These terms and conditions shall apply to all orders acknowledgements of order quotations and any other sales and supplies of the Company’s goods and services to the exclusion of any inconsistent terms and conditions proposed by the Purchaser unless the latter are specifically accepted in writing on behalf of the Company. The Purchaser should note that the Company’s agents salesmen and representatives have no authority to agree or accept any amendment or alteration to these General Terms and Conditions.
All contracts shall be governed by English Law.
These General Terms and Conditions shall apply in substitution for all previous General Terms and Conditions and terms upon which the Company and the Purchaser shall have carried on business and shall represent the Terms and Conditions of the agreement between the Company and the Purchaser in conjunction with any further terms and conditions which are expressly agreed and made or evidenced in writing (and in the event of any inconsistency such further terms shall prevail) but to the exclusion of any previous course of dealing trade custom practice or usage.
Subject to clause 3 hereof quotations are open to acceptance in writing by a Purchaser for a period of thirty days from the date of the quotation. After this period of thirty days has expired the tender will be deemed to have been withdrawn unless otherwise agreed in writing on behalf of the Company.
Notwithstanding any offer quotation tender or price list orders can only be accepted subject to the condition that goods will be invoiced at the Company’s prices ruling at the date of despatch.
All prices quoted are subject to the addition of V.A.T. at the rate in existence at the date of supply as defined by statute.
TERMS OF PAYMENT
Except where goods are supplied on credit the Company will not despatch the goods to the Purchaser until payment in full has been received by the Company in respect of the goods and any delivery or carriage charges payable by the Purchaser.
Where goods are supplied on credit all invoices for goods together with all delivery packaging ex-works delivery or other charges for which the Purchaser is liable shall become due on the earlier of:-
Thirty days from the date of delivery of the goods (and in the absence of a delivery note from the date of despatch of an invoice) or
the day when invoices previously rendered by the Company to the Purchaser become overdue for payment.
Where services are provided all invoices in respect of the carrying out of the services shall become due on the earlier of:-
thirty days from the date of the invoice or
the day when invoices previously rendered by the Company to the Purchaser become overdue for payment.
Where the contract (whether for goods or services) is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment, delivery or part shall be made as if the same constituted a separate contract.
Where the contract is wholly or partly for the provision of services and the Company has expressly and in writing reserved the right to require payment on account it shall be entitled to request payment of a sum that fairly reflects the cost or part of the cost of carrying out its obligations under the contract. Such request shall be made by invoice and payment shall be made in accordance with this clause.
Where payment is not made on the due date whether credit facilities have been allowed or not and without prejudice to any other rights which the Company may have arising from non-payment the following rules shall apply:-
The Company may charge interest on the overdue amount at the rate of 2% per calendar month calculated from day to day and compounded on a calendar monthly basis from the date the payment becomes due until the date the Company receives payment.
The Company may treat any or all other agreements between the Company and the Purchaser as repudiated without prejudice to any other remedies the Company may have in respect of the non-payment by the Purchaser.
The Company may refuse to carry out any other work or supply any other goods to the Purchaser until all payments due or deemed due pursuant to this clause including any interest accrued under paragraph (i) above have been satisfied.
The Purchaser shall not be entitled:-
to withhold payment of any amount payable pursuant to this contract because of any disputed claim of the Purchaser in respect of defective goods or workmanship or any other alleged breach of contract.
to set off against any amounts payable pursuant to the contract any monies which are not then presently payable by the Company or for which the Company disputes liability.
Payment of all invoices should be made by crossed cheque to the Company’s Head Office and it should be noted that no agent salesman or representative has authority to accept or give a receipt for the payment of invoices.
The company reserves the right to withdraw credit facilities at any time without giving a reason and thereafter all transactions between the Purchaser and the Company shall go on the basis laid down in sub-clause (a) of this clause 4.
The Company reserves the right to suspend or to refuse to carry out any further work or deliveries or to rescind any existing contracts between the company and the Purchaser for the delivery of goods or provision of services if the Purchaser enters into liquidation bankruptcy or has a Receiver appointed or the Company in its absolute discretion considers that the Purchaser will be unable or unwilling to pay for such further work or deliveries.
