TERMS AND CONDITIONS OF SALE (“Conditions”)
The Buyer’s attention is particularly drawn to Clause 12 1. Definitions
Seller
Buyer Conditions Contract Goods Services Price
Force Majeure Event 2. Conditions
Acra Exterior Cleaning Services Limited, a company registered in England and Wales (company number 11770846) with registered office address at 128 CITY ROAD, LONDON, EC1V 2NX. Our main trading
We operate the website https://www.acraexteriorcleaning.co.uk/ Our VAT number is
GB317182905.
the person or business who buys or agrees to buy the goods and/or services from the Seller.
the terms and conditions of sale as set out in this document and any other terms and conditions agreed in writing by the Seller.
the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions of Sale.
the items which the Buyer agrees to buy from the Seller as set out in the Seller’s quotation/proposal or sales invoice.
the Services to be provided to the Buyer as set out in the Seller’s quotation/proposal or sales invoice.
the price for the Goods, excluding VAT and any delivery charges, packaging and insurance costs.
has the meaning set out in clause 12.
address is Greenwich
, London, SE3 9PW.
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller, specified in the order, pursuant to these Conditions.
2.3 The Seller’s acceptance of the Buyer’s order takes place when the Seller sends a written acknowledgement to the Buyer to accept it, at which point the contract between the Buyer and the Seller will come into existence (“Contract”).
2.4 If the Seller is unable to supply the Buyer with the Goods for any reason, the Seller will inform the Buyer of this by email and will not process the Buyer’s order.
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Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023
Acra Exterior Cleaning Services Limited
128 City Road, London, Ec1V 2NX
Email address: info@acracleaning.co.uk
4.
4.1 4.2
3.
3.1
3.2
3.3
2.5 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.6 These Conditions may not be varied except by the written agreement of the Seller.
2.7 These Conditions represent the entire agreement between the Seller and the Buyer. They supersede any other conditions previously issued. The Buyer acknowledges that they have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Conditions.
Return and refund
The Buyer may cancel the Contract and receive a refund, if the Buyer notifies the Buyer as set out in clause 3.3 within 14 days of the Buyer’s receipt of the Seller’s email accepting the Buyer’s order .
However, this cancellation right does not apply in the case of:
3.2.1 ProtectiT sealer coatings, cleaning products and any Goods in sealed containers which, once unsealed, should not be returned or cancelled, or
3.2.2 any Goods which become mixed inseparably with other items after their delivery.
To cancel the Contract, the Buyer must email the Seller at info@acracleaning.co.uk or contact the Seller’s Customer Services team by telephone, during business hours from 09:00 to 17:00 on business days, on +44 (0) 7716774700 or by post sent to 145 Kidbrooke Park Road, SE3 9PW. If the Buyer is emailing or writing to the Seller, the Buyer should include details of the Buyer’s order to help the Seller to identify it. If the Buyer sends the Seller their cancellation notice by email or by post, then the Buyer’s cancellation is effective from the date the Buyer sends the Seller the email or posts the letter to the Seller. For example, the Buyer will have given the Seller a notice in time as long as the Buyer gets their letter into the last post on the last day of the cancellation period or email the Seller before midnight on that day.
If the Buyer returned the Goods to the Seller under this clause 3 because they are faulty, the Seller will refund the price of the Goods.
If Goods have been delivered to the Buyer before the Buyer decides to cancel the Contract then the Buyer must return them to the Seller without undue delay and in any event not later than 14 days after the day on which the Buyer let the Seller know that the Buyer wishes to cancel the Contract.
Price of Goods
The Price for the Goods ordered shall be the amount quoted on the Seller’s quotation and/or sales invoice.
The Buyer shall bear the cost of delivery charges unless not specified by the Seller. 2
3.4 3.5
Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023
Acra Exterior Cleaning Services Limited
128 City Road, London, Ec1V 2NX
Email address: info@acracleaning.co.uk
Payment and Interest
5.1 Payment of the Price and VAT shall be due at the end of the month following the month in which the Sales invoice is issued by the Seller to the Buyer, unless otherwise is stated by the Seller
5.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
5.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter- claim against invoices submitted by the Seller.
Goods
6.1 The Goods are described in the quotation and/or sales invoice.
6.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
International delivery
7.1 The Goods are intended for use mainly in the UK. However, the Seller may also deliver the Goods to the EU. The Seller does not warrant that the Goods comply with the laws, regulations or standards outside the UK.
7.2 In relation to Goods delivered outside of the UK, the Buyer’s order may be subject to import duties and taxes, which are applied when the delivery reaches that destination. Please note, the Seller has no control over these charges and we cannot predict their amount.
7.3 The Buyer will be responsible for payment of any such import duties and taxes.
7.4 The Buyer must comply with all applicable laws and regulations of the country for which the Goods are destined. The Seller will not be liable or responsible if the Buyer break any such law.
8. Seller’s Warranty for the Goods
8.1 The Seller warrants that for a period of twelve months commencing on the date of delivery of the Goods (Warranty Period), the Goods shall:
8.1.1 subject to clause 6, conform in all material respects with their description; 1.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and
8.1.3 be free from material defects.
