Terms and conditions of use
The Contract & Representations
This document contains only the terms and conditions upon which the Seller will do business with the Purchaser and shall prevail notwithstanding any printed or other conditions contained in any purchase order acceptance of estimate or quotation or otherwise brought to the Seller’s notice, no other agreement, representation, promise or understanding of any kind, unless expressly accepted in writing by the Seller shall vary, supersede or operate as a waiver of these terms and conditions.
In these conditions of sale, except where the context otherwise requires, the following words shall have the following meanings: “Seller” shall mean Bristol Incubators Limited “Purchaser” shall mean the person or persons body, whether corporate or unincorporate or other organisation whose order for goods is accepted by the Seller. “Contract” means the contract made or to be made between the Seller and the Purchaser subject to these conditions. “Goods” shall mean the items, equipment, machines, accessories, and spare parts which are the subject matter of the contract.
No communication, statement, or representation from the Seller or any of its employees or agents, whether given orally or in writing, is to be treated as a representation, condition or warranty conferring any contractual rights on the Purchaser or imposing any contractual rights on the Seller or is to be treated as being part of the contract and the contract is signed by a Director of the Seller
Descriptions / Specifications
All drawings, descriptions, weights, dimensions, illustrations, particulars of performance, specification and statements made in any catalogue price list, leaflets, brochures and any other advertising matter submitted to the Purchaser constitute an approximate guide only and their use shall not in any circumstances constitute a sale by description. The Seller reserves the right at all times, to make modification to any design or specification without prior notice to the Purchaser for whatever reason the Seller considers necessary
Any time, date or period for delivery given by the Seller is intended as an estimate only and the Seller shall not be under any liability whatsoever for delay in delivery or the consequences thereof.
Subject to these terms and conditions, unless otherwise agreed by the Seller in writing, payment shall be made within 28 days of the invoice. Notwithstanding that any payment is not due under D1 hereof the Seller reserves the right at any time before proceeding further with its obligations under the contract, to demand full or partial payment under the contract and full or partial payment of any due and payable under any other contract between the Seller and the Purchaser.
If the Purchaser defaults in payment, the Seller may in addition to exercising the rights contained in D2, and without prejudice to any of the other rights of the Seller, delay delivery or terminate the contract, delay delivery under or terminate other contracts with the Purchaser and retain any payments on account already received under the contract with the Purchaser. If the Seller delays delivery as aforesaid, the contract shall not be determined thereby nor shall the Purchaser be entitled to determine the same.
The risk in the goods will pass to the Purchaser when the Seller delivers the goods in accordance with the terms hereof to the Purchaser or it’s agent or other person to whom the Seller has been authorised by the Purchaser to deliver the goods or the goods are collected by the Purchaser or its agents or other person whom the Seller has authorised to collect the goods. The Seller will have no responsibility in respect of the safety of the goods or otherwise after delivery by the Seller or collection by the Purchaser shall insure the goods thereafter against such risks (if any) as the Purchaser thinks appropriate
Notwithstanding the passing of the risk in the goods under clause E1 until full payment has been received by the Seller, for all the goods whatsoever supplied at the time by the Seller to the Purchaser, the property of the goods remains in the Seller. The Seller may without prejudice to its other rights and remedies recover and / or resell the goods and may come upon the Purchaser’s premises at any time without notice to repossess the goods without any liability. The Seller shall have the right to recover and / or resell the goods and to enter upon the Purchaser’s premises at any time without notice, to repossess the goods without any liability if the Seller ceases to carry on its business or a substantial part thereof or if any distress or execution is levied on any part of the Purchaser’s property or if the Purchaser makes or offers to make arrangement or composition with creditors or commits any act of bankruptcy or if any resolution or petition to wind up the Purchaser’s business is presented or passed or a Receiver is appointed of the Purchaser’s undertaking property or assets or any material part thereof.
If within twelve months of the date of delivery of the goods, the Purchaser alleges that the goods or any part or parts thereof are defective by reason of faulty materials, workmanship or design (other than a design made, furnished or specified by the Purchaser) then the Purchaser shall give notice in writing to the Seller specifying the alleged defects and shall give the Seller every opportunity to inspect and remedy the same. If the Purchaser shall fail to give such notices within twelve months from the date of delivery, the Seller shall be under no liability whatsoever.
