Standard Conditions of Contract for Abbey Office Solutions Ltd
1. Applicability of Terms.
These are Abbey Office Solutions Ltd Standard Terms of Business which apply to all work that Abbey carries out, by instructing us to proceed you accept these terms which are subject to and comply with the Unfair Contract Terms 1977.
2. Charges and Payment.
Where no price has been agreed we will charge you a reasonable price depending upon the work or goods involved. We will charge Value Added Tax where appropriate. This may not be shown on the estimate. We will charge for all preliminary work, which is produced at your request. We may charge extra to cover additional work not included in the original Contract. If you require work very urgently after an estimate has been given, then we may charge extra for it. Payment for work is due 30 days after the date of the invoice. Overdue accounts will carry interest on the amount outstanding from the time to time at 8% above the current Bank of England Base Rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Unless we state otherwise carriage will be charged extra. Estimates are based on the current costs of production and are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs. Estimates are conditional upon a margin of 10% being allowed for over or shortages the same to be charged or deducted.
2.1 Abbey Office Solutions Ltd must be notified in writing of all invoice and payment disputes within 28 days of date of invoice, if no letter is forthcoming then full payment will be required.
3. Retention of Title.
Goods sold to you shall be at your risk from the time of delivery. Goods sold to you shall not pass to you until full payment. Until such payment we retain all rights of ownership in the goods including the right to repossess them at any time. Notwithstanding delivery, the property in the goods shall remain vested in the Seller until the Buyer has paid for them in full. In the period from the delivery of the goods down to such payment the Buyer holds the goods as a bailee for the Seller and undertakes to store the goods in such a way as they may be clearly identified as the property of the Seller. Should payment of an invoice become overdue, or should the Buyer become insolvent, go into liquidation, have a winding up order made against it, or to have an administrator or administrative receiver appointed over its assets, income or any part thereof, or enter into an arrangement with its creditors, all sums owed to the Seller shall become immediately due and payable and the Seller shall be entitled to recover and resell the goods, the property in which remains invested in it and may enter upon any of the Buyer’s premises at any time (using no more force than is reasonable) for that purpose, and shall have the right to search any of the Buyer’s premises for our goods.
4. Quality of Goods Supplied.
Goods supplied by us shall be of merchantable quality fit for their intended purpose in accordance with the Sale of Goods Act 1979. No further or other obligation is undertaken as to the description quality or fitness of goods supplied.
5. Quality of Work Done.
Except where otherwise agreed we promise to exercise reasonable care in carrying out your instructions and (in so far as instructed) in giving advice to you. Save as set out above we shall have no further or other obligation or liability in respect of the work carried out or in respect of any omission or default in relation thereto.
6. Time.
We always make every effort to deliver goods and to perform work within the time that is stated or requested but time is not of the essence.
7. Your Property.
Although we always aim to take reasonable care of you property we do not accept legal liability arising from any loss or damage to it. All your property is held at your risk.
8. General Limitation of Liability.
Except as expressly stated we cannot be expected to and do not undertake liability to you for losses which might be incurred through delay for performance or non-performance and further we do not insure against such loss. All liability for such losses is therefore excluded. Claims arising from damage delay or partial loss of goods in transit must be made in writing to the carrier and us so as to arrive within three days of delivery and claims for non-delivery within twenty-eight days of dispatch of the goods. All other claims must be made within ten days of delivery. We shall not be liable for interest or sub sequential loss or for any loss to you arising from third party claims whether arising out of the order or by delay in delivery.
9. Illegal Matter etc.
You warrant to us that your material does not contain anything which would infringe copyright or which is defamatory or obscene or the reproduction of which is in any way contrary to the law. We reserve the right in our sole discretion to refuse to deal with any such material. If we do produce any such material then you will indemnify us in respect of all claims costs and expenses arising from the production of it.
10. Insolvency.
If you cease to pay money due to us or if you have a Winding Up Petition issued against you or if you commit an act of bankruptcy or have a Bankruptcy Petition issued against you then without prejudice to any other remedies we have the right not to proceed further with the contract or any other work carried out (whether completed or not) and for all materials purchased for you; this is to be an immediate debt due from you to us. We shall also have a general lien on all goods and property in our possession whether worked on or not and we shall be entitled on the expiration of 14 days written notice to you to dispose of such goods and property in such manner and at such price as we think fit and to apply the proceeds toward such debts.
11. Force Majeure.
While we will make every effort to carry out this contract nevertheless if we cannot do so because of Act of God, war, strike, lock-out or other labour dispute, fire, flood, drought, legislation or other cause beyond our control then we shall not be liable to pay you damages.
12. Cancellation.
Should it become necessary for either of us to cancel an order after acceptance of our estimate then all costs incurred to date together with any consequent claims from our suppliers shall become payable by you.
13. Agents.
Abbey Office Solutions Ltd reserve the right to use sub-contractors where we think fit. The benefit of all exemption or limitation clauses in these conditions shall extend to all our employees agents or sub-contractors concerned with the performance of the work, who shall each be entitled to every defence, exemption or limitation of liability to which we are entitled under these conditions; for this purpose in contracting with you we contract as agent for and on behalf of all such employees, agents and sub-contractors as well as on our own behalf.
14. Storage of Goods.
We will keep any or all customer items for 3 months after completion. After 3 months we may sell or destroy the aforementioned goods to recoup our costs.
15.The English Law.
The proper Law governing the contract will be English law.