Terms & Conditions

1.0 Definitions

In these Conditions the following expressions shall have the meanings set out:

Company:	AMS Limited
Conditions:	These Terms and Conditions
Quotation:	The quotation submitted by the Company incorporating these Conditions
Buyer:	The person specified as the Buyer in the Order
Contract Goods:	Those goods specified in the Quotation (subject to the provisions of clause 5 of these Conditions)
Quotation Price:	The price quoted for the Contract Goods in the Quotation
Contract Price:	The aggregate of Quotation Price together with any adjustments under these Conditions
Interest:	Interest at percent ( %) above Royal Bank of Scotland Plc minimum lending rate as prevailing at the relevant time
Delivery:	Delivery of the Contract Goods in accordance with clause 6
Deposit:	The deposit specified in the Quotation

2.0 The Deposit

Where the Quotation so provides the Deposit shall be paid by the Buyer at the time the Buyer makes the Order and the Deposit shall be deemed to form part of the Contract Price and shall be non returnable.

3.0 The Contract

1. The Contract shall be affected upon the Company acknowledging acceptance of the Order including the Quotation by the Buyer [(and being in receipt of the Deposit where payable)] and the date of the Contract shall be the date of such acknowledgement unless otherwise specified and the Contract shall be subject to these Conditions in all respects.
2. Each order which is so accepted shall constitute an individual legally binding contract between the Company and the Buyer.
3. These Conditions override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser, and no addition alteration or substitution of these terms will bind the Seller or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Seller’s behalf.

4.0 The Quotation Price

The Quotation Price is exclusive of VAT and is valid for a period of [30] days from the date of the Quotation (unless otherwise specified).

5.0 Variations

1. If the Buyer requests the Company to vary the Contract Goods in any way the Company shall agree such variations if the Company considers that the request is reasonable and the variation requested relates to and is of a similar nature to the Contract Goods and does not materially change the nature of the Contract Goods
2. Where Delivery is at the Company’s premises the Company shall be deemed to have made delivery on giving the Buyer notice that the Contract Goods or relevant consignments thereof are ready for delivery
3. All requests for variations by the Buyer shall be in writing and the price shall then be notified by the Company to the Buyer and such variation shall form part of the Contract Goods. The dates quoted for Delivery or completion of the Contract shall be extended appropriately to take into account any such variations

6.0 Delivery

1. Delivery shall be at the Buyer's premises except where otherwise specified
2. The price for such variation shall form part of the Contract Price
3. Where delivery is to a stated destination by the Company the Company shall be deemed to have made delivery to the Buyer on delivery of the Contract Goods or relevant consignments thereof at such destination
4. Where Delivery is at the Company’s premises any Contract Goods remaining at the Company’s premises on the expiration of 7 days after the Company has notified the Buyer of delivery in accordance with paragraph 3 of this clause shall be deemed to have been duly accepted by the Buyer on the date of such notice to the Buyer and the Buyer shall pay the Company’s reasonable storage charge in respect of any period that such Contract Goods have remained on the Company’s premises after the date of such notice and the Company shall not be liable for loss injury deterioration or damage (other than wilful damage by the Company or its employees) sustained by such Contract Goods for any period from the date of such notice
5. If the Buyer fails to take delivery of the Contract Goods where delivery is in accordance with paragraph (2) of this clause after the expiration of 7 days of the Company giving notice of delivery or if the Buyer does not accept delivery of the Contract Goods where delivery is in accordance with paragraph (3) of this clause, or if the Buyer fails to comply with any other of these conditions regarding delivery of the Contract Goods then without prejudice to any other rights and remedies of the Company the Company may by notice in writing cancel the contract in whole or in part [and retain the Deposit together with any other part of the Contract Price already paid] and require payment of the whole of the balance of Contract Price which remains unpaid plus interest from the due date

7.0 Packing

Packing will be in accordance with the Company’s standard packing unless otherwise specified.

8.0 Risk and property

8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

• 8.1.1 in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Buyer that the Contract Goods are available for collection; or

• 8.1.2 in the case of Contract Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Contract Goods, the time when the Company has tendered delivery of the Goods

8.2 Notwithstanding delivery and the passing of risk in the Contract Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Contract Goods and all other goods agreed to be sold by the Company to the Buyer for which payment is then due

8.3 Until such time as the property in the Contract Goods passes to the Buyer, the Buyer shall hold the Contract Goods as the Company’s fiduciary agent and bailee, and shall keep the Contract Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property, but the Buyer shall be entitled to resell or use the Contract Goods in the ordinary course of its business

8.4 Until such time as the property in the Contract Goods passes to the Buyer (and provided the Contract Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Buyer to deliver up the Company Goods to the Company and, if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Contract Goods are stored and repossess the Contract Goods

8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Contract Goods which remain the property of the Company, but if the Buyer does so all moneys owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable

9.0 Title

Title to the goods comprised in each consignment shall not pass to the Buyer until the Buyer has paid the Contract Price, but, even though title has not passed, the Company shall be entitled to sue for the price once payment has become due.

