Terms and Conditions
Advance Innovation Limited T/A Advance Group
01. General. All contracts will be on these terms and conditions to the exclusion of all other terms and no variation of these terms and conditions shall take effect unless confirmed by us in writing. Your order shall not be deemed accepted until we issue an order confirmation.
02. Description. Any samples, drawings, illustrations, descriptions or advertising issued by the Supplier (including those in our catalogues, brochures, documents or accompanying quotations) are issued for the sole purpose of giving an approximate idea of the goods and services described in them and are therefore only correct in general detail. They shall not form part of the contract or have any contractual force. Our policy is however one of continuing improvement and we reserve the right to vary or modify the design, specification or finish of the goods and/or services without notice unless a definite request has been made and an undertaking in writing given to the contrary.
03. Prices. Quotations and prices are subject to withdrawal or alteration in whole or in any part at any time. Unless otherwise agreed by us in writing, our prices are those ruling at date of despatch of the goods and include the cost of supply of the items specified in the quotation and the delivery of the goods to one agreed site only. Our prices do not include the any costs of off-loading or installation. All prices are exclusive of VAT, duties, levies, packaging and insurance costs, which will be charged as applicable and paid by you. A small order handling charge will be made when the order value is less than £50.
04. Carriage. An extra charge will be levied on all deliveries outside the mainland of Great Britain, but in any instance, we reserve the right to charge carriage on any order as appropriate.
05. Delivery. All delivery and performance times and dates are estimates only and are not of the essence and shall not have contractual force. We shall not be liable for any damage or loss whether arising directly or indirectly out of delay in delivery. In the event that you do not accept delivery or you request that delivery be postponed or you fail to give us adequate delivery instructions (after you have been notified that the goods ordered are ready for delivery and will be despatched), we reserve the right to charge you a demurrage rate of 2% of the net invoice value per month and to levy any re-delivery charge as an extra cost.
06. Damage/Loss in Transit. You must arrange for the goods to be examined on arrival and any damage or loss should be entered on the carrier’s note. In the event of any damage or loss, notification must be given in writing to the carrier and ourselves within 3 days of receipt of goods; goods and packing being held for carrier’s inspection. Damaged goods will not be credited or replaced if used. Notification in writing must be made to us if goods are not received within 10 days of despatch date.
07. Packing. It is your responsibility to return any packing cases, crates, frames, boxes belonging to us. If charged by us will be credited in full upon receipt by us in good condition, carriage paid, within 30 days of date of invoice.
08. Payment. Where you do not hold a customer account with us, you must pay us in full in sterling within 30 days from the date of our proforma invoice without deduction, set-off or withholding, whereupon any goods will be despatched on receipt of cleared funds. Unless otherwise agreed in writing, terms of payment for account customers are strictly net payable 30 days from date of invoice. New customer accounts can be opened on request with receipt of two satisfactory trade references.
09. Erection and/or Installation. Erection, positioning and installation can be carried out by our installation engineers and we shall be pleased to quote for this work. If our engineers agree to undertake this work, you must ensure that the site is clear and ready for the installation of the equipment and is readily accessible to normal transport.
10. Cancellation. In general, cancellation of an order cannot be accepted once the order confirmation has been issued. However, in certain circumstances, we may (entirely at our discretion) agree to the goods being returned, whereupon a handling charge of either 20% net invoice value or the re-stocking charge from the supplier of the goods (whichever is greater) will be made.
11. General Liability. All warranties, conditions or terms implied by statute or common law (apart from any conditions implied by the Supply of Goods and Services Act 1982) as to the goods or services are excluded to the fullest extent permitted by law.
12. Guarantee. The guarantee set out below applies to goods of our manufacture and bearing our asset label and services provided by us. We undertake, at our option, to repair or replace, or refund the price to you (or re-perform the services, if applicable) free of charge, any goods or part thereof used under normal conditions for which the goods were designed, which are faulty or defective in the quality or condition of the goods or the performance of the services, within 12 calendar months of the date of despatch from our works. Fair wear and tear, misuse or damage due to defective installation by other contractors is excepted. It is your responsibility to return the defective goods to our premises for inspection if we ask you to. The extent of our liability in connection with component parts and equipment not of our manufacture is limited to the extent of the guarantee given by the manufacturer of that part to us. In no case are we liable for consequential loss or damage of any nature.
