1. All contracts between the Company and the Customer for the supply of goods or services by the Company shall be on
these conditions (“the Conditions”) and shall supersede any terms and conditions proposed by the Customer and may not
be varied except by the specific written consent of a director of the Company. The giving of any delivery instructions, the
acceptance of or payment for any goods or services or any conduct in confirmation of the transaction hereby
contemplated shall constitute acceptance by the Customer of these Conditions.
2. “Company” means Aluminium Eco Solutions Limited
3. “Customer” means the Company’s customer for the Works
4. “Works” means the agreed scope of supply in accordance with the quotation and any agreed variations and is generally to
include the provision of all necessary supervision, labour, materials, goods and equipment
5. Quotations are open for acceptance within 12 weeks from the date thereof or such other period as may be stated in the
quotation but are subject to confirmation in writing by the Company at the time of such acceptance, and no order
(whether made pursuant to a quotation or not) shall create a contract unless it is accepted by the Company in writing. In
the event of such a refusal, no damage or expenses of any kind whatsoever shall be payable by the Company to the
6. Prices quoted are based on the cost of materials, labour, transport, duties, levies and statutory obligations ruling at the
date of quotation. Where the price includes installation, it is based upon free and uninterrupted access to and possession
of fully prepared working areas being made available to the Company Monday to Friday, 8am to 6pm.
7. The Company reserves the right to increase the price to cover wasted costs if on the date of installation there is not
available both electrical power to run the Company’s tools and access is not granted to install and commission the goods.
If a return visit is required, these will be chargeable at the current daily rate. The Company shall also be entitled to
increase such price in the event of changes in specification, quantities, delivery or installation instructions notified to the
Company after the acceptance of an order and in the event of any error or omission on the part of it, its servants or agents
affecting it or their circulation.
8. Prices stated do not include Value Added Tax, which will be added, where applicable, at the appropriate rate at the time of
VARIATIONS AND EXTRAS
9. The prices quoted are based upon dimensions, quantities, drawings and specifications given at time of tender. The
Company reserve the right to require re-calculation and apply additional charges if any of these parameters change
10. The Company also reserves the right to increase the contract price to reflect increases in the cost of materials or labour
between the date of expiry of the Quotation or the end of the fixed period specified in the Quotation and the date of
completion. This will only be implemented if the Company incurs actual additional cost.
11. If additional work is requested by the Customer, a further quotation will be submitted and the additional work will not be
started until the Customer has confirmed acceptance in writing of the further quotation. The Customer will not be liable in
the event of the additional work or late acceptance of the additional work delaying the completion of the original works
although the Company will make all reasonable efforts to agree and achieve a mutually acceptable revised completion
12. Once the Company has accepted an order and the order has been passed to manufacturing, no cancellation in whole or in
part can be made by the Customer without the Company’s consent which will normally only be granted where the Company can cancel any relevant order placed with its own supplier. The Company reserves the right to make a
cancellation charge to the Customer to cover all expenses and charges incurred by the Company. Since the goods are
manufactured to fulfil the Customer’s particular requirements, in the event of cancellation, the Company may be unable to
re-sell the goods or any part thereof at better than scrap value.
13. The Company will carry out and complete the Works in accordance with the Quotation in a good and workmanlike
manner. All Services shall be carried out with reasonable skill and care and by appropriately qualified and trained persons.
The Company will include in the Quotation detail of the specific site requirements and other preparation requirements to
ensure a successful installation.
14. The Company reserves the right to make changes in the design and specification of the goods without notice but will make
all reasonable attempts to communicate any such changes to the Customer as soon as known.
15. The Customer will provide unrestricted access to the site during normal working hours. Where alternative working hours
have been agreed, the Customer will ensure that unrestricted access is provided.
16. The Customer will be responsible for obtaining at its own cost and in a timely manner any consent, permission or approval
required so as not to delay or interrupt the regular progress of the Works.
17. The Company will be responsible for ensuring compliance with relevant current legislation, Building Regulations, applicable
standards and best practice. The Company will also ensure that it complies with the Company Health & Safety Policy,
specific Project Health & Safety requirements, Customer safety policies and with relevant applicable Health & Safety
legislation. The Company will provide employees and subcontractors with appropriate protective equipment to comply
with the relevant British standard and good industry practice.
