Terms & Conditions
TERMS & CONDITIONS OF SALE
Acorn Thorn Ltd
5 Brearley Court, Baird Road, Waterwells Business Park, Quedgeley, Gloucester, GL2 2AF
Registered in England and Wales No. 03094490
1. Definitions and Application
1.1 In these conditions, “Company” means Acorn Thorn Ltd, “Purchaser” means the business purchasing goods or services from the Company, “Goods” means the products supplied by the Company, and “Contract” means the agreement between the Company and the Purchaser.
1.2 These conditions apply to all quotations, orders and contracts for the supply of Goods by the Company to business customers.
1.3 All quotations are issued and orders accepted exclusively on these conditions, to the exclusion of any terms contained in the Purchaser’s purchase orders, correspondence or other documentation.
1.4 Any additional or conflicting terms proposed by the Purchaser are expressly rejected unless specifically accepted in writing and signed by a director of the Company.
1.5 No variation of these conditions shall be effective unless agreed in writing and signed by a director of the Company.
1.6 Nothing in these conditions shall exclude or restrict any liability that cannot lawfully be excluded or restricted.
2. Quotations and Orders
2.1 Quotations are subject to availability, manufacturing capacity and confirmation of prices at the time of acceptance.
2.2 A quotation does not constitute a binding offer by the Company. The Purchaser’s order constitutes an offer to purchase the Goods, which the Company may accept or reject.
2.3 A Contract is formed when the Company issues written acceptance of the order or otherwise expressly accepts the order.
2.4 The Purchaser is responsible for ensuring that all product specifications, quantities, dimensions, finishes, delivery details and other requirements are correct before placing an order.
2.5 The Company reserves the right to decline orders where product availability, specifications, commercial terms or other circumstances prevent fulfilment.
3. Product Descriptions and Specifications
3.1 Product descriptions, drawings, photographs, dimensions, weights and specifications are provided in good faith. Unless expressly agreed otherwise, dimensions and other particulars are subject to reasonable manufacturing tolerances.
3.2 The Company may make minor changes to products where these do not materially affect their intended function or agreed specification.
3.3 The Purchaser is responsible for confirming that the Goods are suitable for their intended application, installation environment and project requirements.
3.4 Where particular standards, approvals, certifications, performance requirements or compliance obligations are required, these must be specified by the Purchaser and expressly agreed by the Company before the order is accepted.
3.5 The Company shall not be responsible for incorrect product selection, unsuitable applications or installation arrangements outside its agreed scope of supply.
4. Prices and Payment
4.1 Unless otherwise stated, prices are exclusive of VAT, carriage and any applicable additional charges.
4.2 The Company reserves the right to amend quotations before acceptance to reflect changes in manufacturing, materials, transport, duties, taxation or other relevant costs.
4.3 Where an accepted order is subsequently varied at the Purchaser’s request, the Company may charge the reasonable additional costs arising from the variation.
4.4 Unless otherwise agreed in writing, payment is due on the last business day of the month following delivery.
4.5 The Company reserves the right to require payment in advance, particularly for new accounts, special manufacture or bespoke Goods.
4.6 Overdue payments may attract interest at 3% per annum above the National Westminster Bank base rate, without prejudice to any applicable statutory rights.
4.7 The Purchaser shall not deduct or set off disputed amounts against invoices except where permitted by law or expressly agreed in writing by a director of the Company.
4.8 The Company may suspend further deliveries or orders where payment is overdue.
5. Delivery Dates and Arrangements
5.1 All delivery dates, manufacturing lead times and estimated arrival dates are provided in good faith and are estimates only, unless a guaranteed delivery commitment has been expressly agreed in writing by a director of the Company.
5.2 The Company will make reasonable efforts to deliver on an arranged date. However, delivery arrangements may be affected by manufacturing, transport, carrier availability, traffic, operational disruption or other circumstances.
5.3 An agreed or booked delivery date does not, by itself, constitute a guaranteed delivery deadline or confirmation that time is of the essence.
5.4 The Purchaser must ensure that Goods have been received, inspected and confirmed suitable before booking installation labour or committing to time-critical works.
5.5 The Company strongly advises against arranging contractors, installation works, equipment hire, site closures or other activities in reliance solely upon an estimated or arranged delivery date.
5.6 Where Goods are required for a particular installation deadline, school reopening, site programme or other time-critical purpose, the Purchaser must notify the Company before placing the order. Any special delivery commitment must be expressly agreed in writing.
5.7 Subject to clause 13 and applicable law, the Company shall not be liable for contractor waiting time, aborted visits, additional labour, overtime, equipment hire, loss of production, project delay or other associated losses arising from delayed or unsuccessful delivery.