Our responsibility under this clause 12 shall cease if:
• The customer has not paid in full all invoices for goods supplied by us within the time stipulated by these conditions.
• Our representatives are denied full and free right of access to the goods.
• The customer permits persons other than our employees or agents or those approved or authorised by us to effect any replacement of parts, maintenance, adjustment or repairs to the goods.
• The customer has not properly maintained the goods in accordance with instructions, pamphlets or directions given or issued by us from time to time.
• The customer uses any spare parts or replacements not manufactured by or on behalf of us and supplied by us, or the customer fails to follow our instructions for use of the same. The above list is not exhaustive and there may be other circumstances under which our liability ceases.
13. Risk. Where the delivery of the goods specified is:-
• Ex our works: the risk of loss, damage or deterioration therein shall pass to you when despatched from our premises.
• To be effected at a designated site or place: the risk therein shall pass to you upon their arrival at such site or place, before the goods are unloaded (even if the contract includes installation of the goods).
14. Title. Legal title to the goods shall not pass to you until all monies owed by you to us, on whatever account in respect of goods supplied, have been paid in full and received as cleared funds. Until you own the goods, you must hold them on our behalf (but without you owning them), keep them safe, insured and separate and identifiable from all of your other goods. If you owe us any monies on any account which are overdue, in addition to any other rights we may have, we shall have the right to collect such goods without hindrance and you grant us an irrevocable licence so to do. You may, acting for this purpose only, as our agent resell the goods before you own them where (a) that sale is in the ordinary course of your business at full market value and (b) it is a sale of our property on your own behalf and you shall hold upon trust for us all proceeds of sale thereof until all monies owing as aforesaid have been paid to us in full. Risk in respect of goods shall pass to you as specified in clause 13.
15. Third Party Liability. We shall not be responsible for damage, injury or loss of any kind whatsoever to any property or persons howsoever arising from the use of goods or otherwise in connection with the supply, installation or erection of the same. Nor shall we be responsible for any additional risks, which the your insurance company (if any) may consider to have been undertaken by reason of the delivery, installation or use of the goods supplied.
16. Default. Should you default in paying us any sum due under this contract, in addition to any other remedy we may have, we reserve the right to charge you interest at the rate of 1% per month for each month that payment is overdue (subject to any other agreed terms of the contract). In addition, we shall have the right either to suspend all further deliveries until the default is made good or to cancel the contract so far as any goods remain to be delivered thereunder.
17. Intellectual Property Rights. You shall indemnify us against all liabilities, damages, penalties, costs and expenses to which we may become liable in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights where we have made a supply of goods or services to your specification..
18. Surplus Materials. Any surplus fittings or materials shall remain our property and shall be returned to us as soon as reasonably practicable.
19. Notices. Any notices necessary under these terms and conditions shall be in writing addressed to the other party at its registered office or principal place of business (or residence, if applicable) and may be delivered personally or by fax or first class recorded delivery post. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first class recorded delivery post) forty-eight hours after posting or (if sent by fax) at the time of transmission.
20. Third parties. Unless the right of enforcement is expressly granted, it is not intended that any third party should have the right to enforce a provision of this contract pursuant the Contracts (Rights of Third Parties) Act 1999.
21. Waiver. No waiver by us or breach of the contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision and no failure to exercise or delay in exercising any right or remedy under the contract shall constitute a waiver of that right or remedy.
22. Severance. If any of these conditions is, or at any stage in the future becomes invalid, illegal or cannot be enforced in law, it will not affect the other terms which will stay in force.
23. Jurisdiction and Governing Law. This contract, and any dispute or claim arising out of or in connection with it, shall in all respects be governed by, and construed, in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection the contract.
24. Force Majeure. We shall not be in breach of the contract nor liable for delay in performing, or failure to perform, any of our obligations under such contract if such delay or failure result from events, circumstances or causes beyond our reasonable control for example, in the event of war, invasion, act of foreign enemy, hostility (whether war has been declared or not), civil war, rebellion, a revolution, insurrection or military or usurped power.