General Business Terms and Conditions for the Sale of Goods.
1. Definitions and Interpretation
1.1 In these General Business Terms and Conditions for the Sale of Goods (hereinafter referred to as the “GBT”), unless the context necessitates otherwise, the following key terms shall be understood to have the following meanings:
1.1.1 Business Day – any day that is not a Saturday, Sunday, or public holiday when banks in London are operational;
1.1.2 Contract – a sales contract between the Seller and the Customer for the purchase of the Goods according to the GBT;
1.1.3 Customer – any company or a sole trader who purchases the Goods from the Seller and enters into a Contract with the Seller;
1.1.4 Data Protection Laws:
UK GDPR: This pertains to the laws of the United Kingdom, or any part thereof, that relate to the protection of personal data. The UK GDPR, effective from January 1, 2021, is the UK's version of the EU GDPR and governs the processing of personal data within the UK, ensuring compliance for organizations that handle such data;
EU GDPR: This refers to the laws of the European Union or any EU member state that are relevant to A-SYSTEMS TRADING UK LTD concerning the protection of personal data. The EU GDPR, which came into force on May 25, 2018, applies to all EU member states and extends its reach to organizations outside the EU that process personal data of EU residents.
1.1.5 Delivery Date – the date specified in the Order Confirmation provided to the Customer, or any subsequent date that the Seller may notify the Customer of periodically;
1.1.6 Delivery Note – the delivery document that stipulates the transfer of the Goods to the Customer and includes the date of the Order, the type, and quantity of the Goods delivered;
1.1.7 Force Majeure – any event beyond the Seller's reasonable control, including but not limited to Acts of God, fire, flood, explosion, earthquake, adverse road and weather conditions, war, civil unrest, strikes or labor disturbances, pandemics, epidemics, actions and decisions by state authorities, and sanctions against the Seller or its subcontractors, global shortages and the unavailability of resources, including raw materials, parts, and services;
1.1.8 Goods – the windows, door systems, shutters, doors, facades, fire screens, aluminum profiles, hardware, roller shutters, garage doors, internal walls, and associated components (or any part thereof) as specified in the Order Confirmation, which may include customised products;
1.1.9 Notice – the notice regarding the Contract under these GBT, including Orders, Invoices, and other related documents;
1.1.10 Order – the Customer’s purchase order for the Goods, submitted via email sent by the Customer to the Seller as provided in Clause 4.4;
1.1.11 Order Confirmation – the confirmation email sent by the Seller to the Customer, which acknowledges acceptance of their Order as outlined in Clause 4.7;
1.1.12 Seller – A-SYSTEMS TRADING UK LTD, UK, a company registered in England and Wales under company number 16121175 and whose registered office is located at Unit 1, 660 Holly Lane, Birmingham, United Kingdom, B24 9PD;
1.1.13 Written form (in writing) – any information expressed in writing, which can include contracts, letters, electronic messages (emails), and other similar documents that convey information tangibly (excluding fax), unless otherwise specified in these GBT.
1.2 In these GBT the Seller and the Customer are collectively referred to as the Parties and individually as a Party.
1.3 Any words that follow the terms include, including, in particular, for example, exempli gratia (e.g.), or similar expressions are intended for illustrative purposes only and shall not limit the meaning of the words, descriptions, definitions, phrases, or terms that precede them. Each of these expressions is to be interpreted as incorporating the preceding terms without any limitations.
2. Extent of the GBT
2.1 These GBT outline the conditions for the conclusion and execution of Contracts, as well as the delivery of Goods from the Seller to the Customer. On each occasion, these GBT shall constitute an integral part of a Contract, regardless of how it was concluded and in what form. While submitting an Order, the Customer confirms its full familiarity with these GBT, which are made available on a-systems.uk and its full acceptance thereof.
2.2 These GBT shall apply to all sales or supplies of Goods by the Seller.
2.3 The inclusion of provisions other than those specified in these GBT requires the Seller’s written consent; otherwise, such provisions shall be considered null and void.
3. Notices
3.1 All Notices shall be made in written form and delivered either by personal delivery, via email, or by recorded delivery.
3.2 Notices addressed to the Seller shall be sent to:
Address: Unit 1, 660 Holly Lane, Birmingham, United Kingdom, B24 9PD
3.3 Notices directed to the Customer will be sent to the address specified in the Order submitted by the Customer.
3.4 A proof of delivery, signed by the receiving Party, serves as confirmation of the receipt for Notices delivered by hand or sent via registered mail.
