AMOR Cladding Ltd Standard Terms

1. Definitions

1.1 “the Buyer” shall mean the customer stated on the order confirmation.

1.2 “the Company” shall mean: Amor Cladding Ltd

1.3 “a Consumer” shall mean a customer solely contracting for non-business purposes. The statutory rights of a Buyer dealing as a Consumer are not affected by these Terms.

1.4 “the Goods” means goods and/or services supplied by the Company.

2. Contract

2.1 All orders are placed and accepted by the Company only under these terms and conditions (“the Terms”). The Terms exclude any other terms and conditions and any provision, stipulation or condition in the Buyer’s order form or elsewhere which conflicts with or in any way qualifies or negates any of the Terms shall have no effect and the Terms shall prevail.

2.2 No variation of the Terms is permitted unless expressly accepted by a director of the Company in writing. All quotations by the Company are subject to acceptance within 28 days.

2.3 A quotation given by the Company is not an offer and the Company reserves the right to withdraw any quotation without prior notice.

2.4 No cancellation of the whole or any part of any order by the Buyer is permitted except where expressly agreed by a director of the Company in writing and will be subject to whatever conditions the director states. This is subject to a Consumer’s right to cancel pursuant to law for non-bespoke Goods.

2.5 Goods supplied by the Company are offered at the Company’s prices set from time-to-time.

2.6 Quotations are based on prices applicable to quantities specified. In the event of orders being placed for lesser quantities, the Company shall be entitled to adjust the price of Goods as ordered to take account of the variation in quantity.

2.7 The Company reserves the right at any time prior to delivery of the Goods to adjust the price to take account of any increase in the cost of raw materials, freight, labour or services, war risk, insurance rate, any charge, tax, duty, levy, impost on the Goods or any currency fluctuations affecting the cost of imported materials.

2.8 The Company has the right to sub-contract any order or part of any order.

 

3. Payment

3.1 Payment shall be made as per the terms of the order confirmation (and in advance unless credit terms have been agreed in writing, but no credit terms will be permitted with bespoke Goods). VAT and any other duty or tax payable by the Buyer will be added at the prevailing rate if applicable and payable additionally by the Buyer.

3.2 The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim of the Buyer and in the case of any short delivery or delivery of damaged Goods, shall remain liable to pay the full invoice price of all other Goods delivered or available for delivery.

3.3 The Company shall be entitled at all times to set off any debt or claim of whatsoever nature which the Company may have against the Buyer against any sums due by the Company to the Buyer.

3.4 The Company reserves the right at any time at its discretion to request a deposit, stage payments, or pre-payment, before continuing with, or before delivering Goods in satisfaction of any order notwithstanding any previous agreement to provide credit to the Customer.

3.5 If the Buyer fails to pay the Company any sums owing on the due date or any credit limit is exceeded, or the Buyer (or an associated company) is in the opinion of the Company unable to pay its debts or is insolvent or appoints any type of insolvency practitioner or any application is made to court in that respect, or if there is a change of control of the Buyer, or if the Buyer is in breach of any contract with the Company and fails to remedy such breach after being so requested to do so, the full balance outstanding on any account between the Company and the Buyer shall become immediately payable and the Company shall be entitled to do any one or more of the following (without prejudice to any other right or remedy it may have):-

3.5.1 require payment in cash or cleared funds in advance of delivery of undelivered Goods;

3.5.2 cancel or suspend any further delivery to the Buyer under any contract;

3.5.3 charge the Buyer interest on the balance of monies due at the rate of 8% per annum above the Bank of England base rate in force from time to time from the date the payment became due until actual payment whether before or after judgment;

3.5.4 exercise its rights under Clause 6.

 

4. Delivery and Collection

4.1 Goods collected by the Buyer from the Company’s premises shall be deemed to be delivered when they have been loaded on to the Buyer’s vehicle or are otherwise in the Buyer’s possession. Goods transported by the Company shall be deemed to be delivered when they are ready to be unloaded on the site specified by the Buyer. The Buyer shall be liable for any subsequent loss or damage to the Goods however caused.

4.2 The Company does not undertake to deliver or collect any load over roads or ground which it considers unsuitable and accepts no responsibility for damage to roads, driveways or paved areas. All necessary labour and equipment required to unload materials promptly shall be supplied by the Buyer and the responsibility of the Company’s drivers is limited to handling goods off the vehicle, unless otherwise stated on an order conformation.

4.3.1 Delivery dates are estimates only and time of delivery is not of the essence of the contract. Delivery date estimates will not start to run until payment has been received.

4.3.2 The Company shall not be liable for any damages whatsoever whether direct or consequential (including for the avoidance of doubt any liability to any third party) resulting from any delay in delivery of the Goods or failure to deliver the Goods within a reasonable time, whether such delay or failure is caused by the Company’s negligence or otherwise howsoever.

4.3.3 Unless otherwise agreed in writing, all Goods will be delivered to the place set out in the accepted order.

4.4 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.

