All Orders accepted by BBS supplies Limited are accepted subject to these terms and conditions which shall apply to every contract entered into by BBS unless a variation is expressly agreed in writing by the Director of BBS.
These terms and conditions shall apply not with-standing any inconsistency between them and the terms and conditions of any form of contract sent by the customer to BBS.
1.1. In these Terms, words and phrases that start with a capital letter have the meanings set out in the table at the end, in clause 21.
1.2. A reference to a “person” includes an individual or a business (however it is formed).
1.3. A reference to a piece of legislation (for example, an act of Parliament), should be interpreted as a reference to that legislation as amended or re-enacted. It also includes any subordinate legislation made under it.
1.4. Words and phrases such as “including”, “includes”, “for example”, “such as” and “in particular” should be interpreted as illustrative and are not intended to limit the description or list of words which follows.
1.5. In these Terms, “in writing” or “written” includes email but not fax.
2.1. If we accept your Order (which we may do at our discretion) then a binding Contract between you and us will come into existence.
2.2. Each Contract between you and us shall incorporate your Order, these Terms and any agreed Special Terms. If there is any conflict or inconsistency between them, then they shall be interpreted in the following order of precedence: 2.2.1. the Special Terms; 2.2.2. these Terms; 2.2.3. your Order.
2.3. Except as set out in clause 2.4, the terms of the Contract set out the entire agreement between you and us and shall apply to the exclusion of any terms and conditions that you seek to impose, or which could otherwise be implied by trade, custom, practice or course of dealing.
2.4. If the supply of Goods or Services to you is in circumstances which would give rise to a Construction Contract within the meaning set out in Part II of the Housing Grants Construction Regeneration Act 1996 then in the event of a conflict the provision of that Act and the Regulations made under them shall prevail over these Terms to the extent necessary to give effect to that Act but not further or otherwise.
2.5. If we have given you a quotation, estimate or similar (whether in writing or orally) then this is merely an invitation to you to do business with us and not an offer which is capable of being accepted by you. However, if you wish to place an Order based on a quotation, estimate or similar then you must state the date, the reference of that quotation or estimate and address for delivery and confirm you are happy with all goods chosen as this is our interpretation of details provided by yourselves and we can’t be accountable for errors within the specification. All non-stocked goods are deemed as specials and may incur a restocking Charge or be non-refundable. Quotes are based on a Maximum of 1 Delivery to site. Prices are exclusive of VAT and are subject to supplier change.
2.6. Any samples, drawings, descriptive matter, particulars of weight and dimensions or advertising issued by us are approximate only and intended purely as an indication of the Goods and Services that we offer and shall not form part of the Contract.
3.1. Unless we have agreed in writing to deliver the Goods to you (in which case clause 3.2 applies), you agree to collect the Goods from Our Premises, within 28 days from the time that we tell you that the Goods are ready for collection. If you fail to collect the Goods within 28 days then we may (at our option): 3.1.1. store the Goods and charge you a fee for doing so; or 3.1.2. cancel your order; 3.1.3 return the goods to the supplier at our own accord or 3.1.4. book out the Goods to you and invoice as chargeable if the goods were ordered in especially for you.
3.2. Where we have agreed to deliver the Goods to you, then we shall do so at your cost, using a delivery method chosen by us (at our discretion) and to such address in the United Kingdom as is agreed between you and us or, if no such address is agreed, to any address of yours to which we have previously sent correspondence and/or Goods.
3.3. If we or our agents arrive at the delivery address as set out in clause 3.2 and are unable to deliver the Goods for any reason, then you agree to pay a reasonable additional charge for us to make an additional visit, as well as any costs we incur in storing the Goods.
3.4. If we have given an indication of dates or times for collection or delivery, then you agree that these are estimates only. Time is not “of the essence” in relation to the performance of any of our obligations under the Contract.
3.5. You agree that we will not be liable for any costs or losses (direct or indirect) that you may incur as a result of any delivery or delays to delivery including (but not limited to) where this is caused by events, circumstances or causes beyond our reasonable control or by your failure to give us adequate delivery instructions. The extent of BBS’s liability to the buyer for any default or breach however arising shall not exceed the invoice valve of the goods save only that this clause shall not restrict BBS’s liability for death or personnel injury resulting from BBS’s negligence. BBS will not in any circumstances be liable to the buyer in respect of indirect or consequential loss suffered by the buyer or any customer of the buyer.