Where the Seller accepts that the goods or any part or parts thereof are defective due to faulty materials, workmanship or design as aforesaid, then subject as hereinafter, provided the Seller shall at its option replace or repair the goods or part or parts thereof without cost to the Purchaser.
Unless an agreement has been reached between the Seller and the Purchaser to the contrary, replacement or repair shall be carried out by the Seller on the Purchaser’s premises and the Purchaser shall allow the Seller reasonable access to the goods or part or parts thereof without cost to the Purchaser.
The Seller shall be under no liability in respect of any defect arising where the goods or part or parts thereof have been improperly handled or stored or have been altered or processed in any way.
The Seller shall be under no liability in respect of any defect arising where the goods or part or parts thereof have been subjected to abnormal use or use under abnormal conditions or if the goods or part or parts thereof have been used beyond their recommend capacities, loadings or ratings.
The Purchaser shall not cancel the remainder of the contract or refuse to accept delivery under it by reason only of the fact that any defective goods or part or parts thereof were delivered by the Seller to the Purchaser.
Nothing in clause G shall affect the conditions as to the risk or delivery set out herein.
Save as contained in clause G hereof the Seller shall be under no liability in respect of goods which are faulty or defective or for any loss or damage to the goods arising out of the fault or defect whether arising directly or indirectly, consequently or otherwise. The Seller is under no liability whatsoever for the loss or damage to eggs or livestock arising from delays in delivery or from goods which are deemed to be faulty or defective. Full liability lies with the Purchaser. It is advised by the Seller that the Purchaser should take out personal Product Liability Insurance to cover any consequential losses for the aforesaid
Claims on Delivery
The Purchaser shall inspect the goods immediately on arrival thereof and shall within three days from such inspection give notice to the Seller of any matter or thing by reason whereof it alleges the goods are not in accordance with the contract. If the Purchaser shall fail to give such notice, the goods shall be deemed to be in all respects in accordance with the contract and the Purchaser shall be bound to accept and pay for the same accordingly.
Where it is alleged that the goods are not in accordance with the contract, the Seller or its agents shall be given a reasonable opportunity to inspect the goods. If after inspection the Seller agrees to the return of any goods (and any such agreement shall be without prejudice to its rights under these conditions) the goods on being received by the Seller must be in the same condition that they were on inspection.
If the Seller accepts the return of the goods and allows the Purchaser credit in respect of the same, the Seller shall be under no further liability. In no circumstances shall the Seller be liable for any sum in excess of the purchase price of the goods plus any freight and insurance charges paid by the Purchaser. The Seller shall in no circumstances be liable for any consequential loss. The Seller shall be under no liability in respect of any goods no longer in their original state which have been improperly handled or stored or in respect of goods which have been altered or processed in any way unless the Seller is satisfied in all respects with such alterations or processing.
The Purchaser shall not cancel the remainder of the contract or refuse to accept delivery under it by reason of any alleged breach of contract in respect of any goods delivered.
Where the goods are to be delivered or collected (as the case may be) in instalments, each instalment shall be deemed to be a separate and distinct contract and no default by the Seller in respect of any instalment shall entitle the Purchaser to reject or withhold payment for any other instalments or determine the contract or any other contract.
Industrial Property Rights
The goods are supplied under this contract on condition that any registered trademarks used in connection with them which are the property of another registered proprietor shall not be used in any manner not approved by the registered proprietor or in breach of any conditions attached to their use and shall not be used in connection with the goods after they have been processed or treated in any manner not approved by the registered proprietor. If work done by the Seller in a accordance with any specification provided or ordered by the Purchaser involves the infringement by the Seller of any copyright, registered patent design or trademark. The Purchaser shall indemnify the Seller in respect of any damages penalties, costs or expenses for which the Seller may become liable.
Termination and Suspension
The Seller shall be entitled at its own opinion without prejudice to its other rights and remedies (including without limitation, its rights under clause D4 and K) either to suspend delivery, make partial delivery under any or every contract and / or may determine any or every contract without the Seller being under any liability whatsoever but without prejudice to the Seller’s rights accrued in respect of deliveries made in any of the following events: If the Purchaser fails or refuses to take delivery of or to collect (as the case may be) any goods; If the Seller has any bona fide doubts as to the solvency of the Purchaser; If the Purchaser commits any act of insolvency; If the Purchaser commits any breach of any contract between the Purchaser and the Seller The Seller shall be entitled to exercise its rights of suspension and termination at any time during the continuance of the circumstances set out above and in the event of any such suspension, the Seller shall be entitled as a condition of resuming delivery to require pre-payment of or such as it may require for the payment of the price of any further delivery.
