Terms & Conditions
AUTODATA PRODUCTS LTD TERMS AND CONDITIONS OF SALE
THESE TERMS AND CONDITIONS FORM PART OF THE AGREEMENT (“AGREEMENT”) BETWEEN AUTODATA PRODUCTS LIMITED (“AUTODATA”) AND YOU, THE CUSTOMER STATED IN THE QUOTE TO WHICH THESE TERMS AND CONDITIONS ARE ATTACHED OR OTHERWISE INCORPORATED, FOR THE PURCHASE OF HARDWARE, SOFTWARE, SERVICES AND SUPPORT (COLLECTIVELY, “PRODUCTS”).
Autodata may, from time to time and at its sole option, amend these Terms and Conditions without notice by posting the amended Terms and Conditions on https://autodata.co.uk/terms-conditions/ (“Website”). The Terms and Conditions posted on the Website at the time Autodata accepts your order will govern your purchase of Products.
1. QUOTATIONS AND THIRD PARTY PRODUCTS
1.1 Unless previously withdrawn by Autodata, each Quote is open for a period of 30 days after the date of the Quote. No Quote shall constitute an offer or tender but shall be deemed to be an invitation to treat. A contract for Products is only formed if Autodata accepts in writing your purchase order or other ordering document.
1.2 The prices for Products set out in a Quote are those prevailing at the time of the Quote, and may be subject to change.
1.3 Availability and prices of third party Products are subject to change at any time and without notice. Autodata reserves the right to cancel an order for third party Products at any time prior to delivery without liability to you, whether or not Autodata had previously confirmed or accepted your order.
1.4 Any typographical, clerical or other error or omission in any sales literature, Quote, price list, acceptance of your offer, invoice, document or information produced by Autodata shall be subject to correction without any liability on the part of Autodata.
2. PRICES AND PAYMENT TERMS
2.1 Except for third party Products (see clause 1.2 above), prices are subject to change at any time prior to Autodata’s acceptance of your order.
2.2 You must provide appropriate credit references upon request and authorise us to obtain credit history from such references. You agree to pay the total purchase price for the Products, plus Value Added Tax (VAT), shipping (to the extent shipping is not prepaid by you, including shipping charges billed to Autodata as a result of using your carrier account number or a carrier selected by you), and any import taxes or duties.
2.3 Invoices are due and payable in accordance with the payment terms and in the currency specified on the invoice, measured from the date of invoice.
2.4 Clause 2.3 does not apply if Autodata has agreed for you to have a credit account. Credit accounts are payable within 30 days.
2.5 In addition to its statutory rights to recover interest and debt recovery costs, if payments are overdue, Autodata reserves the right to suspend further deliveries until payment is received and, if Autodata has agreed for you to have a credit account, to replace any credit terms with terms requiring cash with order or cash on delivery.
2.6 You shall pay all amounts due in full without any deduction or withholding by bank transfer to the account specified on Autodata’s invoice.
You must expend or apply any credit note issued to you by Autodata for any reason within two years from the date the credit note is issued. If not used within such period, the credit note will automatically expire. Autodata is not responsible for reminding you when a credit note expires.
4. DELIVERY, TITLE, RISK OF LOSS
4.1 Autodata will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages suffered or incurred by you due to delays or the failure to meet a stated delivery schedule. All dates quoted for delivery are approximate only and the time of delivery is not of the essence.
4.2 Autodata reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle you to cancel other installments.
4.3 Risk of loss or damage in the Products shall pass to you when the Products are delivered. Title in the Products shall pass to you on receipt of full payment by Autodata.
4.4 If Autodata has agreed for you to have a credit account, then Autodata is entitled, at any time before title in the Products passes to you under clause 4.3, to require the Products to be returned to it. If this requirement is not immediately complied with by you, Autodata may-take possession of the Products, and may enter any of your premises for that purpose. The return or repossession of the Products shall be without prejudice to Autodata’s rights to recover all sums owing by you and to Autodata’s right to claim damages against you for breach of contract. Any expenses incurred in such return and repossession of the Products shall be borne by you.
4.5 Autodata will not be liable for any damage in transit or shortfall of delivery of the Products (or any of them) howsoever caused, unless you give notice in writing within 14 days from the date of receipt of the Products.
4.6 Notwithstanding anything in this paragraph, title to software Products remain with the applicable licensor(s), and your rights and obligations related to the software are contained in the licence agreement between you and the relevant licensor(s).
