Standard Terms and Conditions
For Supply of Goods & Services
Of
Baumac Engineering Limited
1 Definitions
In this document the following words shall have the following meanings:
1.1 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977.
1.2 “Customer” means any person or company who purchases Goods and Services from the supplier.
1.3 “Goods” means the articles specified in the Proposal.
1.4 “Contract” means the contract between the Supplier and the Customer for the supply of goods and services in accordance with the Terms and Conditions
1.5 “Proposal” means a statement of work, quotation or other similar document describing the Goods and Services to be provided by the Supplier.
1.6 “Services” means the services specified in the Proposal.
1.7 “Supplier” means Baumac Engineering Limited of 10/11 Wedgewood Gate, Stevenage, Hertfordshire SG1 4SU, with registered office at the same address.
1.8 “Terms and Conditions” means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by the Supplier.
2 General
2.1 These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by the Supplier to the Customer and shall prevail over any other documentation or communication from the customer.
2.2 Acceptance of delivery of goods or services shall be deemed conclusive evidence of the Customer’s acceptance of these conditions.
2.3 Any variation to these Terms & Conditions shall be inapplicable unless agreed in writing by the Supplier.
2.4 Nothing in these Terms & Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Goods and Services, by virtue of any statute, law or regulation.
2.5 Nothing in these Terms and Conditions shall affect the Customer’s statutory rights as a Consumer.
3 The Order
3.1 Our proposals are valid for 30 days as a rule, but may vary for Service Proposals and other Proposals on exceptional circumstances.
3.2 The Customer shall be deemed to have accepted the Proposal by placing an order with the Supplier (“the Order”) within the period specified in clause 3.1 or doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
4 Price and Payment
4.1 The price for the Goods and Services is as specified in the Proposal and the Proposal will detail VAT separately and any other applicable charges.
4.2 Payment of the price shall be in the manner specified in the Proposal.
4.3 If the Customer fails to make any payment within 30 days of it becoming due, the supplier shall be entitled to charge interest at the current base rate plus 2.0% per month on the outstanding amounts.
4.4 The Supplier reserves the right to grant, refuse restrict, cancel or alter credit terms at its sole discretion at any time.
4.5 If payment of the Price or any part thereof is not made by the due date, the Supplier shall be entitled to:
4.5.1 require payment in advance of delivery in relation to any goods or services not previously delivered:
4.5.2 refuse to make delivery of any undelivered Goods or services whether ordered under the contract or not and without incurring any liability whatever the buyer for non- delivery or any delay in delivery:
4.5.3 appropriate any payment made by the Customer to such of the Goods or Services (or Goods supplied under any other contract) as the Supplier may think fit.
4.5.4 terminate the contract.
5 Delivery
5.1 If any date of delivery is given by the Supplier it is an estimate only. Any time for delivery shall not be the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or Services.
5.2 All risk in the Goods shall pass to the Customer upon delivery.
5.3 Any services specified in the proposal that operate for a period of time will be provided for a maximum period of 12 months unless a shorter time period is specified on the Proposal. The Customer will then be invited to renew the Services at the prevailing rate as specified by the Supplier.
5.4 The Customer shall make the arrangements necessary to take delivery of the Goods and Services whenever they are tendered for delivery.
5.5 If the Customer is unable to deliver the Goods or Services for reasons beyond its control, then the Supplier shall be entitled to place the Goods in storage until such time as delivery may be effected and the Customer shall be liable for any expense associated with such storage. The Supplier will also be able to charge for any associated labour and other related costs for jobs aborted due to the Customers choosing or negligence.
5.6 If the Customer fails to accept delivery of Goods on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date the Supplier reserves the right to invoice the Goods to the Customer and charge him therefore. In addition the Customer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Customer or disposed of elsewhere.
5.7 The Customer is required to test Goods upon delivery and shall be deemed to have accepted the Goods 14 days after delivery to the Customer. Accordingly no claim for defect, damage or quality will be entertained (without prejudice to the Supplier’s other rights pursuant to these conditions) unless written notice together with all supporting evidence is received by the Supplier within 14 days of delivery. After acceptance the Customer shall be entitled to reject Goods or Services which are not in accordance with the contract.
6 Title
6.1 Risk of damage or loss of the Goods and Services shall pass to the Customer in the case of Goods to be delivered to Customers premises and/or completion of service works.
