A&A SPICER HOLDINGS
TERMS AND CONDITIONS

In these Conditions A&A Spicer Holdings Ltd (Company Number 14301227) “These Conditions” means these terms and conditions; “the Customer” means the person, or company purchasing the Goods; “the Contract” means the contract for the sale of the Goods made between the Company and the Customer, “the Goods” means the goods, materials or services (including samples, where relevant) which are the subject of the Contract and a “Consumer” means a person who is buying the Goods other than in the course of a business.

1. The Contract/Order Acceptance

(a) These Conditions shall apply to the Contract and all material orders placed and accepted by A&A Spicer Holdings Ltd to the exclusion of any other terms and conditions stipulated, incorporated, or referred to by the Customer in any order, letter, form of contract or any other document or negotiations.

(b) No variation to these Conditions shall be binding without the express written agreement of a director of A&A Spicer Holdings Ltd.

(c) Even if A&A Spicer Holdings Ltd has given a quotation, no order placed by the Customer is binding on A&A Spicer Holdings Ltd until it has been accepted by A&A Spicer Holdings Ltd.

(d) In placing an order with A&A Spicer Holdings Ltd, the Customer and its representatives warrant and represent that each of them has the necessary authority to bind the Customer in contract. The Customer must ensure that the terms of its order and any applicable specification are complete and accurate given A&A Spicer Holdings Ltd shall be relying on that information.

2. Estimates/Quotations/Samples

(a) The Customer is entirely responsible for ascertaining the quantities required notwithstanding that an estimate may have been given by A&A Spicer Holdings Ltd.

(b) Quotations are for the supply of Goods on these Conditions only. Any quotation given by A&A Spicer Holdings Ltd is not an offer and A&A Spicer Holdings Ltd reserves the right to withdraw or amend any quotation at any time before A&A Spicer Holdings Ltd acceptance of the Customer’s order.

(c) Where fine or specific tolerances are required in Goods beyond those generally accepted in the building trade no liability will attach to A&A Spicer Holdings Ltd unless the tolerances are notified in writing to A&A Spicer Holdings Ltd at the time of order and A&A Spicer Holdings Ltd has agreed in writing to supply Goods that meet those tolerances.

(d) A&A Spicer Holdings Ltd may without notice to the Customer reasonably alter any specification, description, design, drawing, illustration and/or other particulars relating to the Goods and to supply the Goods as so altered in performance of the Contract and may also substitute and supply similar goods of equivalent type in the performance of the Contract.

(e) Estimates and quotations are subject to change at any point until the delivery of Goods, even if a quote is accepted. If A&A Spicer Holdings Ltd is requested to amend a quotation after the original quote has been accepted, any deposit paid prior is non-refundable.

(F) Due to material limitations, as well as production variations and adjustments, A&A Spicer Holdings Ltd reserves the right to supply materials that may vary in colour, shade, shape and camber. Most recent samples should always be requested prior to order confirmation.

(G) Any approximate lead time provided by A&A Spicer Holdings Ltd is an estimate and is subject to change.

3. Returns/Cancellations

(a) If the Customer incorrectly orders any Goods, A&A Spicer Holdings Ltd may, in its sole discretion, determine whether to accept their return. The acceptance by the Company of returned Goods shall be on such terms as it may determine, and A&A Spicer Holdings Ltd may charge for the carriage and handling of such Goods at the greatest of 40% of their invoiced value.

(b) Goods will only be considered for return in full pallets / crates with original shrink wrapping intact. No loose goods nor opened pallets / crates will be accepted for return, nor credit issued.

(c) An order for Goods may not be cancelled by the Customer once the order has been accepted by A&A Spicer Holdings Ltd.

(d) A quotation is deemed to be accepted by the client by way of non-refundable payment of deposit. Payment is due in full prior to delivery of goods, and upon request from A&A Spicer Holdings Ltd.

