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STANDARD TERMS AND CONDITIONS OF SALE OF GOODS OF

AA FENCING UK LTD

 

1             DEFINITIONS

 

In this document the following words shall have the following meanings:

 

  • “Buyer” means the organisation or person who buys Goods from the Seller;
  • “Seller” means AA Fencing UK Ltd;
  • “Goods” means the articles to be supplied to the Buyer by the Seller;
  • “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
  • “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
  • “Lead Time” means the time taken to procure raw materials, manufacture and complete the finishing process. Lead time does not include delivery time.
  • “Business Day” means any day other than a Saturday, Sunday or bank holiday

 

  • GENERAL

 

  • These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of the all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
  • Any variation to the Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
  • The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
  • Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
  • Pricings and quotes or any commercial information supplied by the Seller will not be shared with any third party / competitors and other retailers.

 

  • PRICE AND PAYMENT

 

  • The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer.
  • The Seller reserves the right to increase the Price by giving notice to the Buyer, to reflect any increase in the Goods and/or Services to the Seller that is due to:
    • Any factor beyond the Seller’s control (including foreign exchange fluctuations, tax or duty increases, increase in supplier/shipping costs, increase in labour, materials or other manufacturing costs, or changes in any relevant laws);
    • Any request by the Buyer to change the delivery date(s), quantity or type or design of Goods and/or Services ordered; and/or
    • Any delay caused by the Buyer’s instructions in respect of the Goods and/or Services or the Buyers failure to give the Seller adequate or accurate information or instructions in respect of the Goods and/or Services
  • NON-ACCOUNT HOLDERS: Payment of the price and VAT and any other applicable costs shall be due at time of order unless otherwise accepted by the Seller. If a deposit agreement is accepted by the Seller, then full payment of the price and VAT plus any other applicable costs shall be due in advance of delivery/collection. The Seller is entitled to withdraw from any deposit agreement at any time if they have any reason to believe that the terms will not be met by the Buyer.
  • ACCOUNT HOLDERS: Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller, if Goods ordered are made to order or non-stock items then payment will be due 30 days from receipt of Goods. The Seller is entitled to request early payment of the account balance if a new order of Goods will take the account over-limit.
  • If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
    • Require payment in advance of delivery in relation to any Goods not previously delivered;
    • Refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery, or any delay in delivery until such payment has been received in full with any other amounts owing to the Supplier whether the due date has been reached or not.
    • Hold the Buyer liable for costs incurred in respect of Goods in course of manufacture or ready for dispatch;
    • Terminate the contract.
  • The Seller is entitled to refuse payment of the Goods by any means if they deem the nature of the payment method is in any way fraudulent or does not meet certain criteria.

 

  • LEAD TIME

 

  • Any Lead Time quoted by the Seller is approximate and should not be taken as a guarantee of delivery day.
  • Lead times are quoted in Working Days unless otherwise specified by the Seller.
  • The Seller shall not be held liable for any costs incurred by the Buyer, or any related party, for any delay in Lead Time resulting from factors outside of the Sellers control including but not limited to;
    • Shortage of raw materials, supplier delay, shipping delay, labour shortages, breakdown, theft or natural disaster
  • The Buyer shall not arrange the Goods to be installed until notified that they are complete and ready to be dispatched, and the Buyer has been contacted by the Seller in accordance with clause 6. The Seller shall not be held responsible for any costs incurred to the Buyer, or any related party, if the installation has been arranged based solely on the Lead Time given by the Seller unless otherwise agreed in writing.

 

 

  • DESCRIPTION, IMAGES AND SAMPLE

 

  • Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
  • Any images provided on aafencing.co.uk or any other related application are for illustration purposes only. The Seller shall not be held liable for any costs incurred by the Buyer or any third party from the purchasing of Goods based on images provided if any discrepancies occur. For the avoidance of doubt, the Buyer affirms that it does not in any way rely on any image when entering the contract.
  • Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
  • DELIVERY

 

  • Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller.
  • The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.
  • The Seller shall endeavour to give the Buyer approximately 24 hours’ notice prior to delivery wherever possible. The Buyer shall advise the Seller of any issues in accepting this delivery slot at the point of contact or as soon as possible after.
  • Should the Buyer fail to notify the Seller of issues in accepting delivery before the Goods have been loaded onto the delivery vehicle, then the Seller shall be entitled to issues charges for labour onto the Buyer which will be due for immediate payment. These Goods shall only be re-issued for delivery once payment of this charge is received by the Seller in full.
  • The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. This includes ensuring that there are offloading facilities available on site for when the delivery arrives whether this be forklift or other machinery or hands to manually offload. Vehicles are not equipped with cranes or forklifts.
  • Deliveries shall be made to nearest point of access only and the vehicle will not go off-road. Any request by the Buyer for the vehicle to access a road that the driver of the delivery vehicle deems off-road or not suitable for the vehicle will be refused. The Seller shall not be held liable for any costs of non-delivery or delay resulting from the delivery site not being suitable for their delivery vehicle.
  • Deliveries could be made on a variety of vehicles up to and including an 18t wagon. It is the Buyers responsibility to inform the Seller of any access limitations or restrictions of their delivery address at order stage. If there are access issues that the Seller was not made aware of then they shall not be held responsible for non-delivery or any damages that may occur.
  • Deliveries are allocated a 30-minute offloading window from time of the vehicle arriving at the delivery address. If more than this allocated time is needed to offload the Goods then charges may be issued to the Buyer for the retention of the vehicle, these charges will be due for immediate payment.
  • If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage.
  • The Buyer is entitled to replacement Goods where the Goods have been damaged during transportation but are not able to be repaired by the Seller. The Buyer must notify the Seller of damage within 24 hours of delivery. The Seller shall be given the opportunity to inspect or repair the damaged Goods before replacement Goods are offered.
  • The Buyer shall report any shortages or discrepancies in the order to the Seller within 3 days of receipt of Goods. After this period, any discrepancies will be dealt with at the Sellers sole discretion.
  • In depth Standard Terms and Conditions of Delivery can be found at aafencing.co.uk and attached to order confirmation, this document includes but is not limited to the above clauses. Upon order and acceptance of delivery date the Buyer hereby affirms that they have read and understood the terms and conditions of delivery and as such are liable for any loss resulting in the non-delivery or delay of Goods caused by not adhering to them.
  • RISK

Risk in the Goods shall pass to the Buyer at the moment the Goods are received at the Buyer’s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

 

  • TITLE

 

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

 

  • RETURNS
    • Returns shall be accepted at the Sellers sole discretion.
    • Custom-made or perishable Goods are non-returnable unless defective. Defective items are covered under Clause 9 Warranty below.
    • Goods may be returned to the Seller within 14 days of the Buyer receiving them, subject to the following conditions:
      • Goods shall be returned at the Buyers own cost. If the Buyer requests that the Seller collects the Goods from their premises then a delivery charge will be deducted from any refund owed if the refund amount is in excess of the delivery charge, if not then the charge shall be due for immediate payment. Alternatively, the Buyer may return the Goods to the Sellers premises themselves.
      • Goods shall be returned to the Seller in the condition of which they were supplied to the Buyer. Any customisation of the Goods by the Buyer renders them non-returnable and voids any Warranty if applicable.
      • Goods correctly supplied to the Buyer in good condition will be subject to restocking charges if returned by the Buyer. These charges are at the Sellers sole discretion and are typically set at 20% of the total cost of the Goods if Seller collects from the Buyer or 10% if Goods are returned to the Sellers premises by the Buyer. The Seller is entitled to change these rates without notice.

 

  • WARRANTY

 

  • Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace the defective Goods free of charge within a reasonable timeframe from the date of delivery, subject to the following conditions:

 

  • the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
  • the defect being due to the faulty design, materials or workmanship of the Seller.
  • Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller
  • Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed to the Buyer.
  • The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
  • The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.

 

 

  • LIABILITY

 

  • No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
    • The correspondence of the Goods with any description;
    • The quality of the Goods; or
    • The fitness of the Goods for any purpose whatsoever.

 

  • No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
    • The correspondence of the Goods with any description;
    • The quality of the Goods; or
    • The fitness of the Goods for any purpose whatsoever.

 

  • All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

 

  • LIMITATION OF LIABILITY

 

  • Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.

 

  • Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Sellers negligence or that of its employees or agents.

 

  • INTELLECTUAL PROPERTY RIGHTS

 

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

 

  • FORCE MAJEURE

 

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

 

  • RELATIONSHIP OF PARTIES

 

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

 

  • ASSIGNMENT AND SUB-CONTRACTING

 

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

 

  • WAIVER

 

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

 

  • SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions has been agreed with the invalid, illegal or unenforceable provision eliminated.

 

18           This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the England and Wales courts.

 

 

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