Conditions of sale

  1. General
    1. All quotations are made and all orders are accepted subject to the following conditions. All conditions of the Customer or other conditions or warranties whatsoever are excluded from the contract or and variation thereof, unless expressly accepted by the Company in writing.
    2. Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by written or oral notice.
    3. These terms and conditions can only be altered or qualified by a document signed by a director of the Company setting out in full all the relevant alterations and qualifications.
    4. If any statement or representation has been made to the Customer upon which the Customer relies, other than in the documents enclosed with the Company's quotation, and specifically referred to in such quotation, the Customer must set out that statement or representation in a document to be attached to, or endorsed, on its Order in which case the Company may clarify the point and submit a new quotation.

  2. Delivery and Delay
    1. Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure by any cause to meet any delivery time stated.
    2. Date of delivery shall in every case be dependant upon prompt receipt of all necessary information, final instructions or approvals being obtained from the Customer. Alterations by the Customer in design specifications or quantities required may result in delay in delivery.
    3. The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby.

  3. Risk and Title
    1. Risk shall pass to the Customer when the goods or the relevant part thereof leave the premises of the Company for delivery to the Customer notwithstanding that the Company may arrange for delivery.
    2. Title to the goods will not pass to the Buyer until:
      1. the Buyer has paid to the Seller all sums due and payable from the Buyer to the Seller under this or any other contract between them; or
      2. when the Seller serves on the Buyer notice in writing to that effect;
    3. The Seller may recover goods in respect of which title has not passed to the Buyer at any time and the Buyer hereby licences the Seller, its servants and agents to enter upon any premises of the Buyer for the purpose either of satisfying itself that condition 3 below is being complied with by the Buyer or recovering any goods in respect of which property has not passed to the Buyer.
    4. Until title to the goods has passed to the Buyer, it shall possess the goods as a bailee of the Seller, the terms of the bailment being modified by this contract. If the Seller so requires, the Buyer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Seller.
    5. If the goods are sold on in an unaltered state before property in them has passed to the Buyer, the Buyer shall nonetheless be at liberty to pass a good title to a sub-purchaser but the proceeds of sale shall belong entirely to the Seller.
    6. If the goods sold to the Buyer pursuant to this contract are converted or made by a manufacturing process into new goods without any other raw material being used, the property in the new goods shall arise exclusively in the Seller's and, if the Buyer sells those new goods to a sub-purchaser before payment in full has been made for the raw materials in respect of them sold by the Seller, the proceeds of sale of such goods shall belong to the Seller.
    7. Notwithstanding with the provisions of 4 & 5 above the Seller will, if it retakes the goods or new goods and resells them, it will account to the Buyer for any sum received by it on resale (after taking into account the expenses of resale) over and above the amount owed by the Buyer to the Seller under this or any other contract.

  4. Cancellation
    1. Cancellation will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company forthwith.

  5. Prices
    1. All prices are quoted net ex works and are subject to fluctuation in the event of any increase in the cost of labour due to Local or National Awards or increases in the cost of materials and overheads. Any increase in such costs during the period of production will be added to the quoted price.
    2. In the event of any alteration being required by the Customer in design or specification, the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.
    3. The cost of carriage and packaging, if required by the Customer, shall unless otherwise stated be charged extra.

  6. Terms of Payment
    1. Unless otherwise agreed by the Company in writing payment without any cash discount or other deduction whatsoever shall be made within the calendar month following that in which the goods or instalments of the goods are despatched or would have been despatched save for postponement otherwise that due to default on the part of the Company.
    2. No disputes arising under the contract nor delays beyond the control of the Company shall interfere with prompt payment by the Customer.
    3. In the event of default in payment by the Customer in accordance with agreed terms the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries and to charge interest on any amount outstanding at the rate of 2% per annum above the HSBC Bank Plc base rate in force at the relevant time.

  7. Test Certificates
    1. The Company shall not be obliged to produce test and performance certificates or safety critical certificates unless requested by the Purchaser and accepted by the Company in writing.

