1. Interpretation
In these Conditions, the following definitions apply:
"Conditions " means the terms and conditions set out below;
"Contract " means the contract between us and you for the supply of Goods and/or
Services in accordance with these Conditions;
"Course Details " means the details of the course as set out in our separate course
details document;
"you ", " your " means the person or firm who purchases the Goods and/or Services
from us;
"Goods " means the goods (or any part of them) set out in the Order;
"Goods Specification " means any specification for the Goods as set out in our
quotation or price list;
"Intellectual Property Rights " means patents, rights to inventions, copyright and
neighbouring and related rights, moral rights, trademarks and service marks,
business names and domain names, rights in get-up and trade dress, goodwill and
the right to sue for passing off or unfair competition, rights in designs, rights in
computer software, database rights, rights to use, and protect the confidentiality of,
confidential information (including know-how and trade secrets), and all other
intellectual property rights, in each case whether registered or unregistered and
including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world;
"Order " means your order for the supply of Goods and/or Services;
"Services " means the training courses, supplied by us to you in relation to the use of
the Goods as detailed in the Course Details and/or clause 7.1;
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"we ", " us ", "our " means AM Landscaping & Driveway Specialists Limited registered
in England and Wales with company number 10715675 with a registered office at
25-29 Sandy Way Yeadon, Leeds, England, LS19 7EW.
1.1 In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors and
permitted assigns;
(c) a reference to a statute or statutory provision is a reference to it as amended
or re-enacted. A reference to a statute or statutory provision includes all
subordinate legislation made under that statute or statutory provision;
(d) any words following the terms including, include, in particular, for example or
any similar expression shall be construed as illustrative and shall not limit
the sense of the words, description, definition, phrase or term preceding
those terms;
(e) a reference to writing or written includes email.
2. Basis of contract
2.1 The Order constitutes an offer by you to purchase Goods and/or Services in accordance
with these Conditions.
2.2 The Order shall only be deemed to be accepted when we issue written acceptance of
the Order or deliver the Goods and/or Services on which date the Contract shall
come into existence ("Commencement Date ").
2.3 Any samples, drawings, descriptive matter or advertising issued by us and any
descriptions of the Goods or illustrations (including colours) or descriptions of the
Services contained in our catalogues, brochures or website are issued or published
for the sole purpose of giving an approximate idea of the Services and/or Goods
described in them. They shall not form part of the Contract or have any contractual
force. It is not a sale by sample.
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2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek
to impose or incorporate, or which are implied by trade, custom, practice or course
of dealing.
2.5 Any quotation given by us shall not constitute an offer, and is only valid for a period of 30
business days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where
application to one or the other is specified.
3. Goods
3.1 The Goods are described in the Goods Specification and/or the quotation.
3.2 We reserve the right to amend the Order if required by any applicable statutory or
regulatory requirement, and we shall notify you in any such event.
4. Delivery of Goods
4.1 We shall arrange delivery of the Goods to the location set out in the Order or such other
location as the parties may agree ("Delivery Location ") at any time after we notify
you that the Goods are ready. We shall be under no obligation to deliver the Goods
until it has received full payment of its invoice for the Goods. You shall ensure that
for the purposes of delivery unimpeded access is granted to us or our agents at the
Delivery Location on the delivery date.
4.2 Delivery of the Goods shall be deemed completed on the Goods' arrival at the Delivery
Location.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the
essence. We shall not be liable for any delay in delivery of the Goods that are caused
by a Force Majeure Event, delay caused by our manufacturer or delivery agent or
your failure to provide us with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods.
4.4 If you fail to accept delivery of the Goods pursuant to condition 4.1, then, except where
such failure or delay is caused by our failure to comply with our obligations under the
Contract, we shall store the Goods until delivery takes place, and charge you for all
related costs and expenses including the cost of redelivery.
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4.5 If 5 business days after the day on which we notified you that the Goods were ready for
delivery (as applicable) you have not accepted delivery of them, we may, at our sole
discretion, store the Goods and charge reasonable storage fees and/or resell or
otherwise dispose of part or all of the Goods and, after deducting reasonable storage
charges, charge you for any shortfall below the price of the Goods.
4.6 We may deliver the Goods by instalments. Each instalment shall constitute a separate
Contract. Any delay in delivery or defect in an instalment shall not entitle you to
cancel any other instalment.
4.7 We shall ensure that each delivery of the Goods is accompanied by a delivery note which
shows the date of the Order, the type and quantity of the Goods (including the code
number of the Goods, where applicable).
