“Business Day” a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Confirmation of Order” Azego’s written confirmation of acceptance of the Customer’s order on these terms.
“Delivery Date” the date estimated for delivery of an Order, identified in the Confirmation of Order.
“Delivery Location” the address for delivery of the Goods, identified in the Confirmation of Order.
“Force Majeure Event” any unexpected or unplanned event, including an act of nature, act or omission of the Customer, act of a governmental authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural disasters, epidemic, pandemic, shortage of labour, energy, fuel, materials or Goods, strike, labour action, criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labour, materials or Goods through regular sources, communication or power failures, acts of God, or any cause beyond a party’s reasonable control;
“Goods” the goods (or any part of them) set out in the Confirmation of Order.
“Order” an offer to order Goods on Azego’s terms set out herein, submitted by the Customer.
“Price” the price for the Goods, as set out in the Confirmation of Order subject always to clause 8.1 .
“VAT” value added tax or any equivalent tax chargeable in the UK or elsewhere.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes emails.
2.1 The Customer may place an Order for Goods or request a quotation for Goods from Azego. Any quotations by Azego are invitations to tender and are subject to change at any time without notice until an Order placed by a Customer is accepted by Azego in writing. An Order shall constitute an offer to buy Goods and all Orders are subject to written acceptance by Azego, who may accept or decline orders at its absolute discretion. Azego shall issue a Confirmation of Order to accept Orders exclusively on these terms, and the acceptance by way of the Confirmation of Order shall create a binding legal contract between Azego and the Customers on these terms. The Customer may not change, cancel or vary the terms of an Order without Azego’s written consent.
2.2 Azego shall assign an order number to each Order and notify the order number to the Customer with the Confirmation of Order. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.
2.3 An Order shall be on these terms exclusively and these terms are incorporated by reference into each quotation or Confirmation of Order provided by Azego whether the Order is placed in person, over the phone or by electronic means (whether over the Azego website or by email). These terms appear on the Azego website [www.azego.co.uk] for reference of Customers in advance of placing any order with (or requesting any quote from) Azego. All other terms and conditions are hereby expressly excluded by Azego, howsoever referred to or notified by the Customer, or implied by trade custom, practice or course of dealing, at any time during the pre-contractual negotiations, discussions or enquiries.
2.4 The Confirmation of Order will include an estimated Delivery Date for the Order however time of delivery shall not be of the essence.
2.5 The Customer is responsible for ensuring that the quantity, model and specification of the Goods ordered is accurate and Azego shall have no liability for errors made by the Customer when placing the Order.
2.1 Azego requires Customers to agree to separate “non-cancellation – non-refund” ("NCNR") terms before issuing a Confirmation of Order. Azego may identify Goods as NCNR by various means including in catalogue, brochure or marketing materials, by email, quotes, product lists or attachments. Separate NCNR terms shall be included in quotations and the Confirmation of Order when relevant. The NCNR terms will be incorporated into these terms by reference and form part of the legally binding contract between the parties.
3.1 Any samples, drawings, descriptive matter, or advertising produced by Azego and any descriptions or illustrations contained in Azego’s catalogues, brochures or marketing materials are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the terms and have no contractual force and Azego reserves the right to amend the specification of the Goods.
4.1.1 Each delivery of Goods will be accompanied by a delivery note that references these terms, the Confirmation of Order, the order number, the type and quantity of Goods (including the code number of the Goods, where applicable), and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.3 Delivery Dates are approximate only, and the time of delivery is not of the essence. Azego shall not be liable for any delay in delivery of any Goods.
4.4 If 10 Business Days after the day on which Azego notified the Customer that Goods were ready for delivery or has attempted delivery, the Customer has not taken delivery of those Goods, Azego may resell or otherwise dispose of part or all of the Goods and, if payment has been made by the Customer, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.
4.5 Azego may deliver Orders by instalments. The Customer may not cancel an instalment because of any delay in delivery or defect in one instalment.
5.1 Azego warrants that, for a period of 12 months from the date of delivery (warranty period), the Goods shall:
5.1.1 be free from material defects in design, material and workmanship; and
5.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2.1 if the Customer gives notice in writing to Azego promptly after discovery that some or all of the Goods do not comply with the warranties set out in clause 5.1; and
5.2.2 Azego is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by Azego) returns such Goods to Azego’s place of business at the Customer’s cost, then Azego shall, at its option, repair or replace any Goods that are found to be defective, or refund the price of such defective Goods in full.