Unless otherwise agreed the Company shall have the right to determine the method of delivery of the goods. The cost of such delivery plus an addition to cover packaging costs will be charged to the Purchaser.
When goods are offered for delivery to site the Company’s obligations will be to deliver as near as possible to the site as hard roads permit and not further or otherwise. The Purchaser is to provide free of charge the labour required for off-loading and all necessary lifting equipment. The company will not be liable for any damage or loss caused. The Purchaser shall compensate the Company for any loss or damage suffered by the Company as a result of the Purchaser’s failure to comply with this condition.
The Company will endeavour to deliver the goods and/or provide the service on the dates (if any) specified by its duly authorised representatives but in all cases any dates given for delivery or provision of services are estimates only and the Company will not be liable for any loss damage or expense suffered by the Purchaser as a result of the Company’s failure to deliver the goods or supply the services on any specified date or at any specified time.
The Purchaser shall accept delivery by instalments if required to do so by the Company.
Where goods are supplied to the Company subject to ex-works delivery charges levied by the manufacturer on the Company the Purchaser shall reimburse the Company the amount of the ex-works delivery charges together with the cost of delivery from the Company’s warehouse to the Purchaser’s premises.
GOODS LOST/DAMAGED IN TRANSIT/OR SHORT DELIVERED
The Company must be notified of non-delivery of goods within a reasonable period after the discovery that they have not been delivered.
The Company will only consider replacing the goods lost or damaged in transit on the proviso that the Purchaser has acted in accordance with clause 6 (a).
If goods are damaged in transit or short delivered the Company must be notified within seven days of receiving the goods. If the Purchaser shall fail to give such notice within the specified period the goods shall be deemed to be in all respects in accordance with the contract and the Purchaser shall be deemed to have accepted the same and be bound to pay accordingly.
RETURN OF GOODS FOR CREDIT
The company will not accept goods returned for credit unless previously agreed in writing by the Company.
Before consideration can be given to the acceptance of goods returned for credit the Purchaser must provide the date of original supply and the invoice number on which they were charged.
The Company reserves the right:-
to refuse to accept any goods which are not in their original condition
to make a re-stocking charge of not less than 20% of the sale price of the goods for accepting goods returned for credit to cover administration and other costs involved unless alternative arrangements have been previously agreed by the Company in writing.
If goods are returned for credit without any prior agreement in writing with the Company as provided for in sub-section (a) of this clause the Company does not accept any responsibility for any damage caused to the goods or loss suffered while the goods are in the possession of the Company.
(a) Goods supplied by the Company to the Purchaser shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the Company the full price of the goods set out in the invoice delivered to the Purchaser in respect of the goods. (b) Until title in the goods has passed to the Purchaser the Company shall be entitled to enter upon any premised of the Purchaser for the purpose of removing its goods or any part of them. (c) (i) The risk in the goods shall pass to the Purchaser when:-
the goods leave the Company’s premises:
the Company renders an invoice in respect of the goods whichever is the earlier date.
From the date on which risk in the goods passes in accordance with paragraph (I) until the date when property passes in accordance with sub-clause (a) the Purchaser shall insure the goods to their full value against all insurable risks with a reputable insurance company and shall produce to the Company if demanded evidence to the satisfaction of the Company that such insurance has been effected.
WARRANTIES/REPRESENTATIONS/LIMIT OF LIABILITY
Where goods are supplied in a defective state by reason of faulty design manufacture materials or workmanship and the Company is notified thereof in accordance with clause 6 hereof, the Company will remedy the defect either by repairing or replacing the goods or by refunding the purchase price and the Company shall have the right to determine the means of remedy.
Where services in the nature of repair or maintenance are provided the Company warrants that the work relating thereto shall be effective for a period of thirty days from the date that the work is completed.
The implied warranties and conditions in sections 13,14 and 15 of the Sales of Goods Act 1893 or any statutory amendment or re-enactment thereof or of any other statute incorporating either express or by implication such warranties and conditions or any similar warranties and conditions and any other condition or warranty implied by trade custom statute common law and usage or otherwise are hereby expressly excluded.
