Terms & Conditions of Sale and Supply (Business) |
AK-IT SOLUTIONS (UK) LIMITED
TERMS AND CONDITIONS OF SALE AND SUPPLY
(Goods and Services)
THE CLIENT SHOULD READ THESE TERMS AND CONDITIONS OF SALE AND SUPPLY CAREFULLY BEFORE PLACING AN ORDER FOR ANY GOODS OR SERVICES WITH AK-IT. THE CLIENT SHOULD UNDERSTAND THAT BY ORDERING ANY GOODS OR SERVICES FROM AK-IT, IT AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS OF SALE.
THE CLIENT SHOULD PRINT AND RETAIN A COPY OF THESE TERMS AND CONDITIONS AND A COPY OF ITS ORDER FOR FUTURE REFERENCE.
1. Interpretation
1.1. In these Conditions:
‘AK-IT’ means AK-IT Solutions (UK) Limited (a company incorporated and registered in England and Wales under company number 2823778) of 12-16 Westland Place, London N1 7LP;
‘AK-IT WEBSITE’ means AK-IT’s website at www.akon-line.com;
‘CHARGES’ means the price set out in the relevant Written quotation provided by AK-IT or if no such Written quotation is provided or the price set out in the same is no longer valid for whatever reason then (in the case of Goods) the price quoted and (in the case of Services) the standard charges detailed on the AK-IT Website at the time that the relevant order is accepted by AK-IT;
‘CLIENT’ means the person who accepts a Written quotation of AK-IT for the sale and supply of Goods and/or Services or whose Written or verbal order for the Goods and/or Services is accepted by AK-IT;
‘CONDITIONS’ means the standard terms and conditions of sale and supply set out in this document together with any special terms and conditions agreed in Writing between the Client and AK-IT;
‘CONTRACT’ means the binding legal contract for the purchase and supply of the Goods and/or Services;
‘DOCUMENT’ includes, in addition to a document in Writing, a map, plan, design, drawing, picture, photograph or other image, or any other record of any information in any form;
‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which AK-IT is to supply in accordance with these Conditions;
‘INPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by the Client relating to the Services;
‘OUTPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by AK-IT relating to the Services;
‘SERVICES’ means the services agreed to be provided by AK-IT to the Client pursuant to these Conditions;
‘WRITING’ and any similar expression includes facsimile transmission, E-mail and other forms of electronic communication capable of being received by AK-IT and stored by AK-IT in permanent form.
2. Basis of the Sale and Supply
2.1. AK-IT shall supply and the Client shall purchase the Goods and/or the Services in accordance with any Written quotation of AK-IT which is accepted by the Client, or any Written or verbal order of the Client which is accepted by AK-IT, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.
2.2. No variation to these Conditions shall be binding unless agreed in Writing between an authorised representative of the Client and a director of AK-IT.
2.3. AK-IT’s employees or agents of AK-IT are not authorised to make any representations concerning the Goods or Services unless confirmed by a director of AK-IT in Writing. In entering into the Contract the Client acknowledges that it does not rely on any such representations which are not so confirmed but nothing in these Conditions affects the liability of either AK-IT or the Client for fraudulent misrepresentation.
2.4. Any advice or recommendation given by AK-IT or its employees or agents to the Client or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by a director of AK-IT is followed or acted upon entirely at the Client’s own risk, and accordingly AK-IT shall not be liable for any such advice or recommendation which is not so confirmed.
2.5. Any typographical, clerical or other error or omission in any sales or promotional literature, quotation, price list, acceptance of offer, invoice or other document or information issued by AK-IT shall be subject to correction without any liability on the part of AK-IT and AK-IT shall not be bound by such errors.
3. Orders and specifications
3.1. After placing a Written or verbal order for Good(s) and/or Services, the Client will receive an e-mail from AK-IT acknowledging that it has received the Client’s order. This does not mean that the Client’s order has been accepted. The Client’s order constitutes an offer to AK-IT to buy the relevant Good(s) and/or provide the relevant Services which AK-IT is free to accept or decline at its absolute discretion and AK-IT will only confirm such acceptance to the Client by sending it an e-mail headed “Order Placed – Ref:*****” (where ***** is the order reference number mentioned in clause 3.2 below) (“the Order Confirmation”) to the email address it has been given by the Client. Once AK-IT does so, a Contract will come into existence between AK-IT and the Client. For the avoidance of doubt, any e-mails sent (whether automatically generated or otherwise) by AK-IT to the Client prior to the sending of the Order Confirmation in relation to an order shall not under any circumstances cause that order to be accepted or deemed to be accepted by AK-IT.
