Terms and Conditions of Supply (Trade)

 

The customer's attention is drawn in particular to the provisions of clause 8.

  1. Interpretation
    • In these Conditions, the following definitions apply:

Business Day:

a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions:

the terms and conditions set out in this document as amended from time to time in accordance with clause 10.6.

Contract:

the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer:

the person or firm who purchases the Goods from the Supplier.

Force Majeure Event:

has the meaning given in clause 9.

Goods:

the goods (or any part of them) set out in the Order.

Order:

the Customer's order for the Goods, in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.

Supplier:

Bramwell Brown Limited (registered in England and Wales with company number 08504514).

  • In these Conditions, the following rules apply:
    • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to a party includes its personal representatives, successors or permitted assigns.
    • A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
    • Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    • A reference to writing or written includes faxes and e-mails.
  1. Basis of contract
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
    • The Order shall only be deemed to be accepted when the Supplier issues an Order confirmation, at which point the Contract shall come into existence. For the avoidance of doubt the Supplier may in its sole discretion and without giving any reason refuse to accept any order placed by the Customer. The acceptance of an Order does not constitute an obligation or promise to provide goods to the Customer pursuant to any further or subsequent Order placed by the Customer.
    • The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
    • Any drawings, descriptive matter, or advertising produced by the Supplier and any illustrations contained in the Supplier's catalogues or brochures or on the website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. Although we have made every effort to display the colours accurately, we cannot guarantee that a computer's display of the colours accurately reflect the colour of the Goods. The Goods may vary slightly from those images.
  2. Delivery
    • The Supplier shall ensure that:
      • each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, code number and barcode number of the Goods, and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
    • The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
    • Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
    • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
      • delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
      • the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
  1. Quality
    • The Supplier warrants that on delivery the Goods shall:
      • conform in all material respects with their description;
      • be free from material defects in design, material and workmanship;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      • be fit for any purpose held out by the Supplier.
    • Subject to clause 3, if:
      • the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 1;
      • the Supplier is given a reasonable opportunity of examining such Goods; and
      • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. In the event that the Supplier exercises this option it shall also reimburse the Customers for the cost of returning the items to the Supplier under clause 4.2.3.  

  • The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 1 in any of the following events:
    • the Customer makes any further use of such Goods after giving notice in accordance with clause 2;
    • the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
    • the Customer alters or repairs such Goods without the written consent of the Supplier;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
  • Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 1.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
  • Please be aware that we offer a warranty of up to 24 months to end users, the documentation for which is included within the packaging for each item.
  1. Title and risk
    • The risk in the Goods shall pass to the Customer on completion of delivery.
    • Title to the Goods shall pass to the Customer once the Supplier has received payment in full, including payment of all applicable delivery charges.
  2. Price and payment
    • The price of the Goods shall be the price set out in the Order confirmation.
    • The price of the Goods is exclusive of the costs and charges of insurance and transport of the Goods, which shall be charged to the Customer and which shall be detailed in the Order confirmation. At the discretion of Bramwell Brown, these charges can be waived by confirmation in writing.
    • The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and as are set out in the Order confirmation.
    • The Goods shall not be dispatched until payment has been made in full, including payment of all applicable costs as set out in clause 6.2 and VAT as referred to in clause 6.3.
  3. Limitation of liability
    • Nothing in these Conditions shall limit or exclude the Supplier's liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979;
      • defective products under the Consumer Protection Act 1987; or
      • any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
    • Subject to clause 1:
      • the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      • the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
  1. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

  1. General
    • Assignment and other dealings.
      • The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      • The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
      • If any provision or part-provision of the Contract 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.
      • If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
    • Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).