These conditions apply to contracts between Ambientair Ltd and the customer to the exclusion of any other terms that may be contained in documents from the customer. No variation of these conditions shall be effective unless agreed by Ambientair Ltd or a duly authorised representative in writing. The conditions will continue to apply not withstanding that the work and/or price finally agreed or executed differs from that originally quoted by us. All express or implied warranties or conditions whether statutory or otherwise are hereby expressly excluded wholly or if in the case of non-consumer sale, a court considers such exclusion not to the extent that the court considers the exclusion to be fair and reasonable
We shall be entitled to obtain references from the customer and to cancel contracts by notice in writing at any time before the first delivery if any reference shall be in our opinion unsatisfactory
All prices quoted are nett and exclusive of VAT. In the event of any increase in the cost to us of overheads, labour, goods, materials or transport after the date when our prices were quoted, or in the absence of quotation agreed, or in the case of any error by us in quotation, we reserve the right to increase our prices correspondingly.
Payment shall be made to Ambientair Ltd not later than 30 days from despatch in pounds sterling without any discount other deduction or deferment on account of disputes or cross-claims. In the event of any part of the price remaining after the due day for payment, we reserve the right to charge interest at 2.5% over the Bank of England base rate on outstanding sums interest to run from day to day and to accrue after as well as before judgement. Notwithstanding any agreed terms of payment the goods are not sold and delivered on credit but on condition that ownership therein shall not pass to the buyers until they are fully paid for and Ambientair Ltd shall be at liberty in their sole discretion to cancel the contract and remove the goods if the price is not paid at the times and in the manner stipulated and to recover damages from the buyers in respect of the loss and damage suffered as a result of the buyers failing to complete the contract and any instalments of purchase money which may have been paid shall be retained by Ambientair Ltd agains the said damages.
5. Default by Customer
If the customer shall fail to pay any account when due or in the case of death or incapacity of the customer or if the customer shall consort any act of bankruptcy or have a Receiving Order made against him or shall make any arrangement with his creditors or where the customer is a company in the case of liquidation or the appointment of a receiver or if distress or execution shall be levied or threatened upon any of the customers property or any judgement against the customer remain unsatisfied for more than 14 days the price of all goods invoiced and/or despatched and the cost of all work already invoiced and/or completed shall immediately become due and payable and in addition on the occurrence of any such event we shall have the right to cancel or suspend forthwith the contract subsisting with the customer wihtout prejudice to our right to recover any loss or damage sustained and furthermore shall have the right to withhold the return of the customers goods, materials and tools until settlement of all accounts have been made in full.
a) Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not enable cancellation of the contract or reamining deliveries
b) If delivery shcedules are issued to us they will form part of a contract when accepted by us
c) Delivery dates whilst calculated in good faith are not a term of any Contract whether or not included in a schedule of deliveries and no liability is accepted by us in respect of any loss or damage due to delay. No delay failure or other default in respect of any delivery (or part delivery) shall entitle the customer to treat the contract as repudiated.
d) If despatch or collection of goods ready for delivery is delayed for reasons which are the responsibility of the customer, its servants and agents we shall be entitled to claim payment as if the goods has been despatched when ready and to arrange storage at the customers expense
e) In the case of goods to be packed, stored delivered or otherwise than at our premises, all risk or loss or damage howsoever caused in and about such operations shall be borne the customer
f) The customer shall not object if any delivery (whether or not it is part delivery) falls short or eceeds the quantity agreed by an amount not exceeding 10%
g) In the case of goods delivered directly to a 3rd party warehouse either direct or indiect to be packed, stored or otherwise, the title of ownership remains with Ambientair Ltd until payment is paid in full by the customer. Third party ownership cannot be calimed in due of a debt.
a) We reserve the right to suspend delay or cancel the execution of any contract or part thereof if we are hindered or prevented from performing the same due to any cause beyond our reasonable control including but not limited to the following: Act of God, war, riot, civil commotion, strike, lock-out, or other labour disturbance or restriction, fire, flood, explosion, import restrictions or failure on the part of our suppliers to make delivery
b) Where a contract is terminated bu the customer whether expressly in writing or not we undertake to use our best endeavours to keep the cost of termination to a minimum but reserve the reight to invoice the customer with such termination costs together with loss of profits.
8. Customers Warranty
a) Except where the customer advises to the contrary the customer warrants that he is the owner of all goods supplied by, through or on behalf of the customer for use in or or in connection with the contracts
b) All goods shall be of sound construction and be fit and proper for their intended use and shall be and remain at the customers risk
9. Defects & Shortages
a) If any consignment of goods is not received by the customer within 10 days of the despatch date shown on the invoice we shall be notified of such non-receipt immediately in writing and failing such notification we shall not be liable for any shortages
b) On receipt of goods the customer, its servants or agents shall inspect them and unless we are notified in writing with seven days of receipt of any shortages or defects we shall not be liable for such shortages or defects.
c) Our liability in respect of goods found to be defective is limited to replacement, repair or credit to the invoiced value thereof at our discretion.
d) Goods may not be regarded by the customer as being defective where such goods are supplied from the same batch to the same standard as goods previously accepted by the customer its servants or agents
10. Property in the goods
The property in the goods delivered shall not pass to the customer and the customer shall keep the goods as bailee and trustees for us (returning them to us upon request) until the price of the goods shall have been wholly paid and until any other sums whatsoever which are due from the customer to us whether under this contract or otherwise howsoever shall have been paid in full. Notwithstanding the above the customer shall be entitled to sell the goods to third parties in the normal course of business but the proceeds of any such sale shall whenever any sum whatsoever due from the customer to us whether under the contract or howsoever otherwise to be held on trust for us
11. Exclusion of Sellers Liability
Save as herein provided, neither we nor our servants or Angents (on whose behalf we act in making this condition) are liable in contract, tort or otherwise for any injury, loss, damage of consequential loss of whatsoever nature and howsoever caused whether or not the same shall be caused by negligence or breach of staturtory duty of ourselves, our servants or agents and the customer shall indemnify us in full against all action, costs, claims or demands by third parties in tort or otherwise arising indirectly or indirectly out of the supply of goods by us to the customer.
12. Indemnity by Customer
When goods are made to the customers specification or pattern the customer shall indemnify us against all actions proceedings, costs, claims and demands, paid or incurred by us as a result of any infringement of any patent, trademark design, design right or copyright
13. Law & Jurisdiction
English law shall govern all contracts and the English courts shall have exclusive jurisdiction to hear and decide any disputes or proceedings arising out of any contract between Ambientair Ltd and the customer.