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Terms and Conditions of Sale

In these conditions “the company” shall mean Asceros International Ltd with whom an order shall be placed by “the buyer” and “the buyer” shall mean any person, firm or company placing an order with Asceros International Ltd.

1 Formation of contract

1.0 The “contract” shall mean the contract made between the company and the buyer for the supply of goods comprising the terms set out herein.

1.1 No terms or conditions other than those stated herein, and no agreement or understanding ,oral or written, in any way purporting to modify these terms or conditions , whether contained in the buyers documents or elsewhere, shall be binding on the company unless hereafter made in writing and signed by its authorized representatives. All proposals, negotiations and representations, if any, previously made, shall be deemed to merge herein.

1.2 The international rules for the interpretation of trade terms known as incoterms 1953 as amended from time to time shall apply to these conditions.

1.3 If any portion of these conditions is held to be illegal or invalid by a court of competent jurisdiction in England such portion or portions of these conditions shall be construed as if such portion had not been included herein.

1.4 English law and jurisdiction shall in all respects apply to these conditions and any contract shall be deemed to have been made in England where the company reserve the right to commence proceedings against any buyer who is in

breach of the contract.

1.5 Contracts and orders are accepted subject to the company receiving any necessary licence to purchase or to use the required raw materials and to the company being able to obtain such raw materials.

1.6 The company can accept no responsibility for the accuracy of drawings, any patterns or specifications supplied by the buyer or his authorized agent, and liability to the company on any advice or recommendation is expressly


2 Liability

2.1 The company acts as manufacturers agents and as such the company shall not be liable for:

(a) Any defects in the quality or state of the goods (except for discrepancy in weight) which would be apparent on a reasonable examination or for being otherwise not in accordance with the contract unless the buyer shall have given to

the company within 3 days after receipt of the goods a written notice specifying the matters complained of and shall thereafter afford the company and the manufacturer a reasonable opportunity of inspecting the goods before they

have been used processed or sold.

(b) Any defects in the quality or state of the goods which would not be apparent on a reasonable examination the buyer must give notice thereof to the company within 7 days after receipt of the goods of any defect or complaint coming

to the attention of the buyer and its agents but in any event shall have given to the company a written notice specifying the matters complained about within 14 days of delivery at the destination named in the contract and shall

thereafter afford the company and the manufacturer a reasonable opportunity of inspecting the goods in their alleged defective state.

(c) In the event of damage or shortage of goods in transit, any claim must be made by written notice of complaint from the buyer within 3 days of delivery to the named destination in the contract and the buyer must respect the carrier’s

conditions for notification of claims for loss or damage in transit. All consignments travel at the cost and risk of the buyer to the extent permissible by law. Any claim for damage or shortage of goods must bear an appropriately

qualified signature for example, “material received damaged” & signed.

2.2 Goods or materials from stock are offered subject to remaining unsold, the company accepts no liability whatsoever should the offered material be sold before a binding contract for their purchase is made. Quotations are made on

the understanding that the whole quantity will be ordered, otherwise the company reserves the right to accept or decline orders made for a lesser or greater quantity. All orders must be confirmed by the company to ensure correct details are acknowledged to the buyer and the Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.3 The company will give whenever possible, notification of any design changes or improvements made by the manufacturers which relate to the buyers orders, however the manufacturers and the company have sole right of making

any change in design or withdrawal of products without liability to either the company or the manufacturers.

2.4 No condition is made or to be implied, nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for use under any specific condition notwithstanding

that such purpose or conditions may be known or made known by the company.

2.5 If the goods supplied by the company to the buyers design or specification infringe or are alleged to infringe any patent or registered design, rights of copyright, the buyer will indemnify the company against all damages and costs

incurred by it as a result of the infringement or allegation. The buyer will give the company all possible help in meeting any infringement brought against it.

2.6 The company shall not be liable for the cost of work done on the goods or materials incorporated in or attached to the goods or for carriage thereof or for and consequent loss arising out of defective materials other than as

specifically provided hereunder

The company will not be liable and accepts no responsibility under any circumstances whatsoever for any consequential loss.