4.5 If, as a result of a lack of mechanical assistance, the driver returns without unloading, or is detained on site, the Company reserves the right to charge for wasted time or re-delivery.

4.6 Deviations in quantity of Goods delivered from those stated on an order confirmation shall not give the Buyer any right to reject the Goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of the Goods delivered.

4.7 In the event of any Goods or any packing or container being delivered and deposited whether on the public highway or elsewhere the Buyer shall be responsible for compliance with all regulations and for all steps which need to be taken for the protection of persons or property in relation to such Goods packing or container and shall indemnify the Company in respect of all or any costs claims losses or expenses which it may incur as a result of such delivery.

4.8 If for any reason delivery is required  outside of the Company’s normal hours of business, or at a specific time or date, the Company reserves the right to make an extra charge.

4.9 Goods may be collected by prior agreement with the Company and if so agreed the Buyer shall collect the Goods within 14 days from the agreed collection date or the date notified they are available for collection or the date of the contract whichever is the later. After this the Buyer will incur storage charges at the current rate applied by the Company.

4.10 When a Buyer collects the Goods their vehicle shall be equipped with sufficient skids to enable loading by fork-lift truck. The Buyer shall be solely responsible for the size, weight and positioning of any load on their vehicle and shall fully indemnify the Company from any claims or actions arising therefrom.

4.11 The Company shall have the option to supply all or any of the Goods in either metric or imperial sizes in the nearest equivalent measure and the Goods may be charged in metric measure allowing for conversions.

 

5. Claims

5.1 The Buyer shall inspect the Goods at the place and time of unloading or loading if collected.

5.2.1 The Buyer must give the Company written notification within three working days of unloading of any claim for short delivery.

5.2.2 If the Buyer does not give the Company that notification within that time the Goods will be deemed to have been delivered in the quantities shown in the delivery documents.

5.2.3 The Buyer shall not be entitled and irrevocably and unconditionally waives any right to reject the Goods or claim any damages whatsoever for short delivery howsoever caused.

5.2.4 The Company’s liability for short delivery is limited to making good the shortage.

5.3.1 Where it is or would have been apparent on a reasonable inspection that the Goods are not in conformity with the contract or (if the contract for sale by sample) that the bulk does not compare with the sample the Buyer must endorse the delivery note and give the Company written notice within three working days of unloading of any claim to that effect.

5.3.2 If the Buyer (not being a Consumer) fails to give the Company notification within that time the Goods will be deemed to have been accepted and the Buyer shall not be entitled and irrevocably and unconditionally waives any right to reject the Goods.

 

6. Ownership and Risk

6.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent.

6.2 The ownership of the Goods shall remain with the Company until the Buyer has paid all sums owed by the Buyer to the Company on whatsoever grounds.

6.3 Until title passes the Buyer will hold the goods as fiduciary agent and bailee for the Company and shall keep the Goods separately stored, protected, insured and identified as the Company’s property.

6.4 The Buyer may only use or agree to sell the Goods in the ordinary course of its business subject to the express condition that the proceeds of any sale or insurance proceeds received in respect of the Goods are held in trust for the Company and are not mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s money.

6.5 The Company may at any time revoke the power of sale and use granted to the Buyer and recover and re-sell the Goods in which title shall not have passed to the Buyer. The Company by its servants or agents shall be entitled to access to the Buyer’s premises or those to which the Buyer has a right of access where the Goods or some of them are stored or thought to be stored for the purpose of repossession at any time.

6.6 If the Goods are destroyed by an insured risk prior to the same being paid for by the Buyer, the Buyer shall receive the proceeds of insurance as trustees for the Company.

6.7 Should the Buyer alter the Goods by subjecting them to any manufacturing process or incorporating them into any other production mixing them in any way the Company will own the resulting product (“altered goods”) until payment due under all contracts between the Company and Buyer has been made in full and all the Company’s rights under these clauses shall extend to the altered goods.

 

7. Representations

7.1 The Company shall not be liable in respect of any misrepresentation made by the Company its servants or agents (unless made in writing by a director of the Company) to the Buyer its servants or agents as to the condition of the Goods their fitness for any purpose or as to quantity or measurements.

7.2 The Company’s catalogues, technical circulars, price lists and other literature are for the Buyer’s general guidance only and statements made therein shall not constitute representations by the Company and the Company shall not be bound by them. If the Buyer requires advice in relation to the Goods a specific request for advice should be made and any advice made or confirmed in writing in response by a director only to such a request shall amount to a representation.

7.3 For the avoidance of doubt except where the Goods are supplied to a Buyer dealing as a Consumer the Company’s liability for misrepresentation (other than fraudulent) is excluded as per Clause 8.

8. Liability

8.1 If the Buyer deals as a Consumer any provision of these Terms which is of no effect shall not apply.

8.2 In this Clause “the Defect” means the condition and/or any attribute of the Goods and/or any other circumstances which but for the effect of these Terms would have entitled the Buyer to damages.

