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AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
TERMS AND CONDITIONS OF AVS Steps LTD
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Branded Goods: the Goods manufactured by AVS for sale by the Dealer that the Dealer
has requested bear the Dealer’s name, trademark and/or logo.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in
London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to
time in accordance with clause 16.7.
Contract: the contract between AVS and the Dealer for the sale and purchase of the Goods
in accordance with these Conditions.
Dealer: the person or firm who purchases the Goods from AVS.
Dealer IPR: any Intellectual Property Rights belonging to the Dealer in respect of the
Branded Goods.
Force Majeure Event: has the meaning given in clause 15.
Goods: the goods (or any part of them) manufactured by AVS and as set out in the Order.
Intellectual Property Rights/Intellectual Property: patents, rights to inventions,
copyright and moral rights, trade-marks and service marks, business names and domain
names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights
in designs, rights in computer software, database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how and trade secrets) and all
other intellectual property rights, in each case whether registered or unregistered and
including all applications and rights to apply for and be granted, renewals or extensions
of, and rights to claim priority from, such rights and all similar or equivalent rights or forms
of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Dealer’s order for the Goods, as set out/described in the purchase order, email
order, fax order or telephone order, as the case may be.
AVS: AVS Steps Ltd a company registered in England and Wales with company number
03973828 and whose registered office is Sixth Avenue, Zone 2, Deeside Industrial Park,
Deeside, CH5 2LB.
Specification: any specification for the Goods, including any related plans and drawings,
which are agreed in writing by the Dealer and AVS as amended from time to time.
Territory: the United Kingdom.
Trade Marks: the registered trademarks belonging to AVS.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether
or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or
permitted assignees.
(c) A reference to a statute or statutory provision is a reference to such statute or
provision as amended or re-enacted. A reference to a statute or statutory
provision includes any subordinate legislation made under that statute or
statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any
similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
(f) Any reference to Dealer within these Conditions includes reference to the end
customer of the Dealer (where appropriate (in the opinion of AVS)).
2. BASIS OF THE CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Dealer
seeks to impose or incorporate, or which are implied by trade, custom, practice or course
of dealing.
2.2 The Order constitutes an offer by the Dealer to purchase the Goods in accordance with
these Conditions. The Dealer is responsible for ensuring that the terms of the Order and
any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when AVS issues a written acceptance of
the Order or when AVS delivers the Goods to the Dealer (whichever is earlier), at which
point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Dealer
acknowledges that it has not relied on any statement, promise or representation made or
given by or on behalf of AVS which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by AVS and any
descriptions or illustrations contained in AVS’s catalogues or brochures are produced for
the sole purpose of giving an approximate idea of the Goods described in them. They shall
not form part of the Contract or have any contractual force.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
2.6 A quotation for the Goods given by AVS shall not under any circumstances constitute an
offer. Such quotation shall only be valid for a period of 90 Calendar Days from the date of
issue.
2.7 AVS is entitled to reduce the credit limit of the Dealer at any time and for any reason upon
5 Business Days’ notice.
3. THE DEALER
3.1 When the Contract comes into existence AVS grants the Dealer a non-exclusive licence to
distribute the Goods for the duration of the Contract in the Territory and the Dealer
agrees to act in that capacity, subject to these Conditions.
3.2 The Dealer is permitted to describe itself as one of AVS’s authorised dealers in respect of
the Goods, but must not hold itself out as AVS’s agent for sales of the Goods or as being
entitled to bind AVS in any way.
3.3 The Dealer is prohibited from selling the Goods through any third party except with the
express written consent of AVS.
3.4 The Dealer is prohibited from obtaining the Goods for resale from any person other than
AVS.
3.5 The Dealer must not seek customers, establish any branch or maintain any distribution
depot for the Goods in any country that is outside of the Territory.
4. GOODS
4.1 The Goods are as described in AVS’s most recent brochures and/or catalogues and/or on
the AVS website at http://www.avssteps.co.uk.
4.2 AVS reserves the right to amend the designs and specification of the Goods as it sees fit
and/or if required by any applicable statutory or regulatory requirements. AVS shall not
be required to provide the Dealer with notice of such amendments.
4.3 AVS shall not be under any obligation to continue to supply all or any of the Goods to the
Dealer.
