Business Service & Supplies (Lancaster) LTD – Conditions of Sale

1. Interpretation

1.1 In these Conditions :

“BUYER” means the person who accepts a quotation off the Seller for the sale of the Goods and Services or whose order for the Goods and Services is accepted by the Seller

“GOODS AND SERVICES” means the Goods and Services (including any instalment of the Goods and Services or any part for them) which the Seller is to supply to the Buyer in accordance with these Conditions

“SELLER” means BSS (Lancaster) Ltd (registered in 1962 under number 736026)

“CONDITIONS” means the standard terms and Conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and Conditions agreed in Writing between the Buyer and the Seller

“CONTRACT” means the Contract for the purchase and sale of the Goods and Services

“DAY” shall mean a calendar Day from midnight to midnight

“DAY WORK” shall mean for labour cost plus 200% per man hour: for expenses cost plus 15%: for plant and materials cost plus 33% or at such other rates as the Seller shall inform the Buyer as being its current Day Work rate

“EXTRA OR CHARGE” shall mean such an amount calculated under the Day Work rate or such other amount as may have been previously agreed in Writing by the Seller

“WRITING” includes text, cable, facsimile transmission, e-mail and comparable means of communications

1.2 Any reference in these Conditions to any provision of a statute shall be constructed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. BASIS OF THE SALE

2.1 The Seller shall sell and the Buyer shall purchase the Goods and Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and Conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller

2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods and Services unless confirmed by the Seller in Writing.  In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

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 Seller shall be subject to correction without any liability on the part of the Seller

3. ORDERS AND SPECIFICATIONS

3.1 The quantity, quality and description of and any specification for the Goods and Services shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller)

3.2 The Seller reserves the right to make any changes in the specification of the Goods and Services which are required to conform with any applicable statutory or EC requirements or, where the Goods and Services are to be supplied to the Seller’s specification, which do not materially affect their quality or performance

3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 Seller as a result of cancellation

3.4 The minimum order value for sale of Goods and Services by way of a credit account shall be £5.00 net + VAT or such other value as may be varied by the Seller in Writing from time to time

3.5 No Goods and Services shall be accepted by the Seller for return by the Buyer except by prior agreement in Writing, any such Goods and Services so returned shall be repackaged by the Buyer in the original packaging as delivered.  A Charge will be made as against the Buyer the amount of such Charge to be at the absolute discretion of the Seller if the return is due to the fault of the Buyer

4. PRICE OF THE GOODS AND SERVICES

4.1 The price of the Goods and Services shall be Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date o f acceptance of the order.  All prices quoted are valid for 10 Days only or as otherwise stated in Writing or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time to increase the price of the Goods and Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, transport, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer of failure of the Buyer to give the Seller adequate information or instructions

4.3 Unless otherwise agreed in Writing any quotation does not include :

4.3.1 servicing to other trades.  Any such servicing will be Charged as an Extra

4.3.2 any expenditure to be made in connection with the obtaining of licences for the use of power, gas, water or other services on the site and any such expenditure will be the responsibility of the Buyer or will be Charged as an extra

5. TERMS OF PAYMENT

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods and Services on or at any time after delivery of the Goods and Services, unless the Goods and Services are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods and Services, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods and Services are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods and Services

5.2 The Buyer shall pay the price of the Goods and Services (less any discount to which the Buyer is entitled, but without any other deduction) within 30 Days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods and Services has not passed to the Buyer.  The time of payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to :

5.3.1        cancel the Contract or suspend any further deliveries or works for the Buyer;

5.3.2        Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2% per month, until payment in full is made (a part of a month being treated as a full month for the purpose of  calculating interest)

6. DELIVERY

6.1 Delivery of the Goods and Services shall be made by the Seller delivering the Goods and Services to the Buyers premises at the ground floor entrance, unless agreed otherwise by the Seller in Writing

6.2 Any dates quoted for delivery of the Goods and Services are approximate only and the Seller shall not be liable for any delay in delivery of the Goods and Services howsoever caused.  Time for delivery shall not be of the essence unless previously agreed by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer

6.3 If the Seller fails to deliver the Goods and Services for any reason other than any cause beyond the Seller’s control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods and Services to replace those not delivered over the price of the Goods and Services

