||a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
||the terms and conditions set out in this document as amended from time to time in accordance with clause 12.5.
||the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
||the person or firm who purchases the Goods from the Supplier.
|Force Majeure Event
||has the meaning given in clause 11.
||the goods (or any part of them) set out in the Order.
||The manufacturer of any applicable Goods.
||any catalogues, brochures or website content of the Supplier.
||the Customer’s written order for the Goods.
||The Supplier’s quotation for the Goods.
||any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
||BRIDON HEALTHCARE FURNITURE LIMITED (registered in England and Wales with company number 06008527) or its representatives.
- A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- A reference to writing or written includes emails.
- Basis of contract
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- A Quotation for the Goods given by the Supplier shall not constitute an offer.
- The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
- The Order must include the following, if applicable:
- Full name, address and telephone number of contact for Delivery;
- Full specification of all Goods;
- Model Numbers;
- Any special delivery or installation instructions.
- Where applicable, all Orders must include an authority code.
- The Order shall be deemed to be accepted on the earlier of:
- the Supplier issuing a written acceptance of the Order; or
- the Supplier doing any act consistent with fulfilling the Order.
- The Goods are described in the Supplier or Manufacturer’s Media as modified by any applicable Specification or by the Supplier or Manufacturer from time to time.
- To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This Clause 3.2 shall survive termination of the Contract.
- The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
- Delivery and Installation
- The customer will be notified in writing of the anticipated date of delivery.
- Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
- The Supplier shall deliver the Goods to the Customer’s premises or such other location as the parties may agree (Delivery Location). Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
- Delivery shall occur between 8am and 4pm, Monday to Friday, unless otherwise agreed by the parties.
- The Supplier shall install the Goods at the Delivery Location on the delivery date as directed by the Customer, subject to the Supplier having access to the installation site.
- The Supplier may charge the Customer if the Customer requires the Goods to be installed other than on the date of delivery. Any additional charges under this clause 4.6 will be calculated at rates arising at the time.
- Where Delivery and installation occurs other than between 8am and 4pm, Monday to Friday, delivery and installation costs are additional the price of the Goods, unless expressly stated otherwise. Any costs for delivery and installation will be notified in writing to the Customer by the Supplier as soon as reasonably possible.
- The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).
- If the Customer fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
- delivery of the Goods shall be deemed to have been completed at 16:00 on the day on which the Supplier notified the Customer that the Goods were ready to be delivered;
- the Supplier may invoice the Customer for the full price of the Goods;
- the Supplier shall store the Goods until delivery can take place, and charge the Customer for all related costs and expenses (including insurance) incurred after 14 days;
- the Supplier may charge the Customer for any fees incurred in rearranging delivery;
- the Supplier may resell or otherwise dispose of part or all of the Goods.
- The Supplier shall have no liability for any loss incurred by the Customer arising out of or in consequence to any failure by the Supplier to deliver the Goods.
- Cancellation of an Order
- Any cancellation of an order must be in writing to the Supplier and be received prior to the anticipated date of delivery.
- Where the Customer cancels an Order within 21 days of the Order being placed and prior to the Delivery Date, the Supplier may invoice the Customer for 50% of the Goods.
- Where the Customer cancels an Order after 21 days of the Order being placed and prior to the Delivery Date, the Supplier may invoice the Customer for the full price of the Goods.
- Upon cancellation of an Order, the Customer will indemnify the Supplier against all losses incurred in connection with the Order.
- The Supplier warrants that (warranty period), the Goods shall:
- conform with their description and any applicable Specification;
- be free from material defects in design, material and workmanship;
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
- be fit for any purpose held out by the Supplier.
for a period of five years from the date of delivery in the case of non-moving parts and three years in the case of moving parts.
- Clause 6.1 does not affect the Customer’s rights under any applicable Manufacturer’s warranty.
- Subject to clause 6.4, if:
- the Customer gives notice in writing to the Supplier during the warranty period and within 7 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 1;
- the Customer provides the Supplier will photographic evidence and / or a description of the defect;
- the Supplier is given a reasonable opportunity of examining such Goods; and
- the Customer returns such Goods to the Supplier’s premises or the Supplier collects the Goods from the Customer’s premises, at the Customer’s cost (unless agreed otherwise by the parties)
the Supplier shall, at its option, repair or replace the defective Goods.
- The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 in any of the following events:
- the Customer makes any further use of such Goods after giving notice in accordance with clause 3;
- the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
- the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
- the Customer alters or repairs such Goods without the written consent of the Supplier;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
- The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
- Title and risk
- The risk in the Goods shall pass to the Customer on completion of delivery.
- Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer; and
- Until title to the Goods has passed to the Customer, the Customer shall:
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition;
- give the Supplier such information relating to the Goods as the Supplier may require from time to time.
- The Customer may use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods.
- Price and payment
- The price of the Goods (excluding any applicable delivery or installation costs) shall be the price set out in the Quotation, or, if no price is quoted, the price set out in the Manufacturer or Supplier’s published price list in force as at the date of delivery, unless varied in accordance with clause 8.2.
- The Supplier may, by giving notice to the Customer at any time up to 14 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
- any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties and increases of the Manufacturer including increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
- any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
- The price of the Goods:
- (unless otherwise stated) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
- excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer
- The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
- The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
- If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4.0% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
- The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
- Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods or terminate this Contract with immediate effect by giving written notice to the Customer if:
- the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
- the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
- Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- Limitation of liability
- Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- defective products under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
- Subject to clause 1:
- the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
- Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Contract by giving 14 written notice to the affected party.
- Assignment and other dealings.
- The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
- Entire agreement.
- This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
- No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, email.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 6.1; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.