TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
1 DEFINITIONS AND APPLICATION
1.1 “Company” means BSA Tube Runner Ltd.
“Customer” means any person at whose request or on whose behalf the Company undertakes any business, sales of goods or services
“Conditions” means the standard terms and conditions of sale set out in this document (unless the context otherwise requires) including any special terms and conditions agreed in Writing between the Customer and the Company
“Order” Customer’s instructions to supply Goods or Services
“Contract” means the contract for the purchase and sale of the Goods and/or Services
“Goods” means the Goods and/or Services (including any instalment of the Goods and/or Services or any parts for them) which the Company is
to supply in accordance with the conditions
“Writing” includes e-mail, facsimile transmission and any other comparable means of communication
1.2 Any legislation compulsorily applicable to the provision of any Goods or Services, these conditions shall, as regards such provision, be read as subject to such legislation and nothing in these conditions shall be construed as a surrender by the Company of any of its rights and immunities or as an increase of any of its responsibilities or liabilities under such legislation and if any part of these conditions be contrary to such legislation to any extent such part shall as regards such provision of Goods and Services to be overridden to that extent and no further.
2 GENERAL CONDITIONS
2.1 The Company shall sell and the Customer shall purchase the Goods and/or Services in accordance with any written or verbal Order of the Customer which is accepted by the Company, subject to the Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 No variation to the Conditions shall be binding unless agreed in Writing by an authorised representative of the Company.
2.3 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents is followed or acted upon entirely at the Customer’s own risk. The company shall not be liable for any advice orrecommendation as to the application or use of the Goods which is not confirmed in Writing by the Company.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.5The Company will not be held responsible for any delay covered by an Act of God, labour dispute, war, accidents, flood, dearth of raw materials, new duties or regulations imposed, or any other unavailable circumstance, and all quotations are given and orders accepted subject to the ‘force majeure’ clauses.
2.6 Any claim by the Customer against the Company arising in respect of any Goods or Services provided for the Customer or which the Company has undertaken to provide shall be made in writing and notified to the Company within 14 days of the date upon which the Customer became or should have become aware of anyevent or occurrence alleged to give rise to such claim and any claim not made or notified as aforesaid shall be deemed to be waived and absolutely barred except where the Customer can show that it was impossible to comply with this time limit and that they made the claim as soon as it was reasonably possible to do so.
3 ORDERS AND SPECIFICATIONS
3.1 No Order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed verbally or upon receipt of our official acknowledgement. Each Order so accepted shall constitute a separate contract.
3.2 The Company reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Customers’ specification, which do not materially affect their quality or performance.
3.3 No Order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation in which case the Customer shall pay the Company’s invoice within seven days of its date.
3.4 The Company supplies Goods and Services under careful quality control procedures and should be free from defect in material, workmanship and/orquality of Service provided. Any Goods or Services shown to the Company’s satisfaction to be defective or below a reasonable standard will be replaced without charge provided the Company is notified in writing within 14 days of receipt of the Goods or provision of Service. The Company will not be responsible for claims beyond the replacement of such Goods or Services.
4 PRICE OF THE GOODS OR SERVICE
4.1 The price of the Goods and/or Services shall be as stated in the Company’s quotation or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the Order. All quotations are valid for 30 days or otherwisestated on our official quotation and may be withdrawn by the Company at any time.
4.2 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, any changes in delivery date, quantities or specifications for the Goods and/or Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions. In the event of such price variation, the Customer shall be entitled to cancel any Order for undelivered Goods or unperformed Services. Any such cancellation must be in Writing and within 7 days of the Company’s notification of the price variation or within 14 days before delivery or performance is due, whichever is the sooner.
4.3 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
4.4 Unless otherwise agreed in Writing, all prices are exclusive of costs for delivery, postage, packing, administration and insurance, which will be additionally charged to the Customer.
5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods and/or Services on or at any time after the delivery of the Goods and/or performance of the Services and where the Goods are to be supplied and/or the Services are to be rendered by instalments the Company shall be entitled to render periodic invoices for Goods delivered and Services rendered up to the date of each invoice.
5.2 The Company shall be entitled to recover the price of the Goods (plus value added tax) notwithstanding that property in the Goods has not passed to the Customer.
5.3 Unless the Company has agreed some other payment period with the Customer in Writing the Customer shall pay the price of the Goods and/or Services (less any discount to which the Customer is entitled, but without any other deduction) within 30 days of the date of the Company’s invoice. The time of payment of the price shall be of the essence of the Contract.
5.4 If the Customer fails to make any payment on the due date then, without prejudice to any otherright or remedy available to the Company, the Company shall be entitled to:
5.4.1cancel the Contract or suspend any further deliveries of the Goods and/or performance of the Services;
5.4.2appropriate any payment made by the Customer to such of its invoices as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
5.4.3charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent (4%) per annum above Barclays Bank PLC base rate from time to time, until payment in full for all outstanding amounts due is made (a part month being treated as a full month for the purpose of calculating interest)
6 CANCELLATION/RETURN OF GOODS
6.1 Except where Goods are returned under a warranty claim, the Customer shall not be entitled to return Goods unless the Company has given its prior consent in Writing.
