Avon Ropes Terms & Conditions of Sales
1. INTERPRETATION AND DEFINITIONS
1.1 In these Conditions the following words have the following meanings:
Purchaser
The person(s), firm or company, charitable body, voluntary group or individual who purchases the Goods from Avon Ropes Ltd and whose details are set out on the Quotation.
Order
Instruction or otherwise to procure goods and/or services from Avon Ropes Ltd, generally set out in a purchase order giving Acceptance of and Instruction to Proceed in accordance with the Quotation provided. Details set out including acceptance of the Quotation, but also include Invoicing party name, delivery address including recipient contact details.
Acceptance
The raising of an order by a Purchaser, constitutes acceptance of our Terms and Conditions set out.
Conditions
These conditions including the information set out on the Quotation.
Contract
Generally we accept Purchase Orders for the supply of goods; any other form of contract shall be at the discretion of Avon Ropes Ltd.
Delivery Date
The date (if any) by which Avon Ropes Ltd agrees to deliver the Goods and as may be identified on the Quotation.
Delivery Point
The place where delivery of the Goods is to take place pursuant to clause 4 and as may be identified on the Quotation.
Goods
Any goods specified in the Quotation to be supplied to the Purchaser by Avon Ropes Ltd (including any part or parts of them).
Parties the Purchaser and Avon Ropes Ltd.
Quotation
the quotation agreed between the Parties and specifying the Goods to be delivered pursuant to these Conditions.
1.2
In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted, or replaced.
1.3
In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4
The headings in these Conditions are for reference only and do not form part of the Conditions.
2. APPLICATION OF CONDITIONS
2.1
Save as expressly agreed between the Parties:
a.
the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, confirmation of order, specification or other document).
b.
no terms or conditions endorsed upon, delivered with or contained in the Purchaser’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.2
These Conditions apply to all Avon Ropes Ltd’ sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Avon Ropes Ltd. Nothing in these Conditions will exclude or limit Avon Ropes Ltd’ liability for fraudulent misrepresentation.
2.3
The Purchaser shall, within 14 days of receipt of a quotation from Avon Ropes Ltd, notify Avon Ropes Ltd in writing of the acceptance of such quotation. Once accepted by the Purchaser, such quotation will be classified as a Quotation (as defined in Clause 1.1) for the purposes of these Conditions.
2.5
The Purchaser must ensure that the terms of its order as set out in the Quotation are complete and accurate.
2.6
Avon Ropes Ltd’ employees or agents are not authorised to make any representations concerning the Goods unless so confirmed in writing by a director of Avon Ropes Ltd. Any advice or recommendation given by Avon Ropes Ltd or its employees or agents to the Purchaser which is not confirmed in writing in accordance with the above is followed or acted upon entirely at the Purchaser’s own risk.
3. DESCRIPTION
3.1
The description of the Goods shall be as set out in the Quotation.
3.2
All marketing material and advertising issued by Avon Ropes Ltd are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
4. DELIVERY
4.1
Delivery shall take place and risk shall transfer when the Goods are delivered to the Delivery Address. Avon Ropes Ltd will use its reasonable endeavours to deliver the Goods to the Delivery Address by the Delivery period set out in the Quotation. Unless otherwise agreed by Avon Ropes Ltd, time for delivery shall not, be of the essence. If no dates for delivery are specified, then delivery shall be within a reasonable time.
4.2
If for any reason the Purchaser will not accept delivery of any of the Goods when delivered, or Avon Ropes Ltd is unable to deliver the Goods on time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations:
a.
risk in the Goods will pass to the Purchaser (including for loss or damage caused by Avon Ropes Ltd’ negligence).
b.
the Goods will be deemed to have been delivered; and
c.
Avon Ropes Ltd may store the Goods until delivery whereupon the Purchaser will be liable for all related costs and expenses (including, without limitation, storage, and insurance).
4.3
Where it is agreed between Avon Ropes Ltd and the Purchaser that the Purchaser should return the Goods to Avon Ropes Ltd, then the Purchaser shall be responsible for returning the Goods at their own cost to Avon Ropes Ltd, and for the avoidance of doubt such Goods are to be fully insured by the Purchaser during transit back to Avon Ropes Ltd.
5. NON-DELIVERY
5.1
The quantity of any consignment of Goods as recorded by Avon Ropes Ltd upon despatch from Avon Ropes Ltd’ place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
5.2
Any liability of Avon Ropes Ltd for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.