5. Quality of Goods
5.1 We warrant that on delivery the Goods shall be free from material defects.
5.2 We offer no guarantee or warranty as to the final appearance of the Goods as due to
their manufacturing process there may be variations as to the final aesthetic
appearance once the Goods are used. If multiple bags of the Goods are used these
should be mixed in advance of use to ensure a consistent finish.
5.3 We shall use reasonable endeavours to enure the benefit of any warranties we have from
the manufacturer of the Goods to you.
5.4 Subject to clause 5.5, we shall, at our option, replace or refund the price of the defective
Goods in full if:
(a) you give notice in writing within 1 business day of discovery that some or all of
the Goods do not comply with the warranty set out in clause 5.1;
(b) we are given a reasonable opportunity of examining such Goods; and (c)
you (if asked to do so by us) return such Goods to our place of business.
5.5 We shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
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(a) you make any further use of such Goods after giving a notice in accordance
with clause 5.3;
(b) the defect arises because you failed to follow our or our manufacturer's oral
or written instructions as to the storage, installation, commissioning or use
of the Goods;
(c) you store the Goods in inappropriate conditions, including left out in the damp
or below 5 degrees centigrade;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence,
or abnormal conditions.
5.6 Except as provided in this clause 5, we shall have no liability to you in respect of the
Goods' failure to comply with the warranty set out in clause 5.1.
5.7 The terms of these Conditions shall apply to any replacement Goods supplied by us. 6.
Title and risk
6.1 The risk in the Goods shall pass to you on completion of delivery.
6.2 Title to the Goods shall not pass to you until we receive payment in full (in cash or
cleared funds) for the Goods.
6.3 Until title to the Goods has passed to you, you shall:
(a) store the Goods separately from all other goods held by you so that they
remain readily identifiable as our property;
(b) not remove, deface or obscure any identifying mark or packaging on or
relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all
risks for their full price on our behalf from the date of delivery; and
(d) notify us immediately if you become subject to any of the events listed in
clause 13.3.
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6.4 You grant us, our agents and employees an irrevocable licence at any time to enter any
premises where the Goods are or may be stored in order to inspect them, or, where
your right to possession has terminated, to recover them.
6.5 We may claim for the price of the Goods notwithstanding that title in any of the Goods
has not passed to you.
7. Supply of Services
7.1 We shall provide the Services comprising of a one day training course for (unless
otherwise agreed) the correct use, storage, installation and care of the Goods which
shall be provided (unless otherwise agreed) at our premises.
7.2 Any promotional or informative guides or resources provided by us are for guidance
purposes only and no reliance should be placed on their contents and they are not a
substitute for the training Services.
7.3 We shall use all reasonable endeavours to meet any performance dates for the Services
specified in the quotation, but any such dates shall be estimates only and time shall
not be of the essence for the performance of the Services. If we have to cancel the
Services we shall offer you a refund of any sums paid for the Services or another
place on the next available course. We shall not be liable for any other costs which
you may have incurred.
7.4 We warrant to you that the Services will be provided using reasonable care and skill.
7.5 You may cancel the Services 29 days or more before the date of the course. If you cancel
between 15 and 28 calendar days inclusive you will receive a full refund. If you
cancel less than 15 days or fail to attend you will not receive any refund. You will not
be accepted on the course until the fees for the Services have been paid for in full.
8. Your obligations
8.1 You shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with us in all matters relating to the Services; and
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(c) keep any of our materials, equipment, documents and other property of ours
("Supplier Materials ") in your possession, custody or control safe and any
such materials are kept at your risk.
8.2 If our performance of any of our obligations under the Contract is prevented or delayed
by any act or omission by you or failure by you to perform any relevant obligation
("Customer Default "):
(a) without limiting or affecting any other right or remedy available to you, we
shall have the right to suspend performance of our obligations until you
remedy the Customer Default, and we can rely on the Customer Default to
relieve us from the performance of any of our obligations in each case to
the extent the Customer Default prevents or delays our performance of any
of our obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you
arising directly or indirectly from our failure or delay to perform any of our
obligations as set out in this clause 8.2; and
(c) you shall reimburse us on written demand for any costs or losses sustained or
incurred by us arising directly or indirectly from the Customer Default.
9. Charges and payment
9.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the
price set out in our published price list as at the date of delivery and shall be
exclusive of all costs and charges of packaging, insurance, transport of the Goods,
which shall be invoiced to you.
9.2 The price for Services shall be the price set out in the Course Details.
9.3 We reserve the right to increase the price of the Goods, by giving notice to you at any
time before delivery, to reflect any increase in the cost of the Goods due to:
(a) any request by you to change the delivery date(s), quantities or types of
Goods ordered; or
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(b) any delay caused by any instructions from you in respect of the Goods or your
failure to give us adequate or accurate information or instructions in
respect of the Goods or delivery.
