Terms and Conditions
B&M LONGWORTH (EDGWORTH) LIMITED
(No: 1259441)
(Registered Office: Sett End Road, Shadsworth Industrial Estate, Blackburn BB1 2QG)
TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
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1. Definitions
The following terms shall have the following meanings:-
“Client”
The person, firm or company placing the Purchase Order and with whom the Contract is made, whether directly or indirectly through an agent or factor;
“Client Information”
Any information supplied to the Company by or on behalf of the Client prior to or during the Contract;
“Company”
B&M Longworth (Edgworth) Limited (no: 1259441);
“Contract”
The Purchase Order offering to purchase services on the terms of the Company’s quotation and the Company’s acceptance of the Purchase Order incorporating these Conditions;
“Goods”
Any goods or part of them to be cleaned and/or refurbished as part of the Services;
“Premises”
The premises mentioned in the Company’s quotation or if not specified the Company’s premises at Sett End Road, Shadsworth Industrial Estate, Blackburn BB1 2QG;
“Price”
The price for the Services as set out in the Company’s quotation as increased or amended under the terms of the Contract;
“Purchase Order”
The Client’s written order for the supply of the Services subject to these Conditions;
“Services”
The services for the refurbishment of Goods [to be provided by the Company as described in the Company’s quotation as amended under the terms of the Contract.
2. Application of Terms
2.1 Subject to any variation under Condition 2.2 the Contract will be on these Conditions to the exclusion of all other terms and conditions and no terms or conditions endorsed upon, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document will form part of the Contract other than these Conditions.
2.2 Any variation to the Conditions shall have no effect unless expressly agreed in writing and signed by the Company.
2.3 Any order for Services by the Client from the Company shall be deemed to be an offer by the Client to purchase Services subject to these Conditions. No order placed by the Client shall be deemed to be accepted by the Company until a Purchase Order has been submitted by the Client and a written acknowledgement of order issued by the Company.
2.4 The Client must ensure that the terms of its order and any information it gives or is required to give is complete and accurate in all respects.
2.5 Any quotation is valid for the period specified in the quotation, or if not so specified, for a period of 3 months from its date, provided that the Company has not previously withdrawn it.
3. Appointment
3.1 The Client appoints the Company to provide the Services in consideration of the Price.
3.2 All times given for the performance of the Services are estimates only and may vary depending on the cleaning processes or as a result of the factors referred to in Condition 4.6. Whilst the Company will use reasonable endeavours to meet any date in the quotation the Company will not have any liability for failure so to do. Time of performance is not of the essence.
4. Payment
4.1 Payment of the Price is due as set out in the quotation within 30 days of the Company’s invoice unless otherwise agreed in writing. Time for payment shall be of the essence. The Company will invoice the Client as set out in the quotation.
4.2 No payment shall be deemed to have been received until the Company has received all cleared funds.
4.3 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.
4.4 The Price shall be due in full to the Company in accordance with the terms of the Contract and the Client shall not be entitled to exercise any set off, lien or any other similar right or claim.
4.5 Without prejudice to any other rights it may have the Company is entitled to charge interest at 4% above the current base rate of the HSBC on overdue payments of the Price or, if applicable, any instalment of the Price, accruing on a daily basis until payment is made, whether before or after any judgement.
4.6 Prices given in the quotation are estimates based on the Client Information. The Company is entitled to increase the Price:-
4.6.1 for additional or different services arising out of the lack, or inaccuracy, of the Client Information;
4.6.2 if during the provision of the Services as the Goods are cleaned/refurbished the Company determines that different processes are required than were provided for in the original quotation;
4.6.3 if the Company’s wages, materials or costs in providing the Services have risen by more than 10% since the date of the quotation;
The amount of such increase shall be agreed with the Client, such agreement not to be unreasonably withheld or delayed. If agreement cannot be reached then the Company may charge such additional amount as it reasonably considers necessary.
4.7 The Client shall in addition pay to the Company an environmental charge specified in the quotation equal to a percentage of the Price.
4.8 The Company shall be entitled to a general lien on all goods of the Client in the Company’s possession (including Goods where the Services in respect of them have been paid for) for the unpaid price of all services provided to the Client by the Company under this or any other contract.
5. Delivery
5.1 Unless otherwise agreed in writing by the Company the Client shall be responsible for and shall bear the risk of delivery of the Goods to the Premises and, following completion of the Services, from the Premises to the Client’s premises.
5.2 The Client will collect the Goods from the Premises within 3 days of the Company giving it notice that the Goods are ready for collection.
5.3 If the Company by written agreement with the Client arranges delivery of the Goods to or from the Premises the Company shall arrange transit insurance of the Goods up to a value agreed in writing with the Client. Any liability of the Company or its sub-contractors for non-delivery of the Goods or damage in loading or transit shall be limited to the amount of such insurance. Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s or sub-contractor’s negligence).
5.4 If for any reason the Client will not collect or accept delivery of any of the Goods when they are ready for collection/delivery or the Company is unable to deliver the Goods on time because the Client has not provided appropriate instructions, documents, or if the Company has exercised its lien under Condition 4.8:-
5.4.1 risk in the Goods will be the Client’s (including for loss or damage caused by the Company’s negligence) against loss or damage by accident, fire or theft and other risks;
5.4.2 the Company may store the Goods until delivery whereupon the Client will be liable for all related costs and expenses (including without limitation storage and insurance).