  8. Shortages and Defects Apparent on Inspection
    1. The Customer shall have no right or claim for shortages or defects apparent on inspection unless:
      1. the Customer inspects the goods within three days of arrival at its premises or the premises of such other person firm or company to which the goods are directed by the Customer to be sent by the Company or its suppliers.
      2. a written complaint is made to the Company within fourteen days of receipt of the goods or such shorter period as the Carrier's conditions (if applicable) require specifying the shortage or defect, and
      3. the Company is given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods.
      4. If a complaint is not made to the Company as herein provided, then the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to the contract and the Customer shall be bound to pay for the same accordingly and in such circumstances condition 9 (5) hereof shall not apply.
    2. Whether or not the Company arranges delivery, the Company is in no way responsible for delivery of the goods and is in no way liable for claims for loss or damage in transit which must be made by the Customer against the Carrier in accordance with the Carrier's conditions.

  9. Guarantees
    1. Save as otherwise provided by the other conditions of these Conditions of Sale 12-15 of the Sale of Goods Act 1893 as amended are to be implied into this contract.
    2. The Customer shall have no claim or set-off in respect of defects not apparent on inspection at the time of delivery unless:
      1. a written complaint is sent to the Company as soon as reasonably practicable after the defect is noticed and no use is made of the goods thereafter or alteration made thereto by the Customer before the Company is given an opportunity in accordance with sub-paragraph (4) of this condition to inspect the goods;
      2. the complaint is sent within 12 months of the date of delivery by the Company or in the case of items not manufactured by the Company within the guarantee period specified by the manufacturer of such item.
    3. The Customer shall not be entitled to any claim or set-off in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.
    4. The Company may within 15 days of receiving such a written complaint inspect the goods and the Customer, if so required by the Company, shall take all steps necessary to enable the Company to do so.
    5. In the event of the condition of the goods being such as might or would (subject to these Conditions of Sale) entitle the Customer to claim damages, or to repudiate the contract (whether or not the same be apparent on inspection), the Customer shall not then do so but shall first ask the Company to repair or supply satisfactory substitute goods and the Company shall thereupon be entitled at its option, to repair or take back the defective goods and to supply satisfactory substitute goods free of cost and within a reasonable time. If the Company does so repair the goods or supply satisfactory substitute goods, the Customer shall be bound to accept such repaired or substitute goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective goods or from the delay before the defective goods are repaired or the substitute goods are delivered.

  10. Liability
    1. Save where the Company is shown to have failed to exercise reasonable care in the manufacture and supply of the goods, the Company shall not be liable in any circumstances in respect of death or personal injury and under no circumstances whatsoever shall the Company be liable for consequential loss of profits or damage to property.
    2. The Company's liability whether in respect of one claim or the aggregate of various claims other than claims for death or personal injury due to negligence on the part of the Company shall not exceed the purchase price payable by the Company under the contract, and the Customer agrees to insure adequately to cover such claims in excess of such amount.

  11. Confidential Information
    1. All drawing, documents and other information supplied by the Company are supplied on the express understanding that copyright is reserved to the Company and that the Customer will not without the written consent of the Company:
      1. give away, loan, exhibit or sell any such drawings or extracts therefrom or copies thereof;
      2. use them in any way except in connection with the components for which they are issued.

  12. Customer's Drawings
    1. The Customer will be solely responsible for the accuracy of all drawings, advice and recommendations given to the Company either directly or indirectly by the Customer or by the Customer's own advisers or consultants. Examination or consideration by the Company of such drawings, advice or recommendations shall in no way limit the Customer's responsibility hereunder, unless the Company specifically agrees in writing to accept responsibility.
    2. The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of components to the drawings and specifications of the Customer where such drawings and specifications shall be at fault or where it is alleged that they involve an infringement of a Patent, Registered Design, Copyright or Design Copyright or other exclusive right.

  13. Data and Technical Information
    1. The information contained in the advertising sales and technical literature issued by the Company may be relied upon to be accurate in the exact circumstances in which it is expressed. Otherwise any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and from trials under test conditions. Accordingly the information contained in the Company's publications is provided for general guidance only and forms no part of the contract unless expressly agreed in writing. Customers should obtain specific recommendations and advice from the Company regarding the uses and attributes of the Company's products.

