Terms & Conditions

AWMS LTD
Standard Terms and Conditions of Sale

1 Interpretation
1.1 In each condition;

Seller means AWMS Ltd Units 31 & 32 Upper Mill St Industrial Est,
Airdrie, ML6 6JJ

Buyer means whom so ever (a company, firm, partnership, sole trader, or individual) accepts a quotation from the Seller for the sale of Goods (either manufactured by the Seller or sold by the Seller on behalf of the manufacturer of the Goods) or whose order for the Goods or services is accepted by the Seller

Conditions matters set out hereinafter.

Contract means any agreement for the supply of Goods or services which the Seller is to provide in accordance with these conditions

Services ancillary services either directly or indirectly related to the supply of Goods by the Seller whether being ancillary thereto or not, including (but without limitation) training, maintenance, provision of spare parts and all services of a like nature.

Goods are defined as woodworking and ancillary machinery including spare parts for such machinery,tooling, consumables, service of such machinery and training in connection with the use of such machinery.

2. Whole Agreement
2.1 These terms shall govern all dealings between the Seller and the Buyer to the exclusion of all other terms written or oral and these terms shall be deemed to be incorporated within the Seller’s quotation or supply of goods or services
2.2 For the avoidance of doubt any terms of trading endorsed by the Buyer on its confirmation of order documentation will not apply to any transaction involving the Seller unless the Seller consents in writing to such terms and conditions being incorporated.

3. Basis of Sale
3.1 The Seller shall sell and the Buyer shall purchase the Goods or services in accordance with the written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller subject to these conditions and the quotation.
3.2 For the avoidance of doubt no variation to these terms and conditions shall apply unless the same is in writing and signed by the Seller and Buyer.
3.3 No catalogue description or oral representation shall be incorporated into the terms and conditions of the Contract unless the same is specifically referred to in the quotation document
3.4 The Buyer shall be required upon placing of the contract to pay to the seller a sum
equivalent to 20% of the contract value which the Buyer accepts is “non-refundable” in the event that the contract is cancelled.

4. Order and Specification
4.1 No order shall be deemed to be accepted by the Seller unless and until such order has been confirmed in writing by the Seller and the Buyer shall assume responsibility for the accuracy of such confirmation.
4.2 The quotation specification and the description of the Goods shall be as set out in the Seller’s quotation save as is varied in writing (if any) and signed by or on behalf of the Seller and by or on behalf of the Buyer.
4.3 Please note that the customer will be required to pay a non-refundable deposit on placing the order in the sum of 20% of the total order value (including VAT), and that in the event of cancellation such sum will not be refunded.

5. Price
5.1 The price of the Goods shall be the Seller’s quoted price or where a quoted price is no longer valid the price published in the Seller’s price list correct at the date of the order being accepted.
5.2 The Seller reserves the right upon giving 7 days notice to the Buyer such notice being given in writing to increase the price of Goods to reflect any increase in costs to the Seller which is due to any factor beyond the control of the Seller including (by way of example and not limitation) additional transport costs, currency fluctuations adversely affecting the Seller and/or additional labour costs. Time shall not be of the essence.
5.3 Where prices are quoted in pounds sterling calculated to a specific exchange rate the Seller reserves the right to make an adjustment between the quoted and the actual exchange rate if the same moves against the Seller at the time when payment is received by the Seller. Any difference is to be due as a debt from the Buyer to the Seller payable on demand.
5.4 The price of the Goods includes delivery to the Buyer’s specific location and if
incorporated within the quotation installation and training (but not otherwise). The price does not include VAT which will be paid by the Buyer at the appropriate rate.
5.5 All costs of pallets and containers will be charged by the Seller as an “additional cost” if the same are not returned by the Buyer to the Seller within 14 days of the date of delivery. Such items must be returned in good condition.
5.6 The exchange rate will be calculated it time of order and any subsequent payments will be made at the same exchange rate

6. Payment
6.1 Payment is due for the price of the Goods (less any agreed discount) without any deduction either by the date when the Goods or services are first delivered or by the date specified in the Seller’s invoice whichever shall be first. In the absence of any date payment is due 30 days from the date of dispatch of the invoice from the Seller to the Buyer.
6.2 Time of payment is of the essence of the Contract and the Seller shall be entitled to recover the price of the Goods or services (without deduction or set off) notwithstanding the fact that the ownership of the Goods has not passed to the Buyer.
6.3 If the Buyer fails to make the payment on the due date then without prejudice to any other remedy the Seller may be entitled to cancel the Contract or suspend any further deliveries to the Buyer and/or charge interest at the rate of 3% above Lloyds Bank base rate from time to time enforced upon the balance then outstanding recoverable as a debt due on the demand from the Buyer.
6.4 The Buyer shall be required upon placing of the contract to pay the seller a sum equivalent to 20% of the contract value which the buyer accepts is “non-refundable” in the event that the contract is cancelled.