TERMS OF PAYMENT
18. Unless otherwise stated in the Company’s quotation all prices are strictly net and payment shall be made within 30 days of
receipt of the Company’s invoice or invoices without any discount or other reduction and without deferment on account of
disputes or cross claims, unless otherwise notified by the Company.
19. The Customer will not be entitled to withhold payment in whole or in part of any sum due unless he issues a written notice
of intention to withhold payment not less than 5 days before the final date for payment specifying the amount proposed
to be withheld and the ground for the withholding or if there is more than one ground, each ground and the amount
attributable to it. In any event, no set-off will be permitted by reference to any sum due under one or more other
20. The Company may invoice for interim payments each month as the Works proceed. The sum on each interim invoice shall
become due immediately and shall be paid within a maximum of 30 days thereafter (Final date for Payment)
21. In the event that the Customer does not take delivery of the goods forthwith upon notification that manufacture of the
goods has been completed, the Company shall be entitled to invoice the Customer for the material element of the Works
and the sum on such invoice shall become due immediately and shall be paid within a maximum of 30 days thereafter
(Final date for Payment). The Goods may be held by the Company or delivered to the Customer subject to satisfactory
protection and security being available. In the event that the Company stores the Goods, the Company will also be
entitled to charge and recover the cost of reasonable storage rates which shall be added to the price stated in its quotation
and shall be paid in accordance with Clause 3 of these Conditions.
22. The full price less any interim payments and any agreed retention will be invoiced on completion of the Works and will be
payable within 30 days of the date of the invoice (Final date for Payment).
23. The Customer will not be permitted to make any retention unless provided for in the Quotation or otherwise in writing by
a director of the Company. Any retention must be released in full together with VAT as appropriate no later than 12
months after the Company has completed the Works.
24. If any payment is not received by the expiry of its respective Final Date of Payment, the Company will be entitled to
statutory compensation and to charge interest. Interest shall be payable by the Customer from the date by which
payment should have been made on the unpaid amount on a daily basis at the rate of 6% per annum above the base
lending rate of National Westminster Bank Plc from time to time in force unless otherwise specified.
25. In the event of non-payment, the Company shall have the right to suspend all further deliveries until payment is made in
full or cancel the order and/or any subsequent orders in so far as any goods remain to be delivered thereunder and no
time or indulgence granted by the Company to the Customer shall prejudice any right or remedy which the Company may
have in any matter whatsoever.
26. The Company will seek to extend credit facilities to the Customer. However, in the event that Company is unable to
extend credit facilities or has to withdraw credit facilities, the Company may at its sole discretion require at any time by
invoice that all or part of the price shall be paid in advance or on account and sums so invoiced shall be immediately
payable, any balance remaining payable as otherwise provided herein.
27. None of the Company’s employees is authorised to make any statement or warranty or representations as to the goods or
services supplied other than in writing. The Company shall therefore be under no liability whatsoever nor shall the
Customer be entitled to any remedy by reason of the Misrepresentation Act 1967 except to the extent (if any) that the
Court may allow reliance on it as being fair and reasonable.
DELIVERY AND TIME FOR COMPLETION
28. The Company will use all reasonable endeavours to ensure that the Works are completed within the time (if any) stated in
the Quotation or as agreed with the Customer provided that time of delivery of the Goods or performance of the Services
shall not be of the essence of this agreement.
RISK AND RESERVATIONS OF TITLE
29. Upon delivery, all risk of loss or damage to the goods shall pass to the Customer.
30. The property in the goods shall remain vested in the Company until the Customer has paid for the Works in full. If the
Customer defaults in respect of any obligations to make payment under the contract, the Company may enter the site and
repossess and remove the materials until such time as all sums due have been paid in full, even if the materials have been
installed, connected or incorporated in the Works in which case the Company may un-install, disconnect and remove the
LIABILITY FOR DEFECTS
31. The Company warrants for a period of one year from the date of installation that the goods will be free of defects in
material and workmanship. During the said period, the Company’s sole obligation shall be to repair or replace (at its own
option) any goods, which are disclosed to the Company’s reasonable satisfaction to be so defective. Replacement parts
supplied for the goods or repairs made to the goods during the original warranty period for such goods shall be warranted
for an additional period of 3 months after the Customer’s receipt of such replacement parts or repaired goods as the case
may be, or until expiry of the original warranty period whichever is the longer period. This warranty will be invalidated if
goods or parts are supplied by any other person other than the Company or a duly accredited operative or if the goods or
parts are misused or neglected by the Customer or used other than in their ordinary commercial or industrial usage or if
the goods are damaged due to vandalism.
