Retail Terms & Conditions
- Basis of sale
- Orders and Quotations
- The Goods
- Defective goods and returns
- Price and payment
- Title and risk
- Limitation of liability
- Events outside our control
Your attention is drawn in particular to the provisions of clause 10
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Force Majeure Event: has the meaning given in clause 11.
Goods: any goods in an Order to be supplied by us to you (including any parts or parts of them).
Order: an order for Goods submitted by you to us in accordance with clause 3.
Terms: these terms and conditions of sale are applicable to our supply of Goods to you agreed in an Order to you.
us or we: AVS FENCING SUPPLIES LTD (company number 02818962) whose registered office is at First Floor, the Pavillion, Graylands Estate, Langhurstwood Road, Horsham, West Sussex, RH12 4QD.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
Working Day: any day which is not a public holiday in England or a Saturday or a Sunday.
writing or written: includes by email and/or fax when sent by us.
you: any person who purchases Goods from us.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Clause headings do not affect the interpretation of these Terms.
2.1 We consider that these Terms and any Order you submit to us sets out the whole agreement between you and us for the sale of the Goods. Please check that the details in the Order are complete and accurate before you commit yourself to these Terms. If you think there is a mistake or omission in these documents, please contact us immediately.
2.2 We only accept responsibility for statements and representations, or variations to these Terms or the specification of the Goods by a manager or director that are made in writing, signed by us and addressed to you. Nothing in these Terms shall exclude or limit our liability for fraudulent misrepresentation.
2.3 Please ensure that you read and understand these Terms before you submit an Order, because you will be bound by them once a contract comes into existence between us in accordance with clause 3.4.
2.4 These Terms shall apply to the exclusion of all other terms and conditions (including any terms which you purport to apply under any purchase order, confirmation of order, specification or other document).
2.5 Any samples, drawings, or advertising we issue, and any illustrations contained in our websites, catalogues or brochures, are produced solely to provide you with an approximate idea of the Goods they describe. They shall not form part of these Terms and this is not a sale by sample.
2.6 If any terms of these Terms are inconsistent with any term of the Order, these Terms shall prevail.
3.1 Each Order for Goods shall be deemed a separate offer by you to enter into a binding contract subject to these Terms, which we are free to accept or decline at our absolute discretion.
3.2 An Order may be placed by you:
3.2.1 in writing (including electronic means); or
3.2.2 orally (including over the telephone).
3.3 We may (but are not obliged to) assign an order number to an Order. Where we do so and notify you both parties will use the relevant order number in all subsequent correspondence relating to that Order.
3.4 These Terms shall become binding on you and us when:
3.4.1 we issue you with written acceptance of an Order; or
3.4.2 we notify you that the Goods are ready for collection; or
3.4.3 we deliver the Goods to the address nominated by you; or
3.4.4 you purchase and collect the Goods from us, whichever is the earlier, at which point a contract shall come into existence between us on these Terms.
3.5 Any quotation for the Goods is given on the basis that a binding contract shall only come into existence in accordance with clause 3.4. A quotation shall be valid for a period of thirty (30) calendar days from its date of issue; unless we notify you in writing that we have withdrawn it during this period.
3.6 You are responsible for ensuring that:
3.6.1 any Order is complete and accurate; and
3.6.2 the quantity and type of Goods you Order are appropriate for your intended purpose and when calculating the quantity you should take into account the provisions of clause 6.4, if applicable.
4.1 Subject to clause 4.2 if you place your Order at a distance (on the telephone or via the internet) you have seven (7) days, commencing from the day after you place your Order to cancel the Order and obtain a full refund of any price already paid. You must notify us in writing of your wish to cancel the Order.
4.2 You will not have the right to cancel an Order if the Order is for made to measure, bespoke or personalised Goods.
4.3 If the Goods have been delivered to you before the time limit in clause 4.1 has expired, you must return the Goods to us as soon as reasonably practicable, and at your own cost. You have a legal obligation to take reasonable care of the Goods while they are in your possession.
4.4 This clause 4 applies if you are dealing with us as a consumer as defined in the Consumer Protection (Distance Selling) Regulations 2000.
5.1 We warrant that on delivery the Goods shall:
5.1.1 conform in all material respects with their description subject to any qualification or representation contained in our brochures, advertisements or any other documents;
5.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);
5.1.3 be reasonably fit for any purpose for which they were manufactured;
5.1.4 be fit for any purpose we say the Goods are fit for, where you have made known a particular purpose to us and we have confirmed this purpose in writing;
5.1.5 be free from material defects in design, material and workmanship; and
5.1.6 comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
5.2 This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions, or any alteration or repair you carry out without our prior written approval.
5.3 Goods comprising or constructed partly or wholly of timber are by their nature liable to expansion, contraction, warping and/or splitting and then we shall not be liable for any loss or damage arising from the same.
5.4 We shall have the option to supply all or any of the Goods in either imperial or metric size to the nearest equivalent measure notwithstanding any description contained in any contractual or other documentation or description relating to the Goods.
5.5 We cannot guarantee as to the actual colour of Goods made of timber or that such colours shall be uniform throughout the Goods supplied or that such colour will not weather, age or change with time, whether uniformly or unevenly and we shall not be liable for any loss or damage arising from the same.
6.1 On Delivery, you are responsible for completing all necessary checks to ensure that the Goods are the Goods you intended to purchase, the Goods are fit for the use that you intend to use the Goods for and in accordance with any Order (both in terms of description and quantity) before you use or incorporates the Goods into any other goods.
6.2 In the unlikely event that the Goods do not conform to these Terms, please let us know as soon as possible after delivery. We will collect the Goods on a date agreed between us or ask you to return the Goods to us at your cost to the branch from which you collected the Goods, or from which they were Delivered to you, and once we have checked that the Goods are faulty, we will:
6.2.1 provide you with a full or partial refund;
6.2.2 replace the Goods; or
6.2.3 repair the Goods.
6.3 These Terms will apply to any repaired or replacement Goods we supply to you.
6.4 You acknowledge that the natural features of certain types of Goods mean that there may be some breakages and natural defects in the Goods delivered under your Order. You agree that unless such breakage or natural defect exceeds more than five percent (5%) of the Goods in the Order we may, but are not obliged, to exchange such proportion of the Goods. For the avoidance of doubt, where such breakage or natural defect is five percent (5%) or less of the Goods in the Order we are not obliged to exchange such proportion of the Goods.
7.1 Unless otherwise agreed in writing by us delivery shall take place at our place of business and you may collect the Goods from us within seven (7) calendar days of the date on which we notify you that the Goods are ready.
7.2 Delivery of the Order shall be completed when you either collect the Goods from us or the Goods are signed for at the address designated by you. Goods will only be left without being signed for by prior agreement and/or where we consider it is safe to do so.
7.3 We will take reasonable steps to meet the delivery date set out on the Order or as otherwise agreed between us in writing. However, occasionally delivery may be affected by a variety of factors and so cannot be guaranteed. Any dates specified are intended as an estimate only and shall not be of the essence of these Terms. If no delivery dates are specified the delivery shall be in a reasonable time however we shall not be liable for any delay in Delivery.
7.4 Each delivery of the Goods shall be accompanied by a delivery note from the us showing the Order number (if applicable); the date of the Order; the type and quantity of Goods included in the Order; and in the case of an Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
7.5 If for any reason you fail to accept or take delivery of any of the Goods when they are ready for delivery, or we are unable to deliver the Goods on time because you have not provided appropriate instructions we will not be liable to you for late delivery and:
7.5.1 risk in the Goods shall pass to the you;
7.5.2 the Goods shall be deemed to have been delivered; and
7.5.3 we may store the Goods until you take Delivery, whereupon then you shall be liable for and we may choose to charge you for all related costs and expenses (including, without limitation, storage and insurance).
7.6 Goods may be delivered on pallets. We will endeavour to use pallets that have no value. However, in the event that the pallets we use have a value we will notify you in advance and we may require a deposit. Under such circumstances it is your responsibility to store the pallets in good condition and at your own risk. We shall collect any such pallets within our normal distribution radius subject to receiving reasonable notice from you and shall refund the deposit subject to the pallets being in no worse a condition than when you received them.
7.7 You are solely responsible for disposal of any packaging and resultant waste relating and you will comply with all applicable laws and obtain all such licences and permissions as may be required relating to the storage, transport, sale or other disposal of such waste.
7.8 In the event that the quantity of Goods delivered to you do not conform to the Order you must notify us in writing within three (3) Working Days.
7.9 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. If you ask us to deliver the Order in instalments, we may charge you extra delivery costs. Each instalment shall constitute a separate contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
8.1 The Goods will be your responsibility from the time of delivery when we deliver them to you, whether accepted by you or not or from when you collect the Goods from us.
8.2 Title in the Goods will only pass to you when we receive payment in full of all sums due for the Goods, including delivery charges (if any).
9.1 The price of the Goods will be as set out in the quotation we provided to you, or if we have not provided a quotation or the quotation has expired, in our price list in force at the time we confirm your Order. Prices are liable to change at any time, but price changes will not affect the Orders we have already confirmed.
9.2 These prices include VAT where specified. However, if the rate of VAT changes between the date of the Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
9.3 These prices exclude delivery costs, which will be added to the total amount due.
9.4 It is always possible that, despite our best efforts, some of the Goods we sell may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that, where the Goods' correct price is less than our stated price, we will charge the lower amount when dispatching the Goods to you. If the Goods' correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Goods, or reject the Order and tell you. If the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as an error, we do not have to provide the Goods to you at the incorrect (lower) price.
9.5 Payment of the price for the Goods is due in pounds sterling at the time the Order is made, unless otherwise agreed by us in writing.
9.6 If you do not make any payment due to us by the due date for payment (as set out in clause 9.5), we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
9.7 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any other outstanding Order until you have paid the outstanding amounts.
9.8 Clause 9.6 and clause 9.7 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly.
10.1 Subject to clause 10.2 and clause 10.3, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms.
10.2 Subject to clause 10.3, we shall not be liable to you or any third party for the following losses that result from our failure to comply with these Terms:
10.2.1 loss of income or revenue;
10.2.2 loss of profit;
10.2.3 loss of anticipated savings;
10.2.4 loss of data; or
10.2.5 any waste of time.
10.3 Nothing in this agreement excludes or limits in any way our liability for:
10.3.1 death or personal injury caused by our negligence;
10.3.2 fraud or fraudulent misrepresentation;
10.3.3 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (“Force Majeure Event”).
11.2 A Force Majeure Event includes but is not limited to any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following: strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; impossibility of the use of public or private telecommunications networks; or pandemic or epidemic.
11.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we may, at our absolute discretion elect to defer the date for delivery or to cancel an Order or to reduce the volume of the Goods ordered by you (without liability to you) if we are prevented or delayed from carrying on our business due to a Force Majeure Event and we will have an extension of time to perform our obligations under these Terms for the duration of that period.
12.1 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
13.1 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably.
13.2 We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
14.1 All communications between you and us about these Terms shall be in writing and delivered by hand or sent by pre-paid first class post or if sent by us by post, by email and/or fax to you:
14.1.1 (in case of communications to us) to our registered office as detailed above or such changed address as shall be notified to you by us; or
14.1.2 (in the case of the communications to you) to any address, fax or email you have set out in any document which forms part of the Contract or such other address as shall be notified to us by you.
14.2 Communications shall be deemed to have been received:
14.2.1 if sent by pre-paid first class post, two Working Days after posting (exclusive of the day of posting); or
14.2.2 if delivered by hand, on the day of delivery; or
14.2.3 if sent by email and/or fax one Working Day after being sent.
14.3 Communication addressed to us shall be marked for the attention of the Company Secretary.
15.1 If any court or competent authority decides that any of the provisions of these Terms is invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
15.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
15.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15.4 These Terms shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts.