1. The following Terms and Conditions shall apply to all orders placed with Avonwood Developments Limited (hereinafter called the “Company”) by any customer (Hereinafter called the “Customer) whether pursuant to any quotation or otherwise and without any variation or addition save as is hereinafter expressly provided or as set out in writing and endorsed by the signatures of the Company and the Customer.
2. All contracts made between the Company and the Customer shall be deemed to be made in England and shall be in accordance with English Law.
3. All specifications measurements brochures and referenced to power and performance of the goods subject of this contract are approximate or estimates only and may be varied by the Company at any time without notice.
4. The Company undertakes to repair or at the Company’s option to replace, or to refund the purchase price of defective goods supplied by the Company, provided that written notice of the defect is received within twelve months of the date of supply in the case of goods manufactured by the Company or by such shorter time as may be guaranteed by the manufacturer of goods supplied but not manufactured by the Company. The return of goods to the Company shall be at the responsibility and cost of the customer. Other than this foregoing guarantee, no liability will be accepted by the Company for any damage or loss, consequential or otherwise, due to the supply, offer to supply or failure to supply any of the goods or service or failure to advise or ensure the fitness for the purpose of any goods or service or information that shall be provided by the Company, or the mis-use of such by the Purchaser.
Where the Company has installed the goods at the customer’s premises, in addition to the twelve month return to base guarantee above, the Company will give the customer a gratis ninety day Entry Level Service Contract from the date of installation.
5. The foregoing guarantee shall be void in the event that any modification or repair or mis-use of the goods has been made whether by the Customer or by a third party.
6. Unless otherwise stated all prices quoted are exclusive of carriage packing and insurance charges and Value Added Tax.
7. The Company reserve the right to amend prices without notice and the prices invoiced will be those ruling at the date of supply.
8. Any amendment shall be valid only if accepted by the Company and any cost incurred by the Company due to such amendment shall be payable by the customer whether the goods or service the subject of the contract are delivered or not.
9. Delivery dates where given are the Company’s estimate only unless otherwise provided no penalty shall be incurred by the Company due to failure to supply at the estimated date or at all.
10. Where credit is given payment must be made in full within the terms stated on the invoice. No discount may be taken for cash or prompt payment or for any other reason unless expressly agreed between the parties. The Company reserves the right to cancel or amend credit terms to any customer without giving reason.
11. The Company reserves the right to recover from the Customer any legal costs incurred in the proper pursuit of monies owed by the Customer to the Company and to charge “late payment interest” at the current % rate per calendar month for so long as the debt shall remain outstanding beyond thirty days from the date of the invoice, or such other percentage as from time to time may be notified.
12. In addition to the price agreed between the Company and the Customer, the Customer shall pay any additional or increased cost or expense incurred by the Company by reason of any suspension or delay in manufacture or delivery of the goods caused by inadequate or defective instructions given by the Customer or by the lack of or incompleteness of such instructions; any variation, specifications, design, power or performance of the goods requested by the Customer, any act omission or default of the Customer.
13. All orders and contracts between the Company and the Customer shall be treated in confidence. The copyright to all drawings, writing, computer programmes and other materials of the Company shall be safe guarded by the Customer who shall not copy or permit to be copied or reproduced any such subject matter without the express written permission of the Company.
14. The property in the goods supplied will only pass to the Customer when the Customer has paid all that is owing to the Company under the contract and until that time the Customer shall store the goods in such manner as to make them clearly the Company’s property, effect fully insurance of the goods and take all necessary precautions to keep the goods safe from theft loss or damage in any way whatsoever and protect the Company title to the goods against third parties. Should the Customer pass the goods on or incorporate them into other goods the Company shall have a lien on the goods or such proportion of the other goods as is represented by the value of the goods until the Customer’s debt to the Company is fully discharged. A like lien shall apply to any goods supplied by the Company to the Customer for which payment in full has not been made by the Customer.
15. The guarantee on goods supplied by the Company hereinafter referred to is in substitution for and there is hereby excluded all conditions warranties or other terms whether express or implied statutory or otherwise as to design specification proven performance quality fitness for purpose or compliance with sample or description or otherwise as to title of the goods.
16. The Company may without liability cancel the contract and all further performance therefore (without prejudice to any other right or remedy of the Company under the contract) where the Customer is in breach of any of its obligations under the contract and has failed to comply with reasonable notice (being not less than seven days) specifying the breach and requiring such breach within a time therein specified and such time shall have expired without the same being remedied.
17. The Customer shall not be entitled to cancel the contract or the further performance therefore save with the prior written consent of the Company and then upon such terms as the Company may require by way of indemnity or compensation for any loss, (including loss of profit) damage, cost or expense which the Company may suffer or incur by reason of such cancellation and for any cost or expense which the Company may have incurred prior to such cancellation or in the anticipated performance of the contract.
18. The Company reserves the right to amend or waive any or all of these conditions without affecting any other condition and without notice other than when new conditions are imposed on an existing contract.