In this document the following words shall have the following meanings:
1.1 “Agreement” Means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2 “Customer” means the organisation or person who purchased goods and services from the Supplier
1.3 “Intellectual Property Rights” means all registered and unregistered designs, patents, copyright, trademarks, know-how and all other forms of intellectual property wherever on the world enforceable.
1.4 “Supplier’’ means AIC Heating UK Ltd, Unit 16 Belleknowes Industrial Estate, Inverkeithing, Fife KY11 1HZ.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3.1 The price for supply of goods and services are set out in the AIC Heating UK Ltd price list which may be amended periodically without notice. The Supplier shall invoice the customer within 30 days of the despatch of goods or the performance of a service.
3.2 Invoices amounts shall be due and payable within 30 days from the end of month of issue. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due on a daily accrual until the date of payment at rate of 5% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
3.3 The Supplier reserves the right to impose a credit limit on the customer.
3.4 Credit limits and payment terms are set at the sole discretion of the Supplier. The Supplier reserves the right to reduce or remove both payment terms and credit limits at any time without notice. For new or delinquent payers the Supplier may insist on payment before delivery of goods or performance of services.
For the avoidance of doubt no description, specification or illustration contained in any product, pamphlet or other sales marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract. The description or specification can be changed at any point by the Supplier without prior notice.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay on the delivery of the Goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
Title in the Goods shall not pass to the Customer until the Supplier has been paid for in full for the Goods.
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1 Co-operate with the Supplier;
7.1.2 Provide the Supplier with any information reasonably required by the Supplier;
7.1.3 Obtain all necessary permissions and consents which may be required before the commencement of the services; and
7.1.4 Comply with such other requirements as may be set out in the Specification Document or Installation Manual or otherwise agreed in writing between all parties
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customers Failure to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Purchase order, the customer shall be required to pay the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for and set out in the Purchase order, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor for the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the customer as soon as possible and:
7.4.1 The Supplier shall have no liability in respect of any delay to the completion of any project;
7.4.2 If applicable, the timetable for the project will be modified accordingly;
8.1 The Supplier provides warranties for the goods and all their component parts, the warranty terms are supplied on separate documents which can be supplied upon request. The Supplier reserves the right to vary these warranty terms from time to time and without prior notice.
8.2 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality confirming to generally accepted industry standards and practices.
8.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
10.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence shall be limited to the price paid by the Customer to which the claim relates.
10.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits for any other indirect or consequential loss of damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
10.3 Nothing in these Terms and Conditions shall exclude or limit the Suppliers liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
The other party commits a material breach of this Agreement forthwith by notice on writing to the other if:
11.1 the other party commits a material breach of this Agreement and in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so.
11.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances:
11.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
11.4 the other party ceases to carry on its business or substantially the whole of its business; or
11.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, a manger, trustee or similar officer is appointed over any of its assets.
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire the act of omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or service, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extend of such events.
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the service being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitles to assign its rights or obligations or delegate its duties under this Agreement without prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement has been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement a be varied only by a document signed by both parties.
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
This Agreement shall be governed by and construed in accordance with the law of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.