Terms & Conditions
Sales Terms & Conditions
- ‘Seller’ shall mean Bedestone Ltd, Boulton House, 41 Icknield Street, Hockley, Birmingham B18 5AY
- ‘Buyer’ shall mean the person, firm, company or other corporation named overleaf.
- ‘Goods’ shall mean all or any of the goods or materials, which from time to time the seller contracts to supply.
- ‘Services’ shall mean any or all of the services, which from time to time the seller contracts to supply.
Basis of contract
- These conditions shall apply to all contracts, whether written, oral or implied for the supply of goods or services.
- Any conditions of purchase or other terms provided by the buyer shall be of no effect whatsoever nor shall any variation or alteration to these conditions be of any effect unless specifically negotiated and made in writing and signed by or on behalf of the seller by a duly authorized signatory of the seller.
- No binding contract shall be created by the placing of an order unless and until the sellers written acknowledgement of the order shall have been posted or delivered, which acknowledgement will be deemed to repeat these conditions or, alternatively in the event that no such acknowledgement is sent, at the time of acceptance of any order for the goods or services by the seller a binding contract will be created subject to these conditions.
Any quotation in whatever form provided by the seller is given subject to these conditions as an invitation to treat and does not constitute an offer to sell. The validity of such quotation shall expire 120 days after the date of issue.
- Subject to anything to the contrary contained in any quotation issued by the seller, prices for the goods or the services are unless otherwise stated exclusive of value added tax and any other similar tax, carriage, handling, packaging and any insurance charges.
- The buyer shall have no right to offset whether statutory or otherwise.
- The seller reserves the right, by giving notice to the buyer at any time before delivery, to increase the price of the goods or services to reflect any increase in the cost of the seller which is due to any factor beyond the seller’s control.
- Unless otherwise expressly stated in writing by the seller, all prices payable must be settled in pounds sterling but if the seller agrees to accept foreign currency and does not specify an exchange rate the exchange rate will be that of The Bank Of England at the close of business on the day preceding the day on which the seller accepts the buyer’s order.
Designs and drawings
- Where the seller prepares designs or drawings at the request of the buyer the buyer shall approve such designs and drawings in writing and until such approval has been received by the seller, the seller shall be under no liability to the buyer and any time for delivery shall not be run.
- If the goods are manufactured or any process is to be applied to the goods by the seller in accordance with a specification or requirement submitted by the buyer and agreed by the seller the buyer shall indemnify the seller in respect of any claim against the seller directly attributable to or caused by any such specification or requirement.
- The buyer warrants that ay instructions, plans or designs furnished or given by it shall not be such as will cause the seller to infringe ant letters patent, copyright, registered design, right of Confidence or trade mark in execution of the buyer’s order and agrees to indemnify the seller against all claims, costs or other expenses incurred by the seller thereof.
Variation and cancellation
The seller shall be under no obligation whatsoever to accept any variation or cancellation of an order once accepted. However, the seller at its complete discretion agrees to accept any such variation or cancellation it may levy such charges as it, in absolute discretion, sees fit.
Payment and Default by buyer
- The seller reserves the right at any time at its discretion to demand security for payment before commencing and/or continuing with the contract or delivering goods or goods upon which services have been rendered.
- Subject to clauses 8.3 and 8.4 and unless otherwise agreed in writing by the seller the buyer shall pay the seller in full for the goods or service.
- In the event that the buyer fails to make payment by the due date or otherwise commits a breach of these conditions, the seller may in its absolute discretion and without prejudice to any other rights which it may have: -
- Suspend all future deliveries and supplies to the buyer under the contract in question or under any other contracts and/or terminate all or any part of such contract(s) without liability upon its part;
- Require payment in advance for any future deliverie.
- In the case of non-payment on or before the due date or ondemand (as mentioned in paragraph below)
- without prejudice to ant other rights the seller may have by virtue of paragraph 8.3(c ) the seller may demand immediate payment of all sums whether or not due in the event that: -
- The buyer makes a voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction): or
- an encumbrancer takes possession of, or a receiver is appointed over, any of the properties or assets of the buyer; or
- the buyer ceases, or threatens to cease, to carry on business; or
- 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
Delivery and collection
- Subject to the provision of paragraph 10 the seller may arrange delivery to the buyer’s premises at the buyer’s request. In all other circumstance collection or delivery of goods or goods upon which services have been rendered will be made at the seller’s premises at any time after the seller has notified the buyer that the goods or goods which services have been rendered are ready for collection.
- when delivery or collection takes place at the buyers premises it will be the buyer’s responsibility to ensure delivery or collection can take place at the time and place specified or otherwise agreed. The buyer shall indemnify the seller against any loss or expense incurred as a result of a breach of these obligations. Without prejudice to the foregoing, if the seller or its agents or employees agreeto assist in the loading or unloading as the case may be then the seller will not be liable for any loss or damage howsoever arising through any act, omission or negligence of any of its agents or employees.
