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.
