Unit B2
Smeaton Close
Essex CO4 9QY
United Kingdom


Conditions of Sale

B.I.G. Terms of Business

1. Application
These conditions apply to all sales of goods by B.I.G. (Brackets & Bolts) Ltd ("the Seller") to any purchaser ("the Buyer") and shall apply in place of and prevail over any terms and conditions contained or referred to in the Buyer's order or in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by a director of the Seller and any purported provisions to the contrary are hereby excluded or extinguished.
2. Quotations and Acceptance
  1. A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at any time prior to the Seller's acceptance of the Buyer's order.
  2. The Seller's acceptance of the Buyer's order shall be effective only where such acceptance is made on the Seller's printed Order Acceptance form duly counter-signed by an authorised representative of the Seller.
  3. Confirmation by the Seller's head office is required for all quotations made and all orders and contracts accepted by the Seller's representatives or agent.
3. Prices
  1. The prices payable for the goods shall be those contained in the Seller's list prices therefore current at the time of despatch. The Seller shall have the right at any time to withdraw any discount from its normal prices and/or to revise prices to take into account increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax duty or other levy and any variation in exchange rates. Prices are subject to minimum order value listed in Seller's current price list.
  2. The Seller reserves the right to amend clerical or typographical errors.
  3. Unless otherwise specified VAT and any other tax duties payable by the Buyer shall be added to the price.
4. Terms of Payment
  1. Payment of invoices shall unless otherwise agreed in writing be made in full without any deduction or set-off within 30 days from end of month of the invoice date.
  2. Any extension of credit allowed to the Buyer may be changed or withdrawn at any time.
  3. If in the opinion of the Seller the credit worthiness of the Buyer shall have deteriorated prior to the delivery the Seller may require full or partial payment of the price prior to delivery or the provision of security for payment by the Buyer in a form acceptable to the Seller.
  4. A handling charge of 15% or minimum £25 will be made on goods incorrectly ordered and returned for credit.
5. Delivery
  1. Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates.
  2. Delivery shall be at the Seller's premises unless otherwise stipulated or agreed by the Seller. The Seller reserves the rights to make a standard carriage charge on orders below a certain value which value may be changed from time to time without prior notice.
  3. Unless otherwise expressly agreed the Seller may effect delivery in one or more instalments. Where delivery is effected by instalments each instalment shall be treated as a separate contract.
  4. The Seller reserves the right to cancel or suspend any orders outstanding on their books or any other unfulfilled obligations which have not been discharged for any cause over which the Seller has no control, 12 months after such orders have been placed.
6. Risk
Risk shall pass on delivery.
7. Title
All goods are supplied by the Seller to the Buyer on the following terms:
  1. The goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the agreed price.
  2. Until such payment the buyer shall be in possession of the goods solely as bailee for the Seller and in a fiduciary capacity and shall store the goods in such a way as to enable them to be identified as the property of the Seller.
  3. The Seller reserves the immediate right of repossession of the goods to which it has retained title as aforesaid and thereafter to resell the same and for this purpose the Buyer herby grants an irrevocable right and licence to the Seller's servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.
  4. Subject to the terms hereof, the Buyer is licensed by the Seller to process the said goods in such fashion as it may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said goods shall become the sole and exclusive property of the Seller and be separately stored and marked so as to be identifiable as being made from or with the goods the property of the Seller.
8. Variations
The Seller shall be deemed to have fulfilled its contractual obligations in respect of any delivery though quantity may be up to 10% more or less than the quantity specified in the contract and in such event the Buyer shall pay for the actual quantity delivered.
9. Specification and Information
  1. Unless expressly agreed in writing by the Seller all drawings, designs, specifications and particulars of weights and dimensions submitted by the Seller are approximate only and the Seller shall have no liability in respect of any deviation therefrom. The Seller accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications not prepared by the Seller and the Seller shall be indemnified by the Buyer against any and all liabilities and expenses incurred by the Seller arising therefrom.
  2. All drawings, designs, specifications and information submitted by the Seller are confidential and shall not be disclosed to a third party without the Seller's written consent.
