1.1 Definitions

In these Conditions, the following definitions apply:

Monday to Friday (other than a Saturday, Sunday, or public holiday) when banks in London are open for business would consider being a corporate day and every day of the week except public holidays must be calendar days.

The terms and conditions set out in this document, as amended from time to time in accordance with (Clause13.6). The contract between AT and the Customer for the sale and purchase of the Products and goods in accordance with these Conditions. The individual, firm, or company that purchases the Products and goods from AT would be the Consumer. The Customer’s order for the Products and goods as set out in the Customer’s purchase order form or the Customer’s written acceptance of AT’s quotation or the Customer’s order as set out in an email or through the Website or communicated over the telephone to AT. Any specification for the Products and goods, including any related plans and drawings that are agreed upon orally or in writing by the Customer and AT. The Catalog is dully advertised on the website www.accellertechnologies.com . AT (Acceller Technologies) also known as Acceller Technologies Inc. ( Registered in the United States).

1.2 Construction

In these Conditions, the following rules apply:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2  A reference to a party includes its personal representatives, successors, or permitted assigns.

1.2.3  A reference to a statute or statutory provision is a reference to such statute or provision applicable in England and Wales as amended or re-enacted.

1.2.4  A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.5  Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.6        A reference to writing or writing includes faxes and e-mails.

1.3 ROOTS OF CONTRACT

1.3.1  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. 

2_The Order constitutes an offer by the Customer to purchase the Products and goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order, including the address of delivery and any applicable Specification submitted by the Customer, are complete and accurate.

3_ Unless otherwise agreed in writing any quotation is valid only for a period of 24-72 hours from its date of issue provided that AT has not previously withdrawn it by written or oral notice to the Customer. 

4_The Order shall only be deemed to be accepted when AT issues a written or verbal acceptance of the Order (acceptance being subject to AT’s discretion and availability of the Products and goods), at which point the Contract shall come into existence. AT also reserves the right to refuse any Order. 

5_The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of AT, which is not set out in the Contract.

6_ Any samples, drawings, descriptive matter, or advertising produced by AT and any descriptions or illustrations contained in AT’s catalogs or brochures are produced for the sole purpose of giving an approximate idea of the Products and goods described in them. They shall not form part of the Contract or have any contractual force.

7_A quotation for the Products and goods given by AT shall not constitute an offer. A quotation shall only be valid for a period of 15 Calendar Days from its date of issue.

8_Cancellation of Orders placed by a Customer in a commercial capacity is only accepted at AT’s discretion, but will not be accepted where products and goods are dispatched the same day as the Order is placed. (For the avoidance of doubt, a Customer in a commercial capacity is any Customer purchasing Products and goods for the purpose of reselling or Customer carrying on as a business.) AT will only accept cancellation of Orders placed by a Customer who is using the Products and goods as a consumer in accordance with the Consumer Protection (Distance Selling) Regulations 2000. 

9_The Customer undertakes that the debit card or credit card or another instrument of payment agreed by AT, used to purchase Products and goods, legitimately belongs to them, or that they have the authority to use such means of payment. The Customer further undertakes that sufficient funds will be available to cover the cost of Products and goods ordered. AT may verify and validate debit or credit card details before accepting payment.

10_ Where the Products and goods are supplied for export from the United States the provisions of this clause 14 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of these Conditions. The Uniform Law for International Sales under the 1980 United Nations Convention will not apply.