4. Conclusion of the Contract
4.1 The supply of Goods occurs under contractual arrangements between the Seller and the Customer, in accordance with the procedures outlined in these GBT.
4.2 Any offer or calculation made by the Seller without first entering into a Contract is invalid and cannot be used as a basis for further action.
4.3 The Customer who desires to conclude a Contract shall send the Order to the Seller.
4.4 The Order can be placed by the Customer via any of the methods specified in Clause 3.1.
4.5 The absence of a reference to the GBT in the Order does not imply that they do not apply to that Order, provided that all necessary information outlined in this Clause is included in the Order.
4.6 Each Order placed by the Customer must include at a minimum the following details: the name of the Customer, registered address of the Customer, company ID, VAT number, postal address, email address, general information, file, payment details, description and quantity of the ordered Goods, catalogue code of the Goods (if applicable), unit prices, total price, and proposed Delivery Date.
4.7 Upon acceptance of the Order, the Seller issues either an Order Confirmation or an Order Confirmation and Advance Invoice (in the case of prepayment), and sends it to the Customer for confirmation.
The Order can be confirmed by the Seller via any of the methods specified in Clause 3.1.
The Order is considered confirmed and the Contract is considered concluded if the Customer acknowledges it via email within two (2) Business Days following the Order Confirmation.
If the Customer fails to provide confirmation within this timeframe, the Order will not be accepted for processing.
In the event that the Customer amends the Order, the Seller will issue a new Order Confirmation, which shall be confirmed by the Customer via email within one (1) Business Day.
4.8 The Customer may not cancel or amend an Order that has been confirmed by the Seller unless the Seller has provided prior written consent.
4.9 If the written consent is granted, the Customer shall pay a cancellation fee of 10% of the total value of the cancelled Order, along with a restocking charge of 25% of the total value if the Order has been picked and is ready for dispatch. Additionally, the Seller is entitled to require payment of the full price for any Goods that have already been produced at the time of the Order amendment or cancellation, as well as reimbursement for all related costs. If the Customer has made any advance payment for the Goods affected by the change or cancellation, the Seller may offset this advance payment against any payments owed by the Customer under this Clause.
4.10 If the Seller does not agree to the amendment or cancellation of the Order, both Parties shall fulfill their obligations for delivery and acceptance, as well as the obligation to pay for the Goods in full.
4.11 Any illustrations on the web-sites and other marketing sources are provided for illustrative purposes only. The drawings and data regarding the dimensions and weights of the Goods included in the Orders may not match those in the final documents, such as the Order Confirmation, and therefore will not be binding.
5. Payment terms and Prices
5.1 Prices are specified in the Order Confirmation based on the price list that is in effect on the date the Order is accepted or on the date of the Seller’s offer.
5.2 Price list amendment results in the invalidation of its any prior version.
5.3 The standard prices include the costs for the preparation and packing of the Goods according to the Seller’s established rules. If the Seller receives an Order from the Customer that specifies non-standard packaging or other non-standard requirements, the Seller shall promptly contact the Customer to inform of any price increase associated with that non-standard packaging or adjustments needed to fulfill the Order. Hence, the Customer shall place a new Order that reflects the price increase and any other adjustments specified by the Seller.
5.4 All prices set by the Seller are calculated in GBP, exclusive of VAT, unless a different currency is specified in the Invoice.
5.5 The statutory VAT, corresponding to the value of an Order as of the date of issue of a tax document (Invoice), will be added to the net value calculated in that manner.
5.6 The Seller reserves the right to adjust the gross value of an Order in the event of a change in the VAT rate or the introduction of other forms of taxation.
5.7 Should the total costs required for the production of Goods under the Contract increase compared to the costs at the time of issuing Order Confirmation (e.g. rising raw material prices), the Seller is entitled to raise the value of the Order subsequently. The Seller must inform the Customer of this value increase without undue delay. When the Customer disputes the increase, he is entitled to withdraw from the Contract without incurring a cancellation fee, as specified in Clause 4.9.
Once the Customer is notified of the Order is ready for delivery, the Seller has the right to adjust delivery prices if delivery does not occur due to the Customer's fault within fifteen (15) days of the Notice. If delivery is still not carried out due to the Customer’s fault within thirty (30) days of the Notice, the Seller may cancel the Order by informing the Customer in writing without any subsequent penalties for the Seller.