  14. Insolvency
    1. If the Customer shall become bankrupt or insolvent or compound with creditors or proceedings are commenced for the liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed of all or any part of its assets or undertaking, the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.

  15. Force Majeure
    1. Neither party shall be under liability for any delay, loss or damage caused wholly or in part by Act of God, governmental restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves its servants or not or by reason of any other act, matter or thing beyond the reasonable control of the Company.

  16. Legal
    1. The contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.

Conditions of purchase

In these Conditions E.J. Bowman (Birmingham) Limited is referred to as "the Company".

  1. Application of these Conditions
    1. The Company only enters into contracts of purchase which are subject solely to these Conditions of Purchase and they can only be altered or qualified by a document signed by a director of the Company and setting out in full the relevant alterations and qualifications. No other servant or agent has any authority to alter or qualify these Conditions in any way.
    2. Delivery by the Supplier shall of itself constitute an acceptance of the terms of conditions of this Order where acceptance shall not previously have been communicated to the Company.

  2. Advice Notes
    1. A detailed advice note is required for each consignment and goods not so covered by an advice note may be refused.

  3. Time
    1. Where time is specified, such provision shall be of the essence of the contract.
    2. Failure by the Supplier to adhere to any provision as to the time contained in this Order shall entitle the Company at its option to treat the contract as repudiated in whole or in part. The Company shall be entitled to exercise its option of any time notwithstanding that it has acquiesced in any delay, unless a written extension of time has been given to the Supplier by a director of the Company and the time of any extension has not elapsed and the Company shall be entitled to recover from the Supplier any loss, damage or expense incurred by the Company owing to such delay.

  4. Price and Payment
    1. All prices are fixed and are not subject to escalation.
    2. The Company shall not be responsible for the payment of any charges for work done or goods supplied in excess of work or goods required by any Purchase Order, or any variation thereon unless authorised by a further priced Purchase Order in writing. Where orders are placed on a price by weight basis, the quantity delivered shall be within 2 1/2% of the specified quantity.
    3. No payment of or on account of the contract price shall constitute any admission by the Company as to the performance by the Supplier of his obligations.
    4. No payment will be made for crates or packing material of any description except by special arrangement in writing.
    5. All invoices for goods supplied must be rendered bearing the Company's Order number. Unless otherwise agreed in writing, invoices shall be available at the end of the month following the month in which delivery is effected.

  5. Delivery
    1. Delivery of goods shall be made to the Company's premises or as otherwise directed by the Company. Delivery shall be effected, when the goods have been unloaded. Where it becomes necessary due to failure on the part of the Supplier to conform to agreed delivery for goods to be sent by a more expeditious method than would normally be employed, the Supplier will be responsible for the extra costs involved.

  6. Title and Risk
    1. The property and risk in the goods purchased shall pass to the Company upon delivery and the Supplier shall be responsible for transport and unloading costs and insurance of goods to their full value against all risks of damage or loss prior to completion of delivery.

  7. Inspection
    1. Any inspector or representative authorised by the Company shall be entitled to inspect the goods at any reasonable time at the Supplier's works, or where applicable, at the works of any subcontractor, and require all defects or deficiencies to be made good and alterations made, where the Supplier or subcontractor, as the case may be, has failed, in the opinion of the Company, to comply with the terms of the Company's Order, provided, nevertheless, that such inspection or right to inspect shall not of itself constitute acceptance or approval of the goods.

  8. Drawings and Design
    1. All property and copyright in all drawings, designs, patterns, specifications, materials, tools and other data and appliances provided by the Company or by the Supplier at the request of the Company in connection with this Order shall vest in and remain at all times the property of the Company and be used by the Supplier solely for the purpose of this Order and shall be sent, if requested, to the Company, carriage paid on completion of the Order.
    2. All drawings, documents and other information provided by the Company are provided on the express understanding that the Supplier will not, without the written consent of the Company, give away, loan or exhibit any such drawings or extracts therefrom or copies thereof.
    3. The Supplier confirms that all designs and specifications prepared by it are such that the goods supplied to such designs and specifications will be safe and without risks when properly used.

