Terms & Conditions of Sale
1. Definitions
1.1 In these conditions, unless the context requires otherwise:
Customer means the person who buys or agrees to buy the goods or services from Us;
‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Us;
1.2 ‘Products’ and Services’ mean the products and services respectively which the Customer agrees to buy from Us;
1.3 ‘Quotation’ means the form of this name which We shall supply to the Customer and which shall contain certain additional terms and conditions relating to the supply of Products and/or Services by Us; and
1.4 We means Bradleys (Stowmarket) Limited and ‘Us’ and Our shall be construed accordingly.
1.5 Reference to a paragraph or paragraphs shall be a reference to a paragraph or paragraphs of these Conditions.
2. General
2.1 These Conditions constitute the entire agreement between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
2.2 Our officers, employees and agents are not authorised to make any representations concerning the Products and/or Services to be supplied unless confirmed in writing. Any advice or recommendations given by any of Our officers, employees and/or agents is acted on entirely at the Customers own risk and We shall not be liable for any advice or recommendation which is not in writing.
2.3 The rights and obligations of the Customer under the Conditions shall not be assigned or transferred without Our written consent.
2.4 No failure or delay by Us in exercising any of Our rights under the Conditions shall be deemed to be a waiver of that right, and no waiver by Us of any breach of the Conditions shall be considered to be a waiver of any subsequent breach of the same or any other provision of the Conditions.
2.5 If any provision of these Conditions is held by any court or other 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 provision in question shall not be affected.
2.6 English law shall apply to these Conditions and the parties agree to submit to the jurisdiction of the English courts.
3. Prices and Quantities
3.1 The price of the Products and/or Services is the quoted price as set out in the Quotation and is valid for 30 days only or until earlier acceptance by the Customer or, if no price is quoted or the Quotation is no longer valid, Our current price at the time of delivery or completion of the work as determined by Us.
3.2 We reserve the right to increase the price of the Products and/or Services to reflect any increase in Our costs which is beyond Our reasonable control or which is caused by the Customer giving Us incorrect or inadequate instructions.
3.3 Prices are quoted on the basis of the work being carried out during normal working hours without obstruction, interruption or delay by other parties failing to provide necessary services when required or by causes outside of Our control. The Customer shall pay any extra costs which result from any such obstruction, interruption or delay.
3.4 Any material requiring tape to be removed prior to processing will incur a surcharge on the processing price.
3.5 We shall not be liable for any shortfall in the number of items delivered to the Customer following the supply of Products and/or Services unless such shortfall is 5% or more of the total number of items received by Us from the Customer. In certain circumstances We may vary this provision. The details of any such agreed variation shall be set out in the Quotation.
3.6 Any variation from the quantities or lengths quoted may necessitate a price adjustment.
3.7 We shall be entitled to require the Customer to deliver an excess to Us to allow for wastage. Any such requirement shall be identified in the Quotation. We shall have no liability in respect of any such agreed wastage.
3.8 Unless otherwise stated, prices quoted are exclusive of VAT and delivery and all other charges.
4. Payment
4.1 Unless otherwise agreed in writing, for example, but not limited to, where you have opened a credit account with Us under which different payment terms may apply, payment in respect of Products and Services shall be made upon delivery or within 7 days of receipt of Our invoice, whichever is the earlier.
4.2 The Customer agrees not to withhold or set off for any reason any money which is payable for Products and/or Services supplied by Us.
4.3 If any payment is not made on or before its due date, We reserve the right to charge interest on the outstanding amount at 8% above the base rate of the Bank of England at the time the payment became due, until the outstanding amount is paid in full. Such interest shall accrue from day to day and after as well as before any judgement and shall be compounded monthly.
4.4 Without prejudice to any other rights or remedies We may have under these Conditions, if the Customer fails to pay any invoice on or before its due date, then:
4.4.1 We may withhold delivery of any outstanding Products or Services ordered but not yet delivered to you, whether or not payment has been received for those Products or Services and whether or not those Products or Services form part of the overdue invoice or form part of a separate order, without being in breach of these Conditions;
4.4.2 all sums due on any credit account and on all accepted orders whether or not payment is yet due in accordance with the terms of the credit account or orders, shall, subject to the Products or Services having been delivered become immediately due and payable to Us on demand.
