Terms & Conditions
Avanti Hygiene Ltd
Terms and Conditions of Sale (September 2018)
These terms and conditions govern the sale of goods by Avanti Hygiene Ltd, a company registered in England and Wales with company number 08023009 whose registered address is at 179 South Liberty Lane, Ashton, Bristol BS3 2TN (‘Avanti’).
1. Definitions in these Conditions
1.1 ‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
1.2 ‘Buyer’ means any Consumer or Trader who purchases Goods from Avanti after receiving a Quotation from and/or placing an Order with Avanti.
1.3 ‘Conditions’ means the terms and conditions set out in this document.
1.4 ‘Consumer’ means an individual acting for purposes that are wholly or mainly outside their trade, business, craft or profession.
1.5 ‘Contract’ means the contract between Avanti and the Buyer for the sale and purchase of the Goods in accordance with these Conditions, which includes the Quotation and any other document expressly incorporated into the contract between the Buyer and Avanti.
1.6 ‘Event Outside Our Control’ means any event beyond Avanti’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to strikes or other industrial disputes, failure of transport networks, acts of God, terrorism or civil commotion, malicious damage, breakdown of plant or machinery, fires, floods, natural disasters or extreme adverse weather conditions, or default of Avanti’s suppliers or subcontractors.
1.7 ‘Goods’ means every item of goods or any part thereof supplied by Avanti as set out in an Order.
1.8 ‘Order’ means the Buyer’s order for the Goods (whether by telephone, email, fax, online or otherwise) or the Buyer’s written acceptance of Avanti’s quotation.
1.9 ‘Quotation’ means any quote given to the Buyer by Avanti.
1.10 ‘Trader’ means any person acting for purposes relating to that person’s trade, business, craft or profession (whether acting personally or through another person acting in their name or on their behalf).
1.11 ‘Website’ means Avanti’s website which may be accessed at the website address www.avantihygiene.co.uk
2.1 These Conditions apply to the Contract and supersede any previous Conditions published by Avanti.
2.2 These Conditions apply whether the Buyer is making a transaction via the Website or by any other means. As a user of the Website, the Buyer acknowledges that any transactions made are subject to these Conditions and the privacy notice which may be accessed via the Website. It is the Buyer’s responsibility to read these Conditions and the privacy notice on each occasion the Website is used, and the Buyer’s continued use of the Website shall signify acceptance to be bound by these Conditions.
2.3 These Conditions apply to the Contract to the exclusion of any other terms or conditions contained or referred to in any order, letter, form or contract sent by the Buyer to Avanti, or which are implied by trade, custom, or course of dealing. The provisions of these Conditions shall prevail unless expressly varied by agreement in writing and signed by an authorised person on Avanti’s behalf.
2.4 All brochures, price lists, samples, particulars or dimensions and any other descriptive materials submitted to the Buyer are intended to give a general impression of the goods. They shall not form part of the Contract or have any contractual force. Avanti reserves the right to make alterations to the specification or source of manufacture of the Goods, or provide alternatives to the Goods specified in the Order, without prior notification to the Buyer provided the Goods are of equivalent quality and have the same functionality.
2.5 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Avanti which is not set out in the Contract.
2.6 If any provisions or part-provisions of the Contract is or 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 the rest of the Contract.
2.7 Nothing in these Conditions affects the legal rights of a Consumer under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
3. Quotation and Orders
3.1 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable specifications are complete and accurate.
3.2 If Avanti has any reason to believe that the Buyer is a Consumer purchasing Goods which are intended for professional use (for example if the Order includes Goods manufactured by professional cleaning brands), Avanti may reject the Order and shall not be obliged to confirm its reasons to the Buyer.
3.3 A Contract shall only exist once Avanti acknowledges acceptance of the Order.
3.4 A Quotation for the Goods given by Avanti shall not constitute an offer. A Quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.
3.5 Avanti reserves the right to increase the price quoted per unit for Goods if the Buyer orders fewer than the number of units on which the Quotation was based, or if the cost price to Avanti increases.
4. Price and Payment Terms
4.1 The price payable for the Goods shall be the price set out on the Website or in Avanti’s price list in force at the date of dispatch unless otherwise contracted in the Order.
4.2 Avanti reserves the right to issue new pricing at any time without prior notice. Where the Buyer’s Order has already been accepted by Avanti, Avanti may, by giving notice to the Buyer at any time up to ten (10) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
4.2.1 any factor beyond Avanti’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
4.2.2 any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or
4.2.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give Avanti adequate information or instructions.
4.3 All prices whether on the Website, catalogue or price list, are exclusive of Value Added Tax (VAT) which will be charged at the current rate.
4.4 All prices whether on the Website, catalogue or price list are exclusive of delivery charges, which may be applicable.