No liability is accepted for any direct or indirect costs damages or expenses relating to damaged property or injury or loss to any person firm or company or for any loss of profits or production or any consequential or other loss arising out of or occasioned by any defects in or failure of the goods or materials or parts thereof supplied by or services rendered by the Company.
The liability of the company for any order for goods and services is limited to the remedies expressed in sub-clauses (a) and (b) hereof and any remedies that are either expressed or implied by statute and that cannot be excluded by express agreement.
The company’s liability whether in respect of one claim or an aggregate of claims arising out of any contract shall not exceed the purchase price payable under the contract or order and the Company accepts no liability for any consequential or other loss whatsoever
The Purchaser admits that he has not relied on any representations in entering into this contract other than express written representations made by the Company
MINIMUM ORDER CHARGE
The company reserves the right to apply a minimum order charge which shall be not less that £!5. excluding carriage costs and V.A.T.
The Company reserves the right to refuse to give any discount against the price chargeable to the Purchaser pursuant to clause 3 where the value of the order placed by the Purchaser is less than £20 excluding V.A.T. and delivery charges
Goods offered ex-stock are subject to prior sale
Contracts and orders may be cancelled by the Purchaser only with the Company’s written agreement and the Company retains the right to charge a cancellation fee
The Company’s offer does not provide for the unloading of equipment upon arrival at site. The Purchaser is expected to have suitable unloading equipment including all necessary lifting equipment and labour. The Purchaser will reimburse the Company for any loss or damage suffered as a result of the Purchaser’s failure to comply with this condition
The Company reserves the right to render an interim invoice or invoices in respect of work done up to the date of such invoice or invoices at any time during the term of any contract for the provision of services and each such invoice shall be payable in accordance with the terms of Clause 4 (c) hereof
If interruptions in the initial work programme are experienced then the Company will charge for the additional journeys to and from site at normal day work rates to include labour mileage accommodation and plant hire plus any other loss damage or expenses incurred as a result of the interruption
The company shall not be liable for any loss damage or expense suffered by the Purchaser if any contract is not completed within the time provided in the contract. It should be noted that although the Company will endeavour to complete contracts within any time limits given these are estimates only
The Purchaser shall be liable for and shall indemnify the Company against any liability loss claim or proceedings whatsoever arising under any statute or at common law in respect of any personal injury to or the death of any person whomsoever arising out of or in the course of or caused by the carrying out of the work on site by the Company unless due to any act or neglect of the Company or of any person for whom the Company is responsible
The Purchaser shall be liable for and shall indemnify the Company against any expense liability loss claim or proceedings in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or by reason of the carrying out of the works on site unless the same shall be due to any act or neglect of the Company or of any person for whom the Company is responsible
Without prejudice to the Purchaser’s liability to indemnify the Company pursuant to sub-clauses (h) and (I) of this condition 13 the Purchaser shall maintain and shall cause any sub-contractor to maintain such insurance as is necessary to cover the liability of the contractor and any sub-contractor in respect of personal injuries or death or damage to property real or personal arising out of or in the course of or caused by the carrying out of the contract work for which the Purchaser is liable pursuant to this clause 13 and further the Purchaser shall be responsible for and warrant that the site at which any contract work is to be carried out shall be fully in accordance with the provisions of all statutes regulations statutory instruments codes of practice or other provisions whatsoever relating to the carrying on of works on such a site and in particular observes all safety regulations in relation thereto. The Purchaser shall indemnify the Company against any expense liability loss claim or proceedings arising from a breach of this condition
This sub-clause shall apply where a situation arises during the currency of work carried out by the Company that reasonably requires it to seek certain authority of the Purchaser in relation to the contract and work or any matter incidental or consequential to it. In that event the Company may act in the best interests of the Purchaser in all the circumstances if it finds that the Purchaser is unavailable to give or refuse authority and if it considers that it would be detrimental to the Purchaser by waiting further to seek such authority. This provision shall permit the Company to infer the consent of the Purchaser to a variation of the contract provided that it acts in good faith and strictly in accordance with the provisions of this sub-clause