5.8 Payment of Advance Invoices is required in full prior to the delivery of the Goods, unless otherwise agreed upon in writing by both Parties. The Customer shall pay for the Goods by transferring the total amount of the Invoice to the Seller's bank account within the timeframe specified in the Invoice. Payment is considered complete on the date the Seller's bank account is credited with the due amount.
5.9 All costs associated with wire transfers for payments of Invoices issued by the Seller are borne by the Customer.
5.10 The Customer hereby waives its right to offset any Invoices issued by the Seller against its own claims, unless such arrangements have been made in writing.
5.11 If payment in favor of the Seller is not made by the due date, the Seller is entitled to charge interest at a rate of 4% per annum above the Bank of England base rate, calculated from the day after the due date until the date of actual payment (hereinafter referred to as the “Interest”). The obligation of the Customer to fulfill contractual obligations shall not be affected by the payment of the Interest.
Any payment of Interest by the Customer does not affect the Seller's right to claim compensation for any damages incurred due to the late payment.
6. Delivery Terms
6.1 The Delivery Terms and any details regarding the delivery schedule, method, and any associated conditions shall be outlined in the Order Confirmation, unless an alternative arrangement is agreed by both Parties in writing.
6.2 The place of delivery of Goods is the Seller’s warehouse, designated as FCA (INCOTERMS 2020).
6.3 Under the FCA delivery term, the Customer is responsible for collecting the Goods from the Seller’s warehouse. The Goods shall be collected during the Seller's business hours and in accordance with the Delivery Date confirmed by the Seller. Before loading, the Customer is required to conduct a quantitative and qualitative acceptance of the Goods. The Customer shall ensure the appropriate transportation for carrying the Goods. If the Seller is responsible for loading, all risks associated with the Goods transfer to the Customer upon completion of the loading process. Once the Goods are loaded onto the Customer's transport, any potential loss or damage is the responsibility of the Customer.
6.4 Under the DAP delivery term, the Seller is responsible for delivering the Goods to the place designated by the Customer. The Customer shall collect the Goods within the agreed Delivery Date and shall conduct the unloading in a technically appropriate manner. Prior to unloading, the Customer is required to conduct a quantitative and qualitative acceptance of the Goods. Once the Goods are placed at the disposal of the Customer on the arriving transport ready for unloading, any potential loss or damage is the responsibility of the Customer.
6.5 The Delivery Date shall be specified by the Seller in the Order Confirmation.
6.6 The Seller shall have the right to deliver the Goods in batches.
6.7 In the event of any quantitative shortfall or damage to the Goods, the Customer is obliged to issue a Non-Conformance report immediately, with the participation of the carrier, and subsequently to provide the Seller without delay with this report. If, upon receipt, the condition of the Goods appears satisfactory but damage is discovered during unpacking, further unpacking must be halted, and the Seller shall be informed without delay or no later than five (5) Business Days from the Delivery Date. After this period, the Goods shall be considered accepted without any objections.
6.8 If the Customer fails to collect the Goods within five (5) Business Days of the agreed Delivery Date, the Seller has the right to charge the Customer storage costs at a rate of 1% of the net value of the Order for each day of delay. If the Customer does not collect the Goods within forty-five (45) days of the confirmed Delivery Date, the Seller has the right, at its discretion, to withdraw from the Contract either entirely or partially, with effects applicable to the future or retroactively from the date of conclusion of the Contract.
6.9 If the Seller fails to adhere to the Delivery Date agreed upon in the Contract, the Customer shall provide the Seller with a Notice specifying the maximum permissible grace period.
6.10 When the delivery is not made within this grace period, the Customer is entitled to terminate the Contract and demand a refund of all payments made for the unfulfilled Order.
6.11 A Force Majeure occurrence shall relieve the Seller of its obligation to adhere to the Delivery Date.
7. Trade Credit
7.1 Unless the Parties agree otherwise in writing, the Customer is obliged to pay the Invoice before the Goods are loaded onto the transport means.
7.2 The payment date is the day when the payment is credited to the Seller’s bank account.
7.3 The Seller may agree to a deferred payment by granting Trade Credit. In such cases, the Customer undertakes to pay the full price within the period specified in the Invoice.