7. Delivery and Acceptance
7.1 Delivery and/or collection of the Goods does not prove evidence of title thereto being transferred from the Seller to Buyer. The parties agree that the transfer of title will not occur until the Seller has received payment in full (in cleared funds) and until that time the Buyer will identify the Goods as belonging to the Seller and will treat the same in a proper manner in accordance with good business practice (including insurance) and pay to the Seller any insurance money that arises in the case of the said Goods being damaged.
7.2 Delivery of Goods or services shall be made by the Seller delivering them to such place as has been agreed in writing with the Buyer unless the Buyer has agreed to collect the Goods from the Seller’s premises.
7.3 If the Seller fails to deliver to the Buyer the Goods for any reason other than a cause
beyond the Seller’s reasonable control or due to the Buyer’s fault and the Seller is liable to the Buyer, then the Seller’s liability shall be limited to the excess of the Buyer’s cost of replacing the Goods in the cheapest market available by acquiring similar Goods to replace those not delivered over the price of the Goods.
7.4 If the Buyer fails to take delivery of the Goods then without prejudice to any other right for remedy available to the Seller, the Seller may:
7.4.1 Store the Goods until delivery and charge the Buyer for the reasonable costs
(including insurance) of storage and any transport costs, resale costs (including any
loss sustained in connection therewith) and it is agreed that all such sums shall be
recoverable from the Buyer as a debt payable on demand.
7.4.2 Sell the Goods at the best price obtainable and (after deducting all reasonable
storage and selling expenses) retain any profit/recover any shortfall in connection
with the price under the Contract. For the avoidance of doubt this will include the
Sellers forfeiting any deposit in full in addition to the Seller’s ability to recover
monies as detailed above.
7.5 The Buyer will be deemed to have accepted the Goods on delivery unless the Buyer
notifies the Seller to the contrary within 7 days in writing after delivery. The Goods will at the Buyer’s request (but subject to any additional charges arising) be made available for inspection and demonstration before delivery at the Seller’s premises prior to dispatch. Payment in connection with the said demonstration must be made to the Seller by the Buyer in cleared funds at or before the time of such inspection/demonstration.

8. Risk and Property
8.1 In the case of Goods delivered to the Buyer the risk of damage or loss will pass to the Buyer when the delivery vehicle arrives at the delivery address, at the moment of daylight between the delivery vehicle and the underside of the Goods. In the case of Goods collected by the Buyer the risk will pass at the moment the Goods are lowered into the vehicle collecting the Goods on behalf of the Buyer. Unless agreed to the contrary in writing Goods will not be released from the Seller’s premises until the Buyer has made payment in full of any balance of the purchase price.
8.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions the title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other monies due for Goods and services agreed to be sold by the Seller to the Buyer for which payment is then due (including spares and servicing).
8.3 Until such time as the property of the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from other Goods of the Buyer (if appropriate) and such Goods shall be identified to any third parties as Goods belonging to the Seller. At all times the Buyer will keep such Goods protected and insured in the manner of a prudent businessman.
8.4 Until such time as the property in the Goods passes to the Buyer (and for the purposes of this agreement the Buyer has no authority to resell the Goods) the Seller shall be entitled at any time after payment has become due to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer (for which the Buyer gives his permission) and repossess the Goods.

