1."Products" means the goods and/or services that the Seller is to supply under these terms and conditions.
2."Buyer" means the person whose order for the Products is accepted by the Seller.
3."Seller" means Ambersphere Solutions Limited.
Unless specifically stated to the contrary, all prices quoted are net, valid for 30 days and are subject to VAT to be charged at the prevailing rate. Our offer to supply is non-binding. Prices are subject to change. E.&O.E.
Unless specifically stated to the contrary, Products are supplied ex-works Ambersphere Solutions Ltd London office. Any shipping is at the Buyer’s risk and expense. The type of shipping depends on the Buyer’s choice. Any damage in transit or to the packaging has to be brought immediately to the attention of the courier; any other complaints can only be accepted if made within 2 working days of the receipt of the goods.
Duty to inspect and notify
The Buyer has the duty to inspect the goods delivered for any apparent defects that an average customer would notice offhand. Apparent defects also include missing manuals, any considerable, easily visible damage to the Products and any cases when either the wrong Products or insufficient quantities were delivered. The Seller is to be notified in writing of such obvious defects within 2 working days of delivery.
The Seller is to be notified by the user of any hidden defects within 2 working days after their detection.
In case of non-compliance with this duty to inspect and notify, the goods shall be considered approved “as is” by the Buyer with regard to the defect concerned.
The Buyer shall be advised of the estimated delivery time after receipt of the order. If a deviation from this delivery time becomes known, the Buyer shall be notified immediately; the foregoing conditions shall not apply to orders for the supply of newly launched Products (e.g. at trade shows). Each partial delivery shall be regarded as an independent business transaction. If delivery should become partially or completely impossible due to circumstances beyond the Seller’s control, the Seller shall be entitled to relieve himself, partially or in full, of his obligation to deliver.
Terms of payment
Payment shall be effected either in advance, in cash, or by immediate direct debiting. If we agree to any terms of payment other than the aforementioned, such terms require our confirmation in writing. If the Buyer is in default, the Seller shall be entitled to charge default interest at an annual rate of 9 percentage points above the base rate of the European Central Bank.
Retention of title
The Seller shall retain title to all goods delivered until payment has been received for all receivables arising from the business relationship with the Buyer. This shall also apply to any delivery that the Buyer may refer to and for which the purchase price has already been paid.
In case of open account terms, the Product subject to the retention of title shall serve as collateral for the Seller’s outstanding balance claim. Any processing or conversion carried out by the Buyer of any Products that were delivered by the Seller and are still subject to the Seller’s retention of title shall always take place on the Seller’s behalf, however, without any obligation to the Seller. If the Products delivered by the Seller are mixed or combined with other items, the Buyer shall hereby transfer to the Seller the Buyer’s full or partial title to ownership and possession with regard to the mixed stock or newly created items.
The Buyer shall immediately notify the Seller of any attempts by third parties to seize Products subject to the retention of title by submitting to the Seller a bailiff’s return and an affidavit stating that the seized items are identical to the Products delivered. The Buyer is liable for any costs or damage resulting from such seizures. The Buyer shall be entitled to sell the Products delivered and those items that result from their processing or conversion in the course of proper business practice only. If the Buyer resells on credit terms Product of the Seller while the Seller’s retention of title is still in effect, the Buyer may not transfer the title to such items to the third-party buyer before settling in full all payment commitments to the Seller. Until such time, the Seller’s previous retention of full or partial title shall remain in effect with respect to the third-party buyer. The Buyer is obliged to protect the Seller’s rights against the third-party buyer in any manner necessary.
Already at this time and until full payment of all receivables for Product supplied by the Seller has been received, the Buyer shall assign, upon their creation and by way of security, to the Seller in full, with all ancillary rights, and enforceable against possible legal successors of the Buyer, all receivables to which the Buyer is entitled that result from the subsequent sale of the Product supplied by the Seller or from any other legal cause against the Buyer’s customer with respect to said Product.
