Terms and conditions

Belvoir Rail Ltd Conditions of Sale

Definitions

The Seller

The Buyer means the person firm or company purchasing goods from the Seller.
The Goods mean the Goods purchased or to be purchased from the Seller.
The Delivery Date means the estimated date for the delivery of the goods.

Terminology

Contracts and orders are accepted and the goods are delivered by Belvoir Rail Ltd (hereinafter called "the company") only upon and subject to the company's conditions of sale as herein printed. Unless expressly accepted in writing any qualification of these conditions in a customer's form must be deemed to be and will be treated as inapplicable.

Acceptance of Orders

Any quotation given by the Seller is an invitation to the Buyer to make an offer only and no order of the Buyer placed with the Seller in pursuance of a quotation otherwise shall be binding on the Seller unless and until it is accepted in writing on the Seller's acceptance of order form.
Any Contract for the Sale of the Goods howsoever made between the Seller and the Buyer (herein after called "the Contract") shall incorporate and be the subject to these Conditions according to their provisions the only terms of the Contract shall be those contained expressly or by reference in the Seller's acceptance of order form and any representation or warranty written or oral made or given prior to the Contract is hereby expressly excluded in the event of the Buyer seeking to incorporate special conditions into the Contract such special conditions shall not apply unless they are accepted and agreed by the Seller in writing.
In the event that no quotation or written acceptance of order is given by the Seller and the Seller has received an order from the Buyer, and provided that the Buyer shall have notice of the Conditions in such circumstances all the goods are supplied subject to these Conditions.

Price

Computation of Price The price payable by the Buyer for each delivery shall be the price stated at the date of and specified in the Contract. The price is exclusive of Value added Tax, which shall be charged at the rate applicable at the date of invoice, and any other tax or duty relating to the sale or the delivery of the Goods chargeable to the Seller.
Price Variation The Seller reserves the right to vary its price without notice and unless otherwise expressly specified in the Seller's quotation goods are supplied at the price ruling at the date of delivery.

Delivery

The Seller shall make every effort to give delivery on the date or dates required by the Buyer but such date or dates are neither guaranteed nor deemed to be of the essence of the Contract. The Seller shall in no case be liable for damages nor shall the Buyer have any right to rescind the Contract for any delay in delivery.
Notwithstanding any other condition herein contained the Seller may at its option deliver the Goods to the Buyer by instalments.
Where the Goods are delivered by instalments each such instalment shall be deemed to be sold or supplied under a separate contract to which these conditions shall apply and save as provided in Clause 10 no default in respect of any one instalment shall affect or prejudice due performance of the Contract as regards any other instalments.
If the Buyer shall refuse delivery of any consignment made during normal acceptance hours the Buyer shall pay the Seller's costs of such delivery.
Unless otherwise agreed a charge will be made for carriage of goods for delivery within the UK. Goods will be sent via passenger train if the Buyer so requests but the additional cost of such carriage will be debited to the Buyer in full, as also will be the additional cost of carriage incurred owing to extra long lengths of tubing ordered by the Buyer.

Risk

The risk in respect of all the Goods supplied under the Contract shall pass to the Buyer upon the Goods being delivered to the Buyer as provided in the Contract or in accordance with the Buyer's delivery instructions but notwithstanding such delivery the property in the Goods shall not pass to the Buyer except as provided in Condition 6 hereof.

Retention of Title

Until the purchase price of the Goods comprised in this or any other Contract made between the Seller and the Buyer shall have been paid or satisfied in full the Goods comprised in the Contract shall remain the property of the Seller ( notwithstanding the delivery of the same and the passing of the risk therein) and the Seller may at any time recover and re-sell the Goods (if in the Buyer's possession) if any of the events specified in Condition 12 hereof shall occur and or if any sum owed by the Buyer to the Seller under any Contract is not paid on the date and for this purpose the Seller its servants or agents together with appropriate transport may enter upon the Buyer's premises where the Goods are situated.
Until such payment is made the Buyer shall possess all the Goods the property in which is vested in the Seller by virtue of this Clause on a fiduciary basis only and if the Seller so requires the Buyer shall store such goods and materials at no cost to the Seller so that they are clearly identified as belonging to the Seller. If any payment is overdue the Seller may (without prejudice to any other of its rights and remedies) recover and re-sell any or all the Goods and may enter upon the Buyer's premises for that purpose.

Terms of Payment

Unless otherwise agreed payment for Goods for delivery within the United Kingdom shall be due at the time of or before despatch from our works except where Goods are despatched c.o.d. Subject to satisfactory trade reference a monthly credit account may be opened by the Buyer in which case payment shall be due not later than the end of the month following the month in which the despatch of the Goods is made to the Buyer or your carrier or agent. In the case of monthly credit account customers punctual payment is a condition precedent to further deliveries and in no case is any deduction allowed.
In the case of orders for delivery outside the United Kingdom unless otherwise agreed with the Buyer to the contrary payment shall be due as soon as we notify the Buyer that the Goods are ready for shipment and no Goods will be shipped until payment has been received by us in full.
Where the Goods are delivered by instalments the Buyer shall be obliged to pay for each instalment upon the terms set out in the sub-clause (a) of this Clause.
The Seller shall be entitled to interest on any part of the Contract price not paid by its due date from that date until payment at the rate of 1.50 per cent above Minimum Lending Rate or its equivalent prevailing for the time being on all of the due payments.

