Terms and conditions
GENERAL CONDITIONS OF SALE
Your statutory rights are not affected.
- ACCEPTANCE AND AMENDMENT
These General Conditions shall apply to all tenders, offers, quotations, acceptances, agreements and deliveries relating to the sale of Goods by the Seller and the Buyer shall be deemed to assent thereto.
No other conditions or modifications of these Conditions shall be binding on the Seller unless an authorised official of the Seller agrees thereto in writing making express reference as to the amendment of these Conditions and the Seller shall not be deemed to accept such other conditions nor to waive any of these Conditions by failing to object to provisions contained in any purchase order or other communication from the Buyer.
2. DEFINITIONS AND INTERPRETATION
In these Conditions:
“Buyer” means anyone purchasing Goods from Amberol Limited.
“Contract” means the contract (or the sale and purchase of the Goods in which these Conditions apply).
“Goods” means the Goods (including any instalment of the Goods or any parts for them) which the Seller is to supply pursuant to or in connection with the Buyer’s purchase order and the Contract. “Buyer” means the person, firm or company placing an order with the Seller.
“Seller” means Amberol Limited.
Any reference in these Conditions to any provision of a stature shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
All descriptions, specifications, drawings, dimensions, capacities, prices and other data quoted or submitted by the Seller or included in any sales literature, quotation, price list, invoice or other document or information issued by the Seller are to be deemed approximate only (except where stated in writing to be exact) and subject thereto none of such items or any part thereof shall form part of the Contract (other than as approximations).
Any typographical, clerical or other error or omissions in any sales literature, quotation, price list, acknowledgement of order, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
The Seller reserves the right to make any changes in the specification of Goods which are required to confirm with any applicable safety or other legal requirements, or which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of an authorised official of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, changes and expenses incurred by the Seller as a result of cancellation.
The Seller reserves the right to sell Goods to and deal with any other customer whatsoever.
Unless otherwise agreed in writing or stated on the Seller’s quotation the sellers list price at the date of despatch will be payable. Until an order has become binding on the Seller all prices are subject to change without prior notice.
After an order has become binding on the Seller, all prices will have VAT added at appropriate rate and are subject to increase to reflect increases from time to time in list prices and any increases in costs to the Seller prior to delivery, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
Unless otherwise agreed in writing or stated on the Seller’s quotation or acknowledgement of order, the net invoice amount shall become due for payment by the Buyer 30 days after the date of invoice or (if earlier) upon the occurrence of any circumstances whereunder, pursuant to the Contract or these Conditions, payment falls immediately due. The time of payment shall be of the essence of the Contract.
The Seller reserves the right at any time before (commencing) or proceeding further with an order to demand full or partial payment of monies due and payable under the Contract and under any other contract between the Seller and the Buyer.
If the Buyer defaults in any payment the Seller may in addition to exercising the right contained in Condition Paragraph 2 Section 6 above suspend work, delay or withhold delivery or cancel the Contract or suspend work, delay or withhold delivery under or cancel any other contract between the Seller and the Buyer and retain any progress payments or payments on account already received under the Contract or under any other contract between the Seller and the Buyer, until full payment is received.
To the extent that the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a receiver is appointed over any of the property or assets of the Buyer or the Buyer ceases or threatens to cease to carry on business the Seller shall be entitles to suspend work, delay or withhold delivery under or cancel the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable.
The Seller reserves the right from time to time to charge interest at annual rate of five per cent above the base rate of NatWest Bank PLC on all overdue monies. The Buyer shall have no right of set-off in respect of any moneys owed to the Seller.
All rights and remedies afforded to the Seller in these Conditions for non-payment shall be in addition and without prejudice to all other rights and remedies available to the Seller under the Contract or at law.
Time of delivery is not of the essence of the Contract unless agreed in writing by an authorised official and any time or date specified by the Seller as the time at which or the date on which the Goods will be delivered is given and intended as an estimate only and the Seller shall not be liable for any loss, damage or expense howsoever arising from delay in delivery.
The Seller reserves the right to make delivery by instalments, unless otherwise expressly agreed in writing. The period during which delivery by instalments may be made and the quantity of Goods delivered in each instalment shall be agreed in writing by the Seller.
Where Goods are delivered in instalments, each delivery shall constitute a separate contract (in which these Conditions apply (mutatis mutandis) and failure by the Seller to deliver any one or more of the instalments or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as repudiated.
Where a Contract provides for delivery by instalments at unspecified times over a period the Buyer shall order all Goods within and accept all deliveries thereof within (3) months from the date of the first delivery or availability date, whichever is the sooner. If the Buyer fails to so order the Goods or accept all such deliveries within such time limit the Seller shall be entitles to invoice the full balance of the price of the Goods remaining to be ordered and delivered, the cost of which shall immediately become due.
