Terms & Conditions
Any agreement (The ‘Agreement’) entered into by ‘The Customer’ with AMTOLL LIMITED (‘The Company’) is deemed to be governed by the Laws of England and are subject to the Terms and Conditions below:
1. PRICES AND QUOTATIONS
1.1 All quotations (whether written or oral) are subject to withdrawal or amendment by The Company at any time prior to receipt of acceptance of such quotation by The Company, and are thereafter subject to correction.
1.2 All quotations are deemed to lapse after a period of 30 days after issue.
1.3 All prices quoted shall be calculated in Pounds Sterling. Any exchange rates are subject to those prevailing at the time of payment.
1.4 All quotations shall not be deemed as acceptance of an order, and are subject to the terms contained in Section 4 and Section 5 below.
1.5 The Company reserves the right to amend any of their prices without prior notice to The Customer. 1.6 Orders placed with The Company are accepted on condition that goods and/or services will be invoiced at the prices current as at the date of delivery.
1.7 The abovementioned current price of the goods and/or services shall be The Company’s quoted price, or, where no price has been quoted or such quotation is no longer valid, the current sales price as determined by The Company’s product catalogue current at the date of delivery.
2. VALUE ADDED TAX
2.1 All orders for goods and/or services are subject to the current rate of VAT in addition to the net invoice value. The date of invoice shall be deemed to be the tax point for VAT purposes.
3.1 Where The Company has approved an account for credit in respect of goods and/or services, payment for such goods and/or services shall be deemed to become due net 30 days following the date of invoice.
3.2 Where The Company has not approved an account for credit, payment shall be deemed to become due prior to delivery.
3.3 If payment in full is not received by The Company and such payment cleared on or before the due date in respect of either a credit approved account or an account not approved for credit, The Company shall be entitled, without prior notification and without prejudice to the rights contained in these terms and conditions, to:
i) charge interest on any overdue accounts at the current bank-lending rate for each day overdue;
ii) cancel or suspend delivery of any or all undelivered goods ordered by The Customer, without incurring any liability to The Customer; and
iii) recover from The Customer on a full indemnity basis, together with interest thereon, all costs incurred by The Company in recovering the debt including, but not limited to, associated solicitors fees and costs.
3.4 In the event of non-payment as above, The Company shall be entitled at its option to treat the Agreement as having been repudiated by The Customer.
3.5 In the event that The Company opts to treat the Agreement as having been repudiated by The Customer, all invoices then in existence issued by The Company to The Customer, whether or not due for payment, shall be become immediately due and payable.
3.6 The Company understands and will exercise it’s statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if payment is not received from The Customer in accordance with the abovementioned credit terms.
4. SUPPLY OF GOODS AND SERVICES
4.1 The Company reserves the right to limit the order quantity on any item and furthermore to refuse to supply goods or to provide services to The Customer without prior notification.
5.1 The Customer shall be responsible for ensuring the accuracy of any order.
5.2 Any order submitted by The Customer is subject to acceptance by The Company and the conditions in Section 4 above.
5.3 Where an order is accepted by The Company, the Customer may only cancel such order upon condition that The Customer shall indemnify The Company against all loss (including but not limited to loss of profit), costs (including but not limited to the costs of associated labour and materials), damages, charges, and expenses incurred by The Company as a result of such cancellation.
6. CANCELLATION BY THE COMPANY
6.1 The Company shall retain the right to defer or cancel any further deliveries and to treat the Agreement as determined, without prejudice to its right to the unpaid purchase price of goods delivered and to damages for any loss suffered in consequence thereof and to any interest applied, in circumstances where the Customer shall:
i) fail to pay any sums when due;
ii) enter into any arrangement with its creditors;
iii) if being an incorporated Company, have a receiver appointed or pass a resolution for winding up or a court shall make an order to that effect;
iv) if being an unincorporated Company, have a receiving order made against it;
v) cease, or threatens to cease to carry on business;
vi) breach any of the Terms and Conditions herein; or
vii) lead The Company to reasonably apprehend that any of the abovementioned events is about to occur, subject to The Company notifying The Customer of such belief accordingly.