  9. Title, Quality and Guarantee
    1. Goods shall be of first class quality and shall be supplied strictly in accordance with the quantities specifications and stipulations contained in this Order and all work and services performed by the Supplier shall be in accordance with best practice.
    2. Unless the goods are proprietary goods of the Supplier's design, intended for sale primarily, the Supplier shall not, without the written consent of the Company, mark the goods with any trade name or device whatsoever.
    3. The Supplier warrants his expertise and confirms the accuracy of all statements and representations made in respect of the goods, work or services prior to this Order.
    4. Nothing contained in this condition shall in any way detract from the Supplier's obligations under Common Law or Statute or any express warranty or condition contained in the Company's Order.
    5. Notwithstanding that:
      1. the Company has accepted the goods or part thereof, or
      2. where the contract is for the sale of specific goods, the property in the goods has passed to the Company
      3. the breach of the Supplier of any express or implied condition to be fulfilled by it may (subject to sub-clause (vi) of this condition) be treated as a ground for rejecting the goods and treating the contract as repudiated.
    6. The Company shall be entitled to require the Supplier to perform the obligations contained in sub-clause (vii) of this condition or at its option, reject the goods and treat the contract as repudiated at any time prior to the expiration of the following periods:-
      1. where the defect is apparent on a visual inspection, three months after delivery to the Company, or
      2. in any other case, two months after the Company has discovered the defect in question.
    7. Without prejudice to the Company's right to treat the contract as repudiated
      1. where the Company notifies the Supplier of any defective or damaged goods or faulty workmanship, the Supplier shall instruct the Company within 14 days with regard to the disposal, storage or return of such goods or rectification or workmanship, as the case may be, and in default of such matters shall be at the Company's discretion. All costs and expenses hereunder shall be borne by the Supplier.
      2. The Supplier shall be responsible for making good including full replacement, all costs or delivery to site and installation with all possible speed necessary to rectify any defects or damage in the goods supplied or work performed (fair wear and tear expected) together with all costs incurred by the Company in relation to the premises at which the goods are situated or other plant and machinery in order to enable or facilitate such replacement by the Supplier due to faulty design, materials or workmanship or any act or omission of the Supplier.

  10. Publicity
    Neither this Order nor the name of the Company shall be used by the Supplier for advertisement or publicity purposes without the Company's prior written consent.

  11. Subcontractors
    1. The Supplier shall not, without the written consent of the Company, subcontract or assign all or any part of this Order.
    2. Any authority given by the Company for the Supplier to subcontract this Order or any part thereof shall not impose any duty on the Company to enquire as to the competency of any authorised subcontractor but the Supplier shall ensure that any authorised subcontractor is competent and the work is properly done.

  12. Health and Safety
    1. The Supplier warrants that:-
    2. in the design, manufacture, supply, installation of the goods (including all work on site) and the provision of information relating thereto that it will comply with the duties imposed on it by the Health and Safety at Work Act 1974 and that it will perform this contract such that no liability is incurred by the Company under the said Act.
    3. all goods supplied will be supplied with all necessary safety guards and devices sufficient to comply with current statutory requirements. Where goods are to be supplied without guards or safety devices, then the Supplier must:-
      1. state such to be the case in writing in its quotation or acknowledgement of order, and
      2. specify in writing such guards and devices will be required to be purchased by the Company.

  13. Indemnity
    1. The Supplier shall indemnify the Company against:-
    2. all losses, costs and expenses caused to it and claims made against it which would not have been caused or made, had the Supplier fulfilled its express or implied obligations under this contract.
    3. any claims for infringement of any letters, patent, copyright, registered design or trademark by reason of the use or sale of the goods supplied (save where the same shall have been manufactured in accordance with specifications or designs supplied by the Company), and against all costs and damages which the Company may incur in any action for such infringement or for which the Company may become liable in such action.
    4. all claims in respect of royalties payable by the Supplier in respect of the goods.
    5. all claims made against the Company arising out of the acts or omissions of the Supplier or its subcontractors on site.

  14. Insolvency
    1. If the Supplier shall become bankrupt or insolvent or compound with creditors or proceedings are commenced for the liquidation of the Supplier or if a Receiver or Manager is appointed, the Company shall be entitled to cancel the Order in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.

  15. English Law
    1. This contract is subject to English law. The Company may only be sued in the English Courts.