9.4 Unless otherwise agreed, we shall invoice you in respect of the Goods and/or Services on
or at any time after our acceptance of the Order.
9.5 You shall pay each invoice submitted by us:
(a) within days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by us, and
time for payment shall be of the essence of the Contract.
9.6 All amounts payable by you under the Contract are exclusive of amounts in respect of
value added tax chargeable from time to time ("VAT "). Where any taxable supply for
VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid
VAT invoice from us, pay us such additional amounts in respect of VAT as are
chargeable on the supply of the Services or Goods at the same time as payment is
due for the supply of the Services or Goods.
9.7 If you fail to make a payment due to us under the Contract by the due date, then, without
limiting our remedies under clause 13 (Termination), you shall pay interest on the
overdue sum from the due date until payment of the overdue sum, whether before
or after judgment. Interest under this clause 9.7 will accrue each day at 4% a year
above the Bank of England's base rate from time to time, but at 4% a year for any
period when that base rate is below 0%.
9.8 All amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of
tax as required by law).
10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services
shall be owned by us.
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10.2 You hereby grant to us, a fully paid up, worldwide, non-exclusive, royalty free,
perpetual and irrevocable licence to use any of your copyright works, trade marks or
trade names for the purposes of advertising and promoting the Goods and Services.
11. Confidentiality
11.1 Each party undertakes that it shall not at any time during the Contract, and for a period
of five years after termination of the Contract, disclose to any person any
confidential information concerning the business, affairs, customers, clients or
suppliers of the other party, except as permitted by clause 11.2.
11.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who
need to know such information for the purposes of carrying out the party's
obligations under the Contract. Each party shall ensure that its employees,
officers, representatives, subcontractors or advisers to whom it discloses
the other party's confidential information comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
11.3 Neither party shall use the other party's confidential information for any purpose other
than to perform its obligations under the Contract.
12. Limitation of liability:
12.1 Nothing in these Conditions shall have the effect of excluding or limiting any liability
for: death or personal injury caused by negligence; or for fraud or fraudulent
misrepresentation; or for any liability that, by law, cannot be limited or excluded.
12.2 Except as expressly and specifically provided in the Contract, all warranties, conditions
and other terms implied by statute or common law are, to the fullest extent
permitted by law, excluded from the Contract.
12.3 Subject to clause 12.1 above:
(a) we shall not be liable for: loss of profits; or loss of business; or depletion of
goodwill and/or similar losses; or loss of anticipated savings; or loss of
goods; or loss of contract; or loss of use; or loss or corruption of data or
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information; or any special, indirect, consequential or pure economic loss,
costs, damages, charges or expenses;
(b) we shall not be liable for any losses (direct or indirect) sustained by you or any
third party resulting from any delay or default in delivery of the Goods or
Services including any costs of labour being on standby are expressly
excluded; and
(c) our total aggregate liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of the
Contract shall be limited in relation to the Goods to the price paid for such
Goods and in relation to the Services to the price paid for such Services.
12.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms
implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the
fullest extent permitted by law, excluded from the Contract.
12.5 This clause 12 shall survive termination of the Contract.
13. Termination
13.1 You may at any point up to 2pm on the day of the Order cancel the Order for Goods and
we shall be entitled to charge a cancellation fee of up to £50 to cover our
administration costs.
13.2 If you commit a breach of any term of the Contract and (if such a breach is remediable)
fail to remedy that breach within 7 days of being notified in writing to do so or
become subject to any of the events listed in condition 13.3, we may terminate the
Contract with immediate effect by giving written notice to you.
13.3 For the purposes of condition 13.2, the relevant events are:
(a) you take any step or action in connection with entering administration,
provisional liquidation or any composition or arrangement with your
creditors (other than in relation to a solvent restructuring), being wound up
(whether voluntarily or by order of the court, unless for the purpose of
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a solvent restructuring), having a receiver appointed to any of your assets
or ceasing to carry on business;
(b) you suspend, or threaten to suspend, or cease or threaten to cease to carry
on all or a substantial part of your business; or
(c) your financial position deteriorates to such an extent that in our opinion your
capability to adequately fulfil your obligations under the Contract have
been placed in jeopardy.
13.4 Without affecting any other right or remedy available to it, we may suspend the supply
of Services or all further deliveries of Goods under the Contract or any other
contract between you and us if; you fail to pay any amount due under the Contract
on the due date for payment; or you become subject to any of the events listed in
clause 13.3, or we reasonably believe that you are about to become subject to any
of them.
13.5 On termination of the Contract you shall immediately pay to us all of our outstanding
unpaid invoices and interest and, in respect of Services and Goods supplied but for
which no invoice has been submitted;
13.6 Termination of the Contract shall not affect any rights, remedies, obligations and
liabilities of the parties that have accrued up to the date of termination.
13.7 Conditions which expressly or by implication survive termination of the Contract shall
continue in full force and effect.
14. Force majeure
14.1 We shall not be liable for any failure or delay in performing our obligations under the
Contract to the extent that such failure or delay is caused by a Force Majeure Event.
A Force Majeure Event means any event beyond our reasonable control, which by its
nature could not have been foreseen, or, if it could have been foreseen, was
unavoidable, including strikes, lock-outs or other industrial disputes (whether
involving its own workforce or a third party's), failure of energy sources or transport
network, acts of God, war, terrorism, riot, civil commotion, interference by civil or
military authorities, national or international calamity, armed conflict, malicious
damage, breakdown of plant or machinery, nuclear, chemical or biological
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contamination, sonic boom, explosions, collapse of building structures, fires, floods,
storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or
extreme adverse weather conditions, or default of suppliers or subcontractors.
15. General
15.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other
manner with all or any of our rights or obligations under the Contract. You may not
assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any
other manner with any or all of your rights or obligations under the Contract
without our prior written consent.
15.2 Any notice or other communication given to a party under or in connection with the
Contract shall be in writing, addressed to that party at its registered office (if it is a
company) or its principal place of business (in any other case) or such other address
as that party may have specified to the other party in accordance with this
condition, and shall be delivered personally, sent by pre-paid first class post,
commercial courier or email.
15.3 A notice or other communication shall be deemed to have been received: if delivered
personally, when left at the address referred to in condition 15.2; if sent by pre-paid
first class post at 9.00 am on the second business day after posting; if delivered by
commercial courier, on the date and at the time that the courier's delivery receipt is
signed; or, if sent by email, one business day after transmission providing the sender
receives a delivery receipt.
15.4 If any provision or part-provision of the Contract is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to
make it valid, legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion
of a provision or part-provision under this condition shall not affect the validity and
enforceability of the rest of the Contract. If any provision or part provision of this
Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith
to amend such provision so that, as amended, it is legal, valid and enforceable, and,
to the greatest extent possible, achieves the intended commercial result of the
original provision.
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15.5 A waiver of any right or remedy under the Contract or law is only effective if given in
writing and shall not be deemed a waiver of any subsequent breach or default. No
failure or delay by a party to exercise any right or remedy provided under the
Contract or by law shall constitute a waiver of that or any other right or remedy, nor
shall it prevent or restrict the further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the
further exercise of that or any other right or remedy.
15.6 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership
or joint venture between the parties, constitute either party the agent of the other,
or authorise either party to make or enter into any commitments for or on behalf of
the other party.
15.7 The Contract constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral,
relating to its subject matter.
15.8 Each party acknowledges that in entering into the Contract it does not rely on, and
shall have no remedies in respect of any statement, representation, assurance or
warranty (whether made innocently or negligently) that is not set out in the
Contract. Each party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misrepresentation based on any statement in the
Contract.
15.9 Nothing in this clause shall limit or exclude any liability for fraud.
15.10 A person who is not a party to the Contract shall not have any rights to enforce its
terms.
15.11 Except as set out in these Conditions, no variation of the Contract, including the
introduction of any additional terms and conditions, shall be effective unless it is in
writing and signed by us.
15.12 The Contract, and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims), shall be
governed by, and construed in accordance with the law of England and Wales.
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15.13 Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in connection
exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with this Contract or its subject matter or formation (including non-contractual
with this Contract or its subject matter or formation (including non-contractual
disputes or claims).
disputes or claims).
16. Colour Lock Guarantee
16.1 16.2
16.3 16.4
16.5 16.6
16.7 16.8
16.9 16.10
This guarantee is to certify that we can offer
the full level of certification for zero
degradation of the colour of our product,
ResinBound UVR Pro only.
ResinBound UVR Pro must be installed in
accordance with quality standards and
specification.
Colour damage or staining caused by dirt,
debris, chemicals, solvents, fuels or anything
external to ResinBound UVR Pro, is not
covered.
This guarantee covers only the polyurethane
UV stable resin and does not cover
mineralogical variations in the aggregates,
(including rust spotting), in the stone which
may change the cosmetic appearance of the
aggregate.
Our guarantee does not cover surface changes
due to natural weathering.
Aftercare and maintenance of the resin bound
surface should be followed thoroughly.
This guarantee does not cover the
workmanship and the installation of your resin
bound system.
The guarantee is subject to our standard terms
and conditions of sale found on our website
www.amleedsl.co.uk
This guarantee is non transferable.
The lifespan of our ResinBound UVR Pro is 15
years.
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