Terms
Please see our terms of sale below. if you require any further information, please don't hesitate to contact us.
1 Interpretation Bookmark
1.1 In these Conditions the following definitions apply: Bookmark
Business Day
means a day other than Saturday, Sunday and public holidays;
Buyer
means the persons or firm who purchases Goods from the Seller;
Conditions
means the terms and conditions set out in this document;
Confidential Information
means any commercial, financial or technical information, information relating to products, plans, drawings, knowhow or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Contract;
Contract
means the agreement between the Seller and the Buyer for the sale and purchase of Goods incorporating these Conditions;
Delivery Location
means the address for delivery of the Goods as set out in the Order;
Force Majeure
means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract, except any party’s failure to pay shall not be an event of force majeure in any event;
Goods
means the goods and related documentation set out in the Seller’s Quotation and to be supplied by the Seller to the Buyer ;
Intellectual Property Rights
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case:
(i) whether registered or not,
(ii) including any applications to protect or register such rights,
(iii) including all renewals and extensions of such rights or applications,
(iv) whether vested, contingent or future,
(v) to which the Seller is or may be entitled and
(vi) in whichever part of the world existing;
Order
means the Buyer's order for the Goods from the Seller set out in the Seller’s Quotation;
Seller
means Bowie Lockwood Structures Limited t/a Kitbuildings ;
Specification
means the description or specification of the Goods set out in the Seller’s Quotation;
Value Added Tax or VAT
means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.
1.2 Unless the context otherwise requires: Bookmark
1.2.1 each gender includes the others; Bookmark
1.2.2 the singular includes the plural and vice versa; Bookmark
1.2.3 references to the Contract include the Conditions , the Order and its schedule (if any); Bookmark
1.2.4 references to persons include individuals, unincorporated bodies, government entities, companies and corporations; Bookmark
1.2.5 clause headings do not affect their interpretation; Bookmark
1.2.6 general words are not limited by example; and Bookmark
1.2.7 references to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. Bookmark
2 General conditions and application of these terms and conditions Bookmark
2.1 These terms and conditions apply and form part of the Contract between the Seller and the Buyer. They supersede any previously issued terms and conditions of supply. Bookmark
2.2 No terms or conditions endorsed on, delivered with, or contained in the Buyer's purchase order, confirmation of order, specification or other document will form part of the Contract. Bookmark
2.3 No variation of these Conditions or to an Order, or to a quotation from the Seller will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Seller. Bookmark
2.4 Each Order by the Buyer to the Seller will be deemed to be an offer to purchase Goods and subject to the Conditions. Bookmark
2.5 The Seller reserves the right at all times to reject any Order, in whole or in part, at its sole discretion. Bookmark
2.6 Any quotation by the Seller for the provision of Goods will be deemed to be: Bookmark
2.6.1 an invitation to treat (and shall not be an offer) by the Seller to supply Goods on and subject to the Conditions; and Bookmark
2.6.2 will be will be valid for 45 days only from the date of issue. Bookmark
2.7 A Contract will be formed upon receipt by the Seller of 50% of the total Order Price, or a sum otherwise agreed in writing between the Seller and the Buyer.
2.8 Any samples submitted to the Buyer by the Seller are intended to indicate the substance and general character of the Goods only and the Buyer shall have no claim if the colour or composition of the bulk supplied fails to correspond with the sample.
2.9 Any drawings, technical specifications (including quantities, measurements and dimensions) or other information or details supplied or assumed by the Seller are subject to verification by the Buyer. In the event of any variation by the Buyer, the Seller reserves the right to adjust the Price subject to Clause 3.