HIRE OF EQUIPMENT
This clause shall apply where the contract consists of or includes the hire of equipment
Clauses 6, 7, 8, 9, 10, 11, 13, 15 and 16 shall not apply in relation to the hire of equipment
Subject to any agreement to the contrary, the Company shall provide the equipment in work order
The Purchaser shall not interfere with or adjust the equipment other than by operating it in a proper manner and the Purchaser shall keep the Company indemnified against all loss and damage to the equipment caused by wilful or negligent misuse of it
The Purchaser shall not sell or offer for sale, mortgage, pledge, underlet, lend or otherwise deal with or part with possession of the equipment or any part thereof
The Purchaser shall be responsible for the safety use serviceability and cleanliness of the equipment at all times and shall inform the Company of any defect, deficiency or damage (whether to or by the equipment) as soon as the same arises and shall not undertake any repair
The Purchaser shall allow the Company its employees and agents access to inspect or repair the equipment at all reasonable times and in default following reasonable notice the Company may treat the equipment as lost and Purchaser as liable to replace the same
The Purchaser shall pay for rectification, cleaning and any other loss or damage and in the event that the same cannot be rectified by repair then payment shall be for replacement. Hire charges shall continue until settlement
The Purchaser shall insure the equipment against all risks on a new for old basis and shall hold any claim settlement on trust for payment on demand
The Company shall not be liable for any costs damages or expenses relating to the equipment arising from any loss damage or injury suffered by any party
The Purchaser shall be responsible for unloading of equipment upon arrival at site and shall reimburse the Company for any loss or damage suffered by the default of the Purchaser
The Company may determine the hiring at any time without notice:-
Upon the Purchaser making default in the punctual payment of any sum properly due or in the compliance or observance of these terms and conditions
Upon the making of a Receiving Order in Bankruptcy against the Purchaser, calling a meeting of his creditors or executing any assignment for their benefit or upon the Purchaser (being a limited company) going into liquidation except for the purpose of reconstruction or amalgamation or suffering a Receiver to be appointed of any of its assets
Upon any execution or distress being levied upon the Purchaser
and in any such case the Company may re-take possession of the equipment and for this purpose may enter upon the premises where the equipment is situated and such determination by the Company shall not affect the right to recover any money due at the time of such determination or to recover damages for any breach of contract before such determination
GOODS NOT BELONGING TO THE COMPANY
The Company does not accept responsibility or liability for any loss or damage suffered by goods belonging to the Purchaser while such goods are in the Company’s possession unless such loss or damage arises as a result of the deliberate acts or negligence of the Company its servants or agents
Where the Company provides advice to the Purchaser in connection with the application of equipment supplied by the Company or the incorporation of such equipment into the Purchaser’s existing systems or circuits such advice is given to the best of the Company’s knowledge and expertise in order to assist the Purchaser but the Company does not accept liability or responsibility for the performance and operation of the system as a whole only for the parts actually supplied by the Company under the contract (subject to these General Terms and Conditions).The Purchaser should at all times take all necessary steps to ensure that any such system or circuit as a whole is safe and that it is fit for the purpose for which it is required
Where the Purchaser expressly requires the Company to enter into a sub-contract with any other party for the provision of goods or services and the Company duly does so, there shall be no liability on the part of the Company for any loss or damage suffered by the Purchaser as a result of any acts or omissions on the part of the sub-contractor unless they were expressly or impliedly authorised by the Company or unless the Company was negligent in the manner in which it allowed the sub-contractor to discharge its contractual obligations
Any indulgence granted by the Company to the Purchaser or any waiver by the Company of its rights under these conditions in respect of any particular matter or series of matters, shall be deemed not to be a waiver of the Company’s right in respect of any further matters
CONFLICT OF TERMS AND CONDITIONS
If the Purchaser acts on the basis of his own standard conditions of purchase then these General Terms and Conditions shall prevail in all circumstances where there is a difference unless otherwise agreed in writing on behalf of the Company
In these Terms and Conditions we, Air Controls & Compressors, refers to:-
Air Controls and Compressors Ltd
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