Terms & Conditions
TERMS & CONDITIONS OF SALE
These Terms and Conditions of Sale shall be binding on Aluminium Roofline Products Limited, known as A.R.P. Ltd “the Company” and the person, company or body buying or offering to purchase goods or services from the company (“the Purchaser”). “Goods” means the goods (including any instalment of the Goods or any part of them or for them) which the Company is to supply to the Purchaser.
General – All goods and services (including without limitation goods formed on site by the Company) supplied by the Company are supplied on the following terms and conditions and no variations hereof or term inconsistent herewith shall have effect unless such variations or term are expressly accepted by and confirmed in writing by the Financial & Commercial Director of the Company. The Purchaser accepts that these terms and conditions shall govern relations between itself and the Company to the exclusion of any other terms including conditions, warranties and representations written or oral, express or implied even if contained in any of the Purchaser’s documents which purport to provide that the Purchaser’s own terms shall prevail. These terms and conditions shall be deemed to have been delivered first and last in time.
Prices – The Company reserves the right to vary its prices without notice and, unless otherwise expressly specified in the quotation, Goods are supplied at the price at the date of delivery. All prices quoted are exclusive of VAT, where applicable, which shall be due and payable at the rate ruling on the date of the Company’s invoice.
Payment – (a) Unless otherwise agreed, payment for Goods and delivery within the United Kingdom and Eire (“The British Isles”) shall be due 30 days after despatch from the Company’s works and the Purchaser’s punctual payment is a condition precedent to further deliveries and in no case shall any deduction or lien be accepted.
(b) In case of orders outside the British Isles payment shall be due as soon as Goods are ready for shipment. No Goods will be shipped until full payment has been received by the Company.
(c) Any invoice not paid within 30 days after despatch shall incur interest at a rate of 5% (five per cent) per annum above the Company’s banker’s base rate.
Instalment Orders – In these cases each instalment shall be deemed a separate contract and payment for each instalment is to be made on the due date and shall be a condition precedent to future deliveries.
Delivery – (a) Unless otherwise agreed, a charge will be made for carriage of Goods for delivery within the British Isles. Goods will be sent via the Company carrier (3 day) service but the cost of such carriage will be debited to the Purchaser in full for any failure to or delay in despatch.
Faster delivery can be arranged but any additional costs will be debited to the Purchaser in full.
(b) The Company shall use its best endeavours to deliver promptly in accordance with the times stated by the Company but all such times must be treated as estimates and the Company shall be under no liability whatsoever for any failure of or delay in despatch or delivery nor for any loss or damage whatsoever arising as a result thereof.
Force Majeure – The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including (without prejudice to the generality of the foregoing), but not limited to, strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of materials from normal source of supply.
The Company shall not be liable to the Purchaser for any losses suffered by the Purchaser of whatsoever nature due to the failure of the Company to deliver the Goods or deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control including (without prejudice to the generality of the foregoing) but not limited to:
strikes, lockouts or other industrial action or trade disputes (whether involving employees of the Company or a third party), adverse weather conditions.
Variations – (a) The Company reserves the right to despatch and invoice pro-rata at the quoted terms of payment any part of an order when available.
(b) The Company reserves the right to supply 5% (five per cent) more or less than the ordered quantity of Goods and orders shall be considered complete notwithstanding such overs and unders.
Point of Delivery – Where the Purchaser has asked for delivery ‘on-site’ the drop off point shall be to the nearest point on a road suitable, in the opinion of the driver, for the vehicle to use. The Purchaser shall in all cases provide the necessary labour and equipment to unload the vehicle without undue delay. The Company shall not be liable for Goods which are damaged during the unloading of the vehicle.
Notification of Damage or Loss – In all cases of alleged shortage or damage the Purchaser must endorse the receipt produced by the driver accordingly and submit a written claim to the Company and to the carriers within 3 days of delivery. Written notice of non delivery must be given to the Company within 10 days of despatch, as notified on the Company despatch note. The Company shall not be liable for any claims made outside the said time limit.
Title to the Goods – (a) Goods for delivery outside the British Isles are sold on FOB Terms and title to and risk in the goods shall pass to the Purchaser once delivered on board ship.
(b) Risk in Goods delivered within the British Isles shall pass to the Purchaser immediately on delivery to the Purchaser or into the custody of the Purchaser or on the Purchaser’s behalf whichever is the
(c) Notwithstanding delivery, the Goods shall remain the absolute property of the Company (which reserves the right to dispose of them) until the Company has received the full price for the Goods and the
full price for any other goods delivered to the Purchaser which have not been paid for (whether or not payment is due).
(d) Until property in the Goods passes to the Purchaser the relationship between the Company and the Purchaser shall be that of bailer and bailee and the purchaser shall store the Goods in such a way that they are readily identifiable as the property of the Company.
