These conditions of sale shall apply to all contracts made between BIA Dynamics Ltd (“The Company”) and any Purchases (The Purchaser) of the Company’s products (“The Goods”). The Purchaser agrees that any conditions which appear or are referred to on any document emanating from the Purchaser shall not apply to contacts with the Company.
2. UNFAIR CONTRACT TERMS
BIA Dynamics Ltd has drawn up these conditions of sale in the light of the Unfair Contract Terms Act. 1077 and Considers them to be fair and reasonable and its prices are based on contracts made on these conditions, Unless the Purchaser informs the Company in writing to the contrary before any contract is made he will be deemed to have accepted that these conditions are fair and reasonable.
3. FORMATION OF CONTRACT
The Company reserves the right to refuse the buyer’s acceptance of a quotation unless such a quotation is stated to be open for a specific period and is not withdrawn in such period. No binding contract shall be created by the acceptance of the offer has been given in writing which shall have been signed by the Company’s duly authorized representative or the Company has indicated its acceptance of the offer by making delivery or part delivery of the Goods. In the event that no quotation is given by the Company and it has received an order from the buyer all deliveries are made subject to these conditions of sale.
4. VARIATION OF CONTRACT
No alteration to these conditions shall be binding on the Company unless agreed in writing by a Director or the Secretary of the Company.
Unless otherwise agreed in writing all orders are executed subject to prices and any relevant discount ruling at the date of dispatch and any price list of the Company whether published or not shall not affect the right of the company to charge the Value Added Tax at the appropriate rate.
6. NEW ACCOUNTS
Prospective customers wishing to open a credit account are requested to furnish two trade references and on banker’s reference. Until the opening of a credit account has been confirmed a remittance should accompany the order, otherwise delivery will not be made until after the reference have proved acceptable.
(i)Any quotation by the Company of a date for delivery is given in good faith but is not guaranteed and does not form a term or condition of contract. The Company will endeavour to comply with any such delivery date but will not be liable for any failure from whatever cause to meet a delivery date.
(ii)Delivery notes are sent with the goods and should be checked and signed at the time of delivery. Any discrepancies or damage to the Goods must be notified to us within three days of delivery otherwise we cannot accept responsibility for the same.
(iii)A delivery charge will be implemented on all orders.
8. ACCEPTANCE & FULFILMENT
(i)The Purchaser shall inspect the Goods on delivery and shall within three days of delivery notify the financial Director of the Company of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Purchaser shall afford the Company an opportunity to inspect the Goods within reasonable time following delivery and before any use is made of them. If the Purchaser shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Purchaser shall be deemed to have accepted the Goods.
(ii)The Purchaser shall notify the Company of any non-delivery of a whole consignment of complete cartons within six days of the date (as stated on the invoice). Notwithstanding the receipt by the Company of any such notice a clear signature on a carriers delivery advice sheet shall be deemed to signify the receipt of the quantity of cartons indicated on the advice sheet.
(iii)If the Goods are not in accordance with the contract for any reason the Purchaser’s sole remedy shall be limited to the Company making good any shortage by replacing such goods or if the Company shall elect, by refunding a proportionate part of the price.
(iv)The Company’s liability to the buyer, whether for any breach of contract or otherwise shall not in any event exceed the contract price of the Goods and the Company shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered by the Purchaser or liability to third parties incurred by the Purchaser.
(v)All warranties and conditions whether implied by statue or otherwise are excluded from the Contract providing that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or affect the statutory rights of a buyer dealing as a consumer
Unless the Purchaser shall notify the Financial Director of the Company in writing of any query or objection within 30 days from the date of the invoice. Such invoice shall be deemed to be correct in all respects.
10. TERMS OF PAYMENT
(i)Invoices will be dated with the date of preparation and will also show the date when the Goods will be dispatched. Statements of account will be sent to the Purchaser monthly. The Purchaser shall pay for all goods ordered by and supplied to him by the Company on or before the last day of the month of dispatch or in accordance with such other terms of payment as have been agreed in writing between him and the Financial Director of the Company from the time to time and time shall be the essence on matters of payment.
(ii)The Company reserves the right to refuse credit at any time and demand immediate payment of all monies outstanding.