Where a Contract provides for delivery in instalments at specified times or intervals the Buyer shall accept each delivery at the time specified. If the Buyer refuses or is unable to accept any such delivery the Seller may terminate all future deliveries and treat the Contract as repudiated and claim damages from the Buyer for breach of contract.
Delivery will be made in such parcels and/or pallets in volume as may be appropriate for delivery of the Goods. Subject thereto delivery of more or less than the quality of the Goods due for delivery or in inclusion therewith of Goods of a different description not included in the Contract shall not entitle the Buyer to reject the Goods delivered.
Notwithstanding any express agreement as to the date of delivery the seller shall be entitled to postpone or cancel delivery in whole or in part when it is delayed in or prevented from making or obtaining any Goods or materials or parts or components or services therefore or making delivery of Goods by strikes, lockouts, trade disputes or labour troubles or any cause beyond the Seller’s reasonable control. During any of the foregoing events the Seller’s obligations shall be suspended until such events cease or until the Seller cancels delivery as the case may be. In the event of cancellation, the Seller shall be paid pro rata for Goods delivered or work done to the date of cancellation.
If the Buyer fails to take delivery of Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller (including its right to payment) the Seller may:
Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; and
where Goods are moulded for the contract to the design of the purchaser and specifically for him then the Seller may hold lien over the mould until payment is received and the Buyer shall indemnify the Seller in full against all losses, damages, charges and expenses incurred by the Seller as a result of the Buyer’s said failure to take delivery or give adequate delivery instructions.
8. BUYER’S OBLIGATIONS AND CLAIMS ON DELIVERY
The Buyer will:
Examine Goods carefully within (5) days of taking delivery;
notify the Seller (any carrier for the Seller) in writing within (7) days of taking delivery of any error in quantity or description of `Goods delivered or that they were mixed with others not included in the contract or of any damage to Goods revealed by such examination or which ought reasonable to have been revealed by such examination and not caused since delivery were taken.
Failure to make any notification in accordance with paragraph (ii) of Condition 8 which examination under (i) above should have enabled the Buyer to make shall constitute a waiver by the Buyer of all claims based on or relating to facts which such examination should have revealed. Except for circumstances beyond the Buyers control.
Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery. Delivery to a carrier or to any person firm or company on the Buyer’s behalf shall constitute delivery to the Buyer.
Where Goods are sold f.o.b. all risk of damage or loss in transit shall pass to the Buyer when the Goods are placed on board ship, and the Seller shall be under no obligation to give to the Buyer the Notice specified in Section 32(3) Sale of Goods Act 1979.
10. TITLE TO GOODS
Property in the Goods shall remain with the Seller until payment in full has been received by the Seller:
for the Goods; and
for any monies due from the Buyer to the Seller on any account whatsoever.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate and unmixed from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller’s property.
If the Buyer:
has any distress or execution levied against the Goods or any of its assets; or
has a bankruptcy order made against it; or
goes into liquidation whether voluntary or compulsory (except solely for the purposes of a reorganisation); or
makes an arrangement with its creditors; or
has an administrator or administrative receiver appointed over any of its assets; or
pledges or in any way charges by way of security for any indebtedness any of the Goods which remain the property of the Seller; or
receives a written demand from the Seller to pay overdue sums owed to the Seller,
then the Buyer’s consent from the Seller to do the acts referred to in Condition 10 Paragraph 4 shall determine and be deemed to have determined forthwith and the Buyer shall not thereafter sell or use the Goods or any other goods belonging to the Seller, save with the consent in writing of the Seller, until the Seller has been paid in full in accordance with Condition 10 Paragraphs 2 and 3
The Buyer shall ensure that in the event of any re-sale of the Goods in accordance with Condition 10 Paragraph 4 the contract of sale between the Buyer and its purchaser shall contain a retention of ownership clause which will have the same effect for the Buyer as Condition 9.Paragraph 1 has for the Seller.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) 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 and repossess the Goods.
Where the property in the Goods has not passed the Seller may nevertheless maintain an action against the Buyer for the purchase price and all other monies owing to the Seller in relation to the Goods notwithstanding Section 49 of the Sale of Goods Act 1979.
11. WARRANTIES AND LIABILITY
Subject to the terms and conditions set out in this Condition 11, the Seller Warrants to the Buyer that the Goods will correspond with their specification at the time of delivery.
The warranty in Condition 12.Paragraph 1 above is given by the Seller subject to the following conditions:
the Seller shall be under no liability in respect of any defect in the quality or condition of the Goods or their failure to meet specification the Buyer’s claim is notified to the Seller within reasonable time after the date upon which such defect or failure was or should reasonably have been discovered and the allegedly defective Goods are returned at the risk and expense of the Buyer to the Seller forthwith;
if Goods in anyway defective in quality condition or specification they should be immediately notified to the Seller and returned at the Buyers expense for investigation;
the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing or specification supplied by the Buyer:
the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, misuse or alteration or repair of the Goods without the Seller’s approval.
the Seller shall be under no liability under such warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
such warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller but not limited to brackets, chains and locks.
