An “Authorised Official” shall mean a Director or the General Manager of the Company;
The “Buyer” shall mean the person who agrees to buy Goods or Services from the Company;
The “Company” shall mean Ambit Maintenance Ltd T/A Ambit Catering;
The “Conditions” shall mean these conditions and shall exclude any conditions or qualifications proposed by the Buyer unless the same have been accepted in writing by an Authorised Official;
The “Delivery Address” shall mean the address to which, and “Delivery Date(s)” shall mean the date(s) on which, the Company has agreed to deliver Goods/Services to the Buyer;
“Goods” shall mean all or any of the Goods (including plant and equipment) which form the subject matter of the contract;
“Services” shall mean the provision of labour to carry out design, service, installation, repair or commissioning tasks.
Terms & Conditions
Goods or Services supplied by the Company are supplied subject to the Conditions without any amendment unless such amendment is expressly accepted in writing by an Authorised Official.
Save as agreed in the Conditions, the Company supplies the Goods or Services without any warranty condition or stipulation of any kind, whether express or implied, and the Company accepts no liability for any loss or damage to the Buyer or any other person, whether caused by the breach of contract, negligence or other default of the Company or otherwise. The Buyer must provide insurance appropriate to cover any losses for which the Company is not liable under the Conditions.
The Company accepts liability for death or personal injuries caused by the negligence of the Company or its employees to the extent that such negligence contributes to such death or personal injury.
Acceptance & Cancellations
Quotations and Tenders are open for acceptance for the period stated therein or otherwise for 30 days from the date thereof, save that the Company reserves the right to withdraw its quotation or tender at any time prior to its acceptance by a notice in writing to the Buyer.
All orders must be in writing accompanied by sufficient information to enable the Company to proceed without delay with the execution of the order. Once given, an order cannot be cancelled by the Buyer without the consent of the Company.
After an order has been received by the Company, the Company may cancel the contract by a notice in writing given within 3 days from receipt of the order.
In the event that the buyer wishes to cancel an order placed for goods with the Company, this must be done so in writing by electronic mail or post and signed for by the authorised persons.
The Company reserves the right to charge a restocking fee on all cancelled and returned goods. The restocking fee is subject to variation on percentage from the Company’s suppliers and the amount payable will be confirmed to the Buyer at the time of order cancellation.
Price
Unless otherwise stated all prices are exclusive of VAT, which will be charged at the rate prevailing at the date of invoice.
Prices may be varied at any time to reflect corresponding variations in the Company’s own cost of materials, fuel and labour.
The Buyer shall be liable for any increased costs or expenses incurred by the Company as a result of the delay caused by the Buyer.
Terms of Payment
If the Buyer does not have a credit account with the Company, they will be invoiced and must pay for the Goods and Services either at the time when or before the Goods or Services are supplied.
If the Buyer has a credit account with the Company, then the Company will from time to time issue invoices to the Buyer. Payment in full is due strictly 30 days from the date of invoice. The due date is the final date for payment. If the Buyer fails to pay in full on the due date the Company shall be entitled at its discretion:
to charge interest on any amounts overdue at the rate of 8% per annum above the base rate of the Bank of England from the date of issue of the invoice until payment; and/or
to suspend performance of the Contract by the Company until payment has been made; and/or
to cancel the contract
The Buyer shall not be entitled to set off, withhold or not pay any sum invoiced by the Company unless an Authorised Official has consented to the same in writing before the final date for payment.
Payment for any Goods or Services supplied shell become due immediately if the Buyer enters into any negotiations for arrangement or composition with or for the benefit of his creditors or becomes insolvent within the meaning of the Insolvency Act 1986 or if any process of execution or distress is levied against him which is not paid out within 14 days from the commencement of such or if a liquidator or receiver is appointed (save for the purposes of reconstruction not involving insolvency). If any of these events occurs the Company shall also have the right to terminate the contract forthwith.
Reservation of Title
Title in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full for the price of the Goods and of all other goods sold by the Company to the Buyer and for all other sums due to the Company from the Buyer.
Until such time as title in the Goods passes to the Buyer:
the Buyer may resell or use the Goods in the ordinary course of their business but shall account to the Company for the proceeds of such sale or use, whether tangible or intangible including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored, protected and insured.
if the Buyer has not sold or used the Goods, he shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from any others and properly stored, protected, insured and identified as the Company’s property.
the Company may at any time require the Buyer to deliver up to the Goods to the Company and if the Buyer fails to do so the Company may forthwith enter upon any premises of the Buyer or a third party where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge the Goods or in any way change them by way of security for any indebtedness. If the Buyer breaches this condition all monies due under the Conditions shall become immediately payable.
Risk
Goods are at the Buyer’s risk immediately upon delivery to the Delivery Address or upon collection by the Buyer as the case may be. Any losses resulting from damage to Goods, other than the cost or replacing of repairing Goods damaged as a result of negligence of the Company, shall be the sole responsibility of the Buyer.
Delivery and Storage
Subject to conditions 8.2 and 8.3 and 8.5 below, the Company shall make all reasonable efforts to deliver the Goods to the Delivery Address on the Delivery Date(s) or, if it is agreed that the Buyer will collect the Goods, to arrange for the Goods to be available for collection by the Delivery Dates.
The Company shall be under no obligation to deliver Goods to any site that is not readily accessible to normal transport.
If no Delivery Address has been agreed, or if the Buyer is to collect the Goods, the Company shall have the Goods ready for despatch or available for collection by the Delivery Date(s), and shall notify the Buyer that the Goods are so ready or available. The Buyer shall give the Company a delivery address or collect the Goods within 10 days from any such notice, in default of which obligation the Company may store the Goods at the Buyer’s expense or may call upon the Buyer to make arrangements for storage.
