Go to Milbury Systems Contact us

Terms & Conditions

Terms & Condition

CONDITIONS OF SALE

1. Interpretation

1.1 In these Conditions
'BUYER'means the person who accepts an offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
'GOODS' means the goods (including any instalment of the goods or any parts for them) and Services which the Seller is to supply in accordance with these Conditions.
'SERVICES' means any act done or to be done or performed for or on behalf of the Buyer by the Seller.
'SELLER' means Bell and Webster Concrete Ltd. Alma Park Road, Grantham, Lincolnshire NG31 9SE.
'CONDITIONS' means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions notified by the Seller to the Buyer.
'CONTRACT' means the contract for the purchase and sale of the Goods .
'WRITING' includes telex, cable, facsimile transmission and comparable means of communication.
'WORKS' means the supply of the goods and other works specified by the Seller relating to the Goods.
'PREMISES' means the property of the Buyer where the Works are to be carried out.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 In the event of any inconsistency between special terms and conditions and the standard terms and conditions the special terms and conditions shall prevail.

2. Basis of the sale

2.1 The Buyer shall purchase the Goods in accordance with any written offer of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such offer is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyers' own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, offer, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and specifications

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller's authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's offer (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be deferred or cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.7 Any sizes, weights and other information stated in the Seller's catalogue, leaflets or other documentation are approximate only and the Seller hereby excludes liability in the event of variation therefrom.

4. Price of the Goods

4.1 The price of the Goods shall be the Seller's offered price or, where no price has been offered (or a offered price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order. All prices offered are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increases in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by an instruction of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any offer or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. Terms of payment

5.1 The Buyer shall pay the price of the goods (without deduction) within 30 days of the date of the Seller's invoice unless otherwise stated, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment shall be issued only on request.
5.2 If the Buyer fails to make any payment on the date then, without prejudice to any right or remedy available to the Seller, the Seller shall be entitled to:
5.2.1 cancel the contract or suspend any further deliveries to the Buyer
5.2.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any contract between the Buyer and the Seller) as the Seller may think fit (not withstanding any purported appropriation by the Buyer); and
5.2.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent per annum above Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as full month for the purpose of calculating interest).

6. Delivery and completion of the Works

6.1 If so agreed goods can be collected by the Buyer, at a mutually agreed time.
6.2 Any date offered for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Delivery arrangements may be subject to restrictions or delays which are outside the control of the Seller and, within the overall completion period, no undertaking shall be given in respect of the time and date of individual deliveries.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract 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.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may;
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and if applicable, disposal costs.
6.6 Unless otherwise agreed in writing it shall be the Buyer's responsibility to ensure compliance with all regulations under any Acts of Parliament rules orders statutory instruments regulations and bye-laws of any local authority or Statutory Undertaking in relation to the Works.

7. Risk and property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be collected from the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection: or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, 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.
7.2 The property in the Goods shall pass to the Buyer as follows: - (a) in the case of Goods delivered to the Buyer, on arrival at the Site, subject to full payment; (b) in the case of Goods collected by the Buyer, when loaded onto the Buyer's vehicle, subject to full payment; (c) in the case of Goods stored by the Seller, upon receipt of full payment for the Goods.

8. Warranties and liability

8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification and will be free from defects in material and workmanship at the time of delivery.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing) misuses or alteration or repair of the Goods without the Seller's approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to Goods parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, if delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.5 Except in respect of death or personal injury caused by the Seller's negligence the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.6 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control.
8.6.1 Act of God, force majeure, explosion, flood, tempest, fire or accident;
8.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.6.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.6.4 import or export regulations or embargoes; strikes; lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party);
8.6.5 power failure or breakdown in machinery.
8.7 The Seller shall not be obliged to produce test and/or performance certificates or safety critical certificates unless requested by the Buyer and accepted by the Seller in writing.

9. Indemnity

9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent copyright design trade mark or other industrial or intellectual property rights of any other person.
9.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;
9.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations.
9.1.3 except pursuant to a final award, the Buyer shall not pay or except any such claim, or compromise without the consent of the Seller (which shall not be unreasonably withheld);
9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
9.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
9.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

10. Insolvency of buyer

10.1 This clause applied if:
10.1.1 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 purposes of amalgamation or reconstruction) or;
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause 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.

11. The Seller

shall be entitled to appoint one or more subcontractors or agents to carry out all or any of its obligations under the Contract. Any reference in the Conditions to Seller shall include reference to subcontractors or agents.

12. Drawings

All specifications, drawings and technical descriptions submitted with or in connection with an offer are the property of the Seller. All such material, and all information and know-how whenever supplied, shall at all times be treated by the Buyer as confidential and shall, not without the Seller's written consent, be used by the Buyer except for purposes of the operation of the Goods supplied there-under, nor shall they, without like consent, be communicated to third parties save insofar as may be necessary for the purposes of such operation.

13. Publicity

(a) The Buyer shall not use any order or the Seller's name for advertisement or publicity purposes without the Seller's prior written consent

(b) The Goods may not be advertised or exhibited by the Buyer without the Seller's prior written consent.

14. General

14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other addresses as may at the relevant time have been notified pursuant to this provision by the party giving notice.
14.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby 14.4 The construction validity and performance of this contract shall be governed by the laws of England and the Buyer hereby expressly submits to the jurisdiction of the English Courts.