Terms & Conditions

Anglia Door Systems Limited
Registered in England and Wales under Company Number 04720986 – Registered Office: Unit 12 Roman Way, Thetford, Norfolk IP24 1XB

ANGLIA DOOR SYSTEMS LIMITED – TERMS AND CONDITIONS OF BUSINESS

1. INTRODUCTION
These terms and conditions apply to the supply of goods and services to you (‘the
Customer’) by Anglia Door Systems Limited (‘ADS’).

2. INTERPRETATION
2.1 In these Conditions the following definitions apply:
Business Day means a day other than Saturday, Sunday and public holidays;
Conditions means the terms and conditions set out in this document;
Contract means the agreement between ADS and the Customer for the
sale and purchase of Goods and or the supply of Services
incorporating these Conditions;
Delivery Location means the location(s) for delivery of the Goods and or supply of
Services as set out in the Order;
Doors means such new industrial and commercial doors, shutters,
grilles, barriers or gates that are supplied by ADS to the
Customer and installed by ADS under a Contract;
Equipment means the goods belonging to the Customer for which ADS
supplies Maintenance Services under a Contract;
Force Majeure means an event or sequence of events beyond ADS’ reasonable
control preventing or delaying it from performing its obligations
under the Contract including (but not limited to) an act of God,
fire, flood, lightning, earthquake or other natural disaster; war,
riot or civil unrest, strike, lockout or boycott or other industrial
action; interruption or failure of supplies of power, fuel, water,
transport, equipment, telecommunications service or materials
required by or for performance of the Contract;
Goods means the goods and related accessories, spare parts and
documentation to be supplied by ADS to the Customer under a
Contract;
Maintenance Services means the Services provided by ADS to the Customer for the
maintenance of Equipment under a Contract;
Order means the Customer’s order for the Goods and/or Services from
ADS;
Parts means spare parts for industrial or commercial doors, shutters,
grilles, barriers or gates supplied by ADS to the Customer under
a Contract;
Price means the price charged by ADS for the Goods and or Services
supplied under a Contract;
Repair Services means the Services provided by ADS to the Customer for the
repair of Customer’s goods under a Contract;
Services means the services supplied by ADS to the Customer under a
Contract;
VAT means value added tax under the Value Added Taxes Act 1994
or any other similar sale or fiscal tax applying to the sale of the
Goods and/or Services;
2.2 Unless the context otherwise requires:
2.2.1 each gender includes the others;
2.2.2 the singular includes the plural and vice versa;
2.2.3 references to persons include individuals, unincorporated bodies, government
entities, companies and corporations;
2.2.4 clause headings do not affect their interpretation;
2.2.5 general words are not limited by example;
2.2.6 references to any legislation will be construed as a reference to that provision
as amended, re-enacted or extended at the relevant time; and
2.2.7 references to ‘writing’ includes faxes and emails.

3. APPLICATION OF THESE TERMS AND CONDITIONS AND FORMATION OF CONTRACT
3.1 These terms and conditions apply and form part of the Contract between ADS and the
Customer. They supersede any previously issued terms and conditions.
3.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s
purchase order, Customer’s confirmation of order or Customer’s specification will form
part of the Contract.
3.3 Each Order by the Customer to ADS will be deemed to be an offer to purchase Goods
and/or Services subject to the Conditions. No Order which has been accepted by ADS
may be cancelled by the Customer except with the written agreement of ADS.
3.4 An Order will be accepted by ADS only when it confirms so to the Customer at its sole
discretion. ADS reserves the right at all times to reject any Order, in whole or in part, at
its sole discretion. If ADS accepts an Order by confirming the same to the Customer
then there will be a binding agreement in place between ADS and the Customer for the
supply of the relevant Goods and or Services to the Customer.
3.5 No variation of these Conditions or to an Order, or to a quotation from ADS will be
binding unless expressly confirmed in writing by a duly authorised signatory on behalf
of ADS. If the Customer wishes to make a variation to the Goods and or Services to be
supplied after acceptance of an Order by ADS then it may make a request to ADS in
writing and ADS will thereafter:-
a. confirm whether it will accept such variation; and
b. provide an estimate or quotation of costs that will be incurred by such
variation.
If ADS will accept such variation then the Customer will be liable to pay such additional
costs of ADS as it shall notify to the Customer.
3.6 ADS may supply quotations for the supply of Goods and or Services. In the event that a
quotation is given by ADS it will be deemed to be an invitation to treat (and shall not
be an offer) by ADS to supply Goods and or Services on and subject to the Conditions.
Any quotation by ADS for the supply of Goods and or Services (other than Repair
Services) will be valid for 28 days from the date of issue. Any quotation by ADS for the
supply of Repair Services will be valid for 10 days from the date of issue.
3.7 ADS’ employees or agents are not authorised to make any representations concerning
the Goods or Services unless such representations are confirmed by ADS in writing to
the Customer. In entering into the Contract the Customer acknowledges that it does
not rely on any such representations which are not confirmed by ADS in writing but
nothing in these Conditions affects either party’s liability for fraudulent
misrepresentation.

