Trading Terms and Conditions
In these Conditions the following expressions shall have the following meanings:
1.1. The company" means Atmos Technology Limited and also where the context permits its assigns and any subcontractor for the said Company.
1.2. Goods" means the articles or things to be supplied by the Company to the Client under the terms of the Contract.
1.3. Services" means the services to be provided by the Company to the Client under the terms of the Contract.
1.4. The Client" means the person, firm and company with whom the contract is made by the Company, whether directly or indirectly, through an agent or factor who is acting for or instructed by the Client or whose actions are ratified by such person, firm or company.
1.5 Contract" means the contract between the Company and the Client under which the goods or services are to be supplied by the Company to the Client.
1.6. Company's Premises" means the premises mentioned in the Contract or if not so mentioned means the Company's premises at 110 Churchill Road, Bicester, Oxfordshire. OX26 4XD.
1.7. Working Day" means 9.00 a.m. to 17.30 p.m. Monday to Friday excluding statutory holidays.
2. General
2.1. These Conditions shall be deemed to be incorporated in all contracts of the Company and in the case of any inconsistency with any order, letter or form of contract sent by the Client to the Company or any other communication between the Client and the Company whatever may be their respective dates the provision of these Conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Client shall not affect the rights of the Company under the contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the contract the other Conditions shall continue in full force and effect.
3. Orders
3.1. Notwithstanding that the Company may have given a detailed quotation no order shall be binding on the Company unless and until it has been accepted by a director of the Company.
3.2. The Company's advertising literature or material are intended only as indication as to price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on the Company.
4. Prices
4.1. The prices for the Goods shall be those ruling at the date of despatch and the Company reserves the right to amend its quoted prices at any time prior to the day of despatch
4.2. The prices for the Goods include the cost of normal packaging but exclude delivery, transit insurance or installation charges (where applicable).
4.3. The prices for the Services shall be based on the Company's normal working hourly rate.
4.4. All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.
5. Additional Costs
5.1. The Client agrees to pay for any loss or extra cost incurred by the Company through the Clients instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Client its servants or employees.
6. Intellectual Property Rights
6.1. All written information, drawings, diagrams and software copies of same prepared by the Company in relation to the provision of the Goods and Services and the copyright therein shall remain the property of the Company and shall be returned by the Client on demand. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.
7. Terms of Payment
7.1. Unless agreed in writing by the Company payment shall be made in full, without deduction or set off, immediately upon receipt of Company's invoice or if credit account has been approved by the Company within thirty days of the date of the Company's invoice.
7.2. When the Company issue a credit note against any of the invoices the payment terms of the corresponding invoice remain as 30 days from the invoice date.
7.3. If the Goods are delivered in instalments the Company shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in accordance with Condition 7.1
7.4. When the Contract value exceeds £20,000 or the duration of the project exceeds four working weeks Special Conditions shall apply.
7.5. Payment shall be deemed to be made when cash has been handed to the Company or the amount of any cheque has been credited to the Company's bank account and cleared by the Client.
7.6. Where payment is overdue the Company may (without prejudice to any of its other rights) recover and resell the goods and the Client hereby irrevocably licenses the Company or any of its agents to enter upon any premises where the goods are stored or are reasonably thought to be stored for the purpose of such recovery and/or resale. Additionally the Company reserves the right to charge an appropriate amount (up to a maximum of the original invoiced amount), for any such goods that are removed from the Clients premises due to non-payment, which are subsequently found not to be in a fully resaleable and as new condition. This includes any packaging and associated documentation originally provided with the goods.
7.7. All invoices shall become immediately payable upon the commencement of any act or proceedings in which the solvency of the Client is involved.
7.8. Any extension or credit allowed to the Client may be changed or withdrawn at any time.
7.9. The time of payment shall be of essence of the contract.
7.10. The Company is entitled to charge interest at 8% above the Current Base Rate of HSBC Bank plc on overdue payments to run from the due date for payment thereof until receipt by the Company of the full amount whether before or after judgement.
8. Delivery of Goods and Services
8.1. All times or dates given for delivery of the Goods and Services are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of the Contract nor shall the Company be under any liability for any delay beyond the Company's control.
8.2. No liability for non-delivery, loss of or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Contract will attach to the Company unless claims to that effect are notified in writing by the Client to the Company and in the case of claims for non-delivery, loss of or damage with a copy to the carrier if the Company's own vehicle has not been used to deliver the Goods:
8.2.1. within three days of delivery for loss, damage or non-compliance with the Contract
8.2.2. within five days of the date of the invoice for non-delivery.
8.3. In the event of a valid claim for non-delivery, loss, damage or non-compliance with the Contract the Company undertakes at its option either to re-supply or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, loss, damage or non-compliance.
