Bevan Motor Bodies Ltd Standard Terms and Conditions for the Sale of Goods.
1. Interpretation
1.1 In these Conditions the following definitions apply:
"Acknowledgment" – the Company’s acceptance of the Buyer’s order for the Goods
"Buyer" – the person(s), firm or company from whom an order to supply Goods is received by the Company;
"Buyer Materials" – any pre-existing documents or other materials and any data or other information provided by the Buyer relating to these Conditions, the Contract and/or the Goods;
"Buyer Premises" – the premises belonging to the Buyer to which the Goods will be delivered, if delivery as stated in the Acknowledgement is to occur at such location;
"Company" – Bevan Motor Bodies Ltd, a company incorporated in England and Wales (company number 01982336) whose registered office is at Wednesbury One, Black Country New Road, Wednesbury, West Midlands, WS10 7NZ;
"Company Materials" – any documents or other materials, and any data or other information provided by the Company relating to the Goods;
"Company Premises" – the premises belonging to the Company to which the Goods shall be delivered, if delivery as stated in the Acknowledgement is to occur at such location;
"Company Representative" – Anthony Bevan or such other person as notified by the Company in writing from time to time;
"Conditions" – the standard terms and conditions of sale as set out in this document;
"Contract" – any contract between the Company and the Buyer for the sale and purchase of the Goods;
"Goods" – any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 In these Conditions:
1.2.1 References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.2.2 References to a condition is the relevant Condition in these Conditions.
2. Application of Terms
2.1 Subject to any variation under Condition 2.2, the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document, or which are implied by trade, custom, practice or course of dealing).
2.2 These Conditions apply to all the Company’s sales of Goods and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company Representative.
2.3 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until the Company issues a written Acknowledgement or (if earlier) the Company delivers the Goods to the Buyer.
2.5 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 Any quotation is given on the basis that no contract will come into existence until the Company despatches an Acknowledgement to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3. Description
3.1 The description of the Goods shall be as set out in the Company’s Acknowledgement.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract.
4. Delivery
4.1 Unless otherwise agreed in writing by the Company:
4.1.1 Delivery of the Goods shall take place at the Company Premises;
4.1.2 The Buyer will take delivery of the Goods within 3 days of the Company giving it notice that the Goods are ready for delivery;
4.1.3 The Goods shall be deemed delivered when notice is given by the Company that the Goods are ready for delivery.
4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. Subject to the Company giving reasonable notice, delivery may be in advance of any anticipated delivery date. If no dates are specified, delivery will be within a reasonable time.
4.3 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, the Buyer requests a delay in the scheduled delivery date or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.4.1 Risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence);
4.4.2 The Goods will be deemed to have been delivered;
4.4.3 The Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation for additional handling, storage and/or insurance).
4.5 The Buyer will provide at its own expense adequate and appropriate equipment and sufficient appropriately qualified personnel to collect the Goods within 3 days of the notice given in accordance with Condition 4.1.2.
5. Non-Delivery
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company Premises shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 2 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. Risk / Title
6.1 The Goods are at the risk of the Buyer from the time of delivery if delivery is to occur at the Company Premises or from the time of despatch from the Company Premises if delivery is to occur at the Buyer Premises.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
6.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
6.3.2 store the Goods separately so they remain identifiable as the Company’s property;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 maintain the Goods in satisfactory condition and insure them on the Company’s behalf for their full price against all risks, providing the Company with the policy on request;
6.3.5 hold any insurance proceeds on trust for the Company and not mix them with any other money.
6.4 The Buyer’s right to possession of the Goods shall terminate immediately if:
6.4.1 The Buyer becomes insolvent, enters administration, liquidation, or has a receiver appointed, or any similar event occurs;
6.4.2 The Buyer fails to perform obligations or ceases to trade; or
6.4.3 The Buyer encumbers or charges any of the Goods.
6.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership has not passed.
6.6 The Buyer grants the Company an irrevocable licence to enter any premises where the Goods are stored to inspect or recover them.
7. Price
7.1 Unless otherwise agreed in writing, the price for the Goods shall be as set out in the Acknowledgement.
7.2 The Company may, by giving written notice before delivery, increase the price of the Goods to reflect any increase in costs due to:
7.2.1 factors beyond the Company’s control (e.g. currency fluctuations, taxes, labour or material costs);
7.2.2 Buyer’s request to change delivery date, quantity or specification; or
7.2.3 Buyer’s delay or failure to provide information or instructions.
7.3 The price is exclusive of VAT, loading, unloading, carriage and insurance, all payable by the Buyer.
8. Payment
8.1 Payment of the price is due and payable on completion by Bevan Motor Bodies Ltd.
8.2 Time for payment shall be of the essence.
8.3 Payment is not deemed received until cleared funds are received.
8.4 All payments become due immediately upon termination of the Contract.
8.5 Buyer shall make all payments without deduction or set-off.
8.6 The Company reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
9. Quality
9.1 Where the Company is not the manufacturer, it will endeavour to transfer any manufacturer’s warranty to the Buyer.
9.2 All implied terms or warranties (except those implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
9.3 Any additional warranties must be in writing and signed by the Company Representative.
9.4 The Company shall not be liable for breach of warranty unless:
9.4.1 Buyer gives written notice of the defect within seven days of discovery; and
9.4.2 Company is given a reasonable opportunity to examine the Goods.
9.5 The Company shall not be liable for breach of warranty if:
9.5.1 Buyer continues using the Goods after notice;
9.5.2 Defect arises from Buyer’s failure to follow instructions or good practice;
9.5.3 Buyer alters or repairs Goods without consent.
9.6 Subject to Conditions 9.4 and 9.5, if the Goods do not conform with the warranty, the Company shall repair, replace, or refund them at its discretion.
9.7 If the Company complies with Condition 9.6, it shall have no further liability.
9.8 Any replaced Goods will belong to the Company and repaired or replacement Goods will carry the original warranty for the unexpired portion.
10. Limitation of Liability
10.1 Subject to Condition 9, this Condition sets out the entire liability of the Company to the Buyer for:
10.1.1 any breach of these Conditions; and
10.1.2 any representation, statement or tortious act including negligence.
10.2 Nothing excludes or limits the Company’s liability for:
10.2.1 death or personal injury caused by negligence;
10.2.2 fraud or fraudulent misrepresentation; or
10.2.3 any liability that cannot legally be limited.
10.3 Subject to 10.2:
10.3.1 The Company’s total liability shall be limited to the price of the Goods; and
10.3.2 The Company shall not be liable for any indirect or consequential loss including loss of profit, business or goodwill.
11. Intellectual Property
11.1.1 Buyer Materials shall belong to the Buyer;
11.1.2 Company Materials shall belong to the Company, subject to a licence for the Buyer to use them for receiving the Goods.
11.2 Where Goods are manufactured to the Buyer’s specification, the Buyer shall indemnify the Company against all claims for infringement of third-party intellectual property rights. This clause shall survive termination.
12. Assignment
12.1 The Buyer may not assign the Contract without the Company’s written consent.
12.2 The Company may assign or subcontract any part of the Contract.
13. Force Majeure
The Company may defer delivery, cancel the Contract, or reduce volumes without liability if prevented or delayed due to circumstances beyond its control including acts of God, war, riots, fire, flood, epidemic, strikes, or supply issues.
14. General
14.1 Each right or remedy of the Company is without prejudice to others.
14.2 The Contract constitutes the entire agreement between the parties.
14.3 The Buyer acknowledges it has not relied on any statement not expressly in the Contract.
14.4 If any provision is found invalid, it shall be severable and the rest shall remain in force.
14.5 Failure or delay by the Company to enforce any provision will not constitute a waiver.
14.6 Any waiver must be in writing and shall not constitute a waiver of subsequent breaches.
14.7 No term is enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
14.8 The Contract shall be governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.
15. Notices
15.1 Any notice must be in writing and delivered by hand, first class post, or facsimile to:
15.1.1 The Company’s registered office (or other notified address); or
15.1.2 The Buyer’s address as set out in the Acknowledgement.
15.2 Notices are deemed received:
15.2.1 By post: 2 days after posting;
15.2.2 By hand: on the day of delivery;
15.2.3 By fax: same day if before 4pm, otherwise next working day.
15.3 Notices to the Company shall be marked for the attention of the Company Representative.