1.       Definitions

1.1      For the purposes of these terms and conditions the following words shall have the following meanings:

"Supplier": means All Terrain Engineering Limited a company registered in England and Wales under registered number 10110601 whose registered office is 48 Barton Gate, Barton Under Needwood, United Kingdom, DE13 8AQ. The VAT number is 409384973. 

"Customer": means any organisation or person who purchases Goods from the Supplier;

"Goods": means any goods supplied or caused to be supplied by or on behalf of Supplier. Where the context admits the term shall include any workpiece or material the property of the Customer upon or in connection with which the Supplier has performed or undertaken to perform any service or operation;

“Contract”: means the legally-binding agreement between Customer and Supplier for the sale and purchase of goods together with the terms of any applicable Specification Document;

“Delivery Location”: means the set location to where the Goods are to be sent to;

“Price”: the agreed purchase price for the Goods as stated in the Supplier’s quotation or order confirmation.

“Specification Document”: means a statement of work, quotation or other similar document describing the Goods and services to be provided by Supplier. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales of marketing literature of the Supplier and no representation written of oral, correspondence or statement shall form part of the Contract. In the event that no written specification is agreed the Supplier’s notes of Customer’s instructions will be conclusive as to what the Supplier is required to carry out.

 

2.       Contract Application and Formation

2.1    These Terms and Conditions shall apply to all Contracts for the supply of Goods and services by the Supplier to the Customer.

2.2    These are the terms on which Supplier sell Goods to Customer. By ordering Goods Customer agree to these terms and conditions.

2.3    The Customer’s order constitutes an offer by the Customer to purchase the Goods from the Supplier on these terms and conditions and the Contract between the Supplier and Customer is made by the Supplier’s acceptance of the Customer’s offer.

2.4    Acceptance of an order will be deemed complete and effectively communicated to the Customer at the time the Supplier sends an acceptance e-mail to the Customer.

2.5    No Contract shall subsist between the Supplier and the Customer until the Supplier accepts by e-mail the Customer’s order.

2.6    When an order has been made, Supplier can reject it for any reason, Supplier will try to provide a reason without delay.

2.7    The Contract represents the whole agreement between the Supplier and the Customer and no other terms, expressed in writing or orally, shall be incorporated into the Contract.

2.8    The Conditions of the Contract overrides any other terms which the Customer may subsequently seek to impose.

2.9    Should any of these term or conditions be held to be invalid or unenforceable in whole or in part the validity and enforceability of the remaining part and of the other terms and conditions shall not be affected.

2.10 Any statement by an employee or representative of the Supplier (other than a director) to:

2.10.1       vary any of these terms or introduce any other terms, written or oral, into the Contract;

2.10.2       give any advice, make any representation, agree any condition precedent or enter into any collateral contract;

2.10.3       give any guarantee of delivery dates or times;

shall not be binding on the Supplier unless confirmed by the Supplier in writing by a Director.

2.11 The description of the Goods, illustrations or photos of Goods as set out on Supplier’s website or advertisements, catalogues, brochures, price list, or other sources, or other information communicated to the Customer are intended merely to present a general idea of the Goods for illustration purposes only and may differ and do not form any part of the Contract between the Supplier and the Customer.

 

3.       Goods

3.1   In the case of Goods made to the Customer’s special requirements it is the Customer’s responsibility to ensure that any information provided is detailed and accurate

3.2   Before the commencement of the Goods and/or services the Supplier shall submit to the Customer a Specification Document which shall specify the Goods and services supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

3.3   The Supplier shall use all reasonable endeavours to complete the services within estimated time frames, but time shall not be of the essence in the performance of any services.

 

4.       Basis of sale

4.1    Any quotation given by the Supplier is valid for a maximum period of 10 days from its issue date unless otherwise stated therein or unless Supplier expressively withdraw it at an earlier date.

4.2    No variation of the Goods whether about description, price or otherwise can be made once deposit, email, or letter of confirmation is received unless agreed by the supplier and customer in writing.

4.3    The Customer acknowledges and accepts that the Supplier may:

4.3.1           make such changes to the specification of its Goods as are required to comply with applicable safety or statutory requirements;

4.3.2           increase its prices after the Contract is agreed to reflect any increase in the price it is charged by its suppliers for goods or materials.

4.4    Other than in accordance with these terms and conditions, no variation to the Contract takes effect unless agreed in writing by a director of the Supplier.

4.5    Any agreed variation in the scope of work will be charged for by the Supplier at the sum agreed between the parties or, in default of such agreement on price, at the Supplier’s prevailing rates.

 

5.       Materials

5.1    All orders are accepted by the Supplier subject to materials and components being available to the Supplier from its suppliers and by accepting an order the Supplier does not give a warranty as to availability.

5.2    The Supplier reserves the right to vary the agreed specification of materials used if, in its opinion, the finished product will be of an equivalent or higher standard.

 

6.       Price and payment  

6.1    The price for the supply of Goods is as set out the Specification Document. The Supplier shall invoice the Customer upon despatch of the Goods or as indicated in the Specification Document.

6.1.1           The price for Goods and any additional delivery or other charges for the Goods, and the total price of them and the charges, is set out in the invoice with the date Supplier accepts Customer’s order, unless otherwise agreed in writing.

6.2    Unless otherwise stated in the Supplier’s quotation, the price of the Goods does not include:

6.2.1           Packaging and delivery, which shall be charged in addition at the Supplier’s prevailing rates at the time of acceptance of order.

6.2.2           VAT, or any other customs duty or sales tax which may be added as required by rules or regulations currently in force, which shall be paid in addition at the rate prevailing on the date of the VAT invoice. 

6.3    The Supplier reserves the right to make an additional charge in respect of preparation of working drawings or designs which are necessary for processing the Customer’s order or are requested by the Customer including, but not limited to, drawings for use by the Customer in connection with other associated building work or trades. 

6.4    Where at any time before delivery of the Goods:

6.4.1           there is an increase in the cost of raw materials, transport, components or labour;

6.4.2           there are any currency fluctuations increasing the cost of raw materials or components;

6.4.3           there are increases in alloy surcharges;

the Supplier is at liberty to adjust the Price accordingly subject to giving the Customer notice of not less than 24 hours of the increase.

6.5    The Customer shall have no right of cancellation by virtue of the increase in the Price in accordance with clause 6.4 unless such increase is in excess of 10% of the Price. Such right of cancellation shall be the only remedy available to the Customer and the Supplier accepts no responsibility for any losses arising there from. Should this happen Supplier will inform Customer as soon as possible and give Customer the option of reconfirming Customer’s order at the correct price or cancelling it.

6.6    If a delivery address is changed there may be a different delivery charge applied to the order.

6.7    Invoiced amounts shall be due and payable within 10 days of receipt of invoice unless stated otherwise on the quotation. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% over the Royal Bank of Scotland base rate. If the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the Goods are supplied.

6.8    Supplier reserves the right to request payments for Goods one day in advance of collection or delivery unless otherwise agreed, stage payments may be requested. 

6.9    Payment for all Goods must be by bank transfer or BACS payment.

6.10 The Customer agrees that it shall not be entitled to withhold payment by reason of: retention; any re-work or repair whether or not agreed with the Supplier under these terms and conditions; set-off or counterclaim in respect of any claim disputed by the Supplier.

6.11 The Customer agrees to indemnify the Supplier in respect of the full amount of any fees costs disbursements or expenses incurred (including court fees and the reasonable cost of legal representation) arising from overdue payment by the Customer or any other breach by the Customer of these terms and conditions.

 

7.       Delivery

7.1    Supplier will deliver the Goods to the address set out in the invoice unless otherwise agreed.

7.2    If a delivery time is stated by the Supplier at any time delivery time is not of the essence or guaranteed. If the delivery time is not met, Customer has no right to cancel the order, to refuse payment, or to compensation for late delivery. Supplier will provide the Customer with reasonable notice of delivery scheduling.

7.3    If it becomes reasonably apparent to the Supplier that the commencement, progress or completion of the works or any party thereof is being or is likely to be delayed for any reason at any time, then the Customer shall in writing grant an extension of time to the Supplier as is fair and reasonable for the completion of the works.

7.4    The Supplier will use reasonable endeavours to accommodate the Customer’s programme of work by making reasonable and practical adjustments to its sequence of work. The Customer agrees that if any additional cost is incurred by the Supplier by reason of rescheduling or interrupting its work for the convenience of the Customer then the Supplier will be entitled to charge the Customer for all such costs (including indirect and consequential losses) and to recover such charges in accordance with Clause 6 (price and payment).

7.5    If Supplier accepts an order for delivery outside of England, Wales, Scotland and Northern Ireland Customer is responsible for any import charges or other taxes that may occur.

7.6    Customer accepts Supplier may deliver the Goods in instalments if Supplier suffers from a shortage of stock or other genuine reasons Customer will not be liable for any additional charges due to this.

7.7    If Customer or Customer’s nominee fail, through no fault of Supplier, to take or unload the delivery at the delivery location Supplier may charge the reasonable costs of storing and re delivering them.

