Please read the following Terms and Conditions carefully as they govern:
(1) Your use of this Site (WEBSITE TERMS); and
(2) The conditions on which goods or services available through the Site are sold or supplied to you (CONDITIONS OF BUSINESS).
Goods or services ordered other than through this Site are governed by other Terms and Conditions which can be found here.
(1) WEBSITE TERMS
BACKGROUND:
This agreement applies as between you, the User of this Website and Astra Supplies Ltd, the owner(s) of this Website. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.
1. GENERAL
1.1 In these Conditions:
“We/Us/Our” referred to in the following conditions means Astra Supplies Ltd or any subsidiary or associated company.
“You/Your” means the person, firm or company to whom a price list tender or quotation is addressed or whose order is accepted by us.
“Consumer” means a person, who is not a firm or company who buys goods or services from us outside a business.
“Conditions” means the standard terms and conditions of sale set out on the reverse of the Quotation as the same may be varied in accordance therewith and (unless the context otherwise requires) includes any special terms and conditions agreed in writing by us.
“Goods” means the materials or equipment that we agree to supply to you under these Conditions
“Services” means all works or design, repair or supervisory services and work of erection on site and any other act that we agree to supply to you under these Conditions.
“Order” means an Order by you for Goods and/or Services.
1.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time and includes any subordinate legislation for the time being in force made under it.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 A reference to one gender includes a reference to the other gender and words in the singular include the plural and visa versa.
1.5 Reference to persons includes bodies’ corporate and unincorporated associates and partnerships.
2. BASIS OF SALE
2.1 All quotations supplied by us and all Orders made by you following from any quotation or otherwise are accepted by us subject to these Conditions. These Conditions shall apply to all contracts for the sale of Goods or Services by us to you to the exclusion of all other terms and conditions unless expressly agreed by us in writing,
2.2 If you seek to rely on any statement or representation made by us, our employees or agents other than in documents enclosed with our price list, tender, quotation or acknowledgement of order then you must set out that statement or representation in a document to be attached to or endorsed on the order whereupon we may confirm, reject or clarify the point.2.3 Our sending of a Quotation does not constitute an offer and no contract shall come into existence between us unless you submit an Order and we acknowledge that Order in writing, or we deliver Goods (if earlier).We reserve the right to refuse to accept any offer so made.
2.4 Any typographical, clerical or other error or omission on the website or in any of our catalogues, advertisements, quotations, price lists, acceptances of offer, invoices or other document or information issued by us may be corrected without any liability on our part.
3. QUOTATIONS
3.1 We reserve the right to change and improve the design of some or all of the component parts included in any quotation we have provided and thereafter supply accordingly.
3.2 All attachments to quotations containing plans, layouts, drawings or illustations of our products are supplied by us on an ‘as is’ basis and we make no express or implied warranty as to the accuracy, completeness, or suitability for any particular purpose or for use under any specific conditions. We shall not be liable for loss or damage arising out of or in connection with any reliance on or use you make of any attachments.
4. PRICE AND PAYMENT
4.1 The price for Goods or Services is the price stated in the written acknowledgement of order, or such other price as the parties may agree in writing. All prices are quoted in pounds sterling and are exclusive of VAT.
4.2 We reserve the right to increase the quoted price after the date of quotation and up to the date of delivery. We will notify you of any price increase before payment is taken and give you the option of reconfirming the order at the correct price or cancelling it. If we are unable to contact you, your order will be cancelled. If your order is cancelled after payment is received, you will receive a full refund.
4.3 We reserve the right to charge an administration fee if you cancel or vary your order once it has been accepted and you shall ensure that the terms of your order and any applicable specification are complete and accurate.
4.4 The terms of payment will be as stated in the written acknowledgement of order that we will send to you and in default of any such terms being stated therein, all invoices shall be payable within 30 days of the date of receipt of the invoice . Time of payment of invoices is of the essence of all contracts and a condition of the same and no payment shall be deemed to have been received until we have received cleared funds.
4.5 If delivery is postponed at your request or owing to your default, then we may submit our invoice at any time after the Goods are ready for delivery or could have been ready in the ordinary course, but for your request or default.
4.6 You shall make all payments in full in the form of cash, or as otherwise agreed, and all sums are to be paid without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
4.7 In the event that you default in payment of any one invoice:-
4.7.1 All invoices rendered by us to you will become immediately due and payable notwithstanding any different payment terms that may have been otherwise agreed in relation to those other invoices.
4.7.2 You will be liable to pay interest on the amount of any outstanding invoice (including any deemed to have become due immediately) at the rate of 8% per annum above the base rate of Clydesdale Bank in force at the time when payment was due or deemed due both before and after judgment.
4.7.3 We reserve the right to suspend immediately all further deliveries on any unfulfilled contract between the parties or to terminate any such contract.
5. RISK AND TITLE
5.1 Risk of damage to, or loss of, the Goods shall pass to you at the time the Goods leave our premises if the Goods are collected from such premises, or, if we arrange the delivery of the Goods, at the time the Goods are delivered to you.
5.2 Subject to you paying in full for any Goods supplied under this or any prior contract being made, title in the Goods shall pass at the time that the Goods are delivered to you.
5.3 Until title in the Goods passes to you, you agree to hold them as bailee on our behalf and not mix them with any other goods) nor pledge or offer the Goods as security whilst ever they remain our property and you agree to permit our employees or agents to enter onto your premises to repossess the Goods whilst sums remain due.
6. DELIVERY AND DELAY
6.1 The Time for delivery and performance is given in good faith but is not of the essence of the contract, and is conditional upon receipt of the written acknowledgement of order, which we may accept on verbal acknowledgement at our sole discretion.
