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Terms & Conditions

 

Terms and Conditions of Sales

 

1. Interpretation
In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:
Buyer means the person, firm or company who orders the Goods from the Company;
Company means BRG Developments Ltd trading as BRG CNC Machining;
Contract means the contract between the Company and the Buyer for the supply of the Goods which shall be deemed to incorporate these Terms;
Date of Delivery means the date on which the Buyer takes delivery of the Goods in accordance with clause 4 below;
Sales Order Confirmation means the written communication from the Company to the Buyer which confirms the place and time of delivery of the Goods;
Goods means any goods agreed in the Contract to be supplied by the Company to the Buyer;
Insolvency Event means any event in which the Buyer becomes insolvent or enters into and/or itself applies for, and/or calls meetings of members and/or creditors with a view to one or more of a moratorium, administration,
liquidation (of any kind, including provisional), or composition and/or arrangement (whether under deed or otherwise) with creditors, and/or have any of its property subjected to one or more of appointment of a receiver (of any
kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries).
Order means an order placed by the Buyer for the supply of the Goods;
Place of Delivery means the place to which the Goods are to be delivered in accordance with the Sales Order Confirmation.
In these Terms, reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as amended, modified, re-enacted or replaced from time-to-time.
2. Ordering
2.1 The Order constitutes an offer by the Buyer to purchase the Goods from the Company in accordance with these Terms. By placing an Order, the Buyer warrants that it is duly authorised to enter into the Contract.
3. The Contract
3.1 The Order shall only be accepted when the Company issues written acceptance of the Order at which point the Contract shall come into existence and the Buyer shall be authorised to enter into the Contract.
3.2 Subject to clause 6 below, the Contract shall be on these Terms to the exclusion of all other terms and conditions, including:
(a) any such terms that are purported to be included or applied by the Buyer including those implied by trade, custom, practice or course of dealing;
(b) any terms contained in the confirmation of the Order, purchase order or other document of the Buyer; and
(c) any samples, drawings, descriptive matter, or advertising produced by the Company and any descriptions or illustrations contained in the Company’s marketing materials or websites in respect of which the Buyer acknowledges
are produced for the sole purpose of giving an approximate idea of the Goods described in them.
4. Delivery and Installation
4.1 Following confirmation of the Order in accordance with clause 3.1 above, the Company shall send the Sales Order Confirmation to the Buyer and if the Buyer is unable to take delivery on the date specified in the Sales Order
Confirmation, then the Buyer must request a revised Date of Delivery with 7 days of the Sales Order Confirmation.
4.2 The time of delivery is not of the essence and any dates specified by the Company for delivery of the Goods in the Sales Order Confirmation (Estimated Delivery Date) are intended to be an estimate only. If no date is specified
for delivery of the Goods in the Sales Order Confirmation, the Estimated Delivery Date shall be within a reasonable time. No delay in the delivery of the Goods will entitle the Buyer to terminate, rescind, or cancel the Contract or
Order unless such a delay exceeds 90 days from the Estimated Delivery Date.
4.3 The Company shall not be liable under these Terms if the delay in delivery is caused by any failure by the Buyer to comply with the terms of this Agreement.
5. Cancellation and Postponement
5.1 If the Buyer cancels an Order or refuses to accept delivery of the Goods, then the Buyer shall pay to the Company a non-refundable cancellation fee of 20% of the Purchase Price (as defined below). If the Buyer has paid for
the Goods, then such cancellation fee may be deducted by the Company from any refund.
5.2 In the event that a Buyer postpones delivery of the Goods, then the Buyer shall pay to the Company a non-refundable holding fee of 5% of the Purchase Price (as defined below) per week until the Date of Delivery of the
Goods. If the Buyer refuses to accept delivery within 30 days of the Sales Order Confirmation, then the Order shall be deemed to be cancelled and the Buyer shall pay the cancellation fee in clause 5.1 above less the applicable
holding fees under this clause 5.2.
5.3 The parties acknowledge and agree that the fees in clauses 5.1 and 5.2:
5.3.1 are fair and reasonable; and
5.3.2 represent a genuine and realistic pre-estimate of the Company’s losses arising from the cancellation or delay of the delivery of the Goods and provide certainty to the parties in those circumstances.
6. Price and Payment
6.1 The price for the Goods shall, unless otherwise agreed in writing in the Company’s acceptance of the Order, be the price set out on the date of delivery in the Company’s price list (the Purchase Price). The Purchase Price shall
be exclusive of all costs of carriage and insurance and applicable VAT which the Buyer shall pay in addition. The Buyer shall pay the Purchase Price as the Company shall direct.
6.2 If after the date of the Company’s acceptance of order any increase occurs in the costs necessarily incurred by the Company in supplying the goods including but not limited to increases in the cost of goods, materials, labour,
the levels of any applicable taxes, customs or other duties at the date of the quotation, and if there is a rise in such costs or levels after the date of quotation (including a rise caused by the devaluation or revaluation of any
