Terms & Conditions
AMG Terms and conditions
1. THE PARTIES: The expression ‘AMG’ shall mean AMG Group Ltd. The expression ‘Customer’ shall mean the person, firm or company contracting for the purchase of goods from AMG Group Ltd.
2. WHOLE TERMS: These terms and conditions of sale shall apply to all contracts for the purchase of goods from AMG not with standing any previous dealings between AMG and the customer except only to the extent (if any) of any modification in the application of these terms and conditions to which AMG will have agreed to in writing.
3. GOODS DESCRIPTION AND SAMPLES: Notwithstanding any description or sample of goods, AMG shall be entitled to vary or modify specifications of goods or materials so long as such variation or modification does not materially affect the characteristics or quality of the goods.
4.1. DELIVERY: Unless otherwise specifically provided for in writing the dates of delivery of goods shall be deemed to be approximate only and time of delivery shall not be of the essence of the contract. AMG shall be entitled to deliver goods in instalments. AMG shall not be liable for any direct or indirect loss that may arise for any shortfall in quantities (provided that the Customer shall not be charged for the shortfall in quantities of goods). Upon the expiry of 3 months from the date provided in the contract for delivery, the contract for any amount of shortfall in quantities of goods delivered shall be deemed to be cancelled with no right or claim being due to or by AMG by or to the Customer.
4.2. AMG would not normally agree to cancellation or modification of any contract without being fully compensated for the cancellation or modification. Any cancellation or modification must be in writing.
5.1. THE PRICE: All prices quoted by AMG are exclusive of VAT. The price for the goods shall be AMG’s quoted prices or when no price has been quoted (or a quoted price is no longer valid) the price listed in AMG’s published price list current at the date of acceptance of the Customer’s order. AMG reserve the right to supply substitute product when necessary. Such substitute products will be supplied at the same price as those products on the original order.
5.2. SURCHARGES: AMG reserve the right to levy customers for external surcharges incurred out with its control, which shall be implemented only after a 14 day notice period has elapsed.
5.3. VAT: Shall be payable at the rate included in the VAT invoice.
6.1. PAYMENT: Unless otherwise specifically provided in writing, payment of the price will be due by the 20th of the month following the month of supply to the Customer and must be made to AMG.
6.2. In the event of failure to pay on the due date (a) interest at 2% per month for the first month and 3% per month for each subsequent month shall be payable from the due date for payment until payment of any outstanding sum due, and (b) all and any discount provided for in the contract or in AMG’s invoice shall be cancelled. Any charges relating to the collection of unpaid monies will be for the customer’s account.
6.3. OWNERSHIP of goods supplied by AMG shall remain with AMG until payment of all monies due to AMG by the customer under this or any other contract have been received in full. The customer shall hold the goods as readily identifiable as the goods of AMG and the customer shall advise AMG where the goods are held.
6.4. If the Customer in the ordinary course of business shall purport to dispose of any goods while still in the ownership of AMG all sums paid or payable to the Customer in respect of any such disposal shall belong to AMG and pending payment to AMG shall be held in trust for AMG.
6.5. At any time after the due date for payment of goods, AMG shall be entitled to recover possession of any goods for which payment shall not have been made in full and for that purpose the Customer authorises AMG and/or its agents to enter the premises of the Customer where AMG believes the goods to be held.
6.6. Notwithstanding that ownership of goods shall not have passed to the Customer AMG shall be entitled to pursue the Customer by way of court action or otherwise for payment for the goods at any time after the due date for payment and that without prejudice to AMG’s right in terms of 6.5 above to recover the goods concerned.
6.7 In the event of a customer restructuring, following any form of insolvency e.g. CVA, Liquidation, Administration or other such process, AMG reserves the right to cancel or modify any contracts previously in place with that customer.
6.8 In the event of a change to the shareholding or ownership of a customer, in excess of 5% of that customers issued share capital, AMG reserve the right to cancel all outstanding contracts and request immediate payment of all outstanding sums.
6.9 AMG reserve the right to withdraw, reduce or cancel any credit terms offered, at its discretion and request (if it so chooses) that the Customer re-apply for such credit terms, which following review of the new application, may or may not be granted.
7.1. LIABILITY: AMG’s liability under these conditions shall be AMG’s whole liability and responsibility to the Customer arising out of the contract for the supply of goods and shall be in lieu of all and any warranties or conditions implied by law as to the quality of goods or their fitness for any particular purpose. Nothing however shall exclude any liability AMG may have for the death or personal injury caused by the negligence of AMG or its employees (except when under the control of the Customer).
7.2. AMG shall have no liability for any defect in the goods supplied where such defect would on reasonable inspection have been revealed unless within 5 days of the date of supply the Customer shall have given written intimation of claim to AMG of defects in, loss of, or damage to the goods.
7.3. AMG’s liability is to supply goods of satisfactory quality which conform to the contract and fi t for the purpose so far as is reasonable. AMG shall have no liability for a design or specification that is supplied to AMG by the Customer. AMG shall have no liability for goods not of AMG’s own manufacture but the Customer shall be entitled to the benefit of all and any guarantees given to AMG by the makers to the extent that such guarantees are effective and enforceable.
7.4. AMG shall not be liable for any failure in performance of its obligations under a contract for the supply of goods, if that failure is caused by factors outside it’s control.
8.1. The use of any AMG’s brands or brand logos, in any format, must only be used with the signed prior agreement of AMG.
8.2. MARKETING: Any communication medium featuring AMG’s brands and/or brands logos which portray the brand(s) in a manner which could be construed as detrimental to AMG or its brands, may result in the closure of the trading account and the cancellation of any outstanding orders.
8.3. The marketing and featuring of AMG’s products and brands, in any communication, must always be done in a manner that can have no detrimental effect on AMG, the product or brand(s). Companies and/or their customers who fail to comply with these terms may be refused further supplies.
8.4. Companies using any of AMG brand logos to solicit the sale of goods via the internet must have the stock available for immediate despatch. All such Companies must confirm in writing their acceptance of AMG’s Brand Guidelines.
8.5. It is AMG’s policy to only supply goods to AMG approved customers. It is agreed, that as an AMG authorised customer, any goods supplied under these Terms & Conditions of Sale, will not be sold to non AMG authorised retailers, without the express written permission, of AMG.
9. PATENT & DESIGN RIGHTS: AMG will indemnify the Customer against any infringement of patent or design rights in regard to the goods except in respect of goods to the Customer’s design when the Customer will indemnify AMG against any infringement of patent or design rights.
10. BRIBERY & CORRUPTION : It is our policy to conduct all of our business in an honest and ethical manner. AMG and each of its direct and indirect subsidiaries take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery and corruption. It is not acceptable for our staff to accept, or to give, any payment, gift or hospitality where such inducement is made with the expectation that a business advantage may be obtained or to reward a business advantage already given. We do not make, and will not accept, facilitation payments or “kickbacks” of any kind.
11. RISK: Risk in respect of goods will pass on completion of delivery of the goods, notwithstanding that ownership of the goods concerned will not pass as referred to in 6.3 above.
12. LAW: This Contract shall be governed by and interpreted in accordance with the Law of Scotland and the Customer agrees to submit to the jurisdiction of the Scottish Courts notwithstanding that AMG may enforce the contract in any other competent jurisdiction.