Terms and Conditions

Azimex Fabrications Ltd.

Terms & Conditions of Business

Azimex Fabrications Ltd provides metal fabrications and services. Details of which are set out on the website at www.azimex.co.uk

1. Definitions

‘Azimex Fabrications Ltd.’ means Azimex Fabrications Ltd., a company registered in England under 01558719 of Cartwright House, 44 Cartwright Road, Northampton, NN2 6HF.

‘Buyer’ means the Company, firm, or person to whom any Goods/ Products are sold as named on the Seller’s order confirmation and invoices.

‘Seller’ means Azimex Fabrications Ltd.

‘Parties’ means the Buyer and Seller

‘Goods’ means all Products, services, individual components or sub-assemblies which the Seller is supplying in accordance with these Terms & Conditions of Business.

‘Order’ means the confirmation of specifications of Products requested by the Buyer. Submitting an Order indicates an agreement for the Buyer to be bound by these Terms and Conditions of Business.

‘Contract’ shall mean any contract between the Seller and the Buyer for the sale and purchase of theProducts or Services which shall incorporate, and be subject to, these Terms and Conditions ofBusiness. The Contract shall be established once the Order is accepted and agreed in writing by the Seller.

2. Conditions

By ordering any of Azimex Fabrications Ltd.’s services the Buyer agrees to be bound by these Terms and Conditions of Business.

All quotations are made, and all orders are accepted by Azimex Fabrications Ltd. subject to these Terms & Conditions.

3. The Buyer

The Buyer is responsible for ensuring the accuracy of the terms of any Order, including any applicable Specifications, submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

Once the Contract has come into existence in accordance with these Terms & Conditions, The Buyer cannot cancel or amend the Order except with the agreement in Writing of the Seller. Any such agreement shall be subject to the Buyer indemnifying the Seller in full against all loss (including loss of profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation or amendment.

4. Delivery

Delivery of the Goods shall be made by the Buyer collecting the Goods from the Delivery Location or, if the Delivery Location is not the Seller’s premises, by the Seller or their agent, delivering the Goods to the Delivery Location.

If the Delivery Location is the Seller’s premises, the Buyer shall collect the Goods from the Delivery Location on the date agreed in Writing or, where no date has been agreed, within 3 working days of the Seller notifying the Buyer that the Goods are ready for collection.

If the Delivery Location is a place other than the Seller’s premises, the Seller shall arrange delivery of the Goods to the Delivery Location on the date agreed in Writing or, where none is agreed, at any time after the Seller notifies the Buyer that the Goods are ready.

Dates for delivery of the Goods by the Seller are approximate only and time of delivery shall not be the essence of this Contract.

The Seller shall have no liability for failure to deliver or delay in delivering the Goods which is caused by a force majeure event or the Buyer’s failure to provide adequate or accurate information or instructions.

Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location or, where theDelivery Location is not the Seller’s premises, upon the Goods arrival at the Delivery Location.

The Seller may deliver the Goods by instalment which will be invoiced and paid for separately. Each instalment shall constitute a separate contract governed by these conditions. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

Failure to notify the Seller of the non-delivery of the Goods, or any of them, within 3 days of the due date for delivery will release the Seller from liability for claims for non-delivery.

If, having agreed a Delivery Location and full address and approximate time for delivery with the Buyer, the Seller or their Agent arrives at the Delivery Location with the Consignment and is not then able to deliver due to there not being anybody to receive the Consignment at the Delivery Location or, if the premises are for whatever reason inaccessible, then the Buyer agrees to pay in full for the failed delivery, and then pay for a second delivery or arrange to collect the Goods from the Seller’s premises.

5. Risk and Property

Risk of damage to or loss of the Goods ordered shall pass to the Buyer upon completion of delivery defined under the heading Delivery in these Terms and Conditions of Business.

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer

  1. until the Seller receiving in cleared funds, payment in full of the price of the Goods and any other debts owed by the Buyer to the Seller in which case title shall pass at the time of payment of all such sums.
  2. until property in the Goods passes to the Buyer, the Buyer shall store the Goods separately from any goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property.
  3. The Buyer will not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
  4. The Buyer will maintain the Goods in satisfactory condition.
  5. The Buyer will keep the Goods insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller and, upon the Seller’s request, produce the policy of insurance to the Seller.
  6. The Buyer will notify the Seller immediately if it becomes subject to any of the events listed under the heading Termination provision in these Terms & Conditions of Business.
  7. the Buyer will give the Seller such information as it requires from time to time in relation to the Goods; and will not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller. If the Buyer does so all money owed by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
  8. until such time as the property in the Goods passes to the Buyer, the Seller shall be entitled at any time to terminate the Buyer’s right to resell the Goods by giving written notice to the Buyer and;
  9. require the Buyer to deliver up the Goods to the Seller. If the Buyer fails to do so forthwith, the Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored or otherwise located, but in any event, and without limitation, hereby undertakes to secure full rights of access at any time to any such premises for the Seller, its agents and employees to recover the Goods and to undertake any work required to remove them, notwithstanding that the Goods may be affixed or attached to any other goods or property without any liability to the Buyer.