3.6. Delivery shall be deemed to have been completed when the first of the following take place: 3.6.1. The Goods are made available for unloading at the delivery address set out in clause 3.2; 3.6.2. The Goods are collected by you or any person acting on your behalf; or 3.6.3. The Goods are deposited at the delivery address set out in clause 3.2 notwithstanding that your representative is not present at the time of the deposit.
3.7. You agree: 3.7.1. to inspect the Goods for damage or defects within 24 hours of deliver or collection; and 3.7.2. to inform us immediately if you discover that the Goods do not comply with your Order.
3.8. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
4.1. Before we have informed you that the Goods are ready for collection or delivery, we only permit you to cancel or change an Order with our written permission in advance.
4.2. Where the Goods have already been collected or delivered, then we will only accept returns if: 4.2.1. we have agreed in writing; 4.2.2. the Goods are returned within three days of collection or delivery: 4.2.3. the Goods are new and unused; 4.2.4. all packaging is unmarked, unlabelled and undamaged; 4.2.5. you provide the invoice number, date and reason for return; and 4.2.6. you agree to pay such reasonable restocking charge as we or our supplier requires.
4.3 If goods are returned within three working days there will be no charge, however, should the goods be returned after the three working days which necessitates the raising of a credit note we will charge a one-off administration fee of £5.00 whatever the value of the goods.
4.3. Where the Goods are faulty then we will only accept returns if: 4.3.1 the goods have been supplied within the last 12 months; 4.3.2 you provide the invoice number, date and reason for return; 4.3.3 the goods are left in situ if they have been electrical installed and/or plumbed in so that they are ready for inspection by a supplier before being returned.
4.4 Where the Goods are faulty you understand that you will be charged for replacement goods and that you will only be refunded when the goods have been returned to the supplier and they have inspected, deemed faulty and a credit is issued to ourselves.
4.5 Where you are due a refund for return goods, the refund will only be processed if; 4.5.1 the Goods are new and unused; 4.5.2. all packaging is unmarked, unlabelled and undamaged or 4.5.3 the goods have been returned to the supplier and we have been credited, less any restocking charges which you will also incur in full.
5.1. The price for the Goods and Services shall be our standard list price for the Goods and Services at the date of collection or delivery (less any discount that we have previously agreed with you in writing), which (unless otherwise agreed) is exclusive of the cost of packaging, insuring, transporting or storing the Goods for which we may charge an additional amount. You agree that we may vary our prices at any time up to the date of collection or delivery.
5.2. Unless otherwise expressly stated by us in writing, all prices are exclusive of VAT chargeable from time to time.
5.3. You agree to pay our invoices in full (in cleared funds) within 30 days of the end of the month in which the invoice is dated.
5.4. If you are an incorporated entity or a partnership with four or more partners, if you are late in paying our invoices, you agree to pay interest on the overdue amount and compensate us for our debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. This obligation applies whether or not we have obtained a court judgment against you and is in addition to all other rights that we have under these Terms or generally at law. If you are any other type of business and are late in paying, we have legal rights to claim for our losses and to claim statutory interest from you.
5.5. In addition, as soon as you are late in paying any of our invoices, then all our other invoices to you (under all contracts) will become immediately and automatically due and payable and we will have a right to charge interest as described in clause 5.4.
5.6. You agree that if you wish to pay our invoice by credit card then we are entitled to add an invoice surcharge to reflect the administrative costs that we incur in processing commercial credit card payments.
5.7. You agree to pay all sums due under the Contract in full and without any set-off, counterclaim, deduction or withholding.
5.8. You agree that we may use any payment made by you to settle any of our outstanding invoices at our discretion, even where you have indicated that a payment relates to a specific invoice.
5.9 Payment shall be in pounds sterling.
6.1. Risk in the Goods shall pass from us to you on the completion of delivery or collection.
6.2. If you are an incorporated entity or partnership with four or more partners, title to the Goods shall pass to you only when you have: 6.2.1. paid for the Goods in full (in cleared funds); 6.2.2. paid for any other goods that we have supplied to you under any contract.
