 |
 |
Terms and Conditions of Sale |
|
|
1. DEFINITIONS (in these conditions)
"Seller/Company" means "Bowden and Dolphin Limited" and/or any of its Associated or Subsidiary Companies.
"Buyer" means the person who accepts an estimate of the Seller/Company for the sale of the goods or whose order for the goods is accepted by the Seller/Company.
"The Customer" means the person, firm or company entering into the contract with the Company.
"The Contract" means the contract between the Seller/Company and the Customer.
"Goods" means any goods or materials to be manufactured by the Company and/or supplied to the Customer/buyer under the terms of the contract.
"The Works" means the manufacture, installation or maintenance of signs or other equipment by the Company under the terms of the contract.
"Export Contract" means a contract where the goods are being sold to a purchaser whose place of residence is outside the United Kingdom of Great Britain and Northern Ireland.
2. GENERAL
a) Unless otherwise agreed in writing by one of the Directors of the Company, all quotations are made and all orders accepted are subject to these conditions and shall override any conditions or stipulations incorporated or referred to by the Customer whether in the order or in any negotiations verbally or in writing.
b) Any quotation given by the Company shall not constitute an offer but shall constitute an invitation to treat.
3. PRICE
a) All tenders and quotations are exclusive of VAT, which will be charged at the rate applicable at the date of invoice.
b) All prices for delivery within the UK are quoted "ex-works". All prices or goods to be exported from the UK are quoted FOB, UK Port.
c) The Company may increase the quoted price and the Customer shall pay such increase price if;
(i) Any special access equipment is, in the opinion of the Company during the course of the performance of the contract, necessary for proper performance of its part of the contract.
(ii) Any drawings, plans or surveys, whether prepared by or on behalf of the Company of the Customer, require any amendment which is either requested by the Customer or which in the opinion of the Company is necessary for the proper performance of its part of the contract.
(iii) Any part of the contract whether at the request of the Customer or otherwise, is to be performed outside the normal working hours 9.00am to 5.30pm Monday to Friday.
(iv) Any additional work or labour is required to complete the contract which was not part of the scope of works indicated in the original quote. In the case of construction and building companies, any additional work or labour required will be subject to the rates of the Company, unless otherwise agreed prior to the execution of the extra works or labour. In this case, any extra work or labour must be requested in writing and rates agreed before any further action can be taken.
(v) The cost to the Company of any materials to be used in the works increases as a result of circumstances outside the control of the company.
(vi) When the Companys operatives arrive on site on a pre arranged or agreed date with the customer, and they are not able to complete or start the agreed works due to un-prepared or incomplete areas where the Company are due to install or work, and hence results in an extra visit by the Company which was not part of the original quote.
(vii) Where local authority permits are required to undertake any works, and a certain period of notice is required by that authority, the customer insists that the work continues without the Company receiving clearance from the authority, and the Company have made it clear to the Customer that clearance has not been granted in the form of a permit
d) Unless specifically mentioned on the face of the quotation or any written contract, the price does not include the cost of removal and disposal of any old signs or other of the Customer's property from the Customer's premises. The cost of such removal and disposal will be an additional charge to the price and will be added to the invoice.
e) Quotations are valid for 90 days unless otherwise stated.
4. PAYMENT
a) UK Contract
The Company reserves the right to require payment by cash on delivery or cash against invoice for non-account customers, or first time account customers. Otherwise, payment is due 30 days after invoice date.
b) Export Contracts
Payment shall be made against invoice before performance of the contract commences unless otherwise agreed in writing by the Company.
Customers outside the UK should note that the Company requires letters of credit to be irrevocable and confirmed through a UK registered Bank.
c) All Contracts
Any sums not paid by the Customer by the due date shall bear interest at the rate of the bank base lending rate per annum or part thereof from the date when payment is received by the Company.
d) The time of payment shall be of the essence of this contract.
e) The foregoing provisions will be an addition and without prejudice to all other remedies available to the Company for non payment.
f) Either remittance or two approved trade references and a bankers reference should accompany orders from buyers who have no previous account with the Company. There is a minimum order value of £25 and buyers are requested to consolidate their requirements whenever possible.
G) For contracts that are considered by the Company to require interim payments, a pre arranged agreement with the customer will be requested prior to commencing the contract.
5. WARRANTY
a) The Company agrees at its own cost and at its own option to repair or replace any of the goods or parts thereof, and to repair or rectify any defects in the works which in each case are proved to the Company to be faulty due to bad workmanship or materials, provided in such case that such fault is notified to the Company in writing within a period of six months from the date of delivery of the goods or completion of the works or in the case of a Maintenance Contract, within one month from the completion of the works.
b) The Company specifically exempts from the provisions of this clause any part or parts of the goods which were not manufactured by the Company. In the case of such goods the customer shall be entitled to the benefit of any rights obtained by the company in the Company's contract to purchase the goods or parts thereof.
c) A guarantee period of 6 months is considered good practice by the Company, but is still at the discretion of the company. Factors such as placement of the signs and any concerns by the Company at the time of installation or delivery will be taken into account.
d) Any form of banner is considered as a temporary sign, and as such is not covered by a guarantee, although the company may specify a life expetency at its discretion.
6. LIMITATION OF LIABILITY
Subject to the provisions of clause 5 hereof it is hereby specifically agreed:
a) If the Customer has examined a sample of goods produced by the Company, the goods shall be deemed to correspond with their description if they correspond with the sample, not withstanding the goods may have been described by the Company.
b) If the Customer has examined the goods or has been provided with plans, drawings or specifications or other information by the Company relating to the goods or the works, the Customer must make their own judgement as a result of such examination or plans specification and other information, and must inform the Company of any errors or changes prior to commencing the contract.
c) No warranty condition, description or representation on the part of the Company is given or implied by these conditions, nor is any warranty condition, description or representation to be taken to have been given or implied from anything said or written in negotiations between the parties or their representatives by or on behalf of the Company prior to the contract and all statutory or other warranties conditions descriptions or representations express or implied as to the state, quality of fitness of the goods or the works the subject of the contract are hereby expressly excluded.
d) Without prejudice to the generality of the foregoing, it is specifically agreed that the Company will in no circumstances be liable
i) For any indirect or consequential loss sustained by the Customer as a result of any breach of contract by the Company
ii) For any loss occasioned to the Customer arising out of any damage to or destruction of any property of any type on the Customers premises during the performance of the contract howsoever occasioned.
iii) For any loss or damage suffered by the Customer arising out of any defects in the walls, timbers or other structures to which any sign or other goods may have been affixed, unless the Company has been asked by the Customer to advise and as advised in arrear on the suitability of such walls, timbers or other structure.
iv) For any loss or damage to the goods, or failure to complete the works by a specified day, as a result of inclement weather or severe winds or gales, and supersedes any given guarantee period, unless it can be proved to be due to faulty goods or workmanship. The Company will in no circumstances be liable if the Customer chooses to ignore or disregard the Company's concerns and/or suggestions at the time of agreeing to continue with the contract. On such occasions the Company reserves the right to decline any further involvement and will not be liable for any loss of time and investment by the Customer.
v) If signage is unsuitable or incorrect in dimensions if the information has been provided by the customer or third party by way of a site survey.
vi) For any incorrect execution (on the finished goods) of the supplied artwork, or failure to approve the Company's artwork, by the customer.
vii) For any calculations and structural specifications given by a structural engineer who has been nominated by the Customer, and found to be inadequate or incorrect upon completion of the works.
viii) For any third party accessing the sign or effecting any works on the sign once the Company has completed their part and left the site.
ix) For any electrical supply installed by a third party that results in the completed sign not operating.
e) In the event of the Company being found liable for any loss or damage (not withstanding the provisions of any of these conditions), the liability shall in no event exceed the contract price.
f) Nothing in these conditions shall restrict the liability of the Company arising out of any defect in the goods or the works due to the negligence of the Company that causes death or personal injury.
g) The Company's liability shall in any event cease if:-
i) The Customer shall not have paid in full any invoices from the Company on the due date.
ii) The Company's representatives are denied full and free right of access to the goods and/or the site where the works have been affected.
iii) The Customer permits persons other than those approved or authorised by the Company to effect any replacement of parts, maintenance, adjustment or repairs to the goods or the works.
iv) The Customer has not properly maintained the goods in accordance with the instructions pamphlets or directions given or issued by the Company from time to time.
v) The Customer has used any spare parts or replacements not manufactured by or on behalf of the Company and supplied by it, or fails to follow the Company's instructions for the use of same.
vi) The Customer permits any additions or alterations to be made to the goods of whatever kind without the Company's approval in writing.
h) In the event of any claim being made against the Customer by reason of any matter referred to and in respect of which the Company is liable under these conditions, the Customer shall notify the Company in writing within fourteen days of receipt by them of notice of such claim. In these circumstances the Company may on its election conduct all negotiations for the settlement of the said claim and any litigation that may arise there from. The Customer shall not, unless and until the Company shall have failed to take over the conduct of such negotiations or litigation, make any admission which might be prejudicial thereto. The Customer shall at the request of the Company afford all available assistance for any such purpose. Not withstanding the provisions of any other clauses in this agreement, if the Customer shall be in default of its obligations under this clause, the Company shall be under no liability to indemnify the Customer in respect of any such claim.
7. PERFORMANCE
a) Where a period is named for performance of the contract, unless such a period is extended by mutual consent in writing, the Customer shall accept performance within that period.
b) Any time or date for performance of the contract named by the Company is an estimate only and the Company shall not be liable for the consequences of any delay caused by third parties, or by failure on the part of the Customer to confirm details or artwork by a specified day.
c) The Customer shall provide to the Company such details as may be necessary or may be required by the Company to enable the Company to perform the contract.
If for any reason the Customer fails to provide such details, or if for any reason not related to any act of default by or on the part of the Company, the Customer is unable to accept the performance of the contract at the time when the Company is ready and willing to perform the contract, the Customer shall indemnify the Company in respect of any losses occasioned to the Company by reason of such failure on the part of the Customer.
d) Should any default be made by the Customer in paying any sum due under this or any contract between the parties as and when it becomes due, the Company shall have the right either to suspend all further performance of the contract until such default is made good to cancel the contract so far as any goods remain to be delivered or work remains to be done there under.
|
|
|
 |
|
