TERMS AND CONDITIONS OF TRADE
All orders are accepted and goods supplied subject to the following express terms and conditions (the Company’s standard conditions of sale) and to save to the extent that the exclusion or restriction of liability may be prohibited by stature, all other conditions, warranties and presentations, expressed or implied and statutory or otherwise except as to title, are hereby excluded. Any order placed by a Customer shall constitute an offer to contract upon these express terms and conditions, and no addition thereto or variation therefore whether contained in the Customer’s order or otherwise shall apply unless expressly agreed in writing by the Secretary or Director of the Company.
“The Company” means Bee Craft (UK) Limited.
“The Customer” means any third party to whom the Company may agree to sell goods in accordance with the Company’s standard conditions of sale.
“The Goods” means the articles or things or any of them or any part or parts of them to be provided by the Company in accordance with the Company’s standard conditions of sale.
All orders are subject to availability of the goods and to written acceptance by the Company’s authorized representative. Any prior confirmation by the Company by facsimile or telephone shall be deemed to be provisional only. The Customer agrees to send to the Company a written order in confirmation of any telephoned orders duly marked with any confirmation reference given by the Company; otherwise the Company cannot accept liability for any duplication or delivery that may occur. Cancellation or amendments of orders are subject to a charge, as stated in Clause 13.
a) Catalogues, price lists and other advertising literature or material as used by the Company are intended only as an indication of price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on the Company.
b) All quoted or listed prices are exclusive of Value Added Tax or any other taxes and are based on the cost to the Company of supplying the Goods to the Customer and if before delivery of Goods there occurs any increase in any way of such costs in respect of Goods which have not yet been delivered the price payable shall be subject to amendment without notice at the Company’s discretion.
5. MANUFACTURER’S SPECIFICATION
The Company will not be liable in any respect for any loss or damage caused by or resulting from any variation for whatever reason in the Manufacturer’s specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will endeavor to advise the Customer of any such impending variation as soon as it receives notice thereof from the Manufacturer.
6. CARRIAGE AND DELIVERY
Except in accordance with the Company’s catalogue, prices do not include delivery charges to the Customer, and the Company reserves the right to levy a charge for delivery to any destination advised by the Customer.
7. PASSING OF RISK AND PROPERTY
(a) Risk in the Goods shall pass to the Customer on delivery.
(b) Property in the Goods shall remain the Company until payment in full therefore has been made by the Customer.
(c) If payment in full is not made in accordance with the Company’s standard conditions of sale the Company may require the Customer to return the Goods forthwith and if the requirement is not immediately complied with the Company shall be entitled at any time and without notice to retake possession of the whole or any part of the Goods (and for that purpose to enter the premises occupied by the Customer and sever the Goods from anything they are attached to without being responsible for any damage thereby caused) without prejudice to any other remedy that may be available to the Company.
8. DEFECTS AND USE
Save as herein expressly provided and save to the extent that the exclusion or restriction of liability may be prohibited by statute the Company shall not be liable for any loss of whatsoever nature or to whomsoever or whatsoever caused arising out of the use of the Goods. The Customer shall indemnify the Company against all claims made against the Company by any third party in respect thereof, unless otherwise agreed:
(a) Where the goods are rejected by the customer as not being in accordance with the Customer’s order the Company will only accept the return of such Goods provided that it receives written notice thereof, giving detailed reasons for rejection within 14 days of receipt of the Goods by the Customer and if such notice is not received by the Company within the said period of 14 days the Goods shall be deemed to have been accepted by the Customer. The Company will not consider any claim for compensation, indemnity or refund until liability if any has been established or agreed with the Manufacturer and where applicable the Insurance Company and under no circumstances shall be invoiced costs of the Goods be deducted or set off by the Customer until the Company has passed a corresponding credit note.
(b) In the case of defects or faulty workmanship the Goods or any part thereof the Customer shall not be entitled to receive any compensation, credit or refund in excess of that received by the Company under any guarantee or warranty given to it by the Manufacturer or supplier thereof.
