1.1.This agreement is entered into between:
(a) You (the Customer) and;
(b) Barton Supplies Limited (BSL) a company incorporated in England and Wales
1.2 This agreement governs the terms and conditions on which the products are sold and/or supplied to the customer by BSL
1.3 BSL shall itemise out the principle details of the products to be provided to the customer in a quote. All quotes shall remain valid for thirty (30) days from date of first issue.
1.4 The customer shall provide BSL with as accurate information as possible regarding the required products and the requisite locations so that BSL can make a quote accordingly, following which, provision of the products following a quote and/or inspection shall be at BSL’s sole discretion.
1.5 Any deposit or other payment made to BSL upon receipt of such quote shall constitute the customer’s acceptance of the quote and the terms of this agreement, the details of which shall comprise an order (‘order’). BSL reserve the right to refuse any order.
1.6 Following creation of an order, the details contained in a subsequent invoice issued by BSL shall supersede those set out in BSL’s original quote. For the avoidance of doubt, each invoice shall also include the terms of this agreement.
1.7 In the event of a conflict of terms of between this agreement and the quote or the invoice, in terms of the quote of invoice shall prevail. In the event of a conflict terms between the quote and the invoice, then in terms of the invoice shall prevail.
1.8 BSL reserve the right to alter or amend the terms of agreement for any particular customer or class of products.
1.9 The customer acknowledges and accept that the terms of this agreement and the applicable quote and invoice shall constitute the entire agreement between the customer and BSL to the exclusion of anything previously agreed between the customer and BSL, subject to, any special terms and conditions of sale set out in BSL’s catalogues, price lists or other literature, which shall only be incorporated herein if agreed in writing by BSL. The customer acknowledges and accepts that the contents of any such literature are for illustrative purposes only.
1.10 Any details relating to the provision of the products discussed by the customer verbally with BSL whether in person, by telephone or other means shall only be binding once confirmed in writing by BSL.
1.11 The customer hereby warrants to have the full power and right to enter into this agreement and to allow BSL to perform all duties necessary to fulfil the order requested.
1.12 BSL shall make reasonable endeavours to fulfil the order and provide the products to the customer as quoted and in accordance with good industry practice. BSL does however reserve the right to make reasonable amendments to any order should the location, physical situation, environment or other necessary or mitigating circumstances relating to the products or services become apparent which require such an amendment to be made for satisfactory completion of the order. In the event of such an amendment to an order, BSL reserves the right to adjust their quotes or invoices accordingly. Such amendments or other suggested variations to the order shall be made at BSL’s sole discretion. The details of the latest quote or invoice shall supersede those of any previously issued to you for applicable products or services. Further, BSL reserves the right to cancel an order on the grounds stated herein or the event that BSL reasonably believe that they cannot satisfactorily, legally or otherwise fulfil the order.
1.13 In the event that either BSL or the customer choose to terminate the order, BSL shall be entitled to be paid accordingly for the services rendered until the time of termination and for any additional work necessary to resolve the direct effects of such termination
2. PRICES & PAYMENT
2.1 BSL price lists do not constitute an offer.
2.2 All prices shall be inclusive of any applicable value-added tax or other statutory duties at the time of purchase.
2.3 All Balances outstanding on the invoice MUST be settled 5 days prior to delivery
2.4 Payments can be made by cash, credit/debit card, BACS or other transfer funds directly to our bank as to be agreed with BSL.
2.5 BSL require a deposit payment to be paid at point of order of any products over the value of £1000 (normally 50% of the total cost of any products set out in the applicable quote or invoice, unless otherwise agreed by BSL and, in all circumstances, for such payment to have cleared prior to delivery. Anything under the value of £1000 must be paid in full.
2.6 Non-payment by the due date entitles BSL to cancel the contract or to suspend deliveries without further notice. Notwithstanding this provision, BSL also reserves the right to change interest on late payments, as set out in the Late Payment of Commercial Debts (Interest) Act 1998.
2.7 All Goods must be paid for PRIOR to leaving our premises.
3. Customer Premises
3.1 The customer hereby grants BSL permission to enter the requisite premises for the purpose of inspection, obtaining a quote, for delivery of products, or other task otherwise required for fulfilment of the order.
4. TITLE & RISK OF PRODUCTS
4.1 Until full payment has been cleared/received by BSL for all or any products. Goods shall remain as BSL property.
5.1 Should any of these general terms of business and conditions of sale be inapplicable, this would not imply that the rest of the present terms do not remain valid.
5.2 Failure by either party to exercise or enforce any right conferred by this agreement shall not be deemed a waiver of any such right nor to operate so as to bar the exercise of enforcement thereof or of any other r ight on any other occasion.
5.3 If any provision of this agreement shall become or be declared by any court of competent jurisdiction to be invalid or unenforceable in any way such invalidity or unenforceability shall in no way impair or affect any other provisions all of which shall remain in full force and effect.
5.4 BSL reserves the right to terminate this agreement if it has reasonable belief that the customer has made any misinterpretations to BSL, whether fraudulent or otherwise, which could affect the fulfilment of an order or result in financial or reputational losses to BSL.
5.5 In the event that BSL recommends a third party supplier, fitter or manufacturer to the customer in relation to the products, services or similar, BSL shall not be held responsible whatsoever for the acts, omissions or negligence of such third parties.
5.6 This agreement shall not create or give rise to, nor shall it be intended to create or give rise to any third party rights. No third party shall have any right to enforce or rely on any provision of the agreement, which does or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. The application of any legislation giving or conferring on third parties contractual or other rights in connection with the agreement shall be excluded.