3.2. AK-IT shall assign an order reference number to the Client’s order and inform the Client of it when sending it the above mentioned e-mail acknowledging that AK-IT has received the Client’s order. The Client should quote the order number in all subsequent correspondence with AK-IT relating to the Client’s order.
3.3. The Client shall be responsible to AK-IT for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client, and for giving AK-IT any necessary information relating to the Goods and/or the Services within a sufficient time to enable AK-IT to perform the Contract in accordance with its terms.
3.4. The quantity, quality and description of and any specification for the Goods and/or the Services shall be those set out in AK-IT’s quotation (if accepted by the Client) or the Client’s order (if accepted by AK-IT).
3.5. The Goods and/or the Services shall be provided in accordance with (i) any specification listed or set out in the order expressly agreed by AK-IT in writing; and (ii) the relevant product or service description contained on the AK-IT Website, subject to these Conditions. Provided always that AK-IT shall be entitled at any time without notifying the Client to make any changes to the Goods and/or the Services which are necessary to comply with any applicable safety, EU requirements or other statutory requirements, or changes which do not materially affect the nature or quality of the Goods and/or the Services.
3.6. The Client shall indemnify AK-IT against all loss, damages, costs and expenses awarded against or incurred by AK-IT in connection with or paid or agreed to be paid by AK-IT in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from AK-IT’s use of the Client’s specification.
3.7. No order which has been accepted by AK-IT may be cancelled by the Client except with the agreement in Writing of AK-IT and on terms that the Client shall indemnify AK-IT 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 AK-IT as a result of such cancellation.
3.8. The Client shall provide AK-IT with all reasonable assistance and shall at its own expense supply AK-IT with all necessary Documents or other materials, and all necessary data or other information relating to the Services and shall ensure the accuracy of all Input Material.
3.9. The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.
4. Charges
4.1. The Client shall pay to AK-IT the Charges for the supply of the Goods and/or the Services and any additional sums which are agreed between AK-IT and the Client for the supply of the Goods and/or the Services or which, in AK-IT’s sole discretion, is required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client. All prices set out in a Written quotation provided by AK-IT are valid for 7 days only or until earlier acceptance by the Client after which time they may be altered by AK-IT without giving notice to the Client.
4.2. Prices quoted (in the case of Goods) and standard charges detailed (in the case of Services) on the AK-IT Website are liable to change at any time but changes will not affect orders in respect of which AK-IT has already sent an Order Confirmation to the Client.
4.3. Every effort is made to ensure that prices quoted (in the case of Goods) and standard charges detailed (in the case of Services) on the AK-IT Website are accurate at the time that the Client places its order. If an error is found, AK-IT will not accept the Client’s order and will inform the Client as soon as possible and offer the Client the option of reconfirming its order at the correct price or cancelling its order. If the Client cancels its order, AK-IT will refund or recredit the Client for any sum that has been paid by the Client or debited from its credit or debit card for the Goods or Services.
4.4. All Charges for the supply and/or provision of the Goods and/or the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
4.5. AK-IT shall be entitled to invoice the Client immediately or at AK-IT’s discretion following the end of each month in which the Goods and/or the Services are supplied and/or provided, or at other times specifically agreed in Writing with the Client.
4.6. The Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax and without any set off or other deduction) within 30 days of the date of AK-IT’s invoice and AK-IT shall be entitled to recover any Charges which relate to the Goods, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Client. The time of payment of the Charges shall be of the essence of the Contract. A receipt for payment will be issued only upon request.
4.7. If payment is not made on the due date, AK-IT shall be entitled, without limiting any other right or remedy it may have:
4.7.1. to charge the Client interest on the outstanding amount (both before and after any judgment) at an annual rate equivalent to 4% above the base rate from time to time of Lloyds Bank plc from the due date until the outstanding amount is paid in full to be calculated on a daily basis; and/or
4.7.2. to require payment in advance of any undelivered Goods or unperformed Services; and/or
4.7.3. to refuse to make delivery of any undelivered Goods or provide any unperformed Services whether ordered under the Contract or not and without incurring any liability whatsoever to the Client in respect of such non-delivery, non-performance or delayed delivery of the Goods and/or provision of the Services; and/or
4.7.4. cancel the Contract.