7.8    The Customer agrees that any failure of the Supplier to make any delivery shall not entitle the Customer to cancel or suspend any subsequent or other delivery or Contract.

 

8.       Risk and title

8.1    Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods as set out in the invoice, if payment is overdue or steps occur towards Customer’s bankruptcy, Supplier can choose to collect goods and assets valued to the total sum owed as set out in the invoice.

8.2    Risk in Goods supplied passes to the Customer:

8.2.1           For Goods not installed by the Supplier, upon delivery by the Supplier’s own transport, at the moment when the Goods or materials are lifted from the delivery vehicle or where Goods are delivered by other means of transport, at the moment when the Goods or materials are loaded onto the vehicle used for such transport;

8.2.2           For Goods installed by the Supplier, upon the agreed sign-off by the Supplier and Customer of the completion of installation.

8.3    Supplier will not be held responsible for any losses to Customer relating to our Good(s) supplied.

8.4    Supplier is not responsible for any damages or incurred costs that are inflicted by outside contractors from either party.

8.5    Supplier will accept no responsibility where an electrical item such as a fan or other electrical item is wired incorrectly by the Customer resulting in damage to the electrical equipment. All installation of such items must be carried out by a competent and qualified electrician.

 

9.       Return of Goods and Consumer Contracts Regulations (formerly Distance Selling Regulations)

9.1    The Supplier complies with the Consumer Contracts Regulations. Where a Customer is identified as a consumer in respect to this legislation, a consumer may cancel and return a stock item to Supplier within 14 days from date of Goods receipt. Items must be returned at Customer’s own cost and in re-saleable condition for a full refund.

9.2    For business to business Contracts which do not fall within the remit of the Consumer Contracts Regulations, Supplier reserves the return of Goods is at Supplier’s own discretion and Supplier reserves the right to charge a re-stocking fee.

 

10.    Alterations to the Specification Document

10.1  Goods that are modified specifically for the Customer or sourced specifically for the Customer are non-returnable or cancellable after order.

10.2  The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of Goods and/or services to be provided under this Contract shall be set out in the Specification Document, which shall reflect the changed Goods and/or services and price and any other terms agreed between the parties.

10.3  The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

10.4  Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

10.5  Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Contract upon the basis of such amended terms.

10.6  While the Supplier intends so far as possible to carry out its obligations under the Contract pursuant to these terms and conditions through its own servants or agents it reserves the right to employ sub-contractors where necessary to do so.

 

11.    Customer’s Obligations

11.1  To enable the Supplier to perform its obligations under this Contract the Customer shall;

                     i.            co-operate with the Supplier;

                    ii.            provide the Supplier with any information reasonable required by the Supplier;

                  iii.            obtain all necessary permissions and consents which may be required before the commencement of the services;

                  iv.            comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.

11.2  The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 11.1.

11.3  Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the Goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the Goods and services contracted for as set out in the Contract, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 11.1 shall be deemed to be a cancellation of the Goods and services and subject to the payment of the damages set out in this Clause.

11.4   In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Contract, then the Supplier shall notify the Customer as soon as possible and:

11.5  The Supplier shall have no liability in respect of any delay to the completion of any project;

                     I.            if applicable, the timetable for the project will be modified accordingly;

                   II.            the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs

11.6  The Customer shall be responsible at all times for any loss or theft of, or damage to, the Goods supplied by the Supplier howsoever caused and for the safe storage of the Supplier’s materials, vehicles and equipment at the Customer’s premises.

11.7  The Customer shall reimburse the Supplier in full for the value of any of the Supplier’s materials, vehicles and equipment at the Customer’s premises that suffer damage or loss, howsoever caused.

11.8  Where the works carried out by the Supplier are alterations, adaptations, modifications, or extensions to, or maintenance of, any existing works, the Supplier shall not be liable for any defect which may become apparent in the existing works by reason of the works executed by the Supplier.

11.9  The Customer is responsible for ensuring that the necessary liability insurance cover is in place for any application of heat welding and/or burning carried out by the Supplier on the Customer’s premises.

 

12.    Conformity

12.1  Supplier has a legal duty to supply the Goods in conformity with the Contract.

12.2  Upon receiving Goods, the Goods will:

                     i.            Be of a satisfactory standard.

                    ii.            Be a reasonable fit for any particular purpose for which Customer buys the goods which, before the contract was accepted Customer made known to us, (if Customer relied on our skill and judgement Customer is responsible, and accept the outcome is done to what Supplier believes to be fit for Customer needs specified). 

                  iii.            Conform to their description.

