Terms & Conditions
1.1. "Buyer" means the person or other entity who buys or agrees to buy the Goods from the Seller.
1.2. "Conditions" means the terms and conditions of sale set out in this document (as varied from time to time in accordance with clause 2.4) and any special terms and conditions agreed in writing between the Seller and the Buyer.
1.3 “Contract” means any contract between the Seller and the Buyer for the sale and purchase of any Goods subject to these Conditions.
1.4. "Delivery Date" means the date specified by the Seller as to when the Goods are to be delivered.
1.5. "Goods" means any articles (or any part of them) which the Buyer agrees to buy from the Seller and the Seller agrees to supply to the Buyer subject to these Conditions.
1.6. "Named Port" means, as applicable, either:
(a) where delivery is to be on an FOB basis, the port to which the Seller shall deliver the Goods for loading aboard the Named Vessel; or
(b) where delivery is to be on a CIF basis, the port to which the Seller shall arrange carriage of the Goods,
in any event, as specified in writing to the Seller by the Buyer.
1.7. "Named Vessel" means, where applicable, the vessel as specified in writing to the Seller by the Buyer.
1.8. "Price" means the price of the Goods as determined in accordance with clause 3 of these Conditions.
1.9. "Seller" means Aurora World Limited (registered in England and Wales with company registration number 03315056), through any of its trading divisions as may be specified in any Contract.
1.10 “in writing”, and any similar expression, includes facsimile transmission and electronic mail, but not text messages.
1.11 A reference in these Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2. Conditions applicable
2.1. These Conditions (including any special terms and conditions agreed in writing between the Seller and the Buyer) shall apply to all Contracts to the exclusion of all other terms or conditions which the Buyer may purport or seek to impose or incorporate under any purchase order, confirmation of order or similar document, or which may be implied by trade, custom, practice or course of dealing.
2.2. The Buyer is responsible for ensuring that the terms of any order are complete and accurate. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions and a Contract shall come into existence upon acceptance of any order by the Seller and/or delivery of the Goods to the Buyer, which shall be deemed to be conclusive evidence of the Buyer's acceptance of these Conditions.
2.3. Any Contract shall constitute the entire agreement between the parties and the Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
2.4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall not be binding unless agreed in writing and signed by a duly authorised representative of the Seller.
3. Price and Payment
3.1. The Price shall be the Seller's quoted price (as listed in the Seller’s published price list current at the date of acceptance of the order) unless otherwise specified in any Contract. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. The Price is exclusive of any applicable value added tax (VAT) which shall be payable by the Buyer at the rate in force on the date of the Seller's invoice.
3.2. On orders where the Price is in excess of £250, the Price will be deemed to include the costs of carriage and packaging for delivery to a destination in mainland UK. On orders where the Price is less than or equal to £250, an additional £15 charge will be payable by the Buyer to cover carriage and packaging for deliveries to a destination in mainland UK. The provisions of clause 12 or clause 13 (as applicable) shall apply in respect of deliveries to locations outside mainland UK, as agreed between the parties.
3.3. Payment of the Price and any applicable VAT and/or carriage and packing charges shall be due within (30) days of the date of the invoice unless otherwise specified by the Seller. The time of payment of the Price shall be of the essence of the Contract.
3.4. If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
3.4.1 cancel the Contract or suspend any further deliveries to the Buyer;
3.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other Contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
3.4.3 charge the Buyer interest on the amount unpaid, at the rate of 3% above Lloyds TSB Bank plc's base rate from time to time in force, which shall accrue (both before and after any judgment) from the date when payment becomes due from day to day until the date of payment.
3.5. The Price of the Goods (as determined in accordance with clauses 3.1 and 3.2) shall be binding on the Seller provided that the Buyer accepts the Seller's quotation within (30) days. The Seller may by giving notice to the Buyer at any time before delivery increase the Price of the Goods to reflect any increase in the cost to the Seller which is due to factors occurring after the making of the Contract which are beyond the reasonable control of the Seller including, without limitation, foreign exchange fluctuations, 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 which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.1 Subject to the following provisions the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of ninety (90) days from the date of delivery.
4.2 The above warranty is given by the Seller subject to the following conditions:
4.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
4.2.2 The Seller 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 the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
4.2.3 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Price for the Goods has not been paid by the due date for payment.