4.4 Subject to clause 3 and clause 4.2 AVS must use its reasonable endeavours to supply the
Goods to the Dealer in accordance with the Order.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
4.5 Each order for the Goods shall constitute a separate contract. Any default by AVS in
relation to any one order shall not entitle the Dealer to treat this Contract as terminated.
5. DELIVERY
5.1 AVS shall ensure that:
(a) upon receipt and confirmation of each Order by AVS, AVS shall as soon as
reasonable practicable inform the Dealer of the estimated date of delivery; and
(b) each delivery of the Goods is accompanied by a delivery note which shows the
date of the Order, all relevant Dealer and AVS reference numbers, the type and
quantity of the Goods (including the code number of the Goods, where
applicable), special storage instructions (if any).
5.2 AVS shall deliver the Goods to the location set out in the Order or such other location as
the parties may agree (Delivery Location). AVS shall use its reasonable endeavours to
dispatch the Goods in accordance with the estimated delivery date provided to the Dealer
pursuant to clause 5.1(a) above.
5.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
5.4 Any dates quoted for delivery pursuant to clause 5.1(a) above are approximate only, and
the time of delivery is not of the essence. AVS shall not be liable for any delay in delivery
of the Goods that is caused by a Force Majeure Event or the Dealer's failure to provide
AVS with adequate delivery instructions or any other instructions that are relevant to the
supply of the Goods.
5.5 If AVS fails to deliver the Goods, its liability shall be limited to the costs and expenses
incurred by the Dealer in obtaining replacement goods of similar description and quality
in the cheapest market available, less the price of the Goods. AVS shall have no liability
for any failure to deliver the Goods to the extent that such failure is caused by a Force
Majeure Event or the Dealer's failure to provide AVS with adequate delivery instructions
or any other instructions that are relevant to the supply of the Goods.
5.6 Upon delivery the Dealer is required to examine the Goods within five (5) Business Day
and notify AVS in writing of any damaged Goods or any discrepancies of the Goods
conveyed by the carrier.
5.7 If the Dealer fails to accept delivery of the Goods within one (1) Business Day of the Goods
arriving at the Delivery Location, then except where such failure or delay is caused by a
Force Majeure Event or AVS’s failure to comply with its obligations under the Contract:
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on
the second Business Day after the day on which the Goods were delivered to
the delivery Location; and
(b) AVS shall arrange for store of the Goods until delivery takes place, and charge
the Dealer for all related costs and expenses (including insurance).
5.8 Should the Goods be damaged during transit then the Dealer should notify AVS in writing
within one (1) Business Day of Delivery. A notification of damage on a carrier’s delivery
notice will not constitute written notice to AVS of such damage to the Goods. The Dealer
must comply with AVS’s Returns Policy (annexed herewith).
6. QUALITY
6.1 AVS warrants that on delivery, and for a period of 12 months from the date of delivery
(warranty period), the Goods shall:
(a) conform in all material respects with their description and any applicable
Specification;
(b) be free from material defects in design, material and workmanship; and
(c) be fit for any purpose held out by AVS.
6.2 Subject to clause 6.3, if:
(a) the Dealer gives formal notice (please refer to clause 6.8) to AVS during the
warranty period and within a reasonable time of discovery that some or all of
the Goods do not comply with the warranties set out in clause 6.1;
(b) the Dealer is issued with a returns authorisation number then AVS shall arrange
for collection of the defective Goods subject to the defective Goods being
suitably packaged by the Dealer to prevent damage during transit and the
defective Goods being clearly labelled with the returns authorisation number
on each package;
(c) AVS is given a reasonable opportunity of examining such Goods;
(d) upon assessment by AVS’s quality assurance department the defective Goods
are found to not comply with the warranties as set out at clause 6.1, then AVS
shall, at its option, repair or replace the defective Goods. If after inspection
AVS’s quality assurance department deem that such defective goods in fact
comply with the warranties in clause 6.1 then the Dealer shall be notified of the
findings of such inspection in writing and will be provided with a quote for
replacement or rectification costs together with return delivery costs.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
6.3 AVS shall not be liable for Goods' failure to comply with the warranties as set out in clause
6.1 in any of the following events:
(a) the Dealer makes any further use of such Goods after giving notice in
accordance with clause 6.2(a);
(b) the defect arises because the Dealer failed to follow AVS’s oral or written
instructions as to the storage, commissioning, installation, use and maintenance
of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of AVS following any drawing, design or Specification
supplied by the Dealer;
(d) the Dealer alters or repairs such Goods without the written consent of AVS;
(e) the defect arises as a result of fair wear and tear (including to external
appearance and paintwork), inappropriate use, wilful damage, negligence, or
abnormal storage or working conditions; or
(f) the Goods differ from their description and or the Specification as a result of
changes made to ensure they comply with applicable statutory or regulatory
requirements.