The Seller’s warranty is for five years against defects of manufacturer roto moulded product. This warranty excludes all ancillary items manufactured by third parties including but not limited to locks for bins, matting, chains and brackets for planters for which any third-party manufacturer warranty shall apply.
Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.
Where any valid claim in respect of any Goods or part(s) thereof based on any defect in the quality or condition of the Goods or part(s) thereof o their failure to meet specification or perform is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to repair or replace the Goods (or the part (s) in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods( or an proportionate part of the price) but the Seller shall have no further liability to the Buyer.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
12. NATURE OF THE GOODS
The Consumer Rights Act 2015 gives you certain legal rights (also known as statutory rights’) for example, the Goods:
are of a satisfactory quality
are fit for purpose
match the description, sample or model; and
are installed properly (if we install any Goods).
We must provide you with Goods that comply with your legal rights.
The packaging of the Goods may be different from that shown in our brochure.
While we try to make sure that:
all weights, sizes and measurements set out in our brochure are as accurate as possible, there may be a small tolerance in such weights, sizes and measurements; and
the colours of our Goods are reproduced as accurately as possible in the brochure, the actual colours that you see on delivery may vary slightly.
Any Goods sold:
at discount prices;
will be identified and sold as such. Please check that they are of a satisfactory quality for their intended use.
If we cannot supply certain Goods, we may need to substitute them with alternative Goods of equal or better standard and value. In this case:
we will let you know if we intend to do this, but this may not always be possible; and
you can refuse to accept such substitutes; in which case we will offer you a refund or a replacement and let you know how long such an offer remains open.
13. CONSUMER RIGHTS
Nothing in this Contract or otherwise when dealing with us as a consumer affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
14. TRADEMARKS, PATENTS AND OTHER INDUSTRIAL RIGHTS
If any claim is made against the Buyer alleging that Goods infringe any Patent rights, registered designs, copyright or other industrial property rights of another then: -the Buyer shall forthwith notify the Seller with full particulars; and payment for work done shall become due within 30 days from notification and work will cease until the issue has been resolved.
The Buyer shall indemnify the Seller against all action’s costs (including Cost of defending legal proceedings) claims proceedings and demands in respect of any infringement or alleged infringement by the Seller of patent rights registered design copyright design rights intellectual property rights or other industrial rights attributable to the Seller complying with any special instructions from or requirements of the Buyer relating to the Goods.
The copyright in all drawings and documents (including in electronic form) and all other intellectual property in any Goods designed specifically for a buyer provided to the Buyer by the Seller shall remain vested in the Seller but the Buyer shall have a license to copy and use such drawings and documents for the purposes for which they were provided. In the event of the Client being in default of payment of any fees or other amounts due under this Agreement, the Seller may revoke the license herein granted. The Seller shall not be liable for the use by any person of any such drawings or documents for any purpose other than that for which the same were provided by the Seller.
The Seller warrants to the Buyer that in the performance of any Services it has not and will not (and will procure that none of its employees, agents or sub-consultants will) knowingly infringe any copyright or other intellectual property or design rights or copy wholly or substantially the work or designs of any third party and the Seller shall be liable to and indemnify the Buyer against any and all costs claims fees damages losses or expenses which the Buyer suffers or incurs:
by reason of any infringement of copyright, intellectual property or design rights by the Seller, its employees, agents or sub-consultants; and/or
in the event that the rights granted by the Seller pursuant to Condition 15 are at any time determined by a court of law to be invalid, ineffective or impaired in any way.
Save to the extent required by law or where such matters are already within the public domain or where strictly necessary for the proper performance of the Services hereunder, both parties shall keep confidential and not without the prior written consent of both parties disclose to any person or make use of any information of a confidential nature relating to the Seller, the Project the Goods or this Agreement or any other Project related agreement disclosed and/or acquired by the Buyer.
Any notice given hereunder must be in writing and may be affected by personal delivery, or by prepaid first-class post and (subject, in each case, to proof that such notice was properly addressed and despatched) shall be deemed to have been duly given or made if delivered by hand upon delivery at the address of the relevant party, and if effected by post 48 hours after the date of posting. Notice may also be given by email with emails being sent to firstname.lastname@example.org.
16. NO ASSIGNMENT
The Contract shall be personal to the Buyer and shall not nor shall any rights under it be assigned by the Buyer without the written consent of the Seller.
17. NO WAIVER
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
18. GOVERNING LAW
The Contract (and these Conditions) shall be governed by and construed in accordance with the laws of England, and the parties herby submit to the exclusive jurisdiction of the English Courts.
If any provision of the Contract (or of these Conditions) is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract (or of these Conditions and the remainder of the provision in question shall not be affected thereby.