8.4. If the Client shall fail to give notice in accordance with Condition 8.2 the Goods shall be deemed to be in all respects in accordance with the Contract and the Client shall be bound to accept and pay for the same accordingly.
8.5. The Company shall not be liable for imperfect work caused by any inaccuracies on any written or verbal specifications supplied by the Customer.
9. Acceptance
9.1. All invoices shall be deemed to be accepted by the customer unless queried in writing within 14 days of the invoice date.
9.2. All goods shall be deemed to be accepted by the customer unless written notice of rejection is received within 7 days of delivery date.
10. Return of Goods
10.1. Goods supplied cannot be returned without the Company's prior written authorisation and shall only be accepted within seven days of the invoice date. Duly authorised returns shall be sent to the Company's Premises at the Client expense.
10.2. The Company reserve the right to refuse to accept such returns if they are not returned in their original packaging in a clean, unused, undamaged and resaleable condition.
10.3. All goods must be received within fourteen days from the date of return authorisation.
11. Passing of Title and Risk
11.1. Risk in the goods shall pass to the Client on delivery and the Client shall be solely responsible for the custody and maintenance of the Goods.
11.2. Property in the Goods shall not pass to the Client until the purchase price of the Goods has been paid in full, and payment is made in full to the Company of any sum which is at the date of the order or may thereafter become due or owing from the Client to the Company.
11.3. Until property in the Goods has passed to the Client, the Client will hold the Goods in a fiduciary capacity and will store the Goods separately from any other goods and in a manner which makes them readily identifiable as the Goods of the Company.
11.4. In the event of the Client purporting to sell the Goods to a third party before payment has been made to the Company any such proceeds of sale shall be received and held by the Client as the Company's agent. The Client acknowledges that such proceeds are held in a fiduciary capacity and that the Client will account strictly to the Company the proceeds so held.
11.5. The Company will have the right to maintain an action against the Client for the price of the Goods notwithstanding that property in the Goods has not passed.
11.6. If the Client defaults in accepting delivery of or paying for the Goods, the Company reserves the right to re-sell the Goods or any of them to a third party without giving notice to the Client of the Company's intention to resell.
12. Conditions and Warranties
12.1. The Contract shall not constitute a sale by description or sample
12.2. Any Conditions or Warranties (whether express or implied by statute, common law or arising from conduct or a previous course of dealings or trade custom or usage) as to the Goods or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods with any descriptions or samples are hereby expressly negated.
13. Liability
13.1. Where Goods supplied prove to be defective and the Customer notifies the Company within seven days of the Customer taking receipt of the Goods the Company will replace such Goods free of charge, providing the defective Goods are returned to the Company with the Company's valid Return Authorisation Number. Any defective Goods notified to the Company after the aforementioned seven day period, will be subject to the conditions of the manufacturer warranty, and it will therefore be the Customers responsibility to make a claim against this warranty directly with the manufacturer.
13.2. The Company's obligation contained in Condition 13.1 are subject to:
13.2.1. The Goods have been used in an appropriate manner and/or as prescribed in the operating instruction
13.2.2. The Goods have not been modified or repaired otherwise than by the Company or otherwise interfered with.
13.3. No liability will be accepted by the Company for any goods which become defective as a result of any process or negligence of storage procedures after the goods have left the Company's premises.
13.4. The Company will not be responsible for any personal injuries, third party claims of whatsoever nature arising from defective goods apart from claims in respect of death or personal injury resulting from negligence of the Company.
14. Consequential Loss
14.1. The Company shall not be liable under any circumstances for any loss of profit, loss of contract or other consequential loss or damage suffered or incurred by the Customer or any other person or company.
15. Cancellation
15.1. The Contract for supply of Goods and Services may not be cancelled except by agreement in writing of both parties and upon the payment to the Company of such amounts as may be necessary to indemnify the Company against all loss resulting from the said cancellation.
15.2. The Contract for Support or Maintenance may only be terminated in accordance with the conditions stipulated in the Support or Maintenance agreement. At the end of the initial Support and Maintenance service term, the service provided will be automatically renewed annually thereafter unless a minimum of three months notice to terminate the agreement is given prior to the anniversary date of the service term.
16. Entire Agreement
16.1. The Agreement together with any contract documents the Company provides the Customer constitute the entire agreement and understanding between the parties relating to the subject matter. Except as may be expressly stated in the Agreement, the Agreement supersedes and cancels all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written, between the parties. Each of the parties acknowledges and agrees that in entering into the Agreement it has not relied on (or has been induced to enter into the Agreement by) any statement, representation, warranty or understanding made prior to the Agreement. Nothing in this clause excludes any liability for fraudulent misrepresentation.
17. Governing Law
17.1. The Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales and both the Customer and Company hereby agree to the exclusive jurisdiction of the English Courts. Any notice given under this contract must be in writing.