Terms and Conditions
(a) In these conditions:-
(i) The “Company” means BRIDGENS & CO. LTD
(ii) The “Customer” means the individual firm company or other party with whom the Company contracts.
(b) Any quotation or estimate made by or on behalf of the company whether in writing and/or orally is an invitation only to the Customer for him, to make an offer and no order in pursuance of any quotation or estimate shall be binding upon the Company unless and until such order is accepted by the Company in writing on its standard
acknowledgement or order form or delivery note. Any agreement made between the Company and the Customer whether for the sale of goods or for work and materials (hereinafter called the “Contract”) shall only be subject to these terms and conditions according to their provisions and these provisions set out on the Company’s standard acknowledgement of order form or delivery note.
Any representations or warranty made or on behalf of the Company prior to the contract whether orally or in writing is hereby expressly excluded and shall be of no effect.
(c) Unless otherwise agreed in writing by the Company these conditions shall override any terms and conditions stipulated
incorporated or referred to by the Customer in his order in any other document or during pre-contract negotiations. In the event of the Company entering into a contract without the Company having submitted a written quotation or its standard acknowledgement of order form but in circumstances when the Customer has proper notice of these conditions then all goods and materials supplied and work done shall be subject to these conditions.
(a) Any figures statements descriptions illustrations photographs drawings or any other matters contained in the Company’s catalogues price lists or other advertising literature are not guaranteed to be accurate and are intended merely to represent a general picture of the Company’s products and services and shall not form part of any
contract between the Company and the Customer.
(b) The Company reserves the right to amend the specifications of its products and services from time to time so that the descriptions thereof as set out in its catalogues price lists and other advertising literature may not be identical with those set out in the Company’s quotation and the Customer is advised to check the specification set out in the Company’s quotation before placing his order.
Where goods are made or materials supplied to the Customer’s own specification pattern or design the Customer warrants and undertakes full responsibility not only for the suitability and fitness of the specification pattern or design thereof but also that such specification pattern or design does not infringe any patent trade mark registered design copyright or any other proprietary right and shall indemnify the Company in full for any loss, damage or expense whatsoever which the Company may incur in the performance of the contract by reason of any infringement of such patent trade mark registered design copyright or any other proprietary right.
Subject to any agreement to the contrary the Company’s quotations are provisional in so far as they are subject to alteration by reference to any changes in the price of raw materials, rates or wages other costs of production and any other circumstances beyond the Company’s control taking place between the date of the quotation and the Company’s acceptance of the Customer’s order.
(a) Unless otherwise agreed in writing the price for the goods shall be in the Company’s price ruling at the date of despatch.
(b) The price set out upon the Company’s acknowledgement of order form does not include Value Added Tax which will be charged at the rate applicable at the date of invoice.
(c) The Contract price does not include the cost of carriage to the contracted place of delivery. The Company reserves the right at its sole discretion to change part or full carriage costs and to effect delivery by the means convenient to the Company but this does not include the cost of offloading the goods which should be arranged by the Customer at his sole expense.
(a) Delivery shall be deemed to be effected by the Company at the following times:-
(i) Where goods or materials are sold f.o.b. delivery shall be complete when they are placed on board ship.
(ii) Notwithstanding the provisions of paragraph 6 (d) of these conditions where the contract provide that goods or materials shall be delivered by an independent carrier delivery of the goods or materials in question by the Company to the Customer shall be deemed to be affected at the time of collection by or delivery the carrier.
(iii) In the event of goods or materials being collected by or on behalf of the Customer by his servants or agents collection as aforesaid will constitute delivery to the Customer.
(b) The Company will use its best endeavours to effect delivery of all goods and materials or complete work by the date or dates specified in the contract but shall not be responsible for any direct or consequential loss resulting from late delivery in the event of goods or materials being damaged or lost prior to delivery or resulting from suspension of work owing to strikes lock-outs disputes breakdowns accidents force mayeure or to any circumstances beyond the Company’s control. Deliveries may be wholly or partially suspended until such time as work is resumed and the Customer shall accept late delivery of such goods and materials or completion of work.
(c) When requested by the Customer the Company shall use its best endeavours to expedite delivery or completion of the contract but the Customer shall reimburse the Company for overtime payments and all other additional costs the Company incurs thereby.
7 TERMS OF PAYMENT
(a) Unless otherwise provided payment shall be made by the Customer net cash not later than the twentieth day of the month following the month during which the goods were dispatched or work was done. Should the Customer fail to comply with the Terms of Payment the Company shall be entitled to interest on any amount at 3% above the base rate of Lloyds Bank Limited then in force.
