June 2014 Access Ladders Uk Ltd will only accept orders for materials on the below conditions
i. Any variations must be presented in writing to the company for consideration, only written confirmation from ourselves detailing these changes can become part of the contract.
ii. The conditions set out below constitute the entire agreement between both us and you in respect of the goods and supersede any earlier arrangements or understandings made between both parties in respect of the goods. You are acknowledging that in instructing us to supply the goods you do not do so on the basis of any representation, warranty or any provision not expressly contained within these conditions. Any failure on our behalf to enforce a breach of the conditions by you shall not be deemed to be a waiver of any subsequent breach of these conditions that you make. If at any time it is found that any one or more of these conditions are held to be unenforceable, illegal or invalid in any respect, this shall not have any affect on the remaining conditions which are still to continue and be in full effect. No part of this agreement shall be seen to create a partnership nor a joint venture between us and you or the relationship of principle and agent or employer and employee. These conditions are to be governed by English law and both parties agree to submit exclusively to the jurisdiction of the English courts. We shall be in agreement that no third party shall be afforded any rights under these conditions.
Orders placed with ourselves constitute an offer capable of acceptance by us. We are not obliged to accept an order and can refuse without giving reason. You have the right to cancel an order at any time up until confirmation of order, however this does not apply should the order be for goods that are customised to meet your particular requirements. Each order, if accepted by ourselves shall constitute a separate severable contract.
Unless otherwise expressed, our charges shall exclude VAT at the prevailing rate. You agree to pay our charges within 30 days of the date on your invoice without deduction or set off. Should you fail to do so we may, without prejudice to any other right or remedy available to us, charge interest under section 69 of the County Courts Act 1984 at the rate of 8% per annum and continuing at the same rate up to the date of judgment or earlier payment. If you fail to pay us the charges as set out, we may, without prejudice to any other right or remedy available to us, suspend any delivery or cancel any other contracts that exist between us. We can sue for any charges due to us for any goods that we have agreed to sell to you pursuant to a confirmation of order. We reserve the right to increase the charges with prior notice to yourselves if for any reason the price of the goods increases between confirmation and delivery. We reserve the right to ask for payment upfront without giving reason.
All material is subject to availability and we reserve the right to substitute them with goods of an equal standard and equivalent functionality without notice.
If upon delivery the goods appear to be visibly damaged you must notify the carrier immediately that you will not accept delivery, failure to do so means you forfeit the right to reject the goods for visible damage.
If the goods were ordered in error or are no longer required they may be returned providing that you advise us in writing within 24 hours of accepting the delivery and that the goods are not customised for your requirements. The goods must be undamaged and unused in their original packaging and sent back to our warehouse within 2 working days of your notification to do so. All costs associated with returning the goods are to be absorbed by yourselves. We reserve the right to charge a restocking fee which will be an amount equivalent to 25% of the price payable by yourselves, in respect of the returned goods, as well as the carriage cost for returning the goods.
Delivery time is an estimation only and it is given in good faith. If it is not possible for the delivery to be made for whatever reason, including but not limited to your being away from the premises or the premises being inaccessible, you will be held liable to cover the costs of storage and administration charges. Should you wish to cancel or reschedule your order, you agree to cover any storage and administration costs that may apply and give reasonable notice in writing. We will not be held liable for any loss, including but not limited to, loss of profit, costs, damages and charges or expenses caused either directly or indirectly by a delayed delivery even if caused by our negligence.
vii. RISK AND TITLE
Risk of damage to or loss of goods shall pass to you upon delivery. Title in the goods shall not pass to you until we have received cleared funds in full of all the charges which are due or become due to us from you on any account. Until ownership of the goods has passed over to you, you must adhere to the following:
- Hold the goods on a fiduciary as our bailee
- Store the goods, not at our expense, separately to any other goods so that they remain identifiable as our property.
- You must not deface, obscure or destroy any mark of packaging on the goods or relating to them.
- Maintain the goods in a satisfactory condition and keep them insured, to the full value, on our behalf, against all risks to our reasonable satisfaction. The insurance policy should be able to be produced to us should we require it. *The proceeds of the insurance should be held on trust for us and not be mixed with any other monies nor payed into any overdrawn bank account.
- You have the right to resell the goods before ownership has passed to you solely on the following conditions:
- Any sale shall be effected in the ordinary course of your business at full market value and you shall hold such part of the proceeds of sale as represent the amount owed by you to us on behalf of us and you shall account to us accordingly. Any sale made shall be a sale of our property and you shall deal as our agent when making the sale.
- Your right to the possession of the goods shall terminate immediately if:
- You make a voluntary agreement under part 1 of the Insolvency Act 1986, or make or propose any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors
- If you are the subject of an administration order under the Insolvency Act 1986
- You shall enter into administrative receivership
- You are the subject of a resolution for voluntary winding up otherwise than for the purpose of amalgamation or reconstruction when solvent
- You have a winding up order made against you
- You are unable to pay youre debts within the meaning of Section 123 of the Insolvency Act 1986
- You have an encumbrancer taking possession of any of your assets
- You cease to or threaten to cease to exist
- In relation to you there occurs in any jurisdiction any event or process (called by whatever name) equivalent or similar to any event or process mentioned above.
- You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where your right to possession have terminated, to recover them.
viii. FORCE MAJEURE
We will not be liable for failure of delivery, in either part or whole, due to circumstances beyond our reasonable control. If delivery is to be delayed due to an event beyond our reasonable control we endeavour to notify you immediately with that reason and you agree to give us an extension to effect delivery as is reasonable in the circumstances.
You do not have the right to assign, transfer or charge any of your rights or obligations under any contract without prior written consent from ourselves. We may assign and/or sub-contract any contract at any time.
x. SUSPENSION AND/OR TERMINATION OF CONTRACT
It is within our discretion to suspend a delivery and/or terminate any contract immediately on notice to you if:
- You pass a resolution for winding up (except for amalgamation or reconstruction of a solvent company) or if any court makes an order to that effect or if you have a receiver or administrator appointed over all or any of your assets or businesses or should you cease or threaten to cease to carry on business.
- You are in material breach of any of these conditions.
- We are unable to effect delivery due to events beyond our reasonable control
- Termination of any contract between us shall not affect your liability to pay us, without deduction or set off, charges due for goods which we have effected delivery. If upon termination of contract we owe you any money we reserve the right to off-set such sums against outstanding charges that you owe us.
xi. LIMITATION AND LIABILITY
Our total liability to you for a breach of the conditions or for negligence in the course of supplying goods to you shall be limited to the repair or replacement of any goods giving rise to your claim or at our option an amount equivalent to the charges (or proportion of the charges) that you have paid us for goods giving rise to your claim. We will not be held liable for the following loss or damage howsoever caused even if it foreseeable by us: loss of profits, business, revenue, goodwill, anticipated savings, data, corruption of data, whether sustained by you or a third party and/or special indirect or consequential loss whether suffered by you or another third party.