6. CANCELLATION
6.1
Subject to clause 6.2, in the event the Purchaser cancels the order for the Goods, the Purchaser shall pay on demand all costs incurred by Avon Ropes Ltd in respect of the Goods plus [20]% by way of liquidated damages. The Parties confirm that this sum represents a genuine pre-estimate of the loss that Avon Ropes Ltd would suffer based on the following:
a.
all costs incurred by Avon Ropes Ltd writing off the Goods including (but not limited to) labour and internal administration costs and transportation costs where applicable;
b.
any costs incurred by Avon Ropes Ltd in connection with the storage and insuring of such Goods until such time as the Goods are either sold or disposed of by Avon Ropes Ltd or re-allocated to a new contract;
6.2 Following any cancellation, Avon Ropes Ltd shall take reasonable steps to mitigate the costs incurred by it.
7. RISK/TITLE
7.1
The Goods are at the risk of the Purchaser from the time of delivery.
7.2
Ownership of the Goods shall not pass to the Purchaser until Avon Ropes Ltd has received in full (in cash or cleared funds) all sums due to it in respect of:
a.
the Goods; and/or
b.
all other sums which are or which become due to Avon Ropes Ltd from the Purchaser on any account.
7.3
Until ownership of the Goods has passed to the Purchaser, the Purchaser must:
a.
hold the Goods on a fiduciary basis as Avon Ropes Ltd’ bailee;
b.
store (where practical) the Goods (at no cost to Avon Ropes Ltd) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as Avon Ropes Ltd’ property.
c.
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
d.
maintains the Goods in satisfactory condition and keep them insured on Avon Ropes Ltd’ behalf for their full price against all risks to the reasonable satisfaction of Avon Ropes Ltd.
7.4
The Purchaser may resell the Goods before ownership has passed to it solely on the following conditions:
a.
any sale shall be effected in the ordinary course of the Purchaser’s business at full market value; and
b.
any such sale shall be a sale of Avon Ropes Ltd’ property on the Purchaser’s own behalf and the Purchaser shall deal as principal when making such a sale.
7.5
The Purchaser’s right to possession of the Goods shall terminate immediately if:
a.
the Purchaser has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed; or
b.
the Purchaser encumbers or in any way charges any of the Goods.
7.6
Avon Ropes Ltd shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Avon Ropes Ltd.
7.7
The Purchaser grants Avon Ropes Ltd, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them.
8. PRICE
8.1
Unless otherwise agreed by Avon Ropes Ltd in writing the price for the Goods shall be the price set out in the Quotation.
9. PAYMENT
9.1
The Purchaser shall
make payment in full to Avon Ropes Ltd in pounds sterling in cleared funds within 30 days of the date of Avon Ropes Ltd invoice.
9.2
Time for payment shall be of the essence.
9.3
No payment shall be deemed to have been received until Avon Ropes Ltd has received cleared funds.
9.4
Where a deposit may have been received by Avon Ropes Ltd, this shall form part payment and shall be held in funds until the delivery of goods where these funds will be transferred towards settling the Purchasers account.
9.5
All payments payable to Avon Ropes Ltd under the Contract shall become due immediately upon termination of this Contract despite any other provision.
9.6
If the Purchaser fails to pay Avon Ropes Ltd any sum due pursuant to the Contract the Purchaser will be liable to pay interest to Avon Ropes Ltd on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.
10. WARRANTY
10.1
For a period of 12 months either from the date of delivery or such other date falling after the date of delivery as the Parties shall agree in writing, Avon Ropes Ltd warrants to either repair or, at its option, replace defective Goods (or the defective part of the Goods) provided that, if Avon Ropes Ltd so requests, the Purchaser shall, at its own expense, return the Goods (or the defective part of such Goods) to Avon Ropes Ltd.
a.
Avon Ropes Ltd does not supply or manufacture products for lifting, suspending, pulling or otherwise of goods or people. The products are only to be used for their intended purpose and no liability can be assumed where they are used otherwise.
10.2
Avon Ropes Ltd shall not be liable for a breach of the warranty in clause 10.1 unless:
a.
the Purchaser gives written notice of the defect to Avon Ropes Ltd, and (if the defect is as a result of damage in transit) to the carrier, within 2 days of the date of actual delivery or such other date as agreed between the Parties in accordance with clause 10.1; and
b.
Avon Ropes Ltd is given a reasonable opportunity after receiving the notice of examining such Goods and the Purchaser (if asked to do so by Avon Ropes Ltd) returns such Goods to Avon Ropes Ltd’ place of business at the Purchaser’s cost for the examination to take place there.
