1. In these conditions "the company" is B.D.L.C (UK) Ltd. "The customer" is the person or Company who purchases, agrees to purchase or order goods from the Company and "the goods" are the items that the company sells, agrees to sell or agrees to supply to the customer.
2.1 All quotations and tenders are given and contracts are made by the Company subject to and only upon these terms and conditions and unless previously agreed in writing by an authorised officer of the Company no verbal written or other addition hereto or variation hereof shall be effective, and these terms and conditions supersede and shall prevail over and exclude any other terms and conditions appearing elsewhere including any terms or conditions of the customer and any course of dealing established between the company and the customer.
2.2 Tenders and quotations maybe withdrawn or varied by the Company at any time and unless otherwise specified shall be deemed to be withdrawn automatically and the expiry of 5 days from their date of issue. No binding contract will any case arise until the customer's order is accepted in writing by the company.
3. Warranty the company shall not be liable in respect of any defect or deficiency in any goods delivered hereunder unless the company is notified of such defect or deficiency giving rise to such claim within 24 hours of delivery of the goods to the buyer. The liability of the company under this contract shall be limited to the repair or replacement of such goods or goods supplied by the company or its agents and show to the satisfactions of the company to be defective as a result of inadequate materials, defective construction or improper production of the company will not be responsible for any damage or loss whatsoever, whether direct or indirect nor for labour, transportation, or any other charges incurred in the replacement or the repair of the said defective part or parts. This warranty shall not apply to any goods that have not been paid for in full to the company or which have been subject to an accident, negligence, alteration, abuse, or misuse, nor to those goods which suffer injury arising from normal fair wear and tear, inadequate maintenance, incorrect application or of failure to follow the directs for use. The company makes no warranty whatsoever in respect of accessories or parts not supplied by the company.
4.1 The company shall take reasonable steps to execute the contract within any quoted period but such time is not guaranteed, nor deemed to be of the essence of the contract.
The estimated time for dispatch or delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any case beyond the reasonable control of the company. If a shorter delivery period is agreed then any quoted period an additional charge may be made reflecting any overtime or additional costs involved.
4.2 If work is suspended at the request of or delayed through default of the customer the company shall be entitled to payment for work already carried out materials specially ordered and other additional costs including storage.
5. Loss or damage in transit
5.1 If the goods have not been received within 24 hours of the delivery date notified to the customer by the company or if they have been received but appear to be damaged condition or if there are shortages. Then the customer shall immediately give notice to the company of the relevant facts. If such notice is not so given the company shall not be liable to the customer in respect of any loss or damage suffered by reason of none delivery, short delivery or damage which is apparent upon inspection and the customer shall not accept liability as if all the goods had been received and shall not claim against the company in respect of none delivery or damage in transit. The company shall not in any case be liable for any loss to the customer arising from delay in transit not caused by the company.
5.2 In the case of goods delivered to the order of the customer, the customer shall remain responsible for complying with the prevision of this clause.
5.3 If the contract provides for delivery by instalments, delay in delivery or none delivery of any instalment shall not entitle the customer to treat the contract as at an end or to reject any other instalments.
6. Delivery risk and passing of property/retention
6.1 Goods shall be at the customers risk from the moment of delivery, whether or not the property in the goods has been passed or payment or part payment made therefore, and thereafter the customer shall be responsible for insuring the goods.
6.2 Title to and ownership in the goods shall only transfer to the customer after full cleared payments of the applicable invoice, and any applicable interest consequently, before such full payments B.D.L.C (UK) Ltd remains owner of the product ("Retention of Title").
6.3 Where the goods remain with the company after delivery of goods (or upon the creation of other items) the customer shall be entitled to sell goods (or such other items) in the ordinary course of business. (And for such purpose property in the goods or such other items shall pass to the customer immediately, prior to any such sale) provided that all sums due to or received by the customer in respect of any such sale shall be held by the customer in a fiduciary capacity for the company unless and until the full amount payable hereunder has been paid to the company.
6.4 In the event of the customer becoming insolvent the right to resell the goods shall be suspended and the company by its servants or agents may enter upon the premises of the customer to recover any goods as yet unsold by the customer.
7.1 The contract price excludes VAT or any other tax or duty payable, the amount of such taxes or duties shall be added to the contract price and shall be payable by the customer in the same manner as the contract price.
7.2 The company shall be entitled to adjust the contract price by such amount as it thinks fit at any time before delivery of the relevant goods in the event of any increase in the cost to the company in supplying any goods whether such increase shall result from higher costs of raw materials, labour, transport or overhead expenses or any other cause whatsoever.
7.3 Unless otherwise agreed in writing between the company and the customer the contract price is based on the assumption that the goods will be supplied in one batch and to the customers address as set out in any estimate and accordingly the company may, at its discretion at any time increase the contract price to take account of any additional costs to the company (including but not limited to storage and delivery costs) by reason of the supply of goods in more than one batch or to a different address.
7.4 Without prejudice to any other remedy which the company may have in the event of a customer cancelling the contract the company shall be entitled to charge the customer for all expenses incurred by the company in respect of such contract to the date of cancellation and any loss of profit arising by reason of the cancellation of such contract.
