i. All quotations (verbal or in writing) and all orders that are accepted are subjected to the following Terms and Conditions, which shall govern the contract in exclusion of any other Terms and Conditions. No addition to or variation of these conditions will bind the Seller unless specifically agreed in writing and signed by a Director of ABC Industrial Doors Limited. No agent or person employed by or under contract with the Seller has the authority to alter or vary these conditions in any way.
ii. No waiver by the Seller of any breach of the Contract by the Buyer will be considered as a waiver of any subsequent breach of the same or any other provision.
iii. If any provision of these conditions is deemed by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
i. "Buyer" means the person or business named in the purchase order.
ii. "Seller" means ABC Industrial Doors Limited.
iii. "Goods" means all items supplied (or instalment or part of them) and all work executed (or instalment or part of them) by the Seller as specified in the purchase order.
iv. "Purchase Order" means the Buyer's purchase order.
v. "The Contract" means the contract between the Buyer and Seller for the sale and purchase of Goods.
vi. "Quotation" means the quotation provided by the Seller to the Buyer setting out the description, price, place and quantity of the Goods. Words in the singular shall include the plural and vice versa, references to any gender shall include the others and References to legal persons shall include natural persons and vice versa.
3. PRICE AND DELIVERY
Unless otherwise specified in the Quotation
i. All prices are quoted and payable in sterling and are exclusive of any value added or similar tax payable therein.
ii. The price includes for delivery Ex-Works or as otherwise specified therein.
iii. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by the Buyer's instructions or the Buyer's failure to give the Seller adequate information or instructions, or by any deterioration of any item subsequent to a quotation being issued by the Seller for the repair thereof.
iv. In the case of an order for delivery by instalments the price payable for each instalment shall be the price set out in the invoice.
v. Any times quoted for dispatch are to date from receipt by the Seller of the acceptance by the Buyer of the Seller's quotation and of all necessary information and drawings to enable the Seller to proceed.
vi. Whilst the Seller will use all reasonable endeavours to comply with any delivery dates, the Seller accepts no liability whatsoever for any failure to attain such delivery dates.
4. ACCEPTANCE OF GOODS
Any claim by the Buyer which is based on any defect in the Goods shall be notified in writing to the Seller within seven days of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable period after discovery of the defect. If the Buyer does not notify the Seller the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with The Contact.
i. The Buyer shall pay for the Goods within the quoted period agreed on the Seller's quotation or invoice.
ii. For Goods that are delivered in instalment’s the Seller shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof delivery has been made, or via an agreed payment schedule.
iii. Any overdue payments shall be subject to interest at 4% above the base rate from time to time of Barclays Bank PLC charged by the week/month or part thereof that payment remains overdue.
iv. All and any retentions agreed to by the Seller must by paid within twelve months of The Contract date.
6. RISK AND PROPERTY
i. Risk of damage to or loss of the Goods shall pass to the Buyer at a time when the Seller notifies the Buyer that the Goods are ready for collection or in the case of Goods to be delivered otherwise than at the Seller's premises at the time of delivery, or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
ii. Notwithstanding delivery and the passing of risk in the Goods, any other provision of these conditions, the property of 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 for which payment is then due.
iii. Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been re-sold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored or installed and repossess the Goods.
iv. If the Seller is required to undertake legal action to recover money owed by the Buyer then the cost of this legal action will be payable by the Buyer.
7. FORCE MAJEURE
The Seller shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered if and to the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including (but not limited to) strikes, lock- outs, accidents, war, fire or breakdown of plant machinery.
8. ASSIGNMENT AND SUB-CONTRACTING
The Seller may entirely at their discretion and without the consent of the Buyer assign the contract with the Buyer or sub-contract the whole or any part thereof to any person, Company or Seller.
