TERMS AND CONDITIONS
HEADINGS
1. Definitions
2. Basis Of The Sale
3. Orders And Specifications
4. Price Of The Goods / Services
5. Terms Of Payment
6. Delivery
7. Risks And Property
8. Liability
9. Insolvency Of Buyer
10. Standards
11. Retention Of Title
12. General
1. DEFINITIONS
1.1 In these Conditions:-
"Buyer" means the person who accepts a quotation of the Seller for the sale of the Goods and/or the provision of the Services or
whose order for the Goods and/or the provision of Services is accepted by the Seller.
"Conditions" means the standard terms and conditions of sale set out below and (unless the context otherwise requires) includes
any special terms and conditions agreed in writing between the Buyer and the Seller.
"Contract" means the contract for the purchase and sale of the Goods and/or the provision of the Services.
"Goods" means the goods (including any instalment of the goods or any parts of them) specified on the order form to
which these Conditions are annexed.
"Seller" means K.B. Reinforcements (Western) Limited (registered in England under number 1188903).
"Services" means the services in respect of fixing operations and/or bending to be carried out at the place to
which delivery is agreed to be made by the Seller in accordance with clause 6. 1. 2
"Writing" includes telex, cable, facsimile transmission, E-mail and comparable means of communication.
1.2 Any reference to these Conditions to any provision of a statute shall be construed as
a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their
interpretation.
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2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods and/or the Services in
accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller
subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such
quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the
authorised representative of the Buyer and the Seller.
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3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless
and until confirmed in Writing by the Seller's authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms
of any order (including any applicable specification and bending schedules) submitted by the Buyer and for giving the Seller any necessary information
relating to the Goods and/or services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity quality and description of and any specification for the Goods shall be
those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by
the Seller in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Seller against all loss damages costs and expenses
awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of
any patent copyright design trademark or other industrial or intellectual property rights of any other person which results from the Seller's use of
the Buyer's specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods
which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Seller's specification
which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled or varied by the Buyer
except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of
profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by the Seller as a result of such cancellation
or variation.
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4. PRICE OF THE GOODS/SERVICES
4.1 The price of the Goods and/or Services shall be the Seller's quoted price or where no
price has been quoted (or a quoted price is no longer valid) the price listed in the Seller's published price list current at the date of acceptance of
the order. Where the Goods are supplied for export from the United Kingdom the Seller's published export price list shall apply. All prices quoted are
valid for 30 days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery
to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as
without limitation any foreign exchange fluctuation currency regulation alteration of duties significant increase in the costs of labour materials or
other costs of manufacture including but not limited to rolling mill price increases scrap and transport cost increases) any change in delivery dates
quantities or specifications for the Goods which is requested by the Buyer or any delay caused by the instructions of the Buyer or failure of the Buyer
to give the Seller adequate information or instructions.
4.2 Except as otherwise stated under the terms of any quotation or in any price list of
the Seller and unless otherwise agreed in Writing between the Buyer and the Seller all prices are given by the Seller on an ex-works basis and where the
Seller agrees to deliver the Goods otherwise than at the Seller's premises the Buyer shall be liable to pay the Seller's charges for transport packaging
and insurance.
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be
additionally liable to pay to the Seller.
4.5 The Buyer shall:-
4.5.1 reimburse all duties taxes and similar charges which the Seller may be required to
pay in connection with the Goods except to the extent that the price of the Goods includes such charges; and
4.5.2 not be entitled to set off against any amount payable to the Seller under any
contract any monies due from the Seller or for which the Seller disputes liability.
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5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller the
Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the delivery of the Goods unless the Goods are to be
collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for
the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered
delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods in full within 30 days of the date of the
Seller's invoice not withstanding that the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence
of the Contract. Receipts for payment will be issued only upon request.
5.3 Where the Contract comprises or includes the provision of Services (and in the latter
case the cost of the Services has not been included in the cost of the Goods) the Buyer shall pay the price of the Services in full by the end of the
month following the month which the Seller's invoice is dated.
5.4 The Seller shall be entitled to suspend outstanding deliveries between the Seller and
the Buyer if amounts due to the Seller under any contract are outstanding beyond the credit period or the Buyer's credit limit.
5.5 if the Buyer fails to make any payment on the due date then without prejudice to any
other right or remedy available to the Seller the Seller shall be entitled to:-
5.5.1 Cancel the contract or suspend any further deliveries to the Buyer.
5.5.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods
supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (not withstanding any purported appropriation by the Buyer)
and
5.5.3 charge to the Buyer interest (both before and after any judgement) on the amount
unpaid at the rate of 5% per annum above National Westminster Bank PLC base rate from time to time until payment in full is made (a part of a month
being treated as a full month for the purpose of calculating interest).
