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Terms and Conditions
l. In these Conditions:`GOODS and SERVICES' means the goods and/or services which AGS Gas Ltd ("the Contractor") is to supply in accordance with these conditions

2.1 The Contractor shall sell and the Buyer shall purchase the Goods and/or Services in accordance with any written quotation of the Contractor which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Contractor, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in uniting between the Buyer and the Contractor,

2.3 Any advice or recommendation given by the Contractor or its employees or agents to the Buyer as to the storage, application or use of the Goods which is not confirmed in writing by the Contractor is followed or acted upon entirely at the Buyers own risk, and accordingly the Contractor shall not be liable for any such advice or recommendation which is not so confirmed.

3.1 The Buyer shall be responsible to the Contractor for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the Contractor any necessary information relating to the Goods and/or Services within a sufficient time to enable the Contractor to perform the Contract.

3.3 The Contractor reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable statutory or EC requirements or, where the Goods or Services are to be supplied to the Contractor's specification, which do not materially affect their quality or performance,3.4 No order which has been accepted by the Contractor may be cancelled by the Buyer except with the agreement in writing of the Contractor and on terms that the Buyer shall indemnify the Contractor in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Contractor as a result of cancellation.

4.1 The price of the Goods and/or Services shall be the Contractor's quoted price or as otherwise agreed in writing. All prices quoted are valid for 30 days only or unto earlier acceptance by the Buyer, after which time they may be altered by the Contractor without giving notice to the Buyer.

4.2 The Contractor reserves the right, by giving notice to the Buyer at any turn before delivery, to increase the price of the Goods or Services to reflect any increase in the cost to the Contractor which is due to any factor beyond the control of the Contractor (such as, without limitation, any foreign exchange, fluctuation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer, or failure of the Buyer to give the Contractor adequate instructions.

4.3 Except as otherwise stated under the terms of any quotation of the Contractor, and unless otherwise agreed m writing between the Buyer and the Contractor, all prices are given by the Contractor on an ex work basis. and save where the Contractor has specified to the contrary, include any amount payable for transport and packaging.

4.4 The price is exclusive of any applicable value added tar, which the Buyer shall be additionally liable to pay to the Contractor.

5.1 The Contractor shall be entitled to invoice the Buyer for the price of the Goods and/or Services on or at any time after delivery or installation of the Goods and/or Services,

5.2 The Buyer shall pay the price of the Goods and/or Services (without any other deduction) within 30 days of the date of the Contractors invoice, and the Contractor shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.

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

5.3.1 cancel the contract or suspend any further deliveries or provision of any services to the Buyer;

5.3.2 appropriate any payment made by the Buyer to such of the Goods and/or Service (or the goods supplied under any other contract between the Buyer and the Contractor) as the Contractor may think fit (notwithstanding any purported appropriation by the Buyer); and

5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 5 per cent per annum above HSBC Bank Plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

5.4 In the event of any suspension of deliveries pursuant to Clause 5.3 above, the Contractor shall be entitled to require as a condition of resuming performance, prepayment or such other security for payment as it may be required

6.1 Notwithstanding delivery and the passing of risk in the Goods, legal title to the Goods shall not pass to the Buyer until the Contractor has received in cash or cleared funds payment in full of the price of the Goods/Service.

6.2 Until such time as legal title in the Goods passes to the Buyer the Contractor shall be entitled at any time to require the Buyer to deliver up the Goods to the Contractor and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

7.1 Subject to the conditions set out below the Contractor warrants the Goods and Services will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their installation.

7.2 The Contractor shall be under no liability in the following conditions:

7.2.1 in respect of any defect arising from willful damage, negligence, abnormal working conditions, failure to follow the Contractor's instructions (whether oral or in writing), misuse or alteration of the Goods or Services provided without the Contractors approval;

7.2.2 if the total price for the Goods erection Services has not been paid by the due date for payment;

7.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or Services provided shall be notified to the Contractor within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Contractor accordingly, the Buyer shall not be entitled to reject the Goods and the Contractor shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract.

8.1 Where any valid claim in respect of any of the Goods and/or Services which is based on any defect in the quality or condition of the Goods and/or Services is notified to the Contractor in accordance with these Conditions the Contractor shall be entitled to replace the Goods for the part in question or carry out further services, free of charge or, at the Contractor's sole discretion to refund to the buyer the price of the Goods (or a proportion part of the price), but the Contractor shall have no further liability to the Buyer.

8.2 Except in respect of death or personal injury caused by the Contractor's negligence, the Contractor shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common in law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Contractor, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or provision of Services or their use or resale by the Buyer, and the entire liability of the Contractor under or in connection with the Contract shall not exceed the price of the Goods and/or Services, except as expressly provided in these Conditions.8.3 The Contractor shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Contractors obligations in relation to the Goods and/or Services, if the delay or failure was due to any cause beyond the Contractor's reasonable control which shall include, but not be limited to Act of God, explosion, flood, tempest, fire or accident or war or threat of war, sabotage, insurrection, civil disturbance or requisition or acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority or import or export regulations or embargoes or stakes, lock-outs or other industrial actions or trade disputes (whether invoking employees of the Contractor or of a third party) or difficulties in obtaining raw materials, labour, fuel parts or machinery.9 If the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business; or the Contractor reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly then without prejudice to any other right or remedy available to the Contractor, the Contractor shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the goods have been delivered or Services provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary

10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.2 No waiver by the Contractor of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected,10.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.

11 This Contract is personal to the Buyer who shall not assign nor in any way part with the benefit thereof without the Contractors prior written consent. The parties do not intend any third party rights to be created under or pursuant to this Contract.

Tel: 01789 766200
Email: agsgaslimited@btconnect.com