Cart is emptyTERMS AND CONDITIONS OF SALE AND SERVICE
1. About Us
1.1 AOV Direct is the trading name of Ventec 100 Limited (company number 02202581), a company registered in England and Wales. Our registered office is at Towngate House, 2-8 Parkstone Road, Poole, Dorset, United Kingdom, BH15 2PW. Our VAT registration number is 504202017.
1.2 Our principal place of business is Unit 16C Chalwyn Industrial Estate, St Clements Road, Poole, Dorset BH12 4PE.
1.3 We operate the website www.aov-direct.co.uk.
1.4 To contact us, email [email protected] or call us on the telephone number shown on our website.
2. Definitions
In these Terms, the following definitions apply:
“Trade Customer” or “you” an individual or entity acting for purposes relating to that individual’s or entity’s trade, business, craft or profession, whether acting personally or through another individual acting in the trader’s name or on the trader’s behalf.
“Bespoke Order” Goods that have been modified, custom-manufactured or ordered direct from the manufacturer to your specific requirements or specifications.
“Goods” the products available for purchase through our website or otherwise supplied by us.
“Contract” the contract between us and you for the sale and purchase of Goods and/or the provision of Services, incorporating these Terms.
“Terms” these terms and conditions of sale as amended from time to time.
“Variation” any addition, omission or change to the Goods or Services requested by you after placing your order.
“Services” any connect and commission, installation, testing, commissioning, repair, maintenance or other services to be provided by us at the Premises, as specified in the Acceptance Confirmation.
“Premises” the location at which the Services are to be carried out, as specified in your order.
“Service Fee” the fee payable by you for the Services as set out in the Acceptance Confirmation or as otherwise agreed in writing.
“Commissioning Certificate” the written certificate issued by us upon successful completion of the commissioning of the Goods, confirming that the system has been tested and is functioning in accordance with the manufacturer’s specifications.
3. Basis of Sale
3.1 These Terms apply to all orders placed by you through our website or otherwise. By placing an order you confirm that you are acting in a business capacity and agree to be bound by these Terms.
3.2 These Terms, together with our order acknowledgement, constitute the entire agreement between us. No other terms, conditions or reservations stipulated by you shall apply, and no variations to these Terms will apply unless expressly agreed by us in writing.
3.3 These Terms supersede any previous agreements or representations. You acknowledge that you have not relied on any statement, promise, representation or warranty not set out in the Contract.
4. Orders and Acceptance
4.1 The placing of an order shall constitute acceptance of these Terms. Please check your order carefully before submitting. You are responsible for ensuring your order is complete and accurate.
4.2 Once we have checked the price and availability of the Goods, you will receive confirmation of that order via email (an “Acceptance Confirmation”). The Contract between us will be formed when we send you the Acceptance Confirmation.
4.3 Our acknowledgement of order acceptance via email or web is not a guarantee of delivery. We reserve the right to decline the supply of Goods at any time before despatch — for example, if we are unable to source the model you require. If this happens, we will refund you in full.
5. The Goods
5.1 Images of the Goods on our website are for illustrative purposes only. Colour, packaging and appearance may vary slightly from those shown.
5.2 We do not manufacture the Goods. The manufacturer may change the specification of the Goods from time to time. You must check the specifications of the Goods before you purchase them.
5.3 Bespoke Orders will be manufactured to the specifications you provide. You have sole responsibility for ensuring those specifications are correct.
6. Variations and Change Orders
6.1 You may request Variations at any time before despatch, without invalidating the Contract, provided that such Variations are agreed by us in writing.
6.2 Where you request a Variation, we will provide you with a written estimate of any additional cost or time required as soon as reasonably practicable. Such estimate shall be deemed accepted by you unless you dispute it in writing within 7 days of receipt.
6.3 We shall be entitled to recover from you any reasonable direct costs, losses or expenses incurred as a result of any Variation requested by you, including but not limited to costs arising from delays, additional materials or wasted work.
6.4 Where manufacture of Bespoke Orders has already started, it may not be possible to accommodate a Variation. In such cases you will remain liable for the full cost of the original order.