5. Delivery
5.1 We shall not be liable for any delay in the delivery of or provision of the Products and/or Services howsoever caused. Delay in Our supplying the Products and/or Services shall not entitle the Customer to reject the Products and/or Services. Time for delivery shall not be of the essence of the agreement between Us and the Customer unless previously agreed in writing by both parties and delay in delivery shall not entitle the Customer to treat this agreement as repudiated.
5.2 If the Customer is unable to take delivery from Us of any item(s) in respect of which We have supplied Products and/or Services We reserve the right to arrange storage at Our works or elsewhere at the Customers risk and expense, to effect delivery by whatever means We consider appropriate and/or to re-sell or otherwise dispose of the items without prejudice to any claims We may have against the Customer for breach of contract or otherwise.
5.3 Any packaging or tape which We use on items in respect of which We have supplied Products and/or Services is intended to provide only temporary protection during transport. Such packaging and tape is not suitable for protection of items during storage. The Customer therefore agrees to replace this temporary packaging with packaging appropriate for storage. We have no control over the length or cir-cumstances of storage of any items in respect of which We have supplied Products and/or Services. We therefore give no warranty, representation or undertaking as to the suitability for storage of any packaging and/or tape supplied by Us and We do not have and hereby exclude all liability and/or responsibility for any damage suffered during storage by any item in respect of which We have supplied Products and/or Services. This is without prejudice to or limit upon the provisions of paragraph 9.
5.4 Claims for damage to or loss of goods in delivery must be submitted to Us and to the carrier (if appropriate) as follows:-
5.4.1 in the case of non-delivery, within 7 days of the date of dispatch shown on the invoice or delivery note or otherwise as advised to the Customer (whichever is the earlier);
5.4.2 in the case of damage to or partial loss of goods within 3 days of receipt; and We shall not be liable for any claims made outside these time limits.
5.5 Should expedited delivery be agreed which necessitates overtime or additional cost, such costs and overtime expenses will be borne by the Customer.
6. Cancellation and Termination
6.1 The Customer may cancel or vary its order only with Our written consent. We reserve the right to charge a cancellation or variation charge which is in Our opinion reasonable having regard to the circumstances and cost of the particular order. If We suffer any loss (including loss of profit), costs, damages, charges and/or expenses as a result of the Customers cancellation the Customer shall indemnify Us in full against such loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses.
6.2 We may cancel an order at any time. If We propose cancelling an order We shall first contact the Customer to advise of the proposed cancellation and to try to agree alternative arrangements.
6.3 We may, without prejudice to any other rights which We may have, terminate the agreement if:-
6.3.1 the Customer is in material breach of these Conditions;
6.3.2 the Customer is unable to pay its debts, makes any voluntary arrangement with its creditors, becomes subject to an administration order, becomes bankrupt and/or goes into liquidation;
6.3.3 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the
Customer;
6.3.4 the Customer ceases or threatens to cease to carry on business; and/or
6.3.5 We reasonably believe that any of the events mentioned in paragraphs 6.3.1 to 6.3.4 inclusive is about to occur.
6.4 Our right of termination shall be exercised by written notice to the Customer. Upon such termination, Our obligations to the Customer shall cease and the Customer shall be liable to Us for such termination charge as is in Our opinion reasonable having regard to the costs and circumstances of the order. If We suffer any loss (including loss of profit), costs, damages, charges and/or expenses as a result of the ter-mination the Customer shall indemnify Us in full against such loss (including loss of profit), costs (including the costs of all labour and material used), damages, charges and expenses.
7. Orders and Specifications
7.1 All orders will be subject to £125 minimum charge. One order is required for each colour.
7.2 All prices quoted are for standard colours and gloss level unless otherwise stated on the Quotation. The full powder manufacturer’s colour reference number shall be stated on the Quotation. Special colours selected from outside the standard range will be quoted on an individual basis.