(b) Payment may not be delayed or refused for any alleged defects in the goods work and materials which the Company undertakes to contact under the terms of its warranty.
8 SUSPENSION AND CANCELLATION
If the Customer shall fail to make any payment when it becomes due or shall commit any other breach of contract and fail to remedy the same within seven days of receiving the Company’s request in writing so to do or shall enter into any composition or management with his creditors or any distress or execution is levied upon any goods or property of the Customer or if the Customer commits any act of bankruptcy or if being an incorporated company shall have a receiver appointed of the whole or any part of its undertaking of assets or shall pass a resolution for winding up (except solely for the purpose of amalgamation or (construction) or a Court shall make an order to that effect or if not being an incorporated Company shall have a receiving order made against it the Company may defer or cancel any further deliveries or work and treat this contract of which these conditions form part and any other contract between the Company and the Customer as determined but without prejudice to his right to any unpaid price for goods delivered or cost of work done under this or any other contract and to damages for loss suffered in consequence thereof.
9 RISK AND DAMAGE IN TRANSIT
(a) The risk in respect of all goods supplied under the Contract shall pass to the Customer from the date they are delivered to the Customer as provided for in the Contract or in accordance with the Customers delivery instructions but not withstanding such delivery the property in the goods shall not pass to the Customer except in so far as this is provided for in clause 11 of these conditions. The Customer’s notice is specifically directed to the fact that in accordance with the provisions of section 32 of the Sale of Goods Act 1983 is amended delivery to the carrier will in such circumstances constitute delivery to the Customer. The Company shall not be liable for any damage or loss incurred after the goods have been delivered to the Customer in accordance with these conditions.
(b) Where damage or loss occurs in goods before delivery thereof to the Customers in accordance with these conditions the company undertakes to replace (or at its discretion) repair any goods damaged or lost in transit to the contracted place of delivery in which event the time for delivery of the damage or lost goods shall be extended for such period as the Company shall reasonably require for such replacement or repair.
(c) Conditions precedent to the Company’s undertaking to repair or replace under sub-paragraph 9b hereof.
(i) The Customer shall have given written notice of such damage or loss with reasonable particulars thereof to the Company and to the Carrier if other than the Company within seven days of receipt of the goods or in the case of total loss within fourteen days of receipt of the Company’s or the carrier’s delivery note or other notification of despatch.
(ii) The Customer if requested by the Company to do so shall have returned in the case of damaged goods such goods to the Company’s works within fourteen days of receipt there of.
(iii) If so requested b the Company the Customer will specify the type of defect to enable the Company to identify the problem.
(d) Save as expressly provided in this condition the Company shall not have any liability whatsoever for or in connection with any damage or loss of the goods in transit to the contracted place of delivery.
(a) The Company’s liability in respect of any defect in or failure of goods supplied or work completed or for any loss injury or damage attributable thereto is limited to making good by replacement or repair at its option defects or failure which under proper use or conditions of storage appear therein and arise solely from faulty design materials or workmanship within a period of two calendar months after the goods have been delivered to the Customer or his nominee or the work has been completed. It shall be a condition precedent tot he Company’s liability under this warranty that the defective item is immediately returned to the Company upon being found defective or if that is not practicable immediate notice in writing to the defect is given the the Company and the Customer gives the Company authority for if its servants and agents to inspect the same. Thereafter the Company shall be given a reasonable period in which to complete the necessary repair or deliver the replacement.
(b) The Company’s liability under this warranty shall automatically cease if:-
(i) The Customer shall not have paid for all goods and materials supplied and work done by the due date (whether under this or any other contract between the Company and the Customer) referred to in paragraph 8 of these conditions.
(ii) The Company its servants and agents are denied full and free right of access to the defective goods or materials or work done.
(c) The warranty set out in paragraph 11 (a) of these conditions shall be in lieu of any warranties and conditions whether express or implied by statute common law or otherwise howsoever which warranties and conditions are hereby expressly excluded.
(d) The Company’s responsibility is limited to the terms of this warranty and (except in respect of death or personal injury resulting from the negligence of the Company its servants or agents) the Company shall not be liable for any claim for direct or indirect consequential or incidental loss injury damage made by Customer against the Company arising out of or in connection with any defect in the goods work or materials which are the subject of this Contract whether or not such defect is directly or indirectly wholly or in part caused by te negligence act omission default or neglect of the Company its servants or agents or whether or not such defect amounts to a breach of a fundermental term of the contract or fundermental breach thereof.