6.3. If you are any other type of business title to the Goods shall pass to you only when you have paid for the Goods in full (in cleared funds). Title to all other Goods supplied to you will pass to you, except that we will retain title to all Goods supplied to the extent that those Goods remain in your possession or control and there are any outstanding liabilities to us at any time under any Contract.
6.4. Until title to the Goods has passed to you, you agree: 6.4.1. to store the Goods separately from all other goods and in such a way (with appropriate labelling) that enables them to be readily identified as being our property; 6.4.2. to keep the Goods in a satisfactory condition and insure them for the full price against all usual risks such as accidental damage, fire and theft.
6.5. Subject to clauses 6.5 and 6.6, we permit you to sell the Goods in the normal course of your business but on the basis that you hold the proceeds of sale on trust for us, and you shall account to us for them.
6.6. We may revoke our permission for you to sell the Goods (under clause 6.4) immediately if: 6.6.1. you are late in settling any of our invoices (under the Contract or any other contract between us) by more than 7 days: 6.6.2. any cheque or similar instrument from you is not honoured; or 6.6.3. an Insolvency Event occurs.
6.7. Where we have revoked our permission for you to sell the Goods, then you shall make the Goods available for us to collect and allow us to enter your premises in order to do so, with no liability to account to you for any damage that we may cause.
7.1. In addition to any other rights, we may have available to us (whether under these Terms or generally at law), we may terminate the Contract, in full or partially, or any other contract between us, or stop performing our obligations under this and any other contract between us if: 7.1.1. You fail to pay on time any money that you owe to us (under this Contract or any other); 7.1.2. You refuse to take delivery or collect any of the Goods as required by the Contract; 7.1.3. An Insolvency Event occurs; 7.1.4. You breach the Contract in any way; 7.1.5. You refuse to permit or hinder performance of the Services.
7.2. We may terminate, in full or partially, or suspend our obligations under the Contract where we experience supply shortages. In such circumstances, the Contract shall be varied so that your obligation to purchase Goods under the Contract shall remain binding to the extent that we are able to meet your Order.
7.3. We will operate an overall exposure limit in relation to you. This will be the maximum amount of unpaid for Goods or Services we will supply to you. If you reach this limit, we may refuse to supply further Goods or Services to you. We shall be entitled to require as a condition of resuming performance under this agreement the payment by you of any or all of the sums that you owe to us under any Contract.
7.4. If we suspend performance of our obligations because of any of the events specified in clause 7.1 and/or pursuant to clause 7.3, then we may require you to make a pre-payment of any charges under the Contract or provide us with some other form of security as a condition of us resuming performance of our obligations. In addition, if any of the events specified in clause 7.1 occurs then you agree that we will have a general lien over all monies and other property of yours that we have in our possession for any sums due to us from you.
9.1. Nothing in these Terms limits our liability for: 9.1.1. death or personal injury resulting from our negligence, or the negligence of our employees, agents or subcontractors; 9.1.2. fraud or fraudulent misrepresentation; 9.1.3. a breach by us of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 9.1.4. a breach by us of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
9.2. Subject to clause 9.1, you agree that your only remedy for: 9.2.1. a failure by the Goods to comply with the warranty in clause 8.1 is as set out in clause 8.2; and 9.2.2. a failure by the Services to comply with the warranty in clause 8.6 is as set out in clause 8.9, and you agree that it is therefore your responsibility to obtain suitable policies to insure against any liability arising from your use of the Goods and Services.
9.3. Except as set out in clauses 3.5, 8.2 and 8.9, and subject to clauses 9.1, 9.2 and 9.4, our liability for all claims under a Contract shall be limited to the price of the Goods or Services to which the claim relates or, if higher, the amount of money that we are able to recover from the manufacturer of the relevant Goods (having deducted our costs of recovering that money).
9.4. We shall in no circumstances be liable to you for: 9.4.1. any indirect or consequential loss; 9.4.2. actual or expected profit or savings; 9.4.3. loss of data; 9.4.4. loss of production; 9.4.5. loss of profit; 9.4.6. loss of or damage to goodwill; 9.4.7. loss of business, agreements, or contracts; 9.4.8. any loss or damage arising out of your special circumstances; and 9.4.9. any loss which would not have arisen if you had complied with your obligations in clause 3.7.
