1.1 This Agreement is entered into between:
(a) You (the “Customer”) and;
(b) Ambience: Fires & Stoves Limited, a company incorporated in England and Wales (registered company number: 10481658), having its registered office at Ambience: Fires & Stoves, Brush House, Pony Road, Cowley, Oxford, OX4 2RD ("AMB")
1.2 This Agreement governs the terms and conditions on which the products and services are sold and/or supplied to the Customer by AMB (herein defined as the “Products” and “Services” respectively).
1.3 AMB shall itemise out the principal details of the Products and/or Services to be provided to the Customer in a quote (“Quote”). All Quotes shall remain valid for ninety (90) days from date of first issue.
1.4 The Customer shall provide AMB with as accurate information as possible regarding the required Products or Services and the requisite location so that AMB can make a Quote accordingly, following which, provision of the Products or Services following a Quote and/or inspection shall be at AMB’s sole discretion.
1.5 Any deposit or other payment made to AMB upon receipt of such a Quote shall constitute the Customer’s acceptance of the Quote and the terms of this Agreement, the details of which shall comprise an order (“Order”). AMB reserve the right to refuse any Order.
1.6 Following creation of an Order, the details contained in a subsequent invoice (“Invoice”) issued by AMB shall supersede those set out in AMB’s original Quote. For the avoidance of doubt, each Invoice shall also include the terms of this Agreement.
1.7 In the event of a conflict of terms between this Agreement and the Quote or the Invoice, the terms of the Quote or Invoice shall prevail. In the event of a conflict in terms between the Quote and the Invoice, then the terms of the Invoice shall prevail.
1.8 AMB reserve the right to alter or amend the terms of this Agreement for any particular Customer or class of Products.
1.9 The Customer acknowledges and accept that the terms of this Agreement and the applicable Quote and Invoice shall constitute the entire agreement between the Customer and AMB to the exclusion of anything previously agreed between the Customer and AMB, subject to, any special terms and conditions of sale set out in AMB’s catalogues, price lists or other literature, which shall only be incorporated herein if agreed in writing by AMB. The Customer acknowledges and accepts that the contents of any such literature are for illustrative purposes only.
1.10 Any details relating to the provision of the Products or Services discussed by the Customer verbally with AMBwhether in person, by telephone or other means shall only be binding once confirmed in writing by AMB.
1.11 The Customer hereby warrants to have the full power and right to enter into this Agreement and to allow AMB to perform all duties necessary to fulfil the Order requested.
1.12 AMB shall make reasonable endeavours to fulfil the Order and provide the Products or Services to the Customer as quoted and in accordance with good industry practice. AMB does however reserve the right to make reasonable amendments to any Order should the location, physical situation, environment or other necessary or mitigating circumstances relating to the Products or Services become apparent which require such an amendment to be made for satisfactory completion of the Order. In the event of such an amendment to an Order, AMB reserves the right to adjust their Quotes or Invoices accordingly. Such amendments or other suggested variations to the Order shall be made at AMB’s sole discretion. The details of the latest Quote or Invoice shall supersede those of any previously issued to you for the applicable Products or Services. Further, AMBreserves the right to cancel an Order on the grounds stated herein or in the event that OFC reasonably believe that they cannot satisfactorily, legally or otherwise fulfil the Order.
1.13 In the event that either AMB or the Customer choose to terminate the Order, AMB shall be entitled to be paid accordingly for the Services rendered until the time of termination and for any additional work necessary to resolve the direct effects of such termination.
2. Prices and Payment
2.1 AMB price lists do not constitute an offer.
2.2 All prices shall be inclusive of any applicable value-added tax or other statutory duties at the time of purchase.
2.3 Payments can be made by cash, cheque, credit/debit card, BACS or other transfer of funds directly to our bank as to be agreed with AMB.
2.4 AMB require a deposit payment to be paid at point of order of any Products (normally 50% of the total cost of any Products and Services set out in the applicable Quote or Invoice, unless otherwise agreed by AMB) and, in all circumstances, for such payment to have cleared prior to delivery or fitting of the Products.
2.5 The Customer shall have seven (7) days to pay the outstanding balance of any Quote or Invoice following satisfactory completion of such applicable Order, as deemed by AMB.
2.6 Upon payment of the outstanding balance of any quote or invoice AMB shall register the installation with the required authorities in accordance with the required authorities instructions. The authority shall then issue the certificate, AMB cannot provide any guarantee as to the date the certificate is issued to the customer. 2.7 Non-payment by the due date entitles AMB to cancel the contract or to suspend deliveries without further notice. Notwithstanding this provision, AMB also reserves the right to charge interest on late payments, as set out in the Late Payment of Commercial Debts (Interest) Act 1998.
3. Customer premises
3.1 The Customer hereby grants AMB permission to enter the requisite premises (“Premises”) for the purposes of inspection, obtaining a Quote, for delivery of Products, performance of Services or other task otherwise required for fulfilment of the Order.
3.2 For the avoidance of doubt, the Customer hereby grants AMB permission to make alterations to the Premises and the fixtures and fittings thereof to fulfil the Order.
3.3 The Customer acknowledges and accepts that, given the nature of the Products and Services offered by AMB, there may be health and safety implications for the Customer and others at the Premises, during performance of the Services. As such, the Customer acknowledges and accepts that AMB shall only be responsible for their own health and safety whilst at the Premises and not that of the Customer or any third party, unless otherwise legally required.
4. Title and risk of Products
4.1 Until full payment has been cleared/received by AMB for all or any Products
5.1 Should any of these general terms of business and conditions of sale be inapplicable, this would not imply that the rest of the present terms do not remain valid.
5.2 Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed a waiver of any such right nor to operate so as to bar the exercise or enforcement thereof or of any other right on any other occasion.
5.3 If any provision of this Agreement shall become or be declared by any court of competent jurisdiction to be invalid or unenforceable in any way such invalidity or unenforceability shall in no way impair or affect any other provisions all of which shall remain in full force and effect.
5.4 AMB reserves the right to terminate this Agreement if it has reasonable belief that the Customer has made any misrepresentations to AMB, whether fraudulent or otherwise, which could affect the fulfilment of an Order or result in financial or reputational losses to AMB.
5.5 In the event that AMB recommends a third party supplier, fitter or manufacturer to the Customer in relation to the Products, Services or similar, AMB shall not be held responsible whatsoever for the acts, omissions or negligence of such third parties.
5.6 This Agreement shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No third party shall have any right to enforce or rely on any provision of the Agreement, which does or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. The application of any legislation giving or conferring on third parties contractual or other rights in connection with the Agreement shall be excluded.
5.7 By entering into this Agreement, the Customer acknowledges that this does not form any type of partnership or similar business relationship and the Customer shall not hold themselves to be an employee or contractor of AMB or have any rights that may only be exercised by AMB.
5.8 Whilst AMB may assign the benefit of this contract to any third party, the Customer shall not assign the benefit of this Agreement to any third party without AMB’s written approval.
6. Dispute Resolution
6.1 AMB expect both the Customer and members of AMB to deal with any complaints in a prompt and courteous manner and asks the Customer to escalate any complaints to AMB internally in the first instance. AMB reserves the right to resolve any disputes through the means of arbitration or the English court system at AMB’s sole discretion.
6.2 AMB reserve the right to cancel an Order should they receive any abusive or other intolerable behaviour.
7. Law of the contract
8. This Agreement (inclusive of any Quote or Invoice) is governed and will be interpreted in accordance with the laws of England and Wales. The English courts shall have exclusive jurisdiction to settle any claim or dispute which might arise out of or in connection with these terms and conditions.
8.1 subject to an applicable Order, the title and ownership of such Products shall remain that of AMB or their supplier, as appropriate.
8.2 Notwithstanding the foregoing, risk in the Products shall pass to the Customer on delivery except where the Customer requires a special method of shipment in which case risk shall pass to the Customer when the Products leave AMB’s premises.
8.3 AMB retain ownership of any designs or other intellectual property rights created during the performance of the Services and shall grant the Customer a non-exclusive, royalty-free licence to reproduce such.
9. Fitted Products
9.1 Once installed the Customer has seven (7) days to notify AMB of any damages or amending work required. After this period AMB reserves the right to charge for any extra work required.