4.5 Except for purchases made via the Website, Avanti may invoice the Buyer for the Goods and the delivery charges, plus VAT, on or at any time after the completion of delivery.
4.6 In the absence of any express written agreement to the contrary, where the Buyer has a credit account set up with Avanti the Buyer shall pay the invoice in full and in cleared funds (in pounds sterling) within thirty (30) days of the date of the invoice. Time of payment is of the essence.
4.7 In the absence of the Buyer having a credit account with Avanti and payment is made by credit or debit card, the Buyer shall make the payment at the time of placing the Order. Payment in full and cleared funds must be received for the Goods and costs of delivery, before the Order can be processed. Time of payment is of the essence.
4.8 If the Buyer fails to make any payment due to Avanti under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of four per cent (4%) per annum above the Bank of England’s base rate from time to time (or 4% where the base rate is 0%). Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
4.9 Without prejudice to any other rights of Avanti under the Contract, Avanti reserves the right to require payment in full and cleared funds to be received before the Order can be processed, if there is reason for belief that the Buyer may, for any reason, be unable to make the payment due under the Contract.
4.10 In the event of the Buyer failing to make payment when due, Avanti may, without prejudice to Avanti’s other rights or remedies:
4.10.1 cancel the Contract or suspend any further deliveries of Goods to the Buyer;
4.10.2 demand full and immediate payment for all Goods invoiced even if payment has not yet become due; and
4.10.3 charge the Buyer interest in accordance with clause 4.8.
5. Delivery, Events Outside Our Control and Performance
5.1 Any date quoted for delivery of the Goods is approximate only, and the time of delivery is not of the essence.
5.2 Avanti may choose to delay, cancel or part-deliver the Goods if Avanti is prevented from or hindered in obtaining or delivering Goods by Avanti’s normal means of delivery due to an Event Outside Our Control.
5.3 Avanti shall not be liable for any delay in delivery of the Goods that is caused by an Event Outside Our Control or the Buyer’s failure to provide Avanti with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 Avanti will endeavour to advise the Buyer of any anticipated delay in delivery as soon as practicably possible. Where the delay is attributable to an Event Outside Our Control the Buyer hereby acknowledges and accepts that advance notice of a delay may not be possible.
5.5 Avanti may by agreement with the Buyer deliver the Goods by instalments, which shall each constitute a separate Contract and shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment and treat the Contract as a whole as repudiated.
5.6 Upon delivery of the Goods, the Buyer shall sign a proof of delivery note to acknowledge safe receipt. It is the responsibility of the Buyer to ensure that the Goods delivered correspond with the description of the Goods on the delivery note before signing the proof of delivery note. Where a discrepancy is discovered or where there is evident damage to the packaging, this should be noted on the proof of delivery note. Subject to clause 2.7, Avanti shall not be liable for any discrepancies or damage evident on delivery where the Buyer fails to notify Avanti on the proof of delivery note and the Buyer accepts and signs the note.
5.7 Unless the Buyer notifies Avanti in writing within five (5) days of receipt of delivery, or seven (7) days of the date of the invoice in the case of non-delivery, Avanti shall, subject to clause 2.7, not be liable for any loss, damage or defect in the Goods prior to delivery or for any claim that Goods are not in accordance with the Contract (be it a defect, loss, damage or other non- compliance obvious on reasonable inspection of the Goods) discoverable on reasonable inspection, or for non-delivery. Where the defect or loss is not discoverable on reasonable inspection, the Buyer shall report any such defect or loss discovered as soon as such defect or loss becomes apparent.
5.8 Avanti agrees to replace the Goods at its own expense or to issue a credit note, in the event of any claim under clauses 5.6 and 5.7, provided that:
5.8.1 in relation to clause 5.6, the Buyer notifies Avanti of any defect, damage, or discrepancy apparent or discoverable at the time of delivery in accordance with clause 5.6;
5.8.2 in relation to clause 5.7, the Buyer notifies Avanti in writing of any defect or damage discoverable on reasonable inspection, or of non-delivery of the Goods, in accordance with clause 5.7 and notifies the carrier (where a carrier was used to deliver the Goods) within the period stipulated by the carrier’s terms of carriage for claims against the carrier;
5.8.3 the Buyer does not make any further use of the defective Goods after giving notice in accordance with clauses 5.6 or 5.7;
5.8.4 the defect does not arise due to the Buyer’s failure to comply with applicable statutory or regulatory requirements or follow Avanti’s or the manufacturer’s oral or written instructions as to the storage, commissioning, handling, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.8.5 the Buyer does not alter or repair defective Goods without the written consent of Avanti;
5.8.6 the defect does not arise as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
5.8.7 the Goods do not differ from the specification in the Order as a result of either changes made to ensure that they comply with applicable statutory or regulatory requirements, or the provision of alternative Goods pursuant to clause 2.4.
