AIB Electrical Wholesale Limited
Terms and Conditions of Sale (”CONDITIONS”)

1. Application of Conditions

(1) In these conditions “Seller” means AIB ELECTRICAL WHOLESALE LIMITED “Buyer” means the other party contracting with the Seller and “goods” means the particular products to be purchased by the Buyer comprising each separate sale contract between the Seller and the Buyer.

(2) These are the conditions upon which alone the Seller offers and agrees to contract and no alteration whatever shall be valid unless previously agreed in writing by the Seller.

(3) In the event of any conflict between these conditions and those of the Buyer these conditions shall prevail.

(4) No oral representation, undertaking or warranty purporting to be given on behalf of the Seller shall have effect to vary these conditions.

(5) In the absence of the Buyers written acknowledgement of these conditions if the Seller having accepted an order from the Buyer delivers to the Buyer (who will have been furnished with a copy of these conditions) any goods ordered the Buyer shall be deemed to have acknowledged and accepted these conditions.

(6) Any quotation given by the Seller shall not in any way constitute an offer to contract on these conditions or any other terms.

2. Title

The Seller and Buyer expressly agree that until payment has been made in full for the goods.

(1) The goods remain property of the Seller (although the risk passes to the Buyer as indicated in clause 7(3) and the relationship of the parties shall be that of bailor and bailee.

(2) So long as the Buyer remains bailee of the goods, it shall keep the goods separate from any property of the Buyer or any third party in the possession of the Buyer and shall on demand immediately deliver up the goods to the Seller.

(3) The Seller may recover the goods from the Buyers possession (if the amount outstanding from the Buyer on all sale contracts between them in excess of the credit limit, which the Seller has given to the Buyer) on the occurrence of any of the events specified in clause 9 and the Buyer herby gives irrevocable consent to the Seller, its employees, servants and agents with whatever transport may be necessary to enter upon any land or premises where the goods are situated.

(4) Notwithstanding the foregoing, the Buyer has the right to dispose of the goods in the course of his business for the account of the Seller and to pass good title in the goods to the Buyers customer being a bona fide purchaser for the value without notice to the Sellers rights. In the event of such disposal the Buyer has the fiduciary duty to the Seller to account to the Seller for any proceeds of sale but may retain therefrom any excess of such proceeds over the amount outstanding under any sale contract between them.

3. Payment

(1) All charges are to be paid within 30 days of despatch of invoice to the Buyer unless terms and conditions have been agreed in writing.

(2) The Seller reserves the right to charge interest at the greater of either the then current Royal Bank of Scotland Base Rate plus 5% per annum or 1&1/2% per month on any sum unpaid on the due date.

(3) The Buyer will be responsible for the company debt and will be personally liable for the amounts owed till the credit amount given is paid in full.

4. Cancellation

Except as the Seller may agree, the Buyer shall not be entitled to cancel this contract regardless of whether the contract has been entered into verbally or in writing.

5. Transport

Unless the Seller notifies the Buyer to the contrary all normal transportation charges will be borne by the Seller.

6. Delivery

(1) Whilst every effort will be made to ensure prompt delivery any time or date for delivery named by the Seller is an estimate only and the Seller shall not be liable for the consequences of any delay.

(2) Where a period is named for delivery and such a period is not extended by mutual consent in writing, the Buyer will take delivery within that period.

(3) Where the goods are to be delivered by instalments, any failure by the Buyer to comply with this contract will entitle the Seller to withhold further instalments.

7. Liability

(1) Where any goods not manufactured by the Seller are found to be defective (or in short supply due to faulty packaging), the Seller will only be liable to the Buyer to the extent of the Sellers entitlement against the manufacturer or supplier of the goods in respect of such defect or short supply.

(2) Whilst every effort will be made to ensure correct delivery with certain products discrepancies may arise between the quantity ordered and the actual quantity delivered due to manufacturers tolerances in which case the Seller shall be deemed to have fulfilled its contractual obligations to the Buyer in respect of any delivery even though the quantity actually delivered may be up to 10% more or less that the quantity specified by the contract and the Buyer who will receive prior notification of the discrepancy shall pay for the actual quantity despatched.