2.7 The buyer shall indemnify the company against all damages, penalties, costs and expenses to which the company may become liable as a result of work done in accordance with the buyers specifications which involve the

infringements of any letters patent or registered design.

2.8 Certificates of conformity can only be supplied if specifically requested at the time of placing the order.

2.9 The buyer shall be liable to commit to taking within a reasonable time from the company all stock ordered by the company specific to the buyer where a stocking programme of 3 months quantity is required as necessary to support

the delivery of (JIT orders) – Just-in time orders. JIT, orders are placed by the buyer from time to time to call-off material that has been made readily available in advance where the buyer has issued in advance a usage or forecast

for specific material to be made available by the company for the buyer for future JIT call-off orders.

2.10 Where the buyer’s stock requirements for JIT orders must be pre-ordered by the company in advance on a long lead time of 8 to10 weeks and in most cases additional processes of a further 2 weeks, the buyer shall be liable for the

whole of the pre-ordered stock, any work in progress, including all future orders for replenishment of stock which the company places with the manufacturer that is necessary to support the buyer’s future stock requirements. Should

the buyer fail to issue a current revised usage forecast and the buyer has not given notice of intent to cease purchasing from the company, then the buyers latest forecast issued shall be used by the company for the purpose of

ordering future stock requirements specific to the buyer.

2.11 The buyer shall indemnify the company against all and any claims whatsoever and however arising made by any third party, including the buyers employees whether direct or indirect.

3 Retention and Title of Goods

3.1 The ownership of the goods delivered by the company will only be transferred to the buyer when the buyer has paid the full price of the goods, including where applicable interest on any sums not paid on due date and until such

payment, the goods are held by the buyer as bailee for the company.

3.2 If the buyer shall sell or purport to sell the goods so as to purport to pass a valid title thereto to a third party, the proceeds of such sale shall be held by the buyer on trust for the company and shall if not forthwith paid to the company

be placed in a separate designated bank account.

3.3 The buyer is fully responsible to the safe custody, protection and preservation of the goods including insurance immediately from coming into possession of the buyer in such manner as to distinguish them from goods not owned by

the buyer and shall be separately identified in a manner as agreed with the company. The buyer shall be liable to indemnify the company for loss or damage of whatsoever nature affecting the goods once they are delivered and in

the buyer’s possession.

3.4 Until payment of the whole of the price has been made by the buyer to the company (including interest where applicable), the company shall have the right to require the immediate return of the goods and enter the buyer’s premises

or any other premises where the goods are being kept and remove the goods.

3.5 The right to trace any unpaid for goods or any proceeds of the purported sale thereof into whosoever’s hands, the same may pass expressly reserved to the company.

4 Delivery

4.1 Delivery terms quoted are subject to confirmation after receipt of order. Whilst the company will use its best endeavours to comply with delivery terms quoted, no guarantee or warranty as to rate or time of delivery is given or implied.

Any times or dates are only approximate and the company shall not be liable for the consequence of any delay.

4.2 In the case of a delay, the buyer has no rights to cancel or delay the delivery. If the buyer refuses delivery of any consignment made during normal acceptance hours, the buyer shall pay the costs of such delivery. Should default be

made by the buyer in paying any sum due under the contract as and when it becomes due, the company shall have the right to suspend all further deliveries until the default be made good or to cancel the contract so far as any of

the goods remain to be delivered thereafter.

5 Tools and Drawings

5.1 All tools whether specifically made for the buyers order or not and whether the buyer pays the whole or any part of the cost thereof shall be and remain the property of the company.

5.2 The buyer shall indemnify the company against all damages, penalties, costs and expenses to which the company may become liable as a result of the use or operation of tools or materials supplied or specified by the buyer.

5.3 Drawings, sketches, quotations and any other documents supplied by the company and the copyright therein remain the property of the company and must not be communicated to third parties.