  3. If any goods to be supplied by the Seller are in accordance with specification or patterns supplied by the Buyer, the Buyer will indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable or which the may incur through anything done by the Seller in execution of the order being alleged to involve an infringement of a patent, registered design, trademark or copyright.
10. Liability
  1. The Seller shall not be liable to the Buyer:
    1. for shortages in quantity delivered unless the Buyer notifies the Seller verbally and in writing of any claim for short delivery within 3 days of receipt of goods.
    2. for damage to or loss of goods or any part thereof in transit (where the goods are carried by the Seller's own transport or by carrier on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within 10 days of date of the invoice or the scheduled date of delivery whichever shall be the earlier.
    3. for defects in the goods caused by fair wear and tear, abnormal conditions of storage or use or any act. neglect or default of the Buyer or of any third party.
    4. for other defects in the goods unless notified to the Seller within 1 month of receipt of the goods by the Buyer or where the defect wound not be apparent on reasonable inspection within 6 months of delivery.
    1. Where liability is accepted by the Seller under paragraph (A), the Seller's only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any goods found to be damaged or defective and/or to refund the cost of such goods to the Buyer.
    2. The Sellers aggregate liability to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by net price invoiced to the Buyer in respect of any occurrence or series of occurrences.
  2. Faulty or rejected material will be credited only after return to and receipt of such material as Seller's premises. Proof of despatch will not be acceptable as proof of delivery.
  3. Subject to the foregoing all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded and the Seller shall be under no liability to the Buyer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Seller, its employees or agents SAVE THAT the Seller shall accept liability for death or personal injury caused by the negligence of the Seller.
  4. The Seller's prices are determined on the basis of the limits of liability set out in this condition. The Buyer may by written notice to the Seller request the Seller to agree a higher limit of liability provided insurance up to such limit and the Buyer shall pay upon demand the amount of any and all premiums. The Buyer shall disclose such information as the insurers shall require. In no case shall the Buyer be entitled to recover from the Seller more than the amount received from the insurers.
11. Packaging
  1. The Buyer shall meet the cost of any special packaging requested by the Buyer or any packaging rendered necessary by delivery by any means other than the Seller's normal means of delivery.
  2. The Seller shall be entitled to invoice the Buyer for the cost of all pallets and other returnable packaging materials unless the same are returned to the Seller in good condition carriage paid within 30 days of the date of delivery.
12. Licences and Consents
If any licence or consent of any government or other authority shall be required for the acquisition carriage or use of the goods by the Buyer, the Buyer shall obtain the same at its own expense and if necessary produce evidence of the same to the Seller on demand. Failure so to do shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyer's account.
13. Force Majeure
  1. The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented, hindered, delayed or rendered un economic by reason of circumstances or events beyond the Seller's reasonable control including but not limited to Act of God, war, riot, strike, lockout, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire flood, storm, difficulty of increased expense in obtaining workmen, materials of transport or other circumstances affecting the supply of the goods or of raw material s therefore by the Seller's normal means or the delivery of the goods by the Seller's normal route or means of delivery.
  2. If due to such circumstances of events the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.
14. Insolvency and Default
If the Buyer enters into a deed of arrangements or commits and act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purpose of amalgamation or reconstruction previously approved in writing by the Seller) or if a receiver is appointed of any of the Buyer's assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the Buyer under condition 7 and/or by notice in writing to the Buyer determine the contract.
15. Waiver
Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
16. Notices
Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class post, telex or telegraph to the party concerned at its last know address. Notices sent by first class post shall be deemed to have given seven days after despatch and notices sent by telex, telegraph shall be deemed to have been given on the date of despatch.
17. Governing Law
The contract shall be governed by and construed in accordance with the Laws of England and the parties hereby submit to the jurisdiction of the English Courts.