Terms and Conditions
If you are a consumer (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), we recognise that you may have additional rights under statute and confirm your statutory rights are not affected by these terms.
1. Definitions and Interpretations
1.1 In these terms "we" or "us" means the member company of A1 Tools & Fixings Ltd specified in the contract for the sale of goods and/or services to you; "you" means the person, firm or company who purchases the goods and/or services from us; and "our" and "your" shall be construed accordingly and "contract" means any order which has been accepted by us.
1.2 References to any statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted, and (iii) any provision which subsequently supersedes or re-enacts it.
2. Application of Terms
2.1 These terms apply to all sales of goods and/or services by us to the exclusion of all other terms (including any you purport to apply) unless expressly agreed in writing in advance by one of our Directors.
2.2 Each order or acceptance of a quotation by you shall be deemed an offer to buy goods and/or services subject to these terms. No order shall be deemed accepted until confirmed in writing or processed by us. Quotations may be withdrawn at any time.
2.3 You acknowledge reliance on no representation made on our behalf. Estimates, advice, and plans are given for guidance only, without liability, and you must ensure orders are correct.
2.4 Typographical or clerical errors in documents may be corrected without liability.
3. Description of Goods
3.1 Goods are as described in quotations or confirmations. Metric or imperial sizes may be supplied and charged accordingly.
3.2 Samples, drawings, and descriptions are for approximate guidance and do not form part of the contract.
3.3 Special tolerances apply only if agreed in writing.
4. Delivery of Goods
4.1 Delivery occurs at our premises unless otherwise agreed. Delivery takes place when goods are handed over or ready for unloading.
4.2 Delivery dates are estimates; we are not liable for delays.
4.3 If you fail to accept delivery, full payment becomes due immediately, and risk passes to you. Storage and other costs may be charged. Goods may be sold if not accepted within six months, with net proceeds held on trust.
4.4 Site delivery requires suitable road access. You are responsible for unloading unless otherwise agreed. Delays in unloading may incur extra charges. You are responsible for safeguarding delivered goods and indemnify us for related claims.
4.5 Shortages must be reported within two working days. Our liability is limited to rectification or refund.
4.6 We may deliver in instalments, treated as separate contracts.
4.7 Delivery queries must be made within twenty-eight days, or goods are deemed delivered.
4.8 We are not responsible for non-chargeable packaging or pallets.
4.9 Testing costs we deem necessary will be charged unless agreed otherwise. Delays in attending tests may result in them proceeding in your absence.
5. Risk and Ownership of Goods
5.1 Risk passes on delivery.
5.2 Ownership passes when full payment is received.
5.3 Until ownership passes, goods must be stored in good condition and identifiable as ours.
5.4 You may resell goods before ownership passes but must hold proceeds on trust for us.
5.5 Rights to possession terminate if notified or upon insolvency events. Goods must be returned at your cost and risk.
5.6 We may enter premises to inspect or recover goods.
5.7 If ownership is unclear, you are deemed to have sold goods in the invoiced order.
6. Provision of Services
6.1 You must provide site access for services.
6.2 Prices assume readiness and access to site. Price variations may apply if assumptions are incorrect.
6.3 You must ensure a safe environment and necessary consents.
6.4 You are responsible for insuring goods on site and protecting surroundings.
6.5 Service dates are estimates; we are not liable for delays.
6.6 We retain intellectual property rights for design services.
7. Price and Additional Charges
7.1 Prices are as applicable on delivery date unless agreed otherwise.
7.2 Prices exclude VAT.
7.3 Prices may be revised for cost increases.
7.4 Delivery costs may apply.
7.5 Charges may apply for special packaging. Returnable packaging will be credited if returned in good condition.
8. Payment and Interest
8.1 Credit accounts are due month-end following delivery. Defaults incur interest and costs.
8.2 Non-credit accounts are payable on order or delivery.
8.3 Payment terms are strict. Payments must be made in full without deductions.
8.4 We may allocate payments, charge interest at 4% above RBS base rate or as per Late Payment legislation, and charge recovery fees.
8.5 Credit accounts are discretionary and subject to review. Changes in your business must be notified.
9. Liability
9.1 Defective goods or services will be repaired, replaced, or refunded if:
- (a) Notified within seven days of delivery or discovery;
- (b) We can examine goods/services;
- (c) You cease use after notification;
- (d) Defects are not from misuse or negligence;
- (e) Defects are not caused by you or your agents.
9.2 We are not liable for removal or reinstallation costs.
9.3 Manufacturer guarantees are outside our liability unless stated otherwise.
9.4 Implied terms are excluded where law allows.
9.5 Liability is capped at contract price.
9.6 We are not liable for indirect or consequential losses.
9.7 Nothing limits liability for death, injury, fraud, or unlawful exclusions.
9.8 If goods are made to your designs, you indemnify us against IP claims.
10. Cancellations and Returns
10.1 Cancellations or returns are at our discretion and may incur fees.
10.2 Consumers under Distance Selling Regulations may cancel within seven days unless goods are made to order.
10.3 We may cancel contracts on non-payment or insolvency events.
11. Health and Safety
Information on goods' risks is available. You must ensure safe use and compliance with guidance.
12. Waste
You are responsible for waste disposal, complying with laws, and indemnifying us for breaches.
13. Force Majeure
We may defer or cancel supply due to uncontrollable events.
14. Export / Overseas Contracts
Risk passes when goods leave our premises. Shipping and compliance with regulations are your responsibility.
15. Compliance with Bribery Legislation
You must not engage in bribery. Breaches may lead to termination and indemnification.
16. General
16.1 Notices must be in writing.
16.2 Invalid terms are severable.
16.3 No waiver of rights.
16.4 No assignment without consent.
16.5 Third parties have no contract rights.
16.6 Contracts are governed by English or Scottish law as appropriate.
April 2014