1. DEFINITIONS: In these conditions the following word shall have the following meaning. "The Seller" means AM Doors Limited. "Writing" includes telex, cables, facsimile transmissions and comparable means of communication.
2. QUOTATIONS AND TENDERS: Unless previously withdrawn, the Seller's quotations or tenders are open for acceptance within any period stated therein or otherwise within thirty days only after that date. Where the acceptance by the Buyer of any quotation or tender is not accompanied by sufficient information to enable the company to proceed with the performance of the order forthwith, the Seller shall be at liberty to vary any terms of the tender or quotation whether as to price, delivery or otherwise to account for any increase in price or expenses, or other changes which have taken place after acceptance. ORDERS TO BE GIVEN IN WRITING: The quotation does not constitute an offer. Only the order from the buyer based on the quotation, which has been acknowledged by the Seller, shall constitute the offer.
3. GENERAL: The Order received from the Buyer against quotation or tender or receipt of any goods supplied, advice given or service rendered by the Seller constitutes the acceptance of these standard conditions. No variation or restriction of or alteration or extension to these standard conditions shall in any circumstances be effective unless expressly agreed to in writing by and signed by the seller.
4. DELIVERIES: Delays in delivery howsoever caused shall not be a ground for termination. Materials left on site fixed or unfixed is at the Buyers sole risk. In the event of any of the same being damaged, destroyed or lost, the cost of replacing any such materials or of re-instating or restoring will be charged as extra to the Buyer provided any such damage/loss was not caused by the negligence of our employees.
5. PROPERTY & RISK: Until the Seller has received payment in full the goods shall remain the Seller's sole property but risk of loss or damage thereto shall be the responsibility of the Buyer from the date of supply/installation.
6. PRICE: All prices are based on costs current at date of quotation and unless expressly stated to the contrary are subject to increase (within any limits from time to time imposed by any government ministry or department) to take account of increases before delivery/installation either by rise in the price of materials, rates and wages payable to labour, or conforming to statutory obligations and any other changes in economic conditions. Increases in prices arising out of alterations to quantities, delivery dates or rates made by Buyers request shall be paid by the Buyer.
7a. PAYMENT: Unless otherwise agreed all prices, price increases and all additional sums shall be paid in full without deduction in cash in pounds sterling immediately upon receipt of the Seller's invoice. THIS ALSO APPLIES TO INSURANCE CLAIMS. At the discretion of the Seller payment made within 28 days of the date of invoice subject to prior approval given in writing to the Buyer.
b. Buyer hereby expressly agrees that in the event of non-payment as required hereunder of the whole or any part of any sum due the Company shall be entitled to charge interest on any such sum accruing from the due date of 1.5% per month until actual date of payment. The Seller will further be entitled to withhold further supplies to the Buyer until such time that the Account is cleared.
c. In the case of the Buyer being a Main Contractor working for an employer and the Seller is a subcontractor then application for payment on account will be submitted monthly to meet the valuation date advised. The vale of the application will be based on the value of materials delivered to site and work carried out on site. In addition where the contract allows values of materials, held away from site, these may be included. The Buyer will pay to the seller the amount shown on the application within 30 days of the application or issued of the architect's certificate to the Main Contractor. All payments made to the Buyer by the Employer of the Buyer in respect of materials supplied or work carried out by the Seller shall be held in trust by the Buyer until received by the Seller. The Buyer's interest in such payments shall be fiduciary as Trustee for the Seller and Buyer shall immediately upon receipt place such amounts in a separate trust account and keep such amounts identified as held in trust for the Seller and forthwith pay the same to the Seller. Any claim against the Employer for the price of materials supplied or work carried out by the Seller under the sub-contract is to vest immediately and unconditionally in the Seller.
d. Notwithstanding sub-clause (c) above the Seller may maintain an action for the price against the Buyer although the goods/materials shall be at the Buyers risk from delivery to the Buyer.