(iii)The Company at its discretion reserves the right to charge interest on any late payment from the date of invoice until payment (whether before or after judgement). The Company can exercise this right in addition to any other rights it may have in respect of the goods of non-payment.
Any contract shall be subject to the Company being satisfied as to the buyer’s credit worthiness and without prejudice to the generally foregoing the Company may in its absolute discretion having informed the buyer that the goods are ready for delivery refrain from delivering the goods until such time as the buyer tenders the purchase money to the Company in a form satisfactory to the Company.
12. RISK/PASSING OF PROPERTY
(i)Property in the goods sold shall remain in the Company until ALL monies due from the Purchaser to the Company (upon whatever grounds however such liability shall have arisen) have been paid or until the Purchaser resells the goods to a third party in the usual course of the Purchasers business.
(ii)The Goods shall be at the risk of the Purchaser from the time they are delivered to the Purchaser or his Agent.
(iii)Until the property in the Goods shall have passed from the Company.
(a)The Purchase shall take responsibility for any loss or damage and shall insure the Goods and all other Goods of the Company as shall whenever requested by the Company produce a copy of the Policy of insurance. In the event of the loss or damage of the Goods the Purchaser shall hold on trust for the Company so much of the insurance monies received as is equal to the contract price of the Goods sold under this agreement.
(b)The Purchase shall ensure that after they have been delivered to him or his agent or until they have been incorporated in other products or resold in the ordinary course of the Purchaser’s business the Goods shall be stored or otherwise identified in such a way as to show that they remain the property of the Company.
(c)The Purchaser shall not mortgage charge or dispose of the Goods (otherwise than by incorporating them in other products or reselling them in the ordinary course of this business) without the prior consent of the Company.
(iv)In the event of any sale of disposition of any of the Goods by the Purchaser, the Purchaser shall hold on trust for the Company so much of the proceeds of sale as is equal to the contract price of the Goods under this agreement and which sum shall not be mixed with other money or paid into any overdrawn bank account and shall be at all materials times identified as the Company’s Money
(v)All the goods sold by the Company and by arrangement held by the Company on behalf of the Purchaser are so held at the sole risk of the Purchaser who indemnifies the Company against any loss or Damage thereto however arising.
13. THE COMPANY’S RIGHT TO REPOSSESS THE GOODS
(i)If the Purchaser defaults in making any payment to the Company in respect of any liability owed by the Purchaser to the Company after the due date for such payment or if the Purchaser deals with the Goods in anyway (other than as permitted above) adverse to the title Company or has a Receiving Order made against him or is made bankrupt or (where the Purchaser is a Limited Company) enters into liquidation or if an administrator or receiver is appointed over the whole or any part of the Purchaser’s assets or undertaking or if the Goods are seized under any execution or distree or other form of legal process any existing contract between the purchaser the Purchaser and the Company shall automatically determine (but without prejudice to any to any pre-existing claim which the Company may have under these conditions against the Purchaser) and the Purchaser shall cease to be in possession without the consent of the Company of the Goods sold and all other Goods, being the property of the Company, which are at that time in the Purchaser’s possession, custody or control, the Company shall be entitled to enter the premises of the Purchaser and recover immediate possession of all Goods which are the property of the Company and shall not be liable for any damage or loss reasonably occasioned to any other property owned by the Purchaser to which the Goods have been attached during the course of removing the Goods and retaking the possession thereof.
(ii)For the purpose of 13(i) above all Goods of the Company manufactured and bearing the Company’s name are in the Purchaser’s custody or control at the time when the right to repossession arises under that sub-clause shall be deemed to be Goods supplied to the Purchaser by the Company in which property has not passed to the Purchaser unless the contrary is proved.
All drawings, description and other information submitted by the Company shall remain the property of the Company together with the copyright therein.
The Purchaser shall not assign – contract – licence or otherwise dispose of any part of its rights or obligations under this agreement without the prior written consent of the Company.
16. LEGAL CONSTRUCTION
(i)Unless otherwise agreed by the Company in writing these conditions shall in all respects be construed and operate as a Scottish Contract in conformity with Scottish Law.
(ii)If the Purchaser should cancel, countermand or give notice of withdrawal from an order which has been placed he shall be obliged to repay the Company all the costs incurred by the Company including profit.