Property belonging to the Buyer, which is left on the premises of the Seller, or is given to a representative of the Seller, for use as a template, a prototype, or a sample, or for any other purpose, shall be insured by, and shall always remain at the risk of the Buyer. The Seller shall not be liable for loss of, or damage to, any such item or items.

6. Payment

VAT is charged on all applicable Services and Products provided by Azimex Fabrications Ltd.

The price shall be the price set out on the Seller’s invoice and is exclusive of VAT where applicable, which shall be at the rate applicable on the date of the Seller’s invoice.

Once the Buyer has agreed to the specification and to these Terms & Conditions of Business, they undertake to comply with the payment terms as set out below. Due to the varying prices of raw materials and metal, quotations are valid for 7 days. The Seller reserves the right to increase charges should the cost of metal rise following this period.

Payment is required at the time of ordering. We accept payment by BACS (Bank transfer) and credit cards. All payments to be cleared prior to collection or delivery of any order.

Account holding Buyers shall pay the price of the products within 30 days after the end of the month in which the products are delivered or advised by the Seller as ready for collection. The Seller shall be entitled to recover the price, notwithstanding that the property in the Product has not passed to the Buyer. The time of payment of the price shall be the essence of the contract.

If the buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

  1. cancel the contract or suspend any further deliveries to the Buyer
  2. require immediate payment of all sums payable by the Buyer to the Seller whether under or in connection with the Contract or otherwise and whether or not they have fallen due, notwithstanding any credit terms that have been previously agreed between the Buyer and the Seller
  3. appropriate any payments made by the Buyer to such of the Goods (or goods supplied under any other contract between the Buyer and Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer)
  4. charge the Buyer interest both before and after any judgement on the amount unpaid at the rate of 5% per annum above the Bank of England’s base lending rate from time to time calculated on a daily basis, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998

7. Termination provision

Once an order is accepted and specifications agreed, Azimex Fabrications Ltd. will proceed to order metals and fabricate the required items. For this reason, orders cannot be cancelled.

Should the Buyer require changes to the specifications having agreed an order, Azimex Fabrications Ltd will endeavour to accommodate these changes if they are notified in writing as soon as possible, and if work has not already commenced based on the original specifications. If work has not commenced, Azimex Fabrications Ltd. may be able to adjust accordingly and will reserve the right to increase the fee charged and to increase the delivery period originally agreed, should the task need to be rescheduled or re-planned.

If materials have been specifically sourced by Azimex Fabrications Ltd. Or if design and planning has commenced, that Order cannot be changed.

The Buyer agrees to pay for the Order in full regardless of whether the products are still required.

Without prejudice to its other rights and remedies, the Seller may terminate the Contract and/or suspend any further deliveries under the Contract without any liability to the Buyer if :

  1. the Buyer commits a material breach of the contract which is irremediable or which it fails to remedy within 7 days of being notified in writing of the breach by the buyer
  2. a winding up order or bankruptcy order is made against the Buyer
  3. the Buyer passes a resolution to make a determination for it to be wound up without a declaration of solvency (except for the purposes of amalgamation or reconstruction, the terms of which have been previously approved in writing by the other party)
  4. the Buyer has appointed to it an administrator or an administrative receiver.
  5. being a partnership, in addition to the above, the Buyer suffers bankruptcy orders being made against all its partners.
  6. an encumbrancer takes possession, or a receiver, manager or administrative receiver is appointed, of the whole or any part of the Buyer’s assets.
  7. the Buyer ceases or suspends payment of any of its debts, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986
  8. the Buyer suspends or ceases, or threatens to suspend, or cease, to carry on all or substantial part of its business.
  9. the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligation under the Contract has been placed in jeopardy
  10. the Buyer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.

On termination of the Contract for any reason the accrued rights and remedies of each party shall be unaffected.

Clauses of these conditions which are expressly or by implication intended to survive to termination shall continue in full force and effect.

The price of any Goods which have been delivered but not paid for shall become immediately due and payable.

8. Exclusions and Limitations

Whilst Azimex Fabrications Ltd will make every effort to fabricate products as agreed, it cannot be held responsible for failure to meet with the Buyer’s deadlines nor for any repercussions that may ensue.

Azimex Fabrications Ltd. will fabricate the items in accordance with the agreed quotation based on the specificationsconfirmed by the Buyer.

Having agreed on the specification of the order, should the items prove to be unsuitable for the Buyer’s needs or they no longer require the products, Azimex Fabrications Ltd cannot be held liable.

Once the Products have been collected from Azimex Fabrications Ltd. or delivered to a Delivery Location, Azimex Fabrications Ltd. cannot be held liable for any issues arising from their fitting or use.