7.4 Trade Credit is granted by the Seller based on the insurer’s decision, the financial data provided, the security offered, and the Parties’ cooperation history. The Seller reserves the right to revoke or amend the decision to grant Trade Credit at any time.
7.5 The Seller reserves the right to halt the Order execution after its confirmation when:
7.5.1 the Customer fails to settle the Invoice in accordance with the agreed terms and timeframe;
7.5.2 the insurer has cancelled or reduced the insurance limit that the Seller relied upon to grant the Trade Credit to the Customer;
7.5.3 the value of the Order surpasses the amount of Trade Credit that was granted to the Customer;
7.5.4 the Customer becomes insolvent or starts restructuring or liquidation proceedings.
7.6 In the event of late payment of an Invoice, the Seller shall be entitled to:
7.6.1 extend the payment date;
7.6.2 amend Trade Credit amount granted to the Customer;
7.6.3 refuse to deliver the Goods.
7.7 If the Seller changes its decision regarding the granting of Trade Credit or if there is a default of at least thirty (30) days on the payment of the Invoice, the Seller is entitled to withdraw from the Contract either entirely or partially, with effects applicable to the future or retroactively from the date of conclusion of the Contract. The withdrawal from the Contract shall be communicated in writing within ninety (90) days of the occurrence of any grounds for withdrawal as set out in this Clause.
8. Transfer of Title to the Goods
8.1 The Seller reserves the right to retain ownership of the Goods delivered until all amounts due under the Contract have been paid in full, including any additional costs such as transport, fees, penalties, and charges.
8.2 Until ownership is transferred to the Customer, the Customer agrees to notify in writing to the Seller immediately, in writing, if any delivered Good is pledged or subject to any action by a third party.
8.3 Any processing, modification, or alteration of the delivered Goods carried out by the Customer shall be done at the request of and on behalf of the Seller. If the delivered Goods are processed with items owned by a third party, the Seller shall acquire co-ownership of the new item in proportion to its objective value relative to the other items processed at the time of processing. This same principle applies when items are combined. If the combination results in the Customer’s item being perceived as the main item, the Seller shall acquire proportional co-ownership of that main item from the Customer.
8.4 When the Customer acts as a contractor or intermediary, it assumes full liability for the consequences of the Seller's retention of title as outlined in this Clause. The Customer shall inform the Contracting Party or end customer about the retention of title that has been applied.
8.5 Should the Customer breach any obligations under this Clause or fail to settle all outstanding obligations within thirty (30) days of receiving the relevant Notice, the Seller is entitled to withdraw from all Contracts related to the Goods that remain in its ownership. The Seller is entitled to reclaim possession of these Goods without any obstruction from the Customer. The Seller is entitled to claim compensation for damages or impose fees, penalties, and charges.
8.6 If the Customer withdraws from a Contract, or if the Seller withdraws from a Contract due to any Customer-related reasons, the Seller has the right:
8.6.1 to supply the unpaid Goods to the Customer that were produced according to the Customer’s requirements (including Goods made in the colors requested by the Customer), or
8.6.2 to claim a refund for the value of such Goods.
8.7 The Seller is entitled to claim compensation for any losses incurred related to the Goods produced according to the Customer's requirements. In this situation, the Customer is obligated to return all supplied Goods to the Seller no later than sixty (60) days after the date of the most recent supply.
8.8 The Seller is not obligated to accept the return of any Goods supplied in poor quality. If the Seller agrees in writing to accept such Goods, it will compensate the Customer for no more than 70% of the value paid for those Goods.
8.9 If the Customer receives Goods in steel stillages (reusable packaging), ownership of these stillages remains with the Seller. The transfer of the steel stillages to the Customer is documented by a Proforma Invoice issued by the Seller. The Customer is responsible for ensuring the safety of the Seller’s property and is liable for any damage or loss of the reusable packaging.
8.10 The reusable packaging shall be returned under the same conditions as its supply. The maximum period for keeping the steel stillages is sixty (60) days.
8.11 If the Customer fails to return the reusable packaging in time, the Seller is entitled to claim for each day of delay a rate of 2% per annum above the Bank of England base rate, calculated from the day after the due date until the date of return. Should the delay exceed ninety (90) days, the Seller reserves the right to claim 100% of its cost.
8.12 The Customer is prohibited from providing reusable packaging to third parties or using them in a manner that would result in a loss of control over its flow.
