Standard Terms and Conditions of the Sales of Goods and Provision of Services
- 1.1 In these Conditions: “Buyer” means the person whose order for Goods and/or Services is accepted by the Seller. “Terms”
or “Conditions” means the standard Terms and Conditions of sale set out in this documents and (unless the context otherwise requires) includes
any special terms and conditions agreed in writing between the Buyer and Seller. “Contract” means the contract for the purchase and sales
of goods and/or supply of Services. “Goods” means Goods which the Seller sells to the Buyer under these Conditions. “Order Confirmation”
means the acknowledgement of the Quotations provided by the Seller to the Buyer whether written or oral. “Quotation” means the quotation
for the Goods and Services provided to the Buyer by the Seller whether written or oral. “Seller” means Advanced Maintenance UK Ltd., details
of which are given in the Quotation and/or whose details have been provided to the Buyer in writing or orally. “Services” means any Services
provided to the Buyer (including all of them or part of them) under a Contract.
- 1.2 The Headings in these Standard Terms and Conditions are for convenience only and shall not affect their interpretation.
2 Making the Contract
- 2.1 Each Quotation will be deemed to be an offer by the Buyer to buy the Goods and/or Services in accordance with these
Conditions. The Contract is made when the Quotation is accepted by the Seller by the issue to the Buyer of an Order Confirmation whether
written or oral.
- 2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives
of the Buyer and Seller.
- 2.3 The Buyer must ensure that the terms of the Quotation and any applicable specification are complete and accurate.
If the Buyer wishes to amend any aspect of the Quotation the Buyer has been given, the Buyer must contact the Seller immediately. If such
amendment changes any other aspect of the Quotation (for example the price) and the Seller is able and willing to amend it, then the Seller
will send the Buyer a new Order Confirmation.
- 2.4 All Quotations are, unless agreed otherwise in writing, valid for 30 days only or until earlier acceptance by the
Buyer. If the Quotation is accepted 30 days after it has been issued, the Seller can amend the Quotation without giving notice to the Buyer.
- 2.5 The Seller reserves the right to make any changes in the specification of the Goods and. /or Services which are required
to conform with any applicable legal or regulatory requirements (including but not limited to safety requirements) or which do not materially
affect their quality or performance. The Seller will seek the Buyer’s agreement when such changes are deemed necessary.
- 2.6 Orders which have been accepted by the Seller may be cancelled by the Buyer within the first 7 days; after this 7
days period, the cancellation can only go ahead once the Buyer obtains the agreement in writing from the Seller and on terms that the Buyer
shall indemnify the Seller in full against all loss arising from costs incurred (including the cost of all labour and materials used),
damage charges and expenses incurred by the Seller as a result of such cancellation.
- 2.7 When a Quotation is based upon information supplied by the Buyer, the Buyer is responsible for its accuracy and any
increased costs of supply resulting in inaccuracy are the Buyer’s responsibility.
- 2.8 All drawings, specifications, illustrations and data contained in any of the Seller’s brochures or website connected
with the Seller are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Service represented and
do not form part of the Contract.
3 Price of Goods and/or Service
3.1 The price of the Goods and/or Service shall be the price set out in the Order Confirmation;or where the price is not
referred to in the 3.2 Order of Confirmation, the price of the Goods and/or Service shall be as set out in the quotation; or where no price
has been quoted or a quoted price is no longer valid (i.e. after 30 days from Quote being issued)the price of Good and/or Service will be calculated
from the Seller’s current price list (of materials provided and/or labour hours incurred) published from time to time;
- 3.2 The Seller reserves the right to increase the price of Goods and/or Service to cover:
- 3.2.1 Any change in delivery dates, quantities or specifications of the Goods and/or Services which are requested
by the Buyer;
- 3.2.2 Any delay caused by any instruction given by the Buyer or failure of the Buyer to give the Seller adequate
information or instructions;
- 3.2.3 Any additional costs to comply with the requirements 2.3 and 2.7.
4 Terms of Payment
- 4.1 In the absence of any special terms agreed in writing between the Seller and Buyer, the Seller will invoice the Buyer
for the price of the Goods and/or Services on or at any time after delivery of Goods and/or performance of the Services. If the goods are
to be collected by the Buyer, the Seller will invoice the Buyer on or at any time after the Buyer has collected the goods. If the Buyer
fails to take delivery of Goods and/or fails to accept performance of the Services after being notified by the Seller, the Seller shall
be entitled to invoice the Buyer at any time after the notification. If the Seller has tendered delivery of the Goods and the Buyer has
failed to take delivery, the Seller will invoice the Buyer on or at any time after the Seller has notified the Buyer of the attempted delivery.
- 4.2 Subject to clause 4.3 below, the Domestic and Commercial Buyer shall pay the price of the Goods and/or Services within
no more than 7and 30 days respectively of the date stated on the invoice. If the Buyer fails to make any payment on the due date, then
without any prejudice to any other rights or remedy available to the Seller, the Seller shall be entitled to:
- 4.2.1 Cancel the contract and/or suspend further deliveries of Goods and/or provision of Services to the Buyer;
- 4.3.2 Charge the Buyer interest (both before and after judgment by a court) on the amount unpaid at the rate
5% per annum above Barclays Bank plc base rate from time to time until payment in full is realized in our bank account (part of
one month will be treated as a full month in our interest calculations).
- 4.3.3 Withdraw or reduce credit facilities originally agreed.