9. INSTALLATION & ENGINEER ATTENDANCE
Our prices are based upon the following, any deviation without prior written agreement from the seller would be chargeable:
i. A single continuous installation period (unless clearly qualified elsewhere) with safe and unimpeded access to suitably prepared openings(s) to our requested tolerances and adequate access/parking for delivery vehicle(s)/fitters van(s) at no cost to the Seller.
ii. All work is assumed at ground floor unless previously agreed with the seller.
iii. Normal hours of work, i.e. Monday-Friday 8.00am - 6.00pm
iv. Suitable hard standing area being provided
v. Abortive visits will be chargeable at the full day rate for installation and quoted works, or standard call out rates for reactive work.
vi. All down-time due to impeded access is chargeable to the Buyer at the quoted hourly rate.
vii. Unless noted otherwise, all door/shutter sizes are structural (steel/masonry) opening sizes and the Seller has allowed for products to be fixed directly to suitable, solid support structures, using our standard fixings.
10. LIFTING & ACCESS EQUIPMENT
It is the customer's responsibility to provide offloading and safe storage prior to actual installation.
11. POWER AND WIRING
In the case of power operated roller shutter doors, the Seller checks that motor(s) are functioning correctly on installation. All 3- Phase motors, a suitable fused isolator within one meter of the motor must be provided. This must be available at installation stage. In the case of tube motor roller shutters, it is the Buyers responsibility to provide a single-phase spur within one meter of the motor. This must be available during installation stage.
12. BUYER'S RIGHTS
Any specifications, plans, drawings, patterns, or designs remain the property of the Buyer and must be returned to the Buyer by the Seller on completion of the Contract if requested by the Buyer to do so.
13. WARRANTY, QUALITY & CONDITION OF GOODS
Unless stated otherwise, the Seller warrants for 12 months that the Goods, manufactured by them shall be of sound material and workmanship and that good workmanship shall be employed in assembling parts or materials not manufactured by them. This warranty is given subject to the following: -
i. The Seller shall be under no liability in respect of any default arising from fair wear and tear, willful damage, negligence of the Buyer, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse, or alternation or repair of the Goods without the Seller’s approval.
ii. The Buyer shall be responsible for ensuring the accuracy of the items (including specification) of any order and the Seller shall be under no liability in respect of any defect in the Goods arising from drawing, design, information or specification supplied by the Buyer.
iii. Whilst every care is taken to ensure the operation of the Goods is satisfactory, no guarantee is given, and any warranty is conditional on the Goods being installed, commissioned, serviced and maintained.
iv. A service agreement is not provided as part of our guarantee but is available as an additional and competitive cost.
v. The above warranty does not extend to parts, materials or goods not manufactured by the company, in respect of which the customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the company if the same is assignable.
14. DETERMINATION OF CONTRACT
If the Buyer shall make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against the Buyer, or if, being a limited company, any resolution or petition to wind up the company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver or manager shall be appointed of the Buyer's undertaking, property or assets, the Seller shall have the right forthwith to determine the contract, and upon written notice of such determination being posted to the Buyer's last known address, the contract shall be deemed to have been determined.
15. DELAY IN EXERCISING THE CONTRACT
Should the Buyer wish to delay the installation of Goods ordered from the Seller, or should the Seller not be able to undertake the installation for reasons outside their control, then the Buyer will be charged for storage of the Goods by the week/month or part thereof that the installation is delayed.
16. CANCELATION OF CONTRACT
Should the Buyer cancel an order once the order has been placed then the Buyer will be liable to pay the Seller 80% of the order value.
The Contract shall be deemed to have been made in England and the parties of the contract hereby submit to the jurisdiction of the English courts. English law shall be the applicable law of The Contract.
TERMS AND CONDITIONS OF PURCHASE
These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the seller whether in negotiation or at any stage in the dealings between the buyer and seller with reference to the goods and services to which this contract relates. Without prejudice to the generality of the foregoing the buyer will not be bound by any standard or printed terms furnished by the seller in any of its documents unless the seller specifically states, in writing, separately from such terms that it intends such terms to apply and the buyer acknowledges such notification in writing.
