Terms of Sale

Our Policy Statement

It is the policy of Adhere Industrial Tapes Ltd to offer the very best service possible.

It is our wish to make an absolutely clear statement of intent to the Customer.

If any conditions of our quotation or specifications are not entirely clear the Customer is asked to raise this immediately in order that we may deal with it appropriately and with all haste.

1.   Definitions

In these Conditions the following words and expressions shall have the following meanings except where the context otherwise requires.

“Contract” means these Conditions, the Quotation, and shall include any other documents specifically referred to in any such document as forming part of the Contract including any specification and/or drawings and/or instructions for use or installation.

“the Company” means Adhere Industrial Tapes Ltd

“Customer” means you the client.

“Quotation” includes any quote, estimate or specification given by the Company

2.   Application

Unless otherwise specifically agreed in writing and signed by or on behalf of the Company these Conditions shall be incorporated in every offer, Quotation, order and acknowledgement of order for the sale or supply of goods or services by the Company and any conditions proposed by the Customer are hereby excluded unless specifically agreed to by the Company in writing.

3.   Acceptance

3.1     Unless previously withdrawn the Quotation is available for acceptance for a period of 30 days from the date of such Quotation

3.2     All Quotations given by the Company are deemed to be accepted either when the Quotation is returned duly signed by the Customer or an official order form or written acceptance is received by the Company or a telephone order is placed with the Company and thereupon a contract shall exist.

3.3     Each Quotation when accepted by the Customer shall constitute a separate contract.

3.4     By accepting the Quotation under condition 3.2 the Customer confirms that they have had notice of and accept these terms and conditions.

4.   Terms of Payment

4.1     Payment is due in full within thirty days of the invoice.

4.2     The Company reserves the right to submit interim invoices for work carried out or in progress with a final invoice on completion of work and in certain circumstances payment of 50% of the quotation on account in advance.

4.3     The Company reserve the right to request that the Customer set up a standing order mandate with their bank in favour of the Company where the Contract is deemed particularly large and may require several interim invoices.

4.4     The Company may wish to carry out credit checks against the Customer

4.5     All prices where stated are exclusive of Value Added Tax.

5.   Legal Ownership and Retention of title

          The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer.  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 buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods there under 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 the seller and the buyer under which the goods were delivered.  The Company shall be entitled to charge late payment interest on the buyer’s overdue account at a rate of 4% above the Base Rate per calendar month and to recover from the buyer the cost of collecting and recovering overdue amounts.

6.   Correct Product Selection and Use

6.1     Whilst the Company will provide all practical advice on selection and use of product, it is entirely the Customer’s responsibility to ensure the product is used correctly and is suitable for the intended application, in terms of material compatibility, exposure to environmental conditions, strength and durability etc.

The Company cannot accept liability for failure of product due to incorrect selection or use.

7.   Variation in Cost

          Any price specified in the Quotation is subject to variation in accordance with the following provisions hereof where it is specified in the Quotation to be a fixed price contract and such quotation is accepted within the acceptance period specified in Condition 3.

7.1     Should the Company incur increased costs owing to interruptions, delays, overtime, unusual hours of work, restriction on hours of work, mistakes or other causes for which the Company is not responsible, or due to increased costs to the Company of labour, transport, or materials generally, or rates of insurance the contract price shall be adjusted accordingly.

7.2     Should the Company incur increased costs between the date of its Quotation and completion of the manufacture and delivery of goods to be supplied or any construction or installation works owing to delay in starting the work or to suspension of the work due to the Customer’s instructions or inadequacy or absence of instruction, rectification of errors in drawings, or specifications prepared by the Customer or through changes in the rates of taxation and/or duties, the increased costs shall be added to the contract price payable accordingly.

7.3     The Company’s Quotation only includes such goods accessories and works as specified or referred to therein. Any variation in quantity of goods supplied not exceeding ten percent of the total order placed by the Customer shall be deemed valid performance of the Contract by the Company.

7.4     Should the Company be required for any reason to pay their employees or contractors at rates exceeding their normal hourly rates for the time being as a condition of them being able to perform all or any of their obligations under the Contract, a sum equivalent to the total amount of such excess shall be paid as an addition to the contract price by the Customer.

8.   Time is not of the essence

8.1     The dates or periods suggested by the Company for completion of the order and the supply of goods or delivery of materials are not of the essence of the Contract and is a best quotation based upon current commitments and conditions. The liability of the Company shall not extend to any loss of profit or consequential loss arising therefrom.

8.2     Delivery is approximately within seven days from acceptance under condition 3. Where contracts provide for deferred delivery times the following conditions shall apply:

In the event of failure by the Customer to accept any delivery the balance of goods remaining undelivered will be invoiced and payment for them shall immediately fall due;

The undelivered goods will be stored by the Company at the expense and risk of the Customer.

8.3     Whilst every effort is made to meet stated delivery times the Company will not be held liable for delays caused by circumstances beyond their control.