5.9 Except as provided in this clause 5 and subject to clause 2.7, Avanti shall have no liability to the Buyer in respect of the Goods’ quality or delivery.
5.10 Subject to clause 2.7 (in the case of a Consumer), 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.
5.11 These Conditions shall apply to any replacement Goods supplied by Avanti.
6. Returns and cancellations
6.1 In accordance with clause 2.7, where a Consumer has purchased the Goods at a distance, including via the Website, they shall have the right to cancel the Contract within fourteen (14) days following the date of delivery by contacting Avanti using any method stated on the Website. If a Consumer cancels the Contract after the Goods have been dispatched or received, the Goods must be returned to Avanti within fourteen (14) days of the date on which Avanti is notified of cancellation. Avanti will refund the price paid for the Goods, including delivery costs, by the method used for payment within fourteen (14) days from the day on which the Goods are received or, if earlier, the day on which the Consumer provides Avanti with evidence that the Goods have been returned. Avanti shall not be obliged to provide a refund if the Goods have been mixed inseparably after delivery or the Goods have otherwise been handled in a way which would not be permitted in a shop (if a refund has been paid before Avanti is able to inspect the Goods and later discovers that they have been handled in an unacceptable way, the Consumer must pay an appropriate amount).
6.2 Goods that have been delivered in accordance with the Contract cannot be returned without Avanti’s prior written authorisation or, in the case of a Consumer, notice under clause 6.1. Where Avanti has authorised a return of Goods, the Goods shall be returned to Avanti at the Buyer’s expense. In the event that Avanti, at its discretion or, in the case of a Consumer after receiving notice under clause 6.1, agrees in writing to accept the return of unwanted products and credit the Buyer with a refund, the Goods must be returned within fourteen (14) days of delivery. The Goods must be unopened and in perfect re-saleable condition.
6.3 Subject to clause 5.8, defective Goods must be returned to Avanti at Avanti’s expense before Goods can be replaced or a credit note issued (or before money is refunded to credit or debit card for transactions made via the Website). Where Goods are replaced, the ownership of the replaced Goods shall revert to Avanti.
6.4 Subject to clauses 2.4, 9.1, and 9.2, Goods that have been mis-described can be returned with Avanti’s prior written authorisation. Where Avanti has authorised a return, the Goods may be returned to Avanti at Avanti’s expense provided there is in fact a misdescription to which clauses 2.4, 9.1, and 9.2 do not apply.
7. Passing of Risk and Title
7.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
7.2 Title to the Goods shall not pass to the Buyer until the Buyer has paid Avanti in full (in cash or cleared funds) for:
7.2.1 the Goods; and
7.2.2 any other goods, services, or sums in respect of which payment has become due.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
7.3.1 store the Goods separately from any other goods held by the Buyer so that they remain readily identifiable as Avanti’s property;
7.3.2 hold the Goods on a fiduciary basis as Avanti’s bailee;
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.4 maintain the Goods in optimal condition and keep them insured against all risks for their full price from the date of delivery;
7.3.5 notify Avanti immediately if it becomes incapable of paying any of its creditors, gets into financial difficulties, insolvency proceedings will be commenced, or the Buyer intends to sell its business (this list non-exhaustive); and
7.3.6 give Avanti such information relating to the Goods as Avanti may require from time to time,
but the Buyer (other than a Consumer) may resell or use the Goods in the ordinary course of its business in which case the Buyer shall account to Avanti for the proceeds of sale (to the extent of the Buyer’s indebtedness to Avanti) keeping the same separate and identifiable from its other monies.
7.4 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 7.3.5, or Avanti reasonably believes any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Avanti may have, Avanti may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
7.5 If pursuant to clause 7.2 the Buyer fails to pay the full amount when due Avanti as the legal owner of the Goods, and its employees or agents, shall have the right to enter any land or premises occupied or owned by the Buyer in order to repossess the Goods, with or without prior notice. Use of this right shall be at Avanti’s discretion.
7.6 Avanti shall have the right to sell the Goods once they have been repossessed under this clause 7.
8. Carriage, storage and handling
8.1 Where no specific instructions are given about the manner in which the Goods are to be delivered to the Buyer or the delivery address, Avanti shall at its discretion choose the means of delivery to the Buyer and to direct the Goods to the Buyer’s last known business address. Any specific instructions in this regard must be given to Avanti at the time of the Order, and Avanti reserves the right to charge the Buyer for delivery where such specific instructions are not given.