6.5 We have no obligation to accept any request for a Variation and may refuse without giving a reason.
7. Design Responsibility
7.1 We do not provide any design services and we do not provide any advice as to whether any of our products will be appropriate for your needs or will work within any fire safety or smoke ventilation scheme.Where we supply Goods only (without Services), we do not provide any design services and we do not provide any advice as to whether any of our products will be appropriate for your needs or will work within any fire safety or smoke ventilation scheme.
7.1A Where we provide Services (including connect and commission), our proposal is based on the specification, schedule or fire strategy provided by you or your appointed designer. We have not independently verified the adequacy or correctness of that specification. You must ensure that the proposed specification has been checked and approved by the relevant approving authority (including building control, the fire service, or an appointed fire engineer) as being in accordance with the building’s fire strategy and/or design framework requirements. We accept no responsibility for the adequacy or correctness of the fire engineering design.
7.2 You must make your own determination as to the suitability of any Goods for your needs, including checks with any relevant building control body, fire service, fire consultant, risk assessor or other authority. By accepting an order for Goods, we do not accept any design responsibility in connection with any fire safety, smoke ventilation or other scheme in which such Goods are to be used.
7.3 If you provide us with a building plan, specification or otherwise and ask for our recommendation for the likely type, size and quantity of Goods that may be required, any comments we make are on the basis that: (a) we make no guarantee and give no warranty that any Goods suggested will be appropriate for such plan — it is your sole responsibility to determine this; and (b) we do not accept any responsibility for reviewing or commenting on such plan.
7.4 You are solely responsible for the installation of any Goods in accordance with the manufacturer’s installation instructions and by an appropriately qualified and competent installer.
7.5 All Goods sold on our website must be installed by an appropriately qualified and competent installer in accordance with the manufacturer’s instructions, all applicable regulations (including the Building Safety Act 2022, Building Regulations and CDM Regulations 2015), and in compliance with any relevant fire safety scheme requirements.
7.6 In respect of any Bespoke Order you request, you shall indemnify us against all losses we may incur as a result of any claim from any third party that the specification you provided to us infringes the intellectual property rights of such third party.
8. Provision of Services
8.1 Where you have ordered Services from us, we shall provide the Services at the Premises using the Goods on the date(s) specified in the Acceptance Confirmation or as otherwise agreed in writing.
8.2 The Services may include but are not limited to: electrical connection of AOV smoke ventilation systems, commissioning and functional testing, integration with fire alarm and building management systems, and handover with completion of Commissioning Certificates.
8.3 We shall carry out the Services with reasonable care and skill, in accordance with the manufacturer’s instructions and all applicable regulations (including the Building Safety Act 2022, Building Regulations, BS EN 12101-2, BS 7346 and CDM Regulations 2015).
8.4 Upon successful completion of the Services, we shall issue a Commissioning Certificate. The Commissioning Certificate shall confirm that the system has been tested and is functioning in accordance with the manufacturer’s specifications at the date of commissioning. The Commissioning Certificate does not constitute a warranty that the system will remain fault-free.
8.5 Our obligation to provide the Services is conditional upon you complying with your obligations under clause 10 (Your Obligations — Services).
9. Timing of Services
9.1 We shall use reasonable endeavours to complete the Services on or by the date(s) specified in the Acceptance Confirmation, but time shall not be of the essence in respect of the provision of the Services.
9.2 We do not guarantee: (a) that we will commence the Services by a specified date or time; (b) that we will complete the Services by a specified date or time; or (c) that we will complete individual elements of the Services within any specified timescale.
9.3 If delays are caused by circumstances beyond our reasonable control (including but not limited to delays by other trades, site not being ready, inclement weather, or your failure to comply with clause 10), we shall not be liable for any losses arising from such delay and may charge additional costs reasonably incurred.
9.4 If we attend the Premises to carry out Services and are unable to proceed because the site is not ready, access is not available, or your obligations under clause 10 have not been met, we shall be entitled to charge you an abortive visit fee, plus any reasonable travel and accommodation expenses incurred.
10. Your Obligations — Services
Where you have ordered Services from us, you shall comply with the following obligations. Failure to do so may result in delays, additional charges, or our inability to complete the Services.
10.1 You shall ensure that the Premises are safe, clean and ready for the Services to be carried out by the agreed start date. This includes ensuring that all preparatory works by other trades (including builders’ work, electrical wiring, and opening formations) have been completed.
