TERMS AND CONDITIONS

1.	Definitions Account Customers: the customers who have an account with the Seller Buyer: the person who buys or agrees to buy the goods or services from the Seller. Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller pursuant to an order Goods/Services: the articles, products or services which the Buyer agrees to buy from the Seller. Non Account Customers: the customers who do not have an Account with the Seller. Price: the price for the Goods, excluding VAT and any carriage, packaging and insurance costs. Seller: Breckland Architectural Joinery Company Limited (BAJCO). Highbury Road, Brandon Suffolk, IP27 0ND.
2.	Conditions
2.1	These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2	All orders for Goods or Services shall be deemed to be an offer by the Buyer to purchase Goods or Services from the Seller pursuant to these Conditions. Orders accepted by the Seller cannot be cancelled under any circumstances unless agreed in writing by the Seller. Cancellation of goods ordered or manufactured to the Buyer’s specific requirements will be chargeable to the Buyer. Materials and items not worked upon that are considered by the Seller as common and frequently used materials or items will subject to a re-stocking fee of 20% of the full order price in the event of a cancellation being agreed.
2.3	Acceptance of delivery of the Goods and/or Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4	These Conditions may not be varied except by the written agreement of a director of the Seller.
2.5	These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3.	Specification of Goods and or Services
3.1	The specification of Goods and or Services will be those as interpreted by the Seller from information supplied by the Buyer in the form of documentation or site visits.
3.2	The Buyer shall be responsible for reviewing the Seller’s interpretation of the specifications provided by the Buyer of his requirements, and for agreeing or amending any such specifications, in writing, within five working days of receiving the Seller’s communication of the Buyer’s requirements.
3.3	The Seller shall not accept any consequences resulting for the incorrect specifications if the Buyer does not conform to this requirement to confirm or amend the Seller’s interpretation of the Buyers specification in writing.
3.4	The Buyer guarantees that any information and specifications supplied to the Seller will be accurate and that if they are not, and the result is an increase in costs to the Seller then the Buyer will be responsible for those costs.
3.5	The Seller does not warrant conditions or terms relating to fitness for purpose.
3.6	Failure of Buyers to respond the Seller’s reasonable requests for information can results in delays. If the Seller is frustrated, after a reasonable time, in the execution of a contract, through no fault of his own, the Seller reserves the right to amend the Price and if necessary cease to perform any outstanding obligations under the contract without forfeiting the Sellers right to payment of the Price.
3.7	If the contract is cancelled the Seller is entitled to claim all reasonable costs arising including but not limiting; overheads and profit for work carried out on behalf of the Buyer.
3.8	It is the Buyer’s responsibility to ensure that any goods supplied conform to Building/Planning Regulations and that permissions are in place from local authorities.
3.9	Where the Buyer has provided materials to the Seller to enable the Seller to perform the agreement, the Buyer warrants that such materials are: fit for purposed, are the property of the Buyer free from any incumbrances and the Buyer agrees to indemnify the Seller against any liability or losses that the Seller may suffer as a breach of this warranty.
4.	Price
4.1	The Price shall be the amount or the price quoted on the Seller’s confirmation order and subject to all further revisions or amendments.
4.2	The Price is exclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice.
4.3	Any deposit paid by the Buyer will be set against the Price.
4.4	Quotations are valid for thirty days from the date of issue and thereafter fresh quotations should be requested.
4.5	If during the course of this agreement, there is an increase in material or labour costs which is beyond the Seller’s control, then such an increase shall be passed on to you.
5.	Payment and Interest
5.1	Payment of the Price and VAT shall be due within 30 days of the date of the Seller’s invoice for Account Customers or the conditions detailed in quotations for Non-account Customers.
5.2	Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 5% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
5.3	If the Buyer fails to make any payment on the due date then without prejudice to any right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries to the Buyer or any work being done for the Buyer.
5.4	The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5.5	If the Buyer fails to make payment on the due date the Buyer shall be responsible for all legal and other costs (including commission) incurred by the Seller in recovering or attempting to recover any sums due to the Seller and in enforcing any other rights of the Seller arising under these conditions.
5.6	The Seller reserves the right to charge an administration charge of £50.00 plus VAT if the Price is not paid when due.
6.	Goods and Services
6.1	The quantity and description of Goods or Services shall be as set out in the Seller’s confirmation of order. The Seller reserves the right to make any changes in specification of Goods or Services provided that such alterations shall not materially affect their quality or performance. The Seller may sub-contract part or the whole of any work agreed to be done.
7.	Warranties
7.1	Subject to the Conditions set out below the Seller warrants that the Goods will correspond to the description as set out in the Seller’s confirmation of order and will be free from defect for a period of two months from the date of delivery of installation or three months from delivery whichever is first to expire.
7.2	The Goods/Services are supplied without any warranty condition or guarantee express or implied that they are suitable for use under any special condition or for any particular purpose. The above warranty is given subject to the following conditions
7.3.1	The Seller shall be under no liability in respect of any defect in the Goods arising from inaccurate or inadequate information supplied by the Buyer.
7.3.2	The Seller is under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow instructions (oral or in writing), misuse or alteration or repair of the Goods without the Seller’s written prior approval
7.3.3	The warranty does not extend to parts, tools or equipment not manufactured by the Seller.
7.3.4	The Seller is under no liability under any warranty at all if the Price has not been paid by the due date for payment Subject as expressly provided in the Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
7.5	Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the description shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where such defect or failure is not apparent on reasonable inspection) within a reasonable time of discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for any such defect or failure
7.6	Where any valid claim as above is notified to the Seller in accordance with the Conditions the Seller will be entitled to replace the Goods (or the part in question) free of charge or (at its sole discretion) refund to the Buyer the Price (or a proportionate part of the Price) but the Seller shall have no further liability to the Buyer
7.7	Save in respect of death or personal injury directly caused by the Seller’s negligence the Seller shall not be liable to the Buyer for any loss or damage (whether loss of profit or otherwise) and whether direct or indirect, special or consequential or any other costs or expenses arising out of or in connection with the supply of the Goods/Services or their use or re-sale by the Buyer
7.8	The entire liability of the Seller under this contract shall not exceed the Price.
7.9	The Seller shall not be liable to the Buyer or to be deemed to be in breach of the contract by reason of any delay in performing or failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond reasonable control. Such causes (without limitation) include: act of God, explosion, flood, tempest, fire or accident
7.9.2	war, threat of war, sabotage, insurrection, civil disturbances or requisition
7.9.3	acts, restrictions, regulations, by law, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority
7.9.4	import or export regulations or embargos
7.9.5	strikes, lock outs or other industrial action or trade disputes
7.9.6	difficulties in obtaining raw materials, labour, fuel, parts, machinery
7.9.7	power failure or break down in machinery
7.10	No warranty on the part of the Seller, whether express or implied, will apply if the damage or defect has been caused to the Goods by the Buyer. In particular the Seller accepts no liability whatsoever where the Goods are, or become defective as a result of:
7.10.1	any failure to follow any servicing schedule recommended by the Seller
7.10.2	your failure to maintain the goods
7.10.3	any incorrect operation, or misuse of the Goods.
7.11	The Seller accepts no liability to the Buyer for any defect in the Goods, or if the Seller does not perform the Services in the quotation, if this is as a result of inaccurate or inadequate information supplied by the Buyer.
7.12	If the Buyer is purchasing the Goods/Services as part of a business transaction, then save in respect of death or personal injury caused by the negligence of the Seller, the Seller is not liable to you for any indirect, special or consequential loss or damage (whether loss of profit or otherwise) or for any other costs, liability or expenses arising out of or in connection with the provision of the Service.
8.	Intellectual Property
8.1	The copyright design and all other intellectual property in any Goods shall belong to the Seller and shall not be transferred or assigned to the Buyer who shall not be entitled to copy or replicate the Goods in any way
8.2	Where the Seller has manufactured the Goods to the Buyer’s Specification or using the Buyer’s information the Buyer will indemnify the Seller against all loss, damage, costs and expenses incurred by the Seller in connection with any claim that such Specification or Information infringes any third parties rights
9.	Liability
9.1	The Sellers liability for damage or defective Goods or Services, will be limited to the cost of repair / replacement at the Sellers discretion. No liability can be accepted for any consequential or other losses.
8.2	If as part of the contract the Seller (or its agent’s employees or sub contractors) are on the Buyers site, the Seller agrees to indemnify the Buyer against any direct damage or injury if it has been directly caused by the Seller’s negligence
9.3	This indemnity will extend to making good damaged property or compensating personal injury subject to the limitation that the total liability for damage to property is of £1,000,000.00 or the Price whichever is greater This indemnity does not extend to any loss of profits or other consequential loss
10.	Export Terms
10.1	These terms apply where the Goods are supplied for export from the United Kingdom unless the contract concerned is subject to any special terms agreed in writing between the Seller and the Buyer The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them
10.3	Unless otherwise previously agreed between the Seller and the Buyer the goods shall be delivered ex-works/the goods shall be delivered FOB the air or sea port of shipment and the seller shall be under no obligation to give notice under Section 32.3 of the Sale of Goods Act 1979 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller premises before shipment and the Seller shall have no liability for any claim in respect of any defect in the Goods which will be apparent on inspection and which is made after shipment or in respect of any damage during transit
11.	Installation
11.1	These terms apply when the contract between the Seller and the Buyer includes the installation of the Goods in addition to and not in substitution for the remaining terms set out in this document The Price shall include the cost of carriage insurance and labour as specified in the quotation
11.3	The Buyer shall ensure that the site for installation shall be prepared in accordance with the Sellers requirements. The Buyer shall also ensure that all electricity and other supplies are available at that time. The Buyer shall indemnify the Seller against any increased costs caused as a result of the Buyer’s failure to comply with these obligations
11.4	The Buyer shall be responsible for ensuring a safe working environment for the Seller and its operatives and shall fully indemnify the Seller against any loss or liability (or threatened liability) resulting out of the Buyers failure to observe this obligation
11.5	If any amendments to the Specification or the installation process are required as a result of the Buyers failure to supply sufficient Information then the Seller shall be entitled to increase the Price accordingly
11.6	The Seller will test the Goods once they have been installed and will correct any defects thereby revealed. If such defects are as a result of the Buyer failing to observe all instructions given to it by the Seller then the Buyer shall be responsible for the cost of such rectification Risk in the Goods shall pass to the Buyer on satisfactory completion of the test referred to in clause 13.6
12.	Delivery of the Goods
12.1	Delivery of the Goods shall be made to an address furnished by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
12.2	The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
12.3	The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
12.4	If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
13.	Acceptance of the Goods and Services
13.1	The Buyer shall be deemed to have accepted the Goods or Services 48 hours after delivery to the Buyer.
13.2	The Buyer shall carry out a thorough inspection of the Goods or Service within 48 hours of delivery. The Buyer shall report by separate cover any concerns relating to defects, quantities, specifications or workmanship within three working days clearly detailing the nature of non-compliance which a reasonable examination would have revealed.
13.3	Where the Buyer has accepted, or has been deemed to have accepted the Goods or Service the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
13.4	The Buyer must store, install, maintain and generally care for goods in accordance to normal standards and practices and Bajco’s Product Care requirements (see below), failure to do so will invalidate guarantees.
14.	Title and Risk
14.1	Risk shall pass on delivery of the Goods or Services to the Buyer’s nominated address.
14.2	Notwithstanding the earlier passing of risk, title in the Goods or Service shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them including interest and costs has been paid in full.
14.3	Until title passes the Buyer shall hold the Goods or assets of a Service as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
14.4	The Seller may at any time before title passes and without any liability to the Buyer:
14.4.1	repossess and dismantle and use or sell all or any of the Goods or assets of Service and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
14.4.2	for that purpose (or determining what if any Goods or assets of a Service are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
14.5	The Seller may maintain an action for the price of any Goods or Services notwithstanding that title in them has not passed to the Buyer.
15.	Carriage of Goods
15.1	Carriage will normally be included, unless otherwise specified, in our original quotations or subsequent amendments and be regarded as part of the Sellers price as detailed under the definitions above.
16.	Insolvency of the Buyer This clause applies if: The Buyer makes any voluntary agreement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an Administration Order or go into liquidation, or; An encumbrances takes possession or a receiver is appointed of any of the Buyer’s property or assets; or The Buyer ceases or threaten to cease to carry on business; or The Seller reasonably apprehends that any of those events are about to occur and notify you accordingly. In these circumstances and without prejudice to any other remedies available to the Seller; The Seller will be entitled to cancel the contract and suspend any further deliveries without any liability to the Buyer and if the Goods have already been delivered but not paid for; the Price is immediately due and payable notwithstanding any previous agreement to the contrary. If the Goods have already been delivered and the Seller no longer has ownership in them, then the Seller asserts a lien over such goods and shall require you to immediately deliver them to the Seller upon request and for this purpose you hereby irrevocably authorise us to enter your premises or any other premises where the Goods are being stored for the purpose of delivering them to the Seller. The Goods will be then retained by the Seller until full payment of the Price.
17.	Contract Rights of Third Parties
17.1	None of the terms of this agreement shall be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person who is not a party to it.
18.	Jurisdiction These Conditions are governed by and shall be construed in accordance with the Laws of England and Wales and the Courts of England and Wales shall have the exclusive jurisdiction to hear and determine any action or proceedings to settle any disputes, which may arise out of or in connection with them.
19.	Severance
19.1	If any provision of this agreement is invalid for any reason its invalidity will not affect the remainder of this agreement which will remain valid and enforceable in all respects.