AMH Workspace Ltd: Terms and Conditions of Business
DEFINITIONS AND INTERPRETATION
This document sets out the general terms and conditions (“the Contract Terms”) which will apply to all contracts for the sale and supply of goods and/or services by amh workspace ltd (“amh”, “we”, “us” “our”) to customers (“the Customer”, “you”, “your”). Your attention is drawn in particular to our payment terms detailed in clause 6 as well as clause 23 and 26 which limit amh’s liability. Any purported variation of the Contract Terms whether by endorsement or reference to any purchase order or other document will have no effect save as expressly provided in these Contract Terms or confirmed by a director of amh (“authorised person”) in writing.
1. Any contract between us and you will be made on the Contract Terms. If there is any inconsistency between these Contract Terms and terms in any form of contract (whether written or oral) whether sent by us to you, or communicated by any other means, these Contract Terms will prevail.
2. We reserve the right to withdraw or cancel any quotation without notice at any time before acceptance.
DELIVERY AND INSTALLATION
3. Although any delivery or completion date is quoted in good faith, amh gives no undertaking that goods will be delivered or services completed on that date and will not be liable for the consequences of any delay. In particular amh will not be liable to make good any damage or loss whether arising directly or indirectly out of any such delay. For example, delays may occur the event of strike, lock-out, fire, accident, adverse weather or other cause which is in the opinion of amh beyond its control, or if amh in its absolute discretion is unable to sanction credit for the Customer.
4. In the event of damage in transit or shortage of delivery no claim will be entertained unless the Customer gives amh written notification of such damage or shortage within 3 days of the date of delivery.
5. Unless within 3 days of delivery amh is notified in writing goods will be deemed to have been accepted by the Customer. Where services have been provided the Customer will be deemed to be satisfied with these, unless it notifies amh within 3 days of completion of the service (or part thereof where the services comprise more than one element).
6. On commencement of contract 30% of the quoted price will be invoiced and is payable on acceptance of order and work. An invoice for the remaining 70% of the contract sum will be raised and is payable on delivery. For contracts in excess of 4 weeks duration monthly stage payments will be required.
7. All sums payable to amh must be paid direct to amh and not to any other contractor unless shown in amh’s quotation.
8. amh reserves the right to charge interest and to claim compensation on invoices not paid within the agreed credit period, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended or replaced from time to time). In addition, all costs incurred by amh on the collection of overdue sums (including, but not limited to, collection agents’ fees) will be charged to and payable by the Customer.
PASSING OF RISK AND LEGAL TITLE
9. Risk in goods will pass to the Customer on the same being delivered to the Customer (or their nominated customer bailee or agent) and amh will have no responsibility for the safety of the goods thereafter. Delivery will be deemed to take place upon arrival at the Customer’s premises.
10. Notwithstanding delivery, amh will retain title to goods supplied by amh until the Customer has paid for the same in full. The Customer will hold the goods (whether by its servants, agents or sub-bailees or otherwise) as bailee and agent for amh pending payment in full for them.
11. In addition and notwithstanding delivery, amh will retain title to goods supplied by amh until the Customer has paid for all goods supplied by amh and any services supplied by amh in full. The Customer will hold the goods (whether by its servants, agents or sub-bailees or otherwise) as bailee and agent for amh pending payment in full for all such goods/services.
a. If the Customer sells, or otherwise disposes of goods supplied by amh to which it does not have title or receive any monies from any third party in respect of such goods, the Customer will strictly account to amh for the full proceeds thereof (or such monies as the Customer will receive) as amh’s bailee or agent and keep a separate account of all such proceeds or monies for such purpose.
b. The Customer will take all due care (or ensure that all due care is taken) and will store (or cause to be stored) separately and identifiable as amh’s property all goods to which the Customer does not yet have title and notify any agent or sub-bailee of amh’s said ownership.
c. The Customer will deliver up or have delivered up to amh and/or allow amh to repossess all goods to which the Customer does not yet have title upon demand, and after such delivery or repossession, amh is entitled to resell the same for its own account. For the purposes of such repossession, the Customer hereby grants an irrevocable right to amh through its servants or agents with vehicles or otherwise to enter at any reasonable hour upon all or any of the premises where the goods are kept.
d. amh’s rights hereunder and each of them will continue following the termination for any reason of any contract between amh and the Customer, and
e. The Customer is hereby expressly prohibited from entering into any obligation with any third party which may be inconsistent with or derogate from amh’s rights in respect of the goods in these Contract Terms.
EXCLUSION AND LIMITATION OF LIABILITY
13. All quotations are provided on the assumption that the Customer has taken all necessary steps to ensure that the work to which the quotations (and any specification) refers, is acceptable to the appropriate local authorities in England, Wales, Scotland or Northern Ireland and complies with their regulations and by-laws, particularly those relating to escape(s) in case of fire, ventilation, lighting etc.
14. The Customer will take all necessary steps to comply with the requirements of the relevant Building Control Act, and amh is not liable whatsoever in regard thereto.
15. Unless specified to the contrary, no provision is made in any quotation for value added tax, import duties, fees charged District Surveyors or Local Authorities, or for any other charges levied by or under the authority of H.M. Government, and quotations are subject to payment by the Customer for any such tax, duties, fees and/or charges.
16. Unless stated otherwise all quotations are based upon the cost of labour, prices of materials and transport current at the date of the quotation, and are subject to any fluctuations between the date of the quotation and the completion of the work/delivery of the relevant goods.
17. All work will be subject to re-measurement upon completion.
18. Quotations are based on assumed continuity of work in a logical sequence on a clear and level site and to an agreed programme during the hours we require with no restriction on working hours.