- Although given in good faith delivery times for the supply of the goods or services by the seller in its quotation or otherwise are intended as estimates only and are not therefore to be traded as being of the essence of the contract or binding on the seller. The seller will not be liable to the buyer for any loss or damage (direct or indirect) occasioned by the sellers failure (whether as a result of negligence or otherwise) to deliver the goods upon which the services have been rendered by the date or within the time stated and in no case shall delay be a ground for rejecting the sa9.4 The right to deliver the goods or the goods upon which the services have been rendered in part is expressly reserved by the seller and the condition shall apply to any such part or parts mutatis mutandis.
- In the event that the buyer is responsible for collecting the goods or the goods upon which the services have been rendered and such collection does not occur within seven days of the buyer having been informed that such goods are ready for the collection the seller may charge the buyer for storage of any such goods until collection occurs in addition to the price for the goods or servi
The liability for goods or the goods upon which the services have been rendered shall pass to the buyer: -
- in the case of delivery at the seller’s premises, at the time when the seller notifies the customer that the goods or the goods which the services have been rendered are available for collection; or
- in the case of delivery otherwise than at the sellers premises at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods or the goods upon which the services have been rendered, at the time when the seller has tendered their delivery.
Title to Goods
The property in the goods shall remain in the seller and the buyer shall hold the goods as Fiduciary agent and bailee for the seller until such time as the price of all goods and/or services supplied at any time by the seller together with all other sums owing to the seller on any account whatsoever at the date of this contract have been paid in full.
Exclusion of Liabilit
- The seller shall be underno liability in respect of any defect in the goods or services arising from any drawing, design or specifications supplied by the buyer.
- [Except where the goods or services are sold to a person dealing as a consumer (within the meaning of the unfair contract terms act 1977)] all warranties, condition or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law.
- Any claim by the buyer which is based on any defect in the quality or condition of the goods or services or their failure to correspond with specification shall be notified to the seller within such time as the buyer reasonably require to examine the goods or the goods upon which services hae been rendered which for the purpose of these conditions shall be no more than 14 days from the date of delivery. If no such notification is received, the buyer will not be entitled to reject the goods or services and must pay their price.
- Where any valid claim in respect of any of the goods or services is notified to the seller in accordance with these conditions, the seller shall be entitled to repair or replace the goods (or the part in question) free of charge or, as it is sole discretion, refund to the buyer the price of the goods or services (or a proportionate part of the price) limit of liability £500.
- Except in respect of death or person injury caused by the seller’s negligence, the services shall not be liable for any claim made against the buyer by any third party nor under the contract or otherwise for any consequential loss or damage.
Without prejudice to the generality of any of the aforegoing conditions, the seller shall not be liable for any loss or damage caused by the non-performance or delay in the performance of any of its obligations hereunder if the same is occasioned by any cause whatsoever which is beyond the seller’s control. Should any such event occur the seller may cancel or suspend this contract without incurring any liability for any loss or damage thereby occasioned.
- 14.1 Subject to any special terms agreed in writing between the seller and the buyer, the provisions of this clause 14 shall apply not withstanding any other provisions in these conditions.
- Where the goods are supplied for export from the United Kingdom the buyer shallesponsible for: -
- complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon;
- by arranging for testing and inspection of the goods at the seller’s premises before shipment. The seller shall have no liability for any claim in respect of any defect in the goods, which would be apparent on inspection and which claim is made after delivery.
- unless otherwise agreed in writing between the buyer and the seller the goods shall be delivered in accordance with shipping agreements determined by the seller and notified to the buyer.
- unless otherwise agreed in writing between the buyer and the seller payment of all amounts due to the seller shall be made either: -
- by irrevocable of credit opened by the buyer in favour of the seller and confirmed by a bank notified to the seller and which the seller has confirmed is acceptable; or
- if the seller has confirmed in writing on or before acceptance of the buyers order that the foregoing requirements will be waived, by acceptance by the buyer and delivery to the seller of a bill of exchange drawn on the buyer payable thirty days after sight to the order of the seller or as otherwise specified in the bill of exchange.
- 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 as 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 the party giving notice.
- No waiver by the seller of any breach of contract by the buyer shall be considered as waiver of any subsequent breach of the same or any other provisi5.3 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 are the remainder of the provision shall not be affected.
Any dispute arising under or in connection with these conditions or the sale of the goods or servihall be referred to arbitration by a single arbitrator appointed by agreement or (if not agreed within 14 days) by the president for the time being of the institute of mechanical engineers whose decision
(including as to costs) shall be finding and binding upon both parties.
- The construction, validity and performance of the contract shall be governed by and interpreted in accordance with English law. The parties hereto agree to submit themselves to the non-exclusive jurisdiction of the English courts for the purposes of these terms and conditions.
Conditions of Purchase
For the purpose of these Conditions of Purchase “Buyer” shall be BEDESTONE LIMITED “Seller” shall be any Person, Firm, Company or Corporation with whom the Purchase Order is placed or the Contract is made. “Goods” shall be all or any part of the materials or Services purchased by the Buyer from the Seller under the Contract. “Contract” shall include not only any individual order for Goods but also any long-term contractual agreement relating to the purchase of Products. Any Contract shall be personal between the Seller and the Buyer and may not be assigned by either party without the other party’s written consent.
