Conditions of Sale

1. Definition and Contract

  1. In these Conditions of Sale 'BPW' means BPW Limited; 'the Customer' means the company, individual or other entity purchasing the Goods hereunder and 'the Goods' means any goods or other items sold by BPW to the Customer, 'the Order' means the order form or other document which incorporates these Conditions of Sale
  2. All sales of Goods by BPW are subject to these Conditions of Sale save as varied by written document signed by a director of BPW. Howsoever the same may be qualified the placing of an order with BPW shall be deemed acceptance of these Conditions. Unless otherwise stated thereon any offer or tender by BPW shall be open for acceptance for thirty days from the date thereof unless previously withdrawn.

2. Delivery

Dates of delivery are estimated dates only. BPW shall endeavour to comply with such estimated delivery dates, but the Customer shall not be entitled to cancel an order on the basis of failure to meet such delivery dates. BPW shall be entitled to make delivery of part only of any Goods ordered and to receive payment therefor.

3. Price

The following terms shall (unless otherwise agreed in writing) apply to any prices agreed for Goods supplied hereunder:

  1. prices do not include value added tax or other taxes or duties.
  2. any additional cost to BPW of performing the contract arising out of the making, passing or amendment of any law order regulation byelaw or similar matter coming into effect after the date of the tender or offer shall be invoiced by BPW to the Customer and payable as an addition to the agreed price (and the Customer shall not be entitled to cancel or otherwise terminate the contract on account thereof).
  3. prices are ex-works and do not include delivery save where the Order otherwise provides.
  4. BPW shall be entitled to invoice and be paid in addition to the contract price a sum in respect of any variation in the order or the specifications requested by the Customer after the date of the Order.
  5. the Customer shall pay to BPW sums in respect of storage insurance or demurrage by reason of failure of the Customer to give instructions or make payment for Goods and in any such case storage shall be undertaken by BPW at the sole risk of the Customer and BPW shall be entitled but not obliged to insure the Goods.


4. Terms of Payment

  1. Unless otherwise agreed in writing by BPW payment in full (and without deduction for any reason whatsoever) shall be made in sterling at BPW's offices on notification to the Customer that Goods sold hereunder are ready for delivery.
  2. Any sum overdue for payment from the Customer to BPW (whether under this agreement or otherwise) shall bear interest at the rate of 5% over the current base rate of Barclays Bank Plc from time to time for the period during which the sum remains unpaid (whether before or after judgement in a court of law).

5. Title and Risk

  1. Risk in the Goods sold hereunder shall pass to the Customer on delivery save that if the Customer wrongly refuses or delays in taking or accepting delivery then risk shall pass to the Customer on the date upon which delivery should reasonably have taken place.
  2. Title to the Goods shall remain with BPW and shall not pass to the Customer until payment has been made in full (in cash or cleared funds) of the price of the Goods and all other sums due at that time from the Customer to BPW (whether under this agreement or otherwise). Until the Customer has acquired title to the Goods the Customer shall be in possession of the Goods as bailee and fiduciary agent for BPW and shall store, protect, and insure the Goods and identify the same as the property of BPW and keep them separate from all other goods of the Customer or any third party.
  3. Until the Customer has obtained title to the Goods the Customer shall not (save as hereinafter provided) use, sell, lease, charge or transfer the Goods (or any part thereof) to any third party nor grant any third party any interest whatsoever in the Goods. The Customer shall be entitled (subject to sub- clause 5.4) to use or sell the Goods in the normal course of the Customer's business. Until title in the Goods has passed to the Customer BPW may at any time demand delivery up of the Goods and shall be entitled to enter any premises of the Customer or any third party to repossess the Goods and to disconnect or dismantle any motor vehicle, plant or other item of machinery in order to remove the goods intact therefrom.
  4. If the Customer shall sell or otherwise deal with the Goods, then the full amount of any proceeds thereof (or the right to recover the full amount of any proceeds thereof) and the proceeds of any insurance claim in respect of the Goods shall be held by the Customer as trustee for BPW. The Customer shall pay any such proceeds into a separate bank account designated for the purpose.
  5. Any of the Customer's property which is delivered to BPW shall be at the risk of the Customer as regards accidental damage occurring to such property whilst in the possession of BPW.

