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APH Ltd

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Terms and Conditions

1 Interpretation

1.1 In these Conditions:-

‘Company’ means Agricultural Plant Hire Limited (registered in England & Wales under number 1378885)

‘Conditions’ mean the standard terms & conditions of sales set out in this document and (unless the context otherwise requires) includes any special terms and

Conditions agreed in writing between the customer and the company

‘Contract’ means the contract for the purchase and sale of the goods

‘Customer’ means the person whose order for the goods is accepted by the Company

‘Goods’ means the goods) including any instalment of the goods or any part of them) which the Company is to supply in accordance with these Conditions

‘Writing’ includes telex, cable, facsimile transmission and comparable means of communication

1.2 Any reference in these Conditions to ant provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation

2 Basis of the Sale

2.1 Quotations do not constitute an offer, and the Company shall not be bound until an order has been placed by the Customer and accepted by the Company

2.2 The Company shall sell and the Customer shall purchase the goods in accordance with any written order of the Customer which is accepted by the Company subject to

these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made

by the customer

2.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Company

2.4 The Company’s employees or agents are not authorised to make any representations concerning the goods or to agree to or effect any alteration of these Conditions or

make or give any representation or warranty in relation to the goods unless confirmed by the Company in Writing. In entering into the Contract the Customer

acknowledges that it does not rely on any such representations which are not so confirmed

2.5 Any advise or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage application or use of

the goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be

liable for any such advice or recommendation which is not so confirmed

2.6 Any typographical clerical error or omission in any sales literature, quotation price list, acceptance of offer invoice or other documents or information issued by the

Company shall be subject to correction without any liability on the part of the Company

2.7 All manufacturers part numbers are quoted as reference only. This does not indicate if the parts are genuine or non-genuine.

3 Orders and Specifications

3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative

3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specifications) submitted by the

Customer and for giving the Company any necessary information relating to the goods within a sufficient time to enable the Company to perform the Contract in

accordance with its terms

3.3 The quantity, quality and description of and any specification for the goods shall be those set out in the Customer’s order (if accepted by the Company)

3.4 The Company reserves the right to make any changes in the specification of the goods which are required to confirm with any applicable statutory or EC requirements

or which do not materially affect their quality or performance

3.5 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the

Customer shall indemnify the Company in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and

expenses incurred by the Company as a result of cancellation

4 Price of Goods

4.1 The price of goods shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in he Company’s

published price list is current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer after which

time they may be altered by the Company without giving notice to the Customer

4.2 The Company reserves the right by giving notice to the customer at any time before delivery to increase the price of the goods to reflect any increase in the cost to the

Company which is due to any factor beyond the control of the Company (such as (without limitation) any foreign exchange fluctuation currency regulation alteration of

duties significant increase in the costs of labour) any change in delivery dates quantities or specifications for the goods which is requested by the Customer or any

delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions

4.3 Under normal circumstances the goods shall be collected by the Customer from the premises of the Company and all prices are stated by the Company on an ex-works

basis. Where the Company agrees to deliver the goods otherwise than the Company’s premises, the Customer shall unless previously agreed to the contrary by the

Company be liable to pay the Company’s charges for transport, packaging and insurance

4.4 The Company reserves the right to render an additional charge for any delivery of a small value (as determined by the Company) over and above the charges for

transport, handling and insurance referred to in clause 4.3

4.5 The price of the goods is exclusive of any applicable value added tax which the Customer shall be additionally liable to pay to the Company

5 Terms of Payment

5.1 Subject to any special terms agreed in Writing between the Customer and the Company shall be entitled to invoice the Customer for the price at any time after the

Company has notified the Customer that the goods are ready for collection or (as the case may be) the Company has tendered delivery of the goods or if the Customer

wrongfully fails to take delivery of the goods at any time after delivery of such goods should have been taken

5.2 the Customer shall pay the price of the goods within 28 days of the Company’s invoice and the Company shall be entitled to recover the price notwithstanding that

delivery may not have taken place and the property in the goods has not passed to the Customer. The time of payment of the price shall be of the essence of the

contract and it is the Customer’s responsibility to ensure that payment is made to the Company by the due date. Receipts for payment will be issued only on request

5.3 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled

to:-

5.3.1 Cancel the contract or suspend any further deliveries to the Customer

5.3.2 Suspend or cancel the Customer’s credit facilities

5.3.3 Appropriate any payment made by the Customer to such of the goods (or the goods supplied under any other contract between the Customer and the Company) as the

Company may think fit (notwithstanding any purported appropriation by the Customer): and

5.3.4 Charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 2 per cent per month until payment in full is made (a part of

month being treated as a full month for the purpose of calculating interest)

6 Delivery

6.1 Delivery of the goods shall be made by the Customer collecting at the Company’s premises at any time after the Company has notified the Customer that the goods are

ready for collection or If some other place for delivery is agreed by the Company delivering the goods to that place

6.2 Any dates quoted for delivery of the goods are approximate only and the Company shall not be liable for any delay in delivery of the goods however caused. Time for

delivery shall not be of the essence of the contract unless agreed by the Company in writing. The goods may be delivered by the Company in advance of the quoted

delivery date upon giving reasonable notice to the customer

6.3 Where the goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more instalments

in accordance with these conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a

whole as repudiated

6.4 If the Company fails to deliver the goods (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault and

the Company is accordingly liable to the Customer, the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available

market) of similar goods to replace those not delivered over the price of the goods