8.1 Full payment of the price is due by the 10th of the following month of Invoice of B.D.L.C (UK) Ltd unless otherwise agreed in writing by B.D.L.C (UK) Ltd. Amount not timely paid by the customer shall bear interest as provided for by law. Notwithstanding any other legal action B.D.L.C (UK) Ltd , may undertake against the customer.
8.2 If the customer does not comply with the terms of payment described above in more than two instances or if circumstances become known to B.D.L.C (UK) Ltd that in its reasonable judgment diminish the customer credit worthiness B.D.L.C (UK) Ltd may with respect to any purchase, order, not yet preformed without prejudice to any statutory rights, (a) request advance payment, or (b) request adequate security. If after a reasonable amount of time the customer has not complied with (a) or (b) B.D.L.C (UK) Ltd may refuse delivery under the purchase order or claim damages for none performance.
8.3 If payment of any sum payable to the company is not made on or before the due date the company shall be entitled to charge interest thereafter on such sum at the rate of 4% above current base rate of Lloyds Bank Plc such interest being deemed to be accrue from day to day and being compounded on the last day of each calendar month.
8.4 The contract price shall be payable by the customer notwithstanding any adjustments or corrections of defects which may be required to the goods.
9. Insolvency or default
9.1 If the customer shall make default in or commit any breach of any of its obligations to the company (including but not limited to any failure to make payment on the due date of the contract price or of any interim payment or other sums payable by the customer to the company) or if any distress or execution shall be levied upon the customer or if the customer shall offer to make any arrangements with creditors or commit any act of bankruptcy or if any petitions in bankruptcy shall be presented against it or if the customer is a limited company any resolution or petition or wind up the customer (other than for the purpose of amalgamation or reconstruction which becomes defective) shall be passed or presented or if a receiver shall be appointed over the whole or any part of the assets of the customer then all sums outstanding in respect of any goods supplied under any contracts made from time to time the customer (or any subsidiary parent or associated company of the customers) the company shall be immediately payable to the company and the company shall have the right by notice in writing given to the customer to suspend forthwith the delivery or supply of any further goods and to determine any unexecuted contract with the customer, without prejudice to any other remedy which the company may have,
10.1 All expressed or implied warranties or conditions statutory or otherwise as to the quality of fitness of any particular purpose of the goods except to the extent that this provision is held to be unenforceable under or by virtue of any provision contained in the sale of goods act 1979 or the unfair contract terms act. 1977, or the supply of goods service act. 1982, or any statutory modification or re-enactment thereof of the time being enforced, and hereby expressly excluded.
10.2 The company shall not be liable in any circumstances whosoever, whether in contract, tort or otherwise, for loss of anticipated profit or revenue or contracts for any other indirect or consequentially loss of damage arising from any cause whatsoever.
10.3 The company shall not be liable for failing to perform the contract whether wholly or impart if the failure is caused either wholly or impart by an circumstances outsides the companies control.
10.4 All goods supplied but not manufactured by the company are sold subject to the conditions of sale of the manufacturer thereof and the sole liability of the company in respect thereof shall be given to the customer such benefit s as the company shall receive under any contract which the company has with such manufacturer. In the event of any failure by such manufacturer for whatever reason to meet such liability which may arise by reason of any defect in such goods, the company shall be under no liability to the customer in respect of such defect.
10.5 If the customer wishes to relay any representations made by or on behalf of the company but not expressly embodied in any tender, quotation or contract to which these conditions apply. The customer shall give the company written notice of such reliance before the company incurs any obligation consequence upon such representation and shall not otherwise be entitled to rely upon such representations.
10.6 All property supplied to the company by or on behalf of the customer shall while it is in the possession of the company or in transit to or from the customer be deemed to be at the customer risk unless otherwise agreed in writing and the customer should ensure accordingly.
10.7 The customer shall indemnify the company in respect of any claims, cost and expenses arising from the printing or other treatment by the company of any libellous matter or any infringement of copyright, patent, design or other intellectual property rights attaching to any material printed by the company.
11.1 Unless otherwise specifically agreed, goods shall not be required to comply with any direction, regulation or provision of any foreign law or governmental authority.
11.2 Unless otherwise specifically agreed, the company shall be entitled to a fixed to or print on any goods legends bearing the companies name and/or trade or other marks.
11.3 No forbearance or indulgence shown or granted by the company to the customer whether in respect of these conditions or otherwise shall in anyway affect or prejudice the rights of the company against a customer or be regarded as a waiver of any of these conditions.
11.4 Any notice required or authorised to be given hereunder may be given either personally or by facsimile or by post addressed, to such other party as its last known address or at any other address furnished to the other by written notice. Notice so given by letter shall be deemed to have been served 48 hours after the same has been posted and proof that the envelope containing the notice was properly addressed and sent by pre-paid post shall be significant evidence of service. Notice so given by facsimile shall be deemed to have been served 24 hours after it shall have been despatched.
11.5 Manufacturers part numbers are used for reference purpose only.
12. Proper Law
12.1 The contract shall be governed by the construed in all respects in accordance with English Law and the customer hereby submits for all purposes of and in connection with this contract to the non-exclusive jurisdiction of English Courts.
12.2 All goods are sold subject to B.D.L.C (UK) Ltd Standard Terms & Condition of Sale which include RETENTION OF TITLE CLAUSE