9.  Property

9.1     The risk of any loss to, or damage to or deterioration of goods supplied by the Company (and whether or not to be attached to or in any construction or installation) from whatever cause arising shall be borne by the Customer as from the date of due payment as specified in these Conditions or, if earlier, the date of delivery.

9.2     The legal and beneficial ownership of the goods shall not pass to the Customer until payment in full of all sums due and owing by the Customer to the Company in respect of the goods.

9.3     The Company shall be entitled at any time prior to the passing of the legal and beneficial ownership of the goods to the Customer to the immediate return of all goods sold by the Company to the Customer (or the documents of title thereto) and the Customer hereby authorises the Company to recover the goods or documents and to enter any premises of the Customer and to detach the goods from any other goods or land to which they may be attached.  Demand for or recovery of the goods or documents by the Company shall not in itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the goods or the Company’s right to sue for the whole of the price.

10. Warranty

          This condition modifies and restricts certain obligations implied by law into contracts for the sale of goods.

10.1   Provided that the Customer affords the Company every opportunity to inspect the goods once delivered the Company shall at its own cost repair, make good or at it’s option replace any goods or materials supplied that are considered by the Company to be defective due to defects in design except where:

a)      The Customer has not informed the Company in writing of the existence of defects in the goods within seven days of delivery;

b)      The Customer has not paid in full all invoices delivered prior to the date of such written notice and due for immediate payment;

c)      The Customer permits other persons not approved or authorised by the Company to effect any replacement of materials;

d)      The Customer has not complied, in a material respect, with any instructions or other                      directions given by the Company;

e)      Such goods or products supplied by the Company were stored in conditions deemed unsuitable or such goods or products supplied by the Company are used in conditions deemed unsuitable at the time of use and the Company shall make it known to the Customer when it considers such circumstances exist. The decision of the Company as to said unsuitable conditions shall be final.

10.2   The liability of the Company to the Customer in respect of defective design, materials or workmanship or in negligence is as set out in these Conditions and to the extent that any representations or any warranties or conditions whether statutory or otherwise exceed the limits of such suitability they are expressly excluded.

10.3   The liability of the Company shall not extend to any loss or damage suffered by the Customer due to causes beyond the control of the Company. The Company shall not be liable to the Customer for failure to fulfill all or any part of the Contract for any of the following reasons (but not to the exclusion of others) act of God; strikes; lock-outs; fire; flood; tempest; drought; act of terrorism.

10.4   The liability of the Company shall not extend to any consequential loss or damage to the Customer arising either as a direct, or indirect, result of defective goods.  The Company’s liability shall be strictly limited to the value of any such defective goods.

10.5   No liability can be accepted for defects in goods supplied by the Company where they are outside the limits of the specifications under which they were sold or mistreated.

11 Sub-Contract

     The Company reserve the right to sub-contract the fulfillment of any order or any part thereof.

12. Contacting You

     We may contact you from time to time to inform you about new products, company news or other relevant information.  This will be done by telephone, letter, fax or email as applicable.

13. Severance

Should any Condition or sub-clause of the Contract be held unenforceable or in conflict with any statue or other law any part so held unenforceable or invalid shall be severed from the Contract and the enforceable and validity of any other Condition or sub-clause of the Contract shall not be affected by such severance.

14. Notices

Any Notice required to be given under this Contract shall be served by personal delivery of the same or by posting the same by ordinary first class or by recorded delivery post in a pre-paid envelope or by telex or facsimile transmission addressed or transmitted to the principal place of business of the Customer or the Company (as the case may require). Any notice so given by letter shall be deemed to have been served 48 hours after it shall have been posted and any notice so given by telex or facsimile transmission shall be deemed to have been served when in the ordinary course of transmission it would have been received.

15. Termination

15.1   If the Company receive information from which it appears that the Customer may be unable to pay its debts the Company shall be entitled to demand security prior to delivery either by payment in cash or by a bank guarantee notwithstanding any terms of payment previously agreed and in the event that the Customer is unable to provide such security the Company shall be entitled to withdraw from the Contract without liability.

15.2   If the Customer shall make default or commit a breach of contract or of any other of its obligations to the Company, or if any distress or execution shall be levied upon the Customer’s property or assets, or if the Customer shall make or offer any arrangement of composition with creditors, or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Customer is a limited company and any resolution or petition to wind up the Customer’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of the undertaking property or assets or any part thereof the Customer (being a limited company) shall be appointed then the Company may without notice:

a)      Suspend or determine the Contract or any unfulfilled part thereof and in such circumstances any time in the Contract for completion and delivery shall also be suspended, and

b)      Stop any goods in transit and recover any goods or materials from the Customer’s premises for which payment has not been made in full in accordance with Condition 7 hereof.

16. Governing law

          The Contract shall be governed by and construed in accordance with English Law and the parties hereby agree to submit to the exclusive jurisdiction of the courts of England & Wales.

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