| 1. | Definitions and Interpretation |
| 1.1. | In these Conditions the following words have the following meanings:
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"Authorised Customers" means those customers notified by the Company in writing that they are authorized customers
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"Company" means Amazon Leisure (UK) Limited (Registered Number 3762251) whose Registered Offices is at
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" Contract" means any contract between the Company and the Customer for the Sale of Goods or supply of services incorporating these Conditions
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"Customer" means the person(s) firm or company who purchases the Goods from the Company
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"Order Acknowledgement" means the written acknowledgement issued by the Company accepting an order by the Customer
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"Goods" means any goods agreed in the Contract to be supplied to the Customer by the Company
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"Services" means any services performed by the Company in accordance with the Contract
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| 2. | Contract |
| 2.1. | Subject to any variation under Condition 2.3. the Contract will be subject to these Conditions to the exclusion of all other terms and conditions
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| 2.2. | Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions. It is the Customer's obligations to ensure that the terms of its order and any applicable specification are complete and accurate
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| 2.3. | Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and executed by the Company
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| 2.4. | No order placed by the Customer shall be deemed to be accepted by the Company until an Order Acknowledgement is issued by the Company or (if earlier) the Company despatches the Goods to the Customer or the Company commences performance of the Services. Any order shall be accepted entirely at the discretion of the Company
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| 2.5. | Any quotation or estimate made by the Company is given subject to these Conditions. Without prejudice to the Company's right not to accept an order, quotations will be valid for 30 days from the date of issue
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| 2.6. | The Customer will pay a 20% non-refundable deposit on receipt of the Company's written Order Acknowledgement.
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| 2.7. | The Customer can only cancel an order (or any part of an order) which the Company has already accepted, with the Company's prior agreement in writing and provided that the Customer indemnifies the Company in full for any losses incurred by the Company.
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| 3. | Delivery and Acceptance of Goods |
| 3.1. | Any dates specified by the Company for delivery of the Goods or performance of Services are intended to be an estimate only and time for delivery or performance shall not be of the essence
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| 3.2. | The Company may at its own discretion arrange for the Goods to be delivered on more than one delivery date and in those circumstances each delivery will be deemed to be a separate contract
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| 3.3. | If for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorizations then the Goods will be deemed to have been delivered, risk passing to the Customer (including for loss or damage caused by the Company's negligence) and the Company may:
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| | (a) | store the Goods until actual delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage, re-delivery and insurance); or
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| (b) | sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Customer for any shortfall below the Contract price
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| 3.4. | The Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless the customer notifies the Company in writing of any defect or other failure of the Goods to conform with the Contract within 7 days of the date of delivery of the Goods where the defect or failure would be apparent upon reasonable inspection and testing of the Goods or within a reasonable time where the defect or failure would not be so apparent within 7 days of the date of delivery, failing which 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 as if the Goods had been delivered in accordance with the Contract
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| 3.5. | Goods once delivered may not be returned unless their return is agreed in advance in writing by the Company and subject to the following conditions:
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| | (a) | Goods are returned in a new and unused condition;
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| (b) | Any packaging remains unbroken and in reasonable condition;
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| (c) | Returns are made within 2 weeks of delivery of those Goods, all transport and other re-delivery costs of whatever nature are paid by the Customer
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| (d) | Returned goods shall be accompanied by a written record of invoice number, date and a note of reasons for their return
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| 4. | Provision of Services |
| 4.1. | The Company will charge a minimum charge of 8 hours per day for Contracts for the delivery and/or installation of goods
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| 4.2. | The Company reserves the right to review its charges from time to time. Details are available to the Customer from the Company's website or by e- mail, post or fax at the Customer's request
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| 4.3. | The Customer must notify the Company at least 24 hours before cancelling the date of delivery or installation of goods failing which the minimum charge referred to at 4.1. above will be payable
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| 4.4. | The Customer is liable for any incidental charges necessary to allow installation of the goods (for the avoidance of doubt incidental charges will include the removal of fixtures and fittings including doors and windows and any other cost necessary to permit installation to occur).