6.2 Notwithstanding delivery and the passing of risk in the Goods or Services, or any other provision of these conditions, the property in the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and of all other Goods agreed to be sold by the Supplier to the Customer for which payment is then due.
6.3 The Supplier shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Supplier.
7 Customer’s Obligations
To enable the Supplier to perform its obligations the Customer shall:
7.1 co - operate with the supplier.
7.2 provide the Supplier with any information reasonably required by the Supplier.
7.3 obtain all necessary permissions, licenses and consents which may be required before the commencement of the services, the cost of which shall be the sole responsibility of the Customer; and
7.4 comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.
8 Suppliers Obligations
8.1 The Supplier warrants that the goods will at the time of delivery correspond to the description given by the Supplier.
8.2 The Supplier shall perform the Services with reasonable skill and care and to a reasonable standard in accordance with recognised standards and codes of practice.
8.3 The Supplier accepts all responsibility for the condition of tools and equipment used in the performance of the Services and shall ensure that any materials supplied shall be free of defects.
9 Cancellations and Refunds For Goods Only
9.1 Where the Goods are faulty or do not comply with any of the contract, the Customer must notify the Supplier within 7 days of delivery and return the Goods to the Supplier within 7 days of notifying the supplier. Once the Supplier has confirmed the Goods are faulty or do not comply with any of the contract the Customer shall be entitled to replacement Goods or a full refund.
9.2 The Customer may cancel an order prior to supply by notifying the Supplier in writing (an e-mail is an acceptable form of writing) however the Customer will be liable for any costs incurred at the point of notification.
9.3 If the Goods have been dispatched to the Customer then it will not be possible to cancel the contract subject to clause 9.1
10 Cancellations and Refunds For Services Only
10.1 The Customer may terminate the Services by giving 30 days’ notice in writing (an e-mail will suffice) however the Customer will be liable for any costs incurred at the point of notification.
11 Insolvency of Buyer
11.1 If the Customer fails to make payment for the Goods in accordance with the contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Customers property or the Goods or if the Customer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Customer (other than the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented of if a receiver , administrator administrative receiver or Manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Customer shall suffer any analogous proceedings under foreign law or if any such matter as provided for in this clause is reasonably apprehended by the Supplier all sums outstanding in respect of the Goods & Services shall become payable immediately.
11.2 The Supplier may in the circumstances set out in clause 11.1 above also in its absolute discretion, and without prejudice to any other rights which it may have, exercise any of its rights pursuant to clause 6.
12 Warranty
12.1 Where the Goods or Services are found to be defective, the Supplier shall, replace defective Goods and works free of charge within the manufacturer’s warranty period if acceptable if acceptable from the date of delivery, subject to the following conditions:
12.1.1 the Customer notifying the Supplier in writing immediately upon the defect becoming apparent;
12.1.2 the defect being due to misuse or faulty provisions from the Customer.
12.2 Normal warranty period would be a maximum of 12 months
12.3 Where the goods have been manufactured and supplied to the Supplier by a third party, any warranty granted to the Supplier in respect of the Goods shall be passed on to the Customer and the Customer shall have no other remedy against the Supplier.
12.4 The Supplier shall be entitled in its absolute discretion to refund the Price of the defective Goods & Services in the event that the price has already been paid out.
12.5 The remedies contained in this clause are without prejudice and subject to the other conditions herein, including, but without limitation, to conditions 13 hereafter.
13 Limitation of Liability
13.1 Nothing in these Terms & Conditions shall exclude or limit the liability of the Supplier for death or personal injury, however the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of negligence, breach of contract or otherwise in excess of the price for the Goods and Services.
13.2 The Supplier shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
13.3 For the avoidance of doubt, time shall not be of the essence and the Supplier shall incur no liability to the Customer in respect of any failure to complete the Services by any agreed completion date.
14 Force Majeure
14.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
15 Relationship of Parties
15.1 Nothing contained in these conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.
16 Waiver
16.1 The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this agreement.
17 Severance
17.1 If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions have been agreed with the invalid, illegal or unenforceable provision eliminated.
18 No set off
18.1 The buyer may not withhold payment of any invoice or other amount due to the Supplier by reason of any right of set-off or counterclaim which the Customer may have or allege to have for any reason whatsoever.
19 Entire Agreement
19.1 These conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.
20 Governing Law
20.1 These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.