9.RETURN OF GOODS
Goods will not be accepted by the Company for exchange or repair or return unless each item making up the goods is accompanied by a returns note number from the Company.
10. EXCLUSION OF LIABILITY
(a) Except where provided otherwise in these conditions, the Company shall be under not liability of whatsoever kind how so ever caused whether or not due to the negligence or willful default of the Company or its servants or agents arising out of or in connection with the goods. All conditions, warranties or other terms, whether expressed or implied, statutory or otherwise, are hereby expressly excluded providing that nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or agents.
(b) In the event, The Company’s liability shall be limited to direct loss and shall not include indirect or consequential loss.
(a) Punctual payment is the essence of the contract. Provided that the Customer has been granted credit facilities by the Company, settlement terms are net 30 days from the date of invoice. In the absence of credit facilities having been granted by the Company, payment shall be in advance.
(b) The Company reserves the right to suspend deliveries where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative terms of payment agreed in writing.
(c) Where payment is not made in accordance with the terms of sub-clause (a) above hereof the Customer shall pay interest on any unpaid amounts calculated at 3% above National Westminster
Bank Plc’s base rate for the time being in force calculated on a daily basis.
Any times quoted for dispatch are to be treated as estimates only and without prejudice, although every endeavor will be made by the Company to adhere to them. Quotations or offers of goods ex. stock are subject to the Goods being unsold at the time of receipt of the Customer’s written order. All dispatch dated are calculated from the date of acceptance of the Customer’s written order. Furthermore, the Company shall be entitled to make part deliveries of any quantity of goods ordered by the Buyer and to deliver invoices for payment in the usual way in respect of all deliveries so made, and the Buyer shall be bound to accept and pay for such part deliveries as though made under separate contracts. Where delivery is by installments, whether specifically provided for under a contract or not, each installment shall be deemed to be the subject of a separate contract and any default by the company in respect of any installment shall not affect the balance of the contract or entitle the Buyer to cancel the contract.
13. CUSTOMER’S DEFAULT AND CANCELLATIONS AND RE-SCHEDULING OF DELIVERIES
(a) If the circumstances or status of the customer change for whatever reason (e.g. bankruptcy or receivership, change of name, litigation by the Company or other parties, etc…) the Company reserves the right, without prejudice, to cancel or suspend trading with the Customer including orders in progress and to demand immediate settlement in full of all outstanding invoices.
(b) Requests by a customer for cancellation or amendment of any order or for rescheduling of deliveries will only be considered by the Company if made in writing and shall be subject to the written acceptance of the Company or if cancelled or rescheduled at the request of the Customer, then the Customer shall indemnify the Company against all loss costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation, amendment or re-scheduling thereof to be calculated at 10% of the value of the order with a minimum of 50 UK Pounds.
14. FORCE MAJEURE
The Company shall not be liable for the cancellation by it of any order or any unfulfilled part thereof or for effecting partial delivery or performance if performance by the Company is prevented or delayed whether directly or indirectly by any cause whatsoever beyond the reasonable control of the Company whether such clause existed or was foreseeable at the date of acceptance of the Customer’s order by the Company or not and without prejudice to the generality of the foregoing any cause shall be deemed to prevent, hinder, or delay the Company if the Company is thereby prevented, hindered or delayed from fulfilling other commitments whether to the Customer or to third parties.
If and to the extent that any provision or any part of the provision of the Company’s standard conditions of sale is illegal, void or unenforceable for any reason, then such provision or part thereof (as the case may be) shall be deemed to be severable from the remaining provisions or parts of the relevant provision (as the case may be) all of which remaining provisions shall remain in full force and effect.
The Customer agrees not to assign or transfer this Agreement or any of its rights herein without the prior written consent of the Company.
The agreement shall be governed by and construed in accordance with English law and the Courts of England shall have jurisdiction to hear all disputes arising in connection with the agreement.