Whilst the Seller or their agents may provide verbal advice on the fitting and use of Products fabricated by the business, they cannot know the conditions on-site regarding such elements as, for example, but not limited to, wind-speed or the risk of wind-uplift or other localised weather conditions. Therefore, the Buyer shall take full responsibility for ensuring the safe fitting and appropriate application of the Products fabricated by Azimex Fabrications Ltd. in all structural and other works and is advised to consult a structural engineer.

Liability for losses suffered by the Buyer and their company due to Azimex Fabrications Ltd breaching this agreement is strictly limited to the purchase price of the Product purchased.

The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed 100% of the price paid for the Products.

This does not include or limit in anyway the liability of Azimex Fabrications Ltd:

  1. for death or personal injury caused by our negligence
  2. under section 2(3) of the Consumer Protection Act 1987
  3. for fraud or fraudulent misrepresentation
  4. for any deliberate breaches of these terms by us that would entitle you to terminate the contract between us or
  5. for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.

Azimex Fabrications Ltd is not responsible for any indirect or consequential losses which happen as a side effect of the main loss or damage and even if such losses result from a deliberate breach of this Contract by Azimex Fabrications Ltd. that would entitle the Buyer to terminate the Contract including but not limited to:

  1. loss of income or revenue
  2. loss of business
  3. loss of profits or contracts
  4. loss of anticipated savings
  5. loss of data, or
  6. waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

 

If the Products fabricated by Azimex Fabrications Ltd do not match the specifications agreed, Azimex Fabrications Ltd will make amends and re- fabricate the products.

These Terms & Conditions do not create any right enforceable by any person not a party to it except that person who is the permitted successor to or assignee of the Seller is deemed to have the benefit of all rights of the Seller.

The Order is personal to the Buyer and the Buyer shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.

9. Intellectual Property:

The specifications, designs and documents relating to the Goods (including the copyright, design right or other intellectual property in them) belongs to and is the property of the Seller.

Where any designs or specifications have been supplied by the Buyer for the manufacture by or to the order of the Seller, then the Buyer warrants of those designs or specifications for the manufacture, processing, assembling or supply of the Goods shall not infringe the rights of any Third Party.

The Buyer will indemnify the Seller against all costs claims and demands relating to the sale or use of the Goods supplied to the design or specification which contravenes any Third Party’s intellectual property rights.

10. Free-Issue Materials:

Free issue material shall be insured by and remain at the risk of the Buyer at all times. The Seller shall not be liable for loss of, or damage to any such free issue materials during fabrication by the Seller or by any sub-contractor employed by the Seller or whilst on the premises of the Seller or of any such sub-contractor or in transit to or from the premises of the Seller or of any such sub-contractor.

11. Uncontrollable Events and Delays

In case of delays caused by uncontrollable events,Azimex Fabrications Ltd shall have the right to cancel the contract without liability.Azimex Fabrications Ltd will not be held liable for fulfilment of the contract in the event of circumstance beyond their control.

Examples of Uncontrollable Events are (by way of example and not limited to) natural disasters, flood, strike, lockout, riot, revolution, war, epidemic, working difficulties, transport difficulties, supplier difficulties, fire, failure of suppliers or official regulations.

12. GDPR Privacy Notice:

The Seller holds personal data about employees, clients, suppliers and other individuals for a variety of business purposes and must process this data (including sensitive personal data) so that it can provide the required services for the Buyer. In doing so, the Seller acts as a data controller and processor.

  1. The data collected includes but is not limited to names, email addresses, telephone numbers, addresses, bank details and job title. This information is used to fulfil legal obligations, contractual obligations and in cases where there is legitimate interest.
  2. Any data collected which is electronic is housed on secure data servers. Data in written form is kept in the Seller’s secure office premises.
  3. All data collected will be kept only for a period of time in which statutory legal requirements prevail, after this time it will be destroyed.
  4. The data collected by the Seller will not be shared with any third party without the prior written consent of the Buyer with the exception of where the requirement is legal or regulatory.
  5. The Seller will process personal data in compliance with the data protection principles set out by the Information Commissioner’s Office.
  6. All data collected is subject to active consent by the Buyer which is implicit by the act of agreeing to the Seller’s Terms and Conditions of Business. At any time, this consent can be revoked by putting a request in writing to the Group Data Controller whose contact details will be available upon request. Withdrawal of consent to hold this data does not constitute withdrawal from other clauses contained within this document unless agreed in writing by the Seller.
  7. Any concerns should be addressed in writing to The Seller: Azimex Fabrications Ltd. 44 Cartwright Road, Northampton. NN3 9TF.

13. Miscellaneous

If any part of these terms and conditions are found to be invalid or unenforceable by a court the rest are unaffected.

The Terms & Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, practice, or a course of dealing.

14. Variation of terms and conditions

From time to time, we may need to update these terms and conditions to reflect changes in legislation, the marketplace or company policy. The contract will be subject to those terms and conditions in force at the time of the formation of the contract.

15. Governing Law

These Terms & Conditions of Business are subject to the Law in England and Wales.

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