AJR Office Interiors Ltd

Terms and Conditions

1. Terms of Contract

1.1 These terms and conditions shall govern all sales of goods or services by AJR Office Interiors Ltd (AJR) to any Customer. Purchase orders or written instruction by the Customer shall constitute offers to buy and no contract shall exist until the order or written instruction has been accepted by AJR, and such contract shall be subject to AJR's terms and conditions herein set out. The conditions of the Customer's purchase order or written instruction shall not form part of the Contract unless expressly agreed by AJR in writing. The Customer's purchase order or written instruction must be in writing and must be clearly outlined.

1.2 All orders or written instructions accepted by AJR are only accepted under these terms and conditions, and to the exclusion of any terms and conditions.

1.3 No variation of these conditions shall be effective unless in writing and signed by or on behalf of both parties. Notwithstanding any variation these conditions shall continue to apply except in so far as they are specifically excluded in writing by AJR. The Customer acknowledges there are no representations outside these terms and conditions which have induced him to enter into the contract.

2. Price

2.1 The price is exclusive of any VAT and any other tax which shall be paid by the Customer.

2.2 The price of the Goods or Services shall be AJR's quoted price, any variations to the original quotation requested by the Customer will be made in writing to AJR.

2.3 A quotation given by AJR will constitute an offer to treat only. Any order from the Customer based on the quotation shall constitute an offer and no contract shall exist until accepted by AJR as herein provided.

2.4 The time of payment of the price shall be of the essence of the contract.

3. Terms of Payment

3.1 Subject to any special terms agreed in writing between AJR and the Customer, AJR shall be entitled to invoice the Customer for the price of the goods or services:

a) On or at any time after the delivery of goods or services.

3.2 The due date for the payment by the Customer of the price of the Goods or services shall be thirty days after the date of issue by AJR of the invoice for the Goods or Services.

3.3 Any payment on account will be allocated against the Customer's longest outstanding invoices first, as determined solely by AJR.

3.4 Where the Buyer fails to make any payment by the due date, without prejudice to any other right or remedy available to AJR, AJR reserves the right to charge interest on the amount unpaid by 4% over HSBC Bank base rate from time to time, calculated on a daily basis, from the due date, until payment is received in full.

4. Delivery of Goods and Services

4.1 Delivery of Goods and Services will be made to the Customer at an agreed United Kingdom site. Delivery dates and times are given in good faith but from time to time may require extending due to variations of the original contract. No liability will attach to AJR for failure to meet the quoted delivery date of such Goods or Services.

5. Title, Property and Risk

5.1 The title to and the property in the Goods shall not pass to the Customer until AJR has received in cleared funds, payment in full of the price of the Goods and all other Goods agreed to be sold by AJR to the Customer for which payment if then due.

5.2 Until title to and the property in Goods passes to the Customer, the Customer shall not pledge the Goods or documents of title thereto, or allow any lien to arise thereon.

5.3 Where the Customer fails to make payment, AJR, without prejudice to any other right or remedy available to it, shall be entitled to enter upon any premises of the Customer and repossess the Goods.

5.4 Risk of loss or of damage to the Goods shall pass to the Customer:

a) In the case of Goods being delivered direct to a Customer's premises and where acceptance of delivery has been made by the Customer.

6. Cancellation of Order or Written Instruction

6.1 The Customer with AJR's consent, which shall not be unreasonably withheld, may cancel any order or written instruction for Goods or Services within 24 hours of date of such order or written instruction. If the Customer fails to give sufficient notice, goods ordered for said order or written instruction shall be paid by the Customer in full.

7. Force Majeure

7.1 AJR shall not be liable for non-performance or delay in performance or for any loss or damage to the Goods due to an acts of God, war, riot, embargo, labour dispute, strike, lock-out,civil commotion, fire, flood,theft, acts of civil or military authorities, earthquake,shortage of labour or materials, confiscation, delays in delivery or services of manufacturers, suppliers and sub-contractors, prohibition of import or export or any other unforeseen event (whether or not similar in nature to those specified) outside its reasonable control.

8. Default of the Customer

If the Customer shall commit a breach of these conditions or of any of its obligations to AJR or if any arrestment, distress or execution shall be levied upon the Customer's property or assets or if the Customer shall make or offer to make any arrangement or composition with its creditors, or become subject to an administration order, or commit any act of bankruptcy, or become apparently insolvent or grant a trust deed for its creditors, or if any petition or receiving order in bankruptcy shall be presented or made against it, or if the Customer shall be a limited company and any resolution or petition to wind up such company's business (other than for the purposes of amalgamation or reconstruction) shall be passed or presented, or it a receiver of such company's undertaking, property or assets or any part thereof shall be appointed, or if AJR considers the arrangements for payment by the Customer or the Customer's credit to be unsatisfactory, AJR shall, at its sole discretion, have the right forthwith to terminate any contract subsisting with the Customer, with out prejudice to any claim or right or remedy available to AJR or rend an invoice for the full balance of the orders not then completed.

9. Installation

9.1 When an order or written confirmation includes installation by AJR or its agents, the prices quoted by AJR to the Customer will assume that:

a) The site is ready for installation to commence at the agreed time;

b) Installation is to be completed within normal working hours;

c) Site access is available at all times necessary to complete the installation;

9.2 Should any of the conditions set out in 9.1 not be met, AJR shall charge the Customer for the excess at AJR's current rates (including travel and overtime rates).

9.3 It is the Customer's responsibility to provide a safe environment for AJR's employees and/or contractors to carry out any installation. Without detracting from the generality of the foregoing such provision must include heating, lighting and power supplies.

9.4 If according to AJR, the form of services or the terms of engagement under which the quotation has been provided change in any manner, AJR reserves the right to vary or amend the quotation.

10. Warranties

A warranty of one year from date of installation shall be given to the Customer, however, this does not include normal wear and tear and damage caused by the Customer

11. Insurance

The Customer shall insure the Goods, whether or not installed, against fire, theft, damage and other normal insurance risks, for their replacement cost. Where on-site works are executed on the Customer's premises by AJR or its sub-contractors, the Customer shall notify their insurers of such works taking place and ensure they are fully covered for the duration of the works.

12. General

12.1 These terms and conditions constitute the entire agreement between the parties and supersede all prior agreements and understandings between them.

12.2 These terms and conditions may only be altered or amended by the mutual consent of both parties. Such alterations or amendments shall be in writing and shall only become part of these terms and conditions duly agreed and signed by both parties.

12.3 Invoices must be paid in full with no deduction or set-off.

12.4 The headings in these conditions are for convenience only and shall not affect their interpretation.

12.5 AJR may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.

12.6 Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this agreement and its only remedies shall be for breach of contract.

12.7 The Contract shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.