4. Prices

(a) The price of the Goods (“the Price”) shall be the price quoted by A&A Spicer Holdings Ltd to the Customer provided the Customer accepts the quotation within the stated duration, unless a short notice price increase is necessary (refer to 2. (e)). Where no price has been quoted (or a quoted price is no longer valid) the Price shall be A&A Spicer Holdings Ltd trade price on the date the Goods are delivered.

(b) A&A Spicer Holdings Ltd may by giving notice to the Customer at any time up to 7 days before delivery increase the price to reflect any increase in the cost to the Company of procuring or supplying the Goods which is due to factors beyond its reasonable control (including without limitation foreign exchange fluctuations, taxes and duties and the cost of labour, materials, manufacturing and energy costs) provided that in such circumstances the Customer may cancel the Contract.

(c) All prices quoted are exclusive of Value Added Tax and delivery charges unless otherwise stated.

(d) If A&A Spicer Holdings Ltd agrees to deliver Goods other than in accordance with Condition 6(a) it may recharge the delivery costs to the Customer plus an administration fee.

5. Accounts/Payments

(a) Credit accounts may be opened at the discretion of A&A Spicer Holdings Ltd, subject to satisfactory credit references being obtained. Unless otherwise agreed in writing, payment for Goods supplied on credit accounts shall become due and payable no later than the date stated on each individual invoice. However, if the Goods concerned are Specials the Company may instead apply the payment terms in Condition 5(b).

(b) For cash Customers, that is, Customers who do not have a credit account with A&A Spicer Holdings Ltd or whose credit account is cancelled or suspended under Condition 5(g) and in respect of the supply of Specials to credit account Customers and other non-standard transactions (as determined by the Company), the Customer shall pay the price for the Goods on acceptance of order, or on or before delivery, (where applicable), upon receipt of A&A Spicer Holdings Ltd invoice.

(c) No payment shall be deemed to have been received until A&A Spicer Holdings Ltd has received cash or cleared funds. Time for payment shall be of the essence. Notwithstanding any other provision, all payments payable to A&A Spicer Holdings Ltd under any Contract shall become due immediately if A&A Spicer Holdings Ltd becomes entitled to terminate the Contract under Condition 15(a) or the Contract otherwise terminates.

(d) Any queries on an invoice must be raised in writing by the Customer within 7 days of the invoice date, otherwise the invoiced amount shall be deemed to be accepted by the Customer.

(e) Without prejudice to A&A Spicer Holdings Ltd rights to enforce payment, if the Customer fails to make payment in accordance with these Conditions, A&A Spicer Holdings Ltd may (at the Company’s absolute discretion) charge interest on any balance outstanding (notwithstanding that a portion of the account or invoice is the subject of any dispute or query) from the due date for payment until payment is made, whether before or after any judgment either: (i) at the annual rate of 5% above the base lending rate from time to time of Metro Bank or (ii) at the rate and on the basis permitted under the Late Payment of Commercial Debts (Interest) Act 1998.

(f) The Customer shall indemnify A&A Spicer Holdings Ltd, against all costs (including legal costs) and expenses incurred by A&A Spicer Holdings Ltd in recovering amounts due from the Customer, or exercising its rights under this Condition 5, including any administration fee incurred if A&A Spicer Holdings Ltd refers a late/non-payment dispute to its lawyers or collection agents.

(g) A&A Spicer Holdings Ltd may cancel or suspend the Customer’s credit account by notice in writing at any time should it decide, for whatever reason, that it requires further security from the Customer, other than that already provided (if any). If A&A Spicer Holdings Ltd exercises such rights, it may continue trading with the Customer in accordance with Condition 5(b). A&A Spicer Holdings Ltd may reinstate the credit account once the additional security required has been provided by the Customer and any other conditions have been met. The Customer agrees to use its best endeavours to ensure that any additional security required by A&A Spicer Holdings Ltd (including but not limited to a third-party guarantee) is provided.

