In these conditions the following words shall have the following meanings:- ‘the Company’ shall mean Briggs Industrial Footwear Limited ‘the Goods’ shall mean all or any of the products which are the subject of a contract between the Company and the Buyer ‘the Buyer’ shall mean the person who buys or who agrees to buy the Goods.GENERAL
Unless otherwise agreed in writing by the Company, these conditions only shall apply to and govern all contracts for the sale and supply of goods. Any other conditions issued by the Buyer, whether before or after it has notice of these conditions, shall be disregarded.ACCEPTANCE
A quotation is open for a period of 30 days only from the date thereof, provided that the Company has not previously withdrawn it. Any order issued by the Buyer is subject to acceptance by the Company and a Contract will only be formed when the Company has accepted the Buyer’s offer to buy in writing. Any offer made by the Buyer verbally should be confirmed in writing.
All prices quoted are those ruling at the time of quotation or, as the case may be, at the time of publication of the Company’s price list. Unless otherwise clearly stated by the Company, prices quoted are ex warehouse, exclusive of delivery charges and VAT and all such items will be charged extra. In the event of the Buyer varying any agreed call off rate, the Company reserves the right to charge prices appropriate to the changed call-off rate.
Unless confirmation of telephoned orders is clearly marked on the official orders, the Company will accept no responsibility for duplication of despatch. No cancellation of any order will be effective unless it is in writing and accepted by the Company. Upon the agreed cancellation of an order the Purchaser may be liable to a cancellation charge. Amendments may also be subject to a similar liability. On no account will cancellation be accepted for items specially purchased on the customer’s behalf.
All times quoted for delivery or for collection, as the case may be, are given in good faith, but are estimates only. The Company shall not be liable for any loss whatsoever or howsoever arising, caused by its later delivery or by its failure to make the Goods ready for collection on the due date, time in this respect not being of the essence. The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment. Payment for such instalment shall be in accordance with conditions for pricing and payment hereof.
RISK AND THE PASSING OF PROPERTY
Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, as the case may be, the Buyer or its agent. Notwithstanding the risk passing, full legal and beneficial title to the Goods shall only pass to the Buyer when the Goods have been paid for in full. Until then the Buyer shall hold the goods as bailee for the Company and if the Buyer sells the Goods before payment in full has been made, any sale proceeds shall be held by the Buyer as trustee for the Company. The Company reserves the right to withhold delivery of any Goods, against any contract with the Buyer, or to cancel any contract, if monies owing to the Company in respect of other Goods or contracts, have not been paid by the Buyer on the due date and the Company shall incur no liability in respect of such withholding of delivery or cancellation. The Company further reserves the right to repossess any Goods in respect of which payment is overdue and the Buyer shall co-operate in the event of the Company notifying it of its intentions to repossess.
NON DELIVERY AND DAMAGE IN TRANSIT
The Buyer shall be under a duty, where possible, to examine the Goods on delivery or on collection, as the case may be. Where the Goods cannot be examined, the carrier’s note or such other note as appropriate should be marked ‘not examined’. It is a condition precedent of any liability on the Company’s part that any shortage in the Goods, or any damage in transit by notified to the Company within 3 days of delivery or collection, or where Goods have not been delivered, such non-delivery must be notified to the Company within 7 days of receipt of invoice.
Where the Company supplies goods which were not ordered by a buyer, the Company will refund all reasonable costs incurred by the Buyer in returning the Goods and will replace the Goods which were ordered. In all other cases, returned Goods shall only be accepted by the Company by prior agreement and then only if return carriage is pre-paid by the Buyer; a restocking charge of 15% of the goods value will apply to authorised returns.
DEFECTS AND LIABILITY
Except where the Company enters into a separate maintenance contract in respect of the Goods (and where the exception applies the provisions of the maintenance contract shall prevail) the Company shall, as soon as it is reasonably able to do so, replace or, at is option, repair any Goods in which defects appear under normal use within 90 days of delivery or collection and where such defects are solely attributable to the Company’s faulty design, materials or workmanship.Save as aforesaid, or where damage to or defects in the Goods are caused by the Company’s negligent handling or storage of the Goods, the Company excludes all liability of whatsoever nature and howsoever arising for loss or damage (save in the case of death or personal injury caused by the Company’s proven negligence) including consequential loss arising out of defects in the Goods.The Company shall pass to the Buyer the benefit of any guarantee it has from the manufacturer of the Goods.
Whilst the Company takes very precaution in the preparation of its catalogues, technical circulars, price lists and its other literature, these documents are the Buyer’s general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company shall not be bound thereby.
Without prejudice to Condition 8 hereof, save in a consumer sale and that the Company warrants that it has the unencumbered right to sell the Goods, no other warranties or conditions, express or implied, in relation to the Goods shall be deemed to be incorporated in any contract. In particular, the Buyer must use its own skill and judgement to satisfy itself that the goods are of merchantable quality and are fit for the purpose(s) for which the Buyer intends to use them.
The Company shall not be liable to the Buyer in contact, tort or otherwise for any loss whatsoever, including consequential loss, airings as a result of manufacture or delivery of all or some of the Goods being delayed or prevented by circumstances outside the Company’s reasonable control, including, but without limitation, delays by its suppliers, strikes, lockouts, war, riots, fire, flood, Government intervention, Act of God, accidents or breakdown of machinery. In such circumstances delivery or collection shall be suspended, and if the Goods cannot be delivered or collected within three months from the due date, the Buyer may, at its option, cancel the Contract for the Goods without liability to the Company, save that where the Goods have been specially obtained for the Buyer and, in the Company’s reasonable option, there is no readily available market for them, the Company shall be entitled to charge the Buyer for the costs and expenses incurred in respect of the Goods.
No Goods are supplied on credit terms, unless previously agreed in writing by the Company and such credit terms, once granted may be withdrawn by the Company at any time.Unless specifically agreed, all credit accounts must be settled in full within 30 days of date of the invoice.The Company reserves the right to charge interest at the rate of 1% per annum over the Company’s Bank overdraft rate from time to time in force, on all overdue accounts. Except where credit terms apply, orders are accepted only as to cash with order or, if agreed, cash on delivery. Payments by means of credit cards will incur a surcharge at the rate applied by our credit card processor.
This contract shall be covered by English Law and the parties hereto agree to submit to the jurisdiction of the English Courts.