If the Company stores Goods after the Delivery Date, pursuant to condition 8.3 above or to an agreement between the parties, then the Company shall issue monthly invoices for storage charges, such invoices to be paid in accordance with clause 5, or immediately if the Buyer does not have a credit account with the Company. The Company may invoice the Buyer, and shall be paid, for the Goods as if they have been delivered or collected on the Delivery Date(s).
The Company will make every reasonable effort to deliver on the Delivery Date(s). However, delays are possible and the Company does not accept any liability for loss caused by delay unless such delay was caused by the negligence of the Company, in which case the amount of the Company’s maximum liability shall be limited to the amount of the purchase price of the Goods delivered late.
The Buyer must inspect the Goods immediately on arrival and give notice in writing of any shortage or defective or damaged Goods to the carrier and to the Company immediately on discovery and in any event within 3 days of arrival. Packing and contents should be retained for inspection by the carrier’s inspectors. Failure to report any reasonably discoverable shortage or defective or damaged Goods within the time will relieve the Company of any liability therefor.
Erection & Installation
Where the Company’s work involves erection or installation on site, the Buyer must ensure that the site is suitable and safe for the task to be undertaken.
If the installation of equipment interfaces with existing equipment or building fabric the Company accepts no responsibility for damage occasioned thereto by the normal work of installation.
Description and Performance
No descriptive specifications, drawings, particulars of weights and dimensions or other information, whether submitted with a tender or quotation or contained in the Company’s catalogue, price list or advertising matter, shall form part of the contract. Such information is indicative and approximate only ad its accuracy is not guaranteed.
The Company reserves the right to modify without notice the designs and specifications for and materials used in the Company’s systems
Performance figures if given are such as may be expected to be attained on test by the Company after completion of the installation and are subject to tolerances. The Company shall not be liable for failure to achieve figures unless they have been specifically guaranteed and the Company has had reasonable opportunity to achieve them. In any event the Company will not be liable if the Company either did not install or did not commission the equipment.
The Buyer shall be deemed to have taken notice of all technical requirements and information supplied with the goods.
Sub-Contractors
It may be required from time to time that a Sub-Contractor might be required to complete the provision of the Goods or Services:
The Company reserves the right to use Sub-Contractors to perform the work unless the Buyer objects to this in writing at the commencement of the Contract.
Rates for the use of Sub-Contractors is subject to change from the Buyers standard rates with the Company, where this arises these will be agreed in advance with the Buyer.
Patents
In the event of any claim against the Buyer for infringement of patents involving the Goods supplied by the Company, the Buyer shall notify the Company immediately and shall not admit any liability.
Confidential Information and Intellectual Property
Any information, drawings or designs supplied by the Company to the Buyer shall be confidential and shall not be published or disclosed to any third party or be used by the Buyer for any purpose other than as agreed in writing by the Company.
We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Goods or Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Returns for Credit
If the Buyer returns the Goods for credit, the issue of credit will be at the Company’s discretion, and in any event subject to the following:
the Goods must be unused and the packaging intact.
the Goods must be returned safely to the Company’s premises with the correct documentation including details of the Company invoice relating to the original supply.
the Company may make a restocking charge to cover the administration costs involved.
if the Goods are a special order, credit will be issued at the sole discretion of the Company.
Drawings, Operation and Maintenance Manuals
If operation and maintenance manuals or other information is supplied to the Buyer, it is for the Buyer to ensure that the information is conveyed to the correct end user or operator of the Goods.
Warranty Period
Unless otherwise agreed the warranty period for the Goods is 12 months from the date of delivery
During the warranty period, the Company shall upon written request of the Buyer repair or replace (at its own discretion) Goods which are faulty by reason of defective materials, workmanship, erection or installation. The Company shall not be liable for any fault caused by any failure to observe any technical requirements.
The Company’s liability shall be limited to the obligation to replace or repair the Goods and the Company shall not be liable for other costs, such as dismantling, removal, redelivery or reinstallation costs. The Company shall not be liable for any other type of loss arising out of the purchase or use of the Goods including but not limited to any consequential losses arising from defective material or workmanship, erection or installation, and shall have no liability other than its liability under this clause, which shall be in substitution for and to the exclusion of any other warranty or condition in respect of quality or description or fitness of the Goods for any purpose.
Without prejudice to the foregoing, liability is in particular excluded for damage caused by normal wear and tear, improper storage, handling, operation or maintenance, failure to observe erection, operating or maintenance instructions, lack of supervision, excessive loading, operation or equipment outside design conditions, inadequate protective measures, including inadequate protection against freezing, any work, including any modification or repair, not done by the Company, corrosion damage caused by aggressive water, atmosphere or electrolytic action, failure to report faults or deficiencies promptly, faulty goods supplied by the Buyer or others or any reason beyond the control of the Company.
Force Majeure
In the event of war, invasion, act of foreign enemy, hostility, civil war, rebellion, revolution, insurrection, military or usurped power, any statute rules regulations orders or requisitions issued by any government department, council or any other duly constituted authority, strike, lockout, breakdown of plant or any other event beyond the Company’s control, the Company shall to relived of liabilities incurred under this contract wherever and to the extent that compliance with such obligations is prevented, frustrated or impeded as a consequence of any such event.
Jurisdiction and Dispute Resolution
Either party may at any time refer any dispute or difference to adjudication, such adjudication to be in accordance with the Act.
The contract is to be interpreted in accordance with English Law and is subject to the exclusive jurisdiction of the English Courts.
If one or more of these terms and conditions is found to be unlawful, invalid or otherwise unenforceable, that those provisions will be deemed severed from the remainder of these terms and conditions (which remain valid and enforceable).