4.3 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
4.4 Except where expressly provided in these Conditions and provided that nothing in any Contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller, all other terms, conditions and warranties (whether implied by statute, common law, custom of trade or course of dealing or made expressly) whether by the Seller or its servants or agents or otherwise relating to the quality and/or fitness for purpose of the Goods and/or the extent to which they correspond to any description or sample (other than those express warranties set out in the current edition of the Seller's specification regarding the Goods) are excluded to the fullest extent permitted by law.
5.1. Subject to clause 5.2, the Goods shall be supplied in accordance with the description contained in the Seller's specification quotation and manufactured in accordance with all applicable British Standards requirements which relate specifically to the Goods. Any drawings, descriptive matter, illustrations or advertising produced by the Seller or contained in its catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them and shall not form part of the Contract or have any contractual force.
5.2. The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
6. Sale by sample
6.1. Where any Contract for the sale of Goods is by sample, the Seller shall have no liability to the Buyer unless more than 5% of the Goods delivered under such Contract do not correspond with the quality of the sample provided.
7. Buyer’s Specification
7.1 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a drawing, design or specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller 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 the Seller’s use of the Buyer’s drawing, design or specification.
8. Liability and Claims
8.1 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
8.2 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.
8.3 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer 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 any 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 the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with any Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.4 The Seller shall not be liable to the Buyer or be deemed to be in breach of any Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.4.1 Act of God, explosion, flood, tempest, fire or accident;
8.4.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.4.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.4.4 import or export regulations or embargoes;
8.4.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.4.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.4.7 power failure or breakdown in machinery.
9. Limitation of Seller's liability
9.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.2 Subject to clause 9.1:
9.2.1 the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Contract ; and
9.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the price of the Goods.
10. Title and Risk
10.1. Save as otherwise provided for in these Conditions, in spite of delivery having been made, property in the Goods shall not pass from the Seller until:
10.1.1. The Buyer shall have paid the Price (plus VAT where applicable) for such Goods in full; and
10.1.2. No other amounts shall be due and outstanding for payment from the Buyer to the Seller.
10.2. Until property in the Goods passes to the Buyer in accordance with clause 10.1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and shall ensure that they are properly stored and marked in such a way that they are clearly identified as the Seller's property.
10.3. Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value and for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings, provided that until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
10.4. The Seller shall be entitled to recover the Price (plus VAT and/or carriage and packing charges where applicable) notwithstanding that property in any of the Goods has not passed from the Seller.
10.5. Until such time as property in the Goods passes from the Seller, the Buyer shall upon request deliver up to the Seller such of the Goods as have not ceased to be in existence or resold. If the Buyer fails to do so the Seller may enter upon any premises where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 10.3 shall cease.
10.6. The Buyer shall not pledge, create any lien over or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
10.7. The Buyer shall insure and keep insured the Goods to the full Price against "all risks" to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the relevant policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
10.8. The risk in the Goods shall pass to the Buyer on completion of delivery or, if the Buyer wrongfully fails to take delivery of any Goods, the time when the Seller has tendered delivery of the Goods.
11. Delivery of Goods
11.1. Except where either clause 13 or clause 14 applies or the parties otherwise agree, delivery of the Goods (unless by instalment) shall be made to the Buyer's address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
11.2 Any Delivery Dates quoted are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of any Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted Delivery Date on giving reasonable notice to the Buyer.
11.3 If the Buyer fails to take delivery of any Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
11.3.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
11.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
11.4 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to five per cent more or five per cent less than the quantity ordered (subject to a pro rata adjustment of the Price), and the quantity so delivered shall be deemed to be the quantity ordered.
11.5. When delivery of the Goods is by instalments:
11.5.1. The Seller may deliver the Goods by separate instalments in accordance with the agreed delivery schedule and each separate instalment shall be invoiced and paid for in accordance with the provisions in these Conditions or as otherwise agreed between the parties in writing.
11.5.2. The failure of the Buyer to pay for any one or more of the said instalments of the Goods on any respective due date shall entitle the Seller, at the sole option of the Seller:
22.214.171.124. Without notice to suspend further deliveries of the Goods pending payment by the Buyer; and/or
126.96.36.199. To treat this contract as repudiated by the Buyer.
11.6 The Buyer shall notify the Seller of any non-delivery (either of a whole consignment or any instalment) within 5 working days of the date of dispatch (as stated on the applicable invoice). Notwithstanding the receipt by the Seller of any such notice, an appropriate signature on a carrier's delivery advice sheet shall be deemed to be sufficient evidence of receipt of the quantity of cartons indicated on the advice sheet, except in the case of manifest error or fraud.
