1. DEFINITIONS –In these conditions, the “Company” shall mean Axess 2 Ltd. The “Purchaser” shall mean the Company or person(s) that places an order with the Company or otherwise agrees to buy Goods from the Company. The “Goods” shall mean all or any of the Goods which from time to time the Company offers for sale and which form the subject matter of the Contract. The “Contract” shall mean the Contract on these Terms and Conditions of Sale for the sale of the Goods by the Company to the Purchaser.
2.VALIDITY –Unless previously withdrawn, the Tender is open for acceptance within the period stated, or within 60 days after its date where no period is stated.
3.GENERAL –Terms or conditions of the company also form the contract, are not to be varied or annulled, unless certain items are expressly agreed in writing by the Company.
4.SPECIFICATION –Any/all specifications, drawings and particulars submitted in this quotation together with the Tender are approximate and the descriptions and illustrations contained in the Company’s quotation and advertisement matter are only intended as a general description of the Goods proposed therein, and shall not form part of the Contract, only as built drawings from the Company will form the agreed Goods supplied that will previously been approved by the Purchaser.
5.DELIVERY OF GOODS TO SITE – A clean dry storage area must be made available for the duration of the goods being on site, any parts taken or moved without consent of the Company, that are then damaged or lost from any designated storage area will be charged to the Purchaser, and will cause delay to any agreed dates.
6.DELIVERY AND COMPLETION –Estimated times for delivery and completion shall not run from the date of receipt of written order and only from the receipt of drawing approvals that will be issued by the Company for the Purchaser to approve, and any other licenses, permits and approvals as may be necessary to allow the work to proceed. The Company will Endeavour to meet all required delivery dates but failure to do so will not entitle the Purchaser to claim damages from the Company in respect thereof nor rescind the contract. If, due to circumstances beyond the control of the Company, the Purchaser cannot accept delivery of the Goods upon the agreed delivery date activated by the signing of drawings, or is otherwise unable to grant access to the Company to the site, the Company reserves the right to recover any cost incurred and invoice the outstanding amount for the materials with immediate payment and deliver them to your storage facility. We will hold the goods with a vesting certificate on your behalf providing full payment is received for a maximum of 2 weeks, after this period a charge of £450 per week will be levied.
7.OVERTIME –Unless specifically mentioned to the contrary, in writing, the Tender is based on the assumption that all work shall be carried out in the normal working hours of the Company, and only if agreed, any overtime worked shall be added to the costs as an equal amount to the appropriate costs, overhead charges and profit.
8.PASSING OF RISK –The Goods or any part thereof shall be at the sole risk of the Purchaser from the time that they are delivered, in accordance with the terms of the Contract, whether or not accepted by the Purchaser. Where the Purchaser is unable to accept delivery of all or any part of the Goods, the said risk shall pass to the Purchaser on the notification that the Goods are delivered to the designated site. Once the risk has been passed to the Purchaser as aforesaid notwithstanding any other provisions herein such risk shall be incapable of being passed back to the Company.
9.PATENTS –The Purchaser warrants that any design or instruction furnished or given by it shall not be such as to cause the Company to infringe any letter patent, registered design or trademark in the execution of its order.
10.GENERAL LIABILITY –Save in respect of death or personal injury caused by the negligence of the Company it shall not, either before or after handling over the Goods to the Purchaser, be liable for any loss and/or damage caused by or arising from the use of any Goods otherwise than in accordance with instructions given by the Company from time to time as to its operation and maintenance, and shall not, in any event, be liable for any loss arising out of any cause beyond its reasonable control. The Purchaser shall not use or permit to be used the whole or any part of the Goods supplied under this contract before they have been completed, installed, tested and handed over. If such Goods or any part of them are so used the Purchaser shall indemnify the Company against any liability that should be incurred by the Company to any person whether arising directly or indirectly from such use. Notwithstanding any other provision of the Contract, the Company shall not be liable to the Purchaser by way of indemnity or by reason of any breach of contract or of statutory duty by reason of tort (including but not limited to negligence) for nay loss of profit or income or for any indirect or consequential damage whatsoever may be suffered by the Purchaser.