8.13 If the Goods are delivered with the written consent of the Seller to a third party, the delivery to the Customer is considered fulfilled once the third party signs the Delivery Note. All of the Customer’s obligations to the Seller as outlined in these GBT will remain in effect.
9. Force Majeure
9.1 The Seller shall not be liable for non-performance or improper execution of the Contract if such issues are a direct or indirect result of events beyond the Seller’s control (Force Majeure).
9.2 The Seller shall promptly notify the Customer when a Force Majeure event creates an obstacle to the execution of the Contract.
9.3 The exemption from liability will apply only to the extent and duration of the Force Majeure event causing the failure or delay in execution, provided that the Seller did not cause such event to occur.
9.4 The Seller is entitled to withdraw from the Contract, either in whole or in part, without any indemnity obligations towards the Customer if the Force Majeure event continues for ninety (90) days. The Customer shall be notified in writing by the Seller once the period specified in this Subclause has expired.
10. Defect Liability, Warranty
10.1 The Customer shall have the right to inspect the Goods upon delivery.
10.2 The Seller warrants that all Goods supplied under the Contract shall:
10.2.1 conform to the Order submitted by the Customer and confirmed by the Seller;
10.2.2 be of satisfactory quality and fit for the purpose intended, as communicated by the Customer.
10.3 If the Goods do not conform to the agreed Order or are otherwise defective, the Customer shall submit a Non-Conformance report. The Non-Conformance report shall be submitted to the Seller in writing:
10.3.1 regarding the quantity of the Goods – within three (3) Business Days from the date of their acceptance;
10.3.2 regarding the quality of the Goods – within twenty (20) Business Days from the date their acceptance.
If the Customer fails to submit the Non-Conformance report within the specified terms, all subsequent Non-Conformance reports related to quantity or quality of the supplied Goods shall be considered expired.
10.4 When submitting a Non-Conformance report, the Customer shall provide the Seller with the following information:
10.4.1 Order number;
10.4.2 photos of the complained Goods;
10.4.3 description of the issue;
10.4.4 photo of the label or any information provided on it (e.g., description, classification, item, and code of the Specifications of the working parameters);
10.4.5 quantity of missing or defective Goods;
10.4.6 Delivery Date.
10.5 The Customer shall:
10.5.1 allow the Seller to inspect the complained Goods by sending the Goods or their samples to the Seller for inspection;
10.5.2 keep the original packaging of the complained Goods to facilitate the return to the Seller. If the original packaging is unavailable, the Customer’s packaging shall be used;
10.5.3 allow representative of the Seller to inspect the Goods at the Customer’s premises.
10.6 The Customer bears all costs associated with dispatching the complained Goods or their samples to the Seller. If the Non-Conformance report is upheld by the Seller, the Seller shall reimburse the Customer for such costs.
10.7 The Seller shall review the Non-Conformance report within ten (10) Business Days of its receipt. If it is required to dispatch the complained Goods or their samples to the Seller for inspection, the Seller shall review the Non-Conformance report within ten (10) Business Days of their receipt.
10.8 The Seller shall inform the Customer in writing whether the Non-Conformance report has been satisfied or rejected.
10.9 If the Non-Conformance report is satisfied, the Seller shall eliminate the defects within fifteen (15) Business Days by either:
10.9.1 repairing the defective Goods,
10.9.2 replacing the defective Goods, or
10.9.3 providing additional Goods as compensation for any missing Goods.
10.10 In case repairing or replacing the defective Goods is impossible or entails unjustified costs, the Seller shall offer the Customer to:
10.10.1 deduct from the price of the future Order, or
10.10.2 refund the total amount for the defective or missing Goods.
In the case of a refund for defective Goods, the Customer shall be responsible for the disposal costs. Upon issuing a refund, the Seller provides a credit note to the Customer. Once this credit note is signed and returned to the Seller, the corresponding amount shall be credited to the Customer’s bank account.
10.11 The Seller provides a Warranty for latent defects for three (3) months following the delivery of the Goods to the Customer. This Warranty is contingent upon the Customer using the Goods only in accordance with the manner and purposes specified in the Contract. If no such contract exists, the Goods must be used in a customary manner and for standard purposes.
This Warranty does not cover defects arising from normal wear and tear, incorrect usage, or improper storage.