As a consequence, any pledging or assigning of receivables, in particular to financing companies, is not permitted without the Seller’s written consent until any and all of the Seller’s claims against the Buyer have been settled in full.
If the Buyer is in default with respect to a portion of the Buyer’s commitments to the Seller, the Buyer has to notify any third-party debtors of the assignment and to request the third-party debtors to make payments to the Seller only and to refrain from any seizure of property, and to provide the Seller with a list showing those Product resold that are still subject to retention of title and/or showing those receivables incurred from the resale of such Product.
If so requested by the Buyer, the Seller shall assign back to the Buyer any receivables previously assigned to the Seller that exceed by more than 20% the total value of the Seller’s receivables for Product supplied. The Seller shall acquire ownership of the proceeds which shall have to be kept separately. Furthermore, the Seller may demand, at any time, the name of the customer and the amount of and the legal reason for any receivables to which the assignment agreed upon refers. The Seller may also demand that the Buyer notify the Buyer’s customers of the assignment of such receivables. For this purpose, the Buyer has to permit the Seller access to the Buyer’s books and invoices.
The Seller shall be entitled to collect any receivables assigned to the Seller; the Seller also has the right to notify the Buyer’s debtors accordingly. However, the Buyer is authorised to collect these receivables on behalf of the Seller as long as the Buyer is not in default with regard to the Buyer’s commitments to the Seller.
In the event of the Buyer’s default or if the Buyer experiences difficulties in payment, the Seller is entitled to demand the immediate release and return of the unsold Product. Until they have been duly returned, the Buyer has to keep the Product that are the property of the Seller separate from other merchandise and to mark them as the Seller’s property; the Buyer has to refrain from disposing of them in any way, and to provide the Seller with a list of such property.
The Buyer is obliged to have the Product insured against fire and theft and to provide evidence of such insurance to the Seller upon request. Any claims against the insurer arising from this contract with respect to the Product subject to the Seller’s retention of title shall be deemed as assigned to the Seller.
Any liability is excluded for slightly negligent breaches of duty, provided that such breaches do not concern duties material to the contract, any damage to life, body or health, and provided that they do not concern warranties or affect any claims in connection with the Product Liability Act. The same applies to any breaches of duty committed by our vicarious agents.
Any warranties for defects shall become void if the Manufacturers operating and maintenance instructions are not complied with, if modifications are made to the goods delivered, or if replacement parts or consumables are used that do not meet the original specifications.
Any claims arising from a warranty against defects are subject to a limitation period of 12 months from the day the Buyer receives the goods. In any event the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the purchase price of the Product.
The Seller shall not be liable for damages in the nature of or arising from loss of profits, loss of user, loss of revenue, loss of hire or rental in respect of the Products or any other goods, nor for damages arising from compensation payable by Buyer to any other person, firm, corporation or organisation whatsoever, and
shall not be liable for any losses, damages, costs, claims, expenses or liabilities exceeding the purchase price of the Goods or for any loss of profit or indirect or consequential loss arising under or in connection with the supply of Products.
The Buyer undertakes and agrees to indemnify and hold harmless the Seller against any and all actions, claims, proceedings, costs, losses, expenses, liabilities, including legal fees, whatsoever and howsoever caused arising out of, connected with, or resulting from the Products themselves, or use of the Products (outside of the manufacturers Specification) including without limitation the selection, delivery, possession, use operation, return or any and all damages caused thereby to anyone whatsoever.
Fitness for Purpose
Due to the specialist nature and variable applications of the goods which the Seller may supply, the Seller gives no warranty that the Products are fit for Buyers purpose or purposes. The Buyer warrants that he has satisfied himself that the Products will be fit for every purpose that he requires them and that Buyer does not rely on any skill or judgment of Seller in that regard.
The Buyer further warrants that: -
(a) The Goods will not in any way be adapted or altered, and
(b) He will not give or imply any warranty to any person whom he may sell or let the Products other than the warranty given by Seller.
