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Home  Terms
INTERPRETATION
In these Conditions, the following expressions shall (unless the context otherwise requires) have following meanings: "AML" AML Direct Ltd (http://www.amldirect.co.uk/) registered in Scotland (Reg. No. Registered Office at 16 Tannoch Road, Uplawmoor, East Renfrewshire, G78 4AD.
"Contract" means the contract of which these Conditions form part. "Customer, Client or Buyer" means the customer of which these Conditions form part "Order, Goods, Items or Products" means the products referred to on the invoice.
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PRICES, QUOTATIONS AND TENDERS
(a) All Price Lists are published by AML subject to its right to alteration thereof without notice. Save where other terms have been agreed in writing by AML and the buyer, products are invoiced at the list and website price current on the day of despatch. Prices include delivery charges to the premises nominated by the Buyer, but exclude any charge for Value Added Tax or any other taxes, levies, duties, fees, costs or expenses. (b)No order pled in response to AML's quotation will be binding unless accepted by AML.
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PAYMENT
(a) Timely payment of the price is of the essence of the Contract. All amounts due by the Buyer shall be payable in full against AML's invoice without any compensation, set-off or counterclaim. Payments terms are strictly net monthly for credit accounts only (that is, payment in full by the end of the month following the month in which the invoice is issued), save where other terms for payment have been agreed in writing by AML and the Buyer. (b) Payment for export sales shall be made in such currency and at such place as AML shall direct. (c) If the Buyer shall delay taking delivery of Product then, without prejudice to any other rights or remedies available to AML in terms of the Contract or otherwise, all charges incurred by AML including without prejudice to the foregoing generality a charge for storage (whether in AML premises or otherwise) and insurance of Product as a result of such delay shall be added to the price payable by the Buyer.
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DELIVERY/ SHIPMENT/COLLECTION
(a) Any time or date named by AML in the Contract for delivery is given as and shall constitute an estimate only and AML shall not be liable to make good any damage or loss to the Buyer arising directly or indirectly out of delay in delivery. If Products are to be supplied from direct stock or manufactures stock, supply is always subject to the availability of stock and total weight of shipment.
b) AML shall be entitled to satisfy any order for Product by way of part deliveries. Each part delivery shall be deemed to constitute a separate contract and default by AML in relation to one such delivery shall not terminate the whole of the Contract. AML shall be entitled to payment for such part deliveries in accordance with Condition 3
(c) Any receipt obtained by AML signed and printed by or on behalf of the Buyer or by any carrier or nominated agent of the Buyer accepting or taking delivery of the Product shall be conclusive evidence of delivery by AML to the Buyer of the Product or of such part thereof as it is indicated by such receipt.
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REJECTION
(a) The Buyer shall examine the Product as soon as reasonably practicable following delivery or collection thereof and shall within 5 days of such delivery or collection serve written notice upon AML of any matter or thing by reason of which the Buyer alleged that the product so delivered or collected is not conform to the Contract. In the event of the Buyer alleging that the product does not conform to the Contract, the Buyer shall keep that product separate from all other goods and shall store the same in such manner as to prevent deterioration of the Product pending inspection by AML or its agents. If the Buyer fails to serve such notice and to store the Product as aforesaid, the Product shall be conclusively presumed to be in all respects confirming to the Contract and free from any shortage or defect which would be apparent on reasonable examination of the Product, and the Buyer shall be deemed to have accepted the Product accordingly.
(b) Subject to the provisions of Condition 5(a) above, AML may (at its sole option) replace Product which does not conform to the Contract and which has been rejected by the Buyer, provided always that the Product in question is returned to AML if it so requires.
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LIABILITY
(a) In the event that the product(s) or any part thereof are found to be faulty in design, workmanship or materials within 12 months or 10years with VELUX windows and 2years with VELUX blinds only of acceptance by the buyer under Condition 5, AML shall, at its discretion, replace or repair the Product(s) or refund the price PROVIDED THAT (i) the Products(s) shall have been treated properly at all times and, if appropriate, installed in accordance with all installation instructions and (ii) no alteration, modification, repair or addition has been made to the Products(s) or any part thereof and subject to data-plate/stamp available in the case of VELUX windows (b) Except to the extent that liability may not by statute lawfully be excluded by AML, any statements, conditions, guarantee representation or warranty express or implied, statutory or otherwise, as to the performance, description, quality, merchantability, suitability or fitness for any particular purpose of the Product(s) are hereby Excluded.
(c) AML shall not in any circumstances be liable to the Buyer or to any other person for any consequential or indirect losses or damage arising directly or indirectly in connection with the supply of the Product(s).
(d) The maximum liability of AML howsoever arising from or in connection with the supply of the Products (whether for breach of contract, negligence, misrepresentation or otherwise) shall be limited to the invoice price of the Products.
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PROPERTY AND RISK
(a) Risk of damage to or loss of the Products shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Products, the time when AML has tendered delivery to the Products
(b) Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Conditions, the property in the Products shall not pass to the Buyer until AML has received in cash or cleared funds payment in full of the price of the Products and all other goods agreed to be sold by AML to the Buyer for which payment is then due. This includes any company or person that after the acceptance of delivery notifies AML of now being in liquidation either directly informed or through a representative or agent.
(c) Until such time as the Property in the Products passes to the Buyer, the Buyer shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as AML's property. Until that time the Buyer shall be entitled to resell or use the Products in the ordinary course of its business, but shall account to AML for the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties.
(d) Until such time as the Property in the Products passes to the Buyer (and provided the Products are still in existence and have not been resold), AML shall be entitled at any time to require the Buyer to deliver up the Products to AML and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products.
(e) The Buyer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the products which remain the property of AML, but if the Buyer does so all monies owing by the Buyer to AML shall (without prejudice to any other right or remedy of AML) forthwith become due and payable.
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DEFAULT BY BUYER/REMEDIES OF AML
(a) If any of the terms and conditions of the Contract and in particular but without prejudice to the foregoing generality the terms of payment there under are not strictly observed by the Buyer, payment at the price of all products at that date delivered by AML to the Buyer shall become immediately due and payable to AML by the Buyer whether or not payment would otherwise be due within the provisions of Clause 3(a) hereof and AML shall have the right to withhold further deliveries and/or collections (whether under the Contract or otherwise) and/or to terminate the Contract.
(b) Where the Buyer fails to make payment for Product in accordance with Condition 3 above it shall pay interest to AML on the amount of the outstanding balance at the rate of 2% per annum above the base rate from time to time of The Bank of Scotland (accruing on a daily basis, and compounded monthly) until the date of the actual payment, whether before or after judgement, provided that this paragraph shall in no way prejudice any other rights or remedies available to AML in terms of the Contract or otherwise
(c) Where any delay in delivery or collection of Product is occasioned by the default of the Buyer, AML shall have the option to cancel the Contract so far as it relates to Product not yet delivered or collected.
(d) AML shall have a general lien over and right of retention of all goods belonging to the Buyer in AML's custody of under its control for all sums due or which may become due to AML by the Buyer, whether such sums are or may become due in relation to the Product or under the Contract or otherwise.
(e) AML shall be entitled to set-off any sum owing to it by the Buyer against any sum owing by it to the Buyer, whether any such sum is owing in relation to the Product or under the Contract or otherwise.
(f) If the Buyer shall default in or commit a breach of any tem of the Contract, or if the Buyer shall be in default under any other contract between AML and the Buyer, or if any diligence, distress or execution shall be levied or enforced or sued out upon or against any of the Buyer's property or assets, or if the Buyer shall make or offer to make any arrangement or composition with creditors, or shall become not our bankrupt or be sequestrated, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Buyer is a company and any resolution or petition for winding up the Buyer shall be passed or presented or a receiver, administrative receiver, manager, administrator, judicial factor or committee shall be appointed of the Buyer's undertaking, property and assets or any part thereof, then and in any of those events AML shall be entitled to exercise all or any of the following rights and remedies: to treat the Contract or any part thereof as repudiated and recover from the Customer by way of damages any loss or expenses which AML may suffer or incur thereby; to rescind forthwith or suspend for a definite or indefinite period performance by AML of any other contract between AML and the Buyer (but so that AML shall not be liable to the Buyer in damages or otherwise in respect of such recession or suspension and so that the Buyer shall not be entitled to treat any such suspension as a repudiation by AML)
to withhold delivery of the Product or any part thereof until payment is made in full therefore; to store the Product at the expense and risk of the Buyer; and
to repossess any goods held by the Buyer in respect of which full payment has not been made.
(g) The rights and remedies of AML set out in these Conditions shall be in addition and without prejudice to any other right or remedy which may be available to AML at common law or under statute.
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INTELLECTUAL PROPERTY RIGHTS
The Buyer shall comply with such instructions as AML may give concerning protection of AML's intellectual property rights in the Product, insofar as such rights (including but not limited to copyrights, patents, registered designs, design rights and trademarks) are not exhausted by the sale of the Product to the Buyer.
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FORCE MAJEURE
If the execution of the Contract is hindered or prevented by any circumstances whatsoever beyond the control of AML or its suppliers, AML shall have the right without incurring any liability to the Buyer either:
(a) To extend the contractual time for delivery by such period as AML considers reasonable (and of which due notice shall be given to the Buyer); or
(b) To terminate the Contract in whole or in part.
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WHOLE AGREEMENT
The Contract constitutes the whole agreement between AML and the Buyer. These Conditions shall over-ride any general or standard conditions put forward by the Buyer, whether or not such general or standard conditions are or were incorporated expressly or by reference or implication in any communication between AML and the Buyer. Even if the Buyer's general or standard terms and conditions contain the same or similar overriding provision, these Conditions shall prevail.
If any part of these Conditions shall be found to be invalid, ineffective or unenforceable, such invalidity, ineffectiveness or unenforceability shall not affect any other part hereof.
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NOTICES
Any notice or communication to be sent in connection with the Contract shall be deemed to be sufficiently served if it is sent by recorded delivery post or by facsimile, in the case of AML, to its address quoted above and, in the case of the Buyer, to any place of business of the Buyer. In the case of a letter sent by recorded delivery post, it shall be deemed to have been received 48 hours after posting or sending.
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PROPER LAW
The construction, validity and performance of the Contract (including, for the avoidance of doubt, these Conditions) between AML and the Buyer shall be governed by and construed in accordance with the law of Scotland, and both AML and the Buyer agree to submit to the jurisdiction of the Scottish Courts.
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ALTERATIONS
No alterations to the Contract (including, for the avoidance of doubt, these Conditions) shall be binding on AML unless made with its consent and signed on its behalf by one of its officers and these Conditions shall prevail over any other Conditions of the Buyer
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