Terms and Conditions of Sale
1. Definitions
1.1 In these Conditions the following definitions apply:
- Buyer means the person, company or organisation purchasing Goods from the Seller.
- Seller means AVSL Group Limited.
- Goods means the products supplied by the Seller to the Buyer.
- Contract means any contract between the Seller and the Buyer for the sale of Goods.
- Conditions means these Terms and Conditions of Sale.
- Writing includes email and comparable electronic communication.
1.2 References to legislation include any amendment or re-enactment of that legislation.
2. Basis of Contract
2.1 These Conditions apply to all sales of Goods by the Seller and shall prevail over any terms proposed by the Buyer.
2.2 Any order placed by the Buyer constitutes an offer to purchase Goods subject to these Conditions.
2.3 A Contract shall only be formed when the Seller confirms acceptance of the Buyer's order.
2.4 No variation to these Conditions shall be binding unless agreed in writing by a director of the Seller.
2.5 The Buyer confirms that it has not relied upon any statement or representation not expressly contained in these Conditions.
2.6 Any typographical, clerical or other error in any document issued by the Seller shall be subject to correction without liability.
3. Credit Facilities
3.1 The granting of credit facilities is entirely at the discretion of the Seller.
3.2 The Seller may impose or vary credit limits at any time.
3.3 The Seller may withdraw or suspend credit facilities at any time.
3.4 The Seller may require advance payment, pro forma payment or other security at its discretion.
3.5 The Seller may suspend deliveries where invoices are overdue, credit limits are exceeded or the Buyer's financial position gives reasonable cause for concern.
3.6 Suspension shall not affect the Buyer's obligation to pay outstanding invoices.
4. Credit Limits
4.1 The Seller may assign a credit limit to the Buyer.
4.2 The Seller may vary or withdraw that credit limit at any time.
4.3 The Seller may suspend deliveries where credit limits are exceeded or invoices are overdue.
5. Suspension of Supply
5.1 The Seller may suspend delivery of Goods if the Buyer fails to make payment when due, exceeds agreed credit limits or breaches these Conditions.
5.2 Suspension shall not affect the Buyer's obligation to pay outstanding invoices.
5.3 The Seller shall not be liable for any loss suffered by the Buyer arising from suspension of supply.
6. Security and Advance Payment
6.1 Where the Seller reasonably believes that the Buyer's financial position may affect its ability to meet payment obligations, the Seller may require advance payment, pro forma payment or other security.
6.2 The Seller may suspend deliveries until such payment or security is provided.
7. Price
7.1 The price of the Goods shall be the Seller's quoted price.
7.2 All prices are exclusive of VAT and any applicable duties or taxes.
7.3 The Seller reserves the right to adjust prices prior to delivery where increases occur in costs including exchange rate movements, freight costs, tariffs or supplier price increases.
7.4 Orders below the Seller's minimum order value may incur a small order surcharge or be refused at the Seller's discretion.
8. Payment Terms
8.1 Unless otherwise agreed in writing payment terms are thirty days end of month from the invoice date.
8.2 Time for payment shall be of the essence.
8.3 The Buyer shall not withhold or set off payment due to the Seller.
8.4 If payment is not made by the due date the Seller may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 and recover statutory compensation and reasonable recovery costs.
8.5 The Seller may suspend deliveries or withdraw credit facilities where invoices become overdue.
9. Delivery
9.1 Delivery shall occur when the Goods are delivered to the Buyer's nominated address.
9.2 Delivery dates are estimates only and time is not of the essence.
9.3 The Seller shall not be liable for delays beyond its reasonable control.
9.4 The Seller may deliver Goods in instalments.
9.5 If the Buyer fails to accept delivery, the Seller may store or resell the Goods and recover costs or losses from the Buyer.
10. Risk and Title
10.1 Risk passes to the Buyer upon delivery.
10.2 Title to the Goods shall not pass until the Seller has received payment in full for the Goods supplied and all other sums owed by the Buyer.
10.3 Until title passes: (a) Goods must be stored separately and identifiable; (b) The Seller may enter premises to repossess Goods; (c) The Buyer shall hold proceeds of resale on trust for the Seller.
11. Inspection of Goods
11.1 The Buyer must inspect Goods immediately upon delivery.
11.2 Any shortage, damage or incorrect delivery must be notified within five working days of delivery.
11.3 Failure to notify within this period shall be deemed acceptance of the Goods.
12. Warranty
12.1 Goods are warranted for twelve months from the date of supply to the Buyer unless otherwise stated.
12.2 The warranty period does not restart based on the date the Buyer sells the Goods.
12.3 The Seller's liability shall not extend beyond fifteen months from the date of supply to the Buyer.
12.4 The Seller may repair, replace or refund defective Goods.
12.5 The warranty excludes misuse, improper installation, modification or normal wear and tear.
13. Returns Authorisation
13.1 Goods may only be returned with a Returns Authorisation Number issued by the Seller.
13.2 Returns without authorisation may be refused.
14. Faulty or Incorrect Goods
14.1 If Goods are confirmed faulty or incorrectly supplied the Seller will repair, replace or refund the Goods.
14.2 The Seller will arrange or reimburse reasonable return carriage where the Goods are confirmed defective.
15. Faults Not Found
15.1 If Goods returned as faulty are found not to be defective the Seller may return the Goods to the Buyer or treat the return as a non-faulty return.
15.2 The Buyer shall be responsible for return carriage and any reasonable inspection charge.
16. Non Faulty Returns
16.1 Non faulty returns may be accepted at the Seller's discretion within thirty days of delivery.
16.2 Such returns may be subject to a restocking charge of up to twenty five percent.
16.3 The Buyer shall pay return carriage.
17. Excluded Returns
17.1 Returns may be refused for special order items, discontinued products, customised products or goods not in resaleable condition.
18. Customer Resale Responsibility
18.1 The Buyer shall ensure that resale, installation or use of the Goods complies with all applicable laws and regulations.
18.2 The Buyer shall pass to its customer any instructions, warnings or technical information provided by the Seller.
18.3 The Seller shall not be liable for loss or damage arising from the Buyer's resale, installation or modification of the Goods except where caused solely by a proven defect in the Goods.
18.4 The Buyer shall indemnify the Seller against claims arising from the Buyer's resale or installation of the Goods except where caused by a defect in the Goods.
19. Limitation of Liability
19.1 The Seller's liability for defective Goods shall be limited to repair, replacement or refund of the purchase price.
19.2 The Seller shall not be liable for installation costs, labour charges, loss of profit or consequential loss.
19.3 The Seller's total liability shall not exceed the value of the Goods supplied.
20. Intellectual Property
20.1 The Seller does not guarantee Goods are free from third-party IP claims.
20.2 All intellectual property in materials supplied remains the Seller's property.
21. Technical Advice
21.1 Technical advice provided by the Seller is given in good faith but without liability unless confirmed in writing.
22. Termination and Insolvency
22.1 The Seller may terminate or suspend supply if the Buyer becomes insolvent.
22.2 All outstanding sums shall become immediately payable.
23. Force Majeure
23.1 The Seller shall not be liable for failure to perform obligations due to events beyond its reasonable control.
24. Governing Law and Jurisdiction
24.1 No waiver of any breach shall constitute a waiver of future breaches.
24.2 If any provision is held invalid, the remainder shall remain enforceable.
24.3 These Conditions shall be governed by the laws of England and Wales.
24.4 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.
Revised 26th March 2026