Non-Conformance reports related to defects covered by this Warranty shall be filed and resolved in accordance with the provisions outlined in this Clause.
10.12 The Seller does not assume any liability for improper performance of the supplied Goods if its components are used in conjunction with any other type of necessary components or replaced by foreign elements that have not been tested and approved by the Seller beforehand. In such cases, the Seller's liability is limited to ensuring that the supplied Goods comply with the technical parameters agreed upon with the Customer.
11. Limitation of Liability
11.1 The Seller is not liable for:
11.1.1 any defects arising from normal wear and tear, incorrect usage, improper storage;
11.1.2 any damage to the supplied Goods that occurs after they have been delivered to the Customer (exception: Warranty cases).
11.2 The Seller’s liability for any damage, including any damage and loss of profits arising from any breach of a Contract (including breaches of these GBT) or related statutory obligations, is limited to the total price of the Goods affected by that breach. This limitation is intended to reflect the foreseeable and reasonable extent of damages that the Seller could anticipate when entering into the Contract, considering potential consequences of any breach.
11.3 In no event shall either Party be liable for any:
11.3.1 loss of profits;
11.3.2 loss of business;
11.3.3 loss of goodwill;
11.3.4 loss of special, indirect or consequential damage, arising out of or in connection with the Contract.
12. Confidentiality, Transparency and Publicity
12.1 For the duration of the Contract, and following its termination or completion, the Parties agree to maintain the confidentiality of all personal data, information, materials, and any documents or files of any nature received from the Seller or obtained during the execution of the Contract.
12.2 Each Party shall:
12.2.1 treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written consent of the disclosing Party;
12.2.2 not use or exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement.
12.3 Each Party may disclose Confidential Information which it receives from the other Party:
12.3.1 where disclosure is required by Law;
12.3.2 to its auditors or for the purposes of regulatory requirements;
12.3.3 to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010.
The Party is required to notify another Party in advance that a request of this kind has been made.
12.4 The obligation to maintain the confidentiality of Confidential Information includes, in particular, a prohibition on disclosing such information to any third parties, except as permitted in this Clause.
12.5 The disclosure is allowed to the Party’s staff on a need-to-know basis to enable performance of its contractual obligations. The Party shall procure that any staff to whom it discloses Confidential Information shall observe the confidentiality obligations.
12.6 Following the execution of the Contract, the Customer is required to:
12.6.1 return at the Seller’s written request all documents and information (e.g. databases, forecasts, tests) containing Confidential Information, regardless of the media on which they are stored with the Seller bearing the associated expenses. This includes hard copies, electronic media, and any other forms of storage, and
12.6.2 confirm in writing that the aforementioned obligation has been fulfilled.
12.7 If the Customer discloses any Confidential Information, the Seller has the right to claim damages up to the amount of the loss of profits incurred as a result of the disclosure.
13. Data Protection
13.1 In addition to the definitions in Clause 1 of these GBT, “Controller”, “Processor”, “Data Subject”, “Personal Data”, and “Data Protection Officer” take the meaning given in the UK GDPR.
13.2 The Parties acknowledge that in performing their obligations and for the purposes of Data Protection Laws, each Party is a Controller in their own right in respect of any Personal Data required to be processed under the Contract.
13.3 The Parties shall comply with all Data Protection Laws and neither Party shall, by act or omission, put the other Party in breach of Data Protection Laws.
13.4 Nothing in the Contract is intended to construe either Party as being the Processor of the other or that the Parties are Joint Controllers in respect of Personal Data.
13.5 The Parties agree to cooperate and assist each other with fulfilling their obligations under the Contract and complying with Data Protection Laws.
13.6 The Parties shall notify each other immediately and provide reasonable assistance if they receive:
13.6.1 a Data Subject Request;
13.6.2 a request to rectify, block or erase any Personal Data;
13.6.3 any other request, complaint or communication relating to Data Protection Legislation;
13.6.4 any communication from the Information Commissioner or other regulatory authority;
13.6.5 a request from any third party for disclosure of Personal Data.
13.7 The Parties shall notify each other immediately (and in any event within twenty four (24) hours) and provide each other with reasonable assistance if they become aware of a Data Breach Event. Such assistance shall include the prompt provision of further information as details become available.
