Terms and Conditions - Sale of Goods

These terms and conditions apply to all sales of goods by Bradshaw Taylor Limited, 16 Mill Street, Oakham, Rutland LE15 6EA (registered number 00301933) in respect of sales in the UK and Republic of Ireland) and Bradshaw Taylor B.V. [address and registration details to be inserted] (in respect of sales in Europe) (We or Us, and Our shall be construed accordingly).

Your attention is drawn in particular to the provisions of clause 6.

1. Basis of contract
   1. These Conditions apply to the Contract to the exclusion of any other terms (whether verbal or written) that You seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
   2. Any Order We accept by telephone, fax or email and any Contract following such an Order shall incorporate these Conditions.
   3. The Order constitutes Your offer to buy the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
   4. Your Order shall only be accepted by Us when We issue a written acceptance of Your Order, at which point the Contract shall come into existence. Our acceptance may be given by Us subject to conditions or availability.
   5. You waive any right You might otherwise have to rely on any term endorsed upon, delivered with or contained in any of Your documents that is inconsistent with these Conditions.
   6. Any samples, drawings, photographs or advertising produced by Us and any illustrations contained in Our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. Goods are subject to alteration from the specification of the samples. They shall not form part of the Contract nor have any contractual force.
   7. We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirement, and We shall tell You in any such event.
   8. Any quotation we may give for the Goods shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue or the seasonal deadline relevant to that quotation and does not guarantee availability of all or any of the Goods which are covered by the quotation.
2. Delivery
   1. Each delivery of the Goods shall be accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).
   2. We shall deliver the Goods to the Delivery Location and subject to such Incoterms as may be specified on the invoice for the relevant Goods. Unless we agree other arrangements in writing, Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
   3. Any dates quoted for delivery are approximate only, and, while We will use reasonable endeavours to meet any dates quoted, the time of delivery is not of the essence.
   4. If We do not deliver the Goods, Our liability shall be limited to the costs and expenses you incur in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall not be liable for any delay in delivery of the Goods save that We will take back any Goods delivered late if You so request in writing within 7 days of delivery.
   5. We may, where we consider it reasonable to do so, deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.
3. Quality
   1. We warrant that on delivery the Goods shall:
      1. conform with their description and any applicable Specification; and
      2. be free from material defects in design, material and workmanship.
   2. Subject to clause 3.3, if:
      1. You give notice in writing to Us within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 3.1;
      2. We are given a reasonable opportunity of examining such Goods; and
      3. You (if we ask You to do so) return such Goods to Our place of business at Our cost,

We shall, at Our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

1. We shall not be liable for the Goods' failure to comply with the warranty set out in clause 3.1 if:
   1. You make any further use of such Goods after giving notice in accordance with clause 3.2;
   2. the defect arises because You did not follow Our instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same;
   3. You alter or repair such Goods without Our written consent;
   4. the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
   5. the Goods differ from their description and any applicable Specification because of changes made to ensure they comply with applicable statutory or regulatory requirements.
2. Except as provided in this clause 3, We shall have no liability to You in respect of the Goods' failure to comply with the warranty set out in clause 3.1.
3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4. These Conditions shall apply to any repaired or replacement Goods We supply.

4. Title and risk
   1. Unless otherwise specified in any Incoterms specified on the invoice for the relevant Goods, the risk in the Goods shall pass to You on completion of delivery at the Delivery Location.
   2. Title to the Goods shall not pass You until the earlier of:
      1. You make payment in full (in cash or cleared funds) for the Goods and any other goods that We have supplied to You in respect of which payment has become due; and
      2. You resell the Goods, in which case title to the Goods shall pass to You at the time specified in clause 4.4.
   3. Until title to the Goods passes to You, You shall:
      1. store the Goods separately from all other goods held by You so that they remain readily identifiable as Our property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
      4. notify Us immediately if You become subject to any of the events listed in clause 7.1.2 to clause 7.1.5.
   4. Subject to clause 4.5, You may resell to consumers in the ordinary course of Your business (but not otherwise) before You pay Us in full for the Goods. However, if You resell the Goods before that time:
      1. You do so as principal and not as Our agent; and
      2. title to the Goods shall pass to You immediately before the time at which resale by You occurs.
   5. At any time before title to the Goods passes to You, We may:
      1. by notice in writing, terminate Your right under clause 4.4 to resell the Goods or use them in the ordinary course of its business; and
      2. require You to deliver up all Goods in Your possession that have not been resold and if You do not do so promptly, enter any of Your premises or of any third party where the Goods are stored to recover them.
5. Price and payment
   1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Our published price list in force as at the date of delivery.
   2. We may, by giving notice to You at any time up to 30 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      1. any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by You to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
      3. any delay caused by any instructions You give or you do not give Us adequate or accurate information or instructions.
   3. The price of the Goods:
      1. excludes amounts in respect of value added tax (VAT), which You are liable to pay at the prevailing rate, subject to the receipt of a valid VAT invoice from Us;
      2. unless otherwise provided by any applicable Incoterms as specified on our invoice, excludes the costs and charges of packaging and insurance of the Goods, which We shall invoice to You; and
      3. unless otherwise provided by any applicable Incoterms and subject to our seasonal price list applicable from time to time and any minimum order value or carriage paid order value we specify, includes the cost of delivery to the Delivery Location.
   4. We may invoice You for the Goods on or at any time after the Goods (or any instalment of the Goods) have been despatched.
   5. You shall pay each invoice We send within 30 days of the date of the invoice (unless We agree in writing a different payment term). Payment must be made in full and in cleared funds to the bank account we nominate. Time for payment shall be of the essence of the Contract.
   6. If You fail to make a payment due to Us under the Contract by the due date, then, without limiting Our remedies under clause 7, You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 2% per month above the Bank of England's base rate from time to time, but at 2% per month for any period when that base rate is below 0%.
   7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). We may, without affecting any other right or remedy we may have, deduct any outstanding amounts from any monies We may owe You on any account whatsoever.
6. LIMITATION OF LIABILITY
   1. Nothing in in the Contract limits any liability which cannot legally be limited, including liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (iv) defective products under the Consumer Protection Act 1987.
   2. Subject to clause 6.1, Our total liability to You in respect of or arising out of any breach by Us of any Contract or by reason of any other cause of action which arises out of the nature, condition of or delivery of the Goods to You shall not exceed the price (excluding VAT) of the Goods set out in that Order.
   3. Any claim against Us must be made in writing to Us within 3 months or, where Goods are delivered outside the UK, 6 months of delivery of the Goods.
   4. References to liability in this clause 6 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   5. Subject to clause 6.1, the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.
   6. You agree that the limitations and exclusions of Our liability as set out above are fair and reasonable in all the circumstances.
7. Termination
   1. Without limiting Our other rights or remedies, We may terminate this Contract with immediate effect by giving You written notice if:
      1. You commit a material breach of any term of the Contract and (if such a breach is remediable) do not remedy that breach within five days of Us requiring You to do so;
      