INTERPRETATION
1 (1) In these conditions:
“Buyer” shall mean the person whose order for the Goods is accepted by the Seller
“Goods” means the goods which the Seller is to supply in accordance with these Conditions
“Seller” means Bradshaw Microwaves, Bradshaw Commercial, Bradshaw Appliances or
Bradshaw Microwave Service division of Plyanemca Ltd, St Davids Court,
Windmill Rd, Clevedon, North Somerset, BS21 6UP
“Conditions” means the standard terms and conditions of sale set out in this document and
(unless the context otherwise requires) includes any special terms and conditions
agreed in Writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods
“Writing” includes facsimile transmission
(2) Any reference in these Conditions to any provisions of a statute shall be construed as a
reference to that provision as amended, re-enacted or extended at the relevant time.
(3) The headings in these Conditions are for convenience only and shall not affect their interpretation.
BASIS OF SALE
2 (1) The Seller shall sell and the Buyer shall purchase the goods in accordance with any written
order of the Buyer which is accepted by the Seller, subject to these Conditions which shall
govern the Contract to the exclusion of any other terms and conditions subject to which any
such order is made or purported to be made by the Buyer.
(2) No variation of these Conditions shall be binding unless agreed in Writing between the
authorised representatives of the Buyer and the Seller.
(3) The Seller’s employees or agents are not authorised to make any representations concerning
the Goods unless confirmed by a director of the Seller in Writing. In entering into the contract
the Buyer acknowledges that it does not rely on, and waives any claims for breach of, any such
representations which are not so confirmed.
(4) Any typographical, clerical or other error omission in any sales literature, quotation, price list,
acceptance of offer, invoice or document or information issued by the Seller shall be subject to
correction without any liability on the part of the Seller.
ORDERS
3 (1) No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until
confirmed in Writing by the Seller’s authorised representative.
(2) The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order
submitted by the Buyer and for giving the Seller any necessary information relating to the goods
within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
(3) No order which has been accepted by the Seller may be cancelled by the Buyer except with the
consent in Writing with the Seller.
(4) The Seller reserves the right to make any changes in the specification of the Goods which are
required to conform with any applicable statutory or EC requirements.
PRICES
4 (1) The price for the Goods shall be the price listed in the Seller’s published price list current at the
date of acceptance of the order.
(2) The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase
the price of the Goods to reflect increase in the cost to the Seller which is due to a factor beyond
the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the costs of labour, materials or other costs
of manufacture).
TERMS OF PAYMENT
5 (1) The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after
despatch of the goods or (as the case may be) the Seller or its agent has tendered delivery of
the Goods.
(2) The Buyer shall pay the price for the Goods 30 days after date of invoice, of the Goods by the Seller,
notwithstanding that delivery of the Goods may not have taken place and that property in the Goods
has not passed to the Buyer. The time of payment of the price shall be of essence of the Contract.
(3) If the Buyer fails to make any payment on the due date then, without prejudice to any other right
or remedy available to the Seller, the Seller shall be entitled to:
(b) Cancel the Contract or suspend any further deliveries to the Buyer
(c) Appropriate any payment made by the Buyer to such of the Goods (or to goods supplied
under any other agreement between the Buyer and the Seller) as the Seller may think fit
(notwithstanding any purported appropriation by the Buyer); and
(d) Charge the Buyer interest (both before and after any judgement) on the amount unpaid at
the rate of three per cent per annum above the base rate for the time being of HSBC Bank
plc until payment in full is made.
DELIVERY
6 (1) Delivery of the Goods shall be made by the Seller or its agent delivering the Goods to such
place as the Buyer shall have notified in Writing to the Seller for that purpose.
(2) Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be
liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of
the essence of the Contract. The Goods may be delivered by the Seller in advance of the
quoted delivery date upon given reasonable notice to the Buyer.
(3) If the Seller fails to deliver the Goods for any reason other than cause beyond the Seller’s
reasonable control of the Buyer’s fault, and the Seller is notwithstanding condition 6(2) liable to the
Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the
cheapest available market) of similar goods to replace those delivered over the price of the Goods.
(4) If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery then, without prejudice to any right or remedy
available to the Seller, the Seller may:
(b) store the Goods until actual delivery and charge the Buyer for the reasonable costs
(including insurance) of storage; or
(c) sell the Goods at the best price readily obtainable and (after deducting all reasonable
storage and selling expenses) account to the Buyer for the excess over the price under
the Contract or charge the Buyer for any shortfall below the price under the Contract.
(5) The cost of delivery shall be paid by the Buyer unless otherwise agreed in writing prior to
despatch of the goods.
RISK AND PROPERTY
7 (1) Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or (if the
Buyer wrongfully fails to take delivery of the Goods) at the time when the Seller or its agent has
tendered delivery of the Goods.
(2) Notwithstanding delivery and the passing of risk in the Goods or any other provision of these
conditions the property in the Goods shall not pass to the Buyer until the Seller has received in
cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to
be sold by the Seller to the Buyer for which payment is then due.
(3) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the
Goods as the Seller’s fiduciary agent and bailee shall keep the Goods separate from those of
the Buyer and third parties and properly stored, protected and insured and identified as the
Seller’s property. Until that time the Buyer shall be entitled to re-sell or use the Goods in the
ordinary course of its business, but shall account to the Seller for the proceeds of sale or
otherwise of the Goods, whether tangible or intangible and including insurance proceeds, and
shall keep all such proceeds separate from any monies or property of the Buyer and, in the
case of tangible proceeds, property stored, protected and insured.
(4) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still
in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer
to deliver up the Goods to the Seller. And if the Buyer shall fail to do so forthwith to enter upon any
premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
(5) The Buyer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so
all money’s owing by the Buyer to the Seller shall (without prejudice to any other right or remedy
of the Seller) forthwith become due and payable.
