Terms and Conditions of Sale (v1.1)
- In these Conditions the expression 'the Seller' means Bassaire Limited. 'Buyer' means the person(s) to whom goods are sold or supplied by the Seller. Headings are included for reference only and do not affect the construction of these Conditions of Sale.
- Unless otherwise expressly agreed in writing by the Seller these Conditions of Sale override any terms or conditions stimulated, incorporated or referred to by the Buyer in his order or negotiations. These Conditions of Sale embody the entire understanding of the Seller and Buyer and supersede any prior promises, representations, understandings or implications. No variation of these Conditions of Sale shall be effective against the Seller unless expressly agreed in writing and signed by a duly authorised employee of the Seller on its behalf.
- A quotation is available for acceptance by the Buyer within a period of 30 days from its date otherwise stated. Notwithstanding acceptance of a quotation no contract shall arise until the Seller has issued a written acknowledgement of the Buyer's order.
- The Seller reserves its copyright in all drawings and plans supplied in furtherance of or as part of any Quotation, and any unauthorised use or reproduction without the consent of the Seller is prohibited.
VARIATION OF PRICE
- Quotations are given on the basis of particulars supplied to the Seller by the Buyer. Should additional work or materials be entailed, which were not apparent from the particulars supplied, they will be charged in addition.
- The Seller reserves the right to vary the quoted price:
- To take account of changes in wages, material, production or other costs.
- To add Value Added Tax or any similar levy or duty which shall be payable by the Buyer.
- The Seller also reserves the right to make an additional charge, for any extras ordered and not specified in the Seller's written acknowledgment of the Buyer's order and also for the expenses of all inspections, tests, alterations or additions or other work undertaken at the Buyer's request.
- Unless otherwise expressly mentioned, quotations are based on work being carried out during normal working hours. If overtime costs are incurred at the Buyer's request the Seller reserves the right to make an additional charge in respect of such costs.
- Commissioning and installation are not included in the price of the goods. If by written agreement with the Buyer commissioning and installation are to be included they will be charged as separate items and these Conditions of Sale will apply to such commissioning and installation.
PAYMENT AND TITLE
- In the event that payment of the full price for such goods is not made to the Seller by the due date stipulated on the invoice the Buyer shall be liable, under the Late Payment of Commercial Debt Regulations 2002, to pay interest on the amount unpaid at a rate of 8 per cent above the reference rate of The Bank of England base rate at 31 December will be the 'reference rate' from 1 January to 30 June of the following year. The Bank of England rate at 30 June will be the 'reference rate' from 1 July to 31 December. The Buyer will also be liable to pay Compensation under the Late Payment of Commercial Debt Regulation 2003. This will be a fixed amount based on the debt value, as follows:
- Debt up to £999.99 equal to £40 Compensation
- Debt up to £1000 to £9,999.99 equal to £70 Compensation
- Debt up to £10,000 and over equal to £100 Compensation
- Notwithstanding delivery, title to the goods shall not pass to the Buyer until all sums due or owing on any account whatsoever by the Buyer to the Seller have been paid in full or the goods cease to be identifiable as the Seller's property by reason only of their conversion by the Buyer into other products.
- Until such time the Buyer shall hold the goods as bailee of and in fiduciary capacity for the Seller and shall:
- Keep the goods marked or stored separately from other goods so as to be identifiable as the property of the Seller
- Deliver the goods to the seller on demand; and
- Permit the Seller or its agent to enter upon the Buyer's premises in order to retake possession of the goods.
- The Buyer shall be entitled in the ordinary course of its business to sell any goods that remain the property of the Seller on condition that:
- Such goods be sold on commercially reasonable terms;
- To the extent of any sums due or owing by the Buyer to the Seller the proceeds of any such sale are held by the Buyer on trust for the Seller and paid over to the Seller on demand; and
- The Buyer indemnifies the Seller in Full against any liability to third parties arising upon, after or out of such sale.