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| 5. | Provision of Storage Facilities |
| 5.1. | Where the Company agrees to provide storage facilities, the Company will on receipt of the goods prepare an inventory which will be conclusive evidence of the goods stored unless the Customer notifies the Company in writing of an error within 7 days of receiving the inventory. Such indication shall not be effective unless acknowledged by the Company in writing to the Customer
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| 5.2. | Payments for storage charges will be payable 3 months in advance. No refund will be made if goods are removed by the Customer during the 3 month period
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| 5.3. | All charges (including removal charges) shall be paid (and any cheques cleared) before the goods are removed from storage
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| 5.4. | Revision of storage charges - the Company shall be entitled to revise storage charges from time to time. The Company will give the Customer at least 28 days notice of an increase in charges. Such increase to take effect at the beginning of the next accounting period
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| 5.5. | Termination of storage contract - |
| | (a) | the Customer shall be entitled to terminate the storage contract by giving the Company at least 3 months notice in writing. The notice shall not be effective unless received by the Company. If the Company agrees to release the goods on less than 3 months notice the Company reserves the right to charge for the full 3 months period of notice.
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| (b) | provided the Customer is not in arrears with the payment of storage charges, the Company shall not terminate the storage contract save on 3 months notice in writing |
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| 5.5. | Handling - the Company shall be entitled to make a separate charge for loading or unloading the goods and if the Customer elects to make his own arrangements for the delivery or collection of goods to or from the warehouse a charge for the loading or unloading of goods from the time they are received by Amazon or handed over to Amazon
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| 5.6. | Unless otherwise agreed, it is the Customers responsibility to insure against losses whilst goods are in the care of the Company
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| 6. | Passing of Risk and Legal Title |
| 6.1. | The Goods shall be at risk of the Customer from the time of delivery
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| 6.2. | Full legal, beneficial and equitable title to and property in the Goods shall remain vested in the Company (even though they have been delivered and risk has passed to the Customer) until payment in full, in cash or cleared funds, for all the Goods has been received by the Company and all other money payable by the Customer to the Company on any other account or under the Contract or any other contract has been received by the Company
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| | (a) | the Customer shall hold the Goods as the Company's bailee;
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| (b) | the Customer shall store the Goods at its premises in a proper manner in conditions which adequately protect and preserve the Goods separately from any other goods (whether or not supplied by the Company) and ensure that they are clearly identifiable as belonging to the Company and shall insure them, without any charge to the Company;
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| (c) | the Company may at any time, on demand and without prior notice, require the Customer to deliver the Goods up to the Company and the Company may repossess and resell the Goods if any of the events specified in Condition 12 occurs or if any sum due to the Company from the Customer under the Contract or on any other account or under any other contract is not paid when due; |
| (d) | for the purposes of this Condition 6 the Company, its employees, agents and sub-contractors will be entitled to free and unrestricted access to any premises owned, occupied or controlled by the Customer and/or any other location where any of the Goods are situated at any time without prior notice;
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| (e) | the Company shall be entitled to maintain an action against the Customer for the price of the Goods notwithstanding that legal equitable and beneficial title to and property in the Goods has not passed to the Customer; and
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| (f) | the Company hereby authorizes the Customer to use and/or sell the Goods in the normal course of the Customer's business and to pass good title in the Goods to its customers, if they are purchasers in good faith without notice of the Company's rights. This right shall automatically cease on the occurrence of any event set out in Condition 12 and/or if any sum owed to the Company by the Customer is not paid when due. If the Customer sells the Goods prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for the Company and shall immediately pay the proceeds of the sale into a separate bank account. At the Company's request the Customer shall assign to the Company all claims that the Customer may have against purchasers of the Goods from the Customer
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| 7. | Price and Payment |
| 7.1. | Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company's price list published on the date the Contract is concluded and evidenced on the Order Acknowledgement
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| 7.2. | Unless otherwise agreed in writing the price for the Goods to be delivered within mainland UK will include carriage and installation where appropriate (for the avoidance of doubt installation will include delivery to point of access, the placing of equipment in required position, the building and commissioning of equipment and brief explanation of basic start up procedures. Installation does not include the removal of any fixtures and fittings including existing aperture (doors/windows and so on) nor a full demonstration of the Goods. If fixtures and fittings are required to be removed to allow installation then the Customer must arrange this through the Company or another third party at the Customer's cost and entirely at the Customer's own risk)