10.2 You shall ensure that the electrical wiring installation at the Premises is installed in accordance with our wiring diagrams and/or the manufacturer’s requirements, and in compliance with BS 7671 (IET Wiring Regulations) and all other applicable electrical regulations. We shall not be responsible for any defect or failure arising from incorrect or non-compliant wiring carried out by others.
10.3 You shall provide us with suitable and safe access to the Premises (including roof access where applicable) at the agreed dates and times. Where work at height is required, you shall provide safe scaffolding, access towers or other suitable access equipment in accordance with the Work at Height Regulations 2005.
10.4 You are responsible for obtaining all necessary consents, permissions and approvals before the Services commence, including: (a) planning permission and building control approval; (b) landlord or freeholder consent where you are a tenant or leaseholder; (c) any permits required for parking, road closures or crane operations; and (d) notification to the Principal Designer under CDM Regulations 2015 where applicable.
10.5 During the provision of the Services, you shall provide at your own cost: (a) access to a 220/240 volt power supply within reasonable proximity to the work area; (b) secure storage for our tools, equipment and materials; (c) access to welfare facilities including toilet and hand-washing facilities; (d) parking for our vehicles within reasonable proximity to the Premises; and (e) any qualified operatives required to operate specialist machinery, cranes or platforms.
10.6 You shall remove or protect all items, furniture, fixtures and fittings in or around the work area that could be damaged or could hinder the performance of the Services before the agreed start date.
10.7 You warrant that all information, measurements and specifications you have provided to us are accurate and complete. We shall not be liable for any failure or defect in the Services arising from inaccurate or incomplete information provided by you.
10.8 We shall be entitled to charge you on a time and materials basis (at our standard rates from time to time) for any additional work, delay or expense arising from your breach of any obligation in this clause 10, including but not limited to abortive visits, waiting time, return visits and additional materials.
11. Restrictions and Assumptions — Services
11.1 Our quotation for Services is based on the information and site conditions described by you. We shall not be liable for any inaccuracy or omission in the information you have provided and any additional cost arising from unforeseen site conditions or inaccurate information shall be charged to you.
11.2 We do not provide structural surveys, electrical surveys, fire engineering design or building advice. Our Services are limited to the connection and commissioning of the smoke ventilation equipment specified in the Acceptance Confirmation.
11.3 Unless expressly stated otherwise in the Acceptance Confirmation, the Services do not include: (a) any builders’ work or making good; (b) electrical wiring or cabling (first fix or second fix); (c) fire stopping or sealing; (d) decoration or finishing; (e) provision of scaffolding or access equipment; (f) disposal of waste or packaging; or (g) liaison with building control or fire service.
11.4 We may deviate from the agreed scope of Services where: (a) unforeseen site conditions prevent us from safely continuing with the Services as originally specified; or (b) continuing with the Services as specified would result in a breach of any statutory or regulatory requirement. In either case, we shall notify you as soon as reasonably practicable and provide a revised quotation for any additional work required.
12. Warranty for Services
12.1 We warrant that the Services will be provided with reasonable care and skill in accordance with generally accepted industry standards.
12.2 Our warranty for the Services extends only to the workmanship of the connection and commissioning carried out by us. It does not cover: (a) defects in the Goods themselves (which are subject to the manufacturer’s warranty and clause 19 of these Terms); (b) defects arising from work carried out by others (including electrical wiring, builders’ work or integration with third-party systems); (c) defects arising from subsequent modification, interference or tampering with the installation; or (d) fair wear and tear.
12.3 Any defect in the Services must be notified to us in writing within 12 months of the date of the Commissioning Certificate. We shall, at our option, re-attend the Premises to rectify any defect in our workmanship at no additional charge, provided the defect is not attributable to any of the exclusions in clause 12.2.
12.4 Our liability in respect of the Services shall be limited to re-performing the defective Services or, at our option, refunding the Service Fee (or the proportionate part attributable to the defective Services). We shall not be liable for any costs of removal, re-installation or consequential losses arising from any defect in the Services.
13. Availability
13.1 We rely on computers and people to manage our stock. Occasionally either may get it wrong. If our stock count is incorrect and affects your order, we will inform you as soon as is practicably possible and try to resolve the matter.