6.4 Except as provided in this clause 6, AVS shall have no liability to the Dealer in respect of
the Goods' failure to comply with the warranties set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest
extent permitted by law, excluded from the Contract.
6.6 This clause 6 shall also apply to any repaired or replacement Goods supplied by AVS.
6.7 AVS shall only stock replacement parts for its Goods for a period of three years following
the end of production of such Goods. In the event that the Dealer or the Dealer’s customer
require replacement parts and AVS no longer stocks such parts, then AVS shall use its
reasonable endeavours to provide the details of a supplier who can supply such parts.
6.8 Formal notice for the purposes of clause 6.2 requires that the Dealer must:
(i) notify AVS Steps’ Quality Assurance department by telephone: on +44
(0)1244 833797 or by email: [email protected] giving full details of
the defective Goods and why they do not confirm to the warranties as
set out in clause 6.1 above; and
(ii) request a returns authorisation number if they envisage that the defect
is such that the Goods will need to be returned to AVS.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
7. TITLE AND RISK
7.1 The risk of loss or of damage in the Goods shall pass to the Dealer from the time of delivery
of the Goods to the Delivery Location. For the avoidance of doubt, this includes instances
where the Dealer collects the Goods from AVS’s premises, in which case delivery is at the
time when the Goods are handed over to the Dealer.
7.2 Title to the Goods shall not pass to the Dealer until AVS has received payment in full (in
cash or cleared funds) for:
(a) the Goods; and
(b) any other goods or services that AVS has supplied to the Dealer in respect of
which payment has become due.
7.3 Until title to the Goods has passed to the Dealer, the Dealer shall:
(a) hold the Goods on a fiduciary basis as AVS’s bailee;
(b) store the Goods separately from all other goods held by the Dealer so that they
remain readily identifiable as AVS’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating
to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all
risks for their full price from the date of delivery;
(e) notify AVS immediately if it becomes subject to any of the events listed in clause
9.2; and
(f) give AVS such information relating to the Goods as AVS may require from time
to time,
but the Dealer may resell or use the Goods in the ordinary course of its business.
7.4 If before title to the Goods passes to the Dealer the Dealer becomes subject to any of the
events listed in clause 9.2, or AVS reasonably believes that any such event is about to
happen and notifies the Dealer accordingly, then, provided that the Goods have not been
resold, or irrevocably incorporated into another product, and without limiting any other
right or remedy AVS may have, AVS may at any time require the Dealer to deliver up the
Goods and, if the Dealer fails to do so promptly, enter any premises of the Dealer or of
any third party where the Goods are stored in order to recover them.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
8. PRICE AND PAYMENT
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the
price set out in AVS’s published price list in force as at the date of delivery (Dealer portal).
8.2 AVS may, by giving notice to the Dealer at any time up to 5 (five) Business Days before
delivery, increase the price of the Goods to reflect any increase in the cost of the Goods
that is due to:
(a) any factor beyond AVS’s control (including foreign exchange fluctuations,
increases in taxes and duties, and increases in labour, materials and other
manufacturing costs);
(b) any request by the Dealer to change the delivery date(s), quantities or types of
Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Dealer or failure of the Dealer to
give AVS adequate or accurate information or instructions.
8.3 The price of the Goods is inclusive of standard costs and charges of packaging, insurance
and transport of the Goods.
8.4 The price of the Goods is exclusive of value added tax (VAT). The Dealer shall, on receipt
of a valid VAT invoice from AVS, pay to AVS such additional amounts in respect of VAT as
are chargeable on the supply of the Goods.
8.5 AVS may invoice the Dealer for the Goods on or at any time after the completion of
delivery.
