Terms and conditions of sale of Business Supplies Direct Limited

 

1. Definitions

In these conditions “the buyer” shall mean the person, firm or company to be supplied with goods pursuant to the contract; “the contract” shall mean the contract between the seller and the buyer for the sale and purchase of the goods in which these conditions are incorporated; “goods” shall mean the goods to be supplied by the seller to the buyer pursuant to the contract; “bespoke goods” shall mean goods of a type or specification not commonly supplied by the seller or goods specially ordered by the seller to resell to the buyer in pursuance of the buyers order; “working day” shall mean any day from Monday through to Friday inclusive.

 

2. General

These conditions shall govern the contract to the entire exclusion of any other express or implied conditions and they may be varied only by the agreement in writing of the seller and buyer. The buyer accepts that in entering into the contract it has not relied upon any prior promises, representations or undertakings of the seller.

 

3. Price

3.1           The price of the goods shall be the same as the quoted price or, where the price has not been quoted, the price listed in the seller’s published price list current at the date of despatch of the goods.

 

The seller reserves the right to increase the price at any time before delivery of the goods to cover any increased direct or indirect costs to the seller in producing, purchasing and/or distributing the goods.

 

3.2           Unless otherwise agreed in writing between the seller and the buyer, the price of the goods is exclusive of Value Added Tax or any similar taxes, levies or duties which will be added to or charged on invoices at the appropriate rates.

 

4. Minimum Orders

All deliveries on our normal van routes are carriage paid. A minimum order of £50 (net of VAT and any other taxes payable) is required for carriage paid deliveries outside of such routes.

 

5. Order Acknowledgements

If the seller, following receipt of an order from the buyer, sends an order acknowledgement to the buyer, the buyer accepts that the terms of such order acknowledgement are true and accurate unless it shall otherwise notify the seller in writing within four working days of the date of such order acknowledgement. The buyer should note that it is the practice of the seller presently only to issue an order acknowledgement in relation to bespoke goods / special orders.

 

6. Payment

6.1                 Credit accounts: Settlement by the end of the following month following the month:-

 

                6.1.1        of despatch of the goods

                6.1.2        in which the order acknowledgement which relates to the goods is dated

                6.1.3        during which the buyer has been notified that the goods are available for delivery

 

                Whichever is the first to occur.

 

                Without credit accounts: settlement is on a COD basis.

 

If any payment  that is to be made hereunder by the buyer to the seller is overdue, the seller reserves the right to charge interest thereon until the date of payment as well after as before judgement on a day to day basis at an annual rate of 4% above National Westminster Bank PLC’s base rate from time applicable.

 

6.2           The time of payment of the price shall be of the essence of the contract, if the buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to:-

 

6.2.1        bring an action against the buyer for the price of the goods notwithstanding that property in the goods has not passed to the buyer.

6.2.2        cancel the contract or suspend any further deliveries to the buyer without any liability to the buyer

6.2.3        appropriate any payment made by the buyer to such of the goods (or to such goods as are supplied under any other contract between the buyer and the seller) as the seller may think fit (notwithstanding any purported appropriation by the buyer).

 

7. Title

7.1                 The property in the goods shall not pass to the buyer until the full price of the goods (and all goods which are the subject of any other contract between the seller and the buyer) is paid.

 

7.2                 Until such time as the price of all such goods described in condition 7.1 has been paid, the buyer:-

 

7.2.1        shall hold the goods as the seller’s fiduciary agent and bailee (but, for the avoidance of doubt, shall not resell the goods as the agent of the seller);

7.2.2        Shall keep the goods separate from those of the buyer and third parties and properly stored, protected and insured;

7.2.3        shall store the goods so as to be identifiable as the property of the seller and shall keep such records so that it is clear whether or not the buyer has paid the seller for the goods and which of the seller’s invoices was issued in respect of the goods.

               

7.3                 Until such time as property in the goods passes to the buyer:-

 

7.3.1        the buyer shall be entitled to resell or use the goods in the ordinary course of business but shall account to the seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate and easily identifiable from any monies or property of the buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured;

 

7.3.2        the goods shall be handed over to the seller on demand and the seller shall be entitled to retake possession of them without prejudice to any of its other rights against the buyer and the seller is hereby granted a licence to enter the premises of the buyer for the purpose of recovering such goods.

