Terms & Conditions
1.1 In these Conditions:
“BUYER” means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.
“GOODS” means the Goods (including any instalment of the Goods or any parts for them)which the Company is to supply in accordance with these Terms.
“COMPANY” means Allsop & Pitts Limited seller of the Goods.
“TERMS” means these terms and conditions of sale and (unless the context otherwise requires) includes any special Terms or Conditions agreed in writing between the Buyer and the Company.
2. THE SALE
2.1 The Company shall sell and the Buyer shall purchase the Goods in accordance with any quotation of the Company which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Company, subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 No variation to these Terms shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Company.
2.3 Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.4 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing and signed by an officer of the Company. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claims or breach of any such representations which are not so confirmed.
3. ORDERS, DESIGNS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative.
3.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the Terms of any order (including any applicable design or specification) submitted by the Buyer, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with the Terms.
3.3 The quantity, quality and description and any specification for the Goods shall be those set out in the Company’s quotation (if accepted by the Buyer) or the Buyer’s orders (if accepted by the Company).
3.4 All drawings and specifications prepared by the Company shall remain its property. No copies or extracts may be taken without the Company’s consent. The Company reserve the right to charge for drawings.
3.5 No order which has been accepted by the Company may be cancelled by the Buyer exceptwith the agreement in writing of the Company and on Terms that the Buyer shall indemnify the Company in full against all loss (including loss of profits), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
Any deposit paid to the Company will not be refundable to the extent it represents the Company’s reasonable estimation of its losses.
4.1 Except as otherwise stated under the Terms of any quotation of the Company all prices are given by the Company on an ex-works basis, and where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.
4.2 If the Company incurs any costs (including storage charges) as a result of the Buyer’s neglect or default, the Buyer shall pay these costs in addition to the price.
4.3 The Company 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 costs to the Company which is due to any factor beyond the control of the Company (such as, without limitation, a foreign exchange fluctuation, currency regulation, authorisation of duties, significant increase in both costs of subcontract labour, materials or any other costs of manufacture), or other changes in delivery dates, quantities or specifications for the Goods which is requested by the Buyer.
4.4 All prices are exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Company.
5.1 The Company shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods (without any deduction) upon delivery unless paragraph 5.2.1 applies or the Company shall have agreed to give credit then the price shall be paid within 28 days of invoice date although delivery may not have taken place and the property and the Goods has not passed to the Buyer . The time of payment of the price shall be of the essence of the Contract.
5.2.1 The Buyer, if purchasing via the internet, who does not hold an authorised credit account facility with the Company will be required to pay for the Goods prior to delivery. The Company reserves the right to request cleared funds prior to delivery depending on the nature and the amount of the Goods ordered.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
(i) cancel the contract or suspend any further deliveries to the Buyer.
(ii) appropriate any payments made by the Buyer to such of the Goods (or the Goods supplied under any other Contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer) and
(iii) charge the Buyer interest (both before and after any judgment) on the amount unpaid at 2% above Lloyds Bank Plc base rate from time to time. Such interest is deemed to accrue on a day to day basis from and including the day of payment.
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Company’s premises at any time after the Company has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company by the Company delivering the Goods to that place.
6.2 Delivery of the Goods by the Company will be made by tail-lift to the Buyer’s door only, on the ground floor, by one person, unless otherwise agreed.
6.3 Delivery dates mentioned in any quotation, order or other document are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date on giving a reasonable notice to the Buyer.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of these instalments in accordance with the terms of sale or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
6.5 If the Company fails to deliver the Goods for any reason other than cause beyond the Company’s reasonable control or the Buyer’s fault, and the Company is accordingly liable to the Buyer, the Company’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Company 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 Company’s fault) then, without prejudice to any other rights or remedy available to the Company, the Company may:
(i) store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) for storage; or
(ii) sell the Goods at the best price readily available and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.
6.7.1 The Buyer is under a duty to inspect the Goods on delivery (or on collection by the Buyer, if appropriate) wherever it is possible to do so.
6.7.2 If inspection is impossible the Buyer must write on the delivery (or collection) note “Goods not examined”.
6.7.3 If the Goods are found to be damaged or defective the Buyer must contact the Company within 48 hours of delivery.
7. RETURN OF GOODS
7.1 Any Goods which have been specially made or specially ordered for a Buyer are non-returnable unless defective. All other Goods will incur a 20% restocking charge and carriage back to the Company.
7.2 Any Goods which are returned will only be accepted, subject to the above, within 7 days of delivery to the Buyer provided that the Goods are returned unused, in perfect condition and in the original packaging.
7.3 The Buyer must contact the Company for authorisation to return Goods. Any Goods returned to the Company without authorisation or which are not within the conditions set out above will be rejected and returned to the Buyer at their cost.
8. RISK AND TITLE
8.1 Risk shall pass to the Buyer so that the Buyer is responsible for all loss damage or deterioration to the goods:—
8.1.1. if the Company delivers the goods by its own transport or in accordance with the specific contractual obligation arranges transport for the goods at the time when the goods or a relevant part thereof arrive at the place of delivery or
8.1.2 in all other circumstances at the time when the goods or a consignment or other part thereof leaves the premises of the Company or if earlier any airport or forwarding agents office.
