Breasley (UK) Ltd
Unit 1-2, Furnace Road Industrial Estate, Ilkeston,
Derbyshire, DE7 5EP.
Tel: 0115 9445604
Conditions Of Sale
“The Buyer” means the person or company who accepts a quotation of the Company for the sale of the Goods or by the Company or whose order for the Goods from the Company is accepted by the Company.
“The Company” means Breasley (UK) Limited.
“Conditions” means these terms and conditions of sale and any special terms and conditions agreed in writing by the Company.
“Delivery Date” means the estimated date for the delivery of the Goods.
“Goods” means the goods (including any instalments of the goods or any parts for them) that the Buyer agrees to buy from the Company.
“Price” means the price for the Goods (excluding carriage, packing, insurance and VAT).
2. Conditions Applicable
2.1. Unless otherwise agreed in writing the Conditions shall prevail over any inconsistent terms implied by law or by trade custom practice or course of dealing and any inconsistent terms are hereby expressly excluded.
2.2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4. No contract shall come into existence unless agreed in writing to the contrary until the Buyer’s written order has been accepted in writing by the Company.
2.5. Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.6. Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3. Price and Payment
3.1. All prices quoted by the Company are exclusive of Value Added Tax and are those ruling at the date of despatch. The Company reserves the right to vary the Price at any time without notice. The price shall be paid in sterling by the Buyer unless otherwise agreed in writing.
3.2. Subject to any special terms agreed in writing the Company shall be entitled to invoice the Buyer for the price of the Goods on or at any time after 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 Company shall be entitled to invoice the Buyer for the Price at any time after the Company has notified the Buyer that the Goods are
3.3. Ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
3.4. The payment terms are 10th of the month following invoice date unless otherwise agreed in writing.
3.5. In the event that payment shall not have been made on the due date then the Company shall be entitled to recover interest from the Buyer on the balance outstanding at the rate of 2% per month compounded monthly for the period from the due date to the date of payment.
4. The Goods
4.1. The quantity and description of the Goods shall be as set out in the Company’s quotation.
4.2. The Goods shall be manufactured and supplied in accordance with all applicable British Standards which relate specifically to the Goods.
4.3. The Company may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety, statutory or E.C. requirements or which do not materially affect the quality or fitness for purpose of the Goods.
4.4. No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company 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 Company as a result of cancellation.
5.1. Delivery shall be at the delivery address specified in the quotation or order acknowledgement or as agreed.
5.2. Delivery dates mentioned in any quotation order acknowledgement or elsewhere are approximate only and not of any contractual effect. The Company shall not have any liability for loss or damage (including loss of profit and consequential loss) to the Buyer in respect of any failure to deliver on any particular date or dates.
5.3. Time of delivery of the Goods is not of the essence.
5.4. Delivery of the Goods may be totally or partially suspended by the Company during any period in which it is prevented or hindered from such delivery reason of any circumstances beyond its control (including but limited to the default of any person firm or company engaged by the Buyer) and such suspension shall not give rise to any
claim by the Buyer against the Company nor shall it give the Buyer the right to terminate any agreement with the Company.
5.5. If the Buyer refuses or fails to take delivery of goods delivered by the Company hereunder the Company shall be entitled to immediate payment in full for the goods so tendered and to store the same at the risk of the Buyer. The Buyer shall in addition to the Price pay all the costs of such storage and any additional costs incurred as a result of such refusal or failure. The Company shall be entitled after the expiration of 3 months from the date upon which the Price become payable to dispose of the Goods in such a manner as the Company may determine.
5.6. The Buyer shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. The Company shall promptly upon request supply all documents reasonably required by the Buyer for this purpose.
6. Acceptance of the Goods
6.1. The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
6.2. After acceptance the Buyer shall not be entitled to reject the Goods which are not in accordance with the Contract.
7. Title and Risk
7.1. The property in all the Goods to be delivered by the Company shall remain vested in the Company until payment due under all contracts between the Company and the Buyer has been made in full
7.2. Until the payment in full as above the Buyer shall keep the Goods in the capacity of fiduciary owner and where possible keep and safely store such goods in such a way that they can be readily identified as the property of the Company provided always that the Company is hereby irrevocably authorised to enter on to the premises of the Buyer and repossess the Goods or any other Goods in the Buyer’s possession the property in which is vested the Company.
8.1. The Company shall have no liability whatsoever (howsoever arising) in relation to 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 Company its employees or agents or otherwise) suffered by the Buyer or any third party arising from the supply and/or installation or use of the Goods (howsoever caused).
8.2. The Buyer acknowledges that he has examined the Goods and has satisfied himself from that examination that the Goods are of merchantable quality and the Goods are fit for the purpose in reliance on his own skill and judgement and that he has not relied on skill or judgement of the Company.
8.3. The Company shall not be liable in respect of any defect whatsoever unless the Buyer notifies the Company in writing of such defects within 7 days of delivery but the liability of the Company in that respect shall be limited to a free replacement but not further or otherwise.
8.4. The Company shall not be liable to the Buyer or be deemed to be in breach of this contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control.
9. Export Terms
9.1. Where the Goods are supplied for export from the United Kingdom the provisions of this Clause 9 shall (subject to any special terms agreed in writing between the Company and the Buyer) apply notwithstanding any other provision of these Conditions.
9.2. The Buyer shall be responsible for complying with any legislation or regulations governing the importance of the Goods into the country of destination and for the payment of any duties thereon.
9.3. The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment or in respect of any damage during transit.
10.1. Notices given hereunder shall be in writing and sent by first class post and addressed to the other party at its last known address or principal place of Company or its registered office and any such notice sent by post shall be deemed to have been received 48 hours after the letter containing the notice has been properly addressed stamped and put in the post.
11. Jurisdiction and Choice of Law
11.1. All orders accepted by the Company and any dispute or litigation arising there from shall be governed by English law and be subject exclusively to the jurisdiction of the English Courts.