1.1. Every price quoted by Bruta Limited (“the Seller”) and every contract entered into by the Seller is based upon these conditions.
1.2. In the absence of any special agreement excluding or varying the operation of these conditions, which exclusion or variation must be in writing and co-signed by a director of the Seller, these conditions shall apply to all quotations given and all contracts made by the Seller together with any amendments or additions and shall override any other terms and conditions proposed or stipulated by the Buyer, notwithstanding any similar or identical conditions to this condition proposed or stipulated by the Buyer.
2.1 The Seller’s prices are without engagement and are valid until cancelled.
2.2 The prices in force on the day of delivery are charged.
2.3 Prices quoted by the Seller exclude VAT.
3.1 To be made direct to the Seller at the Sellers address on the reverse hereof, unless advised otherwise.
3.2 Exports – payment shall be made at such a time and in such manner as the Seller shall specify.
3.3 Interest at the rate of 4% over the base lending rate for Barclays Bank Plc for the time being compounded monthly shall be charged on all invoices from the payment date.
4.1 No legal property in or beneficial ownership of the goods sold and delivered by the Seller to the Buyer (“the Goods”) shall pass from the Seller to the Buyer unless and until the Buyer has made full and complete payment to the Seller of
i) all sums due from the Buyer to the Seller under this agreement in respect of the Goods and
ii) all sums due from the Buyer to the Seller on any account whatsoever.
4.2 Until title to the Goods has passed to the Buyer, the Buyer shall:
i) hold the Goods on a fiduciary basis as the Seller’s bailee;
ii) store the Goods separately from all other Goods held by the Buyer so they remain readily identifiable as the Seller’s property;
iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods
iv) notify the Seller immediately if it becomes subject to any of the events listed in clause 11; and
v) give the Seller such information relating to the Goods as the Seller may require from time to time.
But the Buyer may resell or use the Goods in the ordinary course of its business.
4.3 If any sum due from the Buyer to the Seller in or on any account whatsoever remains unpaid after the Seller has given to the Buyer 2 days’ written notice of its intention to exercise its rights under this condition, the Buyer shall be deemed to have repudiated this agreement and the Seller shall be entitled to terminate this agreement to forfeit any sums paid to it by the Buyer in respect of the Goods and to recover the Goods if necessary by entry into and removal from the Buyer’s premises without prejudice to any other claim which the Seller may have against the Buyer.
4.4 Notwithstanding anything contained in these reservation of property conditions the Goods are to be at risk of the Buyer at all times after they have been delivered to or collected by the Buyer.
Unless fully charged, display units remain the property of the Seller and must be returned on demand. Display units may only be used for display and dispensing of articles supplied by the Seller.
6.1 All orders are despatched by the most advantageous method for the Seller and are so costed in the Seller’s calculations.
6.2 Any time or date for the despatch or the delivery of Goods shall be taken as an estimate made by the Seller in good faith which the Seller will use its best endeavours to fulfil but shall not be binding on the Seller either as a term of the contract or otherwise. In no circumstances shall the Seller be liable for any loss or damage sustained by the Buyer in consequence of any failure by the Seller to despatch or deliver Goods with such time or in consequence of any failure by the Seller to despatch or deliver Goods within such time or in consequence of any other delay in such despatch or delivery however caused.
6.3 The Goods are deemed to be accepted by the Buyer on delivery and caused delivery notes will not operate to prevent such acceptance.
6.4 The Buyer shall be obliged to take delivery of the Goods when the Seller is ready to deliver.
7.1 Orders of a value below a carriage paid quotation will be subjected to a standard charge.
7.2 Deviation warranting an excess charge is payable to the Buyer.
8.1 Claims for damages must be signed for at delivery and reported to the carrier and the Seller in writingwithin 3 days.
8.2 Claims for non-delivery must be reported to the Seller in writing within 14 days from receipt of invoice.
8.3 Other claims must be reported to the Seller in writing within 90 days from receipt of invoice.
9.1 Samples are to be regarded as average. Slight deviations in strength, weight and colour are technically unavoidable and cannot be a reason for complaint.
9.2 Goods in the Sellers opinion of faulty manufacture will be repaired or replaced by the Seller at the Seller’s option.
10.1 The guarantee in clause 9.2 of these conditions is given by the Seller and accepted by the Buyer in substitution for any rights which the Buyer might otherwise become entitled to assert against the Seller by virtue of any express or implied representation condition or warranty statutory or otherwise as to the state quality fitness or performance of the Goods in negligence or otherwise in tort arising out of or in connection with the supply of any goods to or to the order of the Buyer and all such liability however arising is hereby expressly excluded.
10.2 The Seller shall not be liable in any manner whatsoever whether under this contract in tort in misrepresentation or otherwise for any direct or indirect or consequential loss, damage or injury however caused which may arise out of, or in connection with, the supply of the Goods to, or to the order of, the Buyer.
10.3 In no case shall the Seller be liable to the Buyer for a sum of money in excess of the value of the Goods pulled by the Seller to the Buyer, the subject of the Buyer’s claim.
10.4 Nothing in this condition shall excuse the Seller from any liability which it may incur for death or personal injury resulting from negligence.
If the Buyer shall make default in the punctual payment of any sum due to the Seller under the contract or under any previous contract with the Seller or shall fail to take delivery of any Goods or if any distress or execution is levied upon the Buyer’s assets, or if the Buyer shall make or offer to make any arrangement or composition with its creditors, or commit any act of bankruptcy, or if a petition or receiving order in bankruptcy is presented or made against the Buyer or if the Buyer is a limited company and any resolution or petition for winding up (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or application is made to court, or an order is made, for the appointment of an Administrator or if a notice of intention to appoint an Administrator is given or if an Administrator is appointed over the Buyer or an administrative receiver of such companies’ assets or any part thereof shall be appointed, or if the Buyer shall in the Seller’s opinion be unable to meet any of its obligations under the contract the Seller shall be entitled to determine the contract without prejudice to any other claims or rights which the Seller might possess hereunder and shall further be entitled to take possession of all its Goods in the possession or under the control of the Buyer after the Seller has given to the Buyer 2 days’ written notice of its intention to exercise such rights for which purpose the Buyer authorises the Seller its servants or agents to enter upon any land or premises on which such goods may be situate.
The Seller shall be relieved of all or any of its obligations under the contract to the extent that the performance of such obligation is prevented, frustrated or impeded in consequence of any statute regulation or order of any government council, or other authority, or any strike lock-out trade dispute (whether or not involving the Seller’s employees), or any other cause whether or not of a like or similar nature beyond the Seller’s control.
The Seller shall be entitled with the Buyer’s consent, such consent not to be unreasonably withheld or delayed to amend change or alter the specification of any goods to be supplied to the Buyer according to market conditions and demands.
Nothing in these conditions shall affect the statutory rights of a Buyer who, in relation to the Seller “deals as consumer” as defined in Section 12 of the Unfair Contract Terms Act 1977 or any amendment or modification thereof.
These conditions and the contract shall be subject to and construed in accordance with English Law.
The English courts shall have exclusive jurisdiction in relation to all disputes and by the Seller to the Buyer arising out of the supply of Goods between the Seller and the Buyer.
17.1 If any court of competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
17.2 If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Any item may be returned up to 30 days after purchase. On Sale items may not be returned unless the product can be proved faulty.