2.10 Where the Buyer supplies specifications or designs, the Buyer warrants that the use of the same shall not infringe the rights of any third party. Bookmark Bookmark Bookmark
3 Price Bookmark
3.1 The price for the Goods will be as set out in the Order or in default of such provision will be calculated in accordance with the Seller's standard scale of charges in force on the date of formation of the Contract or on delivery/collection of the Goods, whichever is the sooner. Bookmark
3.2 The price: Bookmark
3.2.1 Unless stated otherwise in writing does not include delivery, which will be charged in addition, and Bookmark
3.2.2 does not include Value Added Tax. Bookmark Bookmark
3.3 The Seller reserves the right to increase the price for any undelivered Goods: Bookmark
3.3.1 by giving 30 day's written notice to the Buyer, such increase to take effect in respect of any relevant Goods delivered after the expiry of such notice; or Bookmark
3.3.2 with immediate effect by written notice to the Buyer, where such increase arises as a consequence of any increase in the direct cost to the Seller of supplying the relevant Goods which is due to any factor beyond the control of the Seller. Bookmark
3.4 If the Buyer does not agree with any increase in the price notified in accordance with clause 3.3 then the Buyer may terminate the Contract in respect of any undelivered Goods by giving the Seller 30 days notice, such notice to expire no earlier than the date on which the price increase was due to take effect provided always that the Buyer shall accept delivery (and shall, where applicable pay the increased price for) any Goods referred to in clause 3.3.2 in respect of which the Seller had (at or prior to the time of receiving such notice) entered into an irrevocable commitment to purchase or subcontract from any third party. Bookmark
4 Payment Bookmark
4.1 The Seller will invoice the Buyer for the Goods, in advance of delivery. Bookmark
4.2 The Buyer will pay all invoices: Bookmark
4.2.1 in full, without deduction or set-off other than as required by law, in cleared funds 2 working days before delivery or collection of the Goods, or within 7 days of notification of completion of the Order by the Seller Bookmark
4.3 Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date: Bookmark
4.3.1 the Seller may, without limiting its other rights, charge interest on such sums at 5% a year above the base rate of Lloyds Bank plc from time to time in force, and Bookmark
4.3.2 interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
4.4 VAT will be charged by the Seller and paid by the Buyer at the then-applicable rate.
4.5 Payment by credit card may incur a surcharge.
5 Cancellation rights
5.1 Once an Order has been accepted by the Company cancellation by the Buyer will only be at the discretion of the Supplier and subject to the Supplier being indemnified in full by the Buyer against all charges, losses (including loss of profit), costs and expenses incurred by the Supplier as a result of the cancellation. Bookmark
6 Delivery Bookmark
6.1 The Goods will be: Bookmark
6.1.1 delivered by or for the Seller to the Delivery Location or Bookmark
6.1.2 made available for collection by the at the Seller's premises set out in the Order. The Buyer will collect the Goods within 14 days of notification by the Seller.
6.1.3 The Buyer will be responsible for offloading the Goods unless otherwise agreed in writing. Bookmark Bookmark
6.2 The Goods will be deemed delivered: Bookmark
6.2.1 if delivered by or for the Seller under clause 6.1.1, on arrival of the Goods at the Delivery Location; Bookmark
6.2.2 if collected by the under clause 6.1.3, on completion of loading at the Seller's premises.
6.3 The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment. Bookmark
6.4 Each delivery of the Goods will be accompanied by a delivery note stating: Bookmark
6.4.1 the date of the Order; Bookmark
6.4.2 the relevant Buyer and Seller details; Bookmark
6.4.3 the product numbers and type and quantity of Goods in the consignment; Bookmark
6.4.4 any special handling and other instructions; Bookmark
6.4.5 whether any packaging material is to be returned (in which case the Buyer will, at the Seller's option, return them to the Seller or make them available for collection by the Seller at a time specified by the latter, and in either case at the Seller's expense). Bookmark
6.4.6 The Seller will use its reasonable endeavours to meet delivery dates but such dates are approximate only, and time of delivery is not of the essence.
6.4.7 Any material shortages must be notified by the Buyer to the Seller within 3 Business days of delivery or collection otherwise will not be considered. Bookmark
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6.5 The Seller will not be liable for any delay in or failure of delivery caused by: Bookmark
6.5.1 The Buyer's failure to: (i) make the Delivery Location available, (ii) prepare the Delivery Location in accordance with the Seller's instructions or (iii) provide the Seller with adequate instructions, for delivery or (iv) provide suitable handling/offloading facilities; Bookmark
6.5.2 the Buyer 's failure to collect the Goods from the Seller's premises, or Bookmark
6.5.3 an event of Force Majeure.
