BENLOWE GROUP LIMITED
TERMS AND CONDITIONS OF SALE
1. DEFINITIONS AND INTERPRETATION
1.1 "Contract" means a contract for the sale of Goods and Services made by or on behalf of the Supplier with a Customer incorporating these terms and conditions of sale;
"Credit Account" means any credit account established with the Supplier as agreed between the parties following receipt of satisfactory trade references;
"Customer" means a person to whom the Supplier supplies or is to supply Goods and Services pursuant to a Contract, as stated in an Order;
"Goods" means the goods which the Supplier supplies pursuant to a Contract;
"Order" means an order in writing for the Goods and Services received by the Supplier from the Customer;
"Pro-forma Invoice" means the standard form invoice used by the Supplier in the absence of a Credit Account having been established;
"Services" means the services which the Supplier provides pursuant to a Contract;
"Supplier" means Benlowe Group Limited a company registered in England and Wales under number 3779009 whose registered office is at Park Road, Ratby, Leicester, Leicestershire LE6 0JL;
"Working Day" means any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday or a bank holiday.
2. APPLICATION AND ENTIRE AGREEMENT
2.1 These terms and conditions shall govern and be incorporated into every Contract, and shall constitute the entire agreement between the parties, superseding all previous agreement between the parties relating to such matters, acceptance of delivery of the Goods or performance of the Services (without prejudice to condition 3 or any other manner in which acceptance of these terms and conditions may be evidenced) being unqualified acceptance of these terms and conditions which shall prevail over any terms or conditions (whether or not inconsistent with these terms and conditions) contained or referred to in any correspondence, Order, documentation submitted by the Customer or elsewhere or implied by custom, practice or course of dealing.
3. QUOTATIONS AND ACCEPTANCE
3.1 A quotation by the Supplier does not constitute an offer and the Supplier reserves the right to withdraw or revise a quotation at any time before it accepts an Order.
3.2 The Supplier's acceptance of any Order shall be effective only where such acceptance is on the Supplier's order acknowledgment form and signed by an authorised representative of the Supplier.
3.3 Where a Credit Account is established between the parties the Supplier may require the Customer to provide satisfactory trade references and undergo credit check procedures. If at any time the Customer wishes to withdraw from the Credit Account arrangement, it may do so by written notice to the Supplier and payment of all outstanding sums due from the Customer to the Supplier.
4. DELIVERY AND PERFORMANCE
4.1 The dates mentioned in any quotation, Order, acceptance form or elsewhere for delivery of the Goods and/or performing the Services are approximate only and time for delivery or performance is not of the essence
4.2 The Supplier will deliver the Goods or provide the Services at the Customer's premises unless otherwise stipulated in the Order or agreed by the Supplier.
4.3 The cost of delivery of the Goods in the UK mainland is included in the price unless notified by the Supplier to the Customer, but the Supplier may make an additional charge for delivery in the UK otherwise than by its normal carrier, for express delivery, or to an area where there is restricted access or any unusual or additional offloading requirements.
4.4 Unless otherwise agreed in writing, the Customer shall unload the Goods immediately on their arrival at the Customer's premises. The Customer is solely responsible for unloading the Goods at the point of delivery and shall indemnify the Supplier against any loss, liability and cost arising as a result of any assistance provided by the Supplier or its sub-contractors to the Customer in the unloading, loading or other removal of the Goods from the point of delivery.
4.5 If the Customer refuses or fails to take delivery of Goods delivered in accordance with a Contract or does not take any action necessary on its part for delivery of the Goods, the Supplier may immediately terminate the Contract and recover from the Customer any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, re-delivery costs, disposal costs and/or storage costs from the due date of delivery).
4.6 Unless otherwise expressly agreed, the Supplier may effect delivery of Goods contained within an Order in instalments. Where delivery is by instalments, the Supplier may elect to treat each instalment as a separate Contract.
4.7 Section 32(2) of the Sale of Goods Act 1979 does not apply and the Supplier is not required to give the Customer the notice specified in section 32(3) of that Act.
5. RISK AND TITLE
5.1 Risk for the Goods passes on delivery but title to the Goods (whether separate and identifiable or incorporated in or mixed with other goods) remains with the Supplier until the Customer pays to the Supplier the agreed price for the Goods (together with any accrued interest at the rate specified in condition 7.5) and all other amounts owed by the Customer to the Supplier in respect of any other Contract.
5.2 If the Customer resells any Goods in which title has not passed to the Customer, such resale shall (as between the Supplier and the Customer only) be made by the Customer as agent for the Supplier.
5.3 At any time before title to the Goods passes to the Customer the Supplier (or its agents) may (without prejudice to any other of its rights):
5.3.1 retake possession of all or any part of the Goods not yet incorporated into any building works and enter any premises for that purpose; and
5.3.2 require delivery up to it of all or any part of the Goods not yet incorporated into any building works.
5.4 From the time of delivery until title in the Goods passes to the Customer in accordance with condition 5.1, the Customer shall insure the Goods for their full value with a reputable insurer and, if the Supplier so requests, ensure that the Supplier's name is noted on the insurance policy. Until title in the Goods passes to the Customer, the Customer shall hold the proceeds of any claim on such insurance policy on trust for the Supplier and shall immediately account to the Supplier with the proceeds.
6. PRICE
6.1 The price and quantity for each item of the Goods and Services to be paid by the Customer are those in the Supplier's order acknowledgment documentation.
6.2 The Supplier may at any time prior to delivery of the Goods or performance of the Services:
6.2.1 withdraw any discount from its normal prices; and
6.2.2 revise prices to take account of increases in costs including, without limitation, the cost of any goods, raw materials, transport, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.
6.3 All prices are exclusive of VAT unless otherwise stated. The Supplier shall (if applicable) add to the price of the Goods and Services, and the Customer shall pay, an amount equal to any VAT or other sales tax or duty applicable from time to time to sales or supplies of such Goods and Services.
7. PAYMENT
7.1 Where a Credit Account has been set up for the Customer the Customer shall make all payments due to the Supplier under any Contract by cheque or into the bank account specified by the Supplier from time to time in pounds sterling within 30 days of the date of the relevant invoice.
7.2 Where no Credit Account has been set up for the Customer, the Customer shall make all payments due to the Supplier under any Contract by cheque or into the bank account specified by the Supplier from time to time in pounds sterling in cleared funds within 30 days of the date of the Pro Forma Invoice unless an alternative payment profile has been agreed by the supplier.
7.3 Time of payment is of the essence of a Contract and the Supplier reserves the right to suspend the provision of Goods or Services to the Customer where any amounts are overdue under any Contract until all such amounts have been paid.
7.4 The Customer is not entitled to withhold payment of any amount due to the Supplier by way of any set-off or counterclaim.
7.5 If the Customer fails to pay any amount due to the Supplier under any Contract on the due date, interest shall be added to such amount at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 for the period from and including the date of receipt (whether before or after judgment).
7.6 The Supplier may in its absolute discretion require:
7.6.1 payment in full or in part of the price prior to delivery or performance; or
7.6.2 the provision of security for payment by the Customer in such form as is acceptable to the Supplier; and/or
7.6.3 the cessation of any existing Credit Account facility between the parties.
7.7 The Supplier reserves the right to alter or withdraw at any time any credit allowed to the Customer.
7.8 The Supplier may set off any amount owed to it from the Customer against any amount owed to the Customer by the Supplier.
8. INFRINGEMENTS OF THIRD PARTY RIGHTS
8.1 If any claim is made or action brought or threatened which alleges infringement of the IP rights of any third party:
8.1.1 the Customer shall notify the Supplier as soon as it becomes aware of any such claim;
8.1.2 the Supplier shall have control over and shall conduct any such proceedings in such manner as it shall determine; and
8.1.3 the Customer shall provide all reasonable assistance as the Supplier may reasonably request.
8.2 In dealing with any claim for infringement of third party's IPR the Supplier may at its option and its own cost:
8.2.1 modify or replace the Goods or re-perform the Services without reducing the overall performance of the Goods or Services in order to avoid the infringement; or
8.2.2 procure for the Customer the right to continue using the Goods or benefit from the Services; or
8.2.3 repurchase the Goods at the price paid by the Customer less depreciation at the rate the Supplier applies to its own equipment.
8.3 If the Supplier or its employees or agents design the Goods or perform the Services pursuant to a commission from the Customer (whether to fulfil an Order or otherwise), any intellectual property rights created in relation to such Goods or Services shall vest in the Supplier and the Customer shall do or procure the doing of all such further acts and execute or procure the execution (as a deed or otherwise) of all such documents as may from time to time be necessary to give full effect to this condition 8.3.
9. WARRANTY AND LIABILITY
9.1 Subject to condition 9.2, the Supplier warrants that where the Goods and Services are used in the United Kingdom, they will for a period of [two] years from the date of delivery or performance comply with their specification or product description.
9.2 The warranty in condition 9.1 is given on the following conditions:
9.2.1 the Supplier is not liable for a defect in the Goods or Services caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or an act, neglect or default of the Customer; and
9.2.2 the supplier is not liable for a defect in the Goods or Services caused by the Customer's error in relation to measurements or sizing.
9.2.3 the Supplier is not liable for a defect in the Goods or Services unless it is notified to the Supplier within five Working Days of the date of delivery or performance or, if the defect would not be apparent on reasonable inspection, within one month of the date such defect should reasonably have been identified.
9.3 The Supplier is not liable for:
9.3.1 [non-delivery or non-performance unless the Customer notifies the Supplier of the claim within five Working Days of the delivery date of indicated on the quotation, Order, acknowledgment or elsewhere;
9.3.2 shortages in quantity delivered unless the Customer notifies the Supplier of a claim within five Working Days of such deliveries; and]
9.3.3 for damage to or loss of all or part of the Goods in transit (where the Goods are carried by the Supplier or by a carrier on behalf of the Supplier) unless the Customer notifies the Supplier within five Working Days of receipt of the Goods.
9.4 Except as set out in this condition 9, all conditions, warranties and representations, implied by law are excluded to the extent permitted by law.
9.5 Subject to the provisions in condition 9.8 below, the Supplier shall not be liable for:
9.5.1 any indirect, special or consequential loss or damage;
9.5.2 any loss of profits, turnover, business opportunities, anticipated savings or damage to goodwill (whether direct or indirect).
9.6 Subject to conditions 9.5 and 9.8, the entire liability of the Supplier in contract, tort (including negligence or breach of statutory duty) or otherwise for loss or damage to the Customer's tangible property resulting from the Supplier's negligence is limited to an aggregate figure of £100,000 in respect of each event or series of connected events.
9.7 Subject to conditions 9.5, 9.6 and 9.8, the entire liability of the Supplier arising out of or in connection with the supply, non supply or delay in supplying the Goods and Services, or otherwise in connection with each Contract, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, is limited to the price paid for the relevant Goods or Services.
9.8 Nothing in this agreement shall operate to exclude or restrict the Supplier's liability for death or personal injury resulting from negligence; breach of the obligations arising from section 12 of the Sale of Goods Act 1979; or fraud or deceit.
9.9 The Supplier hereby reserves the right to reclaim from the Customer, all costs and expenses incurred by the Supplier, it's employees and agents, in investigating any claims for redress from the Customer which proves to be unfounded.
10. TERMINATION
10.1 On or at any time after the occurrence of any of the events in condition 10.2, the Supplier may:
10.1.1 stop any Goods in transit;
10.1.2 suspend further deliveries to the Customer or performance of the Services;
10.1.3 exercise its rights under condition 5; and
10.1.4 terminate any Contract forthwith by giving notice to that effect to the Customer.
10.2 The events are:
10.2.1 the Customer being in material breach of any obligation under a Contract; or
10.2.2 any meeting, resolution, application or notice given in respect of the Customer's winding up, dissolution, administration, or any composition in satisfaction or scheme of arrangement being entered into or receiver, manager or administrative receiver being appointed or the Customer ceasing or suspending payment of any of its debts or being unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986.
10.3 On termination of a Contract pursuant to condition 10.1.4 or 15.1, any indebtedness of the Customer to the Supplier shall become immediately due and payable and the Supplier is relieved of any further obligation to supply Goods or perform Services to the Customer pursuant to that Contract.
11. CONFIDENTIALITY AND SPECIFICATIONS
11.1 The Customer shall treat all product, customer or business information, drawings, designs and specifications submitted to it by the Supplier as confidential and shall not disclose it to any third party without the Supplier's prior written consent or use it for any purpose except in connection with a Contract or where authorised to do so by the Supplier.
11.2 Condition 11.1 does not apply to information which:
11.2.1 is at the date of disclosure or becomes at any time after that date publicly known other than by the Customer's breach of this condition;
11.2.2 was known by the Customer before disclosure by the Supplier to the Customer;
11.2.3 is or becomes available to the Customer otherwise than from the Supplier and free of any restrictions as to its use or disclosure; and
11.2.4 is required to be disclosed by law.
11.3 All drawings, designs, specifications and other particulars of dimensions or weight submitted by the Supplier are approximate only and the Supplier accepts no liability for any deviation from them, nor for any errors, omissions or other defects in any such materials not prepared by the Supplier.
12. PACKAGING
12.1 The Customer will dispose of all packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.
12.2 The Supplier is entitled to invoice, and the Customer will pay, for the cost of all packaging materials unless they are stated to be returnable and the Customer returns them to the Supplier (at its own cost) in good condition within 30 Working Days of the date of receipt by the Customer.
13. LICENCES AND CONSENTS
If a licence or consent of any government or other authority is required for the supply, carriage or use of the Goods or Services by the Customer, the Customer will obtain such licence or consent at its own expense and produce evidence of it to the Supplier on demand.
14. HEALTH AND SAFETY
The Customer will take any steps specified by the Supplier from time to time to ensure that the Goods will be safe and without risks to health at all times when they are being stored, used, cleaned or maintained by any person at work, or when they are being dismantled or disposed of.
15. GENERAL
15.1 Neither party shall be liable for any delay or failure to perform its obligations due to any circumstances beyond its reasonable control
15.2 The Customer may not assign or deal in any way with all or any part of the benefit of, or its rights or benefits under, a Contract without the prior written consent of the Supplier (which consent shall not be unreasonably withheld or delayed).
15.3 The Supplier is entitled at any time to assign or deal with the benefit of any Contract, or sub-contract any work relating to any Contract.
15.4 Any notice given by one party to the other in connection with a Contract must be in writing and may be delivered personally or by pre-paid first class post (which will be deemed to have been given two Working Days after the date of posting), to the address notified by one party to the other in the Order.
15.5 If any of these terms and conditions are found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other conditions which shall remain in full force and effect.
15.6 A person who is not party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract.
15.7 The rights and remedies provided by any Contract may be waived only in writing and any failure to exercise or any delay in exercising a right or remedy by the Supplier shall not constitute a waiver of that right or remedy or of any other rights or remedies.
15.8 No variation or alteration of any of the provisions of a Contract or these terms and conditions shall be effective unless it is in writing and signed by or on behalf of each party.
15.9 Each party irrevocably agrees to submit to the laws of England and exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with a Contract.
15.10 The use of this Website does in no way alter your statutory rights as a retail customer.