Ambic Terms and Conditions

1.        DEFINITIONS

1.1      ‘Company' means Ambic Limited who contracts with the Customer for the sale of Goods.

1.2      ‘Customer' means you as the Purchaser or Buyer placing an ‘Order' for ‘Goods' or services (if any) with the Company.

1.3      ‘Order' means the Order (whether written or oral) placed in respect of the Goods.

1.4      ‘Goods' means the goods or services (if any) and all other goods whenever ordered by the Customer from the Company.

1.5      ‘Contract' means any contracts made between the Company and the Customer for the sale and purchase of Goods that shall include (but not limited to) contracts entered into between the Company and the Customer arising from Orders.

1.6      ‘Price' means the price payable for the Goods based on the price specified by the Company in a quotation (whilst the quotation remains valid). Any quoted price is merely an invitation to treat and no order whether based on a quotation or not shall create a binding contract between the Company and the Customer until the Company has accepted such order.

1.7      ‘Drawing' means the precise drawing as generated by a person duly authorised on behalf of the Company for furniture and room design and conception that indicate the type, size, surface, colour and general specification of items of furniture and fixtures. The Drawing accompanies a quotation to define the Goods being proposed for sale to the Customer.

2.        CONSUMERS

2.1      Nothing in these Conditions shall affect the statutory rights of a Customer who in relation to the Company "deals as consumer" as defined in Section 12 of the Unfair Contract Terms Act 1977.

3.        CONTRACT FORMATION

3.1      Orders may be placed by post, fax, e-mail or via the internet.

3.2      Any special arrangements made between the Company and the Customer shall only be binding on the Company if made by a person in writing who is duly authorised by the Company for that purpose.

3.3      No Contract will exist between the Customer and the Company until the Company accepts the Purchaser's Order.

3.4      Any quotation and/or mail order material provided by the Company shall be deemed as an ‘invitation to treat' and not an offer.

3.5      The Contract incorporates the Order and any specifications or conditions referred to within it. The Ambic Limited Terms and Conditions as set out are all terms and conditions implied by law.

3.6      The Company reserves the right to amend these terms and conditions at any time without giving notice.

3.7      The Company and the Customer agree that the Contracts (Right of Third Parties) Act 1999 shall not apply in any Contracts.

3.8      In the event of any dispute as to the Order the Company's version of the Order shall be deemed as the authoritative Order and the Customer shall not dispute the correctness of the same.

3.9      It is the responsibility of the Customer to ensure that the content of their Order accurately represents their required Goods and is accurate to the content of the most up-to-date Drawings, quotations and any Confirmation of Order as supplied by the Company. The Company will use the content and specifications contained within the approved Drawing as the fundamental components of the Order.

4.        PRICES

4.1      Price means the price payable for the Goods as stated in the Company quotation (whilst the quotation remains valid).

4.2      Prices quoted in Company catalogues and websites are exclusive of Value Added Tax and are subject to variation without notice at any time before acceptance of the Order. Value Added Tax will be added to the invoice at the appropriate rate ruling at the time.

4.3      Prices quoted in this catalogue are exclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods.

4.4      All Prices quoted in this catalogue are correct as far as is reasonably ascertained at the time of going to press. The Company reserves the right, however, to amend the Prices in the event of error.

4.5      The Company reserves the right prior to accepting the Order to increase the Price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (including, without limitation, increase in the cost of labour, materials, or other costs of production or supply) unless otherwise expressly agreed in writing by the Company with the Customer.

4.6      The Company reserves the right to charge the Customer for the packaging, packing, shipping, carriage, insurance or delivery of Goods in accordance with Clause 6.

4.7      Quoted Prices by the Company for the quantities of Goods shall apply only to Orders for those quantities without alteration or amendment.

5.        PAYMENT & ACCEPTANCE

5.01    The Company will invoice the Customer for the Price of the Goods and any additional charges as per Clause 6.

5.02    Unless otherwise agreed in writing by the Company, payment of the full price (including VAT and any other charges for the goods) shall be made within the number of days stated on the Company's invoice.

5.03    All payments shall be made in full without any set-off, restriction or retention unless agreed in writing by the Company.

5.04    No payment of the Goods will be deemed to have been received until the Company have received cleared funds.

5.05    The Customer's order can only be validly accepted by a person duly authorised on behalf of the Company.

5.06    Where the Company has delivered part of the order the Company shall be entitled to payment for that part.

5.07    If the Customer fails to make any payment to the Company on or before the due date the Customer shall pay to the Company the value of other invoices delivered as if the same were immediately due. The Company may suspend the supply of goods ordered by the Customer and recover from the Customer the cost of any items or stock purchased as a result of the Customer's order, any other order that is in production, and any consequential loss of profit. The Company shall be under no obligation to continue to supply Goods to the Customer unless and until the Customer has paid in advance the total cost of anticipated cost of the order including the value of any other invoices delivered to the Customer on behalf of the Company.

