Business Industrial Solution Ltd – Terms of Sale
1. Conditions:
All goods are sold, and services supplied subject to the following conditions, which shall apply to the exclusion of any conditions of order or purchase of the Buyer or any other standards, specifications, or particulars of or adopted by the Buyer. No amendment, alteration or attempt to override these conditions shall be binding on BIS unless agreed and confirmed in writing by a Director of BIS. The Manufacturer (of goods sold) can be any company or organization engaged in the manufacture of goods offered for sale in whole or in part and shall be deemed to include suppliers and/or wholesalers where these form part of the supply-chain.
2. Liability:
BIS (the Seller) will not be liable in law for any arrangements proposed by representatives, staff or agents relating to supply, delivery, returns or payment unless they are confirmed in writing within fourteen days and signed by a Director of BIS. BIS will not accept liability for any goods that become defective as a result of being subject to any process after leaving BIS’s premises. The Buyer’s statutory rights remain unaffected by BIS liability.
3. Risk and title:
The risk in the goods shall pass to the Buyer immediately on delivery to the Buyer or Recipient. BIS shall retain title to all goods sold until all monies due and owing by the Buyer have been paid in full and all funds cleared. In the event of default by the Buyer, BIS shall have the right (without any prejudice to its other rights) to enter the Buyer ‘s premises during ordinary business hours and to take possession of and remove such of its goods as shall be found on those premises or otherwise in the Buyer’s possession.
4. Specification:
The Buyer’s attention is specifically drawn to the Manufacturer’s brochures, technical data and safety literature in respect of the correct use and application of the products or goods which BIS may supply. Manufacturer’s literature will be provided upon request, subject to availability. The Buyer shall be wholly responsible for ensuring that such products or goods are entirely appropriate for the application and use to which they are put. Specifications and descriptions of goods that may be issued by BIS are correct tothe best of BIS’s knowledge at the time of issue. In view of the rights of Manufacturers to change specifications without notice and whilst all reasonable care is taken to ensure that due notification of such changes is given, the Buyer is advised to check the exact specification of all goods prior to order and on receipt of the goods where variations will be material to performance. Catalogues, illustrations and definitions of goods issued by BIS are intended as a guide only to the Buyer. BIS cannot be held responsible or liable in law for any inaccuracies or omissions.
5. Accuracy:
BIS shall accept no responsibility for the accuracy or omissions of drawings samples patterns or specifications supplied by the Buyer.
6. Orders:
The Buyer is responsible for ensuring the accuracy of their order. Orders for goods not shown as stock items in manufacturers catalogues or goods bespoke to the Buyer are considered special orders and cancellation or return can only be accepted provided the Buyer will be liable for any or all charges incurred.
7. Quotations:
Current prices are quoted, and all quotations are made on the basis that goods will be invoiced at the price ruling at the date of delivery unless otherwise stated. BIS will take reasonable steps to advise the Buyer where there is an increase. All quotations are valid for a period stated. The Prices quoted (unless otherwise stated) do not include VAT, or any other tax, levy, duty, or surcharge, imposed before or after making the contract.
8. Delivery:
Delivery dates are approximate only and delivery will be arranged as soon as is practicable. Orders will remain valid and binding notwithstanding delay in delivery. BIS will not be liable for any delay in delivery or failure to deliver due to any cause beyond BIS’s reasonable control. Each delivery shall be deemed a separate contract and the Buyer shall not be entitled to withhold payment for any delivery or repudiate the whole or part of the contract because of BIS’s default in any other part or delivery. Deliveries by express carriers or special means will be charged for an extra cost.
9. Payment:
Subject to credit being approved, Invoices for the supply of goods shall be submitted to the Buyer during the month in which the goods are delivered, and such invoices shall be payable in full by the Buyer within thirty (30) days after the month of invoice. In relation to late payment of invoices any outstanding payments over the agreed terms will be subject to accrued interest calculated on a daily basis and charged at 2% above LIBOR (London Inter Bank Offered Rate) on the date the invoice first fell due. This excludes the outstanding payment for items under dispute. Any Items under dispute will be identified and resolved prior to the payment datefalling due. In the event that the outstanding issues are not resolved within the given timescale the amount outstanding shall be paid minus the amount under dispute. Once resolved the outstanding disputed amount shall be paid in full withimmediate effect.Failure to pay for any goods or for any delivery or instalment shall entitle BIS to suspend further deliveries on the same or any other order from the Buyer without prejudice to any other right BIS may have. BIS also reserves the right to suspend delivery of any order or any part or instalment without liability until payment or satisfactory security for payment has
been provided. If payment is not made on the due date High court or County Court action will be taken with or without notice to recover all outstanding monies including interest charges and court fees. Where monies have to be collected due to delays in payments being received BIS reserves the right to charge for all costs incurred in recovering such debts.
10. Claims for damage, shortage, non-conformance, or non-delivery:
No responsibility will be accepted by BIS: –
a) for any shortage or damage occurring in transit unless The Buyer notes such damage or shortage on carriers’ delivery sheet and notice in writing is given to BIS within five (5) working days of receipt of goods.
b) in the case of non-delivery, or non-conformance this must also be advised to BIS within five (5) days of invoice (tax point).
11. Return of goods:
Goods returned for any other reason than warranty claim will only be accepted by BIS provided prior arrangements have been made. In the event of BIS agreeing to accept the return of goods an administrative charge of 20% of the invoice value of the goods returned shall be made together with all carriage charges incurred. In the event of returned goods being found or received by BIS in a damaged or soiled condition without original packaging where appropriate BIS reserves the right to make an additional charge against the Buyer in respect thereof. Invoice or Delivery note numbers shall be stated when returning goods for credit or under complaint. Goods returned under complaint will be passed to manufacturer or supplier for inspection and report.
12. Warranty:
Manufacturer’s guarantees and warranty conditions shall apply to all goods supplied by BIS. Any claims under warranty will be returned to manufacturer for inspection and report. BIS reserves the right to charge the Buyer for any costs incurred in respect of returning goods to the Manufacturer where warranty claims are not upheld. Invoice, delivery note numbers, serial numbers an appropriate a proof of delivery must be stated when returning goods under warranty.
13. Limit of Liability:
The Seller’s aggregate liability to the Buyer whether for negligence, breach of contract, misrepresentation, non-conformance or otherwise shall in no circumstances exceed the cost of the defective, damaged, under-delivered or non-conforming goods determined by net price invoiced to the Buyer in respect of any occurrence or series of occurrences. The Seller shall not be liable for any indirect or consequential loss, claims, damages or liabilities or loss of profit whatsoever even if advised of the possibility of same.
14. Indemnity:
The Buyer shall indemnify BIS in respect of any consequential loss, damage, expense or claim of whatsoever nature and howsoever arising out of the contract or the goods or their storage, installation, use, operation or maintenance save where the same is caused by the negligence of BIS.
15. Sub-contractors:
BIS shall be free to employ sub-contractors to manufacture any goods or parts supplied or to carry out installation work or servicing on BIS’s behalf.
16, Rights reserved:
Any failure by BIS to enforce any or all of these Conditions shall not be construed as a waiver of any of BIS’s rights hereunder.
17. Severability:
In the event that any provision of this Agreement is held to be invalid or unenforceable, such holding shall not affect the validity or enforceability of any other provision herein. Headings of the articles and paragraphs used in this Agreement are included for convenience only and are not to be used in construing or interpreting this Agreement.
18. Applicable law:
Any contract incorporating these conditions shall in be governed by and construed in accordance with English law, and the Buyer hereby submits to the exclusive jurisdiction of the English courts.