7.3 The quality of the powder-coated finish on galvanised steel is dependent on the quality of the galvanizing itself. In the absence of approved samples We will deem galvanised material supplied as being of a suitable standard for processing. The finishes on galvanised coatings will show unevenness of the substrate which should be allowed for when assessing the coated surface finish. The Customer shall remain liable for payments due to Us notwithstanding any such unevenness which may show in the finished item(s). Without prejudice to the provision of paragraph 8 We shall have no liability for any flaw in items) in respect of which We have supplied Products and/or Services where such flaw is caused directly or indirectly by the quality of galvanising.
7.4 We will not coat material unless dearly marked up drawings showing all surfaces requiring powder coating are supplied for all work.
7.5 It may be necessary to clamp or drill material to support it during processing. Any restrictions on the location of these jigging points should be notified to Us at the same time that the order is placed.
7.6 Sheets and pressings are quoted for treating one side only, unless otherwise stated
7.7 The Customer shall be responsible to Us for ensuring the accuracy of any order (including any applicable specification) submitted by the Customer, and for giving Us within a sufficient time any necessary information relating to the items in respect of which We are to supply Products and/or Services to enable Us to supply the Product and/or Services in accordance with these Conditions and in accordance with any applicable health and safety regulations (statutory or otherwise).
7.8 Due to the surface profile of Zinc metal spray any of the following may occur a textured or uneven surface on any subsequent paint coat; a degree of pinholing which, generally, should not have an adverse effect on the performance of the finish; the electrostatic deposition of a powder can cause thicker coatings near edges and thinner coatings in recesses; and/or a slight degree of ‘orange peel’. The maximum extent of ‘orange peel’ allowable should be indicated by the Customer, using suitable reference material. The Customer shall remain liable to pay Us for all Products and/or Services supplied by Us in respect of Zinc metal spray, notwithstanding that one or more of the effects listed above may occur. Without prejudice to paragraph 9, We shall have no liability for any surface flaw on any item where such apparent flaw is a consequence, direct or indirect, of using Zinc metal spray and is an inevitable or likely result of using such spray.
7.9 Intumescent paint is not designed for cosmetic finish. Unless otherwise stated in the Quotation it is only produced in a hand gun or pump finish. Any additional preparation over and above this is fully chargeable to the Customer.
7.10 No responsibility is accepted for defects in material revealed by the grit blasting process.
7.11 Special attention should be paid to removal of uneven surfaces on welded joints to achieve a good quality finish. Certain types of welding material can affect the pre-treatment/powder coating process due to high silicon content. Without prejudice to paragraph 9 We shall have no liability for any defects in the finish caused directly or indirectly by the use of incorrect fabrication materials and the Customer shall remain liable to pay Us for all Products and/or Services supplied by Us notwithstanding any such defects.
7.12 We reserve the right to make any changes in the specification to the Products and/or Services which are required to conform with the applicable safety or other statutory requirements or where the Products and/or Services are to be supplied to Our specification and the changes do not in our reasonable opinion materially affect their quality or performance.
7.13 If a second phase of a contract needs to be the same colour as previously supplied we would need notification from yourselves that we have processed items previously due to different suppliers having varying shade differences especially metallics.
8. Insurance
8.1 We agree to use all reasonable efforts to obtain insurance as specifically set out in these Conditions and to obtain insurance for Our liability for death and personal injury arising out of the supply of Products and Services and liability for defective goods under the Consumer Protection Act 1987.
8.2 After the supply of Products and/or Services we have no control over the use, storage, sale and/or disposal of the relevant goods in respect of which we have supplied Products and/or Services. It is therefore not practicable for Us to obtain any insurance cover relating to the Products and/or Services save as set out in paragraph 8.1 above.
9. Warranties and Limitation of Liability
9.1 The Customer shall carry out all tests and trials necessary to satisfy itself as to the suitability of finished goods for the purpose for which the Customer intends to put them.