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Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023
Acra Exterior Cleaning Services Limited
128 City Road, London, Ec1V 2NX
Email address: info@acracleaning.co.uk
8.2 Subject to clause 8.3, if:
8.2.1 The Buyer gives the Seller a notice in writing within a reasonable time
of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;
8.2.2 The Seller is given a reasonable opportunity of examining the Goods; and
8.2.3 The Seller asks the Buyer to do so, the Buyer should return the Goods to the Seller at the Buyer’s cost,
The Seller will, at the Seller’s option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
8.3 The Seller will not be liable for breach of the warranty set out in clause 8.1 if:
8.3.1 the Buyer makes any further use of the Goods after giving notice to the Seller under clause 8.2;
8.3.2 the defect arises as a result of the Seller making changes to specification of Goods at the Buyer’s request;
8.3.3 the Buyer alters or repairs the Goods without the Seller’s written consent;
8.3.4 the defect arises as a result of fair wear and tear (including, but not limited to, damage caused to various structures, such as cracking of concrete elements, staining of concrete elements or neighbouring glass/concrete elements and so on), wilful damage, negligence, or abnormal storage or working conditions; or
8.3.5 the Goods differ from their description or specification as a result of changes made by the Seller to ensure they comply with applicable statutory or regulatory requirements.
8.4 The Seller will only be liable to the Buyer for the Goods' failure to comply with the warranty set out in clause 8.1 to the extent set out in this clause 6.
8.5 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 Contract.
8.6 These Conditions also apply to any repaired or replacement Goods supplied by the Seller to the Buyer.
9. Delivery of the Goods
9.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery. The delivery is complete once the Goods have been delivered at the address specified by the Buyer and the Goods will be at the Buyer’s risk from that time.
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Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023
Acra Exterior Cleaning Services Limited
128 City Road, London, Ec1V 2NX
Email address: info@acracleaning.co.uk
9.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
9.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
9.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing. The Seller shall also be entitled to resell part of or all the Goods and, after deducting any reasonable storage and selling costs, charge the Buyer for any shortfall below the price of the Goods resold.
9.5 If the Seller fails to deliver the Goods, the Seller’s liability will be limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, the Seller will not be liable to the extent that any failure to deliver was caused by Force Majeure Event, or because the Buyer failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
Acceptance of the Goods
10.1 The Buyer shall be deemed to have accepted the Goods on the same date as delivery of the Goods is made.
10.2 The Buyer shall carry out a thorough inspection of the Goods within two days and give notice in writing to the Seller after discovering that some or all of the Goods do not comply with the Warranty above, in which case the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
10.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
Title and risk
11.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
11.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
11.3 Until title passes, the Buyer shall hold the Goods on trust for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
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Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023
Acra Exterior Cleaning Services Limited
128 City Road, London, Ec1V 2NX
Email address: info@acracleaning.co.uk
11.4 In case of the Buyer’s non-payment for the Goods, the Seller may at any time before title passes and without any liability to the Buyer:
11.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
11.4.2 where the Goods have already been delivered to the Buyer enter any premises of or occupied by the Buyer to which the Goods were delivered and take back possession of the Goods.
11.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
Force Majeure
12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including, but not limited, to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or pandemic or similar events, or default of suppliers or subcontractors.
12.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3 If the Force Majeure Event occurs the Seller will contact the Buyer as soon as reasonably possible to notify the Buyer and the Seller’s obligations under this Contract will be suspended and the time for the performance of the Seller’s obligations will be extended for the duration of the Force Majeure Event.
12.4 Where the Force Majeure Event affects the Seller’s delivery of Goods to the Buyer, the Seller will arrange for a new delivery date with the Buyer after the Force Majeure Event is over.
12.5 If the Force Majeure Event prevents the Seller from providing any of the Goods for more than eight weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
13.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
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Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023
Acra Exterior Cleaning Services Limited
128 City Road, London, Ec1V 2NX
Email address: info@acracleaning.co.uk
13.2 Subject
to clause 13.1:
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
13.1.4 defective products under the Consumer Protection Act 1987.
13.2.1 the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, business, goodwill or indirect or consequential loss arising under or in connection with the Contract; and
13.2.2 the Seller's total liability to the Buyer 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 in no circumstances exceed the amount of the price of Goods invoiced.
13.3 After the Warranty Period, 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 Contract.
13.4 Except as expressly stated in these Conditions, the Seller does not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Seller will not be responsible for ensuring that the Goods are suitable for the Buyer’s purposes.
13.5 This clause 13 shall survive termination of the Contract.
14. Termination
14.1 Without limiting any of the Seller’s other rights, the Seller may suspend the supply or delivery of the Goods to the Buyer, or terminate the Contract with immediate effect by giving written notice to the Buyer if:
(a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of the Buyer being notified in writing to do so;
(b) the Buyer fails to pay any amount due under the Contract on the due date for payment;
(c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of the Buyer’s business; or
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Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023
Acra Exterior Cleaning Services Limited
128 City Road, London, Ec1V 2NX
Email address: info@acracleaning.co.uk
(d) the Buyer’s financial position deteriorates to such an extent that in the Seller’s reasonable opinion the Buyer’s capability to adequately fulfil the Buyer’s obligations under the Contract has been placed in jeopardy.
14.2 Termination of the Contract shall not affect the Buyer’s or the Seller’s rights and remedies that have accrued as at termination.
14.3 Any provision of the Contract 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.
15. General
15.1 Notices.
15.1.1 Anynoticeorothercommunicationgiventoapartyunderorinconnectionwith this 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 or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
15.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
15.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
15.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
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Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023
Acra Exterior Cleaning Services Limited
128 City Road, London, Ec1V 2NX
Email address: info@acracleaning.co.uk
15.7 Governing law. This agreement 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 the law of England and Wales.
15.8 Assignment and transfer. The Seller may assign or transfer its rights and obligations under the Contract to another entity. The Buyer may only assign or transfer its rights or its obligations under the Contract to another person if the Seller agrees in writing.
15.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
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Acra Exterior Cleaning Services Llimted with registered office: 128 CITY ROAD, LONDON, EC1V 2NX. Version 1.0 – 18th August 2023