LIABILITY
8 (1) The Seller warrants that the Goods shall be of satisfactory quality at the date of delivery.
(2) Subject as expressly provided in these Conditions and except where the Goods are sold to
person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all
warranties, conditions or other terms implied by statute or common law are excluded to the
fullest extent permitted by law.
(3) Where the Goods are sold under a consumer transaction (as defined by the Consumer
Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not
affected by these Conditions.
(4) Without prejudice to the remaining Conditions, the Seller will not be liable to the Buyer for:
(b) any damage to the Goods during carriage unless the Seller is notified in Writing of
the Buyer’s claim in respect of such damage within 3 days from the date of delivery
(c) respect of such non-delivery within 14 days from the date of the Seller’s invoice for the Goods
(d) any discrepancy in quantity or type between the Goods delivered and the particulars of
Goods given on the delivery note unless the Seller is notified in Writing of a claim by the
Buyer in respect of such discrepancy within 3 days from the date of delivery
(5) Any claim by the Buyer which is based on any defect in the quality of the Goods shall be
notified in Writing to the Seller within 3 days from the date of delivery or (where the defect or
failure was not apparent on reasonable inspection) within a reasonable time after the discovery
of the defect. If delivery of the Goods is not refused and the Buyer does not notify in Writing the
Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have
no liability for such defect and the Buyer shall be bound to pay the price for the Goods as if the
Goods had been supplied in accordance with the Contract.
(6) Where any valid claim in respect of any of the Goods which is based on any defect in the quality
or condition of the Goods is notified in writing to the Seller in accordance with these Conditions,
the Seller shall be entitled to replace the Goods free of charge or, at the Seller’s sole discretion,
refund the Buyer the price for the Goods (or a proportionate part of such price) but the Seller
shall have no further liability to the Buyer.
(7) Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not
be liable to the Buyer by reason of any representation or implied warranty, condition or any duty at
common law or under the express terms of the Contract for any consequential loss or damage
(whether for loss of profit or otherwise) costs expenses or other claims for consequential
compensation whatsoever (and whether caused by the negligence of the Seller its employees or
agents or otherwise) which arise out of or in connection with the supply of the Goods or their use of
resale by the Buyer.
(8) The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by
reason of any delay in performing or any 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 the Seller’s reasonable
control. Without prejudice to the generality of the foregoing, the following shall be regarded as
causes beyond the Seller’s reasonable control:
(b) Act of God, explosion, flood, tempest, fire or accident
(c) War or threat of war, sabotage, insurrection, civil disturbance or requisition
(d) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part
of any governmental parliamentary or local authority
(e) Import or export regulations or embargoes
(f) Strikes, lock-outs or other industrial actions or trade disputes (whether involving
employees of the Seller or of a third party);
(g) Difficulties in obtaining supplies of raw materials, goods, fuel or labour; or
(h) Power failure or breakdown in machinery.
INSOLVENCY OF BUYER
9 (1) This clause applies if:
(a) the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm)
becomes bankrupt or (being a company) becomes subject to an administration order or goes
into liquidation (otherwise for the purposes of amalgamation or reconstruction; or an
(b) encumbrancer takes possession, or a receiver is appointed, of any of the property or
assets of the Buyer; or
(c) the Buyer ceases, or threatens to cease, to carry on business; or
(d) the Seller reasonably apprehends that any of the events mentioned above is about to
occur in relation to the Buyer and notifies the Buyer accordingly.
(2) If this clause applies the without prejudice to any other right or remedy available to the Seller,
the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the
Contract without liability to the Buyer, and if the Goods have been delivered but not paid for the
price shall become immediately due and payable notwithstanding any previous agreement or
arrangements to the contrary.
GENERAL
10 (1) No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a
waiver of any subsequent breach of the same or any other provision of the Contract.
(2) If any provision of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part of the validity of the other provisions of these Conditions and
the remainder of the provision in question shall not be affected thereby.
(3) The Seller shall be entitled at any time unilaterally to vary the terms of the Contract (including
but not limited to the design description specification or packaging of Goods) provided that the
Buyer shall not be prejudiced thereby.
(4) The Contract shall be governed by the Laws of England and the Buyer and the Seller hereby
agreed to submit to the exclusive jurisdiction of the English Courts.
DATA PROTECTION ACT
11 (1) We may transfer information about you to our financiers, who:
(a) may use, analyse and assess information about you, including the nature of your
transactions and exchange such information with other members of their group of
companies and others for credit or financial assessment, market research, statistical
analysis, insurance claim underwriting and training purposes and in making payments
and servicing their agreement with us;
(b) from time to time, may make searches of your record at credit reference agencies where
your record with such agencies may include searches made and information given by
other businesses; details of their searches will be kept by such agencies but will not be
seen by other organisations that may make searches;
(c) may give information about you and your indebtedness to the following
(i) our or other insurers for underwriting and claims purposes
(ii) any guarantor or indemnifier of your or our obligations to enable them to assess such
obligations;
(iii) their bankers or any advisors acting on their behalf;
(iv) any business to whom your indebtedness or our arrangements with our financiers
may be transferred – to facilitate such a transfer; may monitor rand/or record any
phone calls you may have with us, for training and/or security purposes;
(e) in the event that they transfer all or any of their rights and obligations under their
agreement with us to a third party, may (f) transfer information about you to enable the
third party to enforce their rights or comply with the obligations.
(2) We will provide you with the details of our financiers on request, including a contact telephone
number if you want to have details of the credit reference agencies and other third parties
referred to above from whom they obtain and to whom they may give information about you.
You also have a right to receive a copy of certain information they hold about you if you apply in
writing. However, a fee will be payable.