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STANDARD TERMS AND CONDITIONS OF SALE
- Definitions
1.1. "Seller" means Airborne Dynamic Systems.
1.2. "Buyer" means the person, firm, or company who purchases Goods from the Seller.
1.3. "Goods" means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms and Conditions.
1.4. "Terms and Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller. - General
2.1. These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document.
2.2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions.
2.3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.4. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. - Price and Payment
3.1. The price of the Goods shall be the price set out in the Seller's quotation or, if no price is quoted, the price set out in the Seller's published price list as at the date of delivery.
3.2. Payment of the price and VAT shall be due in full at the time of order unless otherwise agreed in writing by the Seller. - Delivery
4.1. Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
4.2. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event or the Buyer's failure to provide the Seller with adequate delivery instructions. - Risk and Title
5.1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery.
5.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. - Warranty
6.1. The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.
6.2. The Seller shall not be liable for a breach of the warranty in clause 6.1 unless:
(a) the Buyer gives written notice of the defect to the Seller within 14 days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Seller's cost for the examination to take place there. - Limitation of Liability
7.1. The Seller shall not be liable for any indirect or consequential loss or damage, costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer. - Force Majeure
8.1. The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the Seller's obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller's reasonable control. - Governing Law and Jurisdiction
9.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the United States and the parties hereby submit to the exclusive jurisdiction of the US courts.