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Terms and Conditions

Terms & Conditions – ARDULA Group Limited

1. PARTIES

1.1    These terms and conditions (‘Terms’) shall apply to the provision of materials and/or services (‘Services’) by Ardula Group Limited and it’s subsidiaries Ardula Limited, PTC (South East) Limited and Mantransco Limited (‘the Ardula Group Company’) which are supplied to you its customer (‘the Customer’).

1.2    These Terms shall apply to all agreements for the provision of Services and supply of goods to the exclusion of all other terms and conditions unless the Ardula Group Company expressly agrees to the contrary in writing.

1.3    By entering into an agreement with the Ardula Group Company for the provision of Services and Supply of goods, the Customer accepts to be bound by all of the Terms contained herein. Such agreement does not have to be entered into in writing and takes effect as soon as the Ardula Group Company supplies services or materials to the Customer.

2. PRICES and PAYMENT

2.1    The Ardula Group Company will agree the price for the materials and/or the provision of services with the Customer.

2.2    The Ardula Group Company reserves the right to negotiate a revised price if the Customer changes the requirements so as to involve changes in the extent of the services and/or the materials to be provided, or if the Ardula Group Company’s costs for supplying services increase.

2.3    All prices are subject to addition of VAT at the rate current at the time of issue of the invoice.

2.4    The Ardula Group Company’s invoices shall be settled in full within 30 days of the end of the month of invoice unless the Customer’s credit limit has been reached, in which case an earlier payment will be required in order to continue trading.

2.5    Time for payment of invoices shall be of the essence and if the Customer fails to make due payment of any money owed by the Customer, the Ardula Group Company may withhold the performance of all Services to be rendered and goods to be supplied until payment has been received in full.

2.6    In the event of non-payment or late payment, the Ardula Group Company reserves the right to charge interest on outstanding amounts at a rate up to the maximum prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 in force from time to time which shall be payable on all overdue accounts. All debt collection and legal charges will be added to the amount due. The customer should be aware that we use the services of the Credit Protection Association to pursue aged debts, and that a surcharge of 10% of the outstanding amount may be added to accounts where the credit period has been exceeded by more than 30 days, at the discretion of the director of the Ardula Group Company.

2.7     No customer shall be entitled to exercise any right of set off with respect to any amounts owing by any Ardula Group Company against any amounts owing to any Ardula Group Company.

3. MATERIALS

3.1    Where delivery of the materials has been agreed, the Ardula Group Company shall deliver the materials to the address of the Customer on a date to be agreed between the parties. However, such date is no more than an estimate and time for delivery shall not be of the essence.

3.2    The risk in the materials shall pass to the Customer on delivery.

3.3    Notwithstanding 3.2, the property in the materials shall not pass to the Customer until     the Ardula Group Company has received the payment of the sums due in respect of the materials (and any other sums that are due or owing to the Ardula Group Company) in full, whether or not delivery has been made.

3.4     Furthermore, until such time as property in the materials passes from the Ardula Group Company, the Customer shall, upon request, deliver up such of the materials as have not ceased to be in existence or resold to the Ardula Group Company. If the Customer fails to do so the Ardula Group Company may     enter upon any premises owned occupied or controlled by the Customer where the materials are situated and repossess the materials.

3.5    The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the materials which are the property of the Ardula Group Company. Without prejudice to the other rights of the Ardula Group Company, if the Customer does so all sums whatever owing by the Customer to the Ardula Group Company shall forthwith become due and payable. If any of the materials are incorporated in or used as material for other goods before payment to the Ardula Group Company, the property in the whole of those goods shall be and remain with the Ardula Group Company until payment shall have been received or the other goods have been sold and all the Ardula Group Company’s rights under these Terms in the material shall extend to those other goods. The Ardula Group Company’s right to the material and/or the other goods is recognised in these Terms and it is the intention of both parties that ownership of that material and/or goods shall rest in the Ardula Group Company.

4. SERVICES

4.1    The Ardula Group Company warrants that it will use reasonable care in performing the Services and to a standard which conforms to generally accepted industry standards and practices.

