Terms & Conditions
In the terms of these conditions “the Company” means A&B Fencing Ltd and its trading divisions; “the Customer” means the person, firm or company purchasing the goods and/or accepting services from the Company under the contract between the Company and the Customer; “Contract” means the written or verbal contract made between the Company and the Customer; “Goods” means the goods or services included in the contract; “Consumer” means a consumer as defined by the Unfair Contract Terms Act 1977 (as amended) or Unfair Terms in Consumer Contract Regulations 1999 (as amended). The statutory rights of a Customer who is a Consumer are not affected by these Terms and Conditions.
(a) No variation or addition to these Terms and Conditions shall be incorporated into the Contract unless such variations or additions and the Company’s agreement thereto are both expressly agreed in writing.
(b) These Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation or order or similar document.
(c) These conditions and the Contract between the Company and the Customer shall be subject to and construed in accordance with English Law subject to the exclusive jurisdiction of the English Courts.
2. Estimates and Quotations
(a) Any estimates given by the Company in respect of quantities needed will be treated as such without any obligation on the part of the Company, the Customer is entirely responsible for ascertaining the actual quantities required.
(b) Any estimates given by the Company in respect of delivery times, prices or quantities are not binding on the Company, although the Company makes all reasonable efforts to achieve these commercial estimates.
(c) Quotations are for the supply of goods and/or materials on these Terms and Conditions only.
(d) Any quotations/estimates given by the Company is not an offer and the Company reserves the right to withdraw or amend any quotation/estimate at any time prior to the Company’s acceptance of the Customers order.
(e) Where fine or specific tolerances are required in the goods supplied beyond those generally accepted in the building trade no liability will attach to the Company unless such fine tolerances are notified in writing to the Company at the time of order and the Company has acknowledged in writing that it is prepared to accept such fine tolerances.
(f) The Company shall be entitled, without notice to the Customer, to alter any specification, description, design, drawing, illustration and/or other particulars relating to goods and to supply the goods as so altered in performance of the contract and shall also be entitled to substitute similar goods of equivalent type and to supply such goods in performance of the contract.
3. Acceptance of Order
(a) All orders are accepted by the Company solely on these Terms and Conditions, which over ride any terms and conditions stipulated, incorporated or referred to by the Customer whether in its order or any negotiations.
(b) All orders are accepted subject to availability of Goods. The Company reserves the right to decline or accept any order.
(c) Any order placed by the Customer with any of the Company’s salesmen or other employees or representatives shall be subject to acceptance by the Company.
(a) The price of the goods shall be the Company’s quoted price which shall be binding upon the Company subject to conditions 4(b), (c) and (d) provided that the Customer shall accept the Company’s quotation within 30days. For the avoidance of doubt where no price has been quoted (or a quoted price is no longer valid) the price of the goods shall be the price listed in the Company’s published price list at the time of delivery.
(b) The Company may by giving notice to the Customer at any time up to 7 days before delivery increase the price of the goods to reflect any increase in the cost to the Company which is due to factors occurring after the making of the Contract which are beyond the reasonable control of the Company (including without limitation foreign exchange fluctuations, taxes and duties and the cost of labour, materials and manufacturing costs) provided that the Customer may cancel the Contract within 7 days of any such notice from the Company.
(c) Where delivery is in instalments the Company shall be entitled to increase the price as stated in Condition 4(b) in respect of any Goods undelivered at that time.
(d) All prices quoted are exclusive of Value Added Tax, delivery charges, credit card charges, or any other taxes, duties or charges, unless otherwise stated.
(a) Credit accounts may be opened at the discretion of the Company subject to satisfactory credit references being obtained. Payment for goods supplied on credit accounts, unless otherwise stated in writing by the Company, shall become due and payable not later that the last day of the month following the month of delivery of the goods.
(b) For all other transactions, the Company shall be entitled to invoice the Customer for the price of the goods or services at the sooner of the acceptance of the order or delivery of the goods and the Customer shall pay the price of the goods at the time of the rendering of the Company’s invoice, unless expressly agreed otherwise on the Company’s order acknowledgment or acceptance of order.
(c) Without prejudice to the Company’s rights to enforce payment, if the Customer fails to make payment as herein provided for in Conditions 5(a) and (b) the Company shall be entitled to charge interest on any balance outstanding from the date the same become due for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds TSB Bank plc until payment is made, whether before or after any judgment. The Company reserves the right (where applicable [and in any event only in respect of Customers who are not Consumers]) to claim interest under the Late Payment of Commercial Debts (Interests) Act 1998.
(a) The Customer shall not be entitled to assign the Contract without the prior written consent of the Company.
(b) The Company may assign the Contract or any part of it to any person, firm or company.
7. No Right to Third Parties
(a) The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.