1.4 FEATURE, WARRANTY, AND RETURNS

• The warranty period shall be the period as specified by the relevant manufacturer of the brand of the Products and goods on delivery, which is mostly one year but can range from 30 days to 10 years. The Products and goods shall, subject to clause 5.1:
  • conform with their description and any applicable Specification;
  • generally, be free from any defect in workmanship and materials;
  • be of satisfactory quality (within the meaning of the Sales and Storage of Goods Act as of January 1, 2019); and
  • be fit for any purpose held out by AT.
• Subject to clause 6.3, if the Customer gives notice in writing to AT during the warranty period within a reasonable time of discovery that some or all of the Products and goods do not comply with the warranty set out in clause 6.1;
  • The customer shall be referred to the manufacturer’s instructions and procedures on claims against warranty;
  • AT will provide direct contact details of the manufacturer;
  • the Customer (if asked to do so by AT) returns such Products and goods to AT’s place of business at the Customer’s expense; and
  • all warranties will be rendered inapplicable if Products and goods have been interfered with, altered, or damaged in any way by the Customer or its agents, or if Products and goods have not been used in accordance with the manufacturer’s instructions.
• AT shall not be liable for Products and goods’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
  • the Customer makes any further use of such Products and goods after giving notice in accordance with clause 6.2;
  • the defect arises because the Customer failed to follow AT’s or the manufacturer’s oral or written instructions as to the storage, commissioning, installation, use, and maintenance of the Products and goods or (if there are none) good trade practices regarding the same;
  • the defect arises as a result of AT following any drawing, design, or Specification supplied by the Customer;
  • the Customer alters or repairs such Products and goods without the written consent of the AT;
  • the defect arises as a result of fair wear and tear willful damage, negligence, or abnormal storage or working conditions; or the Products and goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• Except as provided in this clause 6, the AT shall have no liability to the Customer in respect of the Products and goods’ failure to comply with the warranty set out in clause 6.1.
• The terms implied by sections 13 to 15 of the Sales and Storage of Goods Act as of January 1, 2019, are, to the fullest extent permitted by law, excluded from the Contract.
• These Conditions shall apply to any repaired or replacement Products and goods supplied by AT.
• Subject to the Consumer Protection (Distance Selling) Regulations 2000, AT may accept the return for credit of unwanted products and goods at its discretion.
• Products and goods must be returned with the AT’s written agreement within seven days of the date of delivery and shall be unopened and in a perfect resalable condition.
• Products and goods returned in these circumstances will be subject to a restocking fee of 25% of the sales value of the Products and goods, or $ 35, whichever is greater. AT shall reserve the right to test for any alleged fault found with Products and goods returned for replacement or credit.
• Terms of return shall be as follows:
  • all faults must be reported within 7 days of the date of delivery; Customers are advised to inspect and test Products and goods on delivery;
  • AT’s support staff will advise of the most appropriate method of delivery regarding returned products and goods, either by courier collection or by postal delivery direct to AT;
  • AT will not cover the cost of products and goods returned which are found to be defective. If a courier collection is arranged, it will be the responsibility of the Customer to be available to hand over the products and goods in question;
  • all products and goods should be returned under AT’s Returns Authorization Number (RMA Number), which will be issued by AT’s customer support staff on request. No products and goods can be accepted for return without this number and the number should be clearly marked on the outer packaging; and
  • Products and goods should be double-packed to maintain the integrity of the original box packaging.

1.5 PRODUCTS AND GOODS

1_ The products and goods are described in AT’s Catalog as modified by any applicable Specification.

2_ To the extent that the products and goods are to be manufactured or specially ordered (from the manufacturer) in accordance with a Specification supplied by the Customer, the Customer shall indemnify the AT against all liabilities, costs, expenses, damages, and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by AT in connection with any claim made against AT for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with AT’s use of the Specification. This clause 3.2 shall survive termination of the Contract. 

3_ AT reserves the right to amend the Specification of the Products and goods if required by any applicable statutory or regulatory requirements.

1.6 ORDER SPECIFICATIONS

1.7 CARRIAGE

• 4.1 AT shall deliver the Products and goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after AT notifies the Customer that the Products and goods are ready.
• 4.2 Delivery of the Products and goods shall be completed on the Products and goods’ arrival at the Delivery Location.
• 4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. AT shall not be liable for any delay or incomplete delivery of the Products and goods that is caused by a Force Majeure Event or the Customer’s failure to provide the AT with adequate delivery instructions or any other instructions that are relevant to the supply of the Products and goods.
• 4.4 Subject to clause 4.3, if in the unlikely event that AT is unable to deliver the Products and goods, the Customer may be offered the opportunity to cancel the Order or select alternative Products and goods available; and such cancellation of the Order must be stated in writing if the Order was placed in writing.
• 4.4 If AT fails to deliver the Products and goods, due to its own fault, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products and goods of similar description and quality in the cheapest market available, less the price of the Products and goods. AT shall have no liability for any failure to deliver the Products and goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide AT with adequate delivery instructions or any other instructions that are relevant to the supply of the Products and goods.
• 4.5 If the Customer fails to take or accept delivery of the Products and goods within three Business Days of AT’s notifying the Customer that the Products and goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the AT’s failure to comply with its obligations under the Contract:
  • (a) Delivery of the Products and goods shall be deemed to have been completed at 10.00 am on the third Business Day after the day on which AT notified the Customer that the Products and goods were ready; and
  • (b) Where applicable the AT shall store the Products and goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
  • (c) AT may re-arrange delivery of the products and goods at the Customer’s expense.
• 4.6 If 10 Business Days after the day on which AT notified the Customer that the Products and goods were ready for delivery the Customer has not taken or accepted delivery of them, AT may resell or otherwise dispose of part or all of the Products and goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products and goods or charge the Customer for any shortfall below the price of the Products and goods.
• 4.7 AT may deliver the Products and goods in installments, which may be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.

