In these conditions The Company ‘us’, ‘we’ and ‘our’ means AG Industries t/a Allgreen group including divisions and subsidiaries. All sales and contracts are subject to our full standard terms and conditions of sale.
1 . Use of Conditions.
These conditions of sale apply to all contracts and agreements between us and the customer, unless otherwise agreed in writing by any Director of the Company. No agent salesman or representative of Allgreen group has the authority to alter any of these terms or introduce any other terms than those listed.
2 . Forming a Contract.
A contract shall only come into existence upon our written acceptance of the customer's order on delivery of the goods. A quotation given by us does not constitute an offer and we may withdraw or revise a quotation at any time before our acceptance in writing of the order or delivery.
3. Delivery Dates and Times.
Delivery dates and times included in any order quotation and conformation of order, or any other are approximate only and are not of any contractual effect. We shall not be liable for any failure to deliver on any particular date or time.
4. Delivery and Collection.
4.1 All orders must state the place of the delivery of the goods ordered.
4.2 Delivery shall take place when goods are unloaded at the place of delivery.
4.3 Where goods are delivered by us to site.
4.3.1. We are limited to delivery as near the delivery address as a safe, stable surface permits.
4.3.2. The customer must provide reasonable assistance in unloading and stacking free of charge.
4.3.3. In case of packs, palletized goods and other goods requiring mechanical assistance in unloading: a) the customer must make available on site, free of charge, cranes or fork lift trucks or other mechanical means of suitable standards to unload the goods and b) if, as a result of a lack of mechanical assistance, our driver returns without unloading, or is detained on site, we reserve the right to make an extra charge to re-deliver.
4.3.4. The customer must advise us of any traffic regulations and restrictions, permanent or temporary, which may affect delivery to provide necessary assistance to unload safely.
4.3.5. If for any reason delivery is made outside our normal hours of business, we reserve the right to make any extra charge.
4.4 Where the customer collects, or arranges collection, of the goods from our premises, the customer does so at its own risk (except for death or personal injury caused by our negligence)
5. Price.
All prices are subject to change without warning. The price of the goods will be charged at either our agreed rate or the prices current on the day of ordering. Unless otherwise specified, VAT and any other duty or tax payable by the customer will be added to the price.
6. Payment and default.
6.1 Accounts are due for payment no later than the last day of the month following the date of invoice or delivery, whichever is the earlier. The Buyer shall reimburse to the Company the entire cost of representing any cheque or other instrument to it in payment of any sum due by the Buyer.
6.2 Credit may be allowed on such terms and conditions as the Company shall at its absolute discretion from time to time prescribe. The Company reserves the right to refuse to accept orders on credit at any time and without giving any reason.
6.3 The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim of the buyer and in the case of any short delivery or delivery of damaged goods, shall remain liable to pay the full invoice price of all other goods delivered or available for delivery.
6.4 The Company shall be entitled at all times to set off any debt or claim of whatsoever nature which the Company may have against the Buyer against any sums due by the Company to the Buyer.
6.5 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering Goods in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Buyer.
6.6 “Insolvent” shall mean the Buyer becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any property of the Buyer; the appointment or a receiver or administrative receiver over all or any part of the Buyer’s property; a proposal for a voluntary arrangement or compromise between the Buyer and its creditors whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction; the presentation of a petition for the winding up of the Buyer or an administration order in relation to the Buyer; the Buyer ceasing or threatening to cease to carry on its business .
6.7 “Associated Company” shall mean a subsidiary or holding company of the Buyer (As defined in Section 736 of the Companies Act 1985) or any company in which the Buyer or any such subsidiary or holding company, firm or business of which any director for the time being of the Buyer is a partner in or in which he has an interest (whether directly or indirectly) of 20% or more of its share capital or its assets (as the case maybe)
6.8 If the Buyer fails to pay the Company any sums owing on the due date or any credit limit is exceeded or if there is a material change in the constitution of the Buyer or an Associated Company or the Buyer or an Associated Company becomes insolvent or if the Buyer is in breach of any term of this Contract and fails to remedy such as breach after being requested to do the full balance outstanding on any account between the Company and the Buyer shall become immediately payable and the Company shall be entitled to do any one or more of the following (without pre other right or remedy it may have):-
6.8.1. Require payment in cash or cleared funds in advance of delivery of undelivered goods,
6.8.2. Cancel or suspend any further delivery to the Buyer under any contract;
6.8.3. Charge the Buyer interest on the balance of monies due at the rate of 8% per annum above Bank of England prevailing base rate in force from time to time from the date the payment became due until actual payment whether before or after Judgment;
6.8.4 Without prejudice to the generality of Clause 6.1 to 6.7 of these terms exercise the powers there set out.
6.9 In the event that the Buyer is unable to meet its liability in respect of outstanding sums owing as and when they fall due then the company’s directors would be personally, jointly and severally liable in respect of our outstanding sums owing.
6.10 Interest will be charged on all overdue debts at the rate stated on the invoice, which is currently 8% above the Bank of England base rate or, at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher.
6.11 We reserve the right to charge a debt recovery fee of £40.00 on all invoices not cleared in full by their due date.
6.12 In the event that the company is unable to meet its liability in respect of our outstanding invoices as and when they fall sue then the company’s directors would be personally, jointly and severally liable in respect of our outstanding invoices.
7. Ownership and Risk.
7.1 The ownership of the goods shall remain with the Company until the customer has paid all sums owed by the customer to the Company.
7.2 Risk in the goods shall pass to the customer when the goods are delivered to, or collected by, the customer or its agents.
7.3 Until title passes the customer will hold the goods as fiduciary agent and bailee for the company and shall keep the goods separately stored, protected, insured and identified as the company’s property.