4.8. AK-IT reserves the right, by giving Written notice to the Client at any time before delivery or performance, to increase the Charges to reflect any increase in the cost to AK-IT which is due to any factor beyond the control of AK-IT (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods or the Services which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give AK-IT adequate information or instructions.
4.9. Where applicable (and at the sole discretion of AK-IT) the cost of pallets and returnable containers will be charged by AK-IT to the Client in addition to the Charges, but full credit will be given to the Client provided they are returned undamaged to AK-IT before the due payment date.
4.10. Except as otherwise stated under the terms of any quotation or in the relevant product description on AK-IT’s Website, and unless otherwise agreed in Writing between the Client and AK-IT, all prices are given by AK-IT on an ex works basis and, where AK-IT agrees to deliver the Goods otherwise than at AK-IT’s premises, the Client shall be liable to pay AK-IT’s charges for transport, packaging and insurance.
5. Delivery and Performance
5.1. Delivery of the Goods shall be made by the Client collecting the Goods at AK-IT’s premises at any time after AK-IT has notified the Client that the Goods are ready for collection or, if some other place for delivery is agreed by AK-IT, by AK-IT delivering the Goods to that place. Where AK-IT agrees to deliver the Goods otherwise than at its premises, AK-IT shall be under no obligation under section 32(2) of the Sale of Goods Act 1979. Performance of the Services shall be at the Client’s premises or at some other location expressly agreed by AK-IT.
5.2. Any dates quoted for delivery of the Goods and/or provision/performance of the Services are approximate only and AK-IT shall not be liable for any delay in delivery of the Goods or provision/performance of the Services however caused. Time for delivery or provision/performance shall not be of the essence of the Contract unless previously agreed by a director of AK-IT in Writing. The Goods may be delivered by AK-IT in advance of the quoted delivery date upon giving reasonable notice to the Client.
5.3. Where delivery of the Goods is to be made in bulk, AK-IT reserves the right to make delivery of the Goods instead by instalments, subject to the provisions of clause 5.4 and provided always that in respect of all such Goods there shall be no adjustment to the Charges, and the Client shall not be responsible for any additional delivery costs, except where agreed in writing between the parties.
5.4. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by AK-IT to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat the Contract as a whole as repudiated.
5.5. If the Client fails to take delivery of the Goods or permit performance of the Services or fails to give AK-IT adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Client’s reasonable control or by reason of AK-IT’s fault) then, without limiting any other right or remedy available to AK-IT, AK-IT may:
5.5.1. store the Goods until actual delivery and/or suspend supply of the Services until performance is permitted by the Client and charge the Client for the reasonable costs (including insurance) of transportation, storage or suspension; and/or
5.5.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable transportation, storage and selling expenses) account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.
6. Risk and property
6.1. Risk of damage to or loss of the Goods shall pass to the Client:
6.1.1. in the case of Goods to be delivered at AK-IT’s premises, at the time when AK-IT notifies the Client that the Goods are available for collection; or
6.1.2. in the case of Goods to be delivered otherwise than at AK-IT’s premises, at the time of delivery or, if the Client wrongfully fails to take delivery of the Goods, the time when AK-IT has tendered delivery of the Goods.
6.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Client until AK-IT has received in cash or cleared funds payment in full of the price of the Goods and all other goods and/or services agreed to be supplied by AK-IT to the Client for which payment is then due.
6.3. Until such time as the property in the Goods passes to the Client, the Client shall hold the Goods as AK-IT’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Client and third parties and properly stored, protected and insured and identified as AK-IT’s property, but the Client may resell or use the Goods in the ordinary course of its business.
6.4. Until such time as the property in the Goods passes to the Client (and provided the Goods are still in existence and have not been resold) AK-IT shall be entitled at any time to require the Client to deliver up the Goods to the Seller and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are stored and repossess the Goods.
6.5. The Client shall not be entitled to pledge, create a lien over or in any way charge by way of security for any indebtedness any of the Goods which remain the property of AK-IT, but if the Client does so all moneys owing by the Client to AK-IT shall (without limiting any other right or remedy of AK-IT) forthwith become due and payable.