6.4 If the Buyer fails to take delivery of the Goods and Services or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.4.1        sell the Goods and Services at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or Charge the Buyer for any shortfall below the price under the Contract

7. RISK AND PROPERTY

7.1 Risk of damage to or loss of the Goods and Services shall pass to the Buyer:

7.1.1.       In the case of Goods and Services to be delivered at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods and Services, the time when the Seller has tendered deliver of the Goods and Services

7.2 Notwithstanding delivery and the passing of risk in the Goods and Services, or any other provision of these Conditions, the property in the Goods and Services shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and Services and all other Goods and Services agreed to be sold by the Seller to the Buyer for which payment is then due

7.3 Until such time as the property in the Goods and Services passes to the Buyer, the Buyer shall hold the Goods and Services as the Seller’s fiduciary agent and bailee, and shall keep the Goods and Services separate from those of the Buyer and third parties and property stored, protected and insured and identified as the Seller’s property.  Until that time the Buyer shall be entitled to resell or use the Goods and Services in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods and Services, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, property stored, protected and insured

7.4 Until such time as the property in the Goods and Services passes to the Buyer (and provided the Goods and Services are still in existence and have not been resold):

7.4.1 the Seller shall be entitled at any time to require the Buyer to deliver up the Goods and Services to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods and Services are stored and repossess the Goods and Services

7.4.2 Notwithstanding that any goods or services or materials supplied by the Seller may have become affixed to the Buyer’s premises, the Seller shall have the right to remove such items making good any damage caused by such removal

7.5 The Buyer shall not be entitled to pledge or in any way Charge by way of security for any indebtedness any of the Goods and Services which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable

8. WARRANTIES AND LIABILITY

8.1 Subject to the Conditions set out below the Seller warrants that the Goods and Services will be free from defects in material and workmanship

8.2 The above warranty is given by the Seller subject to the following Conditions :

8.2.1        the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working Conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods and Services without the Seller’s approval;

8.2.2        the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller

8.3 Subject as expressly provided in these Conditions, and except where the Goods and Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, Conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law

8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods and Services of their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 Days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discover of the defect or failure.  If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and Services and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods and Services had been delivered in accordance with the Contract

8.5 Where any valid claim in respect of any of the Goods and Services which is based on any defect in the quality, condition or workmanship of the Goods and Services or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods and Services or make good by repair (or the part in question) free of Charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods and Services (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer

8.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services or their use or resale by the Buyer, except as expressly provided in these Conditions

8.7 The Seller shall not be liable to the Buyer or be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods and Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control :

8.7.1 act of God, explosion, flood, tempest, fire or accident;

8.7.2        war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.7.3        acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.7.4        import or export regulations or embargoes;

8.7.5        strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

8.7.6        difficulties in obtaining raw materials, labour, fuel parts or machinery;

8.7.7        power failure or breakdown in machinery.

8.8 The Seller shall have no liability whatsoever in respect of goods or services alleged not to have been delivered unless the Seller and the carrier is notified of such non-delivery within 7 Days of the due date of dispatch

8.9 The Buyer shall have no claim whatsoever against the Seller in respect of any defect arising through faults in design or construction if such design was provided by the Buyer or if any works were done by the Buyer its sub-Contractors, agents or employees

8.10 It shall be the Buyer’s responsibility to ensure that all works to be undertaken by the Seller and all goods and materials to be used in connection with such work comply with all statutes, laws, by-laws and regulations of any Government or authority whatsoever: particularly but without limitation with regard to the obtaining of fire certificates and compliance with the planning requirements and building regulations.  If the Buyer wishes the Seller to ensure compliance with any of the above matters the Seller shall do so if agreed in Writing provided that such matters shall be Charged as an Extra to the Contract price

8.11 Without prejudice to the generality of clause 8 hereof the Seller shall have no responsibility whatsoever for any defects or damage to goods or materials supplied by the Seller or to the Buyer’s property which is caused by dampness, excessive temperatures, movement in buildings, chemical action, or to any other cause over which the Seller has no control

9. INSOLVENCY OF BUYER

9.1        This clause applies if :

9.1.1        the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order of (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

9.1.2        an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.3        the Buyer ceases, or threatens to cease, to carry on business; or

9.1.4        the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly

9.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods and Services have been delivered but no paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, and the Seller shall be entitled if no moneys are forthcoming to enter the Buyer’s premises and recover the Goods and Services in accordance with clause 7.4 herein

10. TECHNICAL SPECIFICATIONS

10.1 Wherever the Seller provides plans, drawings or specifications in connection with the Contract or proposed Contract the Buyer shall be entirely responsible for such specifications plans and drawings and shall indemnify the Seller against all damages penalties costs and expenses arising out of the infringement of any patent, registered design, copyright or other intellectual property (or any claim for such infringements) arising out of work carried out in accordance with the Buyer’s drawings, plans or specifications

10.2 All drawings and other specifications submitted by the Seller to the Buyer in connection with the Contract or proposed Contract remain the Seller’s property and all copyright or other intellectual property rights therein is reserved to the company and any information given or comprised therein must be regarded as confidential.  Furthermore all drawings and specifications submitted by the Seller in connection with the Contract or proposed Contract have been prepared solely for the Seller’s own use in connection therewith and the Seller gives no warranty whatsoever that any drawings are to scale or otherwise accurate

10.3 Unless otherwise agreed in Writing the Seller’s quotation is based upon continuity of work during normal working hours (8.00 a.m. – 5.00 p.m.) on a site free from obstruction and in the absence of any persons other than the Seller’s employees or sub-Contractors.  The site must also be closed and protected from the elements and the Seller should be under no obligation to commence work until the site is cleared and protected to its requirements.  In the event that commencement of any Contract is delayed through no fault of the Seller the Seller shall have the right to make an extra Charge at its Day Work rate

10.4 In the event that a clear site is not maintained throughout the period of the Contract or the structural parts of the building have an uneven finish due to variations in the surfaces of ceilings, floors and/or walls the Seller shall also be entitled to make a Charge in respect of extra costs caused by such obstructions or variations

10.5 the Buyer shall be responsible for the provision, at its own expense, of electric light and power (not less than 13 amp) to be supplied to the Seller on site in accordance with the IEE and statutory requirements.  Further the Buyer or its agents shall be responsible for ensuring that the circuit will be earthed in accordance with IEE and statutory requirements and that it shall otherwise comply with any such regulations for the time being in force

10.6 the Buyer shall at its own expense ensure that the Seller’s employees or sub-Contractors engaged in connection with a Contract shall enjoy facilities required to be provided by the Factories Acts and the Health & Safety a t work legislation or any similar statutory or other requirements and any modifications or re-enactments thereof

10.7 It shall be the Buyer’s responsibility to protect the site from damage in the course of completion of any Contract and the Seller shall not be liable to make good any damage to ceilings, floors, fixtures and fittings and/or walls that may have been caused by the Seller, its employees, agents or sub-Contractors during the execution of the Contract caused by the Buyers having failed to provide adequate protection against any such damage

10.8 It shall be the Buyer’s responsibility to point out to the Seller any concealed services within or adjacent to the site and in the event that any such concealed services are damaged or disrupted by the Seller, its employees, agents, or sub-Contractors in the course of any Contract the re-instatement of those services and (without prejudice to clause 8 (any loss or damage caused by such damage) disruption or any subsequent leakage or failure is the responsibility of the Buyer

11. GENERAL

11.1         The Buyer shall have no right to set-off, and a claim or counterclaim by the Buyer against the Seller shall not be a reason for deferring or withholding payment of sums due to the Seller

11.2         Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to that party giving the notice

11.3 No waiver by the Seller of any subsequent breach of the same or any other provision

11.4 The Seller shall be entitled to sub-contract or assign any part of the contract between the Seller and the Buyer

11.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby

11.6 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.

11.6 Any dispute arising out of or in connection with this agreement may be referred, at the absolute discretion of the Seller, to the decision of a single arbitrator to be agreed upon between the parties or in default of agreement within 14 days to be appointed at the request of either party by the President for the time being of the Law Society of England and Wales in accordance with and subject to the provisions of the Arbitration Act 1996 or any re-enactment or modification of such Act for the time being in force and the decision of the arbitrator shall be final and binding on all the parties

11.6         The Contract shall be governed by the Laws of England.