6.5 If the Customer fails to take delivery of the goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of

any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the

Company, the Company may:-

6.6.1 Store the goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage: or

6.6.2 Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the

price under the contract or charge the Customer for any shortfall below the price under the contract

7 Risk and Property

7.1 Risk of damage to or loss of the goods shall pass to the Customer:-

7.1.1 In the case of goods to be delivered at the Company’s premises at the time when the Company notifies the Customer that the goods are available for collection or:-

7.1.2 In the case of goods to be delivered otherwise than at the Company’s premises at the time of delivery or if the Customer wrongfully fails to take delivery of the goods

the time when the Company has tendered delivery of the goods

7.2 Notwithstanding delivery and the passing of risk in the goods or any other provision of these condition the property in the goods shall not pass to the Customer until

the Company has received in cash or cleared funds payment in full of the goods and all other goods agreed to be sold by the Company to the Customer for which

payment is then due

7.3 Until such a time as the property in the goods passes to the Customer, the Customer shall hold the goods as the Company’s fiduciary agent and bailee and shall keep

the goods separate from those of the Customer and third parties and properly stored, protected and insured and identifies as the Company’s property, but shall be

entitled to resell or use the goods in the ordinary course of its business

7.4 Until such time as the property in the goods passes to the Customer (and provided the goods are still in existence and have not been resold) the Company shall be

entitled at any time to require the customer to deliver up the goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the

Customer or any third party where the goods are stored and repossess the goods. Where goods supplied by the Company can be identified on the premises of the

Customer and the Company can produce invoices or other evidence of the supply of those goods that evidence will be accepted as proof of supply of those goods by

the Company irrespective of whether or not the invoice can be specifically repeated to the particular item(s) on the Customers premises

7.5 The Customer shall not be entitled to pledge or in any way of security for any of the goods which remain the property of the Company but if the Customer does so all

moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable

8 Liability

8.1 The Customer accepts the following limitations on the Company’s liability:-

8.1.1 The Company shall be under no liability in respect of any unsuitability of the goods arising from any specification supplied by the Customer

8.1.2 The Company shall be under no liability in respect of minor or non-functional defects in the goods

8.1.3 The Company shall be under no liability in respect of the unsuitability of the Goods for abnormal purposes

8.1.4 The Company shall be under no liability in respect of any defect from fair wear and tear wilful damage negligence abnormal working conditions failure to follow the

Company’s instructions (whether oral or in writing) misuse or alteration or repair of the goods without the Company’s approval

8.1.5 The Company shall be under no liability under any warranty condition or guarantee if the total price for the goods has not been paid by the due date for payment

8.1.6 In respect of parts, materials or equipment not manufactured by the Company, the Customer shall only by entitled to the benefit of any such warranty or guarantee as

is given by the manufacturer to the Company

8.2 Subject as expressly provided in these conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract

Term Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law

8.3 Where the goods are sold under a consumer transaction (as defined by the Customer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the

Customer are not affected by these conditions

8.4 Any claim by the customer which is based on any defect in the quality of the goods or their failure to correspond with specification or shortage of delivery of goods

shall (whether or not delivery is refused by the customer) be notified to the Company within 3 days from the date of delivery or (where the defect or failure or shortage

was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Customer does not notify

the Company accordingly the Customer shall not be entitled to reject the goods and the Company have no liability for such defect or failure and the Customer shall be

bound to pay the price as if the goods had been delivered in accordance with the contract

8.5 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification or

shortage of delivery is notified by the Company in accordance with these conditions the Company shall be entitled to replace the goods (or the part in question) free

of charge or at the Company’s sole discretion refund to the Customer the price of the goods (or a proportionate part of the price) but the Company shall have no

further liability to the Customer

8.6 Parts specially ordered or made for the Customer cannot be accepted for credit

8.7 Except in respect of death or personal injury caused by the Company shall not be liable to the Customer by any reason of any representation (unless fraudulent)or any

implied warranty condition or other term or any duty at common law or under the express terms of the contract for any indirect special or consequential loss or

damage (whether for loss or profit or otherwise) costs, expenses or other claims for compensation whatsoever (whether caused by negligence of the Company its

employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Customer and the entire liability of the

Company under or in connection with the contract shall not exceed the price of the goods except as expressly provided in these conditions

8.8 The Company shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of

the Company’s obligation’s in relation to the goods if they delay or failure was due to any cause beyond the Company’s resonable control

9 Insolvency of Customer

9.1 This clause applies if:-

9.1.1 The Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a Company) becomes subject to an

administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction): or

9.1.2 An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the customer: or

9.1.3 The Customer ceases or threatens to cease to carry on business: or

9.1.4 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the Customer accordingly

9.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to suspend or cancel the

Customer’s credit facilities to cancel the Contract or suspend any further deliveries under the contract without any liability to the Customer and if the goods have been

delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary

10 General

10.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office

or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice

10.2 No waiver by the Company of any beach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision

10.3 if any provision of these conditions held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these

conditions and the remainder of the provision in question shall not be affected

10.4 The contract shall be governed by the laws of England, and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts