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ALTRO FLOORS AND WALLS
CONDITIONS OF SALE
1. DEFINITIONS
"Altro" means Altro Limited (Company Number 00154159) whose registered office is at Works Road, Letchworth Garden City, Hertfordshire SG6 1NW
"the Customer" means the persons, firm, body or company with whom Altro contracts.
2. GENERAL
2.1 Unless otherwise agreed by Altro in writing, these terms and conditions shall apply to all orders placed with Altro and will prevail over any terms which the Customer may purport to apply under any purchase order, confirmation order or other document.
2.2 Any stipulations or conditions in the Customer's order form shall be deemed to be inapplicable to any order placed with Altro unless expressly agreed to by Altro in writing before goods are despatched in accordance with the order in question.
3. ACCEPTANCE
3.1 A quotation given by Altro is an invitation to purchase only. It remains open for acceptance by the Customer for 28 days, or as agreed in writing.
3.2 A “Contract” shall be made when Altro despatches goods in accordance with the Customer's order.
4. PRICES
4.1 Notwithstanding any bespoke quotation provided by Altro, the price payable for goods ordered by the Customer shall be the price stated in the Altro price list current at the date of despatch of such goods by Altro unless otherwise agreed in writing between Altro and the Customer.
4.2 The Customer shall notify Altro in writing within 90 days of receipt of invoice of any claim relating to the price charged for goods.
4.3 All prices quoted by Altro exclude value added tax which will be charged at the rate applicable at the date of invoice unless otherwise stated by Altro.
4.4 Prices are ex-works and exclude packaging and carriage costs unless otherwise agreed in writing between Altro and the Customer.
5. PAYMENT
5.1 Time for payment shall be of the essence under the Contract.
5.2 Payment is due by the 30th of the month following the month of invoice for credit account Customers, or against receipt of cleared funds prior to despatch of goods for pro forma Customers unless otherwise agreed in writing between Altro and the Customer.
5.3 When an invoice is overdue for payment or when a credit limit has been exceeded Altro reserves the right at its absolute discretion to withdraw credit terms or charge interest. Altro reserves the right to charge interest on overdue accounts, such interest to be calculated on a day-to-day basis on the amount outstanding at the rate of 4 per cent above the arithmetic average for each day of the published base rate of Barclays Bank plc.
5.4 The Customer shall not be entitled to delay or withhold payment in full or in part for any reason whatsoever including any alleged defence, set-off or counterclaim.
5.5 If the goods are delivered in instalments, Altro shall be entitled to invoice the Customer as and when each instalment is ready for despatch, and payment shall be due in respect of each instalment as though the goods therein comprised were the subject of a separate order, notwithstanding late delivery or non-delivery of other instalments.
5.6 If Altro agrees that the Customer may pay by instalments then the Customer shall be deemed to be in default on the whole Contract in the event of non-payment of an instalment by the due date and the outstanding balance of the invoiced sum shall immediately become payable by the Customer.
5.7 If so requested, the Customer shall deposit such monies (in cleared funds) with Altro, the amount of which may be agreed between the parties from time to time, for the purpose of securing the payment by the Customer of all or any invoices associated with current Contracts and/or future orders placed with Altro. In such circumstances, the Customer hereby irrevocably and unconditionally agrees that:
5.7.1it shall have no right whatsoever to the return of the deposit monies and Altro shall be under no obligation whatsoever to return the deposit monies, in circumstances where orders for goods have been, or are placed by the Customer with Altro that await completion;
5.7.2 Altro shall be entitled, in its absolute discretion, to withdraw and pay to itself all or any part of the deposit funds and apply such monies against any outstanding invoice(s) of the Customer (which for the avoidance of doubt shall include any applicable VAT and other applicable taxes) regardless of the solvency (or otherwise) of the Customer; and
5.7.3 Altro shall be entitled to set off any claims it might have against the Customer in respect of any Contracts (which for the avoidance of doubt shall include any applicable VAT and other applicable taxes) against the deposit monies so held, regardless of the solvency (or otherwise) of the Customer.
5.8 If Altro has requested such monies to be deposited by a Customer in accordance with clause 5.7 above, and in the opinion of Altro such monies are either (i) not deposited or (ii) are insufficient for the value of the appropriate order(s) / Contract(s), Altro may at its own discretion refuse to commence, continue or complete any order and / or Contract.
6. DELIVERY AND COLLECTION
6.1 All times and dates given for delivery of goods are given in good faith but are estimates only and time for delivery shall not be of the essence under the Contract.
6.2 If Altro is unable to meet any delivery date, unless the delay is substantial and is the result of the wilful default or negligence of Altro, the delay shall not constitute a breach of the Contract and the Customer shall not be entitled to treat the Contract as thereby repudiated nor to rescind it or any other Contract with Altro in whole or in part nor to claim for any resulting direct or consequential loss or damage.
6.3 Where delivery is to site the Customer will be responsible for off-loading the goods and for storing them locked-up under cover and protected from the elements.
6.4 The Customer shall notify Altro in writing of any claim for loss or damage to goods in transit within 14 days of the date of despatch (in the case of non-delivery) and within 3 days of delivery (in the case of damage).
6.5 If goods are collected by the Customer, Altro's liability ceases when the goods are loaded onto the Customer's transport and no subsequent claims for breakages or shortages will be recognised.
7. QUALITY OF GOODS
7.1 Subject to these conditions, the goods to be provided shall:
7.1.1 conform as to quantity, quality and description with the Customer's order and any specification or standards stated or referred to in the order;
7.1.2 be of first-class materials and workmanship throughout and be executed with reasonable care and skill by properly qualified and experienced persons;
7.1.3 be equal in all material respects to any samples, patterns, demonstration or specification provided or given by either party;
7.1.4 be capable of any standard of performance specified in the Customer's order;
7.1.5 if the purpose for which they are required is indicated in the Customer's order, either expressly or by implication, be fit for that particular purpose; and
7.1.6 comply with any statutory rule or regulation that may be in force relating to the ordered goods.
7.2. Altro reserves the right to make any necessary changes to the goods from time to time.
8. RISK AND TITLE
8.1 The risk in the goods shall pass from Altro to the Customer upon delivery of such goods to the Customer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Customer until Altro has received in cash or cleared funds payment in full for all goods delivered to the Customer under this and all other Contracts between Altro and the Customer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other Contracts between Altro and the Customer under which the goods are delivered.
8.2 Where payment is to be made by instalments the property in respect of all goods supplied under this and all other Contracts shall not pass to the Customer until all instalment payments have been made.
8.3 Where, in accordance with clause 5.7 above, Altro has drawn down and applied all or any of the security deposit monies in satisfaction of Customer invoices, title and property in the goods, including all legal and beneficial ownership, shall pass to the Customer when all outstanding invoices (including any applicable interest) of that Customer have been paid in full, from the security deposit monies or otherwise.
8.4 Until payment in full has been made the Customer shall have possession of the goods as a bailee only, shall keep them separate from other assets and clearly marked as Altro's property, shall maintain them in satisfactory condition and shall not alter or add to them in any way.
8.5 The Customer shall be entitled to resell or use the goods in the normal course of the Customer's business provided that the Customer shall remain fully accountable to Altro for the goods and shall hold the proceeds of the sale on trust for Altro to the extent of the Customer's outstanding liability to Altro under this and all other Contracts and shall promptly remit all such proceeds to Altro until payment in full of all sums due under the Contract is made.
8.6 Property in any goods supplied shall not pass to the Customer or to any other person merely by virtue of their becoming affixed to the real or personal property of the Customer or such other person.
8.7 Altro shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from Altro.
8.8 The Customer shall keep the goods fully insured against all usual risks at the Customer's expense and ensure that Altro's interest is noted on the policy and shall, upon request, produce to Altro a valid policy of insurance in accordance with this clause.
8.9 The Customer's right to possession of the goods shall be terminated immediately if:
(a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
(b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other Contract between Altro and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
(c) the Customer encumbers or in any way charges any of the goods
8.10 The Customer grants Altro, its 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 Customer's right to possession has terminated, to recover them.
9. DEFAULT OR INSOLVENCY
9.1 If either Altro or the Customer:
9.1.1 commits a breach of any Contract and the breach remains unremedied 21 days after written notice by the other party;
9.1.2 makes or offers to make any composition with creditors;
9.1.3 commits any act of bankruptcy;
9.1.4 is the subject of any resolution or petition to wind-up the business (other than for the purpose of amalgamation or reconstruction);
9.1.5 has an administrator, receiver or administrative receiver appointed,
then the other party may terminate the Contract forthwith by giving written notice to the other party to that effect.
9.2 Where the Customer is in default of any payment or any term as to payment, whether under the Contract in question or any other Contract with Altro or otherwise from time to time due to Altro from the Customer, or is subject to clauses 9.1.1 to 9.1.5 above, then all sums owed to Altro by the Customer under all Contracts with Altro shall become immediately due and payable and Altro may:
9.2.1 cancel all relevant Contracts;
9.2.2 cease making any further deliveries to the Customer;
9.2.3 require the Customer by not less than 7 days' notice in writing to deliver up to Altro all and any goods in the Customer's possession which are the property of Altro;
9.2.4 enter the premises of the Customer to take possession of Altro's goods (using reasonable force if necessary but making good any damage thereby caused); or
9.2.5 sell the repossessed goods and apply the proceeds of sale towards satisfaction of the Customer's liability to Altro under the Contract of sale;
and Altro shall further be entitled:
9.2.5.1 to recover damages in respect of any loss or damage caused by the failure of the Customer to make payment in full by the due date; and
9.2.5.2 to be indemnified by the Customer against all legal and other costs incurred or paid by Altro in the process of seeking to regain possession of goods which were in the power, custody or possession of the Customer and to which title was vested in Altro, whether by virtue of general law or under the Contract in question or any other Contract with the Customer.
9.2.6 The Customer shall be liable to Altro for legal and any other costs incurred in the recovery of all monies owing.
10. LIEN
10.1 In addition to any right of lien to which Altro may by law be entitled, in the event of the Customer's insolvency, Altro shall be entitled to a general lien on all goods of the Customer in Altro's possession (whether paid for or otherwise) for the unpaid price of any other goods sold and delivered to the Customer by Altro under the same or any other contract.
10.2 In the case of any default of any term as to payment in respect of any Contract Altro reserves the right on the expiration of 7 days' notice to the Customer to resell any such goods in its possession, or any goods repossessed in accordance with clause 9, and to apply the proceeds of the sale to settle the Customer's debt to Altro.
11. LIABILITY
11.1 Altro will indemnify the Customer against any death or personal injury resulting from the negligence of Altro or its employees.
11.2 Where direct damage to property is caused by the negligence of Altro or its employees then Altro shall make good any such damage caused provided that Altro's total liability shall not exceed £1,000,000 in aggregate for any claim or claims resulting from any one or more related incidents.
11.3 Altro's liability as regards goods is limited to replacement (and where appropriate reinstallation) of any goods which within one year from the date of installation prove to be defective by reason of faulty materials or manufacture or become defective by reason of faulty installation by Altro. In such circumstances:
11.3.1 the Customer shall notify Altro in writing of the alleged defect within 10 days of the defect becoming apparent;
11.3.2 Altro will acknowledge any claim in writing and investigate such claim;
11.3.3 Altro shall not be liable for any other expense or labour costs not authorised by Altro or, for the avoidance of doubt, any damage caused as a result of sub-contracted third party acts where such sub-contractor has not been instructed and/or specifically authorised by Altro to undertake the work.
11.4 Any advice or recommendation given by Altro or its employees or agents to the Customer or its employees or agents as to the storage, installation, application or use of the goods which is not confirmed in writing by Altro is followed or acted upon entirely at the Customer’s own risk and accordingly Altro shall not be liable for any such advice or recommendation which is not so confirmed.
11.5 Altro shall not be liable for any indirect or consequential loss whatsoever whether arising from, or in connection with:
11.5.1 the supply of defective goods;
11.5.2 delay in delivery or non-delivery;
11.5.3 loss of or damage to goods in transit, or
11.5.4 damage to property of the Customer or any third party.
11.6 Any express or implied term, condition, representation or warranty not stated in these conditions is hereby excluded except the condition as to the title implied by Section 12 of the Sale of Goods Act 1979 and in the case of a sale to a consumer, the conditions and warranties implied by Sections, 13 14 and 15 of the same Act.
11.7 In the event of any resale by the Customer, the Customer shall similarly exclude liability and shall indemnify Altro against all liability of Altro consequent upon such resale.
11.8 For the avoidance of doubt, nothing contained herein affects the statutory rights of a consumer.
12. EXPORT LIABILITY
The Customer shall ensure that all import regulations of the country of destination and all local and national regulations and/or requirements which relate to the sale and use of the goods in that country are satisfied and shall indemnify Altro against all claims and demands whatsoever which arise whether directly or indirectly from the sale and use of the goods.
13. FORCE MAJEURE
Neither party shall be liable for delays in performance, or non-performance, due to causes beyond its reasonable control.
14. SELECTION OF GOODS
The selection of goods is a matter solely for the Customer who is strongly advised to ascertain in advance whether the goods are suitable for the purpose for which they are required.
15. SPECIFICATIONS
15.1 Except in the case of a sale to a consumer all illustrations and descriptions issued by Altro are of an informative nature only and are not part of any specification.
15.2 Altro reserves the right to modify any specification as necessary.
15.3 Altro shall not in any event be liable for the inaccuracy of any information or document not originating from Altro.
15.4 All specifications, illustrations and descriptions are copyright and remain the property of Altro at all times. They may not be copied or released to third parties and must be returned to Altro at its request at any time.
16. CANCELLATIONS
Cancellation of an order, or part of an order, by the Customer shall be on such terms as agreed by Altro, in writing.
17. ALTERATIONS
Goods supplied by Altro shall not be altered or modified in any way.
18. WAIVER
The failure of either party to insist upon the strict performance of any provision of these conditions shall not be deemed to be a waiver of that party's rights and remedies nor shall it constitute a precedent as regards subsequent contracts.
19. SEVERANCE
If any provision of these conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these conditions which shall remain in full force and effect.
20. THIRD PARTY RIGHTS
A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
21. LAW
The agreement between the parties shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.
22. ANTI-BRIBERY
Altro has a strict anti-bribery policy. Altro will not engage in bribery or corruption in any form and has a zero tolerance approach to breach whether it involves private individuals or public officials. A full copy of our policy is available upon request.
For details of how we deal with personal data please go to https://www.altro.co.uk/Privacy-policy. If you have any questions about how we deal with personal data or you would like a copy of our privacy policy, please contact us at mydata@altro.com
ALTRO FLOORS AND WALLS
GENERAL TERMS AND CONDITIONS OF PURCHASE
The following definitions will apply to these conditions:
"Altro" means Altro Limited (Company number 00154159) whose registered office is at Works Road, Letchworth Garden City, Hertfordshire SG6 1NW.
"The Supplier" means the person, firm, body or company with whom Altro contracts.
"Goods" include any goods or services to be provided by the Supplier.
"Order" means a purchase order in respect of the Goods issued by Altro to the Supplier on Altro's official purchase order form, together with all documents referred to in it.
"Conditions" means these terms and conditions of purchase.
Except where expressly agreed otherwise by Altro in writing every purchase shall be subject to these conditions. By commencing work on this Order the Supplier will be deemed to have accepted these conditions.
3.1 Altro accepts no liability for any Goods delivered or services provided unless the Order has been placed or amended on Altro's behalf by a duly authorised officer of Altro.
3.2 No Order is binding on Altro unless issued on Altro's Order Form duly signed on Altro's behalf by an authorised officer of Altro.
All prices stated on the Order are fixed and are not subject to alteration. All prices quoted on the Order will include packaging and delivery at no extra cost to Altro unless otherwise stated.
The Supplier will package the Goods in a manner suitable for transit and/or storage.
6.1 Time shall be of the essence in respect of the Order.
6.2 Unless otherwise specified by Altro delivery of the Goods shall be effected by the Supplier at their own risk and expense (including the risk of deterioration in the Goods in the course of transit) at the place and on the date(s) specified in the Order.
6.3 In the event of the Goods not being made available on the date(s) specified in the Order, Altro retains the right to cancel the Order pursuant to clause 6.1.
If the Goods do not comply with the Order, or meet the specification, or satisfy fitness for purpose, or if any of the Conditions of the Order are broken or not complied with by the Supplier, or it is clear that the Supplier is unable to perform its part of the Order, Altro shall at its absolute discretion be entitled to reject the Goods and/or rescind the Order (notwithstanding that the property in the Goods may have passed) by giving written notice to the Supplier and the following provisions shall where appropriate apply:
7.1 Altro shall return to the Supplier at the Supplier's risk and expense any rejected Goods or any Goods already delivered which by reason of non-delivery of the balance are not reasonably capable of use by Altro or, at Altro's option Altro shall require the Supplier to collect the same;
7.2 Altro may at its absolute discretion require the Supplier either to restore or rectify the Goods to Altro's satisfaction and at the Supplier's expense or to replace any Goods so rejected upon the same Conditions as herein stated; and
7.3 The Supplier will repay to Altro any money paid by Altro in respect of any rejected or undelivered Goods.
Neither party shall be liable for delays in performance or non-performance due to causes beyond its reasonable control.
If any provision of these conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these conditions which shall remain in full force and effect.
10.1 Subject to these conditions, the Goods to be provided shall:
10.1.1 conform as to quantity, quality and description with the Order and any specification or standards stated or referred to in the Order;
10.1.2 be of first-class materials and workmanship throughout and be executed with reasonable care and skill by properly qualified and experienced persons;
10.1.3 be equal in all respects to any samples, patterns, demonstration or specification provided or given by either party;
10.1.4 be capable of any standard of performance specified in the Order;
10.1.5 if the purpose for which they are required is indicated in the Order, either expressly or by implication, be fit for that purpose; and
10.1.6 comply with any statutory rule or regulation that may be in force relating to the Goods.
Without prejudice to any legal or equitable remedies available for any breach of the agreement, if either party defaults on any of its obligations under this agreement and fails to comply with a written notice from the other party warning against a further default of a similar nature or, if it is practicable, requiring the default to be remedied within a reasonable period specified by the notice then that other party may terminate the agreement immediately by giving the other party written notice to that effect.
12.1 If the Supplier, being an individual, becomes bankrupt or insolvent or has a receiving order made against him or compounds with his creditors or, being a company, is wound up or becomes insolvent or has a receiver or administrative receiver appointed or suffers the appointment or the presentation of a petition for the appointment of an administrator, Altro shall be at liberty (but not bound) at any time after that:
12.1.1 to cancel all or any part of the Order immediately by notice and to collect immediately all material, goods, tools or articles of any description sent to the Supplier for any purpose; or
12.1.2 to give the Supplier or the receiver, liquidator or other person the option of carrying on with the Order subject to his providing a guarantee up to an amount to be agreed for the due and faithful execution of the Order.
13.1 This Order and its related subject matter shall be treated as confidential between the parties and shall not be disclosed or publicised to any third party for any reason without Altro's prior written consent.
13.2 The Supplier will not use Altro's name or other identity for advertising or publicity purposes without Altro's prior written consent.
The person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy or any person which exists or is available otherwise than pursuant to that Act.
15.1 The agreement between the parties shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.
15.2 These conditions shall have precedence over any conditions appearing on any quotation, acceptance form, delivery form, invoice or other document or letter emanating from the Supplier and such conditions shall have no effect whatever except insofar as they are expressly accepted in writing by Altro.
15.3 Nothing in these conditions shall prejudice any condition or warranty (expressed or implied) or right or remedy to which Altro is entitled in relation to the contract by virtue of statute or common law. The rights and remedies conferred upon Altro by these conditions are in addition to and in no way in substitution for any conditions, warranties or other rights or remedies conferred on Altro or implied by law.
Altro has a strict anti-bribery policy. Altro will not engage in bribery or corruption in any form and has a zero tolerance approach to breach whether it involves private individuals or public officials. A full copy of our policy is available upon request.
For details of how we deal with personal data please go to https://www.altro.co.uk/Privacy-policy. If you have any questions about how we deal with personal data or you would like a copy of our privacy policy, please contact us at mydata@altro.com