4. PRICE
4.1 Subject to clause 4.2 the Price shall be as set out on the quotation issued by ADS.
Unless otherwise stated the Price does not include VAT. VAT will be charged by ADS at
the then-applicable rate which the Customer must pay.
4.2 Quotations are not binding on ADS and ADS may need to make charges in addition to
the charges set out in its quotation. This can occur for a number of reasons, including
(but not limited to) if:-
a. the Customer requests additional or different Goods and or Services (and
ADS has agreed to make such changes or additions);
b. additional or different Goods and or Services are necessary in the opinion
of ADS to comply with applicable health and safety or statutory
requirements (and ADS has agreed to such changes);
c. additional or different Goods and or Services are necessary in the opinion
of ADS as a result of incorrect or misleading information provided to ADS;
d. it becomes apparent to ADS that the amount of Goods and or Services or
the type of Goods and or Services needed to satisfy the Customer’s
request(s) is different to what was notified when the quotation was
provided;
e. there has been change, for example to the Delivery Location, Equipment,
other goods, equipment, items or premises which affect the supply of the
Goods and or Services;
f. the supply of the Goods and or Services are interrupted (other than at the
fault of ADS).
Where additional charges will be made by ADS then ADS will continue with the supply
of the Goods and or Services if the extra amount payable by the Customer does not
exceed 10% of the price set out in the quotation without obtaining the Customer’s
agreement. In the event that the additional charges are anticipated to exceed 10% of
price set out in the quotation then ADS will cease the supply of the Goods and Services
and seek the Customer’s agreement to the additional charges unless:-
(i) it is not possible to contact the Customer within a reasonable time, or
(ii) it is not (in ADS’ opinion) safe not to carry out and finish supplying the
Goods and or Services, for example because the Customer’s goods or
premises would be left in a dangerous condition or unprotected from theft
if ADS did not complete the supply of the Goods and or Services.
If the Customer does not wish to incur such additional cost then ADS will not be liable
for (i) any delay in the supply of the Goods and or Services or (ii) any failure to
continue or complete the supply of any Goods and or Services under the Contract.
4.3 Unless otherwise agreed in writing, delivery, replacement or spare parts, consumables,
scaffolding and other equipment required for the supply of Goods and or Services are
not included in the Price. ADS will advise the Customer of the costs of delivery, any
replacement parts, consumables, scaffolding or other equipment and such costs must
be paid by the Customer in addition to the Price. If the Customer does not wish to
incur such additional cost then ADS will not be liable for (i) any delay in the supply of
the Goods and or Services or (ii) any failure to continue or complete the supply of
Goods and or Services under the Contract.
4.4 Unless otherwise agreed in writing ADS may invoice the Customer for the Goods and or
Services after such Goods and or Services have been delivered or supplied (as
appropriate). For the avoidance of doubt ADS may invoice the Customer for
Maintenance Services after each maintenance visit.
4.5 If any deposit is paid to ADS in respect of the Goods and or Services then such deposit
will not be refunded to the Customer. ADS will not pay interest on any deposit held.
4.6 Unless otherwise agreed in writing (and subject to clause 13.4), the Price is payable by
the Customer to ADS in full in cleared funds within 30 days of the date of ADS’ invoice.
Time for payment of the Price is of the essence.
4.7 ADS reserves the right to claim statutory interest at 8% above the Bank of England
interest rate in force on the date any payment to it from the Customer becomes
overdue and at any subsequent rate where the reference rate changes and the debt
remains unpaid in accordance with the Late Payment of Commercial Debts (Interest)
Act 1998 as may be amended from time to time.
4.8 Without prejudice to or limiting any other rights that ADS may have, where any sums
due to ADS are not paid in full in cleared funds by the due date ADS may:
a. suspend or cancel the supply of Goods and or Services to the Customer;
b. terminate all and any Contracts with the Customer on giving written
notice.

4.9 ADS reserves the right to perform a credit search on any customer prior to carrying out works. The credit terms offered by ADS are solely subject to the credit search results and could result in no credit facility being offered.