Buyers Claim

Unless wrapping of Goods is specified no claim shall be made against the Seller for deterioration of the Goods in transit.
Claims for Goods damaged in transit shall be notified to the Seller and its carriers within three days of delivery.
Claims for short weight or measures shall be made by the Buyer within three days of delivery and the Seller shall be given the opportunity of verifying the weights for seven days thereafter.
Claims for Goods defective through faulty materials or bad workmanship shall be made in writing to the Seller within three months of the date of delivery unless prior to delivery the Buyer or some person authorised by him has examined the Goods in which case the Buyer shall not be entitled to claim as aforesaid in respect of defects which such examination ought reasonably to have revealed.
Where damage or loss occurs to the Goods before delivery to the Customer and providing the Buyer has claimed within the time limit specified in Clause (c) above the Seller undertakes to replace free of charge any of the Goods damaged or lost in transit.
Any claims other than claims under paragraph (e) above accepted by the Seller shall be satisfied provided the limits referred to above have been complied with by credit or by replacement at the option of the Seller who shall have the sole right to remove the defective Goods.
Save as aforesaid ( and save in respect of death or personal injury resulting from the negligence of the Seller its servants or agents) the Seller shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Buyer against the Seller whether in Contract or in tort (including negligence on the part of the Seller its servants or agents) arising out of or in connection with any defect in the Goods or any act, omission, neglect or default of the Seller its servants or agents in the performance of the Contract.
Without prejudice to the generality of the foregoing nothing herein contained shall operate to exclude any warranty or condition implied by the Unfair Contract Terms Act 1977 in the event of the Customer dealing as a "Consumer" as defined by section 12 of the said Act.

Indemnity

The Buyer shall indemnify the Seller against all damages costs and expenses to which the Seller may become liable if any work done in accordance with the Buyer's specifications or instructions involves an infringement of a registered design or letters patent. The Seller shall not be liable for and the Buyer shall indemnify and hold the Seller harmless against any claim or loss to any person or property directly or indirectly occasioned by or arising from the sale use or operation or possession of the Goods.

Suspension of Deliveries

Should default be made by the Buyer in paying any sum due under the Contract as and when it becomes due in addition to the Seller's rights set out in Clause 6 hereof the Seller shall have the right to either suspend all further deliveries until the default be made good or to cancel the Contract so far as any of the Goods remain to be delivered there under.

Force Majeure

Not with standing anything herein contained neither the Buyer or the Seller is to be held liable for any delay or failure to carry out the Contract due wholly or in part to an act of God action by any Government whether British or foreign civil war strikes and or lock outs wheresoever’s occurring fire trade disputes floods or unfavourable weather or any material becoming unavailable (and irreplaceable whether at all or at commercially acceptable prices) through circumstances beyond the control of the Seller .

Insolvency and Breach of Contract

In the event that

the buyer shall commit any breach of the Contract and shall fail to remedy such breach (if capable of remedy) within a period of thirty days from receipt of a notice in writing from the Seller requesting such remedy; or
any distress or execution is levied upon any of the Goods or property of the Buyer; or
the Buyer offers to make any arrangements with or for the benefits of its creditors or commit any act of bankruptcy or being a limited company has a receiver appointed of the whole or any part of its undertaking property or assets; or
an order is made or a resolution is passed or analogous proceedings are taken for the winding up of the Buyer (save for the purpose of reconstruction or amalgamation without insolvency and previously approved in writing by the Seller) the Seller shall thereupon be entitled without prejudice to its other rights hereunder forthwith to suspend all further deliveries until the default has been made good or to determine the contract or any unfulfilled part thereof or at the Seller's option to make partial deliveries. Not with standing any such termination the Buyer shall pay to the Seller at the Contract rate for all the Goods delivered up to and including the date of termination.

Sub-Contracting

The Seller reserves the right to sub-contract the fulfilment of any order or any part thereof.

Partial Completion

In the case of partial completion of an order the Seller shall be entitled to reasonable payment (quantum meruit) in respect of all work done by it without prejudice to its rights should non-completion be occasioned by the Buyer.

Drawing and Copyright

Drawings sketches quotations and any other documents supplied by the Seller and the copyright therein remain the property of the Seller and must not be communicated to third parties.

Tools

All tools whether specifically made for the Buyer's order or not and whether the Buyer pays the whole or any part of the cost thereof shall be and remain the property of the Seller.
The Buyer shall indemnify the Seller against all damages penalties costs and expenses to which the Seller may become liable as a result of the use or operation of tools or materials supplied or specified by the Buyer.

Quantity Tolerances for Under / Over Deliveries

The Seller reserves the right to supply in completion of any item on an order or quantity within plus or minus ten per cent of that order and payment shall be pro-rata.

Dimensional Tolerances

Unless otherwise agreed the Goods will be supplied to the appropriate British Standard tolerances or other relevant standard specifications.
Any specification or tests which the Buyer requires shall be at the Seller's works or at such other place as shall be specified by the Seller. All fees relating to such inspection and tests (e.g. by such bodies as Lloyds Bureau Veritas, British Steel Corporation etc will be charged to the Buyer.

Packing Materials

Unless otherwise agreed in writing packing cases, battens and other packing materials when charged for will be credited by the Buyer when returned to our works, carriage paid, in good condition.

Severance

If at any time one or more of the provisions of these Conditions become invalid illegal or unforceable in any respect under any law the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

Headings

The headings do not form part of these Conditions of Sale nor shall they govern the interpretation of these Conditions.

Applicable Law

These Conditions and every Contract made pursuant thereto shall be governed by and construed in all respects in accordance with the laws of England and the English Courts shall have Jurisdiction.