7. Rights in Input Material and Output Material
7.1. The property and any copyright or other intellectual property rights in:
7.1.1. any Input Material shall belong to the Client;
7.1.2. any Output Material shall, unless otherwise agreed in Writing between the Client and a director of AK-IT, belong to AK-IT, subject only to the right of the Client to use the Output Material for the purposes of utilising the Services by way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract.
7.2. Any Input Material, Documents or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by AK-IT and all Output Material, Documents or other information provided by AK-IT which is so designated by AK-IT shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
7.3. The Client warrants that any Input Material and its use by AK-IT for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify AK-IT against any loss, damages, costs, expenses or other claims arising from any such infringement.
7.4. Subject to paragraph 7.3, AK-IT warrants that any Output Material and its use by the Client for the purposes of utilising the Services will not infringe the copyright or other rights of any third party, and AK-IT shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
8. Warranties and liability
8.1. Where AK-IT is not the manufacturer of the Goods to be supplied AK-IT does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise but shall, where possible, endeavour to transfer to the Client the benefit of any warranty or guarantee given by the manufacturer to AK-IT.
8.2. Subject to the provisions set out below, where AK-IT is the manufacturer of the Goods to be supplied, AK-IT warrants that the Goods will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 (as amended)). Where AK-IT is providing Services to the Client AK-IT warrants that the Services will be performed using reasonable care and skill and, as far as is reasonably possible, in accordance with any expressly agreed written specification.
8.3. The warranties in clause 8.2 above are given by AK-IT subject to the following conditions:
8.3.1. AK-IT shall be under no liability in respect of any defect in the Goods or failure to perform the Services (in part or in full) arising from any drawing, design or specification supplied by the Client;
8.3.2. AK-IT shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow AK-IT’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without AK-IT’s approval;
8.3.3. AK-IT shall be under no liability under the warranties in clause 8.2 above (or any other warranty, condition or guarantee) if the Charges have not been paid in full by the due date for payment;
8.3.4. for the avoidance of doubt the warranties in clause 8.2 above do not extend to Goods, parts, materials or equipment not manufactured by AK-IT, in respect of which the Client shall only be entitled to the benefit (where it is possible to transfer such benefit) of any such warranty or guarantee as is given by the manufacturer to AK-IT, which Goods AK-IT shall use its reasonable endeavours to return to the third party manufacturer for examination within a reasonable time; and
8.3.5. AK-IT shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material, Documents or other Information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
8.4. Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.5. Any claim by the Client under the warranties in clause 8.2 above shall be notified to AK-IT within 5 days from the date of delivery or performance or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the Client does not notify AK-IT accordingly, the Client shall not be entitled to reject the Goods or Services and AK-IT shall have no liability for such defect or failure, and the Client shall be bound to pay the Charges as if the Goods and/or the Services had been supplied in accordance with the Contract. In no event shall the Client be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for the Client to reject them.
8.6. Where any valid claim in respect of any of the Goods or Services which is based on the warranties in clause 8.2 above is notified to AK-IT in accordance with these Conditions, the Client shall return the Goods at its own cost to AK-IT’s premises or shall after prior appointment make the Goods available for collection by AK-IT at the Client’s cost. Upon receipt of the Goods, AK-IT shall be entitled to replace the Goods (or the part in question) or remedy the non-conforming Services, free of charge or, at AK-IT’s sole discretion, refund to the Client the Charges (or a proportionate part of the Charges), or correct the defect but AK-IT shall have no further liability to the Client. Provided always that AK-IT shall not remedy any defect or be liable whatsoever in the event that the Goods are returned in a defaced packaging, or are not the products reported as defective, or have been tampered with by any person.
8.7. Except in respect of death or personal injury caused by AK-IT’s negligence or liability for defective products under the Consumer Protection Act 1987, AK-IT shall not be liable to the Client by 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 loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of AK-IT, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or the Services (including any delay in supplying or any failure to supply the Goods and/or the Services in accordance with the Contract or at all) or their use or resale by the Client, and the entire liability of AK-IT under or in connection with the Contract shall not exceed the Charges paid by the Client for the Goods or the Services except as expressly provided in these Conditions.