(a) Delivery of the goods shall be made by the Customer collecting the goods at the Company’s premises at any time after the Company has notified the Customer that the goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the goods to that place.
(b) Goods shall be delivered by a method of transport the Company considers suitable to the address requested by the Customer.
(c) The Company shall not be liable to the Customer for any loss or damage whether direct, indirect or consequential if it is delayed in part or in whole in delivering the goods.
(d) Risk of damage to or loss to the goods shall pass to the customer:
(i) in the case of goods to be delivered at the Company’s premises, at the time when the Company notified the Customer that the goods are available for collection; or
(ii) in the case of goods to be delivered otherwise than at the Company’s premises, on delivery or if the Customer wrongfully fails to take delivery of the goods, at the time when the Company has tendered delivery of the goods.
(e) Where goods are delivered by or on behalf of the Company otherwise than at the Company’s premises, the Company accepts no liability whatsoever for loss of or damage to goods in transit unless notified in writing of the details within seven days following despatch.
(f) The Customer will give to the Company, its servants and workmen, unrestricted access to any relevant working area at all reasonable times and shall provide the necessary labour and equipment so that the Company may complete the delivery in accordance with the Contract. Return visits as a result of the Customer’s failure to take delivery of the goods for whatever reason will be on a chargeable basis.
(g) Any stated time or date for delivery is an estimate only and the Company does not bind itself to make delivery at such time or date. Accordingly the Company shall not be liable for failure to deliver by such time or date, nor for any loss or damage arising directly or indirectly from such failure; nor shall the Customer be entitled to refuse to accept the goods because of a late delivery; nor, where goods are to be delivered in instalments, shall the Company’s failure to deliver any instalments by any time or date entitle the Customer to treat the contract as a whole as repudiated.
(h) If the Customer fails to take delivery of the goods or fails to give the Company adequate instruction for delivery, without prejudice to any other right or remedy available to the Company, the Company may:
(i) store the goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
(ii) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account the Customer for the excess over the price stated in the Contract or charge the Customer for any shortfall below the prices stated in the contract.
(i) Where delivery is agreed to be made by instalments, each instalment shall be deemed to be a separate and distinct contract, and no default by the Company in respect of any one or more instalment shall entitle the Customer to reject or withhold payment in respect of any other instalment or instalments.
(j) On request, the Company shall, within three months of delivery, provide evidence of delivery of goods ordered, such as delivery note. If the Customer does not raise any query about delivery within such period, goods shall be deemed to have been delivered in accordance with the Customer’s order.
Except as otherwise provided in these conditions the risk of loss or damage to the Goods passes to the Customer, the Customer shall insure the Goods from the time that the risk passes to their full reinstatement value.
10. Retention of Title
(a) The Customer shall own the goods only once:
(i) they have been paid in full
(ii) all other goods supplied by the Company either previously or subsequently have been paid for in full, until then they belong to the Company and the Customer shall deal with them only in the way set out under this condition
(b) The Customer shall ensure that the goods can be identified and separated easily from the other goods held by the Customer by storing them separately or labelling them and by keeping stock records. If the goods have been mixed with others, the Company shall co-own the mixed goods and be entitled to recover goods of equivalent nature and quantity.
(c) The Customer shall keep the Goods stored properly and protected from damage and shall insure them to their full reinstatement value. The proceeds of any insurance claim shall belong to the Company.
(d) The Customer shall not sell, give, pledge, lend or otherwise dispose of the goods except that it may sell the goods on behalf of the Company in the ordinary course of its business. Until the Customer has satisfied the conditions in 8(a):
(i) the Company shall own the proceeds of sale which shall be paid into a separate account in the Customer’s name;
(ii) the Customer shall transfer the proceeds to the Company immediately on demand;
(iii) the Customer shall at the Company’s request notify buyers or potential buyers of the Company’s ownership of the goods
(iv) the Customer shall at the Company’s request immediately assign to the Company any debts arising from the sale. Until notified by the Company, the Customer may collect these debts on behalf of the Company. If the Company so requests, the Customer shall promptly take such actions as are necessary to perfect the assignment.
(v) the Company shall be entitled to repossess, or trace the goods, or the proceeds of sale in the hands of the Customer or any liquidator or receiver.
(e) The Company may treat any payment from the Customer as being for goods that the Company no longer has in his possession, whatever purpose the Customer gives to the payment.
11. Cancellation of Order
(a) The Customer with the Company’s consent, which shall not be unreasonably withheld, may cancel any order for Goods held in stock by the Company at the date of such order and by a minimum of 48 hours written notice, provided that the Customer shall pay a cancellation charge and reimburse CCF to any third party in relation to that order.
(b) An order for non-standard Goods other than those held by the Company in stock at the date of the Customer’s order, may not be cancelled once an order has been accepted by the Company.
(c) Each delivery of Goods will be considered as a separate order for the purpose of this clause.