(h) A&A Spicer Holdings Ltd may at any time, at its sole discretion and without reference to the Customer or any guarantor: (i) increase (without limit) or decrease any credit limit applied to the Customer; and (ii) supply Goods in excess of the credit limit. The Company may take action to collect all monies owing in full whether the sums due exceed the prevailing credit limit. Where more than one invoice is outstanding A&A Spicer Holdings Ltd may choose against which invoice(s) to apply any payment from the Customer even if the Customer has allocated the payment to a specific invoice.

(i) The Customer shall give A&A Spicer Holdings Ltd prior written notice of any change in its constitution or ownership or, in the case of a sole trader or partnership, if it wishes to incorporate or merge with others. A&A Spicer Holdings Ltd may then decide whether to exercise its rights in Condition 5(g) to continue trading with the Customer, whether a new credit application is required and whether to continue with any credit arrangements granted to the Customer and shall not be obliged to continue with either unless a written confirmation and acceptance is issued by an authorised member of A&A Spicer Holdings Ltd credit management team, a Company director or the Company Secretary.

(j) If a cheque used by the Customer to pay an account is dishonoured A&A Spicer Holdings Ltd may debit the Customer’s account with any charge or cost incurred by A&A Spicer Holdings Ltd consequently. If A&A Spicer Holdings Ltd accepts payment by credit card it may levy a surcharge at its standard rates in force at the time of payment.

(k) On termination of the Contract, howsoever caused, A&A Spicer Holdings Ltd rights contained in this Condition 5 shall remain in effect.

6. Delivery/Despatch

(a) Delivery of the Goods shall be made: (i) by the Customer collecting the Goods from the storage premises at any time after A&A Spicer Holdings Ltd has notified the Customer that the Goods are ready for collection; or (ii) if some other place for delivery is agreed by A&A Spicer Holdings Ltd, by it delivering the Goods to that place.

(b) Risk of damage to or loss of the Goods shall pass to the Customer: (i) in the case of Goods to be delivered at A&A Spicer Holdings Ltd premises, at the time when A&A Spicer Holdings Ltd notifies the Customer that the Goods are available for collection; (ii) in the case of Goods to be delivered other than at A&A Spicer Holdings Ltd premises, on delivery to the agreed destination; and (iii) if the Customer fails to take delivery of the Goods, at the time when A&A Spicer Holdings Ltd has tendered delivery of the Goods.

(c) If Goods are delivered by or on behalf of A&A Spicer Holdings Ltd other than at the storage premises: (i) A&A Spicer Holdings Ltd accepts no liability whatsoever for any loss of or damage to the Goods whilst in transit unless it is notified in writing with the details of the damage within 7 days of despatch; (ii) the Customer shall give the Company such access to its premises as A&A Spicer Holdings Ltd requires in order to deliver the Goods and shall provide the labour and equipment required to complete the delivery; and (iv) the Company may charge the Customer for any return visits made as a result of the Customer’s failure to take delivery of the Goods.

(d) Time for delivery shall not be of the essence of the contract.

(e) Any stated time or date for delivery is an estimate only and is not binding on A&A Spicer Holdings Ltd. A&A Spicer Holdings Ltd shall not be liable for any failure to deliver by such time or date, nor for any loss or damage arising directly or indirectly from such failure. The Customer may not refuse to accept Goods because of late delivery; nor, where Goods are to be delivered in instalments, shall A&A Spicer Holdings Ltd failure to deliver any instalments by any time or date entitle the Customer to treat the Contract as repudiated.

(f) If the Customer fails to take delivery of Goods or to give A&A Spicer Holdings Ltd adequate instruction for delivery then, without prejudice to its other rights, A&A Spicer Holdings Ltd may: (i) store the Goods until actual delivery and charge the Customer for the costs (including insurance) of storage; or (ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess over the Price.

(g) Where delivery is to be made by instalments, each instalment shall be deemed to be a separate and distinct contract and no default by A&A Spicer Holdings Ltd in respect of any one or more instalments shall entitle the Customer to reject or withhold payment in respect of any other instalment.