6.2 Where any of the circumstances in Clause 6.1 above is deemed by the Company to have occurred, The Company reserves the right to treat the Title of any goods, supplied to The Customer by The Company, in the possession of The Customer at the date of the aforesaid occurrence, whether having been already paid for in full or otherwise, as having reverted in favour of The Company.
6.3 Where the circumstances in Clause 6.2 above is deemed by The Company to have occurred, The Customer reserves the right to enter onto the premises of The Customer and collect such aforementioned goods for the purposes of setting off the value of such goods against any sums owed at that date by The Customer to The Company.
6.4 The abovementioned value of such goods in Clause 6.3 shall be determined by the relevant invoice amount in relation to such goods.
6.5 Where the relevant invoice amount cannot be determined or is disputed, such amount shall be deemed to be the cost, at the date of collection, to The Company of purchasing such goods from The Company’s current supplier.
7. DELIVERY AND INSPECTION
7.1 The Company will endeavour to deliver all goods and/or services without delay and in accordance with reasonable delivery instructions; however, any specified time and/or date of delivery shall not be of the essence of the Agreement.
7.2 The Company shall not be liable for late delivery howsoever caused, nor shall such failure to deliver be deemed to constitute a breach of the Agreement.
7.3 Any and all costs incurred by The Company due to inadequate delivery site access shall be recovered from The Customer.
7.4 The Customer shall be responsible for the supply of correct and adequate delivery site information and specification.
7.5 The Customer shall be responsible for bringing to the attention of The Company all applicable safety implications related to the delivery of goods and/or the performance of any services.
7.6 It is the responsibility of The Customer to inspect goods and/or services on delivery/at the time such service is carried out.
7.7 Acceptance of any goods and/or services at the time of delivery/performance shall be deemed to be binding on The Customer, except where the conditions under the Section 10 or Section 11 hereunder are satisfied.
8. TITLE OF GOODS
8.1 The risk in any goods supplied by The Company passes to The Customer upon delivery of such.
8.2 Title in respect of such goods or the proceeds thereof remains that of The Company until payment has been made in full by The Customer and received by The Company and cleared in accordance with Section 3 above.
8.3 Such goods shall not be available for transfer to any liquidator or receiver until such time as The Company receives such abovementioned payment in full. This condition applies to all repeat and subsequent orders.
8.4 Until such time as such abovementioned payment in full has been received by The Company, the Customer shall:
i) hold on trust such goods for the Company;
ii) at all times keep the goods comprehensively insured against normal perils and damage;
iii) subrogate to The Company any rights in respect of insurance monies recoverable for such goods;
iv) hold such goods as bailee in a fiduciary capacity for The Company;
v) be responsible for keeping such goods in good condition, at The Customer’s own expense; and
vi) permit any officer, employee, representative or agent of The Company to enter onto The Customer’s premises, whether by vehicle or otherwise, for the purposes of inspection and/or repossession of such goods.
9.1 The applicability of a charge for carriage shall be agreed between The Company and the Customer prior to delivery.
9.2 Where carriage is applicable, such charge shall be added to the invoice amount in respect of the relevant goods and shall become due in accordance with the above conditions in Section 3.
9.3 The Company reserves the right to amend any of their carriage charges without prior notice to The Customer, in accordance with the above conditions in Section 1.
10. NON-DELIVERY AND SHORT DELIVERY
10.1 Non-Delivery in respect of goods already invoiced must be notified to The Company in writing within 7 days of the date of invoice and must quote the relevant invoice number.
10.2 Shortages in delivery of goods prior to invoice must be notified to The Company in writing within 3 days of receipt of the original consignment.
10.3 The Company will not accept any claims made beyond such terms.
11. RETURN OF GOODS
11.1 Goods returned by The Customer in respect of receiving a replacement due to fault, damage or defect in the goods supplied:
i) must be returned only where the consent of The Company has been obtained prior to such return;
ii) where the fault, damage or defect is proven to the satisfaction of The Company; and
iii) must be notified to The Company in writing within 7 days of the date of receipt of goods where prior to invoice, or of the date of invoice where goods have already been invoiced.