13.2 In the event the items you have ordered are not available, you will be contacted and an alternative or a full refund offered. If we are only able to fulfil part of your order, payment will be taken for your whole order; then on despatch, a full refund for the unavailable Goods will be made.
14. Price
14.1 Prices on our website are believed to be correct but may vary without notice. Goods will be invoiced at the price ruling at the date of despatch, and we reserve the right to amend any errors or omissions.
14.2 All prices exclude Value Added Tax. VAT at the current standard rate (where applicable) will be added at the time of invoicing.
14.3 Prices for Bespoke Orders are based on the specifications provided by you at the time of ordering. These prices will be subject to change if changes are made to those specifications.
14.4 In accordance with our policy of progressive improvement, we reserve the right to alter the specification and/or price of any Goods without prior notice.
14.5 We may increase the price of any Goods to reflect any increase in our costs which is due to any factor beyond our reasonable control, including but not limited to increases in the cost of materials, labour, transport or manufacturer price increases.
15. Payment
15.1 Accepted payment methods are: Credit/Debit Card, PayPal, Bank Transfer (BACS/Faster Payment), and Cash.
15.2 Goods paid for by credit card, debit card or PayPal will only be delivered to the registered billing address. We do not store credit/debit card numbers, nor do we share customer details with any third parties.
15.3 Orders paid for by bank transfer or cash can be delivered to an alternate delivery address once the funds have been verified.
15.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
15.4A We do not accept the application of retention to any sums due under the Contract. All invoices are payable in full without deduction of retention. Any term of your order, subcontract, or other document purporting to impose retention on payments due to us shall be of no effect.
15.5 If you fail to make payment in full by the due date, we may: (a) suspend any further supply of Goods to you (after giving 7 days’ written notice) and charge you for any reasonable costs of such suspension; (b) charge you interest on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, which currently entitles us to interest at 8% per annum above the base rate of the Bank of England from time to time, together with the fixed sum compensation provided for under that Act; and (c) recover from you all costs and expenses (including legal fees) incurred in collecting any overdue amounts.
15.6 We may set off any amount owing to us by you against any amount payable by us to you.
16. Delivery
16.1 Every effort is made to meet quoted delivery times and we are proud of our delivery accuracy. However, delivery dates are approximate and time of delivery is not of the essence. We cannot guarantee all deliveries will be made as stated.
16.2 Delivery is complete once the Goods have been unloaded at the delivery address set out in your order and the Goods will be at your risk from that time.
16.3 Our liability for any failure to deliver the Goods shall 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. We shall not be liable for any failure to deliver to the extent that such failure is caused by a Force Majeure Event (see clause 24) or your failure to provide adequate delivery instructions.
16.4 Please inform us when you place your order of any restrictions or special requirements for delivery (such as restricted site access). We reserve the right to charge additional delivery costs if our carrier is unable to complete a delivery as a result of restrictions you have not notified us of.
16.5 You shall not be entitled to reject the Goods if the quantity delivered varies from the quantity ordered by up to 5%.
16.6 If there is nobody available to receive your delivery, the courier company will rearrange delivery for another day which may not be If there is nobody available to receive your delivery, the courier company will usually leave a card for you to arrange collection from your local depot or rearrange delivery for another day. Where Goods have been paid for by credit card or debit card, delivery can only be made to the registered billing address of the cardholder.
16.7 If initial delivery is not accepted, nor rearranged delivery made, the Goods will be returned to our premises. If you then request a new delivery, a reasonable additional delivery charge will be incurred. If you have not taken delivery within 10 business days of the delivery date, we may resell the Goods and charge you for any shortfall below the price of the Goods.
16.8 We may deliver the Goods by instalments. Each instalment shall constitute a separate Contract. Any failure by us to deliver any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.
16.9 For deliveries outside the UK it is possible for you to arrange your own courier service; however, if you choose to do so then VAT will be charged (as there is no proof of export on our behalf). We accept no responsibility for Goods damaged in transit by a courier service not of our choosing.
17. Transfer of Risk and Title
17.1 Risk in the Goods shall pass to you on delivery.
17.2 Title to the Goods shall not pass to you until we have received payment in full for the Goods and all other sums due to us from you.