6.5.4 The Buyer will be liable for the cost of any abortive deliveries. Bookmark
6.6 If the Buyer fails to accept delivery of or collect the Goods as provided in clause 6.1.1 or 6.1.3 on the date or within the period set out in the Order: Bookmark
6.6.1 delivery of the Goods will be deemed to have occurred at 17:00 on the fifth Business Day following such date or within the period set out in the Order; Bookmark
6.6.2 the Seller will store and insure the Goods pending delivery, and the Buyer will pay storage and insurance charges at the Seller's then-applicable rate. Bookmark
6.7 If, 30 Business Days after the due date for delivery or collection/the last day of the period for delivery or collection of the Goods, the Buyer has not taken delivery of or collected them, the Seller may resell or otherwise dispose of the Goods. The Seller will: Bookmark
6.7.1 deduct storage charges at the Seller's then-applicable rate and reasonable costs of resale; and Bookmark
6.7.2 invoice the Buyer for any shortfall of the resale price below the price quoted for the Goods. Bookmark
7 Title and risk Bookmark
7.1 Risk in the Goods will pass to the Buyer on completion of delivery under clause 6.1. Bookmark
7.2 Title to the Goods will pass to the Buyer once the Seller has received payment in full for the Goods. Bookmark
7.3 Until title to the Goods has passed to the Buyer , the Buyer will: Bookmark
7.3.1 hold the Goods as bailee for the Seller; Bookmark
7.3.2 store the Goods separately from all other material in the Buyer's possession; Bookmark
7.3.3 take all reasonable care of the Goods and keep them in reasonable condition; Bookmark
7.3.4 insure the Goods:(i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the Price (v) noting the Seller's interest on the policy; Bookmark
7.3.5 ensure that the Goods are clearly identifiable as belonging to the Seller; Bookmark
7.3.6 not remove or alter any mark on or packaging of the Goods; Bookmark
7.3.7 inform the Seller as soon as possible if it becomes subject to any of the events set out in clause 14.1; Bookmark
7.3.8 provide the Seller such information concerning the Goods as the Seller may request from time to time. Bookmark
7.4 If, at any time before title to the Goods has passed to the Buyer, the Buyer informs the Seller, or the Seller reasonably believes, that the Buyer has or is likely to become subject to any of the events specified in clause 14.1, the Seller may: Bookmark
7.4.1 require the Buyer at the Buyer 's expense to redeliver the Goods to the Seller; and Bookmark
7.4.2 if the Buyer fails to do so promptly, enter any premises where the Goods are stored and repossess them. Bookmark
8 Warranty Bookmark
8.1 The Seller warrants that, for a period of 30 days from delivery (the Warranty Period), the Goods will: Bookmark
8.1.1 conform in all material respects to their description and to any applicable Specification; Bookmark
8.1.2 be free from material defects in design, material and workmanship; Bookmark
8.1.3 be of satisfactory quality if supplying to an individual within the meaning of the Sale of Goods Act 1979, as amended. Bookmark Bookmark
8.2 The Seller will, at its option, repair, replace or refund the price of defective Goods, provided that and subject to clause 8: Bookmark
8.2.1 the Buyer informs the Seller in writing during the Warranty Period and within 3 Business Days of discovery that some or all of the Goods do not comply with clause 8.1; and Bookmark
8.2.2 the Buyer gives the Seller a reasonable opportunity to examine the defective Goods; Bookmark
8.2.3 the Buyer returns the defective Goods to the Seller at the Seller's expense. Bookmark
8.3 The Conditions will apply to any Goods repaired or replaced under clause 8.2. Bookmark
8.4 The Seller will not be liable for any failure of the Goods to comply with clause 8.1: Bookmark
8.4.1 where such failure arises by reason of erection or storage, fair wear and tear, could be expected to arise in the normal course of use of the Goods, wilful damage, negligence, or abnormal working conditions; Bookmark
8.4.2 to the extent caused by the Buyer's failure to comply with the Seller's instructions as to: (i) storage, erection, commissioning, use or maintenance of the Goods, or (ii) good practice in relation to the storage, erection, fixing, installation, commissioning, use or maintenance of the Goods; Bookmark
8.4.3 to the extent caused by the Seller following any design or specification or requirement of the Buyer in relation to the Goods; Bookmark
8.4.4 where the Buyer repairs or alters any Goods without the Seller's prior written agreement; or Bookmark
8.4.5 where the Buyer continues to use any of the Goods after notifying the Seller that it does not comply with clause 8.1. Bookmark
8.5 Except as set out in this clause 8: Bookmark
8.5.1 the Seller gives no warranty in relation to the Goods ; and Bookmark
8.5.2 will be under no liability for their failure to comply with the warranty in clause 8.1. Bookmark
In particular, the conditions implied by ss 13–15 of the Sale of Goods Act 1979 are expressly excluded.