5. DELIVERY
5.1 The Goods will be delivered to the Delivery Location. The Services will be supplied at
the Delivery Location.
5.2 The Goods will be deemed delivered on arrival of the Goods at the Delivery Location.
5.3 ADS will use its reasonable endeavours to meet estimated delivery dates and times for
Goods and dates provided for the supply of the Services but such dates are
approximate only, and time of delivery of the Goods and time of supply of the Services
is not of the essence.
5.4 If the Customer wishes to change a delivery date and or time for Goods and or Services
then the Customer must give ADS not less than 48 hours notice of such request before
the estimated delivery date and time. If such notice is not given or the Delivery
Location is not available at the estimated delivery date and time then ADS reserves the
right to charge the Customer ADS’ standard travel and waiting time rates in force at
the relevant time.
5.5 ADS will not be liable for any delay in or failure of delivery of the Goods or any delay in
or failure of the supply of Services caused by:-
a. the Customer’s failure to make the Delivery Location (or other goods,
equipment, items or premises necessary for the supply of the Goods and or
Services) available;
b. the Customer’s failure to prepare the Delivery Location in accordance with
instructions provided by ADS or otherwise as required for the supply of the
Goods and or Services under the Contract;
c. the Customer’s failure to provide ADS with adequate instructions, for
delivery or supply or otherwise relating to the Goods or Services; or
Anglia Door Systems Limited
Registered in England and Wales under Company Number 04720986 – Registered Office: Unit 12 Roman Way, Thetford, Norfolk IP24 1XB
d. any delay or failure by any third party to supply goods or services to the
Customer.
5.6 If, 10 Business Days after the due date for delivery or collection of the Goods, the
Customer has not taken delivery, ADS may resell or otherwise dispose of the Goods. If
such Goods are resold or otherwise disposed of, ADS will:
i) invoice the Customer for reasonable storage charges and costs of resale; and
ii) account to the Customer for any excess of the resale price over (provided the
Customer has paid the Price in full in cleared funds), or invoice the Customer
for any shortfall of the resale price below, the price paid by the Customer for
the Goods.
The Customer acknowledges that ADS may be unable to sell the Goods or any part
thereof and may only be able to recover the scrap value of the Goods and ADS will not
be obliged by way of mitigation to seek to sell Goods above their scrap value.

6. TITLE AND RISK
6.1 Risk in the Goods will pass to the Customer on arrival of the Goods at the Delivery
Location. Unless otherwise agreed in writing the Customer will unload the Goods at its
own cost and risk.
6.2 Title to the Goods will not pass to the Customer until ADS has received payment in full
and cleared funds for all charges due in respect of the relevant Contract under which
the Goods are supplied.
6.3 Until title to the Goods has passed to the Customer, the Customer will:
a. hold the Goods as bailee for ADS;
b. store the Goods separately from all other material in the Customer’s
possession;
c. take all reasonable care of the Goods and keep them in reasonable and
saleable condition;
d. insure the Goods: (i) with a reputable insurer (ii) from the time and date of
delivery (iii) against all risks (iv) for an amount at least equal to the Price;
e. ensure that the Goods are labeled and clearly identifiable as belonging to
ADS;
f. not remove or alter any mark on or packaging of the Goods;
g. inform ADS as soon as possible if it becomes subject to any of the events
set out in clause 13.1;
h. provide ADS such information concerning the Goods as ADS may request
from time to time.
6.4 If, at any time before title to the Goods has passed to the Customer, the Customer has,
or ADS reasonably believes the Customer is likely to, become subject to any of the
events specified in clause 13.1, ADS will be entitled to:
6.4.1 repossess all or any of the Goods and to take possession of all or any
goods incorporating Goods; and
6.4.2 require the Customer at the Customer’s expense to redeliver the Goods to
ADS and if the Customer fails to do so promptly, enter any premises where
the Goods are stored and repossess them with such transport as may be
necessary or instruct agents to do so.
6.5 The Customer warrants that it is not at the time of entering into the Contract insolvent
and knows of no circumstance which would entitle any creditor to appoint a receiver or
to petition for winding up or to exercise any other rights over or against its assets.