5.5 Subject to Condition 5.3, if applicable, the risk in the Goods shall remain with the Client whilst the Goods are at the Premises or within the Company’s control and whilst the Company will use reasonable endeavours to take care of the Goods the Client must maintain in place comprehensive insurance against loss or damage by accident, fire or theft and other risks.
5.6 After the performance of the Services the Client shall inspect the Goods to ascertain if they have been damaged and that any refurbishment Services have been carried out in accordance with the Contract. The Client must make any claim for damage to the Goods or breach of contract or negligence by the Company in writing within 10 working days of the Client receiving the Goods.
5.7 If the Client does not give notice under clause 5.6 the Goods and the Services shall be deemed to be in all respects in accordance with the Contract and the Client shall be bound to pay for the Services accordingly. The Company shall have no liability for claims made after this period.
5.8 The provisions of clause 5 only apply if the Services include the cleaning/refurbishment of Goods.
6. Company’s Obligations
6.1 The Company will use reasonable skill and care in the performance of the Services and will follow its quality control standards from time to time in place.
6.2 The Company will where applicable and upon the Client’s reasonable request provide a letter of conformity and test results in accordance with the Company’s then current quality procedures.
6.3 If during the performance of the Services the Company finds a fault or defect in the Goods it will notify the Client and follow the Company’s quality control procedures.
7. Client’s Obligations
7.1 The Client shall promptly provide to the Company with such information, drawings and documents as the Company requests for the proper performance of the Services or for the Company’s compliance with any quality standards, legislation, guidelines or other legal obligations including without limiting the foregoing, health & safety data sheets detailing contamination, specifications, etc.
7.2 The Client shall advise the Company immediately of any change or amendment to the Client Information.
7.3 The Client acknowledges that the ability of the Company to perform the Services and to enable it to comply with relevant environmental legislation and quality control standards the obligations of the Client in this clause 7 are of paramount importance. The Company excludes all liability of any kind in respect of the Client Information or any loss, expenses, damage or claims arising directly or indirectly out of the Client Information being incomplete, incorrect, inaccurate, illegible, out of sequence or in wrong form, or arising from their late arrival or any other fault of the Client. The Client shall indemnify the Company in full (including any costs) against any claims or legal proceedings that anyone threatens or makes against the Company arising from the Client Information, the Client’s instructions or other breach of its obligations under the Contract.
7.4 The Company monitors and analyses the wastes removed from the Goods for the proper collection and disposal of such wastes. The results of such analysis shall be final in determining the accuracy, completeness or otherwise of the relevant part of the Client Information.
8. VAT
8.1 All sums payable under the Contract unless otherwise stated are exclusive of VAT and other duties or taxes.
8.2 Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition.
9. Exclusions/Limitations of Liability
THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSES 9.3 AND 9.4
9.1 The Company shall not be liable to the Client for the death of or injury to the Client or its employees or loss or damage to the Client’s property unless due to the negligence or other failure of the Company to perform its obligations under the Contract or under the general law.
9.2 The Client shall have no liability for any fault or defects in the Goods unless arising directly out of the Client’s material and irremediable breach of the Contract or negligence.
9.3 Subject to Condition 9.6 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Price.
9.4 The Company’s insurance cover in respect of its own legal liability for claims excludes liability for consequential loss and to accept liability for such claims would invalidate the Company’s insurance. The Client therefore agrees that the Company shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. For the avoidance of doubt the aforesaid exclusion of consequential loss does not exclude liability for losses arising directly and naturally out of any breach or for losses to the extent that the Company can recover the same under its insurance.
9.5 The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services if the delay or failure was due to any cause beyond the Company’s reasonable control.
9.6 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
9.7 The Client acknowledges that it has not relied upon any oral or written representation made to it by the Company or its employees or agents other than as expressly set out in the Contract.
9.8 All descriptive matter and advertising issued by the Company or contained in its catalogues or brochures issued or published or the results of any sample services provided (whether free of charge or otherwise) are for the sole purpose of giving an approximate idea of the Services and will not form any representation or part of the Contract.
10. Notices and Termination
10.1 Either party may, without limiting any other remedy at any time terminate the Contract by giving written notice to the other if the other commits any material breach of the Contract and (if capable of remedy) fails to the remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
10.2 Any termination shall be without prejudice to any outstanding rights or obligations.
11. General
11.1 These Conditions (together with the terms set out in the Contract) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions expressed or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
11.2 Any notice or information required to be given by either party to the other under the Contract shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice and shall be deemed to have been delivered on delivery if delivered by hand or within 48 hours of posting if sent by prepaid first class registered post.
11.3 No failure or delay by the party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
11.5 Any dispute arising under or in connection with these Conditions or the provisions of the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the president for the time being of the Law Society
11.6 English Law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
11.7 The Company may assign or sub-contract all or part of its obligations hereunder.
11.8 No third party shall have the right to enforce the terms of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999 save as expressly provided in the Contract.
12. Confidentiality
12.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature obtained under or pursuant to this Contract and will not disclose that information to any person (other than employees, clients or insurers needing to know the same).
12.2 The obligations in clause 12.1 shall remain in force for two years after the expiry or termination of the Contract.
12.3 If the Client attends any premises of the Company the Client will sign a confidentiality agreement in such form as the Company may reasonably require which shall operate in addition to the terms of the Contract.
