In these conditions:
"Customer" shall mean the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.
"Goods" shall mean the goods which the Company is to supply in accordance with these Conditions and any goods supplied in substitution for or in replacement of or in addition to such goods.
"Company" shall mean BSMW Products Limited (registered in England, No. 1311791).
"Purchase Order" shall mean the method by which the Customer accepts the quotation from the Company to provide the Goods offered by the Company to the Customer.
These Terms and Conditions shall apply to all contracts for the supply of goods by the Company to the Customer. No variation or modification of these Terms and Conditions will be accepted or applicable unless accepted by a Director of the Company in writing. The Company's Terms and Conditions exclude any other Terms and Conditions which the Customer may seek to impose.
3. Quotation Validity
3.1 Quotations are valid for 30 days unless specified otherwise on the quotation.
3.2 The Company reserves the right to refuse the Customer's acceptance of quotation if the validity of the quotation has expired unless notice of acceptance is given in writing by the Company.
3.3 All quotations supplied by the Company are subject to written acceptance by the Company on receipt of the Customer's order.
3.4 Any order received from the Customer without a valid or written quotation will be subject to these Terms and Conditions.
4. Specification of Goods
All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product literature or other sales or marketing literature of the Company and no representation written or oral, correspondence or statement shall form part of the contract.
5. Price and Payment
5.1 The price for the supply of the Goods is as set out in the quotation(s) provided. No price retentions shall apply unless stated otherwise in the quotation.
5.2 The price is subject to VAT at the prevailing rate in force at the time of receipt of the Purchase Order.
6.1 The Purchase Order may not be cancelled by the Customer after receipt by the Company of a written order or acceptance of a valid quotation by the Customer without the Company's written consent.
6.2 The Customer shall indemnify the Company for all costs and expenses, including the costs of materials and all work in progress, occasioned by such cancellation.
6.3 No monies paid prior to notice of cancellation shall be refunded. In addition the Company shall be entitled to reasonable compensation for loss of profits and any direct losses incurred following cancellation.
7.1 The date of delivery specified by the Company is an estimate only. Time for delivery shall not be of the essence of the contract and the Company shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
7.2 All additional charges made by the carrier due to delay, redirection or refusal to accept Goods on the Customer's part for Goods ordered and delivered to premises specified at time of receipt of order shall be borne by the Customer.
7.3 All risk in the Goods shall pass to the Customer upon delivery. Delivery to carrier or to any person, firm or company on the Customers behalf shall constitute delivery to the Customer.
8. Inspection of Goods/Damages
8.1 The customer shall inspect and sign for all Goods on delivery.
8.2 Any Goods damaged in transit will be replaced free of charge provided the Company receives written notification within 24 hours of receipt of Goods. Unsatisfactory/damaged Goods should be signed for as such upon receipt. All packaging and contents should be retained for inspection.
8.3 The Company is not liable for damage to any Goods collected directly from the Company's premises by the Customer or employee of the Customer, carrier, firm or company on behalf of the Customer.
8.4 The Company will not accept responsibility for loss or damage if the delivery company is instructed to leave the goods unattended.
8.5 The company accepts no liability whatsoever (so far as may be permitted by law) in respect of third party claims or for consequential loss or damage of any kind; the Customer shall indemnify the Company against third party claims for any such loss howsoever arising from the supply of Goods unless such loss shall have been caused by faulty materials supplied by the Company and/or by its negligence.
The title of the Goods do not pass to the Customer until payment has been made in full for the Goods.
10.1 All Goods are manufactured to order to the Customer's specifications therefore the Company does not accept returns.
10.2 Delivery discrepancies will be considered by the Company if written notification of such is received by the Company within 24 hours or receipt of delivery.
11.1 All goods are covered by the Company's warranty against faulty workmanship and materials.
11.2 The Customer may contact the Company to arrange a replacement for faulty goods at any time within 6 months of receipt of Goods. Replacement Goods will not be despatched until either proof of purchase and proof of receipt and/or an indicative digital image of any defects is supplied by the Customer, or the original Goods have been received at the Company's premises and checked. The cost of returning Goods to the Company is the responsibility of the Customer, however on inspection the Company will refund the Customer's postage costs, providing that the Goods are found to be faulty. If the Goods are not faulty, the Company will return to the Customer, however the Customer will be required to cover the Company's reasonable postage costs.
11.3 The Company shall not be under any further liability howsoever arising and all conditions and warranties expressed or implied by or under statue custom or trade usage and hereby expressly excluded.
11.4 This warranty shall not apply if the defect is the result of failure to follow the Company's installation and application instructions, fair wear and tear, wilful damage, accident, negligence,, mishandling, inadequate storage, misuse or alteration or repair of the Goods by the Customer, its employees or agents or a third party or is a risk against which the Customer can insure.
12.1 In no event shall the Company be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any consequential loss of profit or indirect losses or damages whatsoever.
12.2 Nothing in these Terms and Conditions shall exclude or limit the Company's liability for death, personal injury or fraudulent misrepresentation resulting from the Company's negligence, or any other liability which the Company cannot limit or exclude by law.
Each party shall treat as confidential all information which is confidential to the other; both parties will keep confidential each other's business information to which they may have access as a result of this contract.
14. Force Majeure
Whilst every effort will be made by the Company to carry out the Purchase Order, its full performance is subject to variation or cancellation by the Company without notice consequent on Act of God, War, Strikes, Riots, Fire, Floods, Theft, Vandalism, or any other cause beyond the reasonable control of the Company without liability for loss or damage.
15.1 The Company may terminate this contract by giving seven days' notice to the Customer in writing in the following circumstances:
15.1.1 If the Customer becomes insolvent or enters into an administration or liquidation process (whether voluntary of compulsory) or otherwise ceases to trade in the normal course of its business.
15.1.2 If the Customers enters into administration or voluntary or compulsory liquidation, this contract will be deemed automatically terminate one day prior to the liquidation resolution or order.
15.1.3 If the Customer has a debt or debts which it appears unable to pay or to have no reasonable prospect of being able to pay within meaning of section 123 of the Insolvency Act 1986 or any statutory modification thereof.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under these Terms and Conditions without the prior written consent of the Company.
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party and if sent by email shall unless the contrary is proved and deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered 2 working days after date of posting.
18. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the jurisdiction of English Courts.