In the United Kingdom the provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded from this Contract.
Shipment of spare parts and repairs
The shipment of spare parts and any repairs are generally subject to the terms of payment agreed upon. In case of warranty claims, the Buyer receives a corresponding credit note once the defective part has been returned to the Seller. No spare parts or replacement items can be sent or other claims settlement be effected before the defective item has been received.
All Products are covered by a one year return to base warranty ("Warranty Period"). Returns will not be accepted without prior authorisation. Seller's decision on all matters relating to warranty is final.
In the case of defective or faulty Goods supplied by Seller, Buyers remedy against Seller is limited to a period no longer than 12 months from the date of purchase. If any defect arises during this period Seller reserves the right, at its sole discretion, to repair or replace the goods or to give credit to the value of the purchase price of the Goods. This is subject to the Goods not having been damaged, abused or improperly operated by the Buyer. All warranty items must be returned to Seller by prepaid freight within the Warranty Period.
Where the Seller is not the manufacturer of the Goods the only warranty provided by the Seller is that given by the manufacturer of the Goods.
Neither the Buyer or Seller shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control.
Applicable law and place of jurisdiction
English law shall apply exclusively. London shall be the place of performance and jurisdiction for either party to the contract.
The preceding terms of payment and delivery shall become effective as of their publication and apply to any and all deliveries, unless otherwise stipulated in writing, even if no specific reference is made to them in individual instances. Any terms or conditions of the Buyer contrary to these terms shall lose their legal validity through the acceptance of these terms upon placement of the order, unless such contrary terms have been expressly accepted by the Seller. The Seller’s previous terms of payment and delivery deviating from these shall be void. Insofar as nothing specific has been agreed upon, the statutory provisions apply in addition to these terms of payment and delivery. In the event that some of its clauses are or become legally invalid, this contract shall remain binding.
Website terms and conditions of use
This Site is owned and controlled by Ambersphere Solutions Ltd. The information and data on this Site is subject to revision without notice and Ambersphere Solutions Ltd may revise these Terms and Conditions at any time by updating this notice.
By accessing and/or browsing the Site, you are acknowledging and agreeing that:
i) All intellectual property rights in and to the site are the property of Ambersphere Solutions Ltd and you agree not to copy, reproduce, transmit, distribute or create derivative works of any part of the Site for commercial gain, nor assist any third party to distribute or commercially exploit all or any part of the Site. In the normal course of browsing through the site Ambersphere Solutions Ltd agree to your printing or downloading to a stand-alone personal computer extracts for personal use provided both that Ambersphere Solutions Ltd is the acknowledged source including the reference www.ambersphere.co.uk and that Ambersphere Solutions Ltd may revoke this permission at any time.
ii) The Site is provided on an "as is" and "as available" basis and Ambersphere Solutions Ltd makes no express or implied warranties or representations in relation to it. This includes, without limitation, any implied warranties or representations of satisfactory quality, fitness for a particular purpose, availability, completeness or accuracy.
iii) Ambersphere Solutions Ltd shall not be liable for any loss or damage arising from, or in any way connected with, your use of the Site or any information contained or derived from it (even where Ambersphere Solutions Ltd has been advised of the possibility of such loss or damage). This includes, without limitation, any damage for loss of profits, loss of information, or any other monetary loss.
iv) Ambersphere Solutions Ltd shall not take responsibility for the availability or content of any external sites or resources to which it has hyperlinks and might not endorse or approve of any material on sites linked from or to this site. In particular you should note that home pages of sites affiliated to Ambersphere Solutions Ltd are individually responsible for their content and expression of opinions. Ambersphere Solutions Ltd does not take responsibility for the content of or opinions expressed in any external site and might not endorse or approve of all or any material on the site.
The regulations of the UN Convention on the International Sale of Goods do not apply.