5.3 All warranty claims shall be time-barred 12 months from the time of delivery of the non-conforming Goods.
5.4 Azego shall not be liable for Goods’ failure to comply with the warranties set out in clause 5.1 if:
5.4.1 the Customer makes any further use of such Goods after giving notice of defects; or
5.4.2 the defect arises because the Customer failed to follow Azego’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or
5.4.3 the defect arises as a result of Azego following any drawing, design or specification supplied by the Customer;
or
5.4.4 the Customer alters or repairs such Goods; or
5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
5.5 Azego’s only liability to the Customer if the Goods fail to comply with the warranties set out in clause 5.1 is as set out in this clause 5.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Order
5.7 These terms shall apply to any repaired or replacement Goods supplied by Azego.
6.1 Risk in Goods shall pass to the Customer in accordance with the incoterms agreed for delivery (or collection).
6.2 Title to Goods shall only pass to the Customer once Azego receives payment in full (in cash or cleared funds) for the Goods.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Azego’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify Azego immediately if it becomes subject to any of the events listed in clause 11.1.2; and
6.4 Azego may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses Azego, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 6, and to recover any Goods in which property has not passed to the Customer.
6.5 Azego may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Seller.
7.1 If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify Azego in writing enclosing a copy of the Recall Notice.
7.2 Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of Azego and only then in strict compliance with Azego’s instructions as to the process of implementing the withdrawal.
8.1 The Customer shall pay for Goods in accordance with this clause 8. In any event, Prices may be subject to change due to a manufacturers’ price increase, a fluctuation in exchange rates or quoting errors and Azego reserves the right to make changes to the Price when required.
8.2 The Price excludes:
8.2.1 the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the Price; and
8.2.2 amounts in respect of VAT, which the Customer shall additionally be liable to pay to Azego at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.
8.3 Azego may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after Azego has issued the Confirmation of Order. Azego shall ensure that the invoice includes the Confirmation of Order reference, the date of the Order, an invoice number, the Customer’s order number (if provided), Azego’s VAT registration number, and any supporting documentation that the Customer may reasonably require.
8.4 The Customer shall pay invoices in accordance with agreed terms and into the bank accounts notified in writing by Azego. If the Customer fails to make any payment due to Azego by the due date for payment, then, without limiting Azego’s remedies under clause 11:
8.4.1 the Customer shall pay interest (accruing each day) on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will be charged at the maximum amount allowed by the applicable law, plus reasonable legal fees and collection costs.
8.1 Azego may suspend, delay or re-schedule all further deliveries of Goods until payment has been made in full and declare all Customer outstanding invoices due and payable immediately.
8.2 All amounts due under this agreement from the Customer to Azego shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Azego may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by Azego to the Customer.
8.1 At any time, Azego may change the terms of Customer's credit at any time, in writing.
9.1 Azego has obtained insurance cover in respect of certain aspects its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover Azego has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
9.2 Nothing in these terms shall limit or exclude Azego’s liability for:
9.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.2.2 fraud or fraudulent misrepresentation;
9.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
9.2.4 any matter in respect of which it would be unlawful for Azego to exclude or restrict liability.
9.3 Subject to clause 9.2:
9.3.1 Azego shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these terms; and
9.3.2 Azego’s total liability to the Customer for all other losses arising under or in connection with these terms, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the total sums actually received by Azego from the Customer (i) on or before the date of the event giving rise to the loss and (ii) in payment only for the Goods in relation to which the Customer has suffered the loss.
10.1 In performing its obligations under these terms, Azego shall comply with all applicable laws from time to time in force provided that Azego shall not be liable under this agreement if, as a result of such compliance, it is in breach of any of its obligations under this agreement.
11.1 Either party may terminate an Order, with immediate effect by giving written notice to the other party if:
11.1.1 the other party commits a material breach of any of these terms and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
11.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
11.2 Without limiting its other rights or remedies, Azego may terminate the Order with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due on the due date for payment and remains in default not less than 10 (ten) Business Days after being notified in writing to make such payment.
11.3 Termination of an Order shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of these terms which existed at or before the date of termination. Any term that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
1.1 Force majeure. Neither party shall be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 3 (three) months, the party not affected may terminate the Order by giving 10 (ten) days’ written notice to the affected party.
1.2 Assignment and other dealings.
1.2.1 The Customer shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these terms without the prior written consent of Azego.
1.2.2 Azego may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
1.3 Confidentiality.
1.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 12.3.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
1.3.2 Each party may disclose the other party’s confidential information:
1.3.2.1 to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
1.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
1.3.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.
1.4 Entire agreement.
1.4.1 These terms together with the Confirmation of Order constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
1.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
1.5 Variation. No variation of these terms shall be effective unless expressed as a variation to these terms and in writing and signed by the parties (or their authorised representatives).
1.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
1.7 Severance. If any provision or part-provision of these terms becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of any other of these terms.
1.8 Notices.
1.8.1 Any notice or other communication given to a party under or in connection with the Order shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by hand, or sent by pre-paid first class post or other next working day delivery service, or email.
1.8.2 A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 12.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or, if sent by email, one Business Day after transmission.
1.8.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
1.9 Third party rights. No one other than a party to this contract shall have any right to enforce any of its terms.
1.10 Governing law and Jurisdiction. These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by, and construed in accordance with, the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.