8.6 Dealers whom have opted for pro-rata invoices must pay the invoice in full and in cleared
funds strictly no later than on the last day of the calendar month following the month in
which the invoice is dated. Payment shall be made to the bank account nominated in
writing by AVS. Time of payment is of the essence.
8.7 Dealers whom have an approved credit account with AVS must settle the balance of such
account strictly no later than on the last day of the calendar month following the month
in which the invoice is dated. Time of payment is of the essence.
8.8 If the Dealer fails to make any payment due to AVS under the Contract by the due date
for payment (due date), then the Dealer shall pay interest on the overdue amount at the
rate of 5% per annum above HSBC plc's base rate from time to time. Such interest shall
accrue on a daily basis from the due date until the date of actual payment of the overdue
amount, whether before or after judgment. The Dealer shall pay the interest together
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
with the overdue amount and any collection and/or enforcement fees and expenses
(including all professional costs) incurred by AVS in pursuit of the overdue amount.
8.9 The Dealer shall pay all amounts due under the Contract in full without any deduction or
withholding except as required by law and the Dealer shall not be entitled to assert any
credit, set-off or counterclaim against AVS in order to justify withholding payment of any
such amount in whole or in part. AVS may at any time, without limiting any other rights
or remedies it may have, set off any amount owing to it by the Dealer against any amount
payable by AVS to the Dealer.
9. DEALER'S INSOLVENCY OR INCAPACITY
9.1 If the Dealer becomes subject to any of the events listed in clause 9.2, or AVS reasonably
believes that the Dealer is about to become subject to any of them and notifies the Dealer
accordingly, then, without limiting any other right or remedy available to AVS, AVS may
cancel or suspend all further deliveries under the Contract or under any other contract
between the Dealer and AVS without incurring any liability to the Dealer, and all
outstanding sums in respect of Goods delivered to the Dealer shall become immediately
due.
9.2 For the purposes of clause 9.1, the relevant events are:
(a) the Dealer suspends, or threatens to suspend, payment of its debts, or is unable
to pay its debts as they fall due or admits inability to pay its debts, or (being a
company) is deemed unable to pay its debts within the meaning of section 123
of the Insolvency Act 1986, or (being an individual) is deemed either unable to
pay its debts or as having no reasonable prospect of so doing, in either case,
within the meaning of section 268 of the Insolvency Act 1986, or (being a
partnership) has any partner to whom any of the foregoing apply;
(b) the Dealer commences negotiations with all or any class of its creditors with a
view to rescheduling any of its debts, or makes a proposal for or enters into any
compromise or arrangement with its creditors other than (where the Dealer is
a company) where these events take place for the sole purpose of a scheme for
a solvent amalgamation of the Dealer with one or more other companies or the
solvent reconstruction of the Dealer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or
an order is made, for or in connection with the winding up of the Dealer, other
than for the sole purpose of a scheme for a solvent amalgamation of the Dealer
with one or more other companies or the solvent reconstruction of the Dealer;
(d) (being an individual) the Dealer is the subject of a bankruptcy petition or order;
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
(e) a creditor or encumbrancer of the Dealer attaches or takes possession of, or a
distress, execution, sequestration or other such process is levied or enforced on
or sued against, the whole or any part of its assets and such attachment or
process is not discharged within 14 days;
(f) (being a company) an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to appoint an
administrator is given or if an administrator is appointed over the Dealer;
(g) (being a company) a floating charge holder over the Dealer's assets has become
entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the Dealer's assets or a
receiver is appointed over the Dealer's assets;
(i) any event occurs, or proceeding is taken, with respect to the Dealer in any
jurisdiction to which it is subject that has an effect equivalent or similar to any
of the events mentioned in clause 9.2(a)to clause 9.2(h) (inclusive);
(j) the Dealer suspends, threatens to suspends, ceases or threatens to cease to
carry on all or substantially the whole of its business;
(k) the Dealer's financial position deteriorates to such an extent that in AVS’s
opinion the Dealer's capability to adequately fulfil its obligations under the
Contract has been placed in jeopardy; and
(l) (being an individual) the Dealer dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing his or her own affairs or
becomes a patient under any mental health legislation.