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6. DELIVERY
6.1 Delivery of the Goods shall be made:-
6.1.1 By the Buyer collecting the Goods at the Seller's premises at any time after
the Seller has notified the Buyer that the Goods are ready for collection:-
6.1.2 or if some other place for delivery is agreed by the Seller delivering the
Goods to that place with such delivery being deemed to have taken place when the delivery vehicle reaches an accessible proper metalled road nearest to
that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall
not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the
Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a
separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer
in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond
the Seller's reasonable control or the Buyer's fault and the Seller is accordingly liable to the Buyer the Seller's liability shall be limited to the
excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 if the Buyer fails to take delivery of the Goods or fails to give the Seller adequate
delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the
Seller's fault) then without prejudice to any other right or remedy available to the Seller the Seller may:-
6.5.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs
(including insurance) of storage; or
6.5.2 Sell the Goods at the best price readily obtainable and (after deducting all
reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
6.6 The Seller shall be under no obligation to provide labour plant or machinery for
loading or unloading the Goods and if the Buyer makes use of the services of any employee or plant machinery or equipment (including chains) belonging
to or the responsibility of the Seller such use shall be at the sole risk of the Buyer who shall indemnify the Seller against all loss damages costs
expenses and claims against or incurred by the Seller in connection with such use.
6.7 The Buyer shall provide all necessary labour plant and machinery for loading or
unloading the Goods.
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7. RISKS AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-
7.1.1 in the case of Goods to be delivered at the Seller's premises at the time when the
Seller notifies the Buyer that the Goods are available for collection: or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises at the
time of delivery or if the Buyer wrongfully fails to take delivery of the Goods at the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision
of these Conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the
price of the Goods and all other goods agreed to be sold by the seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold
the Goods as the Seller's fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored
protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary
course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible including
insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible
proceeds properly stored protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the
Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the
Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess
the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by the way of security
for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all monies owing by the Buyer to the Seller shall
(without prejudice to any other rights or remedy of the Seller) forthwith become due and payable.
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8. LIABILITY
8.1 Except where the Goods are sold to a person dealing as a consumer (within the meaning
of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
8.2 Any claim by the Buyer which is based on any defect in the quality or condition of the
Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within three (3)
days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the
defect or failure 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 shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods has been delivered in
accordance with the Contract.
8.3 Where any valid claim in respect of any of the Goods which is based on any defect in
the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions the Seller
shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller's sole discretion refund to the Buyer the price of the
Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
8.4 Except in respect of death or personal injury caused by the Seller's negligence the
Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or
under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims
for consequential compensation whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise out of
or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.
8.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the
Contract by reason of any delay in performing or any failure to perform any of the Seller's obligations in relation to the Goods if the delay or
failure was due to any cause beyond the Seller's reasonable control Without prejudice to the generality of the foregoing the following shall be regarded
as causes beyond the Seller's reasonable control:-
8.5.1 Act of God explosion flood tempest fire or accident.
8.5.2 War or threat of war sabotage insurrection civil disturbance or Requisition
8.5.3 Acts restrictions regulations by-laws prohibitions or measures of any kind on the part
of any governmental parliamentary or local authority.
8.5.4 Import or export regulations or embargoes.
8.5.5 Strikes lock-outs or other industrial actions or trade disputes (whether involving
employees of the Seller or of a third party).
8.5.6 Difficulties in obtaining raw materials labour fuel parts or machinery.
8.5.7 Power failure or breakdown in machinery.
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9. INSOLVENCY OF BUYER
9.1 This clause applies if:-
9.1.1 The Buyer makes any 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
9.1.2 An encumbrance takes possession or a receiver is appointed of any of the property
or assets of the Buyer; or
9.1.3 The Buyer ceases or threatens to cease to carry on business; or
9.1.4 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.
9.2 If this clause applies then without prejudice to any other right or remedy available
to the Seller the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer
and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any pervious agreement or
arrangement to the contrary.
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10. STANDARDS
The margins and tolerance set out in BS4466/ BS8666 will be applicable.
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11. RETENTION OF TITLE
11.1 The title to the property of the goods comprised in an order shall not pass to the
customer until amounts for all goods comprised in that order and all outstanding amounts due to us in respect of any other transactions between the
parties then outstanding has been paid in full not with standing that the goods may have been delivered to the customer.
11.2 Notwithstanding the above paragraph the goods shall be at risk of the customer from
the time of delivery to or collection by the customer and the customer shall take all necessary steps to insure the goods for their full invoice value.
11.3 Should the customer be in arrears with any payments due to us the Company is hereby
granted an implied license to enter upon the customer's premises or such premises where the goods are then being kept or stored in order to re-possess
the goods and the cost of any such re-possession shall be borne by the customer. The Company shall not be responsible for any damage howsoever caused
arising out of the re-possession of the goods under this clause.
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12 GENERAL
12.1 The Seller is a member of the group of companies whose holding company is Bowmer &
Kirkland Ltd and accordingly the Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member
of its group provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
12.2 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 at 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 that party giving the notice.
12.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered
as a waiver of any subsequent breach of the same or any other provisions.
12.4 The Seller shall be entitled to carry out its obligations under the Contract through:-
12.4.1 Any agents or sub-contractors appointed by it in its absolute discretion for that
purpose.
12.4.2 Any company within the same group of companies as Bowmer & Kirkland Ltd within
the meaning of section 42 of the Landlord and Tenant Act 1954.
12.5 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 and the remainder of the provision in question shall not be
affected thereby.
12.6 Any dispute arising under or in connection with these Conditions or the sale of the
Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the
President for the time being of the Institute of Arbitrators in accordance with the Arbitration Acts 1950 to 1979 or any statutory modification or
re-enactment thereof.
12.7 The Contract shall be governed by the laws of England 0163C/15.9.89.
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