8.1 WARRANTY: To run from the date goods are first delivered/installed. If before the completion of warranty period any defect which arises solely from faulty materials or workmanship shall appear in any goods supplied hereunder the Seller hereby warrants to make good such defect either by repair or at the Sellers option by replacement provided that the Seller shall be under no liability under this clause if the goods alleged to be defective have been:
(i) Subjected to any abnormal conditions or to misuse or neglect or installation by others
(ii) Involved in any accident or have not been maintained in accordance with proper standards or
(iii) Altered or modified other than with the authority of the Seller.
Parts repaired or replaced under this warranty shall be warranted on these terms and the period of such subsequent warranty shall be limited to the part or whole calendar months that remain out of the original warranty period at the date the defect was notified to the Seller.
8.2 In the case of defects in materials or equipment not manufactured by the Seller in place of its rights set out in sub-clause 8.1 Buyer shall be entitled only to receive the benefits from the Seller of the benefits received by the Seller under any guarantee or warranty given to it by the supplier of such materials or equipment.
8.3 Buyer expressly agrees that it is aware of the extent and effect of the warranties set out above and accepts that they are fair and reasonable in all circumstances and in lieu of and to the exclusion of all other warranties or conditions (other than as to title) express or implied or otherwise, and except and expressly provided in this Clause 8 the Seller will not be liable in contract or in tort or otherwise for any injury (other than personal injury caused by the company's negligence as defined in Section 1 of the Unfair Contract Terms Act 1977) loss or damage
(i) Sustained by reason of anything done or omitted, weather by reason of the negligence of any person or otherwise, whether in advising in regard to or inspecting or supplying any goods of spares or components of their selection, fitting, supplying, use, repair or modification or in training or in the course of services rendered by the Seller's engineers or
(ii) In respect of any defect or in failure of any goods, spare or replacement part of goods or ancillary equipment or materials or for any loss or damage directly or indirectly attributable to such defect or failure.
8.4 All goods, replacement parts, spare parts or components applied or advice given or services rendered are deemed to be supplied, given, rendered or carried out subject to the terms of the Clause 8 unless otherwise agreed in writing and signed by the Seller. Buyer agrees to indemnify the Seller against all claims against the Seller made by persons in Buyer's employment liability for which would have been excluded by this Clause if such claim has been made by Buyer.
8.5 In the event of a claim being made by the Buyer or any person in Buyer's employment against any servant of the Seller, liability for which would have been excluded by this Clause 8 if such claim has been made by Buyer against the Seller, the Seller shall be entitled to indemnify such servant in respect of such indemnity.
8.6 The Seller and Buyer expressly agree that should any limitation or provision contained in this Clause 8 be held to be invalid by a court of competent jurisdiction it shall to that extent be deemed omitted and the remainder of this Clause shall remain in full force and effect.
9.1 INSTALLATION: The Seller (unless specified otherwise) shall not have any responsibility whatsoever for the preparation of, or the carrying out of the building work into which and AM Doors Limited product is to be incorporated. The Buyer is solely responsible for ensuring that such building work is suitable and adequate to accept the incorporation of an AM Doors Limited product. AM Doors Limited will however comply with any reasonable request for details of it's products.
9.2 The Seller shall be given unhindered access to its area of work. If access is hindered or if the Seller is required to carry out any of its installation of their products outside normal working hours, then the Buyer shall pay to the Seller the reasonable charges of the Seller.
9.3 The Buyer also warrants that all ladders, scaffolding, hoists, lifting tackle, tarpaulins, dust and protective sheets or any other equipment supplied for the Seller's use are suitable for the purpose required. And confirm with every applicable current Statue, ByeLaw or other lawful requirement of the Government, Local Authority or other Competent Authority/Body and in particular with the Building (Safety Health and Welfare) Regulations in force at the time.
10 INTERPRETATION: This contract is deemed to be made in England and shall be governed and construed for all purposes and in all respects in accordance with English Law and shall be enforceable in English courts. Buyer hereby submits to the jurisdiction of the English Courts. The legal construction of the Clauses shall not be affected by the headings.
11 WELDING: Upon receipt of order it is understood that should welding be required on site, permission has been granted by all parties.