9.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and
remedies that have accrued as at termination. Clauses which expressly or by implication
survive termination of the Contract shall continue in full force and effect.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude AVS’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for AVS to exclude or restrict
liability.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
10.2 Subject to clause 10.1:
(a) AVS shall under no circumstances whatever be liable to the Dealer, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, for
any loss of profit, or any indirect or consequential loss arising under or in
connection with the Contract; and
(b) AVS’s total liability to the Dealer 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 in no circumstances exceed the
price of the Goods in respect of the particular Order.
11. MARKETING AND SALES
11.1 The Dealer shall use its best endeavours to promote the sale of the Goods, subject to its
compliance under clause 11.2, 11.3 and 11.4 below and AVS shall provide the Dealer with
such samples, catalogues, brochures and up-to-date information concerning the Goods as
the Dealer may require from time to time to assist the Dealer with the sale of the Goods.
11.2 In connection with the marketing and sale of the Goods the Dealer must:
(a) make it clear to all prospective customers of the Dealer that it is not acting as
an agent of AVS;
(b) ensure that it provides its end customer with any and all instructions provided
by AVS (whether oral or written) as to the storage, commissioning, installation,
use and maintenance of the Goods, including any such materials provided in
digital format; and
(c) if required by AVS, provide monthly reports of the sales of the Goods in the
preceding months.
11.3 For the avoidance of doubt, clause 11.2 applies to any Dealer that markets and sells the
Goods via the internet.
11.4 No Dealer, agent, representative or distributer of AVS is permitted to give any warranty
or representation (either express or implied) as to the fitness or quality of the Goods for
any particular purpose and any advice, information or opinion given by any such person
or an employee of AVS is given without legal responsibility and the Dealer shall be deemed
to have satisfied himself as to such suitability for any purpose he requires.
11.5 The Dealer shall comply at all times with AVS’s brand guidelines (as supplied from time to
time).
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
T: +44 (0)1244 833 790 | F: +44(0)1244 289 269 | E: [email protected]
Registered in England No.: 03973828. VAT Registration No.: GB 660 8072 39
12. INTELLECTUAL PROPERTY
12.1 AVS hereby grants to the Dealer the non-exclusive right, in the Territory, to use the Trade
Marks in the promotion, advertisement and sale of the Goods, subject to, and for the
duration of, the Contract.
12.2 The Goods shall be sold under the Trade Marks. On all Goods, containers and
advertisements for the Goods, the symbol “®” shall be used.
12.3 All representations of the Trade Marks that the Dealer intends to use shall be submitted
to AVS for approval before use.
12.4 The Dealer shall not, without the prior written consent of AVS, alter or make any addition
to the labelling or packaging of the Goods displaying the Trade Marks. The Dealer shall
not alter, deface or remove any reference to the Trade Marks, any reference to AVS or
any other name displayed on the Goods or their packaging or labelling.
12.5 AVS makes no representation or warranty as to the validity or enforceability of the Trade
Marks nor as to whether they infringe any intellectual property rights of third parties in
the Territory.
12.6 The Dealer shall not sub-license, transfer or otherwise deal with the rights of use of the
Trade Marks granted under the Contract.
12.7 The Dealer shall not do, or omit to do, anything in its use of the Trade Marks that could
adversely affect their validity.
12.8 The Dealer shall immediately enter into any document necessary for the recording,
registration or safeguarding of AVS's Trade Mark rights with AVS for the marketing of the
Goods under the Trade Marks in a form satisfactory to AVS.
12.9 The Dealer shall promptly give notice in writing to AVS if it becomes aware of:
(a) any infringement or suspected infringement of the Trade Marks or any other
Intellectual Property Rights relating to the Goods within the Territory; or
(b) any claim that any Product or the manufacture, use, sale or other disposal of
any Product within the Territory, whether or not under the Trade Marks,
infringes the rights of any third party.
12.10 In respect of any matter that falls within clause 12.9(a):
(a) AVS shall in its absolute discretion, decide what action to take in respect of the
matter (if any);
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
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(b) AVS shall conduct and have sole control over any consequent action that it
deems necessary.
12.11 The Dealer shall, at the request and expense of AVS, provide any reasonable assistance to
AVS as requested in respect of the protection of the any Intellectual Property Rights
belonging to AVS.
