1 / General
(a) Sale as otherwise agreed in writing by Boneham & Turner Limited (‘The Company’), these conditions shall govern the contract to the entire exclusion of any other express or implied conditions.
(b) Descriptions, illustrations and particulars of goods contained in the Company’s price lists catalogues or other advertising material shall not form part of the contract unless specifically included.
(c) If the goods required for any special use not reasonably to be inferred by the Company, the customer shall disclose such use before the Contract is entered into.
2 / PERFORMANCE
(a) The Company warrants that the goods shall at the time of delivery correspond with the specifications agreed (subject to any specified tolerance limits) and be free from defects in workmanship and materials. If any goods do not conform to this warranty the Company will at its option:
(i) replace the goods found not to conform to the warranty or
(ii) take such steps as the Company deems necessary to bring goods into conformity with the agreed specifications (subject as aforesaid) and into a state where they are free from such defects; or
(iii) take back the goods found not to conform to the warranty and refund the appropriate part of the purchase price.
Provided that the liability of the Company shall in no event exceed the purchase price of the goods, and performance of any one of the above options shall constitute an entire discharge of the Company’s liability under this warranty.
(b) The foregoing warranty is conditional upon:
(i) the customer giving notice to the Company of the alleged defect or failure to correspond with specification immediately the customer discovers or ought to have discovered the same;
(ii) the customer affording the Company a reasonable opportunity to inspect the goods; and
(iii) the customer making no further use of the goods that are alleged to be defective or which do not correspond with specification after the time agreed the customer discovers or ought to have discovered the same.
(c) Save as provided in paragraph (a) of this Condition:
(i) all conditions and warranties, express or implied, as to the quality or fitness for any purpose of the goods are hereby expressly excluded; and
(ii) the Company shall be under no liability for any loss or damage (whether direct, indirect or consequential) howsoever arising which may be suffered by the customer.
(d) in the event that, notwithstanding the foregoing provisions of this Condition, the Company is found liable for any loss or damage suffered by the customer, that liability shall in no event exceed the purchase price of the goods.
(e) The foregoing provisions of this Condition shall not apply to sales which are made to persons who deal as consumers (as the expression is defined in Section 12 of the Unfair Contract Terms Act 1977).
3 / PRICE
(a) The price payable for each consignment of goods exstock will be the Company’s list price last published on the date on which that consignment is delivered to the customer.
(b) In the case of goods which are not exstock the Company reserves the right to increase the contract price at any time after the date of the contract by such additional sums as may from time to time be necessary to cover increased costs due to:
(i) alteration of the customer’s requirements;
(ii) suspension of work due to lack of or on the customer’s instructions;
(iii) any variation in costs of materials, labour, overheads or transport, or in conforming to any Act of Parliament or Order, Regulation or bye-laws made by any competent National or Local Authority arising after the date of the contract. Further in the case of specials the Company shall be entitled to deliver up to 110% of the quantity ordered and to increase the contract price accordingly.
(c) The contract price is exclusive of Value Added Tax or any similar taxes, levies or duties, which will be added to or charged on invoices at the appropriate rate.
(d) There is no minimum order value, but credit sales of goods having a total net value (exclusive of VAT, carriage, packing or postage) will be subject to an administration charge to cover the relatively high cost of processing such orders. See catalogue for details.
4 / PAYMENT
Unless otherwise agreed in writing, the customer shall pay for the goods by cash on delivery. Where an order is designated as a credit order, payment shall be made on or before the tenth day of the month following the month of the invoice date. If the customer fails to make any payment in accordance with the agreed terms, the Company shall be entitled to charge interest at the rate of 3% per annum over the base rate of National Westminster Bank Limited on a day to day basis for the time being an all overdue payments.
5 / DELIVERY
(a) A date or period of delivery agreed by the Company shall be an estimate only. Every effort will be made to adhere to delivery dates, but the Company accepts no liability for any direct or any consequential loss or damage arising from delay in delivery or despatch, in particular where such delay is caused by lack of instructions from the customer, strikes, lock-outs, other industrial action, failure of the Company’s suppliers to fulfil their obligations, or any other cause beyond the Company’s reasonable control.
(b) Unless otherwise stated, the price quoted is for the supply of the goods exworks and unpacked. All packing, postage and other costs of delivery, and costs of storage following any failure by the customer to take delivery, will be subject to an extra charge.
(c) If the customer being a company shall pass a resolution or suffer an order of a court to be made for its winding-up, or if a receiver shall be appointed, or being an individual or partnership shall suspend payment or propose or enter into any composition with creditors or suffer a receiving order in bankruptcy, then the Company may without prejudice to any other right rescind the contract, or suspend or cancel delivery or recover the possession of any goods for which payment in full has not been received.
6 / RISK AND PROPERTY
(a) The risk in the goods shall pass to the customer upon delivery of the goods to him or any carrier acting on his behalf.
(b) The property in the goods shall not pass to the customer until the price of the goods and any other goods delivered by the Company to the customer is paid. In the event of the customer failing to pay for the goods, then all such goods of the Company not paid for shall be handed over to the Company on demand and the Company is hereby granted a licence to enter into the customer’s premises for the purposes of recovering such property. Without prejudice to the generality of the foregoing, if the said goods are sold by the customer then the Company’s beneficial interest shall attach to any proceeds of such sale and the customer shall forthwith hand over to the Company any proceeds of such sale and the Company shall be entitled to call upon the customer to assign all claims that the customer may have in respect of such sale.
7 / COPYRIGHT
All designs, drawings, plans or models prepared by the Company for the customer’s information remain the Company’s property and copyright, and neither they nor any copies thereof must be made use of by any person without the Company’s written consent. In respect of any goods supplied to the customer the design or specification whereof shall have been supplied by the customer, the customer accepts responsibility for any claims which may arise in respect of the making, supplying or using for the purposes of the contract of any patented invention or process or registered design, and the customer agrees to indemnify the company against any action, claim or proceeding for infringement or alleged infringement in respect thereof.
8 / CANCELLATION
Contracts are not subject to cancellation without the Company’s written consent. Where cancellation is accepted, the Company shall in addition to any express terms of acceptance of cancellation be entitled to reimbursement of any costs incurred by the Company in connection with the contract.
9 / FORCE MAJEURE
The Company shall have the right to cancel or to reduce the volume of the goods delivered if it is prevented from or hindered in delivering the goods through any circumstances beyond its control including (but not limited to) industrial action, war , fire, or prohibition or enactment of any kind, without incurring any liability for any loss or damage whatsoever resulting therefrom.
10 / ARBITRATION
At the option of either party in writing, any question, dispute or difference arising between the Company and the customer in relation to the contract shall be referred to the arbitration in England of a person to be mutually agreed upon, or failing arrangement of some person appointed by the London Chamber of Commerce and Industry and the City Corporation in accordance with, and subject to the provisions of the Arbitration Act 1934 or any statutory modifications or re-enactment thereof.
11 / LOSS OR DAMAGE IN TRANSIT
Where the price includes delivery other than at our works we will repair or at our option replace free of charge within a reasonable time all goods lost or damaged in transit, provided we are given written notice of such loss or damage within such time as will enable us to comply with the carriers conditions of carriage or where delivery is made by our own transport within seven days (exclusive of Public Holidays) after receipt of the Advice Note. If so requested by you prior to the despatch of the goods we will notify you of the name and address of the carrier (if any) and any time limit laid down by such carriers conditions of carriage.
12 / GOVERNING LAW
The contract shall be governed by English Law.
NOTE: The Company’s prices are calculated on the basis that the above Conditions will apply. Customers requiring prices to be quoted on a different basis should inform the Company. Information regarding any of our components that bears reference to the Health and Safety at Work Act 1974 will be available upon request. Drawings are property of Boneham & Turner Ltd and should not be replicated.