10.0 Payment

1. Payment of the Contract Price shall be made not later than the thirtieth day of the month following Delivery unless otherwise specified whether or not the Contract Goods or any part of them may remain at the Company’s premises
2. Where any of the Contract Goods are to be delivered by consignment payment of that part of the Contract Price attributable to such consignment shall be made not later than the [thirtieth] day of the month following Delivery of such consignment]
3. Where any payments are not made by the due date the Company may charge the Buyer Interest on the Contract Price or such part as is due but remains unpaid from the due date and further the Company may at its discretion and without prejudice to any other rights or remedies it may have withhold Delivery of further Contract Goods until payment is made together with Interest
4. In the event of non payment of the whole or any part of the Contract Price within 28 days of the due date the Company may cancel the contract in whole or in part and retain the Deposit together with any other part of the Contract Price already paid and require payment of the whole of the balance of the Contract Price which remain unpaid plus interest from the due date.
5. Time specified for payment in this clause shall be of the essence of the Contract

11.0 Acceptance of Goods and Claims

1. The Buyer shall inspect the Contract Goods immediately on Delivery and shall within 7 days of Delivery give notice in writing to the Company of any matter or thing for which the Buyer alleges that the Contract Goods or any of them are defective and if the Buyer shall fail to give such notice within such 7 days the Buyer shall be deemed to accept that the Contract Goods are in all respects in accordance with the Contract and the Buyer shall indemnify the Company against any damages the Company may be required to pay to any party whether by court order settlement or otherwise arising from a defect in any of the Contract Goods unless the Buyer can prove that the defect was undiscoverable by proper inspection of the Contract Goods on Delivery
2. Where notice of any defects in the Contract Goods has been given within the said 7 day period such defective goods shall be placed aside for inspection by the Company and shall be repaired or replaced free of charge at the discretion of the Company where the Company is satisfied that they are defective
3. Without prejudice to the foregoing paragraph of this clause where the Contract provides for Delivery by the Company at a destination other than the Company’s premises and the Buyer considers that the Contract Goods or any of them have become lost pilfered or damaged in transit the Buyer shall notify the Company within [three (3)] days of Delivery or in the case where the Contract provides for delivery to a UK destination and the Contract Goods or any of them are not delivered within [twenty one (21)] days of the date of notification of despatch then the Company will repair or (at its option) replace any of the Contract Goods so lost pilfered or damaged

12.0 Defects after Delivery

1. The Company will repair or (at its option) replace any Contract Goods which become defective under proper use within a period of twelve (12) calendar months after Delivery where such defects arise solely from faulty design materials or workmanship (other than a design made furnished or specified by the Buyer) provided that such defective goods are returned by the Buyer at its expense to the Company’s factory within such twelve (12) month period
2. The liability of the Company under this clause shall be in lieu of any warranty or conditions implied by law as to the quality or fitness for any particular purpose of the Contract Goods and (save as provided in this clause) the Company shall not be under any liability whether in Contract tort or otherwise in respect of any defects in the Contract Goods or for any injury (other than personal injury caused by the Company’s negligence as defined by Section 1 of the Unfair Contract Terms Act 1977) damage or loss resulting from such defects or from work done in connection therewith
3. Subject to the provisions of this clause the Company shall not be liable for any loss or damage whatsoever or howsoever occasioned which may be a direct or indirect result of the use or operation of the Contract Goods by the Buyer or any other party
4. If a claim is made against the Company in respect of liability under the Consumer Protection Act 1987 in circumstances where a like claim could have been made against the Buyer in contract the Buyer shall indemnify the Company in full against all damages costs and expenses that may become payable as a result of such claim

13.0 Liability

1. All terms conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Seller's specification) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded
2. In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods
3. The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract

14.0 Warranty

In the case of goods not manufactured by us, we will pass on to the Buyer, to the extent that it is able, any benefits obtainable under any warranty given by our supplier provided that the goods have been accepted and paid for.

15.0 Force Majeur

The Company shall not be liable in any way to the Buyer or any other party for any loss or damage of whatsoever nature caused wholly or partly by or in consequence of War (whether declared or not and whether or not the United Kingdom is a belligerent) national emergency government or other competent authority regulations and controls scarcity of labour strikes lock outs civil malicious damage adverse weather conditions or any other cause not wholly within the control of the Company or by scarcity shortage of difficulty in procuring or procure materials articles or things requisite in the manufacture or supply of the Contract Goods.

16.0 Statutory and other Regulations

If the cost to the Company of performing its obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of the Contract of any Law or any other order regulation or bye law having the force of law that shall affect the performance of the obligations of the Company under the Contract the amount of such increase or reduction shall be added to or deducted from the Contract Price as the case may be.

17.0 Jurisdiction

These Conditions and the Contract shall be subject to and construed in all respects in accordance with English Law. All disputes arising out of this Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18.0 Interpretation

1. Where the Buyer is two or more parties all obligations expressed or implied to be made by or with the Buyer under these Conditions shall be deeded to be made by or with such parties jointly and severally
2. Words importing the one gender include all other genders and words importing the singular number include the plural and vice versa
3. Any reference in these Conditions to any statute or statutes or Acts of Parliament or legislation include any regulations or orders made thereunder
4. The paragraph headings of these Conditions do not form part of these Conditions and shall not be taken into account in the construction or interpretation of these Conditions.