12.12 The Dealer is not permitted to
(i) design; or
(ii) make; or
(iii) build; or
(iv) sell and/or distribute; or
(v) attempt to register any Intellectual Property Rights in respect of,
or procure the same through any third party, any goods or products which are the same
or substantially similar to any of the Goods or products sold and/or marketed by AVS from
time to time. Accordingly the Dealer acknowledges that all of the Intellectual Property
Rights associated with the Goods belong exclusively to AVS and that the Dealer will not
attempt to copy or exploit any of said Intellectual Property Rights.
12.13 AVS may (but is not obliged to) supply the Dealer with marketing support materials (in
both physical and digital format) including (but not limited to) brochures, catalogues,
labelling, packaging, stands and website branding for the purposes of the sale of the
Goods only. Such materials will be supplied on an ad hoc basis for the duration of the
Contract Upon termination of the Contract for whatever reason the Dealer shall
immediately return any of the aforementioned materials to the registered office of AVS
from time to time, failing which (30 days or later following termination), AVS reserves the
right to enter the premises of the Dealer to collect any such materials and must allow AVS
reasonable access in respect of the same and AVS shall be granted an implied licence in
respect thereof.
13. BRANDED GOODS
13.1 The Dealer grants AVS a non-exclusive licence to use the Dealer IPR for the purposes of
preparing the Branded Goods.
13.2 The Dealer warrants that it is has full consent, authority and unencumbered power to
grant AVS the licence of the Dealer IPR as per clause 13.1 and that said use of the Dealer
IPR will not constitute a breach and/or infringement of the Intellectual Property Rights of
any third party.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
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13.3 The Dealer agrees to fully indemnify AVS in respect of its use of the Dealer IPR in respect
of the Branded Goods, including all costs, expenses, claims demands and/or liabilities
(including all professional costs) (e.g. including for example a claim by a third party for
breach of its intellectual property).
14. DEALER WARRANTIES
The Dealer warrants and represents that:
(a) there is nothing preventing the Dealer validly entering into this Contract and he
has all necessary consents to do so;
(b) the Dealer’s terms and conditions with an end customer are no more materially
onerous or beneficial than these Conditions;
(c) the Dealer has valid and suitable terms and conditions in place with all end
customers;
(d) it shall comply with all applicable consumer laws and regulations during the
term of the Contract in respect of the Goods;
(e) it owns all of the Intellectual Property Rights associated with the Branded
Goods.
15. FORCE MAJEURE
Neither party 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, which by its
nature could not have been foreseen, or, if it could have been foreseen, was unavoidable,
including strikes, lock-outs or other industrial disputes (whether involving its own
workforce or a third party's), failure of energy sources or transport network, acts of God,
war, terrorism, riot, civil commotion, interference by civil or military authorities, national
or international calamity, armed conflict, malicious damage, breakdown of plant or
machinery, nuclear, chemical or biological contamination, sonic boom, explosions,
collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics
or similar events, natural disasters or extreme adverse weather conditions, or default of
suppliers or subcontractors.
16. GENERAL
16.1 Assignment and subcontracting.
(a) AVS may at any time assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights or obligations under the Contract.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
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(b) The Dealer may not assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights or obligations under the Contract without
the prior written consent of AVS.
16.2 Notices.
(a) Any notice or other communication given to a party under or in connection with
the Contract shall be in writing, addressed to that party at its registered office
(if it is a company) or its principal place of business (in any other case) or such
other address as that party may have specified to the other party in writing in
accordance with this clause, and shall be delivered personally, sent by pre-paid
first class post, recorded delivery, commercial courier, or e-mail.
(b) A notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause 16.2(a); if
sent by pre-paid first class post or recorded delivery, at 9.00 am on the second
Business Day after posting; if delivered by commercial courier, on the date and
at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one
Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or
other documents in any legal action.
16.3 Severance.
(a) If any court or competent authority finds that any provision of the Contract (or
part of any provision) is invalid, illegal or unenforceable, that provision or part-
provision shall, to the extent required, be deemed to be deleted, and the validity
and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid,
enforceable and legal if some part of it were deleted, the provision shall apply
with the minimum modification necessary to make it legal, valid and
enforceable.