17.3 Until title passes to you, you shall: (a) hold the Goods as our fiduciary agent and bailee; (b) store the Goods separately from your own goods and those of any third party, properly protected and identified as our property; (c) not remove, deface or obscure any identifying mark on the Goods or their packaging; (d) not pledge or in any way charge by way of security any of the Goods; and (e) maintain the Goods in satisfactory condition and keep them insured on an all-risk basis at their full replacement value, with AOV Direct noted as an interested party on the insurance policy.
17.4 If before title passes to you, you become subject to any insolvency event (within the meaning of section 123 of the Insolvency Act 1986) or we reasonably believe that any such event is about to occur, we may require you to return the Goods and, if you fail to do so promptly, enter any premises where the Goods are stored to repossess them.
18. Inspection of Goods
18.1 Goods must be checked upon receipt of delivery and contents checked for missing items and damage. This must be done within 24 hours of delivery receipt.
18.2 Any missing items must be reported in writing to [email protected] within 24 hours of delivery receipt. If you fail to report missing items within this period, any claim will be void.
18.3 If Goods are damaged in transit by our chosen courier, you must contact us within 24 hours of delivery receipt. We then require a formal claim in writing within 7 days of the date of delivery.
18.4 If you do not inspect the Goods on delivery or notify us in accordance with this clause, you will not be entitled to reject the Goods or receive a refund for any damage or defect, and we will not be responsible for any such damage or defect.
18.5 You are responsible for ensuring the safe keeping of any Goods pending their return. You will be responsible for any damage to the Goods that may be caused while the Goods remain with you or while they are being returned to us.
19. Limited Warranty
19.1 We warrant that on delivery the Goods shall: (a) conform in all material respects with their description; and (b) be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
19.2 AOV Direct warrants to you that the Goods will be free from defects in workmanship and materials under normal use for a period of 12 months from the date the Goods were invoiced (“Limited Warranty Period”).
19.3 In some cases, the warranty period may be extended by the manufacturer. If an item has an extended warranty period, it will be stated on its product page on our website. Extended warranty claims may require the product to be returned to the manufacturer directly.
19.4 The Limited Warranty is on a “return to base” basis. Goods must be returned to us for testing before any further action can be taken. See clause 21 for the returns procedure.
19.5 If a defect arises and a valid claim is received within the Limited Warranty Period, we will at our option repair or replace the defective Goods. Shipping costs will be paid by you in the first instance. If the Goods are deemed faulty, a capped delivery cost will be reimbursed upon proof of purchase. The maximum refund for delivery costs will be the cost of delivery by the least expensive delivery method we offer.
19.6 After the Limited Warranty Period, we are entitled to charge you for any reasonable shipping and handling costs made in connection with the repair or replacement of the Goods.
19.7 We will not be liable for costs incurred relating to removal or re-installation of Goods found to have a manufacturing defect.
19.8 Warranty Exclusions
Our Limited Warranty is void if:
(a) the product is opened or repaired by someone not authorised by AOV Direct;
(b) the defect arises from misuse, moisture, liquids, proximity or exposure to heat, accident or abuse;
(c) there has been non-compliance with the installation and/or usage instructions supplied with the Goods, including neglect or misapplication;
(d) any branding or label attached to the product has been disfigured, removed or tampered with;
(e) physical damage is evident on the surface of the product or the product has been mis-calibrated;
(f) any adaptations or amendments to any component alter its intended design or purpose;
(g) the product has not been installed by an appropriately qualified and competent installer;
(h) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(i) the defect is caused by ancillary equipment not recommended by the manufacturer; or
(j) the Goods differ from their description as a result of changes made to comply with applicable statutory or regulatory requirements.
20. Limitation of Liability
This clause contains limits on our liability to you. Please read this clause carefully to ensure you understand these limits.
20.1 References to liability in this clause include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
20.2 Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
20.3 Subject to clause 20.2, we shall under no circumstances be liable to you for any: (a) loss of profits; (b) loss of sales or business; (c) loss of business opportunity; (d) loss of anticipated savings; (e) loss of goodwill; (f) loss of or corruption to software or data; or (g) any indirect or consequential loss, howsoever arising.
