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Terms & Conditions

TERMS & COND

BWS TERMS AND CONDITIONS OF SALE

DEFINITIONS

1.1     ‘BWS’ means BWS Garage Equipment Ltd.

1.2    ‘Purchaser’ means a direct purchaser from BWS

1.3 ‘Contract’ means any contract for the sale of Goods by BWS to Purchaser

1.4    ‘Goods’ means the goods (including any instalment or repair of the goods or any parts and components of or materials incorporated in them or any related services) which BWS supplies to Purchaser

BASIS OF CONTRACT

2.1    No Contract shall come into existence until Purchasers order (however given) is accepted by BWS’S written acceptance.

2.2       These Conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by Purchaser.

2.3       No variation to these conditions shall be binding on BWS unless confirmed by it in writing.

2.4       No person has authority to make a claim, representation or guarantee which is not expressed herein or confirmed in writing by an authorised officer of BWS in writing. In entering into the Contract Purchaser acknowledges that it does not rely on, and waives any claim for breach of, any such claims, representations or guarantees which are not so confirmed.

2.5       Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documentation or information  issued by BWS shall be subject to correction without any liability on the part of BWS.

2.6       Any order received by BWS from Purchaser may be terminated by Purchaser only with the consent of BWS and upon payment of reasonable termination charges. Such charges shall take into account expenses already incurred, commitments made by BWS and all other losses due to such termination  raised with a 15 % handling fee and a reasonable profit.

2.7       BWS will provide qualified  technical direction and assistance for the installation, start-up, field performance testing, inspection, repair and maintenance of BWS’S supplied service parts, repair upon receipt of a separate purchase order (submitted in sufficient time to allow proper scheduling of a service representative) from Purchaser for such service. Service rates and standard conditions will be in accordance with BWS’S latest published Service Rates Schedules. Service rates do not include the furnishing of special tools, instrumentation, etc. Training and instruction of Users personnel can also be provided at Standard Rates. In the event service time rates change after receipt of purchase order, the service rates in effect at the time the work is performed will be charged.

TECHNICAL SPECIFICATIONS

3.1BWS will issue copies if available,where necessary of relevant specification sheets or drawings of the Goods illustrating their dimensions and installation requirements. Manufacture of the Goods will proceed unless advised to the contrary by Purchaser within 7 days of issue of the specification sheets or drawings.

3.2       BWS reserves the right to amend any design, specification or source of supply of the Goods without prior notice.

QUOTATIONS

4.1     Unless otherwise so stated in writing quotations are valid only for 30 days after their date.

PRICES

5.1      The price of the Goods shall be BWS quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in BWS published price list current at the date of acceptance of the order.

5.2      BWS reserves the right, by giving notice to Purchaser at any time before delivery to increase the price of the Goods to reflect any increase in the cost to BWS which is due to any factor beyond its control (such as, without limitation, any foreign exchange fluctuations, currency regulation, alteration of duties or taxes, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which have been requested by Purchaser, or any delay caused by the failure of Purchaser to give BWS adequate information or instructions.

5.3      Prices are ex-works and exclude any applicable taxes such as but not limited to value added tax, which Purchaser shall be additionally liable to pay to the BWS.

PAYMENT

6.1 BWS shall be entitled to invoice Purchaser for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by Purchaser or Purchaser wrongly fails to take delivery of the Goods, in which case BWS shall be entitled to invoice Purchaser for the price at any time after the BWS has notified Purchaser that the Goods are ready for collection or (as the case may be) BWS has tendered delivery of the Goods.

6.1        The Customer shall pay the price of the Goods within 30 days of the date of BWS invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to Purchaser. Time for payment shall be of the essence of the Contract.

6.2        If Purchaser fails to make any payment on the due date then, without prejudice to any right or remedy available to it, BWS shall be entitled to:

(a)      cancel the Contract or suspend any further deliveries to Purchaser;

(b)     appropriate any payment made by Purchaser to such of the Goods (or any Goods supplied under any other contract between Purchaser and BWS) as BWS think fit (notwithstanding any purported appropriation by Purchaser);

(c)      charge Purchaser interest (both before and after any judgement) on the amount unpaid at the rate of 12 % per annum or, whichever one is the higher, 4% per annum above National Westminster Bank PLC base rate from time to time, until payment in full is made.

DELIVERY/COLLECTION

7.1      BWS reserves the right to elect the means of transport for delivery of Goods.  Where Purchaser requests a special method of delivery Purchaser accepts liability for those costs which will be added to the invoice.