5. LIMITED WARRANTY
5.1 PRODUCTS MANUFACTURED, PUBLISHED OR PROVIDED BY THIRD PARTIES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION OR WARRANTY BY AUTODATA OF ANY KIND, EITHER EXPRESS OR IMPLIED. You shall have the benefit of, to the extent available, any manufacturer’s/publisher’s/supplier’s written warranties associated with third party Products purchased from Autodata.
5.2 Although third-party services and support are considered “Products” and you may purchase such services through Autodata, Autodata is not obligated to provide the services or support.
5.3 You acknowledge that Autodata does not manufacture the Products (or where Products comprise computer software does not publish or license the software) and, except for Autodata’s limited warranty hereunder, Autodata only sells the Products with the benefit of the manufacturer’s warranty to the extent legally and contractually permitted to do so. The manufacturer’s warranty is offered from the manufacturer on a pass-through basis to you or directly by the manufacturer to you. You shall be responsible for making yourself aware of the terms of the manufacturer’s warranty prior to the Contract being formed, complying in all respects with the same at all times, and contacting the manufacturer for instructions on how to claim under the manufacturer’s warranty process.
5.4 You further acknowledge that the output of a computer system cannot normally be calculated precisely in advance of actual use, and any information given or statements made by Autodata (whether before or after the date of your order) as to the capability, throughput or performance of the Products, including any software forming part of the Products, shall be deemed to be statements of Autodata’s expectations and not statements of fact.
5.5 The Limited Warranty is in lieu of all terms whatsoever (whether expressed or implied and whether arising at common law or by statute) by Autodata in respect of the quality of the Products (including, but not limited to, terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (as amended)) all of which are hereby excluded to the full extent permitted by law.
6. DISCLAIMER OF WARRANTY
Except as expressly set out in this Agreement, all conditions and warranties, express or implied, statutory or otherwise, (including but not limited to any concerning the fitness of the Services or any part thereof for a particular purpose) are hereby excluded to the greatest extent permitted by law.
7. LIMITATIONS ON — USE
7.1 If Products purchased under this Agreement are intended for export, they may be subject to export regulations. You accept full responsibility for and agree to comply fully with all export regulations, including obtaining export licenses. The export of Products may also alter or void the manufacturer’s or publisher’s warranty.
7.2 PRODUCTS OFFERED BY AUTODATA ARE NOT DESIGNED FOR USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR SYSTEMS OR OTHER APPLICATIONS IN WHICH FAILURE OF SUCH PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE.
8. LIMITATION OF LIABILITY
8.1 AUTODATA WILL NOT BE LIABLE TO YOU FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (B) LOSS OF INCOME, PROFITS, DATA, OPERATIONAL EFFICIENCY, ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Subject to clauses 8.1 and 8.3, any liability for damages arising under this Agreement, regardless of the form of action or theory of relief, is limited to an amount equal to the higher of (i) the purchase price of the Products and (ii) £10,000. No action arising out of the transactions under this Agreement may be brought by you more than three (3) years after you became aware of the damage, loss or expense occurred.
8.3 Nothing in this Agreement limits or excludes: (a) liability for death or personal injury resulting from negligence; or (b) liability for any damage or loss incurred as a result of fraud or fraudulent misrepresentation; or (c) liability incurred by the Customer as a result of any breach by Autodata of the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982; or (d) liability resulting from breach of a payment obligation; or (e) any other type of liability that may not be limited or excluded by law.
9.1 Unless expressly stated otherwise in Autodata’s Quote, you may not cancel your order for Products.
9.2 Subject to clause 9.1, cancellation shall not relieve your duty to pay for Products shipped, services performed or expenses incurred by Autodata prior to such notice. If an order is cancelled prior to shipment, your sole remedy and Autodata’s sole obligation will be a full refund of the purchase price paid for the Products. Cancellation of orders following shipment must be made in accordance with the Autodata Return Policy set out in Schedule 1.
10. CUSTOMER’S INSOLVENCY
If you become subject to any insolvency event or your financial position deteriorates to such an extent that in Autodata’s opinion you cannot adequately fulfil your obligations, then, without limiting any other right or remedy available to Autodata, Autodata may cancel or suspend all further deliveries under the Agreement or under any other contract between the parties without incurring any liability to you, and all outstanding sums in respect of Products delivered to you shall become immediately due.