These Conditions of Purchase comprise the exclusive basis on which the Buyer purchases Goods and in any resulting Contract these Conditions of Purchase shall take precedence over the Seller’s Conditions of Sale. No variation of, addition to, or deletion from these Conditions of Purchase shall be effective unless in writing and signed for and on behalf of the Buyer. Where an order for Goods is to be delivered in instalments, each instalment shall constitute a separate Contract. Any relaxation or concession that may be granted by the Buyer shall not invalidate impair or compromise these Conditions of Purchase in whole or in part and shall in no way affect or prejudice the Buyer’s rights hereunder.
Under this warranty Goods must be provided to replace any Goods proven to be defective when applied in accordance with Seller’s written Instructions in applications recommended by Seller as suitable for the Goods. Warranty duration is to be 12 months. All consequential loss suffered by the Buyer due to defective goods is to be the responsibility of the supplier.
The Seller shall furnish all necessary technical advice regards the use of the goods.
Seller shall indemnify Buyer against all actions, claims or demands by any third party whether arising in contract or in tort or otherwise and whether arising directly or indirectly in connection with the use, functioning or state of the goods.
Claims and Acceptances
Buyer shall inspect the goods on Delivery and shall, if requested, sign a receipt. As soon as practicable the Buyer shall give notice to the carrier and the Seller as appropriate of any missing goods or any outward signs of damage to, or other non-conformity of, the goods with the contract together with details of the date and time of delivery and Invoice Number.
Goods ordered shall be charged at the price stated on the face of the Order.
Prices will be subject, where applicable, to VAT. Excise Duty and any other UK Government Tax or Duty (herein collectively referred to as “Taxes”).
Except where otherwise agreed in writing the Price will normally include Delivery.
Customer Property (Free Issue items & materials )
All data tools patterns, material and other equipment (“Free Issue items & materials”) loaned by the Buyer to the Supplier for use in connection with the order shall be and will remain at all times the property of the Buyer and be surrended to the Buyer upon demand in good and serviceable condition (fair wear and tear excepted) and are to be used by the supplier solely for the purpose of completing the Order. Such supplies shall be at the risk of the supplier and insured at the Suppliers own expense. The Buyer does not warrant the adequacy of any Customer Property furnished by them. The Buyer shall accept no liability for any Customer Property received by the supplier, from the Buyer in a damaged state, under or in connection with the order unless such damage is notified in writing to the Buyer within five days of the receipt by the supplier of such Customer Property. All scrap arising from Customer Property shall remain the property of the Buyer and must be disposed of by the supplier in accordance with the Instructions of the Buyer and all proceeds of Sales of such scrap must be credited by the Supplier to the Buyer.
Unless otherwise agreed payment is strictly end of month following month of Delivery/Invoice whichever is later.
Seller shall deliver goods in maintained Great Britain to the Buyer at the address as Instructed on the Purchase Order, Special Methods of Delivery requested by the Buyer shall be paid for by the Seller at cost unless otherwise agreed in writing.
If Seller fails to fulfil any of the conditions stated in Buyer Purchase Order Buyer is as liberty to cancel the Contract at no cost to the Buyer.
Such cancellation to be in writing without prejudice to Buyers right to recover any loss or damage sustained and furthermore Buyer shall have a lien on all or any of Seller Goods and Material until settlement of such claim.
Termination and Delay
Buyer may by written notice of termination to Supplier terminate the order in whole or part. After receipt of such notice, and except as otherwise directed by the Buyer, the Supplier shall stop work under the order on that date and to the extent specified. The Buyers liability will be restricted to all costs incurred up until the date of the notice.
Buyer reserves the right, with reasonable notice, to amend at any time, by written notice to the Supplier the date of delivery requested by the Buyer, without liability to the Buyer.
In the event of the goods being despatched ahead of schedule or not complying with the Purchase Order the goods will be returned at the Sellers expense.
All tools, dies, moulds, patterns, drawings, jigs and any other special equipment (herein referred to as “tools”) prepared specially for a contract shall be made available to the Buyer on request. In the event of Seller being unable to fulfil the remaining part of, or any future, Contract at no extra cost.
Risk and Ownership
The risk in the Goods shall pass to the Buyer at the point of Delivery.
The ownership of the goods shall also pass to Buyer at the point of Delivery.
Health and Safety
Buyer shall receive from Seller any technical literature relating to the Goods, which contains information on toxicological and/or fire and/or handling hazards.
Buyer shall not be liable for any failure to perform obligations in whole or in part if failure is due to Act of God, War, Government Regulations, Strike, Labour Dispute, civil commotion, Illness, Flood, Fire, Tempest or any other cause beyond the reasonable control of the Buyer.
Any Contract to which these Conditions of Purchase apply shall be construed and take effect in accordance with English Law.