8.2 Title to the goods or any relevant part thereof shall only pass to the Customer upon the happening of any one of the following events:—
8.2.1 the Customer has paid the Company all sums due and payable by it to the Company under this contract and all other prior contracts between the Company and the Customer or,
8.2.2 when the Company serves on the Customer notice in writing specifying that title in the goods or such part thereof has passed.
8.3 The Company may recover goods in respect of which title has not passed to the Customer at any time and the Customer hereby licenses the Company its officers employees and agents to enter upon any premises of the Customer for the purpose either of satisfying itself that Condition 8.4 below is being complied with by the Customer or of recovering any goods in respect of which property has not passed to the Customer.
8.4 Until title to the goods has passed to the Customer pursuant to the terms hereof it shall possess the goods as a bailee of the Company on the terms of this Contract. If the Company so requires the Customer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Company.
8.5 The Customer shall only be at liberty to sell the goods or any of them, whether in their original state of combined with other goods, prior to the passing of title on the understanding that if the Customer does sell the goods then the Customer will hold the whole of the proceeds of sale received by it including the proceeds of sale of other goods combined with the goods on trust for the Company. The Company will after all sums owing to the Customer under this contract and any other sums owing by the Customer to the Company under any other contract or contracts in existence between the Company and the Customer at the date of this contract (whether or not such sums are then due for payment), have been settled out of the trust fund account to the customer for surplus sums included in the trust fund.
9.1 Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of their initial use or twelve months from delivery, whichever is the first to expire. Replacement parts are covered of a period of three months on the same basis.
9.2 The above warranty is given by the Company subject to the following conditions:
(i) the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design of specification supplied by the Buyer;
(ii) the Company shall be under no liability in respect of any defects from fair wear or tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Company’s approval or failure to allow the installation of the equipment by the Company’s engineers;
(iii) the Company shall be under no liability under the above 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;
(iv) the above warranty does not supersede any manufacturers warranty.
(v) The Company shall be under no liability under the above warranty if the Goods are not serviced and maintained in accordance with manufacturers’ and Health and Safety Executive recommendations;
(vi) The above warranty does not extend to any glass, door seals, bulbs and consumables supplied by the Company as part of the Goods or otherwise.
(vii) Warranty on replacement parts is only valid provided they are fitted by the company’s own engineers.
(viii) Failure to replace parts on the buyers insistence will carry an additional charge if found to be the cause of the goods breaking down.
10. EXCLUSION AND LIMITATION OF LIABILITY
IMPORTANT: As the potential losses which the Buyer might suffer as a result of any breach of contract by the Company are more readily ascertainable by the Buyer, AND since such losses can be wholly disproportionate to the contract value to enable the Company keep the price as low as reasonably possible it is agreed that the Company limit its liability in accordance with the following provisions:
10.1 Subject as expressly provided in the Terms of sale, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other Terms applied by statute or common law are excluded.
10.2 Where the Goods are sold under a transaction with a consumer the statutory rights of the Buyer are not affected by these conditions.
10.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond to the specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within three days from the date of delivery or (whether defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure if delivery is not refused and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, then the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the contract.
10.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Buyer.
10.5 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation or implied warranty, condition or other Term or any duty at common law or under the express Terms of the contract, for any consequential loss or damage (whether for loss of profit, loss of contracts, damage to property of the Buyer, costs, expense or other claims with consequential compensation whatsoever which arise out of or in connection with the supply of the Goods, their use or re-sale by the Buyer.
10.6 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.
10.7 The company cannot be held responsible for any losses incurred by the buyer in connection with the breakdown or failure of goods.
11. INDEMNITY — CONSUMER PROTECTION ACT 1987
Where the Company incurs any liability, whether by Court proceedings or by a bona fide out of Court settlement (or by arbitration under Clause 13.3), as a result of the claims against the Company under the Consumer Protection Act 1987 in respect of an alleged defect in the Goods, then the Buyer shall indemnify the Company against the liability.
12. TERMINATION OF CONTRACT
12.1 If the Buyer being a Company:
12.1.1 has a petition presented for its winding-up, or
12.1.2 passes a resolution for voluntary winding-up rather than for the purpose of a bona fide amalgamation or reconstruction, or
12.1.3 compounds with its creditors, or
12.1.4 has a receiver appointed of all or any of its assets; or
12.1.5 ceases, or threatens to cease, to carry on business; or
12.2 being an individual or partnership:
12.2.1 becomes bankrupt or insolvent, or
12.2.2 enters into any arrangements with its creditors, or
12.2.3 ceases, or threatens to cease to carry on business; or
12.3 in either case, commits a serious breach of this agreement (and in the case of such a breach being remediable, or fails to remedy it within seven days after receiving notice to do so), then the Company may treat the Contract as being at an end.
13.1 Any notice required or permitted to be given by either party to the other under these Terms shall in writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.
13.2 No waiver by the Company 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.
13.3 Any dispute arising under or in connection with these Terms or the sale of the Goods shall be referred in accordance with the provisions of the Arbitration Acts 1950–1979 and any statutory modification or re-enactment thereof for the time being in force to a single arbitrator to be appointed by agreement between the Company and the Buyer or in default of agreement by the President for the time being of and under the arbitration rules of the Chartered Institute of Arbitrators.
13.4 The Contract shall be governed by the laws of England.