5.08    If any invoice is not paid on or before the due date the Company reserve the right to charge the Customer interest which shall accrue on a daily basis from the due date to the date of receipt of payment on the principle sum outstanding at the rate of twelve per cent above the base rate at that date.

5.09    Ownership of the Goods shall remain with the Company and will not pass to the Customer until the Company is paid in full for all of the Goods and no other amounts are owed by the Customer to the Company in respect of other goods supplied by the Company.

5.10    Until such a time as the Goods become the Customer's property, the Customer shall hold the Goods as Bailee in Fiduciary Capacity for the Company and shall keep the Goods separate from the Goods of the Customer and third parties and properly stored, protected, insured and identified as the property of the Company. The Customer shall be entitled to use the Goods during this period in the ordinary course of its business.

5.11    Upon such a time as the Goods become the property of the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon the premises of the Customer or any other third party where the Goods are stored and repossess the Goods.

6.        DELIVERY & CARRIAGE

6.1      The Company will deliver loose furniture Goods to the Customer to one ground floor location at a UK address that is secure, undercover and weatherproof. Goods being installed by the Company will be delivered and fitted at the permanent location within the premises.

6.2      If the Customer fails to take delivery of the Goods in accordance with Clause 6.1 or fails to give the Company adequate delivery instructions then the Company may make an additional charge to cover delivery and storage costs.

6.3      Every effort will be made to complete deliveries by the Company in accordance with the Customer's requirements but any time or date for the despatch or delivery of Goods shall be taken as merely an estimate made by the Company in good faith which the Company shall use its endeavours to fulfil but shall not be binding on the Company either as a term of the contract or otherwise. In no circumstances shall the Company be liable for any loss or damage sustained by the Customer in consequence of any failure by the Company to adhere to such times or dates or in any consequence of any delay in such despatch, delivery, commencement or completion however caused.

6.4      Carriage is paid for standard items delivered within a 30mile radius of the Company's manufacturing premises. This is at the sole discretion of the Company.

6.5      The delivery options will be discussed by the Company with the Customer for all Orders where delivery is outside of the area designated in Clause 6.4.

6.6      All Orders for delivery outside of the area designated in Clause 6.4 are subject to a carriage surcharge reflective of the delivery method chosen and will be clearly indicated at the time and charged to the Customer on placement of their Order.

6.7      Carriage cost is at the discretion of the Company and may be wavered on substantial Order values by a person duly authorised on behalf of the Company.

6.8      Any claim of the Customer that the Company has failed to deliver the required quantity or type of Goods shall be made in writing to the Company no later than three days after receipt by the Customer of the Goods.

7.        RISKS

7.1      The Customer agrees that risk of loss and damage of Goods passes to the Customer upon acceptance of delivery of the Goods or on the date where the Company attempts first delivery in respect of the Goods. The title to the Goods shall not pass until the Company receives cleared payment in accordance with Clause 5.

7.2      The risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery whereby the Customer shall insure the Goods for their full reinstatement value until such time as the title of the Goods passes to the Customer.

8.        CANCELLATIONS AND RETURNS

8.1      The Company has taken every effort to ensure accurate interpretation of Customer requirements as indicated within Drawings and quotations supplied to the Customer. Goods cannot be accepted for return to, or replacement by the Company without prior approval by a person duly authorised on behalf of the Company.

8.2      Orders placed by the Customer are not subject to cancellation either wholly or in part except with the written consent of the Company. Such consent will usually be given upon terms that the Customer shall reimburse the Company for any loss expense or time spent occasioned by the cancellation and the manufacture of materials and Goods contained within the Order.

9.        DAMAGE, LIABILITY AND WARRANTIES

9.1      Any Goods delivered to the Customer will be deemed to be in good condition unless the Customer informs the Company of any defects, faults or malfunctions of the Goods (known as ‘Faults') within seven working days from the day of receipt of the Goods. If the Faults are not ascertainable from reasonable inspection, the Customer should inform the Company as soon as is practicable.

9.2      The Company will at its discretion replace, repair or refund the purchase and carriage price upon the return of faulty goods which are defective by reason of faulty material or workmanship provided that the Customer has notified the Company in accordance with Clause 9.1 but the Company shall have no further liability to the Customer.

9.3      If delivery is not refused and the Customer does not notify the Company in accordance with Clause 9.1 then the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price for the Goods.

9.4.1   Where the delivery of Goods by staff in the employ of the Company are refused and rejected for reasons of damage to the Goods incurred during transit then the Company will replace and redeliver the damaged Goods at no additional cost to the Customer and as quickly as is practicable.