4.2    The Ardula Group Company expressly does not warrant that any result or objective, whether stated in these Terms or not, shall be achieved, be achievable or be attained at all or by a given     completion date or any other date.

4.3    The Customer acknowledges and agrees that for the Ardula Group Company to be able to provide the Services the Customer shall:
4.3.1    Permit the Ardula Group Company, its employees and agents to carry out the Services at such times as the Ardula Group Company may reasonably specify;
4.3.2    Co-operate with the Ardula Group Company as the Ardula Group Company reasonably requires;
4.3.3    Provide to the Ardula Group Company such information and documentation as the Ardula Group Company reasonably requires;
4.3.4    Obtain all permissions, consents (including, but not limited to, planning permission), and health and safety approvals from such organisations and authorities which are required for the Goods to be installed and for the Services to be carried out;
4.3.5    Make available to the Ardula Group Company the facilities, resources, working space and staff as agreed and/or as the Ardula Group Company reasonably requires from time-to-time; and
4.3.6    Instruct the Customer’s staff and agents to co-operate and assist the Ardula Group Company.

4.4    The Ardula Group Company may charge the Customer for any additional reasonable costs and expenses incurred by the Ardula Group Company caused by the Customer’s instructions, failure to provide instructions, or failure to comply with this clause 4.

5. LIABILITY

5.1     The Ardula Group Company accepts no responsibility or liability whatsoever for any indirect, special or consequential loss or other damages howsoever caused or any liability arising from the Services provided or made available to the Customer hereunder except in the case of personal injury or death caused solely by its negligence.

5.2    The Ardula Group Company shall not accept any liability to the Customer concerning any express term or provision of the Contract relating to the materials where such a term relates to the Conditions.

5.3    All terms, conditions or warranties implied by statutory or common law relating to the Conditions concerning the materials are excluded from the Contract to the fullest extent permitted by law.

5.4    For the purposes of this clause, ‘the Conditions’ means:
5.4.1    The correspondence of the goods/materials with any description; and/or
5.4.2    The quality of the goods/materials; and/or
5.4.3    The fitness of the goods/materials for any purpose(s) whatsoever (whether made known to the Ardula Group Company or not).

5.5    If there is a delay in the provision of the Services, the Ardula Group Company accepts no responsibility or liability whatsoever for any indirect, special or consequential loss or other damages arising thereof.

6. NOTICES

Any notices required or permitted to be given by either party to the other under these conditions may be given by fax, post or e-mail. In the case of fax or e-mail, the notice shall be deemed to have been delivered upon transmission by the sender. In the case of notice by post, delivery shall be deemed to occur on the day after posting.

7. FORCE MAJEURE

The Ardula Group Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of our obligations in relation to the Services if the delay is due to any cause beyond our reasonable control.

8. INDEMNITY

The Customer shall indemnify and keep the Ardula Group Company indemnified against any and all proceedings, claims, damages, losses, expenses or liabilities which the Ardula Group Company may incur or sustain in the course of performing the Services or supplying the materials.

9. CONFIDENTIALITY

Both parties acknowledge and agree that the information disclosed by either party under or in relation to the supply of goods and services is and remains the proprietary right and trade secret of such disclosing party. Both parties agree to treat information received from the other party with the same degree of care and diligence with which the Ardula Group Company treat our own information of a confidential and proprietary nature but with no less than reasonable care both during and after the term of the Contract and shall not disclose the same to any person, firm or Ardula Group Company without the disclosing party’s prior consent.

10. GOVERNING LAW

The Contract shall be governed by and construed in accordance with English Law and any proceedings arising hereunder shall be submitted to the exclusive jurisdiction of the English Courts.

11. SEVERANCE

If the whole or part of any of these Terms shall be held void or unenforceable by any court or competent authority such condition or the relevant part thereof (as the case may be) shall be deleted and the remaining terms or part of such term shall continue in full force and effect.

12. ENTIRE AGREEMENT

The Contract contains the whole agreement between the parties in respect of the Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them.

13. THIRD PARTIES

For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision in these Terms, these Terms are not intended to and do not give any person who is not a party to it any right to enforce any of its provisions.