These are the standard terms and conditions of Architen Landrell Manufacturing Limited.
1. Definitions:
In these terms and conditions (“Conditions”),
“Company” means Architen Landrell Manufacturing Limited
“Contract” means the contract between the Company and the customer for the supply of the Goods and /or Services
“Customer” means the party who enters into the a Contract for the supply of goods and /or services
“Goods” mean the goods which the Company is to supply in accordance with the Contract
“Services” are the services which the Company is to supply in accordance with the Contract
2. Orders:
(a) No Contract is made or deemed to be made with the Company until an acknowledgement in writing of such Contract has been made by the Company to the Customer.
(b) The Company shall sell and the Customer shall purchase the Goods and/or Services in accordance with these Conditions which shall govern the Contract to the exclusion of all other terms and conditions. Any Contract between the Company and the Customer shall automatically incorporate these Conditions which shall prevail over any terms or conditions in or attached to the Customer’s order, offer or acceptance or contained in any other written or oral intimation and any other terms or conditions shall not form part of the Contract between the Company and the Customer.
(c) No variation of these Conditions shall have effect unless agreed in writing by the Company.
(d) Any acceptance by the Customer of any of the Goods and/or Services shall be deemed to be an acceptance that the Conditions are incorporated in the Contract to the exclusion of all others.
3. Price of the Goods:
(a) The prices of the Goods and or Services shall be as per the Company’s quotation.
(b) The Company reserves the right to increase the price of any Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, such as, without limitation, any foreign exchange fluctuation, alteration of duties, increase in the cost of raw materials, labour, manufacture or transport arising after the date of the Contract provided that the amount of any such increase in price shall have been notified to the Customer before delivery.
(c) All quotations show prices exclusive of Value Added Tax or other applicable sales taxes.
(d) All prices shown in our quotation are exclusive of the cost of delivery and where the Company agrees to deliver the Goods otherwise than at the Company’s premises the Customer shall be liable to pay for transport, packaging and insurance.
4. Terms of Payment:
(a) Subject to any special terms agreed in writing between the Customer and the Company the Company shall be entitled to invoice the Customer for the price of the Goods and /or Services or any instalment of the Goods and/or provision of Services on or at any time after delivery of the Goods or provision of the Services.
(b) Subject to any special terms agreed in writing between the Customer and the Company the customer shall pay for the Goods and/or Services or any instalment of the Goods and/or Services 30 days from the date of the Company’s invoice or earlier if any credit limit agreed has been reached.
(c) If the Customer fails to make any payment on the due date then without prejudice to any other rights or remedies available to the Company the Company shall be entitled to:
(i) Cancel the Contract or any other Contract between the Company and the Customer or suspend any further deliveries to the Customer
(ii) In accordance with the Late Payment of Commercial Debt Regulations 2002 charge the Customer interest on the amount unpaid at the rate of eight percent above the Bank of England base lending interest rate from time to time.
5. Delivery:
(a) Delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises at any time after the Company has notified the Customer 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.
(b) Provision of Services shall be made by the Company providing those Services to the Customer.
(c) Any dates quoted for delivery of Goods or supply of Services are approximate only and the Company shall be under no liability for any delay in delivery. Time for delivery shall not be of the essence unless previously agreed by the Company in writing.
(d) Where the Goods and/or Services are to be supplied or provided in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Terms and Conditions shall not entitle the Customer to treat the Contract as a whole as repudiated.
(e) Where the Goods are to be collected at the Company’s premises the Customer shall be responsible for the storage handling and insurance cost of the Goods if the Goods are not collected within seven days of the notification to the Customer that the Goods are available for collection.
(f) The Customer shall be responsible at its sole risk for the unloading of the Goods.
(g) Receipt of the Goods must be signed for by a representative of the Customer or by a third party advised to the Company in advance of delivery. If no authorised person is present at time of delivery the goods will be returned to our premises and the Customer shall be liable for the delivery charge.
6. Risk and Property
(a) Risk in the Goods shall pass to the customer:
(i) In the case of Goods to be delivered at the Company’s premises at the time of collection or
(ii) In the case of Goods to be delivered, otherwise than at the Company’s premises, at the time of delivery to the Customer’s premises.
(b) Property in the Goods shall pass to the Customer only when full payment (and any interest accrued) has been received by the Company.
(c) Until such time as the property in the Goods passes to the Customer the Customer shall hold the Goods as the Company’s bailee, will store the Goods separately to those belonging to any person other than the Company and will not charge, lease or otherwise encumber the Goods.
(d) Title and property in the Goods including full legal and beneficial ownership shall not pass to the Customer until the Company has received in cash or cleared funds payment in full for all Goods delivered to the Customer under this and all other contracts between the Company and the Customer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other Contracts between the Company and the Customer under which the Goods were delivered.
7. Warranties:
(a) The Company warrants the Goods in respect of workmanship and materials for a period of 12 months from the supply of the Goods.
(b) Claims under the warranty cannot be made until all payments due in respect of Goods and Services supplied under the terms of the contract have been made.
(c) In the event of any claim by the Customer the Company shall not be liable to compensate the Customer for any damage to real or personal property any loss of production or profit any damage to the Customer’s reputation or goodwill any loss of present or future business damages costs or expenses payable to the Customer to any third party or any indirect or consequential loss except that this condition shall not exclude or limit the Company’s liability for personal injury or death caused by the Company’s negligence
8. Termination:
The Company shall be entitled by written notice to the Customer to suspend deliveries of Goods or the provision of Services and/or to cancel the Contract without prejudice to any other rights it might have against the Customer if:
(i) Any invoices from the Company to the Customer are overdue for payment; or
(ii) An encumbrancer takes possession or a receiver, administrative receiver or administrator is appointed over any of the assets or revenues of the Company; or
(iii) The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order; or
(iv) The customer is declared bankrupt or goes into liquidation (except for the purposes of a solvent amalgamation, reconstruction or other reorganisation) or ceases or threatens to cease to carry on business.
9. Force Majeure:
The Company shall not be liable to the Customer or deemed to be in breach of the Contract by reason of non-performance or delay in performance caused by an act of God, war, riot, terrorism, strikes, lock-outs or other labour disputes (including any occurring in the Company’s business), fire, shortage of labour or materials, import regulations or embargoes, governmental restrictions, the failure or delay of a manufacturer or other supplier to supply the Goods or other relevant goods, materials or services, or other circumstances beyond its reasonable control. In the event of any such delay or failure to perform the Company may suspend the Contract by giving the Customer notice to that effect. If the circumstances leading to a suspension of the Contract shall continue for not less than one month from the date of suspension the Company may by written notice to the Customer cancel the Contract without penalty and without prejudice to any rights of the Company subsisting at the date of cancellation.
10. Notices:
Any notice to be given hereunder may be given by fax or prepaid letter sent to the parties to whom it is addressed at its last known place of business and shall be deemed to be served two days following the day it shall be proved to have been sent.
11. Governing Law and Jurisdiction:
(a) The Contract and these Conditions shall be construed in accordance with and Governed by English Law.
(b) The Customer submits to the jurisdiction of the English Courts.
12. General:
(a) No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other clause.
(b) If any clause of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other clauses in the Contract shall remain unaltered.
1. Definitions ‘The Purchaser’ means Architen Landrell Manufacturing Limited ‘The Seller’ means the person with whom the Purchaser has placed the Contract ‘The Goods and Services’ means the subject matter of the Contract ‘The Contract’ means the Purchaser’s Order and Order Number or any supplementary agreement there-to, including these Terms and Conditions, and the Seller’s acknowledgement thereof (if any) but excluding any terms or conditions of the Seller unless expressly agreed to in writing to be incorporated in the Order. 2. Purchaser’s Conditions These conditions form part of the Contract. Unless any terms or conditions to which the Seller may be subject are expressly accepted in writing by the Purchaser they are excluded from the Contract. 3. Variation The Contract is limited to the provision of the Goods and / or Services and the Purchaser accepts no liability for any excess supplied over and above the stated quantity ordered. 4. Price The Goods shall be supplied at the prices stated on the Purchaser’s order and is carriage paid and fixed price and no price variation is permitted or payable without the written consent of the Purchaser. 5. Conflict of Documents Should there be any conflict between the documents issued by the Seller and the Purchaser which form part of the Contract then the Purchaser’s documents including the order terms and conditions shall prevail. 6. Assignment Unless expressly agreed to in writing by the Purchaser, the Seller shall not assign the Contract in whole or in part .Any approved assignment or sub-letting shall include the terms and conditions of any assignment which shall be deemed to impart the same obligations upon the assignee as do these conditions upon the Seller. No agreement of assignment by the Purchaser shall relieve the Seller of any of his obligations under the Contract. 7. Time and Delivery and Vesting of Goods The date for delivery of the Goods to the named location stated in the Contract is of the essence of the Contract. Any accepted delivered Goods shall become the property of the Seller but the Goods shall remain at the risk of the Seller until such delivery. 8. Patents and Rights The Seller shall indemnify the Purchaser against all claims made against the Purchaser for infringement of patents or copyright or intellectual property rights arising from the use of any of the supplied Goods by the Purchaser or his customer. 9. Sellers Default If the Seller shall commit a breach of the Contract the Purchaser may give notice to the Seller of the nature of the default and may either require the Seller to remedy the default within 3 days from the date of such notice or in the case of a default not capable of being remedied including late delivery or a default capable of being remedied but being not remedied within the period of the notice as stated or some other agreed extended period then at the sole discretion of the Purchaser the Contract may be immediately terminated. 10. Insolvency If the Seller commits any act of Bankruptcy or has a receiver appointed or winding up proceedings are issued against him, unless for the purposes or amalgamation or reformation or reconstruction, or dies, then at the sole discretion of the Purchaser the Contract may be immediately terminated. 11. Termination Termination pursuant to Clauses 9 or 10 of these conditions shall be without prejudice to any other rights of the Purchaser arising there from. The Purchaser shall not be liable to the Seller for any loss suffered by him as a result of termination but the Seller shall indemnify the Purchaser against all costs loss or expense incurred as a result of said termination of the Contract. 