9 Obligations of the Buyer Bookmark
9.1 The Buyer will: Bookmark
9.1.1 place all Orders on the terms of the Conditions and ensure that their contents are complete and accurate; Bookmark
9.1.2 ensure that any part of the Specification which it provides is complete and accurate and contains all information the Seller may require; Bookmark
9.1.3 co-operate fully with the Seller in relation to delivery or collection of the Goods;
9.1.4 afford the Seller access to the Delivery Location from the public highway for a large delivery vehicle for the supply of the Goods together with suitable handling/offloading facilities, unless otherwise agreed in writing. Bookmark
10 Liability Bookmark
10.1 The Seller does not exclude its liability: Bookmark
10.1.1 for death or personal injury caused by its negligence; or Bookmark
10.1.2 for breach of the terms implied by s 12 of the Sale of Goods Act 1979 and by s 2 of the Supply of Goods and Services Act 1982; Bookmark
10.1.3 for defective products under the Consumer Protection Act 1987; or Bookmark
10.1.4 for fraud or fraudulent misrepresentation. Bookmark
10.2 Neither party will be liable for: Bookmark
10.2.1 loss of data or use Bookmark
10.2.2 any form of indirect, consequential or special loss, or Bookmark
10.2.3 any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect, Bookmark
and, in each case, however arising.
10.3 Other than as set out above, the Seller limits its liability (however arising) in respect of or in connection with the Goods, and otherwise in connection with this Agreement, to the total price of Goods. Bookmark
11 Intellectual Property Rights
11.1 Nothing in this Contract will affect the rights (including IP rights) in the Goods which are and shall remain vested in the Seller. Bookmark
11.2 The Seller will defend or, at its option, settle any action brought against the Buyer arising from any claim that the use of the Goods by the Buyer in accordance with the Contract infringes any third party Intellectual Property Right, and indemnify the Buyer against all reasonable costs and expenses incurred by the Buyer in connection with such claim. Bookmark
11.3 The Seller's obligations under clause 11.2 will not apply to Goods modified or used by the Buyer other than in accordance with the Conditions. The Buyer will indemnify the Seller against all reasonable costs and expenses incurred by the Seller in connection with any claim arising from such modification or use. Bookmark
11.4 The Seller's obligations under clause 11.2 are conditional on the Buyer: Bookmark
11.4.1 promptly advising the Seller in writing of any claim or action; Bookmark
11.4.2 making no admission as to, or settlement or compromise of any claim or action without the Seller's prior written consent; Bookmark
11.4.3 giving the Seller sole conduct of any defence and any settlement negotiations, and Bookmark
11.4.4 co-operating fully with the Seller and providing the Seller with all reasonable assistance in the defence or settlement of such claim or action. Bookmark
11.5 The Buyer's reasonable costs of compliance with clauses 11.4.3 and 11.4.4 will be paid by the Seller. Bookmark
11.6 The provisions of this clause 11.1 set out the Seller's entire liability and the Buyer's sole right in respect of third party Intellectual Property Rights infringement claims. Bookmark
12 Confidentiality Bookmark
12.1 Each party shall keep confidential all Confidential Information of the other party and will only use the other’s Confidential Information as required to perform the Contract. The provisions of this clause will not apply to: Bookmark
12.1.1 any information which was in the public domain at the date of this Contract; Bookmark
12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of this Contract or any related agreement; Bookmark
12.1.3 is independently developed by the other party without using information supplied by the first party; or Bookmark
12.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of this Contract. Bookmark
12.2 This clause 12 will remain in force two years after termination of the Contract. Bookmark
13 Force Majeure Bookmark
13.1 A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it: Bookmark
13.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and Bookmark
13.1.2 uses reasonable endeavours to minimise the effects of that event. Bookmark
13.2 If, due to Force Majeure, a party: Bookmark
13.2.1 is or will be unable to perform a material obligation; or Bookmark
13.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days; Bookmark
the parties will, within 30 days, renegotiate the Agreement to achieve, as nearly as possible, the original commercial intent.