6.2 Provided such consent has been given, incorrectly or over - ordered parts supplied from the Company’s stock may only be returned within thirty days of the invoice date in unused condition. In such event a handling of 15% will be made on such items, with a minimum charge of £10.In the case of goods not supplied from stock the handling charge will depend upon the value to the Company of the goods.
6.3 The Customer shall not be entitled to cancel any order without written consent from the Company.
6.4Provided such consent has been given, orders may be cancelled on the strict condition that all costs and expenses incurred by the Company will be reimbursed by the Customer
7WARRANTY; Limit of Responsibility
7.1 The Company warrants that it will, at its option, repair free of charge or replace the products in the event of mechanical, electrical or other failure within a period of 12 months limited warranty (or such other period as may be stipulated by the Company) from the date of delivery subject to the following conditions:
7.1.1 The Customer shall observe all instructions as to operation and maintenance of the products as may be issued by the Company and shall not overload or subject products to undue stress.
7.1.2 The Customer shall notify the Company of failure of the products within seven days of such failure occurring and shall attempt no repairs himself and shall return the products to the Company at their own expense.
7.1.3 The Customer shall ensure strict observance of any safety recommendations made by the Company and the Company shall not be liable for any damage caused or injury suffered by reason of the failure of the Buyer to ensure such observance except to the extent that such exclusion is prohibited by any rule of Law.
7.1.4Damage to the products malfunction or failure caused by incorrect power supply, alteration, accident, misuse, neglect, abuse, moisture ingress or other conditions beyond the control of the Company, tampering or modification by unauthorised persons shall in no way be considered as a defect of the product and are excluded from any warranties.
7.1.5Defects, malfunctions or failures caused by normal wear and tear, due the normal ageing of the product, or to consumable parts (such as, but not limited to, cutter blades, light bulbs, hydraulic or pneumatic seals, motor brushes and rotor blades) shall in no way be considered as a defect of the product and are excluded from any warranties.
7.1.6The removal of defacement of any serial number from the product shall invalidate any and all warranties.
7.2 The Customer’s remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by Law or any other claim in respect of the products or any workmanship in relation thereto (whether or not involving negligence on the part of the Company) shall in all cases be limited to the remedies aforesaid and any condition or warranty implied by Law shall cease to apply after the expiry of the warranty period. The Company shall not in any circumstances be liable for any damage compensation, costs, expenses, losses or other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in Law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law.
7.3 A claim in respect of any defect or failure to comply with the specification or order or in respect of any delivery or installment of an order or any part thereof shall not entitle the Customer to cancel or refuse delivery of or payment for any other order, delivery or installment or any part of the same order, delivery or installment.
7.4 The Company will require a reasonable period of time to carry out any repairs or replacements.
8 DELIVERY
8.1 Subject to any agreement to the contrary Delivery of Goods shall be made by the Company passing the Goods to such carrier as shall be nominated by the Company with instructions to transport the Goods to the delivery address specified by the Customer. Delivery of Services shall be made by the Company offering such Services at the delivery address agreed by the Company and the Customer.
8.2 Any dates quoted for delivery of the Goods and/or provision of the Services is approximate only and the Company shall not be liable for any delay in delivery of the Goods or performance of the Services howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in Writing.
8.3 Where the Goods and/or Services are to be delivered or provided in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more instalments in accordance with the Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
8.4 If the Customer fails to accept the Goods and/or fails to give the requested delivery instructions or to provide adequate facilities for the provision of the Services at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
8.4.1store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage: or
8.4.2sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract:
8.4.3invoice the Customer for all costs and expenses incurred by it in connection with the delay caused in the provision of the Services.
9 RISK AND PROPERTY
9.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time when the Company passes the Goods to its carrier as set out in clause 8.1
9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and/or Services and all other Goods and Services agreed to be sold by the Company to the Customer for which payment is then due.
9.3 Until such time as the property in the Goods passes to the Customer the Customer shall not let, sell, charge or otherwise dispose, transfer or deal with the Goods or any part thereof and the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do soforthwith, to enter uponanypremises of the Customer or any third party where the Goods are stored and repossess the Goods.
9.4 Whilst every care will be taken of Customer’s property in our possession, no liability can be accepted for loss or damage by fire, theft, or any other means.
10 PATENTS
10.1 The Customer shall indemnify the Company against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Company with the Customer’s instructions, whether expressed or implied.
11 ENGLISH LAW
11.1 The Contract shall be governed by and construed in accordance with English Law and the Customer hereby submits to the jurisdiction of the English Courts.