Terms & Conditions
In these conditions the following expressions shall have the following meanings:
(a) “the Company” shall mean Bosal Automotive & Industrial Components Limited and also where the context so permits any subcontractor for the said company.
(b) “Goods” shall mean the articles to be supplied by the Company described in any contract between the Company and the Buyer. "Services" shall mean any installation services to be provided by the Company described in any contract between the Company and the Buyer.
(c) “the Buyer” shall mean the person firm or company with whom any contract to sell Goods and/or provide Services is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by any such person firm or company or whose actions are subsequently to the contract ratified by the actual buyer.
(d) “Company's Premises” shall mean the premises mentioned in the Company's quotation or other contractual document or if not so mentioned shall mean the Company’s works at Unit 330, Four Oaks Road, Walton Summit Centre, Bamber Bridge, PRESTON, Lancashire PR5 8AP.
These conditions shall be deemed to be incorporated in all contracts of the Company to sell Goods and/or provide Services and in the case of any inconsistency with any letter or quotation incorporating or referring to these conditions or any order letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under each contract. If in any particular case any of these conditions shall be held to be invalid to any contract the other conditions shall continue in full force and effect.
(a) Notwithstanding that the Company may have given a detailed quotation no order shall be binding on the Company unless and until it has been acknowledged in writing by the Company.
(b) The Company's catalogues, brochures, leaflets or correspondence are not binding as variations may be made without notice and such Goods as varied shall be accepted as complying with any contract.
(a) The price payable for Goods shall unless otherwise stated by the Company in writing and agreed on its behalf be the general list price of the Company current at the date of despatch and in the case of an order for delivery by installments the price payable for each installment shall be the list price of the Company current at the date of despatch of such installment unless otherwise expressly stated to be firm for a period. The price payable for Services shall be the price set out in the contract.
(b) Unless otherwise expressly stated to be firm for a period the Company's prices are subject to variation to take account of variations in wages, materials or other costs since the date of the order. The Company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original contract price.
(c) All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.
5. ADDITIONAL COSTS
(a) The Buyer agrees to pay for any loss or extra cost incurred by the Company through the Buyer's instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on the part of the Buyer its servants agents or employees.
(b) In the case of Services, the Buyer is liable for any loss or extra costs incurred through design changes after the order acknowledgement has been issued.
The Buyer shall indemnify the Company against all costs claims and damages incurred or threatened arising out of any alleged infringement of patents, trade marks, design rights, registered design, database rights, copyright or other intellectual property rights occasioned by the manufacture or sale of the Goods made to the specification or special requirements of the Buyer or the provision of Services required by the Buyer.
7. TERMS OF PAYMENT
(a) Payment shall be in accordance with the standard terms of payment of the Company in the United Kingdom applicable from time to time and will unless otherwise stated be due in cash not later than the end of the month next following the month of the date of the invoice.
(b) If the Goods are delivered in installments the Company shall be entitled to invoice each installment as and when delivery there of has been made and payment shall be due in respect of each installment whereof delivery has been made notwithstanding nondelivery of other installments or other default on the part, of the Company.
(c) If upon the terms applicable to any order the price shall be payable by installments or if the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due installment or the failure to give delivery instructions in respect of any quantify of Goods outstanding shall cause the whole of the balance of the price to become due forthwith.
(d) The Buyer waives all and any existing or future claims and set-offs against payment of the purchase price due under any contract for the sale of Goods and/or the provision of Services and agrees to pay the same regardless of any equivalent set-off or counterclaim on the part of the Buyer against the Company.
(e) The time of payment shall be of the essence of the contract.
(f) Without prejudice to any other rights if may have the Company is entitled to charge interest at 4% above the then current base rate of National Westminster Bank Limited on overdue payments.
(g) In the case of Services, for the Company shall be entitled to invoice for the price of the Services once the Services are complete or the Final Acceptance Certificate has been signed by the Buyer or his representative.
(a) The period for delivery shall be the period within which the Goods are intended to be despatched from the Company's premises and shall be calculated from the time of the receipt by the Company of the order or from the receipt of all necessary information to enable the Company to manufacture or procure the manufacture of the Goods whichever shall be the later and the Buyer shall take delivery of the Goods within that period.
(b) All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for delay whether or not beyond the Company's reasonable control unless otherwise expressly agreed in writing at or before the date of the order in which case the Company's liability shall be limited to such liquidated damages as may specifically be agreed At or before that date.
(c) Where the Goods are handed to a carrier for carriage to the Buyer or to United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the Buyer for all purposes.