6 Quantity tolerances for over/under delivery

6.1 The company reserves the right to supply in completion of any item on an order or quantity within plus or minus 10 per cent of that order and payment shall be pro-rata.

7 Dimensional tolerances

7.1 Unless otherwise agreed the goods will be supplied to the appropriate British standard tolerances or other relevant standard specifications.

7.2 Any specification or test which the buyer requires shall be at the company’s works or at such other place as shall be specified by the company. All fees relating to such inspections and tests will be charged to the buyer.

8 Packing materials

8.1 Unless otherwise agreed in writing, packing cases, battens and other packing materials when charged for will be credited in full to the buyer when returned to our works, carriage paid in good condition.

9 Severance

9.1 If at any time one or more of these conditions become invalid, illegal or unforceable in any respect under any law, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

10 Sub-contracting

10.1 The company reserves the right to sub-contract the fulfilment of any order or any part order thereof.

11 Price

11.1 The price payable by the buyer shall be the price at the date of and specified on the contract. The price is exclusive of vat which shall be charged at the rate applicable at the date of the invoice and any other tax or duty relating to

the sale or the delivery of goods chargeable by the company.

11.2 The company reserves the right to vary the price without notice and unless otherwise expressly specified in the company’s quotation, goods are supplied at the price ruling at the date of delivery.

12 Set off

12.1 The buyer shall not be entitled to withhold or set off payment of any amount due to the company whether in respect of any claim of the buyer or in respect of faulty or defective goods or for any other reason which is a contested

liability which is not admitted by the company.

13 Cancellation by the buyer

13.1 The buyer may cancel or suspend the contract only with the company’s prior written consent following agreement by the buyer to reimburse the company to an amount to be determined by the company.

14 Insolvency and Breach of Contract

14.1 In the event that;

(a) the buyer shall commit any breach of the Contract and shall fail to remedy such breach (if capable of remedy) within a period of 30 days from receipt of notice in writing from the company requesting such remedy; or

(b) any distress of execution is levied upon any Goods or property of the buyer; or

(c) the buyer offers to make any arrangements with or for the benefits of its creditors or commit any act of bankruptcy or being a limited company has a receiver appointed of the whole or any part of its undertaking property or assets; or

(d) an order is made or a resolution is passed or analogous proceedings are taken for the winding up of the buyer (save for the purpose of reconstruction or amalgamation without insolvency and previously approved in writing by the


The company shall thereupon be entitled without prejudice to its other rights hereunder forthwith to suspend all further deliveries until the default has been made good or to determine the contract or any unfulfilled part thereof or at

the company’s option to make partial deliveries.

14.2 Notwithstanding any such termination the buyer shall pay to the company at the Contract rate for all the Goods delivered up to and including the date of termination.

15 Terms of payment

15.1 Standard UK terms for settlement of account are strictly net and payable within 30 days of end of month of despatch of the goods. Any payments or part thereof remaining unpaid after such period of 30 days shall, at the absolute

discretion of the company, carry interest thereon at the rate of 3% per annum above the base rate of HSBC bank plc prevailing at the due date of payment and calculated on a daily basis. The interest accrued to be charged shall

be added to the unpaid balance.

15.2 All payments outside the UK are strictly net and full payment is due upon presentation of shipping documents and invoice from the company.

16 Force Majeure

16.1 Notwithstanding anything herein, neither the buyer nor the company is to be held liable for any delay or failure to carry out the contract due wholly or in part to an act of god, action by any government whether British or foreign, civil

war, strikes and or lock outs, fire, trade disputes, floods or unfavourable weather or any material becoming unavailable commercially or otherwise through circumstances beyond the control of the company.

Asceros International Ltd
Dudley Hill Business Centre
Block A, Unit A2-A5
Knowles Lane
West Yorkshire BD4 9SW
Sales Office:
Asceros International Ltd
Dudley Hill Business Centre
Block A,
Knowles Lane
West Yorkshire BD4 9SW
+44 (0) 0113 272 0606
+44 (0) 0113 272 0629
+44 (0) 0113 272 0606
+44 (0) 0113 272 0629