(3) Unless otherwise agreed, all risk including the risk of loss or deterioration or of damage to the goods will be borne by the Buyer from the moment when they are delivered to the Buyer either at its premise or at such other delivery address as may agreed.

(4) Unless the Buyer gives notice in writing to the Seller of any defects (other that defects caused by damage in transit) in the goods within 7 days of receiving the same, the Buyer shall be deemed to have accepted the goods as having been delivered in all respects in accordance with the contract and shall have no further right to reject the goods or recover any compensation therefore. Where defects are caused by damage in transit, such 7 days shall be abridged to 3 days from receipt of the goods by the Buyer. The aforementioned notice in writing shall have no effect unless it identifies the goods and the defects complained of and the Seller is given a reasonable opportunity of inspecting the same.

(5) If the Buyer does not receive the goods within 7 days of invoice date, he shall immediately notify the Seller in writing of such non-receipt. Should the Buyer fail to notify the Seller, the Seller shall not be liable for non-delivery of the goods and the Buyer shall be liable to the Seller for any loss or damage the Seller may suffer in consequence of the Sellers resultant omission to notify the carriers or insurers of the non-arrival of goods.

(6) The Seller shall not be responsible for any claims demands actions suits proceedings costs and expenses whatsoever for or arising out of any infringement of patent trade mark or copyright on goods delivered by the Seller.

(7) All information concerning the properties of the goods contained in any non-technical literature or publication or advertisements is intended merely to provide general information about the goods and none of this information will inform part of any contract for the supply of the goods.

(8) Except as aforesaid, all conditions, warranties and representatives, whether expressed or implied, statuary or otherwise, relating to the goods are hereby excluded providing that nothing contained in these conditions shall exclude or restrict any of the terms implied by section 12 of the Sale of Goods Act 1979.

(9) Where the Buyer buys goods with the intention of selling them to a third parties or of using them in connection with to be performed for a third party, then the fact that the Seller has sold the goods to the Buyer shall not itself imply that the Seller was aware of or approved the terms of any statement made or to be made by the Buyer to any third party concerning the fitness for purpose, quality or duration of effectiveness of the goods and if the Buyer makes any such statement to any third party in any “guarantee” (as defined in section 5(2)(b) of the Unfair contract Terms Act 1977) the Seller specifically excludes any liability either to the Buyer or any third party concerned arising under such guarantee or not.

(10) When so selling the goods, the Buyer shall ensure they have not been damaged in any way and they are fit for the purposes they are being sold and the Buyer shall in any sales literature or on any packaging in addition to that used the Seller draw to any third party’s attention any manufacturers installation and operating specification and instructions.

(11) The Buyer, his employees, servants or agents shall use the goods in accordance with any manufactures installation and operating specifications and instructions and shall take all proper health and safety precautions (including but without limitations any Health and Safety at Work acts or regulations). The Buyer shall indemnify the Seller from any proceedings, claims, damage, costs expenses (including but without limitation legal fees) or other liabilities whatsoever arising out of or in connection with any unsafe or negligent use of goods by the Buyer, his employees, servants or agents.

(12) Except as aforesaid the Seller will not be liable for any loss or damage (including costs) however caused whether direct or consequential incurred or suffered by the Buyer in relation to the supply of the goods.

(13) Nothing in this clause or in any other clause of these conditions restricts or in any way affects or will restrict or in any way affect the statutory rights of a consumer.

(14) All the sub-clauses of this Clause 7 are acknowledged by the parties to be reasonable but in the event that any sub-clause shall be found void which would be valid if some part therefore were deleted or the period of application reduced such sub-clause shall apply with such modification as may be necessary to make it valid and effective.

(15) AIB Electrical Wholesale (Glasgow) Ltd. shall not accept liability for any Liquidated damages no matter how they are incurred.

(16) It is the ordering party’s responsibility to ensure that the ordered quantities are correct, AIB Electrical Wholesale (Glasgow) Ltd. do not accept responsibility for any shortfall between ordered quantities and quantities required for a project.

8. Set-Off

The Buyer shall not be entitled to set off any sum owed by the Seller to the Buyer against any sum due to the Seller from the Buyer nor shall the Buyer make any retention of money due to the Seller in connection with any dispute.