(e) Notwithstanding the provisions of this warranty if the contract is for a consumer sale as defined by Section 12 of the Unfair Contract Terms 1977 nothing herein contained shall operate to exclude any warranty implied by the same Act.
11 TITLE TO GOODS
(a) Until payment in full has been received for all goods work and materials comprised in this or any other contract between the Company and the Customer full legal and beneficial ownership of the goods and materials comprised in this contract shall be retained by the Company notwithstanding that the risk in the shall pass to the Customer at the time of delivery or installation.
(b) Subject to paragraphs 11 (c) and 11 (d) of these conditions the Customer shall be at liberty to sell the goods in the ordinary course of business but shall hold the proceeds of sale therefrom in trust to pay the Company such sums to which it is entitled under the provisions of this contract or any other contract between te Company and the Customer. Notwithstanding the provisions of this paragraph the Customer may retain from the proceeds of such sale any sum in excess of the sum to which the Company is entitled under this or any other contract between the Company and the Customer.
(c) The Company may at any time revoke the Customer’s power of sale as provided in paragraph 11 (b) of these conditions by giving the Customer notice in writing of such revocation in the event of the Customer being in default for longer than ten days in the payment of any sum whatsoever due to the Company from the Customer (whether in respect of the goods work and materials which are the subject of this contract or any other contract between the Company and the Customer or for any other reason whatsovever) or if the Company has bonefide doubts as to the solvency of the Customer.
(d) The Customer’s power of sale as provided in paragraph 11 (b) of these conditions shall automatically cease if a receiver is appointed over any of the assets or the undertaking of the Customer or a winding up order is made against the Customer or the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting or mistakes any arrangement with his creditors or permits and act of bankruptcy.
(e) Until payment in full for the goods and materials has been made the Customer shall hold the same as Bailee of and in trust for the Company and shall at all times take proper care of the goods and keep them in such manner that they may be clearly identified as belonging to the Company.
(f) (i) On determination of the Customer’s power of sale under paragraph 11 (c) and/or (d) hereof the Customer shall place these goods in the Customer’s possession at the Company’s disposal and the Company shall be entitled to enter upon the premises of the Customer for the purpose of removing the goods.
(ii) If at the time of determination the Customer’s power of sale under paragraph 11 (c) and/or 11 (d) hereof any goods are in the custody or control of any individual firm or Company other than the Customer then the Customer shall immediately provide the Company with an authority in writing to collect the same and shall then leave the same at the Company’s disposal.
(iii) The Customer shall hold those goods collected in accordance with the provisions of sub-paragraphs (i) and (ii) of this paragraph upon trust to sell the same and to retain from the proceeds of sale thereof any sum whatsoever due to the Company from the Customer and to pay any sum whatsoever due to the Company from the Customer and to pay any balance remaining therefrom in the Customer or his duly authorised representative.
(a) The risk in the goods and materials shall pass in the Customer at the time of delivery as provided for in paragraph 6 of these conditions. The reservation of title contained in 11 of these conditions shall not affect the Customer’s responsibility to effect insurance cover which he may consider to be appropriate.
(b) Where goods or materials are not manufactured by the Company and are delivered direct to the Customer or collected by the Customer from the manufacturer the Company shall not be liable for any loss or damage to the goods whatsoever or whensoever occurring.
The Company reserves the right to correct any clerical or typographical errors made by its employees servants or agents at any time.
14 HEALTH AND SAFETY AT WORK ACT 1974
The attention of the Customer is drawn to the provisions of Section 6 of the Health and Safety Act 1974. The Company will make available upon request information on the design construction and installation of its products to ensure that as far as is reasonably practicable they are safe and without risk to health when properly used. It is the responsibility of the Customer to take steps as are necessary to ensure that the appropriate information relevant to the goods is made available to his servants agents any person to whom the Customer supplies them and to any other person the Customer reasonably considers should have knowledge thereof.
If at any time one or more of the provisions of these conditions becomes invalid illegal or unenforcable in any respect under any law the validity and enforceability of the remaining provisions hereof shall not in any way be effected or impaired thereby.
16.USE OF WEBSITE
Bridgens cannot be held responsible for any harm, damage or virus infection to the site visitor's computer.
These conditions and each and every contract made pursuant thereto shall be governed by and construed in all respects in accordance with the laws of England.