10.3
Avon Ropes Ltd shall not be liable for a breach of the warranty in clause 10.1 if:
a.
the Purchaser makes any further use of such Goods after giving such notice; or
b.
the defect arises because the Purchaser failed to follow Avon Ropes Ltd’ oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) best practice; or
c.
the Purchaser alters or repairs such Goods without the written consent of Avon Ropes Ltd;
d.
the Purchaser has not paid for the Goods in full.
10.4
If Avon Ropes Ltd complies with clause 10.1 it shall have no further liability for a breach of the warranty in clause 10.1 in respect of such Goods.
11. LIMITATION OF LIABILITY
11.1
Subject to clause 11.3, the following provisions set out the entire financial liability of Avon Ropes Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser in respect of:
a.
any breach of these Conditions; and
b.
any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of Avon Ropes Ltd for death or personal injury caused by Avon Ropes Ltd’ negligence or fraudulent misrepresentation.
11.4 Subject to clause 11.3:
a. Avon Ropes Ltd’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the sum Avon Ropes Ltd is able to recover from its relevant insurance policy; and
b. Avon Ropes Ltd shall not be liable to the Purchaser for any economic loss, loss of profit, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12. FORCE MAJEURE
Avon Ropes Ltd reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Avon Ropes Ltd including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 60 days, the Purchaser shall be entitled to give notice in writing to Avon Ropes Ltd to terminate the Contract.
13. GENERAL
13.1
Any lengths set out in the quotation are to an accuracy of -3% / +10% on sallies end to end, and lengths of rope are -2% / + 5%
13.2
Each right or remedy of Avon Ropes Ltd under the Contract is without prejudice to any other right or remedy of Avon Ropes Ltd whether under the Contract or not.
13.3
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.4
Failure or delay by Avon Ropes Ltd in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
13.5
The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
14. COMMUNICATIONS
14.1
All communications between the Parties about this Contract must be in writing and delivered by email or by hand or sent by pre-paid registered and recorded first class post:
a.
(in case of communications to Avon Ropes Ltd) to its registered office or such changed address as shall be notified to the Purchaser by Avon Ropes Ltd; or
b.
(in the case of the communications to the Purchaser) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Purchaser set out in the Order or such other address as shall be notified to Avon Ropes Ltd by the Purchaser.
1.1 In these Conditions the following words have the following meanings:
Purchaser
The person(s), firm or company, charitable body, voluntary group or individual who purchases the Goods from Avon Ropes Ltd and whose details are set out on the Quotation.
Order
Instruction or otherwise to procure goods and/or services from Avon Ropes Ltd, generally set out in a purchase order giving Acceptance of and Instruction to Proceed in accordance with the Quotation provided. Details set out including acceptance of the Quotation, but also include Invoicing party name, delivery address including recipient contact details.
Acceptance
The raising of an order by a Purchaser, constitutes acceptance of our Terms and Conditions set out.
Conditions
These conditions including the information set out on the Quotation.
Contract
Generally we accept Purchase Orders for the supply of goods; any other form of contract shall be at the discretion of Avon Ropes Ltd.
Delivery Date
The date (if any) by which Avon Ropes Ltd agrees to deliver the Goods and as may be identified on the Quotation.
Delivery Point
The place where delivery of the Goods is to take place pursuant to clause 4 and as may be identified on the Quotation.
Goods
Any goods specified in the Quotation to be supplied to the Purchaser by Avon Ropes Ltd (including any part or parts of them).
Parties the Purchaser and Avon Ropes Ltd.
Quotation
the quotation agreed between the Parties and specifying the Goods to be delivered pursuant to these Conditions.
1.2
In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted, or replaced.
1.3
In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4
The headings in these Conditions are for reference only and do not form part of the Conditions.
2. APPLICATION OF CONDITIONS
2.1
Save as expressly agreed between the Parties:
a.
the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, confirmation of order, specification or other document).
b.
no terms or conditions endorsed upon, delivered with or contained in the Purchaser’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.2
These Conditions apply to all Avon Ropes Ltd’ sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Avon Ropes Ltd. Nothing in these Conditions will exclude or limit Avon Ropes Ltd’ liability for fraudulent misrepresentation.
2.3
The Purchaser shall, within 14 days of receipt of a quotation from Avon Ropes Ltd, notify Avon Ropes Ltd in writing of the acceptance of such quotation. Once accepted by the Purchaser, such quotation will be classified as a Quotation (as defined in Clause 1.1) for the purposes of these Conditions.
