Terms & Conditions
In these conditions the Company shall mean Acorn Powell Limited, the purchaser shall mean the person, firm or company to whom any quotation is addressed or with whom any contract is made and the goods shall mean the goods and/or services agreed to be sold by the Company to the purchaser.
1. Quotation and Acceptance
(a) All quotations are given and all orders are accepted on these terms which shall apply to the exclusion of and shall override any other terms stipulated or referred to by the purchaser whether in its order or any other
document, or in any negotiations or communication or course of dealing established between the Company
and the purchaser;
(b) No modification or amendment of these terms or addition thereto shall be effective unless made in writing
and signed by a director of the Company.
2. Description of and Statements as to Goods
(a) Save where the goods are stated to be sold as complying with a recognised trade or industry standard, all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company's catalogues, brochures, price lists, quotations and publicity materials are approximate only and the Company shall not be liable for their accuracy unless they are expressly incorporated into the contract in writing.
(b) These terms represent the entire agreement between the Company and the purchaser relating to the goods and such terms supersede any other terms previously issued and the purchaser shall not place any reliance upon any statements, recommendations and advice whether oral or in writing given (whether before or after the acceptance by the Company of the purchaser's order) by the Company, its servants or agents as
to any matter relating to the goods save where such statement, recommendations or advice is given in writing and signed by a director of the Company in response to a specific written request from the purchaser before or at the time of the Company's acceptance of the order.
Prices quoted by the Company are those in effect at the date of quotation. Unless otherwise agreed in writing, the Company reserves the right to increase prices when it accepts the purchaser's order so as to reflect one or more of the following:
(a) Any variation that may have occurred in the costs of labour, materials, suppliers overheads and transport;
(b) Any change in duty, tax, surcharge or levy of any kind whatsoever affecting the sale price of the goods;
(c) Any cost to the Company resulting from delay by the purchaser in giving to the Company information
sufficient to enable it to supply the goods or provide the services or resulting from any alteration made at
the request of the purchaser in the specification of the goods or in the place to which they are to be delivered
(d) Any extra cost to the Company resulting from the goods being carried at the request of the purchaser by
modes of transport more expensive than the Company's normal form of transport.
4. Cancellation or Return of Goods Order
(a) Standard products - a charge of 25% of the nett invoice value will be made to cover the Company's administration and other costs.
(b) Non-standard and special products - once manufacture has commenced, cancellation of items made to a purchasers specific requirements will involve, in addition to the cancellation charge (referred to in paragraph a) all manufacturing and other costs incurred by the Company up to the time of cancellation.
(c) Once goods have been delivered they are not in any circumstances returnable without the Company's agreement in writing.
(a) Any time or date stated for delivery is given and intended as an estimate only and the Company shall not be liable for any loss or damage whatsoever resulting from any delay in delivery howsoever arising;
(b) Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following, namely:
(i) the physical delivery of the goods to the purchaser at the Company's works;
(ii) the physical delivery of the goods to the purchaser's carrier or agent for the purpose of transmission to the purchaser or his nominee;
(iii) the physical delivery of the goods to the purchaser's place of business or such other place as he may direct by the Company, its carrier or agent, the purchaser being responsible for unloading;
(c) Signature of the Company's delivery note by an employee, representative or agent of the purchaser shall
be conclusive proof of delivery;
(d) Where the contract provides for delivery by the Company, its carrier or agent:
(i) any claims for non-delivery must be made in writing to the Company within ten days of receipt of
invoice or advice note whichever is the earlier;
(ii) any claims in respect of goods damaged in transit or shortages in delivery must be made in writing to the Company within seven days of delivery; shortages in delivery shall not give rise to a right to reject the goods delivered;
(e) The Company shall be entitled to make partial deliveries or deliveries by instalments and all the provisions of these terms shall apply to such deliveries.
(a) Unless otherwise agreed in writing, the price for the goods will be due and payable on the last business day of the month following delivery;
(b) The Company shall be entitled to charge interest on any part of the price which is not paid in accordance with clause (a) at the rate per annum of 3% above the Base Rate of National Westminster Bank PLC from time to time;
(c) Time of payment is of the essence and if the purchaser defaults in punctual payment of the price the Company shall be entitled to terminate the contract and recover the goods at the purchaser's expense without prejudice to any further rights which the Company may have;
(d) Any default in payment of an invoice or an instalment payable on an invoice on the due date shall render the entire balance outstanding on all invoices from the Company to the purchaser immediately payable in full without demand being made notwithstanding any contrary provisions as to terms of payment in any one or all invoices;
(e) If the purchaser fails to give all instructions reasonably required by the Company and all necessary documents, licences, consents and authorities for forwarding the goods or is unable to accept delivery of the goods at the time when the goods are due and ready for despatch or delivery or shall otherwise cause or request delay, the purchaser shall pay to the Company all costs and expenses, including storage and insurance charges incurred or arising from such delay during which, at the Company's absolute discretion if its storage facilities permit, the goods will be stored at the purchaser's sole risk. This provision shall be in addition to and not in substitution for any other payment or damages for which the purchaser may be liable in respect of his failure to take delivery at the appropriate date;
(f) The purchaser shall not be entitled to make any deduction from the price of goods which have been delivered to the purchaser in respect of any set off or counterclaim unless both the validity and the amount thereof have been expressly admitted in writing by the Company and such admission is signed by a director of the Company;
(g) In the absence of any specific appropriation by the purchaser, the Company shall have the right to appropriate any payment made by the purchaser towards the satisfaction of any invoice outstanding from time to time as the Company shall in its absolute discretion think fit.