- Should default be made by the Buyer in paying in full any sum due under any order as and when it becomes due in accordance with the terms quoted in the Seller's invoice the Seller shall have the right by notice in writing within fourteen days from the date when payment became due either to suspend all further deliveries until the default be made good or to rescind any or all the contracts between the Buyer and Seller and to recover damages from the Buyer for any resulting loss. The Buyer shall have no right to withhold any such payments by reason of any set off or counterclaim in respect of any sums due from the Seller to the Buyer or any claim by the Buyer against the Seller for damages for whatever cause or on whatever ground.
- Cancellation of any order for whatever cause can be made only with the Seller's consent and only upon payment of all costs incurred by the Seller.
DELIVERY AND PASSING OF RISK
- In no case is delivery on or by a fixed date a term of the contract. Failure to deliver by the quoted or specified time shall not be a ground for cancellation or refusal to take delivery or entitle the Buyer to any claim by reason of such failure.
- In the case of UK sales delivery shall be deemed to take place when the goods leave the Seller's works save that where the Seller has agreed to arrange carriage of the goods to the Buyer, delivery shall be deemed to take place when the goods have been delivered to the Buyer's address as set out in the Seller's written acknowledgement of the Buyer's Order (or such other address as shall have been agreed to in writing by a director of the Seller).
- In the case of export sales delivery shall be deemed to take place when the goods have been delivered FOB UK Port (or such other address as shall have been agreed to in writing by a director of the Seller).
- The risk in the goods shall pass to the Buyer on delivery and the Buyer should arrange insurance accordingly.
- The Buyer shall have no right to reject the goods on the grounds of variation from the quantity ordered where such variation is plus or minus 10% of the quantity ordered.
- If the Seller is unable to deliver finished goods or to proceed with its work due to any delay on the part of the Buyer in providing instructions or otherwise the Seller reserves the right to invoice the Buyer in respect of all costs incurred by it.
- All prices, illustrations, drawings, technical data and other information issued by the Seller or contained in its catalogues, price list, advertising materials or other publications must be regarded as approximate guides only and any weights, measurements, capacities, properties, colour and other particulars of goods, processes, equipment or materials are offered by the Seller in good faith as being approximately correct but no responsibility can be accepted for their accuracy except where otherwise specifically agreed in writing by the Seller Errors and omissions in such publications are subject to correction.
DAMAGE, SHORTAGE OR LOSS
- Where the Seller has agreed to arrange carriage of any goods to the Buyer claims for non-delivery must be made in writing to the Seller within 14 days of the date of delivery requested by the Buyer.
- Goods must be examined by the Buyer on delivery and:-
- Any discrepancy between the quantity or type of goods specified on the Seller's delivery note and the quantity or type of goods delivered to the Buyer; and/or
- Any defect or damage apparent upon examination must be notified in writing to the Seller within 3 days of delivery and (where the Seller has agreed to arrange carriage of the goods) must be notified to the carrier on delivery.
- In the event that the Seller is satisfied that the goods or any part thereof are defective or damaged as alleged the Seller will at its cost and option replace the defective or damaged goods or make a refund of the price thereof.
GUARANTEE AND LIMITATION OF SELLER'S LIABILITY
- The Seller undertakes to replace free of charge or in its sole discretion to modify or repair any goods found after normal use or service to be defective or not to conform in a material respect with any contractual description expressly applied to them or at its option to credit the Buyer with the price of such items provided that:
- Written particulars of any defects or other complaints are given to the Seller as soon as reasonably practicable after discovery of the matter complained of and in any event not later than 12 months after delivery to the Buyer of the relevant goods;
- The goods complained of have been appropriately stored and properly handled, maintained and used since delivery been subject to any alteration or modification;
- The Seller or its nominated agents are afforded such opportunities and facilities as they reasonably require for examination of the goods
- Such examination in the opinion of the Seller or the agents nominated by the Seller to conduct it, discloses that the goods are defective or otherwise fail to accord to the contract in material respect
- The goods are safely and appropriately packed by the Buyer and held available for collection by or on behalf of the Seller; and
- These Conditions of Sale apply to any goods modified, repaired or replaced.
