In these terms “you” and “your” as appropriate refer to the Client and “us”, “our” and “we” refer to Business Interiors Solutions Limited.
“Conditions” means the standard terms and conditions of sale set out in this document.
“Contract” means the contract for the sale of Goods between Business Interiors Solutions Limited and you.
“Delivery Date” means the date of delivery of the goods, or if applicable, the completion of the Installation Works.
“Goods” means the Goods (including any instalment of the Goods or any part of them) which we are to supply to you in accordance with these Conditions.
“Installation Works” means the installation and fitting of any Goods supplied by us.
“Quotation” means any specification or details of the Goods and their price which is given by us to you in writing.
The headings in these Conditions are intended for reference only and shall not effect their construction.
1.1. These Conditions apply to all Contracts between us for the sale of Goods and exclude all other terms and conditions (including any terms or conditions that you may include in any order) and these Conditions supersede any previous agreement or understanding between us.
1.2. Unless we give you written confirmation signed by the proprietor no alteration to these Conditions will apply.
2. Orders and Specifications
2.1. All descriptions and illustrations of Goods in any catalogue, brochure, price list or in any other document provided by us are intended for general guidance only and do not form part of any Contract between us. We provide them in the belief that they are as accurate as reasonably possible but cannot warrant their accuracy. We accept no liability for any loss or damage resulting from any error or omissions in such documents and cannot be held liable in any circumstances for any loss or damage resulting from your reliance on such descriptions or illustrations.
2.2. You are solely responsible for ensuring the accuracy of the terms of any order (including any applicable specification you submit), and for giving us any necessary information to enable us to perform the Contract.
2.3. We reserve the right to make any changes in the specification of the Goods without notice to you which are required to conform with any applicable statutory or EC requirements.
3. Performance, suitability, etc.
While we will do our best to comply with any requirements you may notify us of, you are responsible for ensuring that the Goods are suitable for your purpose, meet your requirements and are in accordance with any description put forward by you.
Unless otherwise expressly provided, all prices are exclusive of delivery and Value Added Tax (“VAT”). VAT will be charged at the appropriate rates.
5.1. Unless otherwise expressly provided, payment is due in full not later than 30 days after the date of the invoice. If you have not paid in full by this date then: –
5.1.1. interest will be payable (before and after any judgement) at a rate of 4 per cent above Lloyds Bank Plc’s base rate from time to time in force, calculated on a daily basis on the amount outstanding until it has been paid in full; and
5.1.2. we shall be entitled to bring an action against you for payment whether or not any Goods remain to be delivered to you.
5.2. The time of payment shall be of the essence of this contract.
5.3. If you have a dispute or counterclaim with us, you will not be entitled to make any reduction in or deferment of payment because of that dispute or counterclaim.
6.1. We will use our best endeavours to meet any specified Delivery Date but such dates are estimates only and we shall not be liable for the consequences of any delay.
6.2. We shall in any event be entitled to extend the delivery period where delay is caused by factors outside our reasonable control. Time for delivery shall not be of the essence of the contract unless previously agreed by us in writing.
6.3. When appropriate, Goods will be delivered to the delivery address supplied by you. You are considered to have given authority to any of your employees to accept delivery on your behalf and to sign the delivery note.
6.4. We may deliver the Goods by instalments. Each instalment shall constitute a separate contract and failure by us to deliver any one or more of any of the instalments in accordance with these Conditions, or any claim by you in respect of any one or more instalments, shall not entitle you to treat the Contract as a whole as repudiated.
6.5. If we accept responsibility for failure to deliver the Goods (or any instalment) our liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar Goods to replace those not delivered.
6.6. If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then, without prejudice to any other right or remedy available to us, we may store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage.
7. Reservation of title and risk
7.1. Notwithstanding delivery of the Goods, we still own them until you have settled all invoices relating to them and any other contracts between us.
7.2. You are responsible for the risk of damage to the Goods as soon as they are delivered to you (or when they should have been delivered but were not in accordance with paragraph 6.6.) or when the Installation Works have been completed, whichever is the later. You must insure the Goods and if the Goods are lost, damaged, or destroyed before you have paid for them, you must hold the proceeds of insurance for and to our order pending payment. You are not entitled to delay payment of any invoice due until you have been paid by your insurers.
7.3. Until payment in full of all invoices you shall hold the Goods as our fiduciary agent. The Goods shall be stored separately from any goods belonging to you or any third party, and shall be clearly marked and identifiable as being our property.
8. Warranties and Liability
8.1. In respect of any Goods provided, and subject to paragraph 8.2 below, we warrant that the Goods are of sound workmanship and materials and, as far as reasonably possible, correspond with their specification.
8.2. Where we have supplied in connection with the Contract any Goods supplied by a third party, we do not give any warranty, guarantee, or other terms as to their quality, fitness for purpose, or otherwise. We will, however, where possible, assign to you the benefit of any warranty, guarantee or indemnity provided to us.
8.3. Our liability under the warranty set out in paragraph 8.1 will be limited to the replacement, free repair or issue of credit against any Goods acknowledged by us to be faulty, provided that such faults have not been caused by your misuse, wilful damage, fair wear and tear, negligence, or failure to follow the manufacturer’s instructions (whether oral or in writing) and only where the Goods have been paid for in full.
8.4. In order to make a claim under this warranty you must within 14 days of the Delivery Date (or if later the time specified by the manufacturer of the Goods), or where the defect was not apparent on reasonable inspection on delivery within a reasonable time after discovery of the defect or failure and confirm to us in writing details of your complaint. We will then send a representative to visit you and examine the relevant Goods and if we consider that there is a fault we may at our sole discretion either:-
8.4.1. at our own expense replace the Goods; or
8.4.2. reduce the contract price by an amount equivalent to that proportion of the price payable in respect of the faulty Goods.
8.5. We shall not be liable for any economic loss suffered by you as a result of the failure of any Goods to conform to the contract specification, including loss of profits, business, goodwill or other consequential losses.
8.6. All other warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of us or affect your statutory rights if you are acting as a consumer.
You may not cancel an order you have placed unless we agree to such cancellation and you indemnify us against any loss and expenses incurred. Any Goods returned without our consent will not be accepted for credit.
10. Default or Insolvency
10.1. If: –
10.1.1. you fail to honour any of your obligations to us under this contract or you breach them; or
10.1.2. any distress or execution is levied on you; or
10.1.3. you offer to make an arrangement with your creditors or commit any act of bankruptcy or if any petition of bankruptcy is presented to you, or (if you are a company) any resolution or petition to wind up such a company’s business (other than for the purposes of amalgamation or reconstruction) is passed or presented or you have a Receiver, an Administrator or Administrative Receiver appointed over all or any of your assets or take or suffer similar action, or if we have reasonable cause to believe that any of these events is likely to occur, then we shall have the right , without prejudice to any other remedies:-
10.1.3.1. to enter, without prior notice, any of your premises where Goods owned by us may be and to repossess and dispose of any Goods owned by us so as to discharge any sums owed to us by you under this or any other contract;
10.1.3.2. to require you not to re-sell or part with possession of any Goods owned by us until you have paid in full all sums due to us under this or any other contract;
10.3.1.3. to withhold delivery of any undelivered Goods and stop any Goods “in transit”.
11. Force Majeure
In addition to the right to extend the delivery period referred to in paragraph 6 above, we reserve the right to suspend or postpone performance of the contract in the event of strike, lock-out, dispute, breakdown, accident, force majeure or any other circumstance beyond our reasonable control.
We may license, assign or sub-contract all or any of our rights and obligations under this contract without your consent.
13. Waiver and Severance
No waiver or breach of these Conditions shall breach our rights in respect of any subsequent breach.
14. Applicable law and jurisdiction
This contract shall be deemed to have been made in England, the law applicable to it is the Law of England, and the English Courts shall have exclusive jurisdiction.
If you have any questions, please don’t hesitate to contact us