9.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.6. This clause 9 shall remain in force even after the Contract has come to an end for whatever reason.
9.7. Any Original Equipment Manufacturer (OEM) part numbers provided by us are given as a reference only, and no inference or implication beyond that of a useful reference tool should be taken nor is intended.
10.1. Where the Goods are manufactured or altered in any way (by us or on our behalf) in accordance with your specification, direction or instructions, or where we provide Services in accordance with your specification, direction or instructions, you agree to indemnify us and hold us (and each member of Our Group) harmless against all losses (whether direct, indirect or consequential), damages, costs and expenses awarded against us or incurred by us and whether, wholly or partially, resulting directly or indirectly from any claim that we or any member of Our Group have infringed the Intellectual Property Rights of any person.
11.1. We shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of our obligations under the Contract where this arises wholly or in part from events, circumstances or causes beyond our reasonable direct control.
12.1. You shall not, and you shall procure that your directors, employees, agents, representatives, contractors, and sub-contractors shall not, engage in any activity, practice or conduct which would constitute an offence under any anti-bribery or anti-corruption laws, regulations and codes, including the Bribery Act 2010.
12.2. You agree that you have put in place adequate procedures designed to prevent any person working for or engaged by you or any other person in any way connected to this Contract, from engaging in any activity, practice or conduct which would infringe any anti-bribery and anticorruption laws, regulations, and codes, including the Bribery Act 2010.
12.3. Any breach by you of this clause 12 entitles us to terminate the Contract by written notice with immediate effect.
14.1. You agree: 14.1.1. to keep Bristol Builders Supplies LTD Confidential Information, confidential and only disclose it to those of your employees, agents, representatives, and contractors who need to know it in order for you to receive Goods and Services from us under the Contract; 14.1.2. on our request to promptly return to us all documents and other materials that we have provided to you. 14.2. You may disclose Bristol Builders Supplies LTD Confidential Information without breaching this clause if you are required to by law, a court of competent jurisdiction or any governmental or regulatory authority, but you agree to tell us in advance. 14.3. This clause 14 shall remain in force even after the Contract has come to an end for whatever reason.
16.1. For the purposes of the Contract, the parties acknowledge that each party shall act in the capacity of Controller in relation to the Personal Data that it Processes and that neither party shall act in the capacity of a Processor in respect of Personal Data to which the other party is the Controller for the purposes of the Contract. Each party, when performing its obligations under the Contract, shall comply with its respective obligations under Data Privacy Laws.
16.2. You agree that you have obtained all necessary rights, permissions and consents prior to disclosing any Personal Data to us.
17.1. You are responsible for dealing with all items of waste electrical and electronic equipment (“WEEE”) that we supply to you in accordance with the Waste Electrical and Electronic Equipment Regulations 2013, in particular as regards its treatment, recycling and environmentally sound disposal.
17.2. Unless we have informed you otherwise, you shall be responsible for dealing with all packaging that we provide to you in an environmentally sound manner.
18.1. The Contract sets out the entire agreement between you and us, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to its subject matter.
18.2. We each acknowledge that in entering the Contract you and we are not relying on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement based on any statement in the Contract.
18.3. Nothing in this clause shall limit or exclude any liability for fraud.
19.1. These Terms do not create any right or remedy enforceable by any person under the Contracts (Rights of Third Parties) Act 1999.
20.1. Unless we have agreed in writing in advance, you are not permitted to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract.
20.2. Any notice required to be given in writing under the Contract shall be given by first class post addressed to the registered office of the party to whom it is sent. Notices may not be given by fax or email.
20.3. If any provision or part-provision of the Contract (including these Terms) is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
20.4. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.5. The Contract shall not create an agency or partnership between you and us.
20.6. No variation of or addition to the Contract (including these Terms), whether written or oral, shall have effect unless and until agreed in writing by a duly authorised manager of both parties to the Contract.
20.7. The Contract and any dispute or claim under it (including non-contractual disputes and claims) shall be constructed according to and be governed by the laws of Scotland or the laws of England depending upon the location of the point of delivery and any dispute shall be referred to the Courts of Scotland or England accordingly.
BBS Plumbing & Heating Supplies is the Trading Name of Bristol Builders Supplies Ltd.
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