2.5
The Purchaser must ensure that the terms of its order as set out in the Quotation are complete and accurate.
2.6
Avon Ropes Ltd’ employees or agents are not authorised to make any representations concerning the Goods unless so confirmed in writing by a director of Avon Ropes Ltd. Any advice or recommendation given by Avon Ropes Ltd or its employees or agents to the Purchaser which is not confirmed in writing in accordance with the above is followed or acted upon entirely at the Purchaser’s own risk.
3. DESCRIPTION
3.1
The description of the Goods shall be as set out in the Quotation.
3.2
All marketing material and advertising issued by Avon Ropes Ltd are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
4. DELIVERY
4.1
Delivery shall take place and risk shall transfer when the Goods are delivered to the Delivery Address. Avon Ropes Ltd will use its reasonable endeavours to deliver the Goods to the Delivery Address by the Delivery period set out in the Quotation. Unless otherwise agreed by Avon Ropes Ltd, time for delivery shall not, be of the essence. If no dates for delivery are specified, then delivery shall be within a reasonable time.
4.2
If for any reason the Purchaser will not accept delivery of any of the Goods when delivered, or Avon Ropes Ltd is unable to deliver the Goods on time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations:
a.
risk in the Goods will pass to the Purchaser (including for loss or damage caused by Avon Ropes Ltd’ negligence).
b.
the Goods will be deemed to have been delivered; and
c.
Avon Ropes Ltd may store the Goods until delivery whereupon the Purchaser will be liable for all related costs and expenses (including, without limitation, storage, and insurance).
4.3
Where it is agreed between Avon Ropes Ltd and the Purchaser that the Purchaser should return the Goods to Avon Ropes Ltd, then the Purchaser shall be responsible for returning the Goods at their own cost to Avon Ropes Ltd, and for the avoidance of doubt such Goods are to be fully insured by the Purchaser during transit back to Avon Ropes Ltd.
5. NON-DELIVERY
5.1
The quantity of any consignment of Goods as recorded by Avon Ropes Ltd upon despatch from Avon Ropes Ltd’ place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
5.2
Any liability of Avon Ropes Ltd for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.
6. CANCELLATION
6.1
Subject to clause 6.2, in the event the Purchaser cancels the order for the Goods, the Purchaser shall pay on demand all costs incurred by Avon Ropes Ltd in respect of the Goods plus [20]% by way of liquidated damages. The Parties confirm that this sum represents a genuine pre-estimate of the loss that Avon Ropes Ltd would suffer based on the following:
a.
all costs incurred by Avon Ropes Ltd writing off the Goods including (but not limited to) labour and internal administration costs and transportation costs where applicable;
b.
any costs incurred by Avon Ropes Ltd in connection with the storage and insuring of such Goods until such time as the Goods are either sold or disposed of by Avon Ropes Ltd or re-allocated to a new contract;
6.2 Following any cancellation, Avon Ropes Ltd shall take reasonable steps to mitigate the costs incurred by it.
7. RISK/TITLE
7.1
The Goods are at the risk of the Purchaser from the time of delivery.
7.2
Ownership of the Goods shall not pass to the Purchaser until Avon Ropes Ltd has received in full (in cash or cleared funds) all sums due to it in respect of:
a.
the Goods; and/or
b.
all other sums which are or which become due to Avon Ropes Ltd from the Purchaser on any account.
7.3
Until ownership of the Goods has passed to the Purchaser, the Purchaser must:
a.
hold the Goods on a fiduciary basis as Avon Ropes Ltd’ bailee;
b.
store (where practical) the Goods (at no cost to Avon Ropes Ltd) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as Avon Ropes Ltd’ property.
c.
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
d.
maintains the Goods in satisfactory condition and keep them insured on Avon Ropes Ltd’ behalf for their full price against all risks to the reasonable satisfaction of Avon Ropes Ltd.
7.4
The Purchaser may resell the Goods before ownership has passed to it solely on the following conditions:
a.
any sale shall be effected in the ordinary course of the Purchaser’s business at full market value; and
b.
any such sale shall be a sale of Avon Ropes Ltd’ property on the Purchaser’s own behalf and the Purchaser shall deal as principal when making such a sale.
7.5
The Purchaser’s right to possession of the Goods shall terminate immediately if:
a.
the Purchaser has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed; or
b.
the Purchaser encumbers or in any way charges any of the Goods.
7.6
Avon Ropes Ltd shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Avon Ropes Ltd.
7.7
The Purchaser grants Avon Ropes Ltd, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them.