(h) A&A Spicer Holdings Ltd shall provide evidence (such as a delivery note) of the delivery of Goods supplied in response to a request from the Customer provided it is received within 3 months of the delivery date. If the Customer does not raise any query about delivery within such period, the Goods concerned shall be deemed to have been delivered in accordance with the Contract.

(i) The Company does not accept liability for shortages in quantities delivered unless the Customer notifies A&A Spicer Holdings Ltd of any claim for short delivery of the Goods within 5 working days of the delivery to the Customer. In such circumstances A&A Spicer Holdings Ltd liability shall be restricted to making good the shortage. Any delivery book or note marked “NOT EXAMINED” will not prevent the operation of these clauses nor constitute express or implied notice in writing of any potential or actual shortage.

7. Performance

The Customer shall ensure that: (i) the Goods are sufficiently suitable and fit for the purpose intended and comply with all applicable requirements whether statutory, regulatory, municipal or otherwise; (ii) its premises are safe and suitable for the delivery, installation, use and operation of the Goods and any other circumstances which may both affect their suitability or fitness for purpose. before and after such delivery, installation and during such operation and comply with all relevant legislation (including without limitation safety legislation); (iii) any item of equipment provided by it which relates to the installation or operation of the Goods or is ancillary to or is for use in connection with the Goods shall not adversely affect their suitability or fitness for purpose.

8. Warranty

(a) Subject to Condition 9(a) A&A Spicer Holdings Ltd agrees (at its discretion) to repair (if possible), replace free of charge or refund any sums paid by the Customer for any Goods which in the reasonable opinion of A&A Spicer Holdings Ltd are defective due to a manufacturing fault but only if: (i) such fault is notified to A&A Spicer Holdings Ltd in writing within 7 days of delivery and (ii) A&A Spicer Holdings Ltd and/or its representative is given a reasonable opportunity after receiving the notice of examining such Goods in situ or the Customer (if asked to do so by A&A Spicer Holdings Ltd) returns such Goods to A&A Spicer Holdings Ltd, at such address specified by A&A Spicer Holdings Ltd, for the examination to take place there.

(b) A&A Spicer Holdings Ltd shall not be liable for a breach of the warranty in Condition 8(a) if: (i) the Customer makes any further use of such Goods after giving notice of a defect; or (ii) the defect arises because the Customer failed to follow the manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or (iii) the Customer alters or repairs such Goods without the written consent of A&A Spicer Holdings Ltd.

(c) A&A Spicer Holdings Ltd is not responsible either for the cost of removing or re-installing any repaired or replacement Goods.

(d) Any defective Goods or parts thereof replaced by A&A Spicer Holdings Ltd in accordance with this Condition or otherwise shall become, or remain, the property of A&A Spicer Holdings Ltd unless agreed otherwise.

9. Liability

(a) Nothing in these terms shall be deemed to exclude or restrict A&A Spicer Holdings Ltd liability for: (i) death or personal injury resulting from its negligence; (ii) fraudulent misrepresentation; or (iii) any breach on its part of any undertaking as to title implied by Section 12 of the Sale of Goods Act 1979 (as amended) or by Section 8 of the Supply of Goods (Implied Terms) Act 1973 (as amended).

(b) Subject to Condition 9(a), A&A Spicer Holdings Ltd total aggregate liability under or in connection with the Contract (howsoever such liability arises, whether in contract or tort or otherwise, including for negligence) shall be limited to the value of the Goods supplied under the Contract.

c) Subject to Condition 9(a), A&A Spicer Holdings Ltd shall not be liable (howsoever such liability arises, whether in contract or tort or otherwise, including for negligence) for any indirect or consequential loss or for damage to or for loss of profit, business, savings, production or goodwill which arises out of or in connection with the Contract.