5.8 Where Goods are delivered to an incorrect address, delayed, misrouted or otherwise not delivered as agreed, the Purchaser must notify the Company promptly and allow a reasonable opportunity to investigate and arrange corrective delivery.
5.9 The Company shall be responsible for arranging corrective delivery where the error is attributable to the Company or its appointed carrier. Any further liability shall be subject to clause 13.
5.10 The Company may deliver Goods in instalments where reasonably necessary.
6. Delivery, Unloading and Inspection
6.1 Goods shall be delivered to the address agreed in writing between the Company and the Purchaser.
6.2 Unless otherwise agreed, the Purchaser is responsible for ensuring suitable access, personnel and equipment are available to receive and safely unload the Goods.
6.3 Tail-lift deliveries, mechanical unloading, timed deliveries and other special transport requirements must be requested and agreed in advance.
6.4 Where delivery cannot be completed due to unsuitable access, lack of unloading facilities, absence of receiving personnel or incorrect information supplied by the Purchaser, the Company may charge reasonable additional delivery, storage and handling costs.
6.5 The Purchaser must inspect the external condition of the Goods and packaging upon delivery and record any visible damage or shortages on the delivery documentation where practicable.
6.6 Where Goods cannot be fully inspected upon arrival, they must be checked as soon as reasonably practicable and before installation.
6.7 The Purchaser must notify the Company in writing of apparent transit damage, shortages or incorrect Goods within three working days of delivery. Hidden damage must be reported promptly upon discovery.
6.8 The Company will investigate claims supported by appropriate information, including photographs, delivery documentation and product details.
6.9 The notification periods in this clause do not remove any rights or remedies which cannot lawfully be excluded.
7. Cancellation and Returns
7.1 Once an order has been accepted, cancellation is subject to the Company’s written agreement, except where the Purchaser has a legal right to cancel.
7.2 Standard Goods: Where cancellation is accepted, the Company may charge 30% of the net order value to cover administration, handling and other costs, subject to applicable law and the reasonableness of the charge.
7.3 Special or Bespoke Goods: Goods manufactured, modified or ordered to the Purchaser’s particular requirements cannot normally be cancelled once manufacture or procurement has commenced. Where cancellation is accepted, the Purchaser shall be responsible for reasonable costs and losses incurred, subject to applicable law.
7.4 Goods may not be returned without prior written authorisation from the Company.
7.5 Approved returns of standard stock Goods must be requested within 30 days of delivery and are subject to a 30% restocking charge.
7.6 Returned Goods must be unused, undamaged, complete, in their original packaging and suitable for resale.
7.7 Return transport is the Purchaser’s responsibility and must be arranged using a suitable method approved by the Company.
7.8 Original outward carriage charges are non-refundable for discretionary returns. Any additional reasonable transport or handling costs may be deducted from the credit.
7.9 These cancellation and return provisions do not restrict remedies available where Goods are defective, incorrectly supplied or otherwise in breach of contract.
8. Special Manufacture and Approval Drawings
8.1 The Purchaser is responsible for reviewing and approving drawings, dimensions, configurations and specifications supplied for bespoke or special manufacture.
8.2 Manufacture may commence following written approval or other agreed authorisation.
8.3 Changes requested after approval may incur additional costs and affect manufacturing and delivery times.
8.4 The Company shall not be responsible for errors in specifications, dimensions or information supplied or expressly approved by the Purchaser, except to the extent caused by the Company’s own breach.
8.5 Goods manufactured to approved specifications are not returnable for change of mind or incorrect customer selection.
9. Warranty and Defective Goods
9.1 The Company warrants that Goods of its own manufacture will be free from defects in materials and workmanship at the time of delivery and will comply with the agreed contractual specification.
9.2 The Purchaser must notify the Company promptly upon discovering an alleged defect and provide reasonable evidence of the problem.
9.3 The Company must be given a reasonable opportunity to inspect or assess the Goods before remedial action is undertaken.
9.4 Where a defect attributable to the Company is established, the Company may, subject to applicable law, repair or replace the affected Goods or provide an appropriate refund.
9.5 The Company shall not be responsible for damage or defects caused by incorrect installation, misuse, neglect, unsuitable cleaning products, corrosive chemicals, lack of maintenance, unauthorised modifications or use outside the agreed specification.
9.6 Goods manufactured by third parties may also be covered by the original manufacturer’s warranty, where applicable.
9.7 The Company does not authorise the Purchaser to incur repair, replacement, removal or installation costs on its behalf without prior written agreement.
9.8 Nothing in this clause excludes statutory rights or remedies that cannot lawfully be excluded.
10. Property and Risk
10.1 Risk in the Goods shall pass to the Purchaser upon delivery to the agreed destination, unless otherwise expressly agreed in writing.