6. Warranty and Performace

  1. If and only if the Customer has made payment in full to BPW therefor, BPW warrants the Goods sold hereunder (save for goods manufactured to the Customer's specification or otherwise than to the specification of BPW or the manufacturers of such goods) to be free from defects caused by faulty design or materials or poor workmanship where such defect becomes apparent within a period of one year from delivery thereof PROVIDED
    1. that the Customer gives written notice to BPW immediately any defect becomes apparent with full details thereof, and
    2. that examination of the items by BPW shall disclose to its satisfaction that such defects exist and were caused by faulty design or materials or poor workmanship, and
    3. that the liability of BPW hereunder shall be limited to the replacement of the defective Goods and re-delivery (free of charge) thereof to the Customer; and
    4. that this warranty is contingent on proper use of the Goods in the application intended and does not apply to any item which has been modified, subjected to unusual process or physical stress or which has had the original identification marks removed or altered; and
    5. that the Customer shall pay BPW the cost of any test and transport of items in respect of which BPW does not admit liability hereunder.
  2. BPW shall not be liable for failure of the Goods sold hereunder to meet any specification or any British or other standard unless BPW shall have previously expressly guaranteed attainment of the same in writing.
  3. Any advice or recommendation made by BPW or its employees or agents as to the storage, use or application for the Goods shall not be binding upon BPW unless confirmed in writing signed by a director of BPW or contained in the official technical data published by BPW.
  4. The Customer should rely upon manufacturers' instructions for all instructions and advice. The Customer must satisfy itself that the Goods hereby sold are suitable for the purpose and application for which they are purchased and BPW gives no warranty that the Goods are suitable for any particular purpose or application or that they meet any other specification or requirement.
  5. BPW reserves the right to deliver Goods of a different specification to that ordered if the differences in the specification do not adversely affect the quality of the Goods to any significant degree.
  6. Subject as expressly provided in these Conditions of Sale all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7. Default

If the customer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against the Customer or, if the Customer being a limited company, any resolution or petition to wind-up the Customer (other than for the purpose of reconstruction or amalgamation) or for an administration order in respect of the Customer shall be passed or presented or if a receiver of the property undertaking or assets (or any part thereof) of the Customer shall be appointed, or if the Customer shall commit any breach of its obligations hereunder, then, and in any such case BPW may forthwith (and without prejudice to any other right or remedy of BPW).

  1. suspend or determine this agreement or any unfulfilled part thereof; and
  2. stop any Goods in transit; and
  3. recover any Goods from the Customer title to which has not passed to the Customer

8. Liability and Indemnity

  1. BPW shall not be liable for any loss of profits, loss of contracts, waste of staff time or consequential loss of any sort whatsoever and howsoever caused (including loss caused by the negligence of BPW).
  2. BPW shall not be liable for damages for delay in delivery of Goods sold hereunder unless a written indication as to the estimated delivery date was provided by BPW to the Customer at the time of the Order and delay in delivery is caused wholly by the negligence of BPW and continues for 28 days after written notice given by the Customer to BPW, such notice to be given at any time after the estimated delivery date.
  3. BPW's total liability in respect of any defective Goods supplied hereunder or in respect of any other obligation of BPW hereunder shall be limited to the value of the defective Goods (such as to be deemed to be the sale price of the items from BPW to the Customer) in the case of any claim being accepted by BPW which claim is based upon the quality, condition or specification of the Goods BPW may at its option replace the defective Goods in full and final satisfaction of such claim.
  4. BPW shall not be liable for any defect or short delivery of the Goods unless the Customer shall have given to BPW written notice of such defect or short delivery within 7 days of the date of delivery of such goods (time being of the essence for the purposes of this sub-clause). In the case of short delivery or defects constituting damage in transit this must be indicated on the delivery note.
  5. BPW shall not be responsible for non-performance in whole or in part of its obligations nor under any liability to the Customer if such non-performance or liability is due to any cause beyond the control of BPW including, without limitation, act of God, war, insurrection, riot, civil commotion, government regulation, embargo, explosion, strike, labour dispute, illness, flood, fire, tempest, power loss, mechanical breakdown of manufacturing plant, machinery or equipment or failure of subcontractors or manufacturers to honour their obligations to BPW.
  6. The Customer shall indemnify and keep indemnified BPW against any claim made by any third party against BPW arising out of or related to the Goods or the other obligations of BPW hereunder including (but not limited to) any claim under Part 1 of the Customer Protection Act 1989.
  7. Each foregoing sub-clause of this clause shall constitute a separate and severable agreement. The provisions of this clause shall continue in effect notwithstanding the termination, completion or any other matter which might otherwise cause the agreement to become ineffective.
  8. The provisions of this clause shall operate to protect every servant, agent, and subcontractor of BPW and BPW shall be deemed to be trustee for itself and such servants, agents, and subcontractors so as to make them parties to this agreement for the purposes of this clause only.

9. Miscellaneous

  1. All pre-contract representations including (but not limited to) catalogues and advertising material (unless specifically incorporated into the agreement by the Order) made by or on behalf of BPW are hereby excluded from the contract and the Customer warrants that no reliance has been placed upon them in entering into this agreement.
  2. No binding order may be cancelled by the Customer without the consent in writing of BPW. If BPW shall consent to such cancellation or if the contract shall otherwise be terminated (except solely, as a result of breach by BPW) then the Customer shall pay to BPW its losses (including loss of profit, loss of staff time and all charges and expenses incurred by BPW).
  3. Where the Customer consists of more than one person or company then their liability hereunder shall be joint and several. In construing these Conditions of Sale, the clause headings shall be ignored.

10. Law

This agreement shall be construed according to the Law of England and Wales and any disputes in connection herewith shall be tried in the Courts of England and Wales.