currency), or other items including overheads which the Company has to pay or incur in the performance of the Contract, then the amount of any increase in such costs shall be added to the contract price whether or not such
increase was or should have been foreseeable by the Company. Goods will be invoiced at the prices ruling at the date of despatch. A certificate of the Company’s auditors certifying the amount of such increase shall be conclusive
and binding on the Customer and the Company;
6.3 Where the price has been quoted in the Company’s quotation or estimate based on stated production runs and specific delivery periods, the Company reserves the right to vary the price for the goods should the Customer
order different quantities from those stated and/or require delivery over a period;
6.4 The cost of any variation or modification in the design, specification, materials or drawings of the goods, or the Customer’s specifications in relation to special goods or any development thereof requested by the Customer after
the date of the Company’s acceptance of order shall, if such variations or modifications are accepted by the Company, be borne by the Customer.
6.5 The Buyer shall make payment of the Purchase Price and any other sums associated with the sale or delivery of the Goods (including any fees payable pursuant to clauses above) within 14 days (unless otherwise stated in
writing) from the date of the Company’s invoice. Payment shall not be deemed to have taken place until the receipt by the Company of cleared funds.
6.6 If payment under this clause 6 is not received by the due date then, without limiting the Company’s remedies under this Agreement, the Buyer shall pay interest on the overdue amount at the rate of 5% per annum above the
Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.
7. Performance
7.1 Dates or periods for delivery or despatch of goods are approximate and are given for information only. Failure by the Company to comply with any such dates or periods shall not constitute a breach of contract and shall not
entitle the Customer to treat the Contract as terminated or to any other remedy against the Company;
7.2 If the Company is prevented or hindered from performing the Contract or any part thereof by any circumstances beyond its reasonable control including (but without limiting the generality of the foregoing) breakdown and
failure of plant, machinery or vehicles, inability to obtain materials or labour, power failure, fire, flood, civil commotion or any cause of whatsoever kind and whenever occurring, late receipt of necessary information
from the Customer further performance of the Contract shall be suspended for so long as the Company is so presented or hindered provided that if the performance of the contract is suspended for more than 3 consecutive
calendar months the Customer shall be entitled by notice in writing to the Company forthwith to terminate the contract or to cancel any outstanding part thereof and in such circumstances the Customer shall pay at the
Contract rate for all goods supplied and materials used by the Company to the actual date of such termination. The company shall not have any liability to the Customer for any direct or consequential loss or damage suffer
ed by the Customer as a result of the Company’s inability to perform its obligations under the Contract by reason of any such circumstances;
7.3 Where goods are delivered by instalments or on a call-off basis each such instalment or call-off shall be deemed to be sold or supplied under a separate contract to which these Conditions shall apply as far as the same is
applicable and save as provided in Condition 6 on default in respect of any one instalment shall affect or prejudice due performance of the Contract as regards any other instalment, and save that the Customer shall remain liable
to perform the entire Contract within any time limit stipulated in the Contract for completion of the same;
7.4 Where goods are to be supplied or delivered by the Company in accordance with periodic delivery schedules or similar notification of the delivery requirements of the Customer, the Customer shall not be entitled to cancel
or vary any such delivery schedule or requirement which is expressed by the Customer to be a firm requirement without the prior written consent of the Company and the Company shall be entitled to reimbursement of any
additional costs and expenses incurred or suffered as a result of such cancellation or variation;
7.5 If performance of the Contract is suspended at the request of or delayed through default of the Customer including (without prejudice to the generality of the foregoing) lack of, incomplete or incorrect instructions or
refusal to collect or accept delivery of the goods for a period of 7 days, the Company shall be entitled to payment at the Contract rate for goods supplied or ordered any other additional costs thereby incurred including storage
insurance and interest PROVIDED THAT if the Customer fails to collect or accept delivery of the goods or part thereof within 28 days of written notification from the Company that the goods are ready for collection or delivery, the
company shall be entitled (without prejudice to its other remedies under the Contract for such breech) to sell or at its option destroy the goods and to apply the proceeds of sale thereof if sold and the scrap value if destroyed
towards payment of all sums due to the Company under the Contract;
7.6 The company shall be entitled without the prior approval of the Customer to assign, sub-contract or sub-let the Contract or any part thereof, but the Customer shall not be so entitled without the prior approval of the Company.
8. Risk in and Ownership of the Goods
8.1 Risk in the Goods shall pass to the Buyer on delivery.
8.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full, in cleared funds, the Purchase Price and all other sums pursuant to clause 6 above.
8.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods separately from all other goods of the Buyer or any third party in such a way that they remain identifiable as the Company’s property;
(c) not destroy or deface any identifying mark on the Goods or their packaging; and
(d) maintain the Goods in satisfactory condition insured with the Company’s interest noted on the policy and hold any proceeds of such insurance on trust for the Company and not mix them with any other money.
8.4 If, before title to the Goods passes to the Buyer, an Insolvency Event occurs, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limitation to any other right or
remedy the Company may have, the Company may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored
in order to recover them.
9. Warranties
9.1 If the Buyer wishes to make a claim under this warranty, the Buyer shall give written notice to the Company within 7 days of the discovery of the defect and give the Company a reasonable opportunity to inspect the Goods in
question.
9.2 The Company shall have no liability under this clause 9 if a defect arises out of:
(a) use of the Goods by the Buyer after the notice given in clause 9.2 above;
(b) any maintenance, alteration, modification or adjustment performed by persons other than the Company or its employees or agents;
(c) the Buyer or a third party:
(d) the neglect or misuse of the Goods.
9.3 To the extent permitted by the applicable law, the Company disclaims all other warranties, representations and/or conditions with respect to the Goods, either express or implied, including but not limited to any implied
warranties, representations and/or conditions of satisfactory quality or fitness for any particular purpose.
9.4 The Company’s liability under this clause 8 shall be limited to repairing the Goods in question.
10. Returned Goods
Goods may be returned only with prior written consent from the Company. Goods must be returned carriage paid and insured in transit. The Company reserves the right to charge a handling fee.
11. Limitation of Liability
11.1 Subject to clause 16 below, the Company shall not be liable to the Buyer whether in contract, tort (including for negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or
otherwise, for:
(a) any loss (whether direct or indirect) of profits, business, revenue, or goodwill;
(b) any loss or liability arising or caused by any of the matters set out in clause 9.3; or (c) any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
11.2 Subject to clause 15 below and without prejudice to clause 11.1 above, the Company’s liability contract, tort (including for negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution
or otherwise arising out of the subject matter of the Contract shall not exceed the Purchase Price of the Goods.
11.3 Nothing in these terms shall exclude the Company’s liability for death or personal injury or for fraud or fraudulent misrepresentation any matter in respect of which it would be unlawful for the Company to exclude or restrict
liability.
11.4 The Buyer hereby acknowledges that the terms and conditions of this Contract and, in particular, the limitations of liability contained in this clause 11 are reasonable in all the circumstances and having regard for the purchase
price paid by the Buyer for the Goods.
Form 62: 01 November 2018: Authorised by Director: Page 1 of 1
12. Sub-Contracting and Assignability
12.1 The Company shall be entitled to, without the consent of the Buyer assign or sub-contract any part of the Contract.
12.2 The Buyer shall not be entitled to assign or sub-contract any part of the Contract.
13. Entire Agreement
13.1 This Contract constitutes the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether
written or oral, relating to its subject matter.
13.2 Each party acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the other party which is not set out in the Contract.
14. No Waiver
Except as expressly provided in these Terms, no failure or delay by the Company in exercising any right or remedy relating to these Terms shall affect or operate as a waiver or variation of that right or remedy or preclude its
exercise at any subsequent time. No single or partial exercise of any such right or remedy by the Company shall preclude any further exercise of it or the exercise of any other remedy by the Company.
15. Force Majeure
If either party is subject to an event of force majeure, that is circumstances outside its reasonable control, including but not limited to acts of god, war, fire, industrial disputes or civil commotion, it shall notify the other and the
first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of force majeure.
16. General
16.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
16.2 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
16.3 These Terms and any dispute or claims arising out of or in connection with it or it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English
law.
16.4 The Company and Buyer irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including
non-contractual disputes or claims).

 

Form 62: 01 November 2018: Authorised by Director: Page 1 of 1

I’m looking forward to seeing some more of your Team's stirling work!

N Woollen, Automotive Tier 1 Supplier, West Yorkshire

Parts completed on an urgent basis - excellent.  Very grateful.

Automotive Customer, South Coast

You made them perfectly.  The mould pieces fitted together perfectly.

Dave H, Automotive-Automation
Visit us at: Unit 10, Becklands Park Industrial Estate, York Road, Market Weighton, YO43 3GA
Tel: 01430 626010
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