8. PRICE
8.1
Unless otherwise agreed by Avon Ropes Ltd in writing the price for the Goods shall be the price set out in the Quotation.
9. PAYMENT
9.1
The Purchaser shall
make payment in full to Avon Ropes Ltd in pounds sterling in cleared funds within 30 days of the date of Avon Ropes Ltd invoice.
9.2
Time for payment shall be of the essence.
9.3
No payment shall be deemed to have been received until Avon Ropes Ltd has received cleared funds.
9.4
Where a deposit may have been received by Avon Ropes Ltd, this shall form part payment and shall be held in funds until the delivery of goods where these funds will be transferred towards settling the Purchasers account.
9.5
All payments payable to Avon Ropes Ltd under the Contract shall become due immediately upon termination of this Contract despite any other provision.
9.6
If the Purchaser fails to pay Avon Ropes Ltd any sum due pursuant to the Contract the Purchaser will be liable to pay interest to Avon Ropes Ltd on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.
10. WARRANTY
10.1
For a period of 12 months either from the date of delivery or such other date falling after the date of delivery as the Parties shall agree in writing, Avon Ropes Ltd warrants to either repair or, at its option, replace defective Goods (or the defective part of the Goods) provided that, if Avon Ropes Ltd so requests, the Purchaser shall, at its own expense, return the Goods (or the defective part of such Goods) to Avon Ropes Ltd.
a.
Avon Ropes Ltd does not supply or manufacture products for lifting, suspending, pulling or otherwise of goods or people. The products are only to be used for their intended purpose and no liability can be assumed where they are used otherwise.
10.2
Avon Ropes Ltd shall not be liable for a breach of the warranty in clause 10.1 unless:
a.
the Purchaser gives written notice of the defect to Avon Ropes Ltd, and (if the defect is as a result of damage in transit) to the carrier, within 2 days of the date of actual delivery or such other date as agreed between the Parties in accordance with clause 10.1; and
b.
Avon Ropes Ltd is given a reasonable opportunity after receiving the notice of examining such Goods and the Purchaser (if asked to do so by Avon Ropes Ltd) returns such Goods to Avon Ropes Ltd’ place of business at the Purchaser’s cost for the examination to take place there.
10.3
Avon Ropes Ltd shall not be liable for a breach of the warranty in clause 10.1 if:
a.
the Purchaser makes any further use of such Goods after giving such notice; or
b.
the defect arises because the Purchaser failed to follow Avon Ropes Ltd’ oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) best practice; or
c.
the Purchaser alters or repairs such Goods without the written consent of Avon Ropes Ltd;
d.
the Purchaser has not paid for the Goods in full.
10.4
If Avon Ropes Ltd complies with clause 10.1 it shall have no further liability for a breach of the warranty in clause 10.1 in respect of such Goods.
11. LIMITATION OF LIABILITY
11.1
Subject to clause 11.3, the following provisions set out the entire financial liability of Avon Ropes Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser in respect of:
a.
any breach of these Conditions; and
b.
any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of Avon Ropes Ltd for death or personal injury caused by Avon Ropes Ltd’ negligence or fraudulent misrepresentation.
11.4 Subject to clause 11.3:
a. Avon Ropes Ltd’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the sum Avon Ropes Ltd is able to recover from its relevant insurance policy; and
b. Avon Ropes Ltd shall not be liable to the Purchaser for any economic loss, loss of profit, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12. FORCE MAJEURE
Avon Ropes Ltd reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Avon Ropes Ltd including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 60 days, the Purchaser shall be entitled to give notice in writing to Avon Ropes Ltd to terminate the Contract.
13. GENERAL
13.1
Any lengths set out in the quotation are to an accuracy of -3% / +10% on sallies end to end, and lengths of rope are -2% / + 5%
13.2
Each right or remedy of Avon Ropes Ltd under the Contract is without prejudice to any other right or remedy of Avon Ropes Ltd whether under the Contract or not.
13.3
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.4
Failure or delay by Avon Ropes Ltd in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
13.5
The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
14. COMMUNICATIONS
14.1
All communications between the Parties about this Contract must be in writing and delivered by email or by hand or sent by pre-paid registered and recorded first class post:
a.
(in case of communications to Avon Ropes Ltd) to its registered office or such changed address as shall be notified to the Purchaser by Avon Ropes Ltd; or
b.
(in the case of the communications to the Purchaser) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Purchaser set out in the Order or such other address as shall be notified to Avon Ropes Ltd by the Purchaser.