11.INSTALLATION –Any extra costs incurred, due to suspension of work as a result of instructions received from the Purchaser, the lack of such instructions, interruptions, delays, overtime, unusual working hours, and additional work or variations or work for which the Company is not responsible or mistakes or any other causes outside the Company’s control, shall be added to the Contract price and be paid by the Purchaser. Any such charges shall be based upon the Company’s normal rates and shall include outworking and lodging allowances where appropriate. The price stated in the Tender is based on the payment of nationally agreed rates for outworking allowances and lodgings. If suitable lodgings are not available at these rates due to circumstances beyond the Company’s control the difference in cost including any extra fares incurred shall be added to the Contract price and paid by the Purchaser.
12.AXESS 2 LTD PAYMENT TERMS – Unless prior agreed variations agreed in writing from the Company(i) The customer shall pay 30% of the price by way of a nonrefundable deposit at the time of placing of the Customer’s order; 65% materials 2 weeks prior to delivery to site, 5% after the Company completion and prior to handover to Customer. (ii) Interest on overdue accounts shall be paid at the rate of 2% above Handelsbanken base rate, accruing daily. If the Customer shall fail to pay promptly, he shall lose the benefit of any previously agreed discount. (iii) In spite of delivery of the Goods, ownership of the Goods delivered by the Company shall only be transferred to the Customer when the Customer has met all that is owing to the Company on whatever grounds. (iv) The Customer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted.
In the case of a Contract for more than one item which is not preceded simultaneously, the terms of payment set out shall apply as though there were a separate Contract in respect of each item. Should the Purchaser not accept the Goods when they are ready for dispatch or delivery on the agreed time activated, from sign off of drawings (given in weeks within this quotation), payment will become due as if delivery were made and the lift will be stored at the purchaser expense at a rate of £420.00/week after a 4 week free of charge period. All Goods supplied shall remain the property of the Company until full payment of the Contract price and, in the event of the Purchaser failing to make payment, without prejudice to any other remedy in equity or at common law, the Company shall be entitled to enter the premises where such Goods are held and remove the same, whether installed or not. The Purchaser shall not in any way dispose of Goods supplied by the Company in respect of which payment has not been received in full. Notwithstanding any other provisions of the Contract the Company may at its discretion require payment with order or against pro-forma invoices.
13.PRICE VARIATION –All quotations are based on materials and wage rates at the date of Tender and shall be subject to change in accordance with the Formula and Indices for Contract Price Adjustment (current addition) compiled by the Lift and Escalator Industry Association. The proportionate variation in such index between Tender date and dispatch date shall be applied as an increase in the Tender price. Alternatively, if the Tender so states, firm prices are quoted on the understanding that completion within the period specified is not prevented by act or omission of the Purchaser, otherwise price variation as aforesaid shall be applied in respect of over-run period. All prices will be subject to variation in respect of any additional costs arising by virtue of any statute, regulations or orders issued by any Government Department or other duly constituted authority.
Any price adjustment or charge variation referred to above may be invoiced immediately once the amount thereof has been ascertained and be payable forthwith. The provisions of clause 10 above in respect of interest payable on overdue accounts shall be applied to any payments due under this clause should they become overdue. The Tender price, where appropriate, allows for the cost of importing materials based upon the rate of exchange, tax or duty, landing charges, dock duties, demurrage, post premiums and customs duties prevailing at the date of tender. In the event of any adjustment in such rates or costs the Company reserves the right to make an adjustment to the price.
