Acorn Works Ltd. ACF Pricelist Page 41
Revision 1 : June 2004
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Page 41
Terms & Conditions
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1. CONDITIONS OF SALE
The following Terms and Conditions are binding upon the Customer and ACF Office Seating Limited whose registered office and principal place of business is at Units 30-32 Dawley Trading Estate,
Stallings Lane, Kingswinford, West Midlands, United Kingdom, DY6 7AP (thereinafter referred to as 'the Company"). "The Customer" shall mean the buyer of the Goods and 'the Goods" shall mean any
goods whatsoever sold and supplied by the Company.
Except to the extent (if any) required by law no condition warranty guarantee undertaking representation or statement (whether oral or written) not contained in these Conditions shall be binding upon
the Company. These Conditions shall prevail notwithstanding any Terms or Conditions of any Order submitted by the Customer and shall be subject to the Provisions of the Unfair Contract Terms Act
1977.
2. QUOTATIONS
The placing of an Order following a Quotation given by the Company shall not be binding upon the Company until and unless acknowledged by the Customer in writing within any time limit specified in
that Quotation or by delivery of the Goods to the Customer. In the case of an Order being placed by a Customer where no Quotation has been given the Order shall only be binding upon the Company
when accepted in writing by the Company.
3. PRICE AND PAYMENT
a. The prices invoiced for all Goods supplied will be those as expressed on the Company Order Acknowledgement and carriage, delivery and insurance charges will be invoiced on the same basis.
b. The Customer shall pay for the Goods and any carriage, delivery or insurance charges within thirty days of delivery of the Goods.
c. In the event of any delay in supply or delivery of the Goods caused by instructions given by the Customer the Customer shall be liable to pay all extra expenses and any loss thereby incurred by the
Company.
d. Should any sums be overdue for payment from the Customer to the Company then all other amounts owing to the Company shall immediately become due for payment.
e. The place for payment is deemed to be the address of the Company as stated in these Conditions at clause 1. above or if different the address of the Company as stated in the invoice or statement.
f. The Company may at any time before delivery and without prejudice to any other Terms herein and in particular sub-clause a. of this clause 3. require payment in full in advance of delivery.
g. When payment is to be made by installments the failure of the Customer to pay any installments on the due date shall entitle the Company to treat such failure as a repudiation of the entire Contract
and to recover damages for such breach of Contract.
4. DELIVERY DATES
Dates or period for delivery in the agreement are approximate only and not of the essence of this Contract.
5. DELIVERY OF THE GOODS AND PASSING OF PROPERTY AND RISK THEREIN
a. Delivery shall be deemed to be effective and the risk in the Goods shall pass
i) In the case of Goods to be supplied c.i.f. or f.o.b. when the Goods pass over the ships rail at port of shipment.
ii) In the case of Goods to be collected by the customer or Customer's agent - when the Goods are loaded on the vehicle collecting them.
iii) In other cases - when the Goods are unloaded at the ground floor entrance of the address nominated by the Customer or the Customer's agent for delivery.
b. Retention of Title. Although risk in the goods supplied passes to the Purchaser on delivery, legal title in such goods shall not pass to the Purchase until ACF Office Seating Ltd has received in cleared
funds the full price payable for such goods and ALL other goods supplied by ACF Office Seating Ltd to the Purchaser for which payment is then due. Until legal title passes, the Purchaser shall hold the
goods as ACF Office Seating Ltd fiduciary agent and bailee and shall keep them properly stored, protected, insured and identified as ACF Office Seating Ltd property. Until that time the Purchaser is
entitled to resell or use the goods in the ordinary course of its business but shall account to ACF Office Seating Ltd for their proceeds of sale and pending payment shall hold such proceeds on trust for
ACF Office Seating Ltd absolutely The Purchaser's right to resell or use the goods shall terminate automatically if a liquidator or (administrative) receiver or administrator of the Purchaser is appointed or
an order is made or a resolution passed for the winding up of the Purchaser. Until such time as legal title in the goods passes to the Purchaser ACF Office Seating Ltd may at any time require the
Purchaser, its liquidator, (administrative) receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the
goods are reasonably believed to be stored. In addition and without prejudice to any other right or remedy available to ACF Office Seating Ltd, if the purchaser is in breach of the payment terms or of
any of its obligations under this clause, ACF Office Seating Ltd shall be entitled to cancel the contract suspend further deliveries, terminate any outstanding order or quotation without incurring any liabili-
ty whatsoever as a consequence of this action.
c. Without prejudice to the right of the Company for breach of Contract if the Customer fails to give the Company instructions as to delivery when so requested and refuses, to accept delivery of the
Goods the Company may charge the Customer such loss or damage as may be suffered or incurred by the Company by reason thereof.
d. The Company reserves the right to charge the Customer delivery for all or any orders under £250.00 net invoice value excluding VAT.
6. ACCURACY
The Company reserves the right to change or amend any Goods or their specification as displayed or indicated in any advertisement on the Company literature without prior notice or consent from the
Customer other than information contained in a specific written quotation given by the Company.