14 Termination Bookmark
14.1 The Contract may be terminated forthwith at any time by the Seller on written notice to the Buyer if: Bookmark
14.1.1 the Buyer commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within 15 days of written notice to do so; Bookmark
14.1.2 the Buyer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due; Bookmark
14.1.3 the Buyer (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or (c) makes an application to court for protection from its creditors generally; Bookmark
14.1.4 the Buyer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other, other than solely in relation to a solvent amalgamation or reconstruction; Bookmark
14.1.5 a receiver or administrative receiver may be or is appointed in relation to the Buyer or any of its assets; Bookmark
14.1.6 any creditor of the Buyer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Buyer's assets, and such attachment or process is not discharged within 14 days; Bookmark
14.1.7 the Buyer takes or suffers any action similar to any of the above in any jurisdiction; Bookmark
14.1.8 there is a material change in the management, ownership or control of the Buyer; Bookmark
14.1.9 the Buyer suspends trading, ceases to carry on business, or threatens to do either; Bookmark
14.1.10 the Buyer, (being an individual) dies or ceases to be capable of managing his own affairs; or Bookmark
14.1.11 the Buyer is subject to an event of under clause 13. Bookmark
14.2 In addition to its rights under clause 14.1 the Seller may terminate this Agreement at any time immediately on written notice to the Buyer if the Buyer has failed to pay any amount due under the Contract on the due date; Bookmark
14.3 On termination of the Contract for any reason: Bookmark
14.3.1 the Buyer will immediately pay all invoices of the Seller then outstanding and not disputed in good faith; Bookmark
14.3.2 the Seller will, within three Business Days, invoice the Buyer for all Goods delivered or provided but not yet invoiced and the Buyer will pay such invoice within a further five Business Days (unless the invoice is disputed in good faith); Bookmark
14.3.3 the Buyer will forthwith return any materials of the Seller then in its possession or control; if it fails to do so, the Seller may enter onto any premises owned by or under the control of the Buyer and take possession of them; Bookmark
14.3.4 the accrued rights and liabilities of the parties will not be affected; and Bookmark
14.3.5 any clause which expressly or by implication are to survive termination will do so. Bookmark
15 General Bookmark
15.1 Time Bookmark
Unless stated otherwise, time is not of the essence of any date or period specified in these Conditions.
15.2 No set-off Bookmark
All payments by the Buyer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.
15.3 Relationship Bookmark
The parties are independent businesses and not principal and agent, partners, or employer and employee.
15.4 Severability Bookmark
If any part of these Conditions is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Conditions and the remaining provisions of the Conditions will otherwise remain in full force.
15.5 Notices Bookmark
Notices under this Agreement will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:
15.5.1 by first-class post: two Business Days after posting; Bookmark
15.5.2 by airmail: seven Business Days after posting; Bookmark
15.5.3 by hand: on delivery; Bookmark
15.5.4 by facsimile: on receipt of a successful transmission report from the correct number, and Bookmark
15.5.5 by e-mail: on receipt of a delivery or read receipt mail from the correct address. Bookmark
15.6 Waiver Bookmark
No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
15.7 Rights of Third Parties Bookmark
This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.8 Priority Bookmark
The terms of the Conditions prevail over those of the Order or Schedule (if any).
15.9 Entire Agreement Bookmark
The Contract constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply.
15.10 Succession Bookmark
This Contract will bind and benefit each party’s successors and personal representatives.
15.11 Governing Law & Jurisdiction Bookmark
15.11.1 This Contract will be governed by the law of England and Wales. Bookmark
15.11.2 Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales. Bookmark