If owing to any strike, industrial dispute, fire breakdown of machinery, or any cause whatsoever beyond the Seller’s control, the Seller in unable to deliver the goods at the time, date or period for delivery given by the Seller and the Seller may by notice to the Purchaser claim an extension of time for delivery, provided that if the period claimed exceeds three months, the Purchaser shall have the right to determine the contract by notice in writing to the Seller but without prejudice to the rights of the Seller in respect of the deliveries already made.
In the event of hostilities in which the United Kingdom is involved, (whether war in declared or not) or in the event of civil war, rebellion, revolution, insurrection or military or usurped power or any national emergency, or in the event of any rule, regulation, order, or requisition issued by any government department, council, or other duly constituted authority which shall prevent, delay, or interrupt work, the Seller may at any time, on notice to the Purchaser suspend delivery, make partial deliveries or determine the contract in each case without prejudice to its right accrued in respect of delivered already made.
No failure or delay on the part of the Seller to exercise its rights under the contract shall operate as a waiver thereof nor shall any single nor partial exercise of any rights exclude any other or further exercise thereof. Any waiver of a breach of any provision of the contract shall not affect the Seller’s rights in the event of any further or additional breach or breaches.
Each and every obligation contained in any clause or sub-clause of these conditions shall be treated as a separate obligation and shall be severally enforced as such and the non-enforceability at any time of any clause or sub-clause of these conditions shall not prejudice the enforceability of the remainder.
These conditions and the contract of which they form part shall be governed and constituted in accordance with English law and parties hereto accept the jurisdiction of the English Courts
Unfair Contract Terms
The Seller has drawn up these terms and conditions of sale in light of the Unfair Contract Terms Act 1977. They are considered by the Seller to be fair and reasonable and its prices are based upon contracts made on these terms and conditions. If the Purchaser considers these terms to be unreasonable in whole or in part he / she must inform the Seller in writing before any contract is made otherwise he / she will be deemed to accept that they are reasonable.
Additional Conditions Where Bristol Incubators Ltd Undertake Installation / Servicing & Commissioning
The Seller shall have free and suitable access to the site at all times with space for the storage of materials within thirty feet of the works. Unless otherwise agreed by the Seller in writing, all materials arriving at the site shall be: Unloaded by the Purchaser (without charge to the Seller) under the Seller’s control. Held by the Purchaser in safe custody and dry storage on site until incorporated in the works. No allowance has been made in any quotation for the following facilities all which are to be provided free of charge by the Purchaser: The supply, erection, dismantling and repositioning of safety rails, working scaffolding and access ladders must comply with statutory safely regulations. Electric power supply for hand tools to allow the use of maximum 30m leads. Removal of all waste material from the site. Mains water supply. Artificial light. Powered platform hoist. Welfare facilities. Compressor with air line for hand tools. The quotation given by the Seller is based on the information disclosed by the Purchaser to the Seller before the quotation is given including without prejudice to the generality of the foregoing all plans and specifications provided by the Purchaser to the Seller. In the event of the information being inadequate or incorrect or if there shall be any change in circumstances due to the inadequacy or inaccuracy of any such information as aforesaid the Seller reserves the right to claim for extra costs incurred by the Seller. The Purchaser shall be responsible for protecting work in progress and finished work from traffic or other building operations and for ensuring that there shall be no disturbance of any such work without the concurrence of the Seller.
The Seller shall be under no liability in respect of infectious diseases being carried onto the Purchasers premises by engineers or equipment. The Seller’s quotation is based on the Seller’s liability not exceeding £1,000,000 in respect of any one occurrence under the terms of its policy. If a higher level of liability is required then the Purchaser must notify the Seller in writing of its requirements and the Seller will require reimbursement for the additional premium involved in respect of the additional insurance cover.
All work undertaken by the Seller is to the highest standards as to the quality of materials and workmanship. In the event of there being any defect in the installation of the goods due to faulty materials or workmanship the Seller will undertake such work as is necessary to make good the defect. The Seller’s liability in such circumstances is limited to its obligation to repair the defect and the seller shall not be liable for any other damages or defect arising whether directly or indirectly from such defect in installation or for any other losses whether direct or indirect or consequential, and save as herein contained, the Seller shall be under no liability whatsoever in respect of installation of such goods.