7.2      Any dates quoted for delivery of Goods are approximate only and BWS shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence.

7.3      Where Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by BWS to deliver any one or more of the instalments shall not entitle Purchaser to treat the Contract as a whole as repudiated.

7.4      If BWS fails to deliver the Goods for any reason other than any cause beyond BWS reasonable control or Purchaser’s fault, and BWS is accordingly liable to Purchaser, BWS liability shall be limited to the excess (if any) of the cost to Purchaser (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

7.5      If delivery of the Goods is refused Purchaser shall, without prejudice to any other right or remedy available to BWS, be liable for all carriage, handling and stocking charges incurred.

7.6      Without waiving any other rights or remedies BWS may have, BWS may, at its option, defer shipment or deliveries hereunder, or under any other contract with Purchaser, subject to satisfactory settlement of delinquent amounts due to BWS.

DAMAGE IN TRANSIT AND NON-DELIVERY

8.1      Where Goods are consigned or sent to Purchaser or his agent, no claim will be accepted by BWS and it shall not be liable, insofar as the negligence of itself, its servants or agents can be established for:

– GOODS DAMAGED IN TRANSIT, unless the BWS and the carrier are notified in writing within 10 days of delivery;

– NON-DELIVERY, of the whole or any part of the Goods, unless BWS or carrier are notified in writing within 14 days of the date of despatch appearing in or from BWS advice note.

8.2      In default of compliance by Purchaser with the requirements of condition 8.1 above, Purchaser shall pay for such Goods not delivered or damaged in transit, without prejudice to BWS rights otherwise arising.

8.3 Where goods are Collected Only they will not carry any warranty whatsoever, unless otherwise stated.

INSTALLATION

9.1    Where site preparation is necessary prior to installation of the goods, it is Purchaser’s responsibility to ensure that the site is suitable and has been properly prepared and has available to it all supplies and services that may be required to enable such installation to take place during normal working hours. The site specifications and responsibilities of Purchaser and end users are set forth in the specification sheets and or drawings supplied by BWS.

9.2    Should Goods require to be moved for later installation after delivery Purchaser shall, at its own expense, provide all necessary labour and machinery for this purpose.

9.3       If Purchaser fails to fulfil any of its responsibilities as specified in conditions 9.1 or 9.2 above so as to extend the time taken to commission the Goods or so as to result in extra visits by the engineers, Purchaser shall pay the BWS for all extra costs and expenses that result, and if as a result installation of the Goods is unduly delayed, BWS reserves the right to pass on cost inflation as a supplementary charge.

RISK

10.1 Risk of damage to or loss of the Goods shall pass to Purchaser at the time of delivery or, if Purchaser wrongfully fails to take delivery of the Goods the time when BWS first tenders delivery.

TITLE

11.1    Notwithstanding delivery and the

passing of risk in the Goods, until payment in full has been made by Purchaser of all sums owing and due to BWS on any account whatsoever whether in respect of purchase of BWS Goods or otherwise;

(a)      the property in the Goods supplied by the BWS, whether mixed with or made accessories to other Goods of Purchaser or a third party, shall remain in BWS.

(b)     Purchaser shall keep and store the Goods in such a manner as to enable them to be identified as the property of BWS.

(c)      Purchaser shall be at liberty to sell the Goods in the ordinary course of business.

(d)     the proceeds of any such sale and the benefit of any such contract of sale shall be the property of BWS and held in trust for BWS absolutely.

(e)      BWS may at any time by written notice terminate Purchaser’s powers of sale if Purchaser goes or threatens to go into receivership or liquidation.

(f)      BWS may, at any time after the termination of the power of sale, repossess the Goods and for this purpose Purchaser hereby grants to BWS an irrevocable licence to enter upon any premises of Purchaser.

GUARANTEE

12.1    BWS guarantees new Goods as free from defects due to faulty material or workmanship for a period of twelve calendar months, and used goods 30 days from the date of delivery to Purchaser.

12.2    The above guarantee is nonetheless given by BWS subject to the following conditions and limitations;

(a)      the Goods must where applicable have been installed and or commissioned, continuously repaired and maintained in accordance with BWS specifications by BWS;

(b)     BWS shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow BWS instructions (whether oral or in writing), misuse or alteration or repair of the Goods without BWS approval.