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| 7.3. | The Company shall have the right to raise an invoice at any time. Payment of the price for the Goods is due by cleared funds prior to the delivery of Goods or the commencement of performance of Services unless the Customer is an Authorised Customer in which case payment is due within 30 days of the date of invoice. Time for payment shall be of the essence
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| 7.4. | The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise
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| 7.5. | If any sum due from the Customer to the Company under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to the Company shall become due and payable immediately and the Company shall be entitled to :
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| | (a) | cancel or suspend its performance of the Contract or any order including suspending deliveries of the Goods;
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| (b) | require the Customer to pay for Goods prior to their dispatch or collection form the Company's place of business; and
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| (c) | charge the Customer
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| | (i) | interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment at the rate of 4% per annum above Barclays Bank PLC base rate prevailing from time to time until payment is made in full;
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| (ii) | reasonable debt recovery costs; and
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| (iii) | the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings otherwise pursuing a debt recovery procedure
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| 8. | Warranty of Quality of Goods |
| 8.1. | The Company warrants the Goods (if at all) on the terms set out on the Order Acknowledgement
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| 8.2. | The warranties set out on the Order Acknowledgement are the only warranties which shall be given by the Company and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract
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| 9. | Exclusion and Limitation of Liability |
| 9.1. | Nothing in these Conditions shall exclude or limit the Company's liability for death or personal injury caused by the Company's negligence or for fraudulent misrepresentation or any liability that cannot legally be limited
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| 9.2. | The Company shall not be liable for any economic loss or loss of profit (direct or indirect), or any indirect, special or consequential loss or damage howsoever caused, or any liability arising to any third party
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| 9.3. | The total aggregate liability of the Company in connection with this Contract whether for negligence or breach of contract or otherwise shall in no event exceed the price paid or payable by the Customer for the goods or services provided or the upper limit of the Company's insurance (whichever is the greater)
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| 10. | Subcontracting, Assignment and Third Party Rights |
| 10.1. | The Customer shall not be entitled to assign, charge, subcontract or transfer the Contract or any part of it without the prior written consent of the Company. The Company may assign, charge, subcontract or transfer the Contract or any part of it to any person
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| 10.2. | No third party shall have the benefit of or the right to enforce these Conditions under the Contracts (Rights of Third Parties) Act 1999 or otherwise
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| 11. | Force Majeure |
| The Company reserves the right to suspend or cancel the Contract in whole or in part (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business and its obligations under the Contract due to any circumstances beyond the reasonable control of the Company provided that, if the event of force majeure continues for a continuous period in excess of 3 months, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract
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| 12. | Breach of Contract or Insolvency |
| 12.1. | The Company may immediately suspend performance of the Contract, cancel any outstanding delivery of the Goods, stop any Goods in transit or by notice in writing to the Customer terminate the Contract without liability to the Company if :
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| | (a) | the Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy or fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by the Company to remedy or desist from such breach within a period of 14 days; or
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| (b) | the Customer enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement as defined by the Insolvency Act 1986; or
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| (c) | any sum payable under the Contract is not paid within 7 days of its due date for payment in accordance with this contract
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| 12.2. | Notwithstanding any such termination or suspension in accordance with Condition 12.1. the Customer shall pay the Company for all Goods delivered up to and including the date of suspension or termination
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| 12.3. | Termination of the contract for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination
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| 13. | General |
| 13.1. | The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision
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| 13.2. | If any condition is held to be invalid for any reason, such invalidity will not affect the rest of the Contract which will remain valid and enforceable in all respects
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| 13.3. | The Contract sets out the entire agreement and understanding between the Customer and the Company in connection with the sale of the Goods and shall supersede and replace all documentation previously issued by the Company purporting to set out its terms and conditions of sale of the Goods
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| 14. | Law and Jurisdiction |
| This Contract shall be governed by and be construed in all respects in accordance with English law and all disputes or claims arising out of or relating to this Contract shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit |