BROCOL ENGINEERS SUPPLIES LTD Terms & Conditions of Sale
In these Terms & Conditions: –
‘BUYER’ means the authorised person who accepts a quotation from the Seller.
‘SELLER’ means Brocol Engineers Supplies Ltd, 58 Hotchkiss Way, Binley Industrial Estate, Coventry CV3 2RL
‘GOODS’ refers to the goods or services which the seller is to supply in accordance with these Terms & Conditions.
‘CONDITIONS’ means the standard terms & conditions set out in this document.
‘CONTRACT’ means the contract for the supply of goods or services formed by the Company’s acceptance of a Buyers order.
(a) All goods sold by the Seller are subject to these Terms & Conditions unless otherwise agreed in writing by the Company Director and shall govern the contract to the exclusion of the Buyer’s terms. The acceptance of an order by the Seller is only on the basis that these Terms & Conditions of sale take precedence over the Buyers terms of purchase should a conflict arise. This term overrides any terms on the buyer’s order. A contract is not made between the seller and the buyer until the Seller has accepted the order in writing.
(b) Any typographical, clerical or other omission or error in any sales literature, quotation, acceptance offer, invoice or other documentation issued by the Seller shall be subject to correction without any liability on the part of the Seller.
( c ) The Buyer shall be responsible for ensuring the accuracy of any order, including any specifications/customisations and ensuring the Seller has any necessary information relating to the goods in enough time in order to enable the Seller to perform the Contract within its terms.
(d) The Buyer will indemnify the Seller against all damage costs and expenses incurred as a result of infringement or allegation of, patent, design and copy rights if goods supplied by us to Buyers design or specification infringe on those. The Buyer will give all possible help in meeting any infringement claim brought against the Seller.
(e) The Buyer is solely responsible for ensuring that the goods they order are fit for any particular purpose and no warranty or condition of fitness for purpose is given or implied in these Terms & Conditions.
(f) 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 the terms that the Buyer shall indemnify the Seller in full for any loss (including loss of profit) , costs (including that of labour and materials), damages, charges and expenses incurred by the Seller as a result of the cancellation.
(g)The Seller shall not be held liable to the Buyer or be deemed in breach of Contract for any delay or failure to perform any of the Sellers obligations in relation to the goods if the cause was beyond the Sellers control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Sellers control: Act of God, flood, fire, tempest, explosion, power failure, accident, war, threat of war, industrial action or trade disputes, statutory restrictions, regulations, prohibitions: difficulties in obtaining materials, labour, fuel, parts and machinery.
(h) When goods are ordered to Buyers customised patterns/specifications the Seller has the right to supply either 20% more or less than the exact quantity ordered. Any such excess or shortage will be charged for or deducted based upon price payable. Full box quantities are supplied from Supplier unopened and therefore the Seller has the right to supply with a margin of either plus or minus 5% (industry standard) at full agreed box quantity price.
(a) Goods supplied are warranted to be within normal limits of industrial quality standards and specifications at time of delivery. As the Seller is a merchant and goods are not manufactured by them goods are not guaranteed by the Seller but carry only a guarantee from their Supplier. The liability of the Seller shall not exceed replacement of any goods shown to be defective or wrongly supplied. The Seller shall not be liable under the above warranty in respect of any defect in the goods arising from any drawing, design, finish or specification supplied by the Buyer, any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Sellers instructions/advice , misuse or alteration or repair of the goods without the sellers approval.
(b) The Seller shall not be liable for any indirect, consequential or incidental loss or damage claim made by the Buyer, whether in contract or arising out of or in connection with any defect in the goods or any other act or omission in the performance of the contract or by the delay, short or non-delivery of the goods.
(a) The price will be the Sellers quoted price but is subject to alteration to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller ( such as increased cost of materials/goods, change in delivery dates, quantities or specifications of the goods requested by the Buyer) or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
(b) There will be a minimum invoice and line value which may be subject to variation from time to time.
(a) All delivery dates are given in good faith and every effort made to maintain them however, delivery dates are given without liability for delay, however such a delay may occur. Where delivery is made by Carrier, due to all UK Carriers standard terms and conditions requiring that undelivered consignments be notified within 2 weeks, any notification outside of this period will result in the consignment being declared lost. It is the Buyers responsibility to notify the Seller of any goods undelivered by the Couriers within 2 weeks from date of dispatch, failure to do so may result in the Buyer forfeiting their order without a refund.
(b) The Buyer must advise the Seller within 7 days of any delivery of goods damaged, incorrectly supplied or shortages not within industry standards (section 1(h))
(a) Any defect in quality or condition or specification of goods must be notified within 7 days of delivery (unless not apparent on immediate inspection of goods). 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 the Seller have no liability for defect or failure, and the Buyer shall be bound to pay the price for the goods delivered in accordance with the contract.
(b) Valid claims notified to the Seller in accordance with these Terms & Conditions ( see section 2 ) entitle the Seller to replace the goods (or part of goods in question) free of charge or at the Sellers discretion to refund the Buyer the price of the goods or a proportion of the price of the goods, but the Seller shall have no further liability to the Buyer.
( c ) The Seller will not refund carriage costs for goods purchased in error such as, wrong size, type or colour for their application, the Buyer will be liable for all carriage costs incurred, including the return of the goods to the Seller. This will not apply in the rare case of proven defective goods.
(d) Any goods that have been ordered or manufactured specially to Buyers customised design or specifications are unlikely to be accepted for credit.
(a) The Seller shall be entitled to invoice the Buyer for the price of the goods at any time after the Seller has notified the Buyer that the goods are ready for collection or delivery. The Buyer must pay for the goods at time of order or until bank and trade references have been obtained and a credit account opened with the Seller. Buyers with credit accounts shall ensure payment is received by the Sellers bank no later than the agreed credit terms from the date shown on their invoice.
(b) If the Buyer fails to make payment by the due date the Seller shall be entitled to cancel the contract or suspend further deliveries to the Buyer and charge the Buyer interest ( in accordance with Late Payment of Commercial Debts Regulations 2013) on the amount unpaid. The Seller shall be entitled to compensation in full for costs incurred in the collection of the Debt.
( c ) When goods are to be delivered in instalments, each instalment will be classed as a separate contract and payment will be due accordingly. Any error in any delivery instalment shall not entitle a Buyer to suspend, reduce or refuse payment in respect of that instalment.
(d) The Buyer shall not be entitled to withhold payment of any amount payable under these Terms and Conditions because of any claim the Buyer may have under these Terms.
Ownership of the goods or proceeds from the re-sale of the goods by the Buyer shall remain with the Seller until payment including any interest due is paid in full. Until such time as the property in the goods passes to the Buyer (and providing the goods have not been re-sold), the Seller shall be entitled at any time to request the Buyer deliver up the goods to the Seller or if the Buyer fails to do so, to enter any premises of the Buyer where they are stored and repossess the goods.
All drawings, designs, specifications and samples which we supply in connection with an order or quotation remain our property and therefore confidential. They may not be disclosed to any third party without written permission from the Seller. The Seller reserves the right to keep confidential the identity of any sub-contractor where deemed appropriate.
9. INSOLVENCY & BREACH OF CONTRACT
I(a) If a Buyer makes a Voluntary Arrangement with its creditors, becomes bankrupt, becomes subject to administration, goes into liquidation or a receiver is appointed or threatens to cease to carry on business, the Seller shall be entitled to cancel the contractor suspend deliveries under the contract without any liability to the Buyer. If the goods have been delivered but not paid for the price of the goods up to and including the date of termination shall become immediately due and payable.
10. Law – These Terms & Conditions shall be governed by the laws of England and the parties agree to submit to the jurisdiction of the English Courts.