- 5.1 Any dates given for delivery of the Goods and/or provision of the Services are given in good faith and are approximate
only and the Seller shall not be liable for any delay in delivery of the Goods and/or provision of the Services however caused.
- 5.2 Without prejudice to any other provisions in these Terms, in any event, out total liability for any one claim, or
for the total of all claims arising from any one act of default on our part howsoever arising (whether arising from our negligence or otherwise),
shall not exceed the purchase price of the Goods – the subject matter of any claim.
- 5.3 The Seller may deliver the Goods by separate Instalments and perform any Services in Stages. Each separate Instalment
or Stage will be invoiced and paid for in accordance with the provisions of this Contract.
- 5.4 Each instalment or Stage invoiced is a separate Contract, and unless stated in these Conditions, no cancellation
or termination of any one Contract relating to an instalment or stage will entitle the Buyer to repudiate or cancel any other Contract
or Instalment or stage.
6 Title and Risk
- 6.1 Title to any Goods supplied at any time to the Buyer by the Seller shall not pass to the Buyer, notwithstanding delivery
of any Goods or any documents representing them, until payment in full for any and all such Goods supplied and all other amounts on any
account whatsoever due from the Buyer to the Seller has been made in full by the Buyer.
- 6.2 Until the passing of title to any Goods as stated in 6.1 above, the Buyer shall be the Bailee of the Goods for the
- a) Shall keep the Goods in its possession and control intact and in good conditions;
- b) Pending the passing of property in the Goods under clause 6.1 above, the Buyer shall not dispose of, charge or encumber any of the
Goods or purport to so doing except when the Seller licenses the buyer to dispose of Goods on arm’s length terms in the ordinary
course of its business. To fall under the arm’s length terms, a transaction between two related or affiliated parties should be
conducted as if the parties were unrelated (to avoid conflict of interest) or sometimes a transaction between two otherwise unrelated
or affiliated parties.
- 6.3 The Seller shall be entitled at any time before the passing of property in the Goods under clause 6.1 above, to terminate
the license granted to the Buyer under clause 6.2 above and to enter upon the Buyer’s premises through legal means (or any other premises
where the Goods are kept) for the purpose of removing them.
- 6.4 The illegality or enforceability of any part of clause 6 shall not affect the validity and enforceability of the
remainder of clause 6 and if any part of clause 6 is held not to be valid if part of the wording were deleted or modified then that provision
shall apply with such modification as may be necessary to make it enforceable.
- 6.5 Goods supplied by the Seller are at the Seller’s risk from the time they are duly delivered to the relevant delivery
address or if the Buyer is responsible for collecting the Goods from the time they leave the Seller’s premises. The Buyer will be responsible
for insuring the Goods while they are at its risk.
- 6.6 The Buyer shall not be entitled to use any of the Goods which remain the property of the Seller to secure any financial
loans or mortgages for the Buyer’s business; but if the Buyer does do so all monies owing by the Buyer to the Seller shall (without prejudice
to any other right or remedy of the Seller) forthwith become due and payable.
7 Warranties, Liabilities and Indemnity
- 7.1 In respect of new Goods delivered and/or Services provided, when proved to the satisfaction of both Seller and Buyer
to be damaged, defective or not to comply with an agreed specification due to defects in material, workmanship or design; the Seller will
within a reasonable time period from the initial date of delivery of new Goods and/or the provision of Service re-perform such Service
and replace materials which are under twelve months warranty. This obligation will not apply when:
- 7.1.1 The Buyer improperly subjected the Goods to misuse, negligence, unauthorized repair and/or alterations,
- 7.1.2 The Seller carries out work that is not specified or provided in the Order Of Confirmation and is beyond
the scope of the Service, or
- 7.1.3 The Buyer has not complied with any instructions as to the use and care specific to the Goods supplied
in all respect, or
- 7.1.4 The Buyer has failed to notify the Seller of any problem within a reasonable time
after the delivery of the Goods and/or provision of Service.
- 7.2 Any repair and/or replacement of Goods that are liable to repair, re-provision and replacement will be subject to
conditions stated in clause 7.1 for the un-expired portion of the reasonable time period respectively from the original date of provision
of the re-performed Service and/or supply of Goods.
- 7.3 With respect to third parties, the Buyer will unconditionally, fully and effectively indemnify the Seller against
loss damages, costs on an indemnity basis and expenses awarded against or incurred by the Seller in connection with, or paid, or agreed
to be paid by the Seller in settlement of any claim by any third party arising from the supply or use of the Goods. This indemnity will
be reduced in proportion to the extent that such loss, damage, costs and expenses are due to our negligence.
8 Data Protection
By placing a Quotation, the Buyer’s personal details for the purposes of supplying the Goods and/or performing the Services could be passed to
subcontractors and used within the Advanced Maintenance UK Ltd. Database network, but will not be used for other purposes without seeking the
- 9.1 This Contract shall be governed and interpreted according to the Law of England and Wales and the Buyer agrees to
submit to the non-exclusive jurisdiction of the English Court.
- 9.2 If a clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable, the validity
of the other clauses and sub-clauses of these Terms shall not be affected and they shall remain in full force and effect.
- 9.3 Nothing in this contract is intended to, or will grant any right, to any third party to enforce any Terms of this
Contract, be it express or implied.
- 9.4 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent
breach of the same or any provisions.
Last reviewed 19.05.2020, review is annual unless any changes in company policy and/or UK Law requires that the terms of business are updated