7. ADS’ OBLIGATIONS
7.1 ADS will carry out the Repair Services and Maintenance Services with reasonable care
and skill. Subject to the provisions of clause 7.4 if any defect is discovered in ADS’
workmanship in relation to the Repair Services or Maintenance Services within 1
month of supply of the Repair Services or Maintenance Services (as applicable) then
ADS will inspect such alleged defect and if in the reasonable opinion of ADS the alleged
defect is due to a defect in the workmanship of ADS then ADS will carry out such
further services as may be reasonably necessary to rectify such defect. Following such
rectification ADS shall have no further liability to the Customer.
7.2 Subject to the provisions of clause 7.4 ADS warrants that Parts supplied and installed by
it will be free from defects in material and workmanship for a period of 3 months from
the date of delivery or 3 months from the date of installation by ADS, whichever is the
first to expire (Parts Warranty Period). Subject to the provisions of clause 7.4 if any
defect in material or workmanship in Parts supplied and installed by ADS is discovered
within the Parts Warranty Period then ADS will inspect such alleged defect and if in the
reasonable opinion of ADS the alleged defect is due to a defect in the material or
workmanship of ADS then ADS will at its option repair, replace or refund the price of
the defective Parts (or a proportionate part thereof). Following such repair,
replacement or refund ADS shall have no further liability to the Customer.
7.3 Subject to the provisions of clause 7.4 ADS warrants that Doors supplied and installed
by it will be free from defects in material and workmanship for a period of 12 months
from the date of delivery or 12 months from the date of installation by ADS, whichever
is the first to expire (Doors Warranty Period). ADS and the Customer may agree in
writing that the warranty in this clause 7.3 may be extended by an agreed period.
Subject to the provisions of clause 7.4 if any defect in material or workmanship in
Doors supplied and installed by ADS is discovered within the Doors Warranty Period
then ADS will inspect such alleged defect and if in the reasonable opinion of ADS the
alleged defect is due to a defect in the material or workmanship of ADS then ADS will
at its option repair, replace or refund the price of the defective Doors (or a
proportionate part thereof). Following such repair, replacement or refund ADS shall
have no further liability to the Customer.
7.4 ADS shall be under no liability under the warranties in clause 7.1, clause 7.2 or clause
7.3 and the Customer shall pay the Price under the Contract as if the relevant Doors,
Parts and or Services had been supplied in accordance with the Contract:
a. if the Customer fails to inform ADS of the alleged defect promptly on
discovery and in any event within 2 Business Days of discovery;
b. if the Customer fails to provide ADS with such access to the site of the
alleged defect as ADS requires;
c. if any defect arises from any drawing, design, information, data,
requirement or specification supplied by the Customer;
d. if any defect arises from fair wear and tear (or could be expected to arise
in the normal course of use of the relevant Doors(s), Part(s), Equipment or
the Customer’s doors, other goods, equipment or items), wilful damage,
negligence, abnormal working conditions, environmental conditions
(including but not limited to weather) or misuse of the relevant Door(s),
Part(s), Equipment or the Customer’s doors, other goods, equipment or
items;
e. if the Customer fails to follow ADS’ or the manufacturer’s instructions
(whether oral or in writing) as to storage, installation, commissioning, use
or maintenance of the relevant Door(s) or Part(s), Equipment or the
Customer’s doors, other goods, equipment or items;
f. if the total price for the Goods and or Services in the Contract under which
they are supplied has not been paid by the due date for payment;
g. if in the opinion of ADS the relevant Door(s), Part(s), Equipment or the
Customer’s doors, other goods, equipment or items have been used
otherwise than for the purpose for which they were designed;
h. if the Customer has used or ADS reasonably suspects the Customer has
used consumables other than those recommended by ADS for the
manufacturer of the relevant Door(s), Part(s), Equipment or the
Customer’s doors, other goods, equipment or items;
i. if ADS has notified the Customer of the possibility of defect arising as a
result of the Customer’s instructions, requirements or Order;
j. if the defect is due to any act or omission of the Customer or any third
party or if Customer or any other third party relocates, maintains, repairs,
alters or modifies the relevant Door(s), Part(s) or Equipment without ADS’
prior written consent;
k. if the Customer uses any of the relevant Door(s) or Part(s) after notifying
ADS that it does not comply with clause 7.2 or 7.3 (as applicable);
l. if the Customer is in breach of the Contract (including but not limited to
the Conditions).
7.5 For the avoidance of doubt ADS shall not be liable under clauses 7.1, 7.2 and 7.3 to any
person company or other organisation other than the Customer and the Customer may
not assign to any third party the benefit of the warranties provided in clause 7.1,
clause 7.2 and clause 7.3.
7.6 Subject as expressly provided in these Conditions all warranties, conditions or other
terms implied by statute or common law are excluded to the fullest extent permitted by
law.
7.7 The Customer acknowledges that in entering into the Contract it does not so in reliance
on any representation, warranty, or other provision except as expressly provided in
these Conditions. Nothing in these Conditions excludes any liability for fraud.