9. Warranties
9.1 Subject to hereinafter set out the Seller warrants that the Goods are fit for the purpose for which it was intended they be used and has been manufactured in accordance with the specification contained in the Seller’s quotation. The Seller further warrants that the Goods will be free from defects for the period specified in the quotation.
9.2 The above warranty is given by the Seller subject to the following conditions;
9.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising
from any drawing, design or specification supplied by the Buyer, notwithstanding
the Seller’s knowledge (if any) of the industry in which the Buyer works. This
exclusion shall apply to the extent permitted by law.
9.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions (which shall be
decided in the Seller’s sole discretion), failure to follow the Seller’s instructions
(Whether oral or in writing) misuse, alteration or unauthorised repair of the Goods
without the Seller’s approval during the warranty period.
9.2.3 The Seller shall be under no liability under the above warranty (or any other
warranty, condition or guarantee) if the total price for the Goods has not been paid
by the due date for payment.
9.2.4 The above warranty does not extend to parts, materials or equipment not
manufactured by the Seller in respect of which the Buyer shall only be entitled to
the benefit of any such warranty or guarantee as is given by the manufacturer
thereof to the Seller.
9.3 Subject as expressly provided under these conditions, and accept where Goods are sold to a person dealing as consumer (within the meanings of the Unfair Terms in Consumer Contracts Regulations 1994), all warranties, conditions or other terms implied by statute or common law are herby excluding to the fullest extent permitted by law.
9.4 Where the Goods are sold to a consumer (as defined above) the statutory rights of the Buyer are not affected by these conditions.
9.5 Where any valid claim is made in respect of the Goods that they are defective, the Seller shall be entitled to replace them free of charge, or to refund the price of those Goods to the Buyer at which point the Seller shall have no further liability to the Buyer.
9.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer for any consequential loss or damage whatsoever or howsoever arising.
9.7 The Seller shall be excused from liability if the performance of the Contract is prevented or hindered by any cause whatsoever beyond the Seller’s control and in particular but without prejudice to the generality of the foregoing by act of God, war (whether declared or not), Government control, restrictions or prohibitions by any Government act or mission whether local or national, fire, flood, subsidence, sabotage, acts of strike or lock-out, force majeure, rebellion, enemy action, civil war, riot, acts of sabotage or subversive activity or any other cause beyond the Seller’s control and the Seller shall not be liable for any loss or damage resulting from any such circumstances.

10. Insolvency of Buyer
10.1 This clause applies if:
10.1.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or
(being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or;
10.1.2 An encumbrance takes possession, or a receiver is appointed over any of the
property or assets of the Buyer or;
10.1.3 The Buyer ceases, or threatens to cease, to carry on business or;
10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

10.2 If this clause then applies without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, or any third party and of the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous credit agreement or arrangements to the contrary. In addition the provisions of clause 8.4 above shall come into effect immediately.

11. Nature of Relationship
11.1 Nothing in these terms and conditions is intended to nor shall create any partnership, joint venture or agency. The parties being with respect to one another independent contractors and no liability shall apply one to the other in so far as the Third Party Contract Rights Act is concerned.

12. Assignment
12.1 The Seller and the Buyer both agree that neither party shall be entitled to assign the whole or any part of this agreement without the consent of the other which consent shall not be unreasonably withheld.

13. Notices
13.1 Any notice or communication given under the terms and conditions contained herein shall be in writing and shall be left at or sent by first class post to the other party at its usual correspondence address and shall be deemed to have been served 48 hours after it is posted.

14. Invalidity
14.1 Illegality or unenforceability of any one of these terms and conditions shall not affect the enforceability of the balance of these terms and conditions.

15. Jurisdiction in Law
15.1 The construction, validity and performance of these terms and conditions shall be governed by all respects by Scottish Law and the Courts of Scotland.

16. BREXIT CLAUSE "Brexit" means the withdrawal of the United Kingdom from the European Union pursuant to Article 50 of the Treaty of Lisbon.
Brexit also includes the scenario of a "soft Brexit" in which the United Kingdom would, for instance, retain membership in the EU single market for goods and services but the withdrawal would still have one or several of the effects as set out below.
If we suffer (or will suffer) a delay and/or incur additional costs and/or our income/profit is reduced and/or we otherwise suffer adverse effects in connection with the agreement with the Customer (whether in respect of our rights, obligations, liabilities, costs or benefits or otherwise) as a result of and/or in connection with Brexit, we will be entitled to an adjustment of the contract price and/or an extension of time.
Our entitlement to an adjustment of the contract price and/or our extension of time due to Brexit includes, but is not limited to, the following:
- Export/import issues: imposed customs duties/tariffs, delays in customs clearance, necessary customs checks, personnel for import processing, customs brokers, non-tariff barriers; - Freedom of movement of people: increased labour costs and time extended application/license processes due to restrictions on the freedom of movement of people; - Tax: changes in tax rates or in the tax treatment of goods or services; - Changes in law: costs incurred with complying with a Brexit-related change in law. Our entitlement to an adjustment of the contract price and/or to an extension of time applies if Brexit has an impact on us and/or on our subcontractor.