Terms And Conditions
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1.1 In these Conditions:
‘APSS' means Acorn Partitions & Storage Systems Limited whose registered office is at Unit 1, Kingsley Court, Kingsley Road, Lincoln LN6 3TA registered in England and Wales under company number 03963919.
‘Buyer' means the person who accepts a quotation from APSS for the Specified Services or whose order for the Specified Services is accepted by APSS.
‘Contract' means the contract relating to the Specified Services entered into between the Buyer and APSS and to which these Conditions apply.
‘Installation' means the works to be completed by APSS as part of the Specified Services.
‘Materials' means materials used in the provision of the Installation as part of the Specified Services.
‘Specified Service' means the services to be provided by APSS to the Buyer pursuant to the Contract including but with limitation provision of the Installation as described in Condition [2.3] below.
2. Supply of the Specified Service
2.1 APSS shall provide the materials and Installation to the Buyer subject to these Conditions. Any changes or additions to the Specified Service or these Conditions must be agreed in writing by APSS and the Buyer.
2.2 The Buyer shall at its own expense supply APSS with all necessary documents or other materials and all necessary data or other information relating to the Specified Service, within sufficient time to enable APSS to provide the Specified Service in accordance with the Contract. The Buyer shall ensure the accuracy of all such information.
2.3 The Specified Service shall be provided in accordance with the specification sheet and quotation relating to it and supplied by APSS to the Buyer (‘the Specification Documents') and otherwise in accordance with APSS's current brochure or other published literature relating to the Specified Service from time to time, subject to these Conditions.
2.4 APSS may at any time without notifying the Buyer make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service or the Installation.
3.1 APSS shall be entitled to invoice the Buyer on the following basis:-
60% of order value (together with any applicable value added tax and without any set-off or other deduction) to be paid to APSS upon order placement.
The remaining 40% of order value (together with any applicable value added tax and without any set-off or other deduction) to be paid after Delivery (if a supply only) or after Installation completion to be paid to APSS within 7 days of the date of APSS invoice.
Any additional sums payable shall be paid by the Buyer (together with any applicable value added tax and without any set-off or other deduction) within 7 days of the date of APSS invoice.
3.2 APSS shall be entitled to suspend the carrying out of the Installation if any payment shall not have been paid in full by the date for payment or final date for payment as the case may be. APSS shall give to the Buyer written notice of such intention to suspend the carrying out of the Installation specifying the grounds of such intention, not less than 7 days prior to the commencement of the suspension. In the event that the work are re-commenced after being so suspended APSS shall have the right to amend any completion date or time stated in the contract for the carrying out or completion of the Installation and shall be entitled to recover from the Buyer any loss incurred due to the suspension of the Installation. This provision shall not affect APSS's other rights in the event of late payment by the Buyer.
3.3 If payment is not made on the due date, APSS shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 5% above the base rate from time to time of Lloyds TSB Bank plc. calculated with quarterly rests from the due date until the outstanding amount is paid.
4. Warranties and Liability
4.1 APSS warrants to the Buyer that the Specified Service will be carried out using reasonable care and skill and, so far as is reasonably possible, in accordance with the Specification and within a reasonable time of the Buyer's acceptance of the quotation. Time shall not be of the essence. Where APSS supplies in connection with the provision of the Specified Service any goods supplied by a third party, APSS does not give any warranty, guarantee or other term as to the quality, fitness for purpose or otherwise, but shall, wherever possible, assign to the Buyer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to APSS.
APSS shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising from any materials or instructions supplied by the Buyer which are incomplete, incorrect, inaccurate, ineligible, out of sequence, faulty or in the wrong form, or arising from the late delivery or non-delivery of the same, or any other fault of the Buyer.
Except in respect of death or personal injury caused by APSS's negligence, or as expressly provided in these Conditions, APSS shall not be liable to the Buyer 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 the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of APSS, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Buyer, and the entire liability of APSS under or in connection with the Contract shall not exceed the amount of APSS's charges for the provision of the Specified Service, except as expressly provided in these Conditions.
APSS shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of APSS's obligations in relating to the Specified Service, if the delay or failure was due to any cause beyond APSS's reasonable control.
5. 5. General
These Conditions together with the terms, if any set out in the Specification Documents constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except as agreed in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may t the relevant time have been notified pursuant to this provision or the Contract to the party giving the notice.
No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question and of the Contract shall not be affected.
English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
The Specified Service shall be carried out within standard working hours of Monday to Friday, 8.30am to 5.00pm (excluding Bank and public holidays). The Buyer will grant any reasonable application by APSS to work outside the standard working hours.
The Buyer shall provide sufficient dry and secure premises within which APSS may store working materials, tools and plant within 50 metres of the final fixed position of the Installation and on the same level as the Installation at no charge.
In order that APSS can complete the Specified Service the Buyer shall provide at no charge to APSS electricity, water and, where necessary forklift truck facilities at and upon the site or sites where the Installation is to be made or installed.
6. Risk and Property
The materials supplied by APSS to the Buyer as part of the Specified Service will be designed to be easily removable with minimal disruption to the premises in which the Installation has taken place or damage to the fabric of the building or buildings concerned. Notwithstanding delivery and the passing of risk in the Materials, or any other provision of these Conditions, the property in the Materials supplied as part of the Specified Service shall not pass to the Buyer until APSS has received full payment of all sums due and payable to it in accordance with these Conditions.
Until such time as the property in the Materials passes to the Buyer, the Buyer shall hold the Materials as APSS's fiduciary agent and bailee, and shall keep the Materials protected and insured and identified as APSS's property.
Until such time as the property in the Materials passes to the Buyer APSS shall be entitled at any time to enter upon any premises of the Buyer and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Materials which remain the property of APSS.