1. Status of Conditions.
These conditions supersede any earlier conditions issued by Bamford & Morris Ltd hereafter referred to as B&M.
2. Acceptance of Order.
(1) Commercial and technical statements made in any B&M quotation are valid for the stated period but shall not bind B&M until they have received an order from the Purchaser and confirmed acceptance of it in writing.
(2) Orders are only accepted under the terms described in the Conditions of Sale, unless specifically agreed in writing by B&M prior to the order being placed.
B&M shall not be bound by any variation, waiver of, or addition to these conditions except as agreed in writing.
All technical descriptions, specifications and information given in B&M data sheets may be changed without notice.
5. Dates and Delivery.
(1) Times or dates specified by B&M
(i) for the preparation of engineering drawings;
(ii) for the manufacture of particular equipment, and
(iii for delivery
are best estimates only and B&M shall not be liable for the consequences of any delay.
(2) Any such delay shall not entitle the Purchaser to cancel his order or to delay any payment beyond the date already agreed in writing between the Purchaser and B&M.
(3) B&M shall not be liable for the consequences of any delay or any failure to deliver caused by force majeure, strikes, lockouts, Act of God or any other cause beyond its control.
B&M reserves the right to increase, without notice, quoted prices after the date of B&M's acceptance of an order to cover:-
(i) Increases by suppliers to B&M.
(ii) Extra cost incurred as a result of the cancellation, alteration, or rescheduling of orders due to the Purchaser’s instructions or lack of instructions.
(iii) Currency fluctuations which increase the cost to B&M of materials and goods imported in the United Kingdom.
(1) Unless otherwise agreed in writing the purchase price shall become payable on the date B&M despatches the equipment or on the date B&M notifies the Purchaser that the equipment is ready for collection ex-works.
(2) Failure to make any payment on the due date shall entitle B&M to charge interest according to the European Directive 2000/35/EC from the date on the sum outstanding at 8 per cent above the reference rate of the time being of the Bank of England.
(1) Whatever destination is specified in the Purchaser’s order, the risk in the equipment shall pass on the date B&M despatches it or on the date B&M notifies the Purchaser that it is ready for collection ex-works; and in this agreement “delivery” means despatch or collection.
(2) The international rules known as Incoterms 2010 shall apply to this agreement.
(1) Insurance cover of the goods in transit shall be the responsibility of the Purchaser.
(2) If B&M shall effect cover, the Purchaser must notify B&M in writing not later than 14 days before the date of despatch.
(3) Upon receipt of the Purchaser’s instructions in writing, B&M will effect cover and charge the Purchaser accordingly.
(4) Should the goods be lost or damaged, or be the subject of any claim arising during the shipment, it shall be the Purchaser’s responsibility to make any claims upon the insurance company concerned.
(5) Any such claim shall not entitle the Purchaser to delay any payment beyond the date already agreed in writing between the Purchaser and B&M.
(1) All B&M products are guaranteed against any manufacturing or material defect for a period of 18 months from the date of despatch or collection from B&M works or those of a nominated sub contractor.
(2) Should any defective parts be returned to the works within the guarantee period at the Purchaser’s expense then B&M undertake to replace or repair the defective parts free of charge provided always that:
(a) All transit costs shall be paid by the Purchaser.
(b) Any defective parts which are replaced shall become the property of B&M.
(c) B&M shall not be liable for any defect or for any damage the defect causes, which appears after the expiry of the guarantee period.
(d) Only those items of equipment manufactured by B&M shall be replaced or repaired free of charge. Any other items will be covered only by the guarantees, if any, given by the manufacturers of those items.
B&M will not be liable to the Purchaser for any consequential or other indirect or incidental damages, losses or expenses, however arising, in connection with the performance of this agreement.
12. Cancellation of Order.
No cancellation of an order will be effective until accepted by B&M in writing. If accepted in writing, the Purchaser shall be liable for payment of all costs incurred during the manufacturing process up to the date that B&M accepts the order cancellation plus 15% of the total incurred value.
13. Recovery of Goods.
(1) Until payment in full the equipment supplied shall remain the property of B&M and may be recovered by B&M at any time. The Purchaser shall not sell, charge or in any other way dispose of the equipment until payment in full; but if it deals with the equipment in contravention of this provision it shall pay the proceeds of such dealing into a separate bank account and hold the same upon trust for B&M to the extent that it is then or subsequently indebted to B&M as a result of the purchase of the equipment or any other transaction.
(2) Until such recovery the Purchaser shall maintain the equipment in good condition and insured against damage or loss. Any insurance moneys received by the Purchaser shall be related as provided in sub-paragraph (1) above
14. Patents etc.
The Purchaser warrants that any design or instruction given by the Purchaser or on its behalf shall not be such as will or may cause B&M to infringe any letters patent, registered design, trade mark or copyright in executing the Purchaser’s order.
15. Determination of Contract.
If the Purchaser shall make default in or commit a breach of the contract or of any other of his obligations to B&M or if any distress or execution shall be levied upon the Purchaser’s property or assets, or if the Purchaser shall make or offer to make any arrangements or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Purchaser is a limited company and any resolution or petition to wind up the Purchaser’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if the receiver of the Purchaser’s undertaking, properties or assets or any part thereof shall be appointed, then and in any such event KTL shall have the right forthwith to determine any contract with the Purchaser then subsisting and upon written notice of such determination being posted to the Purchaser’s last known address, any such contract shall be deemed to have been determined without prejudice to any claim or right that B&M may otherwise make or exercise.
(1) If at any time a question, dispute or difference should arise between the Purchaser and B&M upon, in relation to, or in connection with the contract, either party may give to the other notice in writing of the existence of such question, dispute or difference, and the same shall be referred to an arbitrator to be appointed by the parties, or failing agreement within 14 days of receipt of such notice, by the president for the time being of The Law Society, and his or her decision shall be binding on both parties.
(2) Any such arbitration shall be held at an English Court.
17. Applicable Law.
These conditions and the contract shall be subject to and constructed in accordance with English Law.