11. GOVERNING LAW
This Agreement shall be governed by the laws of England & Wales. Both parties to this Agreement specifically agree to submit to the exclusive jurisdiction of, and venue in, the English courts.
12.1 Autodata may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products and/or assign the right to receive payments without your consent. You may not assign this Agreement or any of its rights or obligations without the prior written consent of Autodata.
12.2 Subject to the restrictions in assignment contained in this provision, this Agreement will be binding on and inure to the benefit of the parties hereto and their successors and assigns.
13. FORCE MAJEURE
Autodata will not be liable for failure to fulfil its obligations under this Agreement or for delays in delivery or performance due to causes beyond its reasonable control. Autodata’s time for performance of any such obligation will be extended for the time period of such delay, or Autodata may, at its options, cancel any order or remaining part thereof, without liability, upon notice to you.
14.1 No provision of this Agreement may be waived, amended or modified by either party except by a written agreement signed by both you and Autodata. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.
14.2 The relationship between Autodata and you is that of independent contractors and not that of employer/employee, partnership or joint venture.
14.3 If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other parts will still remain in effect.
Notices to be provided under this Agreement must be via email and will be deemed delivered at the time of transmission.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between us regarding this purchase of Products from Autodata and supersedes and replaces any previous communications, representations or agreements, as well as any terms which may be implied by trade, custom, practice or course of dealing. Any additional or different terms or conditions contained in any purchase order or other documents provided by you are considered material alterations to this Agreement, expressly rejected and will not be binding upon Autodata.
Schedule 1: Autodata Return Policy
You are only entitled to return hardware and software purchased from Autodata (collectively, “Products”) in the circumstances set out in Section B (Rights of Return), or as otherwise agreed in writing with Autodata. You are responsible for shipping charges and risk of loss on all return shipments. Returns are also subject to the rights of return processes below. If you fail to return Products within the applicable return policy period or if the Products don’t meet the rights of return and processes under this Return Policy, the Products are considered accepted by you and not returnable.
B. Rights of Return:
- Permitted Product Returns.
- Damaged Products. Packages that are obviously damaged should be refused at the time of original delivery attempt. If damaged Products are accepted from the carrier, contact Autodata’s Customer Services within 2 days after receipt of shipment to arrange for a carrier inspection and a pickup of the damaged Products. All damages should be noted on the carrier delivery record prior to the driver leaving your premises. Please save the Products and all original box and packaging. Timely receipt of this information is necessary to file a damage claim with the freight carrier and avoid delays in returns and replacements.
- Order Discrepancies. All order discrepancies (shortages, mislabelled Products or overages) must be reported to Autodata’s Customer Services Department within 2 days of receipt of shipment.
- Defective/Dead on Arrival (DOA). Report DOAs to Autodata’s Customer Services Department within 2 days of receipt of shipment. Some manufacturers and publishers require DOAs to be handled directly through them. In such cases, Autodata’s Customer Services department will provide the manufacturer’s contact information.
All returns must have an Autodata return material authorisation (“RMA”) number. If the return meets Autodata’s return guidelines, you may obtain a RMA number by the following:
- Calling Autodata Client Services on (+44) 0207 749 7950 during business hours (09:00am to 17:30pm GMT)
- Emailing CST@autodata.co.uk
In order to expedite a return, please have the following information on hand when requesting an RMA number: Client Account Number, Invoice Number, Part Number, Serial Number (if applicable), and the nature of the issue and whether the manufacturer’s seal has been broken.
Once the RMA number is issued, please note:
- RMA numbers issued by Autodata are good for 7 business days only. Products authorised for return must be received within such time period at the facility identified on your RMA instructions.
- RMA numbers cannot be extended or re-issued.
- Clearly mark each address label of each package being returned with the RMA number. DO NOT WRITE ON THE VENDOR’S BOX.
- Autodata strongly recommends using a reputable shipping carrier capable of providing proof of delivery, as well as properly packing and fully insuring return shipments.
- All returns MUST be 100% complete and contain:
– ALL original boxes and packing material;
– Have original UPC codes on the manufacturer’s or publisher’s boxes; and
– Contain all blank warranty cards, accessories and documentation provided by the manufacturer or publisher.
Incomplete returns may be returned to sender or subject to a minimum 25% restocking fee at Autodata’s sole discretion.