               

7.4           The buyer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the seller. Without prejudice to the other rights of the seller, if the buyer does so all sums whatever owing by the buyer to the seller shall forthwith become due and payable.

 

8. Delivery and Risk

8.1                 Risk of damage or loss to the goods shall pass to the buyer at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the seller has tendered delivery of the goods.

 

8.2                 Unless otherwise agreed by the seller and the buyer in writing, delivery of the goods shall be made by the seller, delivering the goods to such place as may be notified by the buyer. Any delivery times notified by the seller to the buyer are business estimates only and the seller will not be liable for any loss or damage (whether direct, indirect or consequential) sustained by the buyer as a result of the seller’s failure to comply with such delivery times.

 

8.3                 Notwithstanding that the seller may have failed to deliver the goods by any estimated delivery time, the buyer shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered:-

 

8.3.1        In respect of bespoke goods, within twenty working days of the date of the buyers order, or such other date as may be specified in the order acknowledgement.

8.3.2        In respect of goods other than bespoke goods, within ten working days of the date of the buyers order.

 

8.4                 The good may be delivered by the seller in advance of the quoted delivery time upon giving reasonable notice to the buyer.

 

8.5                 Where the goods are to be delivered in instalments each delivery shall constitute a separate contract  (into which these conditions are incorporated) and failure by the seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the buyer in respect of any one or more instalments shall not entitle the buyer to treat the contract as a whole as repudiated.

 

8.6                 If the buyer fails to take delivery of the goods when agreed by the seller and the buyer, the seller may store the goods until actual delivery and charge the buyer for the costs (including insurance) thereof or (at the seller’s option) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess of the sale proceeds over the price agreed between the seller and the buyer for the goods, or charge the buyer for any shortfall of the proceeds below such price.

   

9. Warranties

THE BUYER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF THIS CONDITION 9.

 

9.1                 The seller itself gives no undertaking or guarantee in respect of the description, quality or fitness for purpose of the goods and all warranties, conditions and other terms implied by statue or common law are excluded to the fullest extent permitted by law. Although the seller shall be under no obligation to replace or refund the purchase price of any goods which are proved to be defective in workmanship or materials (but, may at its entire discretion, consider any claim in respect thereof from the buyer), the seller does however undertake that, in the event that any defect in workmanship or materials is notified to it in accordance with the claims procedure set out in condition 14 below, it will use its best endeavours to secure recompense from its own supplier in respect thereof and it will endeavour to pass on to the buyer the benefit of any guarantees or indemnities given to it in respect thereof by its supplier.

 

9.2                 In the event that, notwithstanding the above, the seller is found liable for any loss or damage suffered by the buyer, its liability shall in no event exceed the price of the goods and, without prejudice to the above, shall not be liable for any indirect or consequential loss whatsoever.

 

9.3                 The foregoing provisions shall not apply to sales which are made to persons who deal as consumers (as that expression is defined in section 12 of the unfair contract terms act 1977), unless the contract is an international supply contract (as defined in section 26 of that act). Condition 9.2 shall not apply in the case of the death or personal injury of the buyer caused by the seller’s negligence.

 

10. Short/Non-Delivery

No claim for short/non-delivery of goods will be considered by the seller if the buyer has acknowledged receipt of the goods by signing one of the sellers Invoice/Delivery notes.

 

If the quantity of goods delivered is less than that agreed by the seller and the buyer, the buyer shall not be entitled to reject the delivery, but shall be entitled only to a further delivery of goods to make up the deficiency, or (at the seller’s option) a refund by way of a credit note of the appropriate part of the purchase price.

 

The buyer shall however have no entitlement whatsoever in respect of such non-delivery/short delivery:-

 

10.1              unless such claim is made (by post or by telephone) to the seller’s sales office by the close of business the next working day following the day of purported delivery. If the claim is made by telephone, the buyer should note both the name of the person spoken to and any acknowledgement reference given. Any claim made by telephone should be confirmed in writing by the buyer by the close of business on the fifth working day following the day of the purported delivery.