11.7 If the Seller fails to deliver the Goods (or any instalment) in whole or in part for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Buyer's sole remedy shall be limited to the Seller making good any shortage by replacing such Goods (or, if the Seller shall elect, by refunding a proportionate part of the Price).
11.8 Where delivery of the Goods is to locations outside mainland UK, the parties shall agree in writing the terms on which such international delivery shall take place, being either FOB or CIF unless otherwise agreed and the provisions of either clause 12 or clause 13 (as appropriate) will apply in respect of such deliveries. The terms of these Conditions shall otherwise apply in full to all Contracts made on an FOB or CIF basis except as expressly varied in clause 12 or clause 13 (as appropriate) or as otherwise agreed in writing between the Seller and the Buyer.
12. Delivery - FOB Contract
12.1. The Goods shall be delivered to the Buyer by delivery on board the Named Vessel lying at the Named Port on the Delivery Date. The Seller shall promptly notify the Buyer that the Goods have been delivered aboard and title and risk in the Goods shall pass to the Buyer upon such delivery being effected. The Seller shall promptly provide the Buyer with a clean shipped bill of lading in respect of the Goods.
12.2. The Buyer shall reserve the necessary space on board the Named Vessel and give the Seller due notice of the Named Port, the loading berth and any revised delivery dates to the Named Vessel. The Buyer shall bear any additional costs (including, without limitation, the risk of any deterioration of the Goods) caused due to the failure of the Named Vessel to be available to load the Goods on the Delivery Date.
12.3 The Buyer 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.
12.4 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment if required. The Seller 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.
13. Delivery - CIF Contract
13.1. The Goods shall be delivered to the Buyer at the Named Port on or before the Delivery Date. The Seller shall procure a contract of carriage and insure the Goods from dispatch until delivery on terms current in the trade for the benefit of the Buyer. The Goods shall be at the risk of the Buyer as they are loaded on board. The Seller shall promptly tender to the Buyer a clean shipped bill of lading, the insurance policy and an invoice in respect of the Goods.
13.2. The Buyer shall give the Seller due notice of the Named Port, accept the documents tendered by the Seller if they correspond to the Contract and take delivery of the Goods at the Named Port and bear all other costs and charges arising out of shipment of the Goods to the Named Port.
13.3. The Buyer 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.
13.4 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment if required. The Seller 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.
14.1. The Buyer shall inspect the Goods on delivery (or at the Seller’s premises before shipment where delivery of the Goods is to locations outside mainland UK) and shall within seven days of delivery (or prior inspection) notify the Seller of any alleged defect, shortage/excess in quantity, damage or failure to comply with description or sample. Following any such notification, the Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
14.2 Where the Buyer rejects or purports to reject any Goods then the provisions of clauses 8 and 9 of these Conditions shall apply in respect of any related liability and claims.
15. Set off and Counterclaim
The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or alleged to have for any reason whatever.
16. Governing Law and Jurisdiction
These Conditions and any Contract made between the Seller and the Buyer are governed by and subject to the Laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.
Any provisions in this contract which may be void or unenforceable shall, to the extent of such invalidity or enforceability, be deemed severable and shall not affect any other provision of these Conditions or of any Contract made between the Seller and the Buyer. If any invalid, unenforceable or illegal provision of any Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
19. Assignment and Sub-Contracting
The Seller may assign, license or sub-contract all or any part of its rights and obligations under these Conditions or any Contract and the Buyer may do so with the prior written consent of the Seller.
20. Seller's Cancellation
The Seller may cancel this contract at any time before the Goods are delivered by giving written notice to the Buyer. On giving such notice the Seller shall promptly repay to the Buyer any sums already paid by the Buyer in respect of the Price, but the Seller shall not be liable for any loss or damage arising from such cancellation.
All headings are for ease of reference only and shall not affect the construction of these Conditions.
22.1. If the Buyer fails to make payment for the Goods in accordance with any Contract or commits any other breach of any Contract or if any distress or execution shall be levied upon any of the Buyer's goods or if the Buyer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable (or is deemed to be unable) to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrative receiver or manager shall be appointed over the whole or any part of the Buyer's business or assets or if any petition for the appointment of an administrator is presented against the Buyer or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
22.1.1. suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part; and/or
22.1.2. exercise any of its rights pursuant to clause 10. 23. Intellectual property 23.1. All goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods. 23.2. No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.
23. Intellectual property
23.1. All goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods.
23.2. No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use or resell the Goods