asecos – Safety and Environmental Protection

1.1 Definitions. In these Conditions, the following definitions apply:

1.2 Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

1.3 Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.6.

1.4 Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods constituted by the Order Confirmation and these Conditions.

1.5 Customer: the person or firm who purchases the Goods from the Supplier.

1.6 Force Majeure Event: has the meaning given in clause 14.

1.7 Goods: the goods (or any part of them) set out in the Order.

1.8 Order: the Customer's order for the Goods, as detailed in the Customer's purchase order form.

1.9 Specification: any specification for the Goods including any related plans and drawings, as set out on the Supplier’s web site, as particularly detailed in the Order Confirmation or as otherwise agreed in writing by the Customer and the Supplier.

1.10 Supplier: asecos Limited, whose registered office is at Profile House, Stores Road, Derby, DE21 4BD (registered in England and Wales with company number 5215722).

1.11 Construction. In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes e-mails.

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, whether in a purchase order or any other document provided by the Customer or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes a commitment by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order ("Order Confirmation"), at which point the Contract shall come into existence.

2.4 Performance of the Contract shall only commence upon receipt, in cleared funds by the Supplier of any amount required from the Customer by way of deposit or upfront payment in accordance with the Order Confirmation or as otherwise agreed in writing.

2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.6 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.7 The Supplier reserves the property rights under property and intellectual law with regard to illustrations, drawings, sketches and other documentation. Such documents may not be made accessible to third parties without our approval and they must be returned at our request. Customers shall be required to guarantee that design drawings submitted by them do not interfere with third party property rights. We are not obliged towards the customer to verify if any third party property rights are violated by design drawings submitted by customers and in the event of execution. If any liability toward third parties occurs nonetheless, the customer shall be required to hold us harmless in the event of recourse claims.

2.8 A quotation for the Goods given by the Supplier shall not constitute an offer and the Supplier shall be entitled to amend or revoke a quotation or any part thereof at any time, until such time that an order is received from the Customer and accepted by the Supplier in writing.

2.9 For the avoidance of doubt, it is the sole responsibility of the Customer to select the correct Goods when placing an Order. The Supplier will provide guidance on the selection of appropriate goods for a purpose if so requested by the Customer however, the Supplier shall not accept any liability for the selection of Goods ordered by the Customer and in particular for any functionality or purpose if required at any time whether or not disclosed by the Customer to the Supplier prior to placing an Order.

3.1 The Goods are described in the Specification.

3.2 A cancellation fee will be applicable for all goods manufactured to order. The charge will be determined at an appropriate rate to recover costs incurred by the Supplier, in line with the following: 

4.1 The Supplier shall deliver the Goods to the location set out in the Order Confirmation (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready unless otherwise agreed in writing by the Customer and the Supplier.

4.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The delivery period shall be based upon the following:

(a) self-collection through the customer: The delivery period shall be based upon the completion at our facility in Gruendau, Germany (for production orders and handling material) or Huntingdon, UK (for stock cabinet orders), if not otherwise stated.

(b) delivery to UK-based shipping address: The delivery period shall be based upon the delivery of the products at the confirmed delivery address in UK, if not otherwise stated. Delivery is always confirmed with a two-week time window.

(c) delivery to non UK-based shipping address: The delivery period shall be based upon the completion at our facility, if not otherwise stated.

4.4 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 On arrival of the goods into the UK, the Supplier’s forwarding agency will directly notify the Customer about the expected delivery date, at least one week prior to the planned delivery date. This delivery date can be any day within the delivery weeks indicated on the Supplier’s Order Confirmation.

If the Customer is unable to accept the proposed delivery dates, the Supplier will store the goods free of charge for a maximum of 4 weeks, after such time a storage cost comes into force. Please refer to Appendix A for more specific details.  

4.6 Once an agreed delivery date and time has been agreed, should the Supplier’s forwarder attend site and find that they are unable to deliver or find that are delayed for a period of more than 30 minutes, then a surcharge will apply accordingly. In some cases the forwarder may have to leave site and rearrange a further visit, as they cannot always guarantee to wait due to other scheduled deliveries.

4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.8 Should the Customer not receive the correct quantity, or if goods are received in a damaged condition, then the Customer should mark the delivery document as appropriate. The Supplier should then be notified immediately in writing, as claims will not be accepted beyond five days from receipt of goods.

5.1 Please refer to “Appendix A – Logistics”  (see the last paragraph) for specific information relating to the Supplier’s logistics service and obligations that must be complied with by the Customer.  The Supplier reserves the right to amend Appendix A from time to time where the Supplier considers such changes are appropriate for the efficient conduct of its logistics arrangements.  The Supplier will notify the Customer of such changes at any time prior to delivery. 

6.1 Shipping will be made in accordance with Incoterms 2020. The Incoterm, which is used for a specific order, is confirmed with the order confirmation, invoice or quote. The choice of transport route and transport means is made at the Suppliers best discretion without any liability for the most cost-effective shipping unless quite specific instructions are given. If no freight and / or no Incoterm is specified on asecos’ document, the order shall be deemed as self-collection order (FCA Gruendau). The risk will pass to the Customer upon specified Incoterm.

