(i) In these conditions the term ‘Supplier’ means and includes Alufold Direct Ltd and or any of its subsidiary and or associated companies. The term ‘Customer’ means and includes the Customer and any of its subsidiary and associated companies. The term ‘Goods’ means the goods set out in the Order.
(ii) The term ‘Order’ means the order placed by the Customer for the Goods. The term ‘Order Confirmation’ means the document issued by the Supplier and acknowledged and accepted by the Customer.
(iii) The term ‘Charges’ means the charges payable by the Customer to the Supplier according to the terms of this Contract.
(i) The Customer wishes to acquire the goods described in the Order (Goods) and the Supplier wishes to supply them to the Customer on the terms and conditions set out in this agreement (Terms). The Supplier shall only supply Goods to the Customer on these Terms.
(ii) Quotes for goods provided by the Supplier to the Customer are not offers by the Supplier. Any Charges quoted in a quotation shall only be valid for 30 days from the date of the quotation. Any Orders placed by the Customer are offers for the purchase of the Goods based on these Terms.
(iii) When the Supplier accepts an Order in writing, the Supplier's contract with the Customer for the supply of the Goods in that Order shall come into existence at the point of the Supplier's written acceptance.
(iv) The Supplier's contract with the Customer for the supply of the Goods comprises the Order, these Terms and anything else the Supplier expressly agrees in writing (Contract).
(v) Any descriptions of the Goods or other information contained in the Supplier's brochures or on the Supplier's website, along with any samples of Goods, are only for illustrative purposes and do not form part of the Contract.
3. DELIVERY AND COLLECTION
(i) Delivery shall be to the address set out in the Order Confirmation. The Goods shall be at the risk of the Supplier up to the point of the delivery arriving at the delivery address, after which they are to be at the Customer’s risk. The Customer shall be responsible for providing suitable access for delivery vehicles and for off-loading and storing the Goods upon delivery. The Goods shall be deemed to be delivered, examined and accepted in good condition and as per the Order Confirmation unless the Customer gives written notice to, and is received by the Supplier within 48 hours of delivery that the Goods do not conform to contract, specifying in that notice full details of any or all nonconformance.
(ii) Any time or date for delivery or collection named by the Supplier is an estimate only and time for delivery or collection of the Goods shall not be of the essence, and the Supplier shall not be liable for the consequences of any delay. Where a period is named for delivery and such a period is not extended by mutual consent in writing or under the provisions herein contained, the Customer shall take delivery of the Goods within that period. If the Customer shall not accept such delivery, or does not collect the Goods within 7 days of the Supplier notifying the Customer that the Goods are ready for collection, then the Supplier may at its own discretion arrange for storage and joint names insurance of the Goods at the Customer’s risk. The Customer shall be responsible for all costs and expenses, including insurance, of such storage and in any event delivery shall be deemed to have taken place at the commencement of the above storage period. Such costs and expenses will first become due on the last day of the month following deemed delivery of the Goods and such further costs and expenses as the Customer shall become responsible for will become due at the end of each subsequent month.
(iii) Deliveries may be wholly or partially suspended at the absolute discretion of the Supplier and the time of such suspension added to the original contract period in the event of the Customer failing to provide all the necessary information at the time of contracting; or of a stoppage, delay or interruption of work in the establishment of the Supplier or its agents or the manufacturers or their agents prior to delivery, as the result of strikes, lockouts, trade disputes, breakdowns, accident or any cause whatsoever beyond the control of the Supplier or its agents or manufacturers and their agents respectively. Cancellation of delivery within the final 48 hours before the agreed delivery date may incur additional charges.
(iv) If the Supplier fails to deliver the Goods, or an instalment of Goods, then the Supplier's liability to the Customer shall be limited to an amount equivalent to the excess price (above the amount of the Charges) that the Customer has to pay for similar goods (at the cheapest market rate) to replace those undelivered Goods.
(i) Unless otherwise agreed in writing the Goods supplied by the Supplier have been manufactured to the appropriate manufacturers’ specification current at the time of manufacture. To allow for advances in the manufacturing process the Supplier reserves the right to vary the specification of the Goods supplied without notice. However, the manufacturers’ specification relates solely to the Goods supplied by the Supplier and is subject to the Customer complying with any requirements set out in the manufacturers’ specification. The Customer shall be deemed to have satisfied himself regarding satisfactory performance of the Goods within other components and assemblies.
5. CHARGES AND PAYMENT
(i) The Supplier has the right to change the Charges at any time prior to delivery or collection of the Goods, to reflect any increases in costs which are beyond the Supplier's control, including, for example, to reflect changes to foreign exchange rates or taxes, changes in the costs of labour or materials and to reflect any changes requested by the Customer after the commencement date of the Contract.
(ii) The Supplier may charge amounts in addition to the Charges if the Customer requests any change to the Goods after the commencement of the Contract, if the Customer fails promptly to provide any instructions required by the Supplier for the supply of the Goods, or for any reason which is due to any other act or omission of the Customer.