7.4 The Customer is licensed by us to use or agree to sell the goods in the ordinary course of its business subject to the express conditions that the proceeds of any sale or insurance proceeds received in respect of the goods are held in trust for us and are not mixed with other monies, or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s money.
7.5 The Company may at any time revoke the power of sale and use granted to the customer and receive and resale the goods in which the title shall not have passed to the customer. The Company by its servants or agents shall be entitled to access to the customer’s premises or those to which the customer has right of access where the goods or some of them are stored or thought to be stored for the purpose of repossession at any time.
7.6 If the goods are destroyed by our insured risk prior the same being paid for by the customer then the customer shall receive the proceeds of insurance as trustees for the company.
7.7 Should the customer alter the products by subjecting them to any manufacturing process or incorporating them into any other production mixing them in any way we own the resulting product (altered goods) until payment due under all contracts between us and the customer has been made in full and all the company’s rights under these clauses shall extend to the altered goods.
8. Liability.
8.1 If the Buyer deals as a Consumer any provision of these terms which is of no effect shall not apply. The statutory rights of a Buyer dealing as a Consumer are not affected by these Terms.
8.2 In this Clause “the defect” means the condition and/or any attribute of the Goods and/or any other circumstances which but for the effect of these Terms would have entitled the Buyer to damages.
8.3 Subject to Clause 8.1 of these Terms the Company shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever. Instead of liability in damages the Company undertakes liability under clause 8.4 below.
8.4 Where but for the effect of Clause 8.3 of these Terms a Buyer would have been entitled to damages against the Company the Company shall not be liable to pay damages but subject to the conditions set out in clause 8.5 below shall in its sole discretion repair the Goods at its own expense or supply replacement Goods free of charge or refund all (or where appropriate part) of the price paid for the relevant goods.
8.5 The Company will not be liable under clause 8.4:
8.5.1. If the defect arises from fair wear and tear
8.5.2. If the defect arises from willful damage negligence abnormal working conditions mis-use alteration or repair of the goods failure to follow British Standard or industry instructions relevant to the goods or storage of the Goods in unsuitable conditions ( but this sub clause shall not apply to any act or omission of the Company.
8.5.3. Unless after discovery of the Defect the Company is given a reasonable opportunity to inspect the Goods before they are used or in any way interfered with. For the avoidance of doubt the Company acknowledges that the cost of suspending works are relevant to the determination of what is a reasonable opportunity and this sub-clause shall not apply to any works affecting the Goods which it may be reasonably necessary to carry out in the interests of safety and/or as emergency measures.
8.6 Subject to Clause 8.1 of these terms the Company shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term expressed or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever (if notwithstanding clause 8.3 of these Terms the Buyer is entitled to recover any) nor shall the Company be liable under Clause 8.4 of these Terms unless:
8.6.1. If the defect would have been apparent on a reasonable inspection under clause 5.1 of these terms at the time of unloading written notice of any claim is given to the company within two working days of the time of unloading; or in any other case.
8.6.2. The defect is discovered within 4 months from the date of delivery and the company is given written notice of the Defect within seven working days of it being discovered.
8.7 If the goods are not manufactured by the Company or have been processed or milled by a third party whether or not at the request of the Company or the buyer the Company‘s liability in respect of any detect in workmanship or materials of the goods will be limited such rights against the manufacturer of the third party as the Company may have in respect of those goods. The Company will on written request provide details of its rights against the manufacturer or the third party and any other terms and conditions imposed by the manufacturer or the third party and so far as possible will on request assign to the buyer any such rights.
8.8 If the goods are manufactured, processed or machined by the Company to the design quantity measurement or specification of the Buyer or its agents then;
8.8.1 Subject to Clause 8.1 of these terms the Company shall not be under any liability for damages whatsoever or under Clause 8.4 of these terms as the case may be except in the event of:
8.8.1.1 Fraudulent misrepresentation
8.8.1.2 Misrepresentation where the representation was made or confirmed in writing 8.8.1.3 Non-compliance with such design quantity measurement or specification 8.8.1.4 Breach of a written warranty by the Company that the Goods are fit for that purpose or 8.8.1.5 A claim maintainable against the Company pursuant to Clause 8.1 of these Terms
8.8.2 The Buyer will unconditionally fully and effectively indemnify the Company against all loss damages costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patents copyright design trademark or any other industrial or intellectual property rights of any other person.
8.8.3 The Buyer will further unconditionally fully and effectively indemnify the Company against all loss damages costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any other claim arising from any such manufacturing processing or milling including but not limited to any defect in the Goods. This indemnity will be reduced in proportion to the extent that such loss damage costs and expenses are due to the negligence of the Company.
8.9 Except where the Buyer deals as a Consumer the Buyer will unconditionally fully and effectively indemnify the Company against all loss damages costs on a indemnify basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim by any third party arising from the supply or use of the goods including loss arising from the Company’s negligence.
8.10 Without prejudice to any other provisions in these terms in any event the Company’s total liability for any one claim or for the total of all claims arising from any one act of default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the purchase price of the Goods the subject or any claim.
8.11 The Company shall not be liable for any failure to deliver the goods arising from circumstances outside its control including but not limited to war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
9. Samples
All samples are only an indication and not a guarantee of size, quality or colour of the goods to be supplied.
10. Warranty
Subject to these conditions of sale we warrant that we will make good any shortage or non-delivery, and/or as appropriate and at our decision, replace, or repair, any goods found to be damaged, or which are defective by reason of faulty materials or workmanship, and provided that notice of the defect is given to us within 10 days of delivery.