20.4 Subject to clause 20.2, our total liability to you for all losses arising under or in connection with the Contract shall in no circumstances exceed the price paid by you for the Goods and/or Services that have given rise to the relevant loss.
20.5 We only supply the Goods for internal use by your business or for installation in your projects. We will not be liable to any third party to whom you may sell or otherwise transfer the Goods.
20.6 We accept no liability if you use any Goods for a purpose for which they are not intended or advertised on our website, or if the Goods have not been installed by an appropriately qualified and competent installer in accordance with the manufacturer’s instructions.
20.7 All information and data given in company literature is subject to variation and is for general information only.
20.8 Except as expressly stated in these Terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
21. Returns Procedure
Returns for Warranty Repair
21.1 You must have your order number to hand so that we can trace your transaction.
21.2 If you believe you need to return any item for fault testing, you must first contact our technical support on the telephone numbers provided on our website to run through some basic tests.
21.3 If we are unable to resolve the problem remotely, you will be invited to complete a Returns Request Form. Before returning Goods for any reason, a Sales Return Number (SRN) must be obtained from our customer care team at [email protected]. An SRN will usually be issued within 3 working days.
21.4 Bespoke Orders may require a Returns Authorisation Number (RAN) which can only be obtained from the manufacturer.
21.5 Failure to obtain an SRN (or RAN if applicable) will result in the Goods being turned away from our Goods-In and returned to the invoice address as undeliverable.
21.6 Once an SRN has been issued, you must return the item with the SRN clearly marked on the outside of the box. An SRN will expire 21 days after issue date, and the return request will be closed.
21.7 If the product is found to be faulty and within the Limited Warranty Period, we will repair or replace the faulty Goods and return them to you at our expense.
21.8 If the product has been damaged due to improper installation, it will not be covered under the Limited Warranty and any repair will be chargeable.
21.9 In the event of no fault found, a £30 (+VAT) charge will become payable and the product will not be returned to you until receipt of payment. Reasonable delivery costs will also be charged if applicable.
21.10 All products returned that are outside the Limited Warranty Period will incur a testing fee of £30 (+VAT) before a quotation is provided for any potential repairs.
22. Cancellation and Non-Warranty Returns
22.1 Trade customers wishing to cancel or return an order for any reason (other than warranty claims under clause 19) must notify us in writing within 7 working days from the date of order confirmation. After this period, we have the right to decline a cancellation or return request.
22.2 You will have no right to cancel any Bespoke Order, and we will not accept any returns or pay any refunds in respect of Bespoke Orders unless such Goods are faulty. No cancellation of any order shall be accepted without our written agreement and your full indemnification of any losses, costs and expenses incurred by us as a result of the cancellation. Bespoke Orders cannot be returned, cancelled or refunded unless a defect exists under clause 19, or unless we have given prior written agreement to accept the return. Any such agreement will be subject to such terms and restocking charges as we may specify at that time.
22.3 A restocking fee of between 20% and 80% of the order value (+VAT) will be charged at our discretion. You must also pay for delivery.Where we agree to accept the return of standard stock Goods (excluding Bespoke Orders), the following restocking fees shall apply: (a) standard stock items returned unopened in their original packaging within 14 days of delivery: 20% of the order value (+VAT); (b) all other returns of standard stock items accepted at our discretion within 14 days of delivery: 30% of the order value (+VAT). Returns will not be accepted after 14 days from delivery unless expressly agreed by us in writing. You must also pay all delivery and collection costs. We shall not be liable for any loss of profit, loss of business, wasted expenditure or any indirect or consequential loss arising from or in connection with the return of Goods or the cancellation of any order.
22.3A All returns under this clause 22 must comply with the returns procedure set out in clause 21, including the requirement to obtain a Sales Return Number (SRN) before returning any Goods. Goods returned without a valid SRN will be refused at our goods-in facility and returned to the sender at the sender’s cost. Restocking fees under clause 22.3 will only be calculated and applied once the Goods have been received, inspected and accepted by us in accordance with the returns procedure.
22.4 Goods returned for credit will only be accepted if they are in their original boxes, undamaged, unused and complete with all instructions and documentation.
22.5 If you decide to cancel your order, you must return the Goods to us at your own expense. You must ensure that the Goods are packaged sufficiently to protect against damage.
