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TERMS AND CONDITIONS OF SALE 

General 

  1. This document contains the full terms and conditions of business upon which the company known as Armstrong industries ltd as seller of goods is prepared to enter into a binding agreement for the sale of goods to the purchaser.

  2. No other terms and conditions will apply, nor will any variation to these terms be allowed, unless specifically agreed in writing,which may be either hard copy or electronic communication  by the company’s Managing Director. No other employee, representative, or agent has authority to vary or amend these terms in any way whatsoever. Any such attempt to do so will be void against the company. 

  3. No order for the supply of goods and services will be accepted unless or until the purchaser has acknowledged receipt of these terms and conditions. The placement of an initial order thereafter will be acceptance by the purchaser that these terms and conditions apply exclusively to this contract and to all future contracts made between the parties. 

  4. Any illustrations, drawings and general descriptions contained in the company’s price list, advertisements, promotional literature and other such like documents are for guidance purposes only and shall not be binding on the company unless stated by the company in writing. 

Quotations 

  1. Quotations provided by the company are valid for 28 days if provided by the company in writing. All verbal quotations are subject to written confirmation and shall not be binding on the company at any time.

Specifications 

  1. The company pursues a policy of constant improvement and therefore reserves the right to change the specification of the product without notice to the purchaser.

  2. Components not manufactured by the company, but required to be fitted to product to be supplied to the purchaser, will be fitted in accordance with the manufacturer’s instructions, but may vary from one piece of equipment to another. Such components will however be of a consistent reasonable standard although variations will not give rise to any claim by the purchaser unless the purchaser can show that this materially affects the commercial use of the goods. 

  3. Any variations to the original specification as requested by the customer will render the customer liable the company for any reasonable increase in price as a result of such variations and will form part of the total purchase price. 

Acceptance and Cancellation

  1. Only orders placed on properly constituted order forms supplied by the company for the purchaser or alternatively in writing,as agreed will be processed. The Company will not be liable for erroneous or missing information on   orders submitted on non company order forms.Verbal enquiries and orders are accepted conditional upon the placement of a written order within 24 hours of placement of the verbal order. Failure to place the written order gives the company discretion to refuse the order or amend any quotation placed. 

  2. No right of cancellation of a properly constituted order will be allowed, either in whole or in part, except where notification in writing is made and communicated to the company within 48 hours of placement of the order and only then with the consent of the company. Such consent will not be unreasonably upheld, but will only be given on the basis that the purchaser will reimburse the company for any loss of expense incurred, including any consequential losses arising from such cancellation.  Failure to reimburse such losses within 14 days of notification of their order will render the purchases liable for the full value of the original order. 

  3. The purchaser will be responsible to the company for ensuring the accuracy of all contents and specifications on the job confirmations prior to returning this dated and signed to the company as confirmation to proceed with manufacture. The purchaser will supply all necessary information relating to the goods within a timescale to enable the company to perform the contract in accordance with these terms. 

Price

  1. The company reserves the right to by giving notice to the purchaser at anytime before delivery to increase the price of the goods to reflect any increases in the costs to the company arising from factors beyond their control. Examples include any increases in the cost of materials, labour, freight, transport, taxes, fees or charges imposed by government. 2

  2. All prices are subject to Value Added Tax for which the purchases will additionally be liable to pay to the company. 

Payment terms 

  1. Unless specifically agreed in writing between the parties, payment for all materials, goods and services provided shall be made on a cash on delivery basis. 

  2. Should the purchaser, following notice that the goods are available for delivery, fail to take delivery of the goods then the company shall be entitled to invoice the purchaser for their full value forthwith. 

  3. Further, the company shall be entitled to withhold further delivery of the goods until payment in full has been received, and to charge the purchaser reasonable charges for storage of the goods. 

  4. The company reserves the right in any event to demand full or part payment before proceeding with, or continuing any order placed by the company. 

  5. If the purchaser defaults in any payment whatsoever the company reserves the right to cancel future orders, or to decline to deliver, or delay delivery of any goods ordered by the purchaser. 

  6. The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment Commercial Debts Regulations 2002 applies to these terms and conditions. The company understands and will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid in accordance to agreed credit terms. 