 

13.    Circumstances beyond the control of either party 

In the event of any failure by a party because of something beyond its reasonable control:  

                     i.            the party will advise the other party as soon as reasonably practicable; and 

                    ii.            the party's obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the Customer's above rights relating to delivery.

 

14.    Cancellation

There is no right to cancel. If for any reason the Contract cannot be completed (save in the event of default by the Supplier) and in particular if either party becomes insolvent, before the Goods are delivered, the Supplier shall be entitled to the quoted price of any of the Goods completed in accordance with the order, (whether invoiced or not) and to fair compensation for work in progress or in respect of which materials have been ordered, and for loss of profit on uncompleted parts of the order. Customer’s statutory rights are preserved.

 

15.    Warranty

15.1  Supplier warrants that the services performed under this Contract shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

15.2  Except as expressly stated in this Contract, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Goods and services to be provided by the Supplier. This exclusion does not exclude liability for fraud or fraudulent misrepresentation.

 

16.    Indemnification

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Contract, including any claims brought against the Supplier alleging that any Goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

 

17.    Liability

17.1       The Supplier does not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of the Supplier's other legal obligations. Subject to this, the Supplier is not liable for (i) loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or (ii) loss (eg loss of profit) to the Customer's business, trade, craft or profession which would not be suffered by a consumer - because the Supplier believes the Customer is not buying the Goods wholly or mainly for its business, trade, craft or profession.

17.2       The Supplier shall not be liable for any loss or damage resulting in whole or in part from any improper use operation or handling of any article Goods or materials which it may have supplied or caused to be supplied or upon or in connection with which it has performed or caused to be performed any operation or service.

17.3       The Supplier will use its best efforts to observe and discharge each and all of its obligations but shall not be liable for any failure so to do or for any loss or damage arising from circumstances outside its knowledge or control.

 

18.    Termination

18.1  Either party may terminate this Contract forthwith by notice in writing to the other if:

                                 I.            the other party commits a material breach of this Contract and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

                               II.            the other party commits a material breach of this Contract which cannot be remedied under any circumstances.

                              III.            The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; The other party ceases to carry on its business or substantially the whole of its business; or

                             IV.            The other party is declared insolvent or convenes a meeting of or makes proposes to make any arrangement or composition with its creditors; or liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

18.2  Without prejudice to any of its other rights the Supplier may terminate the contract or suspend further deliveries to the Customer in the event of the Customer failing to make due payment in accordance with Clause 6 (price and payment) for any Goods or work done; or

18.3  In the event the Contract is terminated under clause 18.2 the Supplier shall be entitled to any or all of the remedies under clause 6 (price and payment).

 

19.    Intellectual Property Rights

19.1  All Intellectual Property Rights produced from or arising as a result of the performance of this Contract shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

19.2  The Customer indemnifies the Supplier against all actions, proceedings, claims, costs and expenses which may be brought against or incurred by the Supplier by reason of its supplying the Goods or applying any process or service in relation to Goods of the Customer in accordance with any such drawings, specifications or other information whether or not it alleged in such actions, proceedings and claims that any patent mark design copyright or other intellectual property or other exclusive right of any third party has been infringed.

 

20.    Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. The Supplier also has the right to terminate the Contract in the event of Force Majeure.

 

21.    Independent contractors

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Contract or any applicable Specification Document.

 

22.    Assignment

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Contract without the prior written consent of the Supplier.

The Supplier reserves the right at any time to licence or sub-contract all or any part of its rights or obligations or to assign all or any of its rights or interests or the benefit of any contract howsoever arising without first obtaining the consent of the customer. No right or interest of or benefit of any contract with the Supplier may be assigned by any other party without the consent of the Supplier in writing.

 

23.    Severability

If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Contract had been agreed with the invalid illegal or unenforceable provision eliminated.

 

24.    Waivers

The failure by either party to enforce at any time or for period any one or more of the terms and conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

 

25.    Notices

Any notice to be given by either party to the other may be served by e-mail, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by e-mail shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

 

26.    Entire Contract

This Contract contains the entire agreement between the parties relating to the subject matter and supersedes any previous contracts, agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Contract, this Contract may be varied only by a document signed by both parties.

 

27.    No Third Parties

Nothing in this Contract is intended to, nor shall it confer any rights on a third party.

 

28.    Governing law, jurisdiction and complaints

28.1  The Contract (including any non-contractual matters) is governed by the law of England and Wales.

28.2  Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.

28.3  Supplier will try to avoid any dispute and will deal with complaints in the following way: If a dispute occurs Customers should contact Supplier to find a solution as soon as possible. Supplier will aim to respond with an appropriate solution within 5 working days.

​

Version No:1.1 08/05/22