14.PREVENTION OR FRUSTRATION -If the Contract becomes impossible of performance or otherwise frustrated, the Purchaser will be liable to pay the Company all costs, expenses, overheads and any loss of profit which the Company, its suppliers or sub-contractors have incurred, or for which there is liability under the Contract at the time of impossibility of performance or frustration. Any pre-payments which may have been made to the Company under this Contract shall be applied towards satisfaction of such sum as may become due to it under the foregoing provisions and the excess (if any) of such pre-payments will be refunded.
15.DETERMINATION -The Company shall be entitled to determine its employment under the Contract in circumstances where: The Purchaser is in material or continuing breach of any of its obligations under the Contract and fails to remedy such breach within 10 days of receipt of written notification from the Company of such breach, and The Purchaser makes a voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation or an encumbrance takes possession of, or a receiver or manager is appointed over, all or any property or assets of the Purchaser or the Purchaser ceases to carry on ·business or the Purchaser generally becomes unable to pay its debts within the meaning of section 123 Insolvency Act 1986.
16.MAINTENANCE AND WARRANTY -The Company guarantees the material and workmanship for a period of one year from the date of practical completion of the lift equipment by the Company for a period of one year after the completion of the installation, subject to the terms and conditions mentioned in the clause, excluding vandalism or mis-use of the Goods. Callouts within the first 12 month period are included within normal working hours Monday – Friday 8am – 5pm and excluding all public holidays and statutatory Easter and Christmas holidays of the company unless any fault is caused by vandalism or mis-use. Out of hours callouts are not covered under this agreement and are chargeable at a rate of £300 per callout.
Axess 2 Limited offer several forms of maintenance service under contract designed to suit the needs of the equipment, its usage pattern and the client’s building requirements. For long-term reliability and to ensure the continuation of efficient performance, it is recommended that a maintenance agreement is undertaken with the company. The Company may extend the parts only warranty a further 3 years if a service contract is taken with the company according to our terms and conditions of a service agreement..
The liability of the Company under this clause shall constitute its sole liability (save in respect of death or personal injury caused by the negligence of the Company) whether in Contract, tort (including negligence) or otherwise in respect of any defects in the Goods and services supplied under the Contract and any warranties or conditions implied by law are hereby expressly excluded.
At the end of the guarantee period all further liability on the part of the Company ceases should the Customer chose to use an alternative service/maintenance provider.
17.LAW APPLICABLE -(i) This Contract is governed by, and shall be construed in accordance with, the laws of England. (ii) The Company and the Customer irrevocably agree that the Courts of England and shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes which may arise out of or in connection with this Contract and, for such purposes, the Company and the Customer each irrevocably submit to the jurisdiction of the Courts of England.
18.CANCELLATION -If the order is cancelled after the Company has accepted it, the Customer will become liable to the Company for a cancellation charge as well as the 30% non refundable deposit. That charge will be calculated so as to recover only the direct and indirect costs incurred by the Company in connection with the customers’ order setup to the time of the receipt of notification of the cancellation.
19.COLLATERAL WARRANTIES – Where a collateral warranty may be required the wording is to be agreed and in accordance with the LEIA recommended form for the lift industry.
20.COPYRIGHT – Software details are Axess 2’s own patented software material, and our own make up and design of the lift controller and drive system. Given the commercially sensitive nature of this information and to protect the Axess 2’s interest, we cannot grant a license to reproduce this information. This amendment must be included as a matter of company policy, we can confirm however that the system can be maintained and functionality amended by any trained person without special access to codes.
21. WORK INSTRUCTIONS – Within the as built drawings supplied by the Company are final agreed finishes, specifications and colours that are full and final as agreed within the approval of drawings from the Purchaser, all other documentation regarding any finishing items, colours and specifications are null and void. Included in these drawings are written instructions for other trades to be arranged by the Purchaser that are required prior to installation and after installation.
22. CONTINUOUS IMPROVEMENT – We reserve the right to change, product descriptions, specifications including materials, dimensions and finishes, at any time without prior written or oral notice, due to ongoing product innovation, improvement and development.