TERMS AND CONDITIONS OF AVS Steps LTD 1. INTERPRETATION › files › Terms_and... · AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK

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.




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.




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.




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:




(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.




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.

mailto:[email protected]




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.




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




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;




(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.




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).




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);




(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.




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.




(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




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.




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).

Documents

TERMS AND CONDITIONS OF AVS Steps LTD 1. INTERPRETATION › files › Terms_and... · AVS Steps Ltd, Sixth Avenue, Zone 2, Deeside Industrial Park, Deeside, Flintshire, CH5 2LB, UK