  7. The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and buyer for which payment of the full price of the goods there under 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 seller and the buyer under which the goods were delivered. 8

  8. The purchaser is at liberty to sell the goods in the ordinary course of business, but such a power of sale may be revoked in the event of their being at default in payment. Such a power of sale by the purchaser will terminate immediately on the appointment of a receiver or administrative receiver, the purchaser suffering any levy of execution on its goods, or if the purchaser is placed into liquidation or bankruptcy, or the buyer becomes insolvent within the meaning of s123 or s268 of the Insolvency Act 1986. Upon termination of the power of sale, this will immediately make the company’s goods available to the company, including entitling the company to enter any premises of the purchaser for purposes of removing the said goods. 

  9. Any payments received will be allocated against the oldest outstanding items on the account unless the purchaser advises payment allocation details in writing within 14 days of the date payment is made.  

Delivery 

  1. Unless otherwise agreed in writing time will not be of the essence but the company undertakes to use its best endeavours to execute orders and to provide delivery in a reasonable period of time. Any dates quoted for delivery are approximate only and the company shall not be liable for any delay in delivery of the goods.

  2. Claims for damages or shortages must be reported to the company in writing immediately on receipt of the goods and should be with the company at latest within 48 hours of the date of delivery. Any liability that the company may incur for loss or damage to goods in transit shall be limited to the value of such goods, or at the option of the company the replacement of such goods.  The company will not at anytime be liable for any indirect or consequential losses however incurred. 

  3. A delivery or collection note signed on behalf of the purchaser is deemed to be absolute evidence of delivery or collection of the goods specified therein. 

  4. In the event that the company is required to delivery to unattended premises then it is accepted by the purchaser that the goods are complete in every respect and in good condition. The company will accept no liability for defective goods or short delivery of goods in such circumstances. 

  5. Goods delivered otherwise than by the company will become the responsibility, and shall be at risk, of the purchaser from the moment of collection. 

  6. The company reserves the right to deliver goods in instalments unless otherwise expressly stipulated in writing. 

  7. The company shall be entitled to cancel delivery in whole or in part when it is delayed or prevented from making delivery from strikes, lockouts, trade disputes or any other cause being the company’s control including but without limitations an act of God, act or purchases, embargo or other Government intervention, regulation or request, fire, accident, floods, war, riot, delay in transportation, inability to obtain labour, materials or manufacturing facilities and the company shall not be bound to obtain goods to replace goods delivery of which has been cancelled as a result of such an event. 

Defects 

  1. The company undertakes to replace goods shown to the satisfaction of the company by the purchaser to be defective provided that:

    • The purchases notifies the company in writing immediately the defect becomes manifest, and in any event within 7 days of the delivery or collection of the goods.

    • The purchaser retains the allegedly defective or damaged goods until inspection by the Company. Failure to observe this requirement will act as an absolute bar to any claim by the purchaser.

  2. The submission of a complaint shall not excuse or entitle the purchaser to delay payment in respect of the goods supplied.

  3. The purchaser shall not be entitled to make any claim against the company for any work done on the defective goods, transportation costs, loss or damage of any kind other than the replacement cost of such goods.

  4.  Save in respect of death or personal injury the company accepts no liability whatsoever for damage of any kind, unless such damage can be shown to have arisen as a result of the negligence of the company, its servants or agents. Such liability for death or personal injury shall be limited to £5,000,000.00       

  5. Visual quality standard of installed insulated glass units, constructed from flat transparent glass, please refer to Glass & Glazing Federation standard Section 4 (January 1998) for guidance for Industry Standard of acceptability.

Copyright 

  1. The purchaser shall indemnify the company against any claims made against the company for the infringement of patent rights, registered designs or copyright arising with respect to any item or design supplied by the purchaser to the company. 

  2. The purchaser shall not alter the product or design of any item supplied by the company without the written consent of the Managing Director of the company. 

  3. All drawings designs, specifications, and other information that the company supplies in connection with a quotation or order are confidential. They remain the property of the company and must not be disclosed to any third person without the written permission of the company’s Managing Director. 

  4. Where products are sold specifically as ‘second hand’ the purchaser agrees, after being given a reasonable opportunity to inspect goods, if goods are not inspected by the purchaser they are bought unseen and the purchaser accepts them in their then condition and such acceptance will constitute prima facie evidence that the purchaser accepts that the goods on this basis. 

LAW 

  1. These terms and conditions are governed by and shall in all respects be construed as having effect according to the Laws of England and Wales and the Courts of England and Wales will have exclusive jurisdiction to determine any dispute.

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