9.2 We undertake that the Products and Services supplied by Us will be in accordance with normal industrial standards. Save as aforesaid any warranty or condition, express or implied whether written or verbal as to the quality of the Products and/or Services and/or finished goods and/or their fitness for any particular purpose are specifically excluded.
9.3 We undertake to repair or replace any part of the Products or Services supplied by Us which in Our reasonable opinion, have failed to comply either in material or workmanship with the standard set out in paragraph 9.2 within 12 months from the date of delivery. Such undertaking does not extend to any claim arising from fair wear and tear, wilful damage, negligence, unskilled attendance or failure to follow manufacturer’s, Our or Our officer’s, servants or agents, verbal or written instructions induding, without limitation, instructions regarding storage set out in these Conditions. Our entire liability shall not exceed the price of the Goods, Products and Services supplied.
9.4 Except in respect of death or personal injury caused by Our negligence, or liability for defective goods under the Consumer Protection Act 1987, We and Our officers, servants and/or agents shall not be liable to the Customer or any other person for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of or in connection with the provision of the Products and/or Services.
9.5 We accept no liability for breach of or failure to perform any of Our obligations which is caused by circumstances beyond Our control.
9.6 Without prejudice to the other provisions of this paragraph 9, We shall not be liable in respect of any items which have been processed, cut or altered by the Customer in any way or not used or stored in the proper manner and as set out in these Conditions.
9.7 The limitations on Our liability set out in this paragraph 9 and elsewhere in these Conditions have been agreed after taking account particularly of the insurance arrangements described above. The price offered by Us for the supply of Products and/or Services is on the assumption that the Customer accepts these limitations on Our liability. The Customer hereby agrees that the limitations on Our liability set out in these Conditions are fair and reasonable having regard to all the circumstances of and terms and conditions relating to the supply of Products and Services by Us.
9.8 For external environments, mating surfaces which are not accessible to the coating are not covered by any warranty.
10. Indemnity
The Customer hereby indemnifies Us against all costs, damages, charges, liabilities, expenses, penalties and other payments suffered by Us arising out of the Supply of the Products and/or Services by Us save to the extent that We are expressly liable for any such costs, damages, charges, liabilities, expenses, penalties and other payments pursuant to these Conditions.
11. Passing of title
11.1 Title in any goods delivered to Us by the Customer for the application of Products and/or Services shall remain with the Customer. We shall have a lien over such goods until We have been paid in full for all Products and/or Services supplied by Us to the Customer. Risk in such goods shall at all times remain with the Customer, save that We shall take reasonable steps to arrange for those goods to be covered by insurance (in respect of such risks as We shall think fit) whilst on Our premises.
11.2 Risk in any Products supplied by Us shall pass to the Customer upon delivery. Full legal and equitable title and interest in the Products shall remain with Us until We have received full payment of all amounts owing to Us in respect of any Products and/or Services supplied by Us.
11.3 If any payment is overdue We may recover or resell the Products and/or any goods into which they have been incorporated or any of them and may enter upon the Customer’s premises with Our servants or agents for this purpose.
11.4 Any payments due to Us shall become due immediately upon the commencement of any act or proceeding in which the customer’s insolvency is involved.
11.5 If any of the Products are incorporated in or Used as material for any other goods before such payment, the property in the whole of the other goods shall vest in Us until payment has been made.
11.6 Until such time as We have received payment in full of the price of the Products and/or Services, the Customer shall account to Us for any proceeds of sale of the Products and/or Services or of any products into which the Products and/or Services have been incorporated whether tangible or intangible, and/or of any insurance proceeds relating to the relevant Products and shall keep all such proceeds of sale and/ or insurance separate from any monies or property of the Customer and third parties and in the case of tangible proceeds, properly stored, protected and insured.
12. Force Majeure
These Conditions are subject to cancellation by Us or to such reasonable variation as We may deem necessary by reason of inability to secure labour, materials, transport or supplies or by reason of strike, lockout, trade dispute, Weather conditions, hostilities, legislation, act of God, or any cause whatsoever beyond Our control.