10.2 Ownership of the Goods shall remain with the Company until payment in full has been received for those Goods and all other sums due to the Company from the Purchaser, to the extent permitted by law.
10.3 Until ownership passes, the Purchaser shall keep the Goods identifiable, properly stored and insured against loss or damage.
10.4 The Purchaser may resell Goods in the ordinary course of business unless the Company has withdrawn that permission following payment default or other material breach.
10.5 Where payment is overdue, the Company may exercise its lawful rights to recover Goods to which it retains title.
11. Customer Responsibilities
11.1 The Purchaser is responsible for ensuring the Goods are suitable for the intended installation and use.
11.2 Installation must be undertaken by appropriately qualified and competent personnel in accordance with applicable regulations, standards and manufacturers’ instructions.
11.3 The Purchaser is responsible for providing accurate delivery information, access arrangements and unloading requirements.
11.4 The Purchaser must inform the Company of any unusual site restrictions, special delivery requirements or critical project deadlines before the order is accepted.
11.5 The Company is not responsible for the management, scheduling or performance of contractors appointed by the Purchaser or its customers unless expressly agreed otherwise.
12. Delays and Events Beyond Reasonable Control
12.1 The Company shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control, subject to applicable law.
12.2 Such circumstances may include severe weather, industrial disputes, war, civil disturbance, government restrictions, transport disruption, shortages of materials, supplier failures, major equipment breakdowns and other events beyond reasonable control.
12.3 The Company shall notify the Purchaser where reasonably practicable and take reasonable steps to minimise disruption.
12.4 Where performance is materially prevented for a prolonged period, either party may exercise any termination rights provided by law or expressly agreed under the Contract.
13. Limitation of Liability
13.1 Nothing in these conditions shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
13.2 Subject to clause 13.1 and applicable law, the Company shall not be liable for indirect or consequential losses arising from the supply, delivery, installation or use of the Goods.
13.3 Subject to clause 13.1 and applicable law, the Company shall not be liable for loss of profits, loss of business, loss of revenue, loss of contracts or anticipated savings.
13.4 Subject to clause 13.1 and applicable law, the Company shall not be liable for additional installation labour, contractor overtime, aborted site visits, equipment hire, site closure costs or project programme losses arising from delayed, unsuccessful or incorrect delivery, except where liability cannot lawfully be excluded.
13.5 The Purchaser must take reasonable steps to minimise any loss arising from an alleged breach of contract.
13.6 Subject to clause 13.1 and applicable law, the Company’s total aggregate liability arising from any Contract, whether in contract, tort (including negligence) or otherwise, shall not exceed the net price paid or payable for the Goods giving rise to the claim.
13.7 The limitations and exclusions in this clause shall apply only to the extent that they are lawful, enforceable and satisfy any applicable statutory requirement of reasonableness.
14. Intellectual Property and Customer Specifications
14.1 The Purchaser warrants that drawings, designs and specifications supplied to the Company do not infringe third-party intellectual property rights.
14.2 The Purchaser shall indemnify the Company against reasonable losses arising from infringement claims attributable to the Company’s compliance with the Purchaser’s specifications, except to the extent caused by the Company’s own actions.
14.3 All intellectual property rights in the Company’s own designs, drawings and technical information remain the property of the Company or its licensors unless expressly agreed otherwise.
15. Suspension and Termination
15.1 The Company may suspend performance or terminate the Contract where the Purchaser commits a material breach and fails to remedy it within a reasonable period following written notice, where the breach is capable of remedy.
15.2 The Company may also exercise termination or suspension rights where the Purchaser becomes insolvent or where permitted by applicable law.
15.3 Termination shall not affect rights and liabilities accrued before termination.
16. Assignment and Subcontracting
16.1 The Purchaser shall not assign the Contract without the Company’s prior written consent.
16.2 The Company may appoint subcontractors, manufacturers or carriers to perform its obligations, but remains responsible for its contractual obligations subject to these conditions.
17. General Provisions
17.1 If any provision is found invalid or unenforceable, the remaining provisions shall continue in effect.
17.2 Failure or delay by either party to enforce a contractual right shall not constitute a waiver of that right.
17.3 No person who is not a party to the Contract shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce its terms.
17.4 Any variation must comply with clause 1.5.
18. Governing Law and Jurisdiction
18.1 These conditions and all Contracts shall be governed by the laws of England and Wales.
18.2 The courts of England and Wales shall have exclusive jurisdiction over disputes arising from the Contract.
Acorn Thorn Ltd
5 Brearley Court, Baird Road, Waterwells Business Park, Quedgeley, Gloucester, GL2 2AF
Telephone: 01452 721211
Website: www.acornthorn.co.uk