6.2 For self-collection orders, the risk will pass to the Customer upon notification of readiness of shipping, however no later than upon handover to the carrier.

6.3 If the shipping is delayed by fault of the Customer, the Supplier shall be entitled to take out insurance against all relevant risks at the expense of the Customer. Further, if the shipping is delayed by fault of the Customer, we shall be entitled to charge for storage costs.

7.1 Required and stipulated packaging will be charged at the lowest price possible unless included in the price. The Supplier always recommends the most suitable transport packaging for each transport route. If the Supplier organises at least a part of the transport, the recommended transport packaging is mandatory. If the Supplier is not the organiser of the shipment at all and the Customer signs off a disclaimer, the Customer can choose a lighter transport packaging.

8.1 The Supplier warrants that the Goods shall:

(a) on delivery conform in all material respects with their description and any applicable specification,

(b) on delivery and for a period of 12 months from the date of delivery be free from material defects in design, material and workmanship; and

(c) on delivery be fit for any purpose held out by the Supplier.

8.2 Subject to clause 8.3, if:

(a) the Customer gives notice in writing to the Supplier within 2 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) promptly returns such Goods to the Supplier's place of business at the Customer's cost,

(d) the Supplier shall, at its sole option, repair or replace the defective Goods, or refund the price paid for the defective Goods in full.

8.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 8.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 8.2;

(b) the defect arises because the Customer failed to follow the Supplier'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;

(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;

(g) the Customer fails to notify the Supplier of a defect within 5 days of the receipt of the goods.

8.4 Except as provided in this clause 8, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 8.1.

8.5 If any Goods are manufactured by a third party, the Supplier shall to the extent possible using reasonable endeavours pass on the benefit of any warranty that it may have from the manufacturer to the Customer.

8.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

9.1 The risk in the Goods shall pass to the Customer on completion of delivery.

9.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

(a) the Goods; and

(b) any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.

9.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Supplier's bailee;

(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.2; and

(f) give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

9.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

10.1 The Customer shall:

(a) ensure that the terms of the Order (including without limitation the Goods ordered) and the Goods Specification submitted by the Customer (if any) are complete and accurate;

(b) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

10.2 If the Supplier's performance of any of its obligations in respect of supply of the Goods is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of any further delivery of Goods ordered until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 10.2; and

(c) the Customer shall indemnify and keep the Supplier fully indemnified on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

11.1 The price of the Goods shall be the price set out in the Order Confirmation, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

11.2 Prices shall be made in GBP (Pound Sterling) plus applicable tax and are ex works excluding packaging unless otherwise agreed upon and otherwise stated.

11.3 The Supplier may, by giving notice to the Customer at any time up to 7 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

11.4 The price of the Goods and Services is exclusive of amounts in respect of value added tax. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

11.5 The Supplier may invoice the Customer for the Goods on or at any time after the despatch of the Goods (unless otherwise agreed in the Order Confirmation).

11.6 The Supplier shall at any time be entitled to require payment of all or any part of the price in advance of delivery of all or any part of the Goods. The Customer shall pay the invoice in full and in cleared funds, in pounds sterling or such other currency as may be set out in the Order Confirmation, in accordance with the timing set out in the Order  Confirmation or if none is specified at the latest within 30 Business Days from and including the final day of the calendar month in which the invoice is sent. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

11.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at an annual rate of 8% above the base lending rate of Lloyds Bank plc then in force from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

11.8 If the Customer fails to pay any due amount to the Supplier on the due date, without prejudice to any other right or remedy the Supplier may suspend all and any further delivery of Goods (in which event the Customer shall on demand indemnify and keep the Supplier full indemnified from and against any loss, claim, liability, costs, expenses or damages incurred by the Supplier). If the outstanding amount is not paid by 7 days from and including the date on which the Supplier notifies the Customer of such default, the Supplier may terminate the Contract without prejudice to any other accrued rights against or in relation to the Customer.

11.9 The Customer shall on demand fully indemnify and keep the Supplier fully indemnified from and against any and all charges, costs, expenses (including without limitation legal costs and expenses, losses and other liabilities whatsoever and howsoever incurred by the Supplier or its agents as a result of any failure by the Customer to make payment in accordance with the provisions of this clause 11, including (without limitation) any costs incurred by their Supplier or its agents in the collection of any monies due to it.

11.10 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part for any reason whatsoever. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer for any reason whatsoever.

12.1 If the Customer becomes subject to any of the events listed in clause 12.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

12.2 For the purposes of clause 12.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(d) (being an individual) the Customer is the subject of a bankruptcy petition or order;

(e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

(g) (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(a) to clause 12.2(h) (inclusive);

(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;

(k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

12.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

13.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation; or

(c) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

13.2 Subject to clause 13.1:

(a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods.

14.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

15.1 Assignment and subcontracting.

(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.

15.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) 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 personally, sent by pre-paid first class post, recorded delivery, commercial courier or by e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.2(a); if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier or by e-mail, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.3 Severance.

(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

15.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.

15.7 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

For specific information relating to the Supplier’s logistics service and obligations please read: https://www.asecos.com/dokumente/asecos_FAQ_Logistics.pdf