(d) Where the Goods are sold F.O.B. the responsibility of the Company shall cease immediately the Goods are placed on board ship and the Company shall be under no obligation to give the buyer the notice specified in Section 32(3) of the Sale of Goods Act 1979.
(e) No liability for nondelivery partial loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for nondelivery partial loss or damage with a copy to the carrier if the Company's own vehicles have not been used to deliver the Goods):
(i) Within seven days of delivery for partial loss damage or non-compliance with the contract or
(ii) within ten days of the date of the invoice for nondelivery.
(f) In the event of a valid claim for nondelivery partial loss damage or non-compliance with the contract the Company undertakes at its option either to reprocess or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such nondelivery partial loss damage or non-compliance.
(g) If the Buyer shall fail to give notice in accordance with condition 8(e) above the Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly.
(h) If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may at its sole discretion without prejudice to its other rights store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof.
(i) The Buyer shall he obliged to accept delivery at any time before the contract is determined or installment cancelled.
(j) The Company shall have the right to make delivery by installments of such quantities and at such intervals as if may decide and any express provision relating to installments in the contract shall be in addition to and not in derogation of this right.
9. RETURNS/STOCK CLEANSE
(a) Goods cannot be returned without the written permission of the Company. Requests for returns must be received by the Company within 10 days of receipt of Goods. In the event of the Company agreeing to such return, a handling charge of 15% (20% for towbars) of the price of the Goods will be charged.
(b) Stock cleanse requests up to a maximum of 2½% of the previous 12 months nett purchases in any 12 month period will be considered. Credit will be made at previous retail prices with a handling charge of up to 25% (30% for tow bars) . Request for stock cleanses of obsolete and/or damaged stock unfit for resale will not be considered.
(c) No stock returns or stock cleanses will be considered for Goods supplied by the Industrial Division of the Company.
Where the Buyer requests delivery in a manner other than that selected by the Company above, any difference in price shall be charged to the Buyer’s account. In all other cases the prices are exclusive of carriage and insurance to the Buyer’s premises. Export orders shall be charged F.O.B (UK Port).
11. PASSING OF TITLE AND RISK
(a) The Goods shall be held at the Buyer's risk as from the date of delivery.
(b) Notwithstanding delivery having been made, ownership of the Goods shall not pass to the Buyer until: (i) the Buyer has paid the purchase price of the Goods in full; and (ii) no other sums whatsoever are owed by the Buyer to the Company, whether under other contracts of sale or otherwise.
(c) Until ownership of the Goods passes to the Buyer in accordance with Clause 11(b) above, the Buyer shall hold the Goods as fiduciary bailee for the Company. The Buyer shall store the Goods separately from all other goods in its possession and mark the Goods in such a way that they are clearly identifiable as the Company's property.
(d) Notwithstanding that the Goods remain the property of the Company the Buyer may sell the Goods in the ordinary course of the Buyer's business at full market value for the account of the Company. Any such sale shall be a sale of the Company's property by the Buyer on the Buyer's own behalf, and the Buyer shall deal as principal when effecting such sales. Until ownership of the Goods passes from the Company the entire proceeds of sale of the Goods shall be held on trust for the Company in a separate bank account and shall not be mixed with other money or paid into any overdrawn bank account and shall at all material times remain identifiable as the Company's money.
(e) The Company shall be entitled to recover the purchase price of the Goods in full notwithstanding that ownership of the Goods has not passed from the Company to the Buyer.
(f) Until such time as ownership of the Goods passes from the Company to the Buyer, the Buyer shall upon request deliver up to the Company such Goods as have not been resold. If the Buyer fails to do so within 7 days of the Company's request, the Company may enter upon any premises owned, occupied or controlled by the Buyer for the purpose of repossessing the Goods. On the making of a request by the Company for delivery up of Goods that have not been resold, the Buyer's rights under Clause 11(d) above shall cease.
(g) The Buyer shall insure and keep insured the Goods to the full purchase price against all normally insurable risks to the reasonable satisfaction of the Company until the date that ownership of the Goods passes from the Company to the Buyer and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to other rights of the Company, if the Buyer fails to do so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable.
12. CONDITIONS AND WARRANTIES
(a) Every description or specification of the Goods is given in good faith based on average results of standard tests but any conditions or warranties express or implied that the Goods shall correspond with such description or specification are hereby expressly excluded and the use of any such description or specification shall not constitute a sale by description.
(b) Any conditions or warranties (whether express or implied by statute common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the Services or to the quality or fitness of the Goods for any particular purpose even if that purpose is made known expressly or by implication to the Company are hereby expressly excluded.