- The aforesaid guarantee replaces and is accepted by the Buyer in lieu of any other condition, warranty, statement, term or representation as to qualify, fitness, description, capability or performance of the goods whether expressed or implied by statute, common law, custom, the dealings of the Seller or Buyer, the circumstances of this contract or otherwise howsoever. All such conditions, warranties, statements, terms and representations are hereby excluded. (Goods supplied but not manufactured by the Seller are subject to makers guarantee only.)
- In no circumstances whatever shall the Seller be liable for any consequential loss suffered by the Buyer whether caused by the Seller's negligence, misrepresentation, breach of contract, warranty, the aforesaid guarantee or howsoever; and in these Conditions of Sale the term 'consequential loss' is agreed to include but not be limited to:
- Any loss of profit, revenue or income;
- Any liability under any claim brought or intimated by a third party; and
- Any expenditure directly or indirectly caused by, related to or arising out of any defects or other failures in goods supplied by the Seller.
- Without prejudice to the aforesaid, in no circumstances whatever shall the Seller's liability or the amount of indemnity, damages or compensation payable by the Seller on any claim or claims whatsoever concerning or relating, directly or indirectly, to the goods supplied by the Seller and including but not limited to aforesaid guarantee, exceed in total the Seller's invoice price of the goods complained of, excluding VAT.
- Nothing in these Conditions of Sale and in particular in Clauses 17 to 19 hereof shall be taken as excluding or restricting or as attempting to exclude or restrict the Seller's liability for death or personal injury resulting from negligence as defined in the Unfair Contract Terms Act 1977.
- The Buyer acknowledges that:
- Only by reference to and by reason of the aforesaid limitations is the Seller able or willing to offer goods at the prices quoted:
- It is the responsibility of the Buyer to insure against any liability or risk not accepted by the Seller under these Conditions of Sale
- The Buyer shall indemnify the Seller against all liability for damages, penalties, costs and expenses to which the Seller may become liable in respect of:
- Any words, description, trademarks, devices, and other matter printed at the Buyer's request or specification on the Seller's goods;
- Any adverse effects upon goods packed, deposited or contained in the Seller's products.
- The Buyer's property in the Seller's possession must be insured by the Buyer and is at the buyer's risk.
- An order involving the use of Buyer's materials or work upon the Buyer's goods is subject to a warranty by the Buyer that the materials or goods are adequate in both quality and quantity and suitable for the purpose if that is not the case, the Seller may effect the best results it can, but cannot accept responsibility for imperfections and any additional costs involved will be charged to the Buyer.
- Buyer's materials and goods are only accepted upon the basis that in the event of their being damaged or destroyed the Seller shall not be held responsible for any consequential losses.
- Where a Buyer has been advised that a process invokes risks the Seller shall not be liable if any of the risks occur.
DEFAULT OR INSOLVENCY OF THE BUYER
- If the Buyer shall fail to take delivery of any goods when required or make default in or commit a breach of any of its obligations under the contract for the purchase of the goods or any other order or contract with the Seller or if any distress or execution or other legal process shall be levied upon any of the Buyer's property goods or assets or if the Buyer shall commit any act of bankruptcy or, if, being a limited company, the Buyer shall go into liquidation or suffer the appointment of a receiver of its undertaking property or assets or any part thereof, the Seller may at any time thereafter be entitled to determine this Contact and without prejudice to its other rights the Seller shall be entitled to recover from the Buyer any loss on resale of the goods comprised in the contract.
- The Seller shall not be liable for any failure or refusal to perform the contract due or principally due to any circumstances beyond its control including but not limited to inability to secure labour, materials supplies or transport, scarcity of fuel, power or components, breakdowns in machinery, fire, storm, flood, Act of God, war, civil disturbance, strikes, lock-outs and industrial action in whatever forms.
- These Conditions of Sale and any questions, disputes or other matters relating to them or to any contract to them shall be governed by and determined in accordance with the Laws of England.