12. Terms of Payment The price payable shall be the price stated in the Contract. Unless otherwise agreed in the Contract, the Seller shall submit Invoices for Goods delivered in any month before the 10th of the following month and to the address on the Purchaser’s order and shall include for any discounts as agreed in the Contract. The Supplier shall submit separate invoices for each delivery under the Contract. The Invoices shall be Numbered and be clear and precise in their content and intent and be referenced to the Advice Note or Delivery Note Number accordingly. Where value Added Tax is falling due upon the net value of any approved invoice, the Seller shall charge Value Added Tax at the current statutory rate. The Supplier shall provide the Purchaser with such information as is reasonably required to justify the addition of Value Added Tax and this shall include the Suppliers V.A.T. Registration Number. Unless stated otherwise in the Contract, approved invoices are payable by the end of the month following the month of submission of the invoice. 13. Rejection of Goods The Purchaser retains a right to reject any goods upon or following their delivery or reject goods assigned for delivery if they are not the goods subject to the order or are in contravention of these terms and conditions in any way. This rejection notice may be verbal or in writing and shall be given, if convenient, on the day of delivery or pre-delivery or any subsequent post-delivery inspection. Any costs arising from and in the removal of rejected goods and the immediate subsequent replacement of same with the goods intended by the Contract shall be wholly and inclusively borne by the Supplier. Such notices of rejection may also be in writing upon the Supplier’s advice note and returned with the goods to the Supplier at his expense. 14. Defect Liability Should the delivered goods after being accepted in good faith as being the goods subject to the Contract develop a fault or defect that arises through faulty packaging workmanship materials or design then the Supplier shall remedy the such defects at his own expense and at the convenience of the Purchaser .If the Seller does not complete his obligations towards remedying the defect within a reasonable time of the Purchaser’s notice so to do then the Purchaser may carry out such Seller’s obligations at the expense of the Seller but without prejudice to the rights of the Purchaser arising from any defects so remedied. The Purchaser retains the right to assign this benefit to his customer without notice or recourse to the Seller. 15. Performance of the Supplied Goods or Services The Supplier here-in warrants that the goods or services supplied by him as being exact to size quality and Specification and fit for purpose being of proper adequate design and substance and in full compliance with any Drawings Specifications schedules or design guides issued to him and deemed to be included by him under this Contract in full and in every respect. Such warranty shall include any required performance specified under the Contract for the supply and shall include, free of any further charge, for provision of such information, tests and proofs as may be reasonably required in order to demonstrate compliance of the supply and all notwithstanding any other provisions of the Contract. 16. Compliance with Statutory Acts The Supplier shall comply with all current legislation and Statutory Acts relating to the Supply of Goods and Services including but not limited to the Health and Safety at Work Acts in time being Control of Substances Hazardous to Health Regulations and Provision and use of Work Equipment Regulations as applicable at the time of the Contract or within the contemplation of the Supplier at the time of the Contract. Any and all available product information for COSHH and Environmental requirements shall be provided by the Supplier including data sheets, handling and storage instructions, as required by Law. 17. Indemnification The Seller shall indemnify the Purchaser against all losses, costs, damages, fines and expenses incurred by way of any breach by the Supplier of any of these Terms and Conditions. 18. Insurances The Seller shall provide and maintain such Insurances as are required to cater for the full recovery of all values of the Goods and Services provided in respect of the obligations and indemnities required under the Contract of supply and shall, when so requested provide the Purchaser with evidence of such Insurances which shall be current for the duration of the Contract. 19. Cancellation Without reference to any other Term or Condition of this Contract ,the Purchaser reserves the right to cancel any Contract by written notice to the Supplier of not less than 14 days prior to the intended delivery date and acknowledges that ,subject to agreement, the reasonable direct demonstrable expense arising from the cancellation will be paid over to the Supplier as an Invoice in the same Terms as this Contract and this to be in full and final settlement of all costs arising under this Contract. No other form of claims for expense following a cancellation will be paid. 20. Packaging and Packing Unless otherwise agreed within the content of the Contract, the Purchaser is under no obligation to recover and return any packaging or palletting delivered with the Goods. 21. Mechanical Plant and Tool Hire Any Plant or Equipment including small tools ordered from the Seller on a Hire Order shall be subject to the Hirers conditions which, unless otherwise agreed, shall be deemed to impose no greater obligations upon the Purchaser of the Hire than do those Conditions of hire set forth in the Contractors Plant Hire Associations Standard Terms and Conditions and Model Forms of Contract in time being. 22. Governance This Contract shall be governed by the prevailing Laws of England and Wales. 23. Special Conditions of Order. Should this Contract require the inclusion of special conditions by way of extended delivery periods or site condition allowances etc. then these will be clearly stated upon the face of the Order. 24. The Construction Act The goods and services Architen Landrell are contracted to provide to you, as described in your Order constitute “Construction Operations” within the meaning of S105 of the Housing Grants Construction & Regeneration Act 1996 [the “Construction Act”]. Your Order constitutes a “Construction Contract” within the meaning of S104 of the Construction Act.