Where the goods supplied by the Company are of the Company's design and manufacture the Company will make good any defects in those goods subject to the following conditions:
(a) The purchaser shall notify the Company in writing at the Company's address, 5 Brearley Court, Baird Road, Waterwells Business Park, Quedgeley, Gloucester GL2 2AF, within 10 days of the date of delivery;
(b) The Company shall be provided with an adequate opportunity to examine the goods.
(c) The Company shall not be obliged to replace any goods or make any allowance or other arrangement if, in the reasonable opinion of the Company, the defect has arisen from accident, misuse, neglect, incorrect installation, lack of reasonable maintenance, or any other cause beyond the reasonable control of the Company;
(d) Where the defect is reasonably attributable to the fault of the Company, the Company shall replace or repair the defective goods, but shall not be liable for any costs of removal of the defective goods, or of installation of replacement goods, nor any consequential loss or damage arising therefrom.
(e) The Company will not accept any charges for remedial work which is carried out without its express authority and approval.
(f) The Company's liability shall be limited to the repair or replacement of materials and components manufactured by the Seller. No goods are guaranteed by the Company for any specific length of time but are warranted to be free from defect in workmanship and materials at time of delivery. No liability can be accepted in respect of products that have become defective due to contact with corrosive liquids such as strong bleaching solutions and fluids, photographic developing liquids, immersion type silver cleaning fluids and the like which are injurious to stainless steel.
(g) Where goods and components supplied by the Company are not of the Company's design and manufacture, the Company's liability shall be limited to the guarantee provide by the manufacture of such goods and components.
(h) The Company shall not be under any duty arising from Section 7 of these Conditions of Sale if the purchaser is in breach of any provision of the contract with the Company until the purchaser has remedied the breach.
8. Property and Risk
(a) Risk in the goods shall pass to the purchaser, at the time at which delivery takes place in accordance with
clause 5 above the purchaser shall be solely responsible for insuring the goods thereafter;
(b) The Company shall retain ownership of and title in the goods delivered until full payment has been made in respect of all such goods. Until such time the goods shall be:
(i) stored separately from other goods in the possession of the purchaser;
(ii) marked or otherwise rendered identifiable as being the property of the Company;
(iii) held by the purchaser as bailee of the Company;
(iv) held by the purchaser free from any charge, lien or other encumbrance;
(c) Provided the Company has not requested their return and notwithstanding that payment in full has not been made for all of the goods delivered, the purchaser as principal and not as agent for the Company shall be entitled to use the goods or offer for sale and sell them in the ordinary course of his business;
(d) Where the purchaser sells the goods prior to paying for them in full;
(i) the Company shall be legally and beneficially entitled to the proceeds of sale;
(ii) the purchaser shall hold the proceeds of sale on trust for the Company and shall not mingle
them with other monies and shall not pay them into an overdrawn bank account;
(iii) he shall deposit the proceeds of sale in a separate bank account, the location and number of which he has previously notified to the Company, and he shall not be entitle to use or deal with the proceeds of sale until payment in full for the goods has been made to the Company;
(e) The Company shall have the right at any time by its servants or agents to enter the purchaser's premises
where the goods are stored, or are thought by the Company to be stored, so as to:
(i) retake possession of the goods when the Company has requested their return and the purchaser has not immediately complied with the request, such retaking or return to be without prejudice to any other rights the Company may have arising therefrom;
(ii) inspect the storage of the Company's goods which have not been paid for in full;
(iii) investigate and ascertain whether all these terms are being complied with.
(a) The purchaser shall indemnify the Company against all loss, damages, costs and expenses suffered or incurred by the Company or to which the Company may become liable as a result of any work carried out in accordance with the purchaser's specification(s) which involves infringement or alleged infringement of a patent, registered design or other industrial property right;
(b) If the purchaser uses or sells the goods in such a manner as to infringe any such rights the Company shall
not be responsible for such infringement and the purchaser agrees to indemnify the Company from and against all liability arising therefrom.
The Company shall have the right forthwith to cancel the purchaser's order if any of the following events occur and subject to enforcement of the Company's rights to recover the goods and to receive payment of the price or damages, the contract shall be deemed to have terminated:
(a) The purchaser commits any breach of his obligations to the Company;
(b) Any distress or execution is levied upon any property of the purchaser;
(c) The purchaser makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy or insolvency;
(d) Any resolution is passed or petition presented to wind up the purchaser;
(e) A receiver or administrator is appointed or any charge takes possession of all or any part of the undertaking or assets of the purchaser;
(f) The purchaser stops payment or ceases or threatens to cease to carry on its business or to pay its debts and when they fall due;
(g) Any remittance for payment of the whole or any part of the purchase price of the goods is dishonoured by the purchaser's bankers.
The purchaser shall not assign or transfer or purport to assign or transfer any contract to which these terms apply to any other person without the Company's prior written consent. The Company reserves the right to subcontract the performance of the contract of any part of it.
12. Force Majeure
If the Company is prevented or delayed (directly or indirectly) from making delivery of the goods or any part thereof or from otherwise performing the contract or any part thereof by reason of war, embargo, riot, strike, lockout, trade dispute, fire, break-down of plant or machinery, inclement weather, interruption of transport, Government action, delay in delivery to the Company of any goods or materials or its control, it shall be under no liability whatsoever to the purchaser and shall be entitled at its option either to cancel the contract or without any liability to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented.
13. Proper Law
The contract and these terms shall be governed by English law and the purchaser shall submit to the sole jurisdiction of the English Courts.
If you have any queries regarding our Terms and Conditions, please feel free to contact us.