(c) Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer or results of standard tests upon a sample furnished to the Buyer it is hereby declared that such sample was so exhibited and inspected or tested solely to enable the Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall take the Goods at its own risk as to their corresponding with the sample or as to their quality condition or Sufficiency for any purpose.
13. DEFECTIVE GOODS
(a) In substitution for all and any other right which the Buyer would or might have had but for these conditions the Company undertakes at its discretion to credit the Buyer in full the price paid by the Buyer to the Company or repair or supply free of charge at the place of delivery specified by the Buyer for the Goods a replacement of Goods in which a serious defect appears provided:
(i) in the case of parts for a vehicle, that the defect arises within twenty four months of the date of first fitting of the Goods to a vehicle and in any other case within 12 months of the invoicing date.(ii) that the customer of the Buyer (hereinafter called "the Consumer") has within three days after discovering the defect returned the Goods to the Buyer carriage paid together with full particulars as to the date of the sale to the consumer and the distance traveled by the said vehicle since the date of lining, including the Buyer's invoice to the consumer.
(iii) that the Company finds that the defect is solely due to defective materials or workmanship.
(iv) that in the case of parts for a vehicle, the defective Goods were correctly fitted to the said vehicle exercising all due skill and experience and using new mountings and ancillary fittings.
(v) that in any case the Goods have been accepted and paid for and were manufactured or processed by the Company.
(b) In the case of Goods not of the Company's manufacture the Company undertakes to use its reasonable endeavours to pass on to the Buyer any benefits obtainable under any warranty given by the Company's supplier provided that the Goods have been accepted and paid for.
(c) In order to exercise its rights under this condition the Buyer shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discoverable, or was brought to the attention of the Buyer by the Consumer and shall return the defective Goods carriage paid to the Company’s premises.
(d) The Company accepts no liability to reimburse the Buyer for the cost of any work involved in replacing or repairing the defective Goods.
(e) The Company accepts no liability in respect of defects to Goods caused by external impact, abnormal wear and tear, neglect, dirt or misuse.
(f) Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts omissions negligence or default of the Buyer its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Company as to storage and handling of the Goods.
(g) Where the Goods are for delivery by installments any defect in any installment shall not be a ground for cancellation of the remainder of the installments and the Buyer shall be bound to accept delivery thereof.
14. BUYER'S DRAWINGS
The Company shall not be liable for imperfect work caused by any inaccuracies in any drawing, bills of quantities or specifications supplied by the Buyer.
15. CONSEQUENTIAL LOSS
The Company shall not be liable for any costs claims or damages or expenses arising out of any tortious (including, without limitation, negligent) act or omission of any breach of contract or statutory duty calculated by reference to profits income production or accruals or loss of such profits income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis. The Company shall not be liable for any consequential losses howsoever caused even if such any such losses were reasonably foreseeable or if the Company had been advised of the possibility of incurring the same.
16. DEFAULT OR INSOLVENCY OF BUYER
If the Buyer shall fail to accept the Goods or any installment or part installment thereof or shall fail to pay any sum due to the Company at the proper time or make default in or commit any breach of any other obligation or it any distress or execution shall be levied on the Buyer's property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a Receiver of the whole or any part of such company's undertaking property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly Or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company's right subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods until any defaults by the Buyer be remedied.
17 LIMITATION OF LIABILITY
The liability of the Company to the Buyer for any loss or damage of whatsoever, nature and howsoever caused shall be limited to the price for the Goods and Services under any contract but in no circumstances shall exceed the sterling equivalent of 5 million US dollars. Nothing in these conditions shall exclude or restrict the liability of either party: (a) for death or personal injury resulting from negligence; or (b) under the Consumer Protection Act 1987; or (c) for breach of the implied conditions as to title and quiet possession implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982; or (d) for any other circumstances arising from time to time under which liability can not be limited as a matter of law.
No statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to enlarge vary or override in any way any of these conditions.
19. FORCE MAJEURE
The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes lockouts accidents war fire traffic delays reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.
Save as provided in clauses 16 and 19 hereof contracts or orders may not be cancelled except by agreement in writing of both parties and upon the payment to the Company of such amount as may be necessary to compensate the Company against all loss resulting from the said cancellation.
The headings of the clauses in these conditions are intended for reference only and shall not affect the construction of these Conditions.
22. PROPER LAW
All contracts of under these conditions. shall in all respects be governed by English Law and shall be deemed to have been made in England and the Buyer and the Company agree to submit to the exclusive jurisdiction of the English Courts.