32. The Customer will have the option of extending the warranty period by entering into an annual maintenance contract for
the goods supplied.
33. The Company shall not in any circumstances be liable to the Customer for any loss of profits, business contracts, revenues
or anticipated savings or for any special indirect or consequential damage of whatsoever nature suffered by the Customer
in connection with the installation, use, functioning or state of the goods or in connection with anything done or omitted
to be done by the Company, its servants or agents, including any breach by the Company of any fundamental term of any
order, save that nothing contained in this sub-clause shall exclude any liability arising from the negligence of the Company
causing death or personal injury.
34. The Company’s liability for death or personal injury to any individual caused by negligence of the Company or its
subcontractors or agents is not limited. Without prejudice to the above, the maximum liability of the Company for all
other events shall not exceed the contract price
35. Both the Company and the Customer will arrange and keep in force insurance sufficient to cover their respective risks and
liabilities in respect of all damage and injuries to property and persons on site from the commencement of the Works. If
required, the Company will provide evidence of the existence and terms of such insurance.
36. If the Customer becomes insolvent or in the Company’s reasonable opinion is likely to go into bankruptcy, receivership,
administration or liquidation, the Company may forthwith, on written notice to the Customer, terminate the contract
without incurring liability to the Customer. Without prejudice to the Company’s rights which may have accrued up to the
date of termination, the Company shall be entitled to receive payment on a quantum merit basis in respect of work
completed or in progress at the date of termination.
37. If the Company becomes insolvent or goes into bankruptcy, receivership, administration or liquidation, then the Customer
may terminate the contract.
38. Both the Company and the Customer shall be released from their respective obligations in the event of ongoing national
emergency, civil commotion, war, strikes, lock outs, fire, explosion, earthquake, Acts of God, flood, drought, bad weather,
prohibitive governmental regulations or any similar cause beyond the Customer’s or the Company’s reasonable control
that render the performance of any order impossible. This provision shall not relieve the Customer of its obligation to pay
for all goods delivered pursuant to any order.
39. The ownership of all patents, trademarks, service marks, registered designs, applications for any of the foregoing,
copyright, design right, know-how, confidential information, trade business names and other similar protected rights in
any country (“the Intellectual Property Rights”) in the goods and all works, products, materials developed, written or
prepared by the Company in relation to the goods including, without limitation, any and all computer programmes,
drawing, designs, data, diagrams, charts, reports, specifications, studies and inventions and all drafts thereof and working
papers relating thereto shall vest in the Company or the relevant company in the Aluminum Eco Solutions group of companies and the
Customer agrees not to do or permit any third party to do any act which is inconsistent with or may prejudice the
ownership by the Company or the relevant company in the Aluminium Eco Solutions group of companies of the Intellectual Property Rights.
40. In the event that the Company uses any material that is supplied by the Customer, the Customer shall indemnify the
Company against any claims that such material infringes the copyright design right trademark patent or other intellectual
property rights of whatever nature of others.
41. The Contract is between the Company and the Customer as principals and is not assignable without the Company’s
consent (which shall not be unreasonably withheld), provided that the Customer may assign the warranty to a third party
on notice to the Company, where all payments due by the Customer to the Company have been made in full.
42. The Company and the Customer will in the first instance try to resolve any disputes in an amicable manner with the
involvement of senior management as required. In the event that resolution of any dispute is not possible between the
two parties, the Company and Customer agree that either party may refer a dispute to adjudication. The decision of the
adjudicator shall be binding on the parties until the dispute is finally resolved. Each party shall bear its own costs in
relation to the adjudication and the adjudicator’s costs will be shared equally.
43. The contract shall be governed by and construed in all respects in accordance with English law and the Customer hereby
submits for all purposes of and in connection with the contract to the exclusive jurisdiction of the English Courts.
44. Any notice required to be given hereunder shall be sent to the address of the recipient given on the order. A notice shall
be deemed to have been served if by hand when delivered, if by facsimile, when sent and if by first class post 48 hours
after posting. The Customer may also serve notice on the Company by e-mail at [email protected] . In this case, notices
shall be deemed to have been served on receipt by the Customer of an acknowledgement of receipt by the Company.
Each of the Clauses and sub-clauses of these conditions shall be construed as separate