9.4.2   Refusal of delivered Goods that have been delivered by a third party (or parties) appointed by the Company must be notified to the Company immediately (or as soon as is practicable) at which time an investigation into the refusal will be undertaken by the Company or parties appointed by them.

9.4.3   It is the responsibility of the Customer to check the condition of the Goods prior to signing any acceptance documentation and whilst the delivery company employee is on the Customer's premises. Signing for delivered Goods is binding acceptance by the Customer that those Goods have been delivered and received in an undamaged condition and as per the content of their Order (Clause 3.9) and the Order will be invoiced by the Company (Clause 5.01).

9.4.4   Acceptance of delivered Goods that have been delivered by a third party (or parties) appointed by the Company is acceptance by the Customer that the Goods are received in an undamaged state and in good condition whereby the Company shall have no further liability to the Customer with the exception of the Goods having Faults as indicated in Clause 9.1 and the Customer shall be bound to pay the price for the Goods as indicated in Clause 9.3.

9.5.1   The Company is proud of the engineering and manufacturing quality of its furniture and guarantees the Goods for a period of twelve months from invoice date that fail under normal use as a result of a defect in material or workmanship and subject to conditions in Clause 9.5.2, 9.5.3 and 9.6. This warranty is non-assignable and extends only to the original purchasers for Goods that have been fully paid for under conditions in Clause 5.

9.5.2   The Company shall not be liable for any Faults in respect of the Goods if such Faults arose as a result of the Goods being improperly used or treated; or such Faults were the result of unauthorised modification of the Goods by the Customer or third parties without the written consent of the Company.

9.5.3   The Company shall not be liable for any Faults in respect of any defect that arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse or abuse or any failure by the Customer to install and/or maintain or repair the Goods.

9.6.1   The warranty does not cover and the Company shall be under no liability in respect of excessive changes in surface finish due to aging, exposure to light, or chemical abrasion.

9.6.2   The warranty does not cover and the Company shall be under no liability in respect of natural changes in wood or surface grain or the presence of character marks.

9.6.3   The warranty does not cover and the Company shall be under no liability in respect of the matching of colours, grains, or textures of natural materials.

9.6.4   The warranty does not cover and the Company shall be under no liability in respect of Goods that are exposed to extreme environmental conditions.

9.7      The Company shall be under no liability whatsoever in respect of any advice it has given or views it has expressed to the Customer's request.

9.8      The Company shall not be liable in any manner whatsoever whether in contract, tort, misrepresentation or otherwise for an indirect or consequential loss, damage, injury however caused which may arise out of or in connection with the supply of the Goods or materials to the Customer or the execution of work for the Customer.

9.9      The Company's entire liability in connection with the sale of the Goods to the Customer shall not exceed the price paid by the Customer for the Goods, except where expressly provided otherwise.

10.      FORCE MAJEURE

10.1    The Company shall not be liable to the Customer or be deemed in breach of these Conditions for any delay in performing or failure to perform any of the Company's obligations in relation to the Goods if delay or failure were due to any cause beyond the Company's reasonable control. None exhaustive illustrations of causes beyond the Company's control include Act of God, war, riot, civil commotion, explosion, abnormal weather conditions, fire, flood, accident, strikes, lock outs, trade disputes, industrial action, or requisition.

10.2    The Company shall not be liable to the Customer or be deemed in breach of these Conditions for any delay in performing or failure to perform any of the Company's obligations in relation to the Goods if delay or failure were due to any cause beyond the Company's reasonable control such as acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.

11.      CORRESPONDENCE

11.1    Any correspondence should be directed to the Company known as Ambic Limited, Stella Gill Industrial Estate, Pelton Fell, Chester-le-Street, County Durham, DH2 2RH.

12.      DISCLAIMER

12.1    Whilst every effort is made to ensure all specifications, prices and descriptions shown in promotional and marketing material produced by the Company are as accurate as possible the Company cannot be held responsible for any errors or omissions that may occur.

12.2    Whilst every effort is made to ensure that accurate representation of surface and Goods colour is faithful, all promotional and marketing material produced by the Company is intended for general colour guidance only. All pictures are for illustration purposes only and where every effort has been made for them to reveal an accurate representation of the Goods the Company recommend that the Customer confirm product dimensions and surface colour with a member of the sales team as colour samples are available on request.

13.      WAIVER

13.1    Unless otherwise agreed in writing, no concession, payment, delivery or other action or omission by the Company shall constitute any waiver of it rights hereunder in respect of any existing or future contract.

14.      LAW AND JURISDICTION

14.1    These conditions shall be governed by and construed in accordance with English law and the English Courts shall have jurisdiction.