(c)      BWS shall be under no liability in respect of Goods operated or stored under adverse conditions (such as outside installations or in areas used for steam cleaning or pressure washing etc) unless the same is otherwise specified in the relevant equipment manual.

(d)     BWS shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by Purchaser.

(e)      BWS shall be under no liability under the guarantee (or in any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.

(f)      in respect to goods not manufactured by BWS, Purchaser shall only be entitled to the manufactuer’s guarantee.

12.3    Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.4    Any claim by Purchaser which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification must be notified in writing to BWS immediately upon discovery of the defect or failure.  If Purchaser does not so notify BWS, Purchaser shall not be entitled to reject the Goods and BWS shall have no liability for such defect or failure, and Purchaser shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

12.5    BWS shall be entitled to replace the Goods (or the part in question) free of charge or, at BWS sole discretion refund to Purchaser the price of the Goods (or a proportionate part of the price), but BWS shall have no further liability to Purchaser. At all times BWS guarantee is limited to the original scope of supply. Delivered  goods which are not installed by BWS will only be subject to exchange parts, delivered ex works BWS.  BWS total liability is limited to the cost of repair or replacement parts only. In no event shall BWS maximum  liability exceed the contract price.

12.6    Warranty service provided by BWS to the Purchaser shall be limited to the hours of 9.00am to 5.00pm Monday to Friday, excluding bank holidays and Christmas shut down.  Service provided outside of these hours will be chargeable to the Purchaser.

LIABILITY

13.1    Except in respect of death or personal injury caused by BWS negligence, BWS shall not be liable to Purchaser by reason of any representation, or any implied warranty condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of BWS, its employees, distributors, sub-contractors or agents or otherwise) which arise out of or in connection with the supply and / or installation of the Goods or their use or resale by Purchaser.

13.1    BWS shall not be liable to Purchaser or deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any of the BWS obligations in relation to the Goods, if the delay or failure was due to any cause beyond the BWS reasonable control. The total liability of BWS (including sub-suppliers) on any and all claims shall not exceed and shall be limited to the total order value. All such liability shall terminate 1 months from delivery. Customer shall indemnify and hold harmless BWS from all claims which exceed the above mentioned limitation. In no event shall Seller (or its sub-suppliers) be liable for any consequential, indirect or exemplary damages, including but not limited to: loss of profit or revenue, loss of use of the goods, facilities, services or replacement power, downtime costs or claims from customers for such damages.

13.1    Any exclusion or limitation of liability under the contract shall exclude or limit such liability not only in contract but also in tort or otherwise at law. These provisions shall apply notwithstanding any provisions to the contrary elsewhere in the contract.

HEALTH & SAFETY AT WORK AND PUWER REGULATIONS

13.1  The Customer will indemnify BWS in respect of equipment operator competence, full user training is available from BWS details of which are available on request.

13.2  On or before delivery of BWS Goods to Purchaser and / or their use Purchaser shall, if so requested by BWS, enter into a written undertaking to take such steps as may be specified by BWS sufficient to ensure that the Goods will be safe and without risk to health when properly used.

13.3    The Customer shall indemnify BWS in respect of costs and expenses it may incur in any proceedings bought against Purchaser under the Health and Safety at Work Act 1974 or any statutory modification or re-enactment thereof or any regulations orders or directions made there under in connection with BWS Goods.

EXHIBITIONS

14.1    BWS Goods may not be exhibited at any show, display or exhibition, other than on Purchaser’s own premises, or included in any competition unless BWS written consent has first been obtained.

INSOLVENCY OF CUSTOMER

15.1    Without prejudice to any other right or remedy available to it, BWS shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to Purchaser if;

(a)      Purchaser makes a voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

(b)     an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of Purchaser; or

(c)      Purchaser ceases, or threatens to cease, to carry on business; or

(d)     Purchaser defaults in making good the surpass of its credit threshold with BWS, within five working days after being notified thereof,

(e)      BWS reasonably apprehends that any of the events mentioned above is about to occur in relation to Purchaser and notifies Purchaser accordingly, and if Goods have been delivered but not paid for the price shall become immediately payable notwithstanding any previous agreement or arrangement to the contrary.

LAW AND CONSTRUCTION

16.1    If any of the provisions of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.

16.2    These conditions and the Contract shall be governed and construed in accordance with the Laws of England.

16.3    The headings in these conditions are for convenience only and shall not affect their interpretation.

 

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