8.2 Avanti may charge for the cost of carriage on orders below the minimum ordering quantities specified by Avanti.
9. Conditions and Warranties
9.1 The descriptions and illustrations shown in any website or catalogue at the time of going to press are to the best of Avanti’s knowledge and belief correct. However, Avanti reserves the right to make any improvements, alterations or any reasonable variations in size and weight in the supply of any of the Goods so described whether for reason of availability of Goods or for any other reason.
9.2 The Buyer may not reject the Goods on the basis that they fail to correspond with the description on any marketing material such as the Website or a catalogue where the discrepancy in description relating to the nature of the Goods and their intended use is such that it would be unreasonable for the Buyer to reject them.
9.3 Subject to these Conditions, Avanti warrants that the Goods shall, to the best of Avanti’s knowledge:
9.3.1 conform with their description and specification in the Order;
9.3.2 be free from material defects in design, material and workmanship;
9.3.3 be fit for any purpose held out by Avanti.
9.4 The warranty in clause 9.3 does not apply to any defect in the Goods arising from:
9.4.1 fair wear and tear;
9.4.2 wilful damage, abnormal storage or working conditions, accident, negligence by the Buyer or by any third party;
9.4.3 if the Buyer fails to operate or use the Goods in accordance with the user instructions;
9.4.4 any specification provided by the Buyer.
9.5 Subject to these Conditions, the Buyer may not reject the whole of the Goods where any defect or discrepancy of description relates to only part of the Goods.
9.6 Some of the Goods come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to any manufacturer’s guarantee provided with the Goods. Such guarantees shall be in addition to any legal rights held by a Consumer relating to faulty Goods in accordance with clause 2.7.
10.1 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 in writing and signed by Avanti.
10.2 No employee or agent of Avanti shall be deemed to have the authority to vary these Conditions and no statement, description, information or recommendation contained in any catalogue, price list, website, advertisement or made verbally by any of Avanti’s agents or employees shall be deemed to vary or override any of these Conditions.
11. Errors and Omissions Excepted
11.1 Avanti will use reasonable endeavours to verify the accuracy of information contained within the Website or other Avanti literature but makes no representation or warranty of any kind, express or implied, statutory or otherwise regarding the contents.
11.2 While all reasonable care is taken by Avanti to ensure that prices on the Website, catalogue or price lists are accurate, errors may occur occasionally. Where such errors affect the Buyer the Buyer will be informed of the errors as soon as practicably possible following Avanti’s detection of such errors and the Buyer shall be given the opportunity to reconfirm the Order at the correct price or cancel it.
11.3 All Quotations and prices listed on the Website, catalogue or price lists are subject to errors and omissions excepted.
12. Liability and Indemnity
12.1 Avanti will take all reasonable precautions to keep the details of the Buyer’s order and payment secure (for transactions carried out on the Website) but cannot be held liable for any losses caused as a result of unauthorised access to information provided by the Buyer, unless Avanti is negligent.
12.2 Specifically, Avanti makes no representation or warranty of any kind, express or implied, statutory or otherwise regarding the contents or availability of the Website or that it will be timely or error-free, or that the Website or server that makes it available are free of viruses or bugs. Avanti shall not be responsible for or liable to the Buyer for any loss of content or material uploaded or transmitted through the Website and Avanti accepts no liability of any kind for any loss or damage from action taken in reliance on material or information contained on the site.
12.3 If Avanti fails to comply with these Conditions, Avanti shall be responsible for loss or damage a Consumer suffers that is a foreseeable result of Avanti’s breach of these Conditions or Avanti’s negligence, but Avanti shall not be liable for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of Avanti’s breach or if they were contemplated by the Consumer and Avanti at the time the Contract was entered into. Avanti has no liability to the Consumer for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.4 Where Buyer is a Trader, Avanti’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 under no circumstances exceed the price of the Goods under the relevant Contract. Avanti shall under no circumstances be liable to the Trader, 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.
12.5 Where the Buyer is a Consumer, Avanti’s will be responsible for loss or damage suffered by the Consumer that is a foreseeable result of Avanti breaching the terms of the Contract or Avanti failing to use reasonable care and skill, but Avanti is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both Avanti and the Consumer knew it might happen, for example, if it was discussed during the sales process.
12.6 Nothing in these Conditions shall limit or exclude Avanti’s liability for:
12.6.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.6.2 fraud or fraudulent misrepresentation;
12.6.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
12.6.4 defective products under the Consumer Protection Act 1987; or
12.6.5 any matter in respect of which it would be unlawful for Avanti to exclude or restrict liability.
Avanti may at any time transfer, subcontract, or deal in any manner with all or any of its rights or obligations under the Contract. However the Buyer may not assign, transfer, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Avanti.
14. Third party rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
15. Governing law and Jurisdiction
The Contract and any dispute or claim arising out of or in connection with it shall be governed in all respects by English law and be subject to the exclusive jurisdiction of the English Courts.