1. Interpretation

(i) In these conditions:
“Company” means any company in the Acheson & Glover Group of
companies;
“Customer” means the person or company who places an order for
the purchase of Goods from the Company;
“Goods” means any item of whatsoever nature, which the Customer
buys or has agreed to buy from the Company including where the
context so requires services provided by the Company;
“Contract” refers to any contract or subcontract for the supply,
delivery and fitting or erection of Goods which are sold by the
Company subject to these conditions. A quotation does not constitute
an offer to supply Goods. Cancellation of the Contract by the
Customer will only be accepted at the discretion of the Company;
(ii) No variation to these conditions shall be binding unless agreed in
writing by a Director of the Company;
(iii) Any typographical, clerical or other error or omission in any sales
literature, quotation, invoice or any other document issued by the
Company shall be subject to correction without any liability on the part
of the Company;
(iv) In certain circumstances these standard terms and conditions may be
supplemented by additional written terms and conditions in respect of
Goods or work of a specialist nature.

2. Samples,  Drawings,  Specifications

(i) Any sample or sales literature provided by the Company or any of its
agents or displayed on its website is intended only as an indication of
the quality, colour, size and finish of the product, and the Company
will not accept liability for any deviation in the Goods supplied arising
from factors outside its control;
(ii) The Company shall not be under any obligation to check or verify the
accuracy or adequacy of any plans or specifications supplied by the
Customer or his agent, and the Customer shall be liable for any loss
arising directly or indirectly from any error omission inaccuracy or fault
in such plans or specifications. Where Goods are manufactured based
on Customers designs and specifications, no guarantee is given or
implied as to the suitability for the purpose for which they are used.

3. Orders and Cancellations

(i) All Goods manufactured to order must be ordered by the Customer in
writing before production can commence and must be paid for in full
within normal credit terms irrespective of whether the Customer has
taken delivery;
(ii) No order which has been accepted by the Company shall be amended
or cancelled by the Customer except with the written agreement of the
Company. Failing such written agreement, the Customer shall be
responsible for the costs of any amendment and in the case of
cancellation shall be responsible for all costs damages expenses and
loss of profits incurred by the Company;
(iii) At the time of ordering the Customer will be advised of the required
lead time. The Company cannot guarantee that late additions to an
order can be accommodated in the same timeframe;
(iv) Goods sold ex stock are subject to availability at time of sale;
(v) The Company will not be liable to accept the return of any Goods
ordered by the Customer and delivered correctly and in good faith.

4. Prices and Quotations

(i) Unless otherwise stated, prices quoted are exclusive of VAT and based
on costs current at time of quotation and will remain effective for a
period of 90 days. The Company reserves the right to charge all
subsequent increases up to the date of delivery without notice;
(ii) Quotations are based upon production capacity being available and
upon mutual agreement of a programme of supply at the time of
order. Failure of the Customer to meet the obligations of this
programme may cause disruption and the Company reserves the right
to charge any additional costs arising therefrom;
(iii) Quoted prices for delivered Goods are based on full loads. The
Company reserves the right to make a charge for delays, part-load
deliveries, handling fee for Goods returned or waiting time at the place
of delivery arising from factors outside the Company’s control. Details
of such charges are available on request.

5. Delivery

(i) Goods will be delivered by the Company if specifically requested at
time of order or may be collected by the Customer;
(ii) Where Goods are to be delivered, the Customer must ensure adequate
access to the specified destination. The Company will take all
reasonable care in the delivery and unloading of Goods, but will not be
responsible for damage to roadways, pipes, sewers, manholes or
bridges caused by the combined weight of the delivery vehicle and its
load;
(iii) The delivery vehicle driver will have the final decision on the unloading
point having regard to Health and Safety regulations;
(iv) If requested certain Goods may be delivered on pallets. Pallets will
be chargeable and cannot be refunded;
(v) Any time or date stated for delivery is given and intended as an
estimate only and shall not be of the essence;
(vi) Signature of any delivery notes by any agent, employee, nominee or
representative of the Customer or by an independent carrier shall be
conclusive proof of delivery or collection. If the Company fails to
deliver the Goods, its entire liability shall be limited to the excess (if
any) over the price of the Goods, of the cost to the Customer of
purchasing similar Goods to replace those not delivered.
The Company reserves the right to make deliveries by installments
and tender an invoice in respect of each installment.
If the Customer fails to take or make arrangement to accept delivery
of the Goods or if delivery is delayed by the Customer or the
Company is unable to deliver because of inadequate access or
instructions or failure of the Customer to obtain necessary consents or
licences, delivery shall be deemed and the Company may:
(a) make additional charges for failed delivery
(b) allocate new delivery dates
(c) store the Goods at the Customer’s risk and cost
(d) invoice the Customer for the Goods
(e) terminate the Contract without liability on the Company’s part
(f) recover from the Customer all costs and losses incurred by the
Company;
(vii) The Customer shall inspect the Goods at the place and time of

delivery. If the Company delivers Goods to the Customer, no claim
for shortages or loss or damage to Goods in transit or failure of Goods
to conform to the Contract apparent on reasonable inspection will be
considered unless the Customer notifies the Company within 5 days of
delivery. If the Customer has not given notice, the Goods will be
deemed to have been delivered in the quantities shown on the
delivery documents and will be deemed to have been accepted by the
Customer and the Customer shall not be entitled to waive any rights
to reject the Goods.