(e) If before the property in the Goods passes to the Purchaser:-
(i) the Goods are altered or other goods become attached to the Goods or if any part of the Goods is replaced such other goods or replacement parts shall accede to and form part of the Goods and such attachment and placement shall not affect the Company’s title as absolute owner of the Goods;
(ii) the Goods are sold by the Purchaser, such sale or sales shall be deemed to be on behalf of the Company, but without imposing any liability on the Company to the sub-purchaser, and the Purchaser shall hold such part of the proceeds of sale or rights arising therefrom against the sub-purchaser as represents the sum due to the Company for such Goods as trustee for the Company and the Purchaser shall keep such part of the proceeds of such sale separate from its other monies and account to the Company accordingly.
(f) If payment of the price of the Goods or any part of it is overdue or if it appears to the Company that the Purchaser is or may be insolvent, the Company may require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so forthwith, the Purchaser shall be entitled to and will permit the Company to recover and resell the Goods and by its servants or agents enter upon the Purchaser’s premises (or such other premises where the Goods are stored or situated) for that purpose.
(g) The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company but if the Purchaser does so or purports to do so, all monies owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the `Company) forthwith become due and payable.
Tests – Any inspection or tests which the Purchaser may require to be carried out in respect of the goods shall be at the Company’s works or in the case of goods not of the Company’s manufacture at such other place as may be specified by the Company. All fees incurred in connection with any such inspection or tests shall be charged to the Purchaser.
Recommendations, illustrations, specifications etc. – Recommendations regarding the use of goods supplied by the Company are based on experience. However, since the conditions to which the goods may subsequently be subjected when in service are beyond the control of the Company, the Company does not guarantee nor shall it be liable for the accuracy of any advice given nor does the Company guarantee nor shall it be liable for the accuracy of any specification, illustration, drawing or other particulars of its goods in any advertisement or other publication issued by the Company. The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U requirements or where the Goods are to be supplied to the Purchaser’s specification which do not materially affect their quality or performance.
Exclusion of Liability
Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Purchaser by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of any contract with the Purchaser for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the company, its employees or agent or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with any contract or at all) or their use or resale by the Purchaser, and the entire liability of the Company and/or in connection with any contract shall not exceed the provision of any replacement of any relevant Goods (but excluding installation costs and any other associated costs) except as or expressly provided in these Terms and Conditions.
Warranties and Conditions –
(A) All warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Company’s obligations to the Purchaser in respect of coated aluminium coil supplied by Hydro Aluminium AluCoat (“Hydro”) which suffers a major breakdown in the coating on the aluminium surface or otherwise proves to be defective shall be limited to the terms of Assurance of Performance in Rainwater Guttering Systems given by Hydro dated 11/2/2002 a copy of which has been supplied to the Purchaser as it hereby acknowledges and the extent to which the Company is able to make or procure the making of a valid claim against Hydro in respect thereof. The Company reserves the right to supply an alternative to coated aluminium coil supplied by “Hydro” and if it does so, will in respect of any valid claim, assist the Purchaser in making or procuring a valid claim against any assurance offered by the alternative manufacturer and this shall be the full extent of the Company’s liability. The Purchaser is required by the Company and Hydro (and any alternative manufacturer) and undertakes to keep and shall have no claim or other right against the Company if it fails so to do a full record of guttering installations carried out by the Purchaser or any sub-contractor on its behalf detailing the serial number(s) of coil(s) used, against the full address of the premises at which the gutters are installed and the date (s) of installation.
(B) In particular and without prejudice to the generality of the foregoing:-
(a) The Company’s liability shall be restricted in all cases to the cost of providing replacement of goods supplied to the Purchaser (but excluding any installation or other associated costs); and (b)(i) The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Purchaser;
(ii) The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working, site, or environmental conditions, failure to install correctly, misuse, alteration or repair. A corrosive or salty environment may affect the paint finish on the guttering and no liability is accepted for Goods placed in such an environment, or failure to soap wash annually
(iii) Only Polycarbonate fittings are guaranteed against serious defects for 5 years. Any polycarbonate fittings exhibiting serious failure because of a defect in materials or workmanship during that period will be replaced by the Company but the cost of installation of polycarbonate fittings or any other fittings or parts of any description whatsoever shall be borne by the Purchaser.
(iv) If the Goods include any downpipes and/or sectional products, then because the Company has no knowledge of the environment into which these products will be installed, the Company accepts no liability for any fading or peeling of the powder coat finish.
Without limiting any other right or remedy available to the Company, the Company may cancel any contract or suspend any further deliveries under a contract without any liability to the Purchaser if the Company goes into liquidation or a Receiver or Administrator or Administrative Receiver is appointed over any of the property or assets of the Purchaser.
If any provision of a contract incorporating these terms and conditions is held by a Court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the contract will cease and the remainder of the provisions in question shall not be affected.
Jurisdiction – These conditions and any contract hereunder shall be governed by and construed under English law and the Company and the Purchaser submit to the exclusive jurisdiction of the English Courts in respect of any dispute claim or matter arising under such a contract or in regard to these conditions.
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