. The customer warrants that any design or instruction given by the customer shall not cause us to infringe any Letter Patent, Registered Design, Trade Mark, or Copyright in the execution of the customer’s order. The customer shall not without our prior written consent disclose to third parties or use for the benefit of himself or third parties the know-how and data provided in connection with the execution of the order. All drawings, specifications, manuals, samples, software etc. whether supplied by us or made available by the customer at our request shall remain or become our property and may be used at our discretion. Such documents or software shall not be copied by the customer without our prior written consent.

 

CLAUSE 12: LIABILITY

The liability of Autopack Ltd is limited to the performance of the undertakings in clauses 6, 9, 10,11 and any undertaking specifically included in our quotation and acknowledgement of order. Autopack Ltd is excluded from all other liability such as production damage, other consequential loss or damage suffered in connection with third parties. The customer is obliged to indemnify Autopack Ltd against all potential third party claims to which we refer in these conditions.

 

CLAUSE 13: LIABILITY FOR ACCIDENTS AND DAMAGE

If we, our agents or sub-contractors, are on site for the purposes of the contract then we will indemnify the customer against direct damage or injury to the customer’s property or person or that of others occurring while we are working on site to the extent that it is caused by our negligence or our sub-contractors or agents, by making good such damage to property or compensating personal injury. However our total liability for damage to the customer’s property (including damage caused by our breach of contract, tort or breach of statutory duty) shall not exceed £2,000,000 Sterling. We shall not be liable to the customer for any loss of profit or of contracts or, save as aforesaid, for any loss, damage or injury of any kind whatsoever, and whether caused by our breach or contract, tort, breach of statutory duty or otherwise whatsoever. Save as provided in Clause 12, we shall not be liable for any damage or injury occurring after our completion of work on site.

 

CLAUSE 14: FORCE MAJEURE

In addition to Clause 6 these conditions consider as force majeure every occurrence, irrespective of the intention of Autopack Ltd, whether foreseeable or not at the time that the contract was entitled into that prevented Autopack Ltd from complying with the contract temporarily or permanently.

 

CLAUSE 15: POSTPONEMENT AND AVOIDANCE

In the event of force majeure Autopack Ltd is entitled either to defer our obligations under the contract for up to 6 months or to terminate the contract wholly or partly, having given due notice. In such circumstances Autopack Ltd will not be liable for any loss or damage suffered.

During the postponement Autopack Ltd is entitled to and at the end of the 6 month period is obliged to choose for performance or wholly or partly dissolution of the agreement.

In case of either deferment or termination Autopack Ltd is entitled to immediate payment for any raw materials, parts, materials and other goods that were allocated or produced in order to fulfill the contract, such payment to be reasonably determined. In the case of termination the customer is entitled to any goods paid for but Autopack Ltd is entitled to store the goods on behalf of and at the risk of the other party and to sell the goods on behalf of the customer if they are not collected.

If the customer does not fulfil all obligations in connection with the agreement, or if there is good reason to believe that the customer will not perform his obligations, or in the case of bankruptcy, composition with creditors or liquidation, Autopack Ltd is entitled without notice to defer our obligations under the contract for up to 6 months or to terminate the contract wholly or partly, without being liable to pay compensation or damages.

 

CLAUSE 16: APPLICABLE LAW

The relationship between each party will be governed by the law of England.

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