1.8 MENACE / RISK

The Buyer shall examine the Goods immediately after they are delivered to him. The Company shall have no liability in respect of claims in respect of shortages or picking errors or damage in transit unless the Buyer notifies the Company’s Customer Services department via telephone at +1 718 576 2525 or may send an email to [email protected] , followed by written notice within 5 working days after delivery. In any event, the Buyer shall have no liability in respect of claims in respect of shortages or damages in transit if the Buyer or its representative has signed for the Goods as being received in good condition.

Any liability of the Company for shortages or picking errors or damage in transit shall be limited to replacing the missing or wrongly picked or damaged Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. The Buyer shall return to the Company, promptly upon request, and in accordance with the Company’s returns policy, any Goods that have been incorrectly delivered

1.9 FORCE MAJEURE:

Whereas despite of its reasonable efforts, acellertechnologies.com is unable to perform an obligation due to circumstances beyond its reasonable control, it shall not be deemed to be in breach of its contract with the Customer.

2. PAYMENT TERMS

• The price of the Products and goods shall be the price set out in the Order, or the Website, or, if no price is quoted, the price set out in AT’s published price list in force as of the date of delivery.
• Unless otherwise agreed in writing the currency will be pounds sterling. All bank charges and other expenses in relation to the payment of the invoice will be borne by the Customer.
• Standard terms of payment shall be by debit or credit card payable at the point of order. Other terms may be agreed upon at AT’s discretion and in writing.
• AT may, by giving notice to the Customer at any time before delivery, increase the price of the Products and goods to reflect any increase in the cost of the Products and goods that is due to:
  • (a) Any factor beyond the AT’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);
  • (b) any request by the Customer to change the delivery date(s), quantities or types of Products and goods ordered, or the Specification; or
  • (c) Any delay caused by any instructions of the Customer or failure of the Customer to give the DOO adequate or accurate information or instructions.
• The price of the Products and goods is exclusive of the costs and charges of packaging, insurance, and transport of the Products and goods, which shall be invoiced to the Customer.
• The price of the Products and goods is exclusive of amounts in respect of Sales tax. The Customer shall, on receipt of a valid Tax invoice from AT, pay to AT such additional amounts in respect of Sales Tax as are chargeable on the supply of the Products and goods.
• AT may invoice the Customer for the Products and goods before, on or at any time after the completion of delivery. Overnight delivery services will be invoiced at the rates shown on the Website unless agreed otherwise.
• The Customer shall pay the invoice in full and in cleared funds. Payment shall be made in accordance with the terms agreed in writing between AT and the Customer, to the bank account nominated by AT. Time of payment is of the essence. The time of payment shall be calculated in Calendar Days.
• If the Customer fails to make any payment due to AT under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above the Bank of America’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
• The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding (except for any deduction or withholding required by law). AT may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by AT to the Customer.

2.1 TERMINATION AND SUSPENSION

1_ If the Customer becomes subject to any of the events listed in clause 9.2, AT may terminate the Contract with immediate effect by giving written notice to the Customer.

2_ For the purposes of clause 9.1, the relevant events are:

• the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of the Insolvency Act, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of the Insolvency Act, or (being a partnership) has any partner to whom any of the foregoing apply;
• the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
• (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
• (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
• (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
• (being an individual) the Customer is the subject of a bankruptcy petition or order;
• a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets, and such attachment or process is not discharged within 14 days;
• any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2 (a) to clause 9.2 (f) (inclusive);
• the Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business;
• the Customer’s financial position deteriorates to such an extent that in the AT’s opinion the Customer’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy; and
• (Being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
• Without limiting its other rights or remedies, AT may suspend the provision of the Products and goods under the Contract or any other contract between the Customer and DOO if the Customer becomes subject to any of the events listed in clause 9.2 (a) to clause 9.2 (l), or AT reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
• On termination of the Contract for any reason, the Customer shall immediately pay to AT all of AT’s outstanding unpaid invoices and interest.
• Termination of the Contract, however arising, shall not affect any of the party’s rights, remedies, obligations, and liabilities that have accrued as of the termination.
• Clauses, which expressly or by implication survive termination of the Contract, shall continue in full force and effect.

2.2 CONSTRAINT OF LIABILITY

Nothing in these Conditions shall limit or exclude the AT’s liability for:

– Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors (as applicable);

– Fraud or fraudulent misrepresentation;

– Breach of the terms implied in the Contracts for the International Sale of Goods 1980 (CISG);

– Defective products under the Consumer Protection Act; or

– Any matter in respect of which it would be unlawful for AT to exclude or restrict liability.

Subject to clause 10.1:

– AT shall under no circumstances whatever be liable to the Customer, 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 the Contract; and

– AT’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in the contract (including shipping cost), tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products and goods supplied in the Order in respect of which the liability has arisen.