8.3 The Company shall not be liable for any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever.

8.4 Instead of liability in damages the Company shall in its sole discretion repair the Goods at its own expense or supply replacement Goods free of charge or refund all (or where appropriate part) of the price paid for the relevant Goods.

8.5 The Company will not be liable under Clause 8.4:

8.5.1 if the Defect arises from fair wear and tear;

8.5.2 if the Defect arises from wilful damage negligence abnormal working conditions mis-use alteration or repair of the Goods or failure to follow industry standards or instructions relevant to the Goods or storage of the Goods in unsuitable conditions or the Buyer using an unsuitable site or foundations or support for the mounting of the Goods;

8.5.3 unless after discovery of the Defect the Company is given a reasonable opportunity to inspect the Goods before they are used or in any way interfered with;

8.5.4 if the Defect would have been apparent on a reasonable inspection at the time of unloading or collection, or written notice of any claim is not given to the Company within two working days of the time of unloading or collection.

8.6 If the Goods are not manufactured by the Company or have been processed or milled by a third party whether or not at the request of the Company or the Buyer, the Company’s liability in respect of any defect in workmanship or materials of the Goods will be limited to such rights against the manufacturer or the third party as the Company may have in respect of those Goods.

8.7 If the Goods are manufactured processed or milled by the Company to the design quantity measurement or specification of the Buyer or its agents then the Company shall not be under any liability for damages whatsoever or under Clause 8.4.

8.8 The Buyer will unconditionally fully and effectively indemnify the Company against all loss damages costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any industrial or intellectual property rights of any other person, relating to the purchase or use of the Goods; and/or arising from any manufacturing processing or milling requested by the Buyer.

8.9 The Company’s total liability for any one claim or for the total of all claims arising from any one act of default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the purchase price of the Goods the subject matter of any claim.

8.10 The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside its control including but not limited to war, epidemic, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (U.K. or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.

 

9. Nature of Goods

9.1 Any complaints as to the moisture content of the Goods must be made to the Company within 72 hours and followed up in writing by the Buyer within 72 hours thereafter. Any goods delivered by the Company must be stored by the Buyer in proper conditions and in accordance with industry standards.

9.2 Though the Company may at the Buyer’s request assist with take offs, the Company is not trained in quantity surveying and will not be liable for any measurements made, which must be checked by the Buyer.

9.3 Accessories to install the Goods can be supplied on request, but the Company shall not in any way be responsible for installations or defects regarding them. The Buyer must obtain separate advice from professional installers.

9.4 The Buyer confirms that it understands that wood is a natural, living material, and part of its charm is that it develops over time. Re-applications of the required finish to keep it looking its best may be necessary and to provide the adequate protection that is required to maintain its longevity.

9.5 The Company makes every effort to supply the Goods as described, but reserves the right to supply the goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer or due to other reasons beyond the control of the Company, such as movements in the timber.

9.6 All samples are only an indication and not a guarantee of size, quality or colour of the goods to be supplied (unless a production sample is agreed between the parties; but in such a case, the sample must be stored in a secure, dry, dark place away from UV light, as samples can fade over time). Natural variations are intrinsic to the wood’s character and are part of the beauty of the Goods and should not be seen as a fault. All finishes may be susceptible to discoloration due to airborne particles from things such as cooking, smoke, fireplaces, candles, etc. Prolonged exposure to natural or artificial light and/or moisture may also alter the finished colour. The Company shall have no liability to the Buyer in regards to any of the above matters.

 

10. Health & Safety

10.1 The Buyer shall ensure that all persons handling or using the Goods are fully aware of all appropriate regulations, guidance and recommendations concerning their safe and proper use, handling, storage, installation and disposal.

10.2 The Buyer shall be solely responsible for ensuring compliance with all statutes, regulations, and codes of practice applicable to the Goods and shall indemnify the Company against all loss or damage arising out of any breach by the Buyer of this clause.

 

11. Data Protection

11.1 The Company may hold and process personal data relating to the Buyer for the purposes of account administration, credit assessment, and marketing in accordance with the Data Protection Act 2018 and the UK GDPR.

11.2 The Buyer consents to the processing, disclosure, and transfer of such information to credit reference agencies and other companies associated with the Company.

 

12. General

12.1 The Buyer shall not assign or transfer any of its rights or obligations under any contract with the Company without the prior written consent of the Company.

12.2 The Company may assign or sub-contract any of its rights or obligations under any contract with the Buyer without notice.

12.3 If any provision of these Terms is found by any court or competent authority to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

12.4 The Terms (and an order confirmation, though the Terms take precedence) constitute the entire agreement between the Company and the Buyer and supersede all prior communications, representations or agreements, whether oral or written, relating to the subject matter hereof. No employee or agent of the Company has authority to make any representation or promise not contained herein.

12.5 The Terms shall be governed by and construed in accordance with the laws of England and Wales, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.