11.2 Claims in respect of faulty goods and/or services shall not be grounds for withholding payment.
11.3 Goods returned by The Customer in respect of receiving a credit, where The Company has supplied goods in accordance with the instructions of The Customer and in good condition, must be so returned:
i) in ‘as new condition’;
ii) at the expense of The Customer; and
iii) with the prior express consent of The Company for such return and credit.
11.4 Where the circumstances in 11.3 above arise, The Company must be notified of any request to return such goods in writing within 7 days of the date of receipt of goods where prior to invoice, or of the date of invoice where goods have already been invoiced.
11.5 Where The Company consents to the return of goods, The Company reserves the right to apply a re-stocking charge of £10.00 in respect of such return.
11.6 Notwithstanding the above, where goods have been supplied in accordance with the instructions of The Customer and in good condition, the return of such goods is at the absolute discretion of The Company.
12.1 The Customer shall have no right of set-off in respect of any claim it may make against The Company.
12.2 The Company shall have a right of set-off against any sums due to it by The Customer or of any of its associated companies.
13.1 Unless expressly stated, all goods sold are not warranted by The Company to be fit for any particular purpose.
13.2 All descriptions, dimensions, particulars, weights, and specifications submitted (either orally, in writing, by literature or all other media) by the Company shall be deemed to be approximate only and are subject to appropriate substitution/variation at The Company’s absolute discretion.
13.3 In respect of goods that are proven to the satisfaction of The Company to be faulty, damaged, or defective in material and/or workmanship, in accordance with the above conditions in Section 11, The Company will, free of charge and at The Company’s option:
i) repair such goods;
ii) replace such goods on return; or
iii) refund the purchase price of such goods on return.
13.4 The Company shall not be bound by the above warranty where:
i) such goods have been improperly altered in any way whatsoever;
ii) such goods have been the subject of misuse or unauthorised repair;
iii) such goods have been improperly installed or connected; or
iv) any maintenance requirements or use instructions relating to such goods have not been complied with.
14.1 Subject to the Unfair Contract Terms Act 1977 and other prevailing and related legislation, in the event of any claim against The Company in respect of any matter whatsoever, the liability (if any) of The Company shall be limited to that listed in the abovementioned conditions in Section 13, and under no circumstances shall The Company be liable to The Customer or any other party for any consequential loss, injury or damage whatsoever.
14.2 These Terms and Conditions do not affect consumer statutory rights.
15. FORCE MAJEURE
15.1 Neither party shall be under any liability whatsoever for any delay, loss or damage caused wholly or in part by Act of God, governmental restriction, condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves employees or not by reason of any other act, matter or thing beyond its reasonable control.
16.2 The Company will only use the information collected in relation to The Customer lawfully and in accordance with the Data Protection Act 1998 and all prevailing and related legislation.
16.3 The Company will not store any sensitive information in relation to The Customer without The Customer’s explicit consent.
16.4 The Company shall, so far as reasonably practicable, ensure that any payment details or personal information is secure, however, in the absence of any proven negligence on behalf of The Company, The Company shall not be liable for any consequential loss, injury or damage incurred as a result of a breach of such security.
16.5 Any information passed on to The Company by The Customer in contravention of any patent, copyright, or trademark is the absolute responsibility of The Customer.
17.1 The Terms and Conditions herein constitute the full Agreement and supercede any prior written or oral agreements, representations or understandings between the parties relating to such goods and/or services.
17.2 Any variation to the Terms and Conditions herein shall be in writing and with the express consent of both parties prior to implementation.
17.3 Any notice or other document required to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may be in use and/or occupied by that party at the relevant time.
17.4 Any waiver by The Company of any breach of any provision of this Agreement by The Customer shall not be considered as a waiver of any subsequent breach of the same or any other provision.
17.5 Where any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.
17.6 The Company reserves the right to amend these Terms and Conditions at any time.