5.7 By entering into this agreement, the customer acknowledges that this does not form any type of partnership or similar business relationship and the customer shall not hold themselves to be an employee or contractor of BSL or have any rights that may only be exercised by BSL.
5.8 Whilst BSL may assign the benefit of this contract to any third party, the customer shall not assign the benefit of this agreement to any third party without BSL’s written approval.
6. DISPUTE RESOLUTION
6.1 BSL expect both the customer and members of BSL to deal with any complaints in a prompt and courteous manner and asks the customer to escalate any complaints to BSL internally in the first instance. BSL reserves the right to resolve any dispute through the means of arbitration of the English court system at BSL’s sole discretion.
6.2 BSL reserve the right to cancel an order should they receive any abusive or other intolerable behaviour.
7. LAW OF THE CONTRACT
7.1 This agreement (inclusive of any quote or invoice) is governed and will be interpreted in accordance with the laws of England and Wales. The English courts shall have exclusive jurisdiction to settle any claim or dispute which might arise out of or in connection with these terms and conditions.
7.2 Subject to an applicable order, the title and ownership of such products shall remain that of BSL or their suppliers, as appropriate.
7.3 Notwithstanding the foregoing, risk in the products shall pass to the customer on delivery except where the customer requires a special method of shipment in which case risk shall pass on the customer when the products leave BSL’s premises.
7.4 BSL retain ownership of any designs or other intellectual property rights created during the performance of the services and shall grant the customer a non-exclusive, royalty-free licence to reproduce such.
8.1 Surveys carried by third party contractors, BSL will not be liable for any advice or recommendations, or any agreements made between customer and contractors, at time of survey.
8.2 The customer acknowledges and accepts that by the nature of the products that they should be handled and used with due care and consideration and used only for the intended purposes and instructions provided by the manufacturer . Where the customer requires any information regarding the operation of any products, BSL shall provide the customer with such additional professional information or advice. However, BSL shall not be held liable for the customers’ use or misuse of such information or advice and the customer ought to consult with the manufacturer where possible.
8.3 It is the responsibility of the customer to ensure that all stone work is appropriately sealed after installation to help prevent damage or stains. Any product damaged by heat produced by fire is not the responsibility of BSL.
8.4 BSL does not employ any GAS, ELECTRIC or SOLID FUEL or any other trade Engineers, and therefore installation or remedial costs are solely between the Engineer and the Customer.
9.1 Products supplied by BSL are delivered at the risk of BSL unless a customer stipulates a special method of delivery, in which event products are delivered at the risk of the customer and an extra charge may be made for delivery.
9.2 Any stated delivery date constitutes only a warranty by BSL to use reasonable endeavours to effect delivery by or about the date. No liability will be accepted by BSL for the failure to meet delivery dates, howsoever caused. All proposed delivery dates must be agreed in writing by BSL.
9.3 Standard delivery charges within Bedfordshire and neighbouring counties are postcode dependent can be requested.
10. RETURNS POLICY
10.1 Product may only be returned to BSL after first obtaining BSL’s agreement to do so.
10.2 In any event, any liability for loss or damage in the course of delivery of defect of the products shall in all circumstances whatsoever be limited (at the option of BSL to either the repair of the products concerned, the reimbursement to the customer of the invoice values of such products or the replacement of the products (subject to availability from the manufacturer).
10.3 In the event of damage, the customer must advise in writing or via email BSL of any such damage, within seven (7) days of delivery. All such products will be replaced provided the damage was incurred prior to receipt by either the customer of the customer carrier. No claim for damage will be allowed if informed beyond this time limit.
10.4 In the event that the customer receives incorrect product’s that do not match the original quote or invoice as appropriate, BSL must be notified, in writing or via email, within seven (7) days of BSL’s delivery date.
10.5 Generally, non-defective, undamaged products will only be accepted back where they have not been supplied to the order. In exceptional circumstances, BSL may allow the return of certain non-defective products, however, such returns will be on a case-by-case basis and maybe subject to restocking fee up to thirty percent (30%) of the total cost. Such requests should be made to BSL in writing. All non-defective returns will only be accepted for products that are received at BSL in pristine condition – i.e. resale-able, undamaged, unmarked, unopened and together with any accessories or cables as originally supplied. The customer is entirely responsible for the transportation and packaging of such products. BSL may uninstall and replace such products at BSL’s sole, reasonable discretion and may charge a reasonable cost for doing such, where deemed necessary.
11.1 All products except for stonework are supplied with the benefit of the manufacturer’s warranty agreement and warranty processes. For the avoidance of doubt, BSL does provide its own warranties for the products to be delivered and excludes any implied terms of condition to the full extent permitted by the law.
11.2 Subject to the terms of this agreement and appropriate quotes and/or invoices, BSL shall not be liable to the customer for any direct, indirect, consequential or other losses resulting from delivery of the products, or fulfilment of the order.
12. UNCONTROLLABLE EVENTS & DELAYS
12.1 In case of delays caused by circumstances beyond the control of BSL or BSL’s suppliers, then BSL shall have the right to either suspend fulfilment or an order without notice or cancel the contract without liability.
12.2 By way of illustration and not of limitation. The following are to be treated as uncontrollable events: Governmental order, strike, lockout, riot, revolution, mobilisation, war, epidemic, official regulations, court order, transportation difficulties, working difficulties, machine breakdowns, fires, blocked chimney, non-swept chimney, inclement weather, failure of suppliers, or other causes, whether similar or not.