TERMS & CONDITIONS OF SALE
- DEFINITIONS AND INTERPRETATIONS
1.1 In these conditions:
“Conditions” means the standard terms and conditions of sale set out in this document and any special terms and conditions agreed in writing between the Supplier and the Customer.
“Contract” means the contract for the purchase and sale of Goods and provision of Services.
“Customer” means the person whose order for the Goods or services is accepted by the Supplier.
“Goods” means any goods which the Supplier supplies to the Customer.
“Order Acknowledgement” means the notification issued by the Supplier to the Customer pursuant to clause 2 indicating acceptance of the clients order.
“Services” means any services which the Supplier provides to the Customer.
“Supplier” means Business Services Group Limited, Eastheath House, Eastheath Avenue, Wokingham, RG41 2PR
1.2 Clause headings are for convenience only and do not affect the interpretation or construction of these Conditions.
- TERMS OF SALE
2.1 The parties contract on the terms contained in these Conditions and any terms (including terms as to price, specification and delivery) contained within the Order Acknowledgement issued by the Supplier to the Customer, which together shall prevail over any inconsistent terms which the Customer may seek to introduce.
2.2 There shall be no contract between the Supplier and the Customer unless an ‘Order Acknowledgement’ is issued by the Supplier
2.3 These Conditions and the Order Acknowledgement shall together comprise the whole Contact between the Supplier and the Customer.
2.4 The Supplier’s representatives are not authorised to remove or vary any of these terms or introduce any other terms, written or oral, into the Contract, or accept any offer or counter offer made by the Customer.
2.5 Any variation to these Conditions will not be valid unless agreed in writing and signed by a director on behalf of the Supplier.
3.1 The price of the Goods or services will be as set out in the Supplier’s Order Acknowledgement.
3.2 Unless otherwise stated, all prices quoted are exclusive of value added tax.
- DELIVERY AND INSTALLATION
4.1 The Supplier reserves the right to make delivery by instalments and invoice the Customer separately in respect of each instalment.
4.2 The time of delivery shall not be of the essence of the Contract. Late delivery (or delivery by an instalment) of the Goods does not entitle the Customer to reject the Goods, cancel the Contract or without payment of any part of the Contract price.
4.3 If delivery of the goods or provision of Services by the Supplier is not possible due to inadequate delivery instructions or is delayed at the request of the Customer, or if the Customer is unavailable to accept the Goods the Supplier may charge the Customer with any reasonable additional costs (including storage charges) incurred, or cancel the Contract.
4.4 The arrangements for delivery and installation will be as set out in the Suppliers Order Acknowledgement. It is the responsibility of the Customer to advise the Supplier in writing if alternative arrangements for delivery are required, and the Supplier may charge the Customer for any reasonable additional costs incurred in making alternative arrangements.
4.5 Where statute law, current standards, or working practices demand that electrical installation is tested and certified by a competent technician, the Customer shall be entirely responsible for such testing and certification unless this service is specified in the Order Acknowledgement. The supplier can provide a comprehensive electrical installation and testing service.
4.6 Where the Contract requires the Supplier’s employees to work at the Customer’s premises the Customer shall ensure it is fully compliant with all health and safety at work legislation.
4.7 If the Goods are to be installed by the Supplier it must be possible for the Supplier to assemble and install them without encumbrance during normal working hours or at a time confirmed by the Order Acknowledgement.
4.8 If the Customer elects to collect the goods from the Suppliers premises and delivery shall take place at the time the Customer take possession of the Goods.
5.1 The Supplier may send an invoice to the Customer on or at any time after delivery of the Goods and/or performance of the Services. The Customer shall notify the Supplier of any queries relating to the invoice within 14 days or its date.
5.2 The Customer shall pay the Supplier’s invoice within 30 days of the date of the invoice. The time for payment is of the essence of the Contract.
5.3 The Supplier reserves the right to charge interest at 4% per annum above the basic rate of Barclays Bank Plc on all overdue accounts. Interest is deemed to accrue on a daily basis.
5.4 If the Customer fails to pay the total invoice price on the date specified:
- a) the Supplier may cancel the Contract and recover the Goods in accordance with clause 7
- b) if deliveries are to be made in instalments the Supplier may suspend or cancel further deliveries
- c) the Supplier may require payment in advance for all future Contracts.
5.5 The Supplier reserves the right in the Order Acknowledgement to vary the payment terms which may include payment in advance
and/or stage payments.
6.1 Subject to 6.2, the Customer may not cancel a Contract except with the prior written consent of the Supplier.
6.2 The Customer may not cancel a Contract relating to the supply or manufacture of Goods to a special order or specification.
6.3 Where there is an agreed cancellation permitted by clause 6.1 the Customer shall pay to the Supplier a sum that equals the costs incurred by the Supplier (as a result of the cancellation), the Supplier to take reasonable measures to mitigate such costs.
- PROPERTY AND RISK
7.1 Risk of damage to or loss of the Goods shall pass to the customer
- a) in the case of Goods to be collected by the Customer, at the time the Customer takes possession of the Goods, and
- b) in the case of Goods, including samples or hired Goods, to be delivered by the Supplier, at the time of delivery or, if the customer fails to accept the Goods, at the time the Supplier tenders delivery.
7.2 Ownership of the Goods remains with the Supplier and shall not pass to the Customer until the Supplier is paid in full for the price of the Goods and no other amounts are owed by the Customer in respect of any other goods or service provided by the Supplier.
7.3 If the Customer is in breach of clause 5, without prejudice to any other rights, the Supplier may recover all Goods for which payment has not been received and may enter the Customer’s premises for this purpose.
7.4 Until such time as property in the Goods passes;
- a) it is the responsibility of the Customer to insure the Goods against all insurable risks to an amount equal to the net invoice price of the Goods.
- b) the Customer shall be entitled to resell the Goods but shall hold the proceeds of sale on trust for the Supplier in a separate bank account to the Supplier for such proceeds.
7.5 Where the Supplier provides samples or hires Goods to the Customer these will at all times remain the property of the Supplier, but it is the responsibility of the Customer to insure the goods against all insurable risks equal to the value of the goods.
8.1 If the Goods are to be manufactured in accordance with a specification submitted by the Customer, the Customer shall indemnify the Supplier against all loss, damaged costs and expenses awarded against or incurred by the Supplier in respect of any infringement of any intellectual property rights of any other person.
9.1 Subject to the following sub-clauses in this clause 9, the Supplier warrants that the goods will correspond with their description and specification contained on the Suppliers ‘Order Acknowledgement’.
9.2 The Customer shall examine the Goods at the time of delivery and must notify the Supplier of any damage to the Goods reasonably discoverable on examination within 3 days of delivery.
9.3 The Supplier shall not be liable in respect of any defect in the Goods arising from fair wear and tear, or wilful damage or negligence by the Customer or their Agents.
9.4 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier shall not be liable for any consequential loss or damage whatsoever whether arising from a breach of contract or a breach of duty in tort or otherwise and including (but not limited to) loss of profits or contracts.
- CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
10.1 All specifications, drawings, technical descriptions and pricing schedules and any other similar material submitted with the Supplier’s estimate or supplied to the Customer pursuant to the Contract are supplied in confidence, remain the property of the Supplier and shall be returned if requested. The Customer shall not infringe or seek to infringe any intellectual property rights of the Supplier in such material, or divulge any information contained within such material to any third party without the express written permission of a director of the Supplier.
11.1 If the Customer enters into voluntary arrangement with creditors, or (being an individual or a firm) becomes insolvent or bankrupt, or (being a company) has a petition presented for its winding up, passes a resolution for voluntary winding-up, becomes the subject of an administration order or has a receiver appointed, the Supplier may treat the Contract as having terminated and suspend any further
deliveries, and all monies then owing shall become due immediately regardless of any previous agreement to the contrary.
- FORCE MAJEURE
12.1 The Contract may on the reasonable written notice of the Supplier be cancelled in the event of circumstances outside the Suppliers reasonable control, and the Supplier shall not incur any liability thereby for failure to manufacture or deliver the Goods or provide any services. Such circumstances include (but are not limited to) an act of God, war, riots, explosion, abnormal weather conditions, fire, flood, strike, lock-out, delay by suppliers, accidents and a shortage of materials, labour or manufacturing facilities.
13.1 The Supplier may assign or sub-contract any part of the Contract.
13.2 The Customer is only entitled to assign the Contract with the prior written approval of the Supplier, such agreement not to be unreasonably withheld.
13.3 As a precondition to the commencement of any litigation in connection with this Contract and/or in relation to the supply of Goods or provision of Services by the Supplier, the Customer shall first attempt to reach a settlement by mediation in accordance with the Centre for Dispute Resolution Model Mediation Procedure.
13.4 If any term of the Contract is held by the Court to be unlawful and struck out the validity and enforceability of the remainder of the Contract shall not be affected.
13.5 The Contract and these Conditions shall be governed by the laws of England and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.
The Company provides all items and services on the following Conditions which can be varied only in writing by an Officer of the Company.
If a Customer’s acceptance document, purchase order or other communication, received by the Company before or after notification of these Conditions, contains terms at variance with these Conditions, then every such term shall be of no effect.
Business Services Group Ltd., Registered in England No. 05637350, Registered Office Eastheath House, Eastheath Avenue, Wokingham, RG41 2PR. Tel 0118 402 5608.