19. Unless otherwise stated quotations do not include provision for:-
a. attendance upon other trades (which will be carried out on a daywork basis at our current rates);
b. the provision of electric light and power (not less than 13 amp); this is to be supplied by the Customer in accordance with statutory requirements;
c. the provision of scaffolding;
d. the provision of adequate site heating during adverse weather conditions.
20. Whilst reasonable care will be taken to avoid damage to flooring and floor coverings, (including carpets where applicable), fixtures, fittings, walls, and/or ceilings, amh cannot accept any responsibility for damage or markings which may have been caused by amh’s employees or agents during the execution of the work unless the Customer has previously provided adequate protection against such damage.
21. It is a condition of quotations that buildings to receive a partition and/or ceiling installation must simulate as near as possible the conditions which will prevail after occupation. All external glazing and doors etc. must be installed and all internal finishes (e.g. plastering, screeding, flooring etc.) must be completed and thoroughly dried out before installation of the partitions and/or ceilings is commenced.
22. It is the Buyer’s responsibility to ensure that the strength of any floor is sufficient to bear the additional load of any installation supplied by us, and we regret that we cannot accept any responsibility for subsequent failures resulting in damage to or settlement of the floor.
23. Amh whether in contract or in tort to the Customer or his servants or Agents in any way arising from any act or omission in any way concerned with any services or goods supplied by amh to the Customer will be limited to the price quoted by amh for such services and/or goods. The Customer will indemnify amh against any liability to third parties in excess of that amount. amh may be able to agree to an increased limit of liability upon payment of an additional sum by the Customer; details are available upon request. Nothing in this clause or these Contract terms will limit amh’s liability in respect of death or personal injury caused by amh’s negligence.
24. Any sound reduction figures stated in our quotation or brochure may not apply to your building unless specifically confirmed by us in writing.
25. If any concealed services are damaged or disrupted on the site where our men are working, the reinstatement of those services and any damage caused by leakage or failure is the responsibility of the Customer.
26. Goods are not tested or sold as fit for any particular purpose and any term, warranty or condition express, implied or statutory to the contrary is excluded. Save as to title amh gives no warranty in relation to any goods supplied by it. Services provided by amh to the Customer will be performed using reasonable care and skill.
In no circumstances whatsoever will amh’s liability (in contract, tort or otherwise) to the Customer in relation to any services or goods supplied exceed the invoice price of the particular items concerned, provided that amh does not seek to restrict or exclude liability for death or personal injury caused by amh’s negligence.
27. Representations by manufacturers and others concerning goods are not made or adopted by us and we give no warranty or representation in relation to such matters.
28. amh will not be liable for consequences of any failure to fulfil any term of any transaction with the Customer if fulfilment has been delayed, hindered or prevented by circumstances beyond amh’s control, (which for the avoidance of doubt will include, but not be limited to, acts of God, terrorism, fire, accident, strike, lockout) nor will any such failure entitle the Customer to avoid or cancel the transaction. If by reason of any such circumstances amh is able to fulfil only part of its total commitments, amh will be entitled to allocate available supplies at its sole discretion, amongst its customers. If by reason of any circumstances set out above in this clause amh is of the opinion that supply and delivery of goods or services is rendered impracticable, amh will be at liberty to terminate the contract by written notice to the Customer whereupon the Customer will pay any sums due to amh for goods already delivered and/or services already supplied.
29. This clause applies if:
a. the Customer is in material breach of the Contract Terms and/or any contract and fails to remedy the same (whether or not capable of remedy) within 14 days of written notice given by amh; or
b. the Customer makes any voluntary arrangement with its creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
c. an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets or undertaking of the Customer; or
d. the Customer ceases, or threatens to cease, to carry on business or a substantial part of its business; or
e. If this clause applies then, without prejudice to any other right or remedy available to amh, amh will be entitled to cancel/terminate any contract or suspend any further deliveries/services under any contract without any liability to the Customer. If the goods have been delivered or services supplied but not paid for, the price will become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
LAW AND JURISDICTION
30. No waiver by amh of any breach of any contract by the Customer will be considered as a waiver of any subsequent breach of the same or any other provision. Failure by amh to exercise any rights under the Contract Terms or any time or indulgence granted by amh will not constitute a waiver or forfeiture of such rights.
31. It is hereby agreed that each phrase, sentence, paragraph and clause in these Contract Terms is severable from the others, despite the manner in which they may be linked together or grouped grammatically. If any phrase, sentence, paragraph or clause is found to be defective or unenforceable for any reason whatsoever the remaining phrases, sentences, paragraphs or clauses, as the case may be, will be of full force and effect and continue to be of full force and effect.
32. Any notice required or permitted to be given by either us or you under these Contract Terms will be in writing addressed to the other at its registered office, or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
33. No person other than the Customer and amh may enforce these Contract Terms under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available other than under that Act.
34. These Contract Terms together with any contract with the Customer constitute a complete statement of all terms and conditions which will apply to goods and services supplied by amh and replace all previous written or oral terms and conditions. These Contract Terms may be amended by amh from time to time by sending amended or new Contract Terms to the Customer which will apply to all orders placed after the Customer is deemed to have received the amended Contract Terms (which for these purposes will be deemed to be two days after the date that they are posted to the Customer).
35. These Contract Terms shall be construed and have effect in all respects with the Laws of England. amh and the Customer Irrevocably submit to the exclusive jurisdiction of the Courts of England subject to amh’s right to take enforcement action in any court of competent jurisdiction.