8.8. AK-IT shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of AK-IT’s obligations in relation to the Goods or Services, if the delay or failure was due to any cause beyond AK-IT’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond AK-IT’s reasonable control:
8.8.1. Act of God, explosion, flood, tempest, fire or accident;
8.8.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3. acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.8.4. import or export regulations or embargoes;
8.8.5. strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.8.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7. power failure or breakdown in machinery.
9. Indemnity
9.1. If any claim is made against the Client that the Goods infringe or that their use or resale infringes the intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Client, AK-IT shall if responsible, indemnify the Client against all reasonable loss and costs awarded against or reasonably incurred by the Client in connection with the claim, or paid or agreed to be paid by the Client in settlement of the claim PROVIDED THAT
9.1.1. AK-IT is given full control of any proceedings or negotiations in connection with the claim;
9.1.2. the Client shall give AK-IT all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3. except pursuant to a final award, the Client shall not pay or accept the claim, or compromise any such proceedings without the prior consent in Writing of AK-IT (which shall not be unreasonably withheld);
9.1.4. the Client shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Client may have in relation to such infringement, and this indemnity shall not apply to the extent that the Client recovers any sums under any such policy or cover (which the Client shall use its best endeavours to do);
9.1.5. AK-IT shall be entitled to the benefit of, and the Client shall accordingly account to the AK-IT for, all damages and costs (if any) awarded in favour of the Client which are payable by, or agreed with the consent of the Client (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
9.1.6. without limiting any duty of the Client at common law, AK-IT may require the Client to take such steps as AK-IT may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which AK-IT is liable to indemnify the Client under this clause.
9.2. Notwithstanding the foregoing AK-IT may at its option and expense choose to procure for the Client the right to continue using the Goods or replace or modify the same so that they become non-infringing.
9.3. The Client shall indemnify AK-IT from and against any liability or claim for infringement of third party intellectual property rights which results from AK-IT’s compliance with the Client’s designs instructions or specifications.
10. Termination (Insolvency of Client)
10.1. This clause 10 applies if:
10.1.1. the Client makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a moratorium comes into force in respect of the Client (within the meaning of the Insolvency Act 1986); or
10.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
10.1.3. the Client ceases, or threatens to cease, to carry on business; or
10.1.4. AK-IT reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
10.1.5. If this clause 10 applies then, without limiting any other right or remedy available to AK-IT, AK-IT shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client, and if the Goods or Services have been delivered or performed but not paid for the Charges shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. Export terms
11.1. In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
11.2. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in Writing between the Client and AK-IT) apply notwithstanding any other provision of these Conditions.
11.3. The Client shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them and shall indemnify AK-IT against all costs charges and other expenses which might arise from any failure by the Client properly to advise AK-IT of the legislation and regulations governing the importation of the Goods.
11.4. Unless otherwise agreed in Writing between the Client and the AK-IT, the Goods shall be delivered fob the air or sea port of shipment and the AK-IT shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
11.5. The Client shall be responsible for arranging for testing and inspection of the Goods at AK-IT’s premises before shipment. AK-IT shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
11.6. Payment of all amounts due to AK-IT shall be made by such method and on such dates as a director of AK-IT shall specify or otherwise agree in Writing.
11.7. The Client undertakes not to offer the Goods for resale in any country notified by AK-IT to the Client at or before the time the Client’s order is placed, or to sell the Goods to any person if the Client knows or has reason to believe that person intends to resell the Goods in any such country.
12. General
12.1. The Contract (together with these Conditions and any documents expressly referred to herein) constitute the entire agreement between the parties in respect of the subject matter and may not be varied except in Writing between the parties.
12.2. The Client shall not assign the Contract or any rights thereunder in whole or in part without the prior consent in Writing of AK-IT.
12.3. Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments thereof or any rules or regulations made thereunder or any enactment repealing and replacing the act referred to.
12.4. Unless the context otherwise requires words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; references to persons shall include bodies of persons whether corporate or incorporate.
12.5. Unless the context otherwise requires references to clauses and schedules shall be construed as references to clauses and schedules of these Conditions. Headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.
12.6. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of any third party which exists or is available apart from that Act.
12.7. 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.
12.8. No waiver by AK-IT of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.9. If any provision of these Conditions is held by a court or other 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.
12.10. Contracts and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England and Wales. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
12.11. The Client acknowledges that it has read these Conditions and understands and agrees to be bound by them.