 

10.2              unless the buyer notifies the carrier in writing of any such short-delivery or non-delivery and enters a note of the same upon the carriers receipt. If by reason of the failure of the buyer to give such notice the seller is prevented from successfully claiming against the carrier for such short-delivery or non-delivery, the rights of the buyer under this condition shall not apply and the buyer shall be liable to pay the full price for all the goods the subject of the contract.

 

11. Returns

11.1              The seller has the discretion (which it may exercise as it wishes) to accept the return of any of the goods supplied to but not required by the buyer (upon such terms in respect of a handling charge or otherwise as the seller may choose) and to issue a credit note in respect thereof. Any request by the buyer for the seller to exercise such a discretion must be made in accordance with the returns procedure set out in condition 14 below.  The seller will only consider any claim by the buyer under this condition if the items the buyer proposes to return are in their original packaging, are in a merchantable condition and are of a type distributed by the seller at the time of the claim. If a return is accepted a credit note will be issued in the sum of that part of the purchase price paid in respect of the goods returned.

 

11.2              The buyer should note that, without prejudice to condition 11.1, electronic office machines will only be accepted by the seller as returns where the seller has a like remedy against the manufacturer thereof.

 

11.3              The seller will only consider exercising its discretion to accept diaries and other dated products as returns where the returns request is made by December 31st of the year previous to the year to which such diaries (or other dated products) relate.

 

12. Buyer’s Default

12.1              This condition applies if:-

 

12.1.1      the buyer makes any voluntary arrangement with its creditors, or becomes subject to an administration order, or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

12.1.2      an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the buyer; or

                12.1.3      the buyer ceases, or threatens to cease, to carry on business; or

                12.1.4      the buyer is in breach of any term of the contract.

 

12.2              If this condition applies then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer and if the goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

13. Other Claims  

Claims in respect of any other matter other than as described in conditions 9 to 11 above must be made (by telephone or by post) and received by the seller within twenty working days of the date of the invoice relating to the goods the subject of the claim. Where the buyer makes the claim by telephone, it must be confirmed in writing by the buyer within a further three working days. When making any claim by telephone, the buyer is advised to note the name of the person spoken to and any acknowledgement reference given.

 

14. Claims Procedure in Respect of Defective Goods and Returns Procedure

14.1              The seller’s sales office must be notified of any claim in respect of any of the goods alleged to be defective, or of any returns or request by post or by telephone and such notification must be made within five working days (in the case of goods alleged to be defective) and within twenty working days (in the case of any returns request) of delivery. Where such claim or request is made by telephone it will only be considered by the seller if it is confirmed in writing by the buyer within a further three working days. Where the buyer makes such a claim or request by telephone, it is advised to note the name of the person spoken to and any acknowledgement reference.

 

14.2              The seller will only consider such a claim or returns request in respect of any of the goods if the following further information is given:-

 

14.2.1      the invoice number in respect of the goods;

14.2.2      the part number of the item (or any description that clearly identifies the item to be returned);

14.2.3      the quantity of the goods (expressed in the seller’s correct unit of sale) the subject of the claim or returns request;

14.2.4      the reason for the claim or returns request.

 

14.3         In addition, where it is alleged by the buyer that any of the goods are defective due to damage occasioned to them, the buyer shall notify the carrier in writing of such damage and enter a note of the same upon the carrier’s receipt. If by reason of the failure of the buyer to give any such notice, the seller is prevented from successfully claiming against the carrier for such damage, the buyer shall be liable to pay for the goods as though no such damage occurred.

 

15. Force Majeure

The seller shall have the right to cancel, or to reduce the volume of the goods delivered, or to delay delivery if it is prevented from or hindered in delivery of the goods through any circumstances beyond its control (affecting either itself or any other party) including (but not limited to) industrial action, war, fire, prohibition or enactment of any kind, lock-out or trade dispute, without incurring any liability for any loss or damage whatsoever resulting therefrom.

 

16. Governing Law

These conditions shall be governed by and construed in accordance with English law and the seller and the buyer hereby submit to the exclusive jurisdiction of the English courts