(iii) The Customer will pay the Supplier a Deposit of 25% of the Charges when the Order is accepted. The Customer will pay the Supplier the remaining balance before or on delivery of the Goods. Payment must be made without any deduction or set-off. Payment shall be treated as made once the Supplier receives cleared funds. Time for payment of the Charges shall be of the essence.
(iv) If any amounts owed by the Customer to the Supplier become overdue, then (without prejudice to any other rights or remedies available to the Supplier), the Supplier:
a) shall be entitled to charge interest upon such amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
b) may suspend the supply and/or delivery of Goods (and any goods under any other contract between the Supplier and the Customer), until the overdue amounts are paid in full, and/or
c) may terminate the Contract.
(v) Part payments by the Customer of monies due to the Supplier, from the Customer arising under this or any other contract, or by force of law shall be ascribed as designated by the Supplier failing which, firstly, to cover, in date order, any interest outstanding on this or other contracts between the Parties then to cover, in date order, any costs and expenses outstanding on this or other contracts between the Parties then to cover, in date order, any of the contract prices outstanding on other contracts between the Supplier and Customer or their associates and subsidiaries and finally, such residue as remains to cover the contract price due under this contract.
(vi) All Goods delivered by the Supplier are to remain the property of the Supplier until all sums owed to the Supplier by the Customer are paid.
(vii) The Customer is to hold as agent for the Supplier all Goods delivered to it which are the property of the Supplier. The Customer is to keep all the Supplier’s property in whatever form separate from his own property or in any property belonging to others. The Customer grants to the Supplier a license to enter property under his control in order to identify, protect and if necessary recover the Supplier’s property.
(i) The Supplier reserves the right to retain property of the Customer in its possession until all sums due from the Customer to the Supplier for whatever reason are paid.
(i) No condition is to be made or to be implied nor is any warranty given or to be implied as to the type of wear of the Goods supplied or that they will be suitable for any particular purpose or condition other than that the Goods conform to the manufacturers’ specification. The Customer further declares that it has placed no reliance on the skill or judgement of the Supplier notwithstanding that such purpose or conditions may be known or made known to the Supplier.
(ii) Goods represented by the Customer to be defective shall not form part of any claim for work done by the Customer or for any loss, damage, or expense whatsoever arising directly or indirectly from such defects but such Goods if returned to the Supplier and accepted by them as defective will be made good, if practical, or replaced by the Supplier at their absolute discretion. Defects in quality or dimensions in any delivery shall not be grounds for cancellation of any other contract or the remainder of the contract.
(iii) In the event of the Customer requesting an inspection of Goods supplied by the Supplier on the grounds of the Goods being supplied in defective form and the defects being shown to be due to incorrect fitting, maltreatment, incorrect use or any other reason beyond the control of the Supplier then the Customer shall be responsible for all costs and expenses incurred by the Supplier in connection with such inspection.
(i) Subject to section 8.(iii), the Supplier is not liable to the Customer for any indirect or consequential loss, any loss of profits or any loss of business, whether arising from tort, breach of contract, indemnity or otherwise under or in connection with the Contract.
(ii) Subject to section 8.(iii), the Supplier's liability in respect of all claims, losses or damages of whatever nature, whether arising from tort, breach of contract, indemnity or otherwise, under or relating to, the Contract, shall not exceed the aggregate of the Charges paid by the Customer to the Supplier under the Contract.
(iii) Nothing in the Contract shall exclude or limit either party's liability for any death or personal injury caused by negligence or for any other liability which cannot be excluded or limited by law.
(i) Without prejudice to any other rights and remedies available to it, the Supplier may terminate the Contract, without any liability to the Customer, if the Customer fails to pay any amount under the Contract when it is due, or the Customer commits a material breach of the Contract and fails to rectify the breach within 5 working days, or the Customer's business fails. The Customer's business will be treated for this purpose as having failed if the other party is or appears to be unable to pay its debts as they fall due, or the other party makes any voluntary arrangement with that other party's creditors, or (being an individual or firm) the other party becomes bankrupt, or (being a company) the other party becomes subject to an administration order or goes into liquidation, or any third party takes possession of, or enforces rights over, any of other party's property or assets under any form of security, or the other party stops or threatens to stop carrying on business, or the other party suffers any process equivalent to any of these, in any jurisdiction, or the terminating party reasonably believes that any of the events mentioned above are about to occur and the terminating party notifies the other party accordingly.
(ii) Upon termination of the Contract, however caused, and without prejudice to any other rights or remedies available to the Supplier, the Customer shall pay to the Supplier on demand all Charges and other sums due but unpaid at the date of such demand, together with any interest accrued according to the terms of section 5.(iv), and any Charges under any invoice which the Supplier raises after termination, relating to any Goods which have been supplied prior to termination, but for which the Supplier had not yet raised an invoice before termination, and any costs and expenses incurred by the Supplier in recovering the Goods and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
(iii) Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
(i) The Customer shall not be able to assign any of its rights or duties under this contract without the written consent of the Supplier.
(ii) The Supplier shall be able to sub-contract any of its rights or duties.
This contract shall be construed in accordance with the law of the place where the Goods are delivered.