7. CANCELLATION
The Customer shall have no right under any circumstances to cancel the Agreement or any installment or order hereunder without prior written consent of the Company,
8. BREAKAGES OR SHORTAGES
Any claim in respect of damage in transit to or shortage of Goods must be made in writing by the Customer to the Company no later than three days after the delivery of the Goods or within such short-
er period during which the Company is required to make claims upon the carriers concerned. Figures or quantities in documents issued by carriers will not be issued as evidence of shortage.
9. INSPECTION
The Customer shall inspect the Goods immediately upon arrival and shall within three days of such arrival give notice to the Company in writing of any matter or things by reason whereof the Customer
may allege that the Goods are not in accordance with the Contract and the Customer shall be bound to accept and pay for the same accordingly. No claim will be met by the Company if not made within
such period,
10. INDEMNITY
The Customer shall indemnify the Company against any damages, costs or expenses whatsoever which may be incurred by the Company in consequence of any alleged or proved infringement of any
patent trade mark or design or claims by any third party in respect of manufacture or delivery of any Goods in accordance with the Customer's instructions
11. SET-OFF
a. The Customer shall not be entitled to withhold payment of any amount payable under the Agreement to the Company by reason of any disputed claim by the Customer in connection with the
Agreement nor shall the Customer be entitled to set off against any amount payable under the Agreement to the Company any amount which is not then due and payable by the Company or for which
the Company disputes liability.
b. The Company reserves the right to set-off any amount due for Goods purchased by the Customer against any amount due for payment by the Customer to the Company or any associated Company
from time to time.
12. TERMINATION
a. The Company shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part the Agreement or any or every other Contract with the Customer or to suspend
any further deliveries under the Agreement or any or every other such Contract in any of the following events:
i) If any debt due and payable from the Customer to the Company is unpaid at the due date for payment.
ii) If the Customer has failed to take delivery of any Goods under the Agreement or any other Contract as aforesaid otherwise than in accordance with the Customer's contractual rights
iii)If the Customer becomes insolvent or being a body corporate has a receiver appointed or passes a resolution for the winding up or a Court makes an order to that effect - or being an individual or
partnership makes any composition or agreement with his or their creditors or has a Receiving Order made against him or them.
b. In addition to any right or lien which the Company may have the Company shall in any of the events described in paragraph (a) (iii) above have a general lien over all Goods of the Customer then in
possession of the Company for the unpaid price of any goods sold and delivered by the Company to the Customer under the Agreement or any other Contract.
13. NON- DELIVERY OF INSTALLMENTS
Failure by the Company to deliver any installment under the Agreement shall not entitle the Customer to cancel or suspend the Agreement or any other installments.
14. WAIVERS
The Company's rights and remedies shall not be prejudiced by any indulgence or forbearance to the Customer and no waiver by the Company of any breach by the Customer operate as a waiver of any
subsequent breach.
13. ASSIGNMENT
The Agreement or any part thereof shall nor be assigned by the Customer without the prior written consent of the Company.
16. INTEREST ON OVERDUE ACCOUNTS
The Company reserves the right to charge interest accruing from day to day at three percent above the base rate from time to time of Barclays Bank plc on all overdue accounts.
17. FORCE MAJEURE
The Company shall not be in breach of any obligation hereunder to the extent that performance thereof is prevented or hindered by any industrial dispute, shortage of raw materials or any other cause
beyond its reasonable control.
18. WARRANTY
a. The Company warrants that the Goods are as described and are of good quality at the date of supply or delivery whichever is the later. The Company shall not in any circumstances be liable under
this warranty when any defect in Goods is due:
i) To Goods being used in any abnormal manner: or
ii) To the act, neglect or default of the Customer: or
iii) Any incorrect or misleading information or instruction given by the Customer or the absence of such information or instruction.
b. The Company's sole liability for breach of any of the warranties set out in a. above will be to replace, renew or repair the Goods or part or parts thereof provided that the Company will not be liable to
replace, renew or repair the Goods or part or parts thereof where such replacement, renewal or repair is impossible through any circumstances beyond the reasonable control of the Company.
AND
Provided further that the total liability of the Company for replacement, renewal or repair under the Contract shall not exceed the original invoice value of the Contract.
c. Subject to the provisions of clause 1. of these Conditions and of sub-clause a. of this clause above and the provisions of the Unfair Contract Terms Act 1977 all express or implied warranties or condi-
tions statutory or otherwise as to quality or fitness for any particular purpose of the Goods are hereby expressly excluded and the Company shall
exclude any liability whatsoever in so far as it is able to do so in respect of defects in the Goods or for any injury, damage, loss or consequential loss resulting from any defects from any cause whatso-
ever.
19. PROPER LAW
The construction validity and performance of the agreement arising from or in connection with these Terms and Conditions shall be governed by the laws of England being English internal law and the
parties submit to the jurisdiction of the Courts of England.