22.6 If you fail to take reasonable care of the Goods before they are returned to us and this results in damage, you will be charged for the reduction in value.
23. Insurance
23.1 You shall ensure that the Goods are covered by adequate all-risk insurance from the point of delivery, insured to their full replacement value.
23.2 You shall, upon request, provide us with evidence of such insurance cover.
24. Force Majeure
24.1 We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Force Majeure Event”), including but not limited to: pandemic, war, terrorism, strikes, government regulations, import or export restrictions, natural disaster, adverse weather conditions, road closures, supply chain disruptions, or delays by the manufacturer of any Goods.
24.2 If a Force Majeure Event takes place that affects the performance of our obligations: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations will be suspended for the duration of the Force Majeure Event. We will arrange a new delivery date with you after the event is over.
24.3 You may cancel the Contract affected by a Force Majeure Event which has continued for more than 30 days. If you cancel, you must return any relevant Goods already received and we will refund the price paid, including standard delivery charges.
24.4 We reserve the right, by giving written notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in our costs which is due to any factor beyond our reasonable control.
25. Termination
25.1 Without limiting any of our other rights, we may suspend the supply or delivery of Goods to you, or terminate the Contract with immediate effect by giving written notice to you if: (a) you fail to pay any amount due under the Contract on the due date; (b) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or (c) your financial position deteriorates to such an extent that in our reasonable opinion your capability to fulfil your obligations under the Contract has been placed in jeopardy.
25.2 Termination of the Contract shall not affect any rights or remedies that have accrued as at the date of termination.
25.3 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.
26. Retention of Title and Debt Recovery
26.1 All Goods referred to on outstanding invoices due to AOV Direct by you shall remain the absolute property of AOV Direct until payment of all invoiced amounts has been received and cleared.
26.2 In the event of default by you, responsibility for payment in full for all Goods ordered, together with all costs and interest, is that of the buyer. Where the buyer is a limited company, the directors may be held individually or collectively liable to indemnify AOV Direct for all costs and losses howsoever caused to the extent permitted by law.
27. Dispute Resolution
27.1 In the event of any dispute arising out of or in connection with the Contract, the parties shall first attempt to resolve the matter through good faith negotiation.
27.2 If the dispute cannot be resolved by negotiation within 14 days, either party may refer the dispute to adjudication pursuant to the Scheme for Construction Contracts (England and Wales) Regulations 1998 (as amended). The nominating body for the appointment of the adjudicator shall be the Royal Institution of Chartered Surveyors.
27.3 The decision of the adjudicator shall be binding until the dispute is finally determined by legal proceedings, by arbitration (if the parties agree to arbitration) or by agreement.
27.4 Nothing in this clause shall prevent either party from seeking injunctive or other interim relief from the courts at any time.
28. Data Protection
28.1 We adhere to all relevant UK data protection laws, including the UK General Data Protection Regulation and the Data Protection Act 2018.
28.2 Any personal data provided in connection with your order will be handled in accordance with our Privacy Policy, available on our website.
29. Communications
29.1 When we refer to “in writing” in these Terms, this includes email.
29.2 Any notice given by either party must be in writing and delivered by hand, sent by pre-paid first class post, next working day delivery service, or email.
29.3 A notice is deemed to have been received: (a) if delivered by hand, at the time of delivery; (b) if sent by recorded delivery, at 9.00am on the first working day after the recorded delivery date; or (c) if sent by email, at 9.00am on the next working day after transmission.
30. General
30.1 Assignment: We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights under the Contract with our prior written consent.
30.2 Variation: Any variation of the Contract only has effect if it is in writing and agreed by both parties. These Terms may be updated by us from time to time. The Terms that apply will be those on our website at the date the Contract is formed.
30.3 Waiver: If we do not insist that you perform any of your obligations, or if we delay in doing so, that will not mean we have waived our rights against you.
30.4 Severance: If any court or relevant authority decides that any provision of these Terms is unlawful or unenforceable, the remaining provisions will remain in full force and effect.
30.5 Third Party Rights: The Contract is between you and us. No other person has any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
31. Governing Law
31.1 The Contract is governed by the laws of England and Wales. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales.