TERMS AND CONDITIONS OF SALE – BMAC LTD
In these terms and conditions of sale
“the Company” shall mean BMAC Limited (Registered in England & Wales no. 5393377) whose registered office is at Units 13-14 Shepley Industrial Estate South, Shepley Road, Audenshaw, Manchester, M34 5DW.
“the Buyer” shall mean the company, firm or person by whom an order is placed or with whom a contract is made.
“the Goods” shall mean all or any part of the goods, materials or products supplied by the Company to the Buyer.
(a) These terms and conditions of sale comprise the basis on which the Company offers the goods for sale and these and any resulting contract (“Contract”) will prevail over and supersede any other terms and conditions of the Buyer.
(b) No variation of these terms and conditions of sale shall be affected unless expressly accepted by an officer of the Company in writing.
(a) All prices are net, exclusive of VAT and do not include carriage/delivery charges unless otherwise quoted.
(b) The price of the Goods shall be that ruling on the date of delivery.
(c) The Company shall be entitled to increase the price at any time prior to delivery in the event of any increase in the cost of materials, labour or production and shall give notice thereof to the Buyer.
(a) The Buyer shall pay the full net amount of each invoice in respect of the Goods by the end of the month following the month of invoice.
(b) Time for payment shall be of the essence, and the Buyer shall have no right of set-off, statutory or otherwise.
(c) Interest shall be due and payable on all overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
(d) The Company may at any time require the Buyer to pay cash or provide security for payment.
(a) Delivery shall be deemed to take place when Goods are delivered to the Buyer by the Company or collected by an independent carrier or by the Buyer, whichever shall happen first.
(b) Time of delivery is not of the essence and the Company shall not be liable for any loss or damage whatsoever suffered by the Buyer as a result of any delay in delivery or failure to deliver.
(c) The Company reserves the right to make delivery by more than one instalment, each of which shall constitute a separate contract and the Buyer shall not be entitled to refuse to accept delivery of any instalment or to treat the Contract as repudiated.
6. Loss or Damage in Transit
(a) Where carriage is organised by the Company and the Goods are lost or damaged in transit otherwise than through the act or omission of the Buyer, the Company shall replace any items lost or damaged beyond economical repair or repair any items damaged provided that: (i) the Buyer has inspected the goods immediately upon delivery, (ii) within 3 days of the receipt of collection of the Goods the Buyer has notified the Company in writing of any shortage, damage or defect. (iii) the Buyer has preserved the Goods in question intact and readily available for inspection.
(b) If the Buyer shall fail to comply with clause 6(a) the Goods shall be deemed to have been delivered in accordance with the Contract.
7. Risk and Title
(a) Risk in the Goods shall pass to the Buyer upon delivery.
(b) Notwithstanding the passing of risk, the title to and property in the Goods shall remain with the Company until the Buyer has paid all sums due in respect thereof and all or any other sums owing to the Company in respect of other goods supplied. Until title to the Goods passes:
the Buyer shall hold the Goods as fiduciary agent and bailee for the Company.
(ii) the Goods shall be kept separate and stored so as to be clearly identifiable as belonging to the Company.
(iii) the Buyer is licensed by the Company to sell the Goods in the ordinary course of business provided that the proceeds of any sale are held in trust for the Company and always identifiable, and provided that the Buyer’s power of sale may be revoked at any time by the Company and shall automatically cease if the Buyer becomes insolvent or enters into receivership, administration or winding up.
(iv) the buyer shall on demand deliver up the Goods to the Company, which is hereby irrevocably authorised to enter the Buyer’s premises for that purpose.
8. Warranty & Liability
(a) The Company warrants that it has title to and the right to sell Goods.
(b) No representation or warranty is given as to the suitability or fitness of the Goods for any purpose, even though that purpose may be known.
(c) Nothing in clause 8 shall exclude or restrict the Company’s liability for death or personal injury resulting from its negligence.
d) The Company shall not be liable for any failure to deliver or perform the Contract resulting from force majeure or any other matter or event outside the Company’s control.
(e) In the event of any defect of manufacture, materials or workmanship in the Goods during the period of 3 years from manufacture the Company undertakes to either repair the Goods at its own expense or at its option to replace them provided that the Buyer: (i) notifies the Company in writing of the defect within 7 days of its discovery and (ii) returns the defective item to the Company at its own expense
The Company shall not be liable in respect of any defect arising from wilful damage, negligence, abnormal working conditions, failure to follow the Company’s fitting or assembly instructions, misuse, modification or repair of the Goods without the Company’s approval.
(g) Subject to clause 8
(e) the Company shall not be liable for any loss of or damage to or resulting from the supply or use of the Goods whether arising from breach of duty in contract or tort including negligence by the Company, its servants or agents and in no circumstances shall the Company be liable for any indirect or consequential loss or damage (including but not limited to economic loss and loss of profits). The total liability of the Company for all or any claims arising shall not exceed the price of the Goods. Where the Company is not the manufacturer of the Goods the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer.
The Buyer shall indemnify the Company in full in respect of any claim made by any third party in connection with the Goods or any use to which the Goods may be put by the Buyer.
10. Health and Safety
(a) The Company has provided the Buyer with any product and technical information available on the safe use, storage, handling and distribution of the Goods.
(b) The Buyer shall be responsible for complying with all statutes, regulations and any codes of practice applicable thereto.
Termination If the Buyer:
(a) commits a material breach of the Contract; or
(b) commits any act of bankruptcy or enters into receivership, administration or winding up then in any such event the Company shall have the right to cancel or suspend any further deliveries and treat the Contract as determined, but without prejudice to the Company’s right to any sums due and damages for loss suffered in consequence of such determination.
Neither the Company nor the Buyer shall assign or transfer the Contract or the benefits thereof without the prior written consent of the other party.
13. Proper Law
The Contract shall be governed by and construed in accordance with English law and any disputes arising shall be subject to the exclusive jurisdiction of the English Courts.