(d) Where A&A Spicer Holdings Ltd sells Goods to a Customer who is not a Consumer (i.e. supplier) and the Customer sells those Goods directly or indirectly to a person who is such a Consumer, without prejudice to its rights under the Contract the Customer shall indemnify A&A Spicer Holdings Ltd against any liability or loss whatsoever arising directly or indirectly pursuant to the Consumer Protection Act 1987.

(e) The Customer shall indemnify A&A Spicer Holdings Ltd from and against all loss, damage, or liability suffered or incurred by A&A Spicer Holdings Ltd or any third person for or arising out of the negligence, breach of statutory duty, breach of contract or other duty of the Customer or its officers, employees, agents or contractors, in each case during performance of or otherwise in any way arising out of or in connection with the Contract.

(f) These Conditions set out A&A Spicer Holdings Ltd entire liability in respect of the Goods and rights granted under them are in lieu and to the exclusion of all other warranties, conditions and other terms express or implied by statute, common law or a course of business except for any which cannot legally be excluded.

10. Misrepresentation

(a) A&A Spicer Holdings Ltd shall not be liable in respect of any misrepresentation made by A&A Spicer Holdings Ltd, its servants or agents to the Customer its servants or agents as to the condition of the Goods, their fitness for any purpose or as to quantity or measurements unless the representation is made or confirmed in writing by A&A Spicer Holdings Ltd and / or is fraudulent.

(b) Without prejudice to condition 10(a) whilst A&A Spicer Holdings Ltd takes every precaution in the preparation, of its catalogues, technical circular price lists, website and other literature, these documents are for the Customers general guidance only and statements made in them (in absence of fraud on the on the part of A&A Spicer Holdings Ltd) shall not constitute representation by A&A Spicer Holdings Ltd and A&A Spicer Holdings Ltd shall not be bound by them.

11. Ownership

(a) Unless A&A Spicer Holdings Ltd agrees otherwise in writing ownership of the Goods shall not pass to the Customer until A&A Spicer Holdings Ltd has received from the Customer, full payment for the Goods and all other sums which are due to A&A Spicer Holdings Ltd from the Customer.

(b) Until ownership has passed in accordance with Condition 11(a), the Customer shall; (i) hold the Goods on a fiduciary basis as the Bailee; and (ii) store the Goods (at no cost to A&A Spicer Holdings Ltd) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as A&A Spicer Holdings Ltd Property; and (iii) not destroy, deface or obscure any identifying mark, serial number or packaging on or relating to the Goods; and (iv) maintain the Goods in satisfactory condition, keep them insured on A&A Spicer Holdings Ltd behalf for their full Price against all risks and provide A&A Spicer Holdings Ltd with a copy of the insurance policy on request; and (v) deliver up the Goods to A&A Spicer Holdings Ltd on demand.

(c) The Customer may only resell the Goods before ownership has passed if such sale is made in the ordinary course of the Customers business at full market value and is a sale of A&A Spicer Holdings Ltd property on the Customers behalf dealing as principal. The Customer shall hold such part of the proceeds of sale a represents the amount owed by the Customer to A&A Spicer Holdings Ltd for the relevant Goods separately (in a bank account that does not contain any third-party monies and is not overdrawn) on trust on behalf of A&A Spicer Holdings Ltd and the Customer, shall promptly account the Seller on such sale.

(d) The Customers right to possession of the Goods shall terminate immediately if the Customer; (i) becomes Insolvent (as defined in condition 15 (b) or (ii) suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it; or (iii) fails to observe or perform any of its obligations under the Contract or any other contract it has with A&A Spicer Holdings Ltd; or (iv) encumbers or any way charges any of the Goods.

(e) A&A Spicer Holdings Ltd may recover payment for the Goods notwithstanding the fact that ownership of any of the Goods has not passed from A&A Spicer Holdings Ltd to the Customer.

(f) The Customer grants, and in the case of third parties shall procure A&A Spicer Holdings Ltd and its agents and employees an irrevocable licence at any time to access and enter any premises where the Goods are or may be stored to inspect, repossess and remove them.

(g) Where A&A Spicer Holdings Ltd is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by A&A Spicer Holdings Ltd to the Customer in the order in which they were invoiced to the Customer.

(h) Should A&A Spicer Holdings Ltd repossess any Goods, or the Customer delivers up any Goods, in accordance with this Condition 11, the Contract in respect of those Goods is rescinded.

(i) On termination of the Contract, howsoever caused, A&A Spicer Holdings Ltd rights contained in this Condition 11 shall remain in effect.

12. Sizes and Weights etc.

(a) All sizes and or products stated by A&A Spicer Holdings Ltd or a manufacturer are subject to dimensional tolerances in accordance with the appropriate BSS and/or manufactures tolerances.

(b) A&A Spicer Holdings Ltd may deliver to the Customer an excess and/or deficiency of up to 10% of the weight or volume it agrees to deliver without any liability to the Customer and in such circumstances the Price payable by the Customer shall be adjusted accordingly.

13. Pallets and Packaging

(a) A&A Spicer Holdings Ltd may charge for any packaging provided on a time and materials basis. All goods are supplied on non-returnable pallets / crates.

(b) The Customer is solely responsible for the disposal of any waste arising from the Goods once delivered and will comply with all applicable laws, regulations and waste management licences relating to such waste.

(c) The Company reserves the right to levy pallet splitting charges where appropriate.

14. Force Majeure

A&A Spicer Holdings Ltd may defer the date of delivery or cancel the Contract or reduce the volume of Goods ordered by the Customer (without liability) if it is prevented from or delayed in performing due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

15. Default and Termination

(a) If the Customer becomes insolvent or commits any breach of the Contract, A&A Spicer Holdings Ltd may, without prejudice to its other rights, stop any Goods in transit and/or suspend further deliveries and by notice in writing to the Customer terminate the Contract.

(b) For the purposes of Conditions 11(d) and 15(a) “insolvent” means the Customer becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, the levying of the threat of execution or distress on any property of the Customer, the appointment of a receiver or administrative receiver over all or any part of the Customer’s property, a proposal for a voluntary arrangement or compromise between the Customer or its creditors whether pursuant to the Insolvency Act 1986 or otherwise, the passing of a resolution of voluntary winding-up or summoning a meeting to pass such a resolution other than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for the winding-up of the Customer or an administration order in relation to the Customer, the Customer ceasing or threatening to cease to carry on its business or A&A Spicer Holdings Ltd reasonably contemplating that any of the foregoing will occur.

(c) If the Company is entitled to terminate the Contract under Condition 15(a) the Customer’s licence to sell in Condition 10(ii) ends automatically and the Company may, without prejudice to its other rights: (i) in the case of any sale involving more than one delivery forthwith suspend any further deliveries; (ii) demand immediate payment of all sums then payable by the Customer regardless of whether the Customer is in default of the contract under which such sums are payable, including such sums not yet due.

16. Patent and Trademarks

(a) No representation is made, or warranty given that any Goods supplied do not infringe any letters patent, trademarks, registered designs, or similar industrial or intellectual property rights.

(b) The Customer will unconditionally fully and effectively indemnify A&A Spicer Holdings Ltd against all losses, damages, costs or expenses awarded against or incurred by A&A Spicer Holdings Ltd in connection with or paid or agreed to be paid by A&A Spicer Holdings Ltd as a consequence of A&A Spicer Holdings Ltd supplying Goods to specifications or designs provided by or on behalf of the Customer, including in settlement of any claim for infringement of any patents, copyright, design, trademark or any other industrial or intellectual property rights of any other person.

17. Notices

Any notice under or in connection with the Contract shall be in permanent readable form and shall be deemed properly delivered if addressed to the party concerned as its principal place of business or last known address and sent by first class pre-paid post. Such notice shall be deemed to be delivered 48 hours after posting.

18. Disputes and Set-Off

Any liability of A&A Spicer Holdings Ltd under the Contract shall be subject to and conditional upon the due performance and observance by the Customer of all its obligations under these Conditions and the Customer may not withhold or delay payment or exercise any rights of set-off whatsoever and howsoever arising which might otherwise be available to it.

In the event that a customer may have a matter of dispute that remains unresolved, particulars of the dispute must be provided by the customer to Judd Consultancy ([email protected]) to review and assist with reasonable resolution of the dispute prior to any ADR or legal action by the customer.

19. Waiver

No failure or delay on the part of A&A Spicer Holdings Ltd to exercise any of its rights under the Contract shall waive of those rights, nor shall any single or partial exercise of such rights preclude their further exercise. Any waiver by A&A Spicer Holdings Ltd of any breach by the Customer of any of its obligations under the Contract shall not affect the rights of A&A Spicer Holdings Ltd if there is any further or additional breach.

20. Health & Safety

The Customer undertakes that it shall ensure compliance so far as is reasonably practicable by its employees, agents, licensees and customers with any instructions given by the manufacturer for the purpose of ensuring that the Goods are safe and without risk to health when properly used and will take any other steps or precautions, having regard to the nature of the Goods, as are necessary to preserve the health and safety of persons handling, using or disposing of them.

21. Severability

Each and every obligation contained in these Conditions is a separate obligation and if any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, void ability, unenforceability or unreasonableness be deemed severable and the remaining Conditions and the remainder of such provision shall continue in full force and effect. If any illegal, invalid, void, voidable, unenforceable or unreasonable provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

22. Headings

The headings in these Conditions are for convenience only and shall not affect their interpretation.

23. Governing Law

(a) Subject to Condition 23 (b), the Contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the Contract shall be submitted to the non-exclusive jurisdiction of the English Courts.

(b) If the Customer is domiciled in Scotland (according to the Civil Jurisdiction and Judgements Act 1982) or Goods are delivered to the Customer in Scotland, A&A Spicer Holdings Ltd may elect that the Contract shall be Governed by and construed in accordance with Scottish law and/or all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the Scottish Courts.

24. Credit Search

The Company will make a search with a Credit Reference Agency, who will keep a record of that search and will share the information with A&A Spicer Holdings Ltd and other businesses. In some instances, A&A Spicer Holdings Ltd may also make a search on the personal credit file of principal Directors. A&A Spicer Holdings Ltd may also pass or share Customer information with carefully selected third parties for the purposes of account opening, credit vetting and account management. Should it become necessary to review an account, then again, a credit reference may be sought, and a record kept. A&A Spicer Holdings Ltd will monitor and record information relating to Customer trade performance and such records will be available to Credit References Agencies who will share that information with other businesses when assessing applications for credit and fraud prevention. For the purposes of credit referencing A&A Spicer Holdings Ltd may also share information with other businesses.

25. Assignment

The Customer may not assign the Contract without the prior written consent of A&A Spicer Holdings Ltd. A&A Spicer Holdings Ltd may assign or sub-contract the Contract or any part of it to any person, firm or company from our worldwide manufacturing suppliers.

26. No Rights to Third Parties

Subject to Condition 25, the parties to the Contract do not intend that any of it terms are enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

27. Guarantee of Sums Due

(a) Where any person or persons (“the Guarantor”) agree to guarantee the performance of the Customer’s financial obligations under the Contract that guarantee (“the Guarantee”) shall be an unconditional and irrevocable guarantee, it is made in consideration of A&A Spicer Holdings Ltd making available to the Customer a credit account, it is a continuing security and shall not be discharged by any intermediate settlement of the Customer’s credit account nor shall it be affected by any change in the Customer’s credit limit.

(b) The Guarantee shall ensure for the benefit of A&A Spicer Holdings Ltd, its successors and assigns and can be assigned in whole or in part by A&A Spicer Holdings Ltd without notice to the Guarantor, its parent or ultimate parent company or any subsidiary of the ultimate parent company.

Terms and conditions updated December 2023