TERMS AND CONDITIONS
Application and entire agreement
- These Terms and Conditions will apply under the purchase of goods detailed in Atlas Sheds Ltd (us) quotation for goods & services
- These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of goods ( whichever happens earlier) and will constitute the entire agreement between us and you.
- These Terms and Conditions and the quotation, together with the contract, apply to the purchase and sale of any goods and services between us and you, to the exclusion of any other terms and conditions you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing
4. A “business day” means any day other than a Saturday, Sunday or bank holiday
5. The headings in these Terms and Conditions are for convenience only and will not affect the interpretation
6. Words imparting the singular number include the plural and vice – versa
7. The description of the Goods and Services is set out in our Sales Documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the goods or services by us. Descriptions of the Goods and Services set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements
9. The price (price) of the goods and services are set out in our quotation current at the date of your order or such other price as we may agree in writing
10 If the cost of the Goods increases due to any factor beyond our control including, but not limited to. material costs, labour costs, alteration of exchange rates, changes to delivery rates, we can increase the price prior to delivery
11. Any increase in price under the clause above will only take place after you have been informed of the increase
12. You may be entitled to discounts. Any discounts will be at our discretion
13. The price is is inclusive of fees for transportation unless stated in our quotation
14. The price is exclusive of VAT and other taxes or levies imposed or charged by any competent authority unless otherwise stated in our quotation
Cancellation and Alteration
15. Details of the Goods and Services are described in the clause above ( Goods) and set out in our sales documentation and are subject to alteration without notice and are not a contractual offer to sell the Goods and Services which is capable of acceptance.
16. The quotation ( including any non – standard price negotiated in accordance with the clause on price (above) is valid for a period of 180 days from the date shown unless it is expressly withdrawn by us at an earlier time
17. Either of us can cancel the order for any reason prior to your acceptance or rejection of the quotation
18. We will invoice you for the Price either
a) on or at any time after delivery of the goods or services
b) where the goods are to be collected by you or where you wrongfully do not take delivery of the goods, at any time after we have notified you that the goods are ready for collection or we have tried to deliver them.
19. You must pay the price within 60 days of the end of the month following the invoice date or otherwise according to any credit terms agreed between us
20. You must make payment even if delivery has not taken place and / or the title in the goods as not passed to you
21. If you do not pay for the Goods and Services within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest charge you interest at 5% per annum above the base rate of the Bank of England on the outstanding amount until you pay in full
22 Time for payment will be the essence of the Contract between us and you
23 All payments must be made in British Pounds unless otherwise agreed in writing between us
24 Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
25 We will arrange for the delivery of goods to the address specified in the quotation or other address agreed in writing unless we agreed goods are to be collected from our premises
26. If you do not specify a delivery address or if we both agree, you must collect the goods from our premises
27 Subject to specific terms of any special delivery service, delivery can take place any time of the day and must be accepted between 8am and 8pm
28 If you do not take delivery of the goods we may at our discretion and without prejudice to any other rights
a) Store or arrange for the storage of the goods and will charge you for all associated costs and expenses including, but not limited to , transportation, storage, insurance and / or
b) make arrangements for the re delivery of the goods and will charge you for the costs of such re delivery ; and / or
c) After 10 business days, resell or otherwise dispose of part or all of the goods and charge you for any shortfall below the price of the goods
29 If redelivery of the goods is not possible as set out above, you must collect the goods from our premises and we will be notified of this 3 days in advance of collection. We can charge you for all associated costs including, but not limited to , storage and insurance.
30 Any dates quoted for delivery are approximate only, and the time of delivery is not the essence. We will not be liable for any delay in delivery of the goods that is caused by circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
31. We can deliver the goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and acceptance of Goods
32 You must inspect the goods on delivery or collection
33 if you identify any damages or shortages , you must inform us in writing within 7 days of delivery providing details
34 Other than by agreement, we will only accept returned goods if we are satisfied that those goods are defective and if required have carried out an inspection
35 Subject to your compliance with this clause and / or our agreement, you may return the goods and we will as appropriate, repair or replace or refund the goods or part of them
36 We will be under no liability or further obligation in relation to the goods if
a) You fail to provide notice as set out above ; and or
b) you make any further use of such goods after giving notice under the clause above relating to damages and shortages; and/or
c)the defect arises because you did not follow our oral or written instructions about the storage, commissioning installation, use and maintenance of the goods; and/or
d)the defect arises from normal wear and tear of the goods; and/or
e)the defect arises from misuse or alteration of the goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
37 You bear the risk and cost of returning the goods.
38 Acceptance of the goods will be deemed to be upon inspection of them by you and in any event within 1 day after delivery.
Risk and title
39 The risk in the goods will pass to you on completion of delivery.
40 Title to the goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the goods and/or (b) any other goods or services that we gave supplied to you in respect of which payment has become due.
41 Until title to the goods has passed to you, you must (a) hold the goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the goods; and/or (c) keep the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
42 As long as the goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the goods and, if you fail to do so promptly, enter any of your own premises or of any third party where the goods are stored in order to recover them.
43 We can terminate the sale of goods under the Contract where:
a)you commit a material breach of your obligations under these terms and conditions;
b)you are or become or, in our reasonable opinion, are about to become the subject of bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
c)you enter into a voluntary arrangement under part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
d)you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
44 Our liability under the contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
45 Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
46 If we do not deliver the goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available less the price of the goods.
47 Our liability will not in any circumstances, exceed the total amount of the price payable by you.
48 We will not be liable (wether caused by our employees, agents or otherwise) in connection with the goods, for:
a)any indirect, special or consequential loss, damage, costs, or expenses; and/or
b)any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or good will; business interruption; or, other third party claims; and/or
c)any failure to perform any of our obligations if such delay or failure us due t any cause beyond our reasonable control; and/or
d)any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
e)any loss relating to the choice of the goods and how they will meet your purpose or the use by you of the goods supplied.
49 The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter foe which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
50 All notices under these terms and conditions must be in writing and signed by, or on behalf of, the party giving notice, (or a duly authorised officer of that party).
51 Notices will be deemed to have been duly given:
a)when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient:
b)when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c)on the 5th business day following mailing, if mailed by national ordinary mail; or
d)on the 10th business day following mailing if mailed by airmail
52 All notices under these terms and conditions must be addressed to the most recent address, email or fax number notified to the other party
Circumstances beyond the control of either party
53 Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from a any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to; power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other even that is beyond the control of the party in question.
54 No waver by us of any breach of these terms and conditions by you shall be considered as a waver of any subsequent breach of the same or any other provision
55 If one or more of these terms and conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these terms and conditions (which will remain valid and enforceable)
Law and Jurisdiction
56 These terms and conditions are governed by and interpreted according to English law. All disputes arising under these terms and conditions are subject to the exclusive jurisdiction of the English courts.