6.2 You must promptly notify us in writing of all necessary delivery instructions and in any event within seven days of notification that the Goods are ready for dispatch. 6.3 We may at our sole discretion postpone delivery at your request. Where delivery is postponed otherwise than due to our default you shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and we shall be entitled to invoice the Goods in accordance with these Conditions.
6.4 Dates quoted for delivery of orders by us refer to dates upon which the Goods are ready for delivery.
6.5 We are not responsible for delays outside our control. If delivery of the goods is delayed by an event outside our control then we will contact you as soon as possible to let you know and provide a best estimate of expected delivery based on the information available to us at the time. We will not be liable for delays caused by any event outside our control including but not limited to strike action, availability of raw materials, plant and machinery malfunction or road transport delays.
6.6 Delivery shall be made of all Goods to the nearest convenient unloading point to your works or appropriate site and you shall be responsible for notifying us of any restriction of access such as weight, width, height or loading hours for unloading vehicles or containers and transportation to the site of erection and we reserve the right to determine the relevant unloading point.
6.7 If deliveries are required over an extended period each consignment can at our discretion be considered as a separate transaction and invoiced separately.
6.8 Any packaging supplied by us unless otherwise expressly agreed is intended to provide adequate protection throughout normal conditions of transit of usual duration.
6.9 If you fail to take delivery of or to make payment in respect of any one or more installments of goods delivered hereunder, then, we shall be entitled to treat the whole contract as repudiated by you and recover such sums as may be due together with damages arising from such repudiation.
7. DAMAGE IN TRANSIT, NON-RECEIPT, RETURNED GOODS
7.1 You must examine all goods and materials on delivery. We are not liable for claims in respect of shortage or damage in transit unless we are notified in writing within three days of delivery or in the case of non-delivery written notice is given within fourteen days of the date of notice of delivery of the Goods, or completion of the works by us or our subcontractors on our invoice. In the absence of written notice the Goods will be deemed to have been received in the correct quantity and free of defects, which would have been apparent on inspection.
8. CANCELLATION BY YOU
8.1 Cancellation will only be permitted subject to you indemnifying us for any costs and expenses and loss of profits and any other loss or damage that we sustain up to the date of and arising out of cancellation. 8.2 In the event that you are entering into this contract as a Consumer the provisions of this condition shall apply and prevail over any other terms and conditions but:
8.2.1 your statutory rights as a Consumer shall not be affected by the restrictions and limitations set out in these Conditions; and
8.2.2 the restrictions and limitations contained in condition 12 shall not apply.
In the event that you are entering into this contract as a Consumer, you shall for a period of 7 days following delivery of the Goods, have the right to cancel the contract by sending written notice of cancellation to us.
8.3 In the event that you cancel the Contract under condition 8.2 above:
8.3.1 you shall be responsible for paying all reasonable costs and expenses incurred in the Goods being delivered and returned to us; and
8.3.2 we shall reimburse any sum paid by you within 30 days of the notice of cancellation being given, subject to us receiving the goods back unused and in undamaged condition within a reasonable time. If you do not return the goods delivered or do not pay the costs of delivery, we shall be entitled to deduct the direct costs of recovering the goods from the amount to be re-credited to you.
8.3.3 Made-to-order or customised goods are not returnable nor refundable in part or in full once the manufacturing process has begun. Where these orders can be cancelled a cancellation fee of 5% of the order value will be charged by us to cover our admin costs.
9. CANCELLATION BY US
9.1 If one of the events set out in condition 9.2 below arises, then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to us and if any Goods or Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9.2 The events referred to in condition 9.1 are as follows:
9.2.1 you make any voluntary arrangement with your creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.2.2 an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets; or
9.2.3 you cease, or threaten to cease, to carry on business.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 Copyright in respect of all drawings and other documents prepared by us shall vest in and remain our property.
10.2 In the case of Goods not manufactured by you, we give no assurance or guarantee whatsoever that the sale or use of the Goods will not infringe any third party intellectual property rights.
11. LIABILITY
11.1 Under no circumstances will we be liable for any consequential loss (including removal or rectification work required in connection with installation of repaired or substitute goods) loss of profits or damage to your property.
11.2 Without prejudice to Condition 12.1 our liability whether in respect of any one or aggregate of various claims (other than for death or personal injury due to our negligence) shall not exceed £5,000,000.
12. DISCLAIMER OF WARRANTIES
12 .1 We shall not be liable in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow our instruction (whether oral or in writing), misuse or alteration or repair of the Goods without our approval.
12.2 We shall not be liable under any warranty, condition or guarantee (if any) if the total price for the Goods has not been paid by the due date for payment.
12.3 We shall not be liable in respect of any defect in the Goods arising from any drawing, design or specification supplied by you.
12.4 Except in the case of death or personal injury caused by our negligence, we shall not be liable to you by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under these Conditions, for any special, indirect or consequential damage.
12.5 Subject as expressly provided in these Conditions, and except where the Goods are sold to you contracting as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.6 We shall not be liable for a situation of force majeure where any failure in the performance of any of our obligations is caused by factors outside our control. Such events of force majeure include, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
12.7 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence; or under section 2(3) of the Consumer Protection Act 1987; or for any matter which it would be illegal for us to exclude or attempt to exclude liability; or for fraud or fraudulent misrepresentation.
13. NOTICES
13.1 Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our contact address at Astra Supplies Ltd, 126 Godman Road, Grays, Essex, RM16 4TL and all notices from us to you will be displayed on our website from to time.
14. INVALIDITY
14.1 If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
15. THIRD PARTY RIGHTS
15.1 Except for our affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
16. LAW AND JURISDICTION
16.1 The contract shall be governed and construed in all respects in accordance with the Laws of England and shall be subject only to the jurisdiction of the English Courts.