Neither the buyer nor the seller shall be bound by any variation, waiver of, or addition to these conditions except as agreed by both parties in writing and signed on their behalf.
3. SPECIFICATION, DESCRIPTION, SAMPLES
The goods and services will be in conformity with the specifications, drawings, samples or other descriptions of the goods and services contained or referred to in this contract.
The goods will be of satisfactory quality and free from defects in material or workmanship. Services will be carried out with reasonable skill and care.
5. FIT FOR PURPOSE
If the purpose for which the goods are required is made known to the seller expressly or by implication the goods shall be fit for that purpose.
The prices stated in this order are fixed.
The seller shall only invoice the buyer of the goods and services on or after the date of delivery. Save where there is a genuine dispute as to the goods and/or services the buyer shall use all reasonable endeavours to pay for the goods and services within 30 days after the end of the month of receiving the sellers invoice in respect for the same. In any event (save where there is a genuine dispute) the buyer shall pay the sellers invoice at the end of the month following the month after the month in which the invoice for those goods or services in received.
The goods must by delivered carriage paid to such destination as the buyers may direct.
The goods will be delivered at the seller's risk.
The time stipulated for delivery shall be of the essence.
The property in the goods shall pass to the buyer when the goods have been delivered to the buyer.
12. INTELLECTUAL PROPERTY RIGHTS
Any intellectual property rights created by the seller in goods and services commissioned by the buyer shall vest in the buyer automatically and the seller undertakes to do all acts and sign all documents necessary to vest all such rights, title and interest in the buyer absolutely. The seller shall indemnify the buyer absolutely against all costs, claims, proceedings or demands in respect of the infringement of any third-party intellectual property rights arising out of the sale to or use by the buyer of any goods and services supplied under this contract. Nothing in these conditions shall imply the grant of a license or give the seller any right title or interest in any intellectual property owned by the buyer. Where the use of such rights are required by the seller to meets its express obligations under this contract, the seller is granted a nonexclusive, nontransferable license for use in relation to the seller's express obligations under this contract. Any such license is revocable forthwith at the buyer's option.
13. FORCE MAJEURE
Neither the seller nor the buyer shall be liable to the other for any failure to fulfil its obligations under the contract if such a failure is caused by circumstances beyond its reasonable control.
If any of the goods or the packages containing the same or the services do not comply with the order or with any item of this contract including quantity, quality or description, the buyer may reject those goods or any part of them at any time after delivery, irrespective of whether the buyer has accepted them. Any acceptance of such goods by the buyer shall be without prejudice to any rights that the buyer may have against the seller. The buyer may return any rejected goods, carriage forward, to the seller at the risk of the seller.
If the seller does not deliver the goods or services or any part thereof within the time specified in the contract, the buyer may terminate the contract, purchase other goods or services of the same or similar description to make good such default, and recover from the seller the amount by which the cost of so purchasing other goods or services exceeds the price which would have been payable to the seller in respect of the goods replaced by such purchase, without prejudice to any other remedy for breach of contract.
The seller shall indemnify the buyer against all claims, cost, expense, loss or damage whether direct or consequential which the buyer may suffer howsoever arising from the seller's breach of any of its obligations under this contract.
17. ASSIGNMENT AND SUBCONTRACTING
The seller shall not assign or transfer the whole or any part of this contact or subcontract the production or supply of any goods to be supplied under this contract without the prior written consent of the buyer. The buyer may at any time assign or transfer by way of novation the whole or any part of this contact to a group undertaking of the buyer (as defined by section 259 Companies Act 1985) and the seller consents to any such assignment or transfer.
18. RIGHTS OF THIRD PARTIES
A person who is not a party to these terms and conditions (including any employee, officer, agent, representative or sub-contractor or either party) shall not have the right (whether under the Contacts (Right of Third Parties) Act 1999 which shall not apply to these conditions or otherwise) to enforce any term of these conditions which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this condition.
The contract shall be deemed to have been made in England and the parties to the contract hereby submit to the jurisdiction of the English courts. English law shall be the applicable law of the contract.