16.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in
writing and shall not be deemed a waiver of any subsequent breach or default. No failure
or delay by a party to exercise any right or remedy provided under the Contract or by law
shall constitute a waiver of that or any other right or remedy, nor shall it preclude or
restrict the further exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall preclude or restrict the further exercise of that or
any other right or remedy.
16.5 Breach. If AVS finds it necessary to use solicitors or other professional parties to recover
any monies owing to it by the Dealer, or in dealing with any breaches of these Conditions
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
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by the Dealer, the Dealer will, in addition, be required to pay for the costs incurred and
shall full indemnify the AVS in respect of the same (including any breach) regardless of
any court decision as to the liability for costs.
16.6 Third party rights. A person who is not a party to the Contract shall not have any rights
under or in connection with it.
16.7 Variation. Except as set out in these Conditions, any variation to the Contract, including
the introduction of any additional terms and conditions, shall only be binding when
agreed in writing and signed by AVS.
16.8 Confidentiality. The Dealer must at all times during the term of the Contract and after its
termination use its best endeavours to keep all confidentiality information in respective
of AVS confidential and private.
16.9 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or
in connection with it or its subject matter or formation (including non-contractual
disputes or claims), shall be governed by, and construed in accordance with, English law,
and the parties irrevocably submit to the exclusive jurisdiction of the courts of England
and Wales.
RETURNS POLICY
1. Any Goods that have been supplied in accordance with AVS’s terms and conditions, which have subsequently been returned will only be credited provided they are considered to be in a saleable condition by AVS and provided that the following requirements have been met:
a) the return has been agreed in writing or over the phone with AVS and a “Returns
Authorisation Form” and “Returns Authorisation Number” have been issued;
b) the Goods being returned have been clearly labelled with the “Returns Authorisation
Number” on all packages and the “Returns Authorisation Form” has been included in at
least one of the packages;
c) the Goods have been suitably packaged to avoid any damage during transportation; and
d) the Goods have been requested to be returned to AVS within 28 days of their delivery
(in accordance with clause 5.3 of AVS’s terms and conditions).
2. Any returns received without a Returns Authorisation Number clearly marked on the packaging
may not be identifiable upon arrival at AVS’s factory. This may result in AVS being unable to issue
a credit note for the Goods if the requirements set out in 1(a)-(d) above are not met.
AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK www.avssteps.co.uk
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3. AVS shall not be liable to reimburse the Dealer for any Goods which have been returned to AVS
in a manner inconsistent with AVS’s Return’s Policy.
4. Goods are returned to AVS at the Dealer’s own risk. AVS will not be liable for any damage to the
Goods that has occurred in transit.
5. It should be noted that if the Goods are returned directly to AVS either by the Dealer or the end
user and they are subsequently rejected by our quality control inspections as deemed to be in a
non-saleable condition then no credit note will be issued. Please note that these inspections are
carried out after the Goods are received by AVS and any signatures for receipt of the Goods shall
merely act as an acknowledgement of delivery of the Goods to AVS and shall under no
circumstances whatsoever reflect any comment on the condition of the Goods.
6. In the event that AVS deems the Goods to be in a non-saleable condition they will not be
returned to the Dealer or end user. The Goods will be written off at AVS’s factory and scrapped.
7. Dealers have the right to allow their end users to return Goods directly to them. In this instance
a credit note shall not be available from AVS and the Dealer shall determine whether they
believe the Goods are in saleable condition. This applies to all Goods and the standard collection
charges (as set out at 8 below) will still apply if transportation is organised through AVS.
8. Return of Goods are subject to a 20% restocking charge. This is 20% of the value of the Goods
returned. This charge is still payable if any of the Goods returned are not eligible for a credit
note. Further, this charge is still payable whatever the reason for the Goods being returned
(including, for the avoidance of doubt the Dealer being unable to sell all or some of the Goods).
9. The customer shall bear the cost of all transportation costs incurred for the return. This can be
via organising their own transport or transportation which is organised by AVS. If AVS organises
the return transportation the standard collection charges will be £30.00 per collection. Higher
charges will be levied for bulk returns. Please note that even when carriage is arranged by AVS,
this remains at the Dealer’s risk.
10. Any return of Goods which are deemed to be in a non-saleable condition by AVS will still be
charged for return transportation costs at the standard collection charges (see section 8).