6. Terms of Payment

(i) Unless agreed otherwise in writing, payment is due in full within 30
days of date of invoice;
(ii) The Company reserves the right to charge interest at the rate of 2%
per month on overdue accounts;
(iii) In the case of Goods manufactured to order or certain Contracts, the
Company may insist on a deposit prior to commencement of work, the
amount to be agreed in writing in advance;
(iv) If the Customer fails to pay any invoice or any sum due to the Company
under the Contract on the due date or the Customer’s credit limit is
withdrawn or exceeded, the Customer becomes insolvent or commits a
material breach of the Contract, all sums outstanding between the
Customer and the Company become immediately due and payable. The
Company shall be entitled to:
(a) require payments of cleared funds in advance of further deliveries;
(b) suspend or cancel any further deliveries of Goods without liability on
the Company’s part; (c) terminate this or any other Contract with the
Customer without liability on the Company’s part; and may in certain
cases pursue legal action for recovery of all amounts outstanding;
(v) Retention may only be withheld by the Customer where a written
Standard Form of Subcontract has been entered into by both parties;
(vi) The Customer shall not be entitled to withhold payment of any amount
payable under the Contract or any other amount due to the Company
by reason of any right to set off or counterclaim which the Customer
may have or allege to have for any reason whatsoever.

7. Risk and Property

(i) Risk of damage to or loss of the Goods shall pass to the Customer at
the time of delivery or collection;
(ii) Notwithstanding passing of risk in the Goods, the title in the Goods
shall not pass to the Customer until the Company has been paid in full
for the Goods;
(iii) Until title passes the Company agrees that the Customer may use or
agree to sell the Goods as principal in the normal course of the
Customer’s business subject to the entire proceeds of any sale
received in respect of the Goods being held in trust for the Company.
The Customer’s right to use or sell the Goods may be withdrawn by
the Company at any time and will automatically cease on the
Customer becoming insolvent;
(iv) The Company shall be entitled to recover the price of the Goods
including VAT notwithstanding that the title in the Goods has not
passed to the Customer;
(v) Until such times as title in the Goods passes from the Company, the
Customer shall upon request deliver up to the Company such of the
Goods as have not ceased to be in existence or resold. If the
Customer fails to do so, the Company may enter upon any premises
owned occupied or controlled by the Customer where the Goods are
situated and repossess the Goods;
(vi) The Customer shall not pledge or charge by way of security for any
indebtedness any of the Goods which are the property of the
Company. Without prejudice to the other rights of the Company, if the
Customer does so all sums whatever owing by the Customer to the
Company shall forthwith become due and payable.

8. Warranties and Liability

(i) Subject to the conditions set out below, the Company warrants that
the Goods will correspond with any specification provided of the Goods
and will be free from defects in material or workmanship;
(ii) The Company shall be under no liability under the above warranty:
(a) in respect of any defects arising from any drawing, design or
specification supplied by the Customer;
(b) if the defect would have been apparent on reasonable inspection;
(c) unless a defect is discovered within 90 days of the date of delivery
and the Company is given notice of the defect within 5 days of its
discovery;
(d) if the Customer fails to adhere to the terms of payment;
(e) unless the Company is given opportunity to inspect the Goods
before they are repaired or in any other way interfered with, except
this delay may cause a compromise of health and safety;
(f) if the Goods are damaged as a result of being used for a purpose
other than that for which they were intended for;
(g) if the defect results from fair wear and tear or negligence, misuse,
alteration or repair of the Goods.
Subject to the above, the Company may repair or replace defective
Goods or refund the price of the Goods at the pro rata Contract rate;
(iii) War, fire, tempest, strikes, accidents, breakdowns, or any other
circumstances beyond its control shall relieve the Company of all
liability for loss, damage, injury or delay arising in connection
therewith;
(iv) Liability for defective Goods or services shall be limited to the
replacement value of those Goods or services. No liability will be
accepted for any consequential loss.

9. Recommendations

(i) To ensure optimum performance of its products, the Company
provides advice and recommendations on construction or installation.
Refer to the Company website or its specialist literature.

10. General

(i) If any provision of these conditions is held by any competent authority
to be invalid or unenforceable in whole or in part the validity of the
other provisions of these conditions and the remainder of the
provisions in question shall not be affected thereby;
(ii) The Company will be entitled to assign subcontract or sub-let the
Contract or any part thereof. The Customer shall not assign or
transfer the Contract or any part thereof without the Consent of the
Company;
(iii) These conditions and the contract between the Company and the
Customer shall be governed by the laws of the country of delivery.