13.8 The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. Each Party may upon giving not less than thirty (30) Business Days’ notice to the other, request to amend the Contract to ensure that it complies with any guidance issued by the Information Commissioner’s Office. The Party requesting to revise the Contract may not amend it without the other Party’s written consent. The Parties must not unreasonably withhold their consent to any such requested amendments.
13.9 The confidentiality provisions outlined in these GBT are governed by the Seller's Privacy Notice a-systems.uk. In the event of any discrepancies between the GBT and the Seller's Privacy Notice, the Seller's Privacy Notice shall take precedence.
14. Termination
14.1 The Seller may terminate the Contract immediately without limiting its other rights or remedies, by providing written Notice to the Customer if the Customer:
14.1.1 commits a material breach of any term of the Contract and, if the breach is capable of being remedied, fails to rectify it within ten (10) Business Days after receiving Seller’s written Notice;
14.1.2 takes any steps or actions related to the voluntary liquidation, or any arrangement with other creditors (excluding solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by court order, unless for a solvent restructuring), having a receiver appointed over any of its assets, or ceasing to carry on business, or if such actions are taken in another jurisdiction in connection with analogous procedures;
14.1.3 suspends, or has threatened to suspend, the continuation of all or a significant proportion of its business operations;
14.1.4 has worsened its financial situation considerably, what indicates that the Customer’s ability to fulfil the terms of the Contract is at risk.
14.2 Should the Customer experience any of the events specified in Clause 14.1.2 to Clause 14.1.4, or if the Seller reasonably suspects that such an event may occur, the Seller is entitled to suspend the supply of Goods under the Contract.
14.3 In the event of non-payment by the Customer, the Seller may terminate the Contract with immediate effect by notifying the Customer in writing.
14.4 Upon termination of the Contract for any reason, the Customer shall promptly pay the Seller all outstanding unpaid Invoices and accrued Interest. The Seller shall issue an Invoice for the non-paid Goods, which the Customer is to pay according to the terms specified in the Invoice.
14.5 Termination of the Contract, regardless of the circumstances, shall not affect any rights or remedies that either Party has accrued up to the date of termination. This includes the right to claim damages for any breach of the Contract that occurred prior to or on the date of the termination.
14.6 Any provision of the Contract that is expressly stated or implied to come into effect or continue to be in force after the termination of the Contract shall remain fully effective.
15. Copyright and Industrial Property Rights
15.1 When the sale or delivery of Goods occurs based on the Seller’s documentation, or documentation jointly prepared by the Seller and the Customer, all rights arising during the execution of the Contract (including economic rights, industrial property rights such as patents, and rights to utility models, industrial designs, and trademarks) shall remain the property of the Seller.
15.2 When the sale or delivery of Goods is based on documentation provided by the Customer, the Seller shall not be liable for any infringement of copyrights, industrial property rights, or any other rights of third parties. In the event of a violation or potential violation of such rights, the Customer agrees to fully address any resulting claims and indemnify the Seller against all liabilities and costs incurred in connection with such claims.
16. Governing Law and Dispute Resolution
16.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by the Law of England and Wales.
16.2 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Business Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.
16.3 The Parties hereby submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or in connection with the Contract.
16.4 The Parties agree that in the course of resolution of any dispute between them, they shall continue to observe and perform their respective obligations under the Contract, except for those arising from the provisions subject to or involved in such dispute.
17. General
17.1 Any general purchasing conditions of the Customer, regardless of their form, content, or title, will not apply to the execution of the Contract for the sale and delivery of Goods unless expressly accepted in writing by the Seller; otherwise, they shall be considered null and void.
17.2 In submitting an Order, the Customer confirms that:
17.2.1 it is not subject to sanctions imposed by the governments of the United Kingdom, the European Union, the United States of America, or the United Nations.
17.2.2 its beneficial owner is not subject to the sanctions specified in this Clause.
17.2.3 the Goods supplied by the Seller will not be sold to third parties subject to sanctions specified in this Clause.
17.3 Should any provision of these GBT and/or the Contract prove to be ineffective or invalid, this will not impact the validity of the remaining provisions.
17.4 The Parties agree that the Customer may not transfer any rights arising from the Contract to third parties without the prior written consent of the Seller. Third parties may not assert any rights derived from the provisions of a Contract between the Parties.
17.5 Any changes to the provisions of the GBT shall take effect on the date they are made available on the Seller’s website a-systems.uk.
In Birmingham, UK 2025
A-SYSTEMS TRADING UK LTD, UK
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