9.2 The Customer acknowledges and accepts that by the nature of the Products and Services that they should be handled and used with due care and consideration and used only for the intended purposes and instructions provided by the manufacturer. Where the Customer requires any information regarding the operation of any Products, AMB shall provide the Customer with such additional professional information or advice, however, AMB shall not be held liable for the Customer’s use or misuse of such information or advice and the Customer ought to consult with the manufacturer where possible.
9.3 It is the responsibility of the Customer to ensure that all stone work is appropriately sealed after installation to help prevent damage or stains. Any Products damaged by heat produced by fire is not the responsibility of AMB and any remedial work costs are at the sole discretion of AMB.
10.1 Products supplied by AMB are delivered at the risk of AMB unless a Customer stipulates a special method of delivery, in which event Products are delivered at the risk of the customer and an extra charge may be made for delivery.
10.2 Any stated delivery date constitutes only a warranty by AMB to use reasonable endeavours to effect delivery by or about the date. No liability will be accepted by AMB for failure to meet delivery dates, howsoever caused. All proposed delivery dates must be agreed in writing by AMB.
10.3 Standard delivery charges within Oxfordshire and neighbouring counties are postcode dependant can be requested. 10.4 Upon conformation and acceptance of installation date, please note that AMB require seven (7) days written confirmation of cancellation from the customer. If written notification of cancellation of installation is not provided to AMB within the previously specified time, the customer is liable for an out of pocket expenses charge from AMB. This charge consists of the installation cost, detailed on the Quote or Invoice and will cover the cost of AMB's engineers for the day/s.
11. Returns procedure
11.1 Product may only be returned to AMB after first obtaining AMB’s agreement to do so.
11.2 In any event, any liability for loss or damage in the course of delivery or defect of the Products or Services shall in all circumstances whatsoever be limited (at the option of AMB) to either the repair of the Products concerned, the reimbursement to the Customer of the invoice value of such Products or the replacement of the Products (subject to availability from the manufacturer).
11.3 In the event of damage, the Customer must advise in writing or via email AMB of any such damage, within seven (7) days of delivery. All such Products will be replaced provided the damage was incurred prior to receipt by either the Customer or the Customer carrier. No claim for damage will be allowed if informed beyond this time limit.
11.4 In the event that the Customer receives incorrect Products that do not match the original Quote or Invoice as appropriate, AMB must be notified, in writing or via email, within seven (7) days of AMB’s delivery date.
11.5 Generally, non-defective, undamaged Products will only be accepted back where they have not been supplied to the Order. In exceptional circumstances, AMB may allow the return of certain non-defective Products, however such returns will be on a case-by-case basis and may be subject to a restocking fee up to thirty percent (30%) of the total cost. Such requests should be made to AMB in writing. All non-defective returns will only be accepted for Products that are received at AMB in pristine condition - i.e. resale-able, undamaged, unmarked, unopened and together with any accessories or cables as originally supplied. The Customer is entirely responsible for the transportation and packaging of such Products. AMB may uninstall and replace such Products at AMB’s sole, reasonable discretion and may charge a reasonable cost for doing such, where deemed necessary.
12.1 All Products except for stonework are supplied with the benefit of the manufacturer’s warranty agreement and warranty process. For the avoidance of doubt, AMB does provide its own warranties for the Products or Services to be delivered and excludes any implied terms of condition to the full extent permitted by the law.
12.2 Subject to the terms of this Agreement and appropriate Quotes and/or Invoices, AMB shall not be liable to the Customer for any direct, indirect, consequential or other losses resulting from delivery of the Products, performance of the Services or fulfilment of the Order.
13. Uncontrollable events and delays
13.1 In case of delays caused by circumstances beyond the control of AMB or AMB’s suppliers, then AMB shall have the right to either suspend fulfilment of an Order without notice or cancel the contract without liability.
13.2 By way of illustration and not of limitation, the following are to be treated as uncontrollable events: act of God, governmental order, strike, lockout, riot, revolution, mobilisation, war, epidemic, official regulations, court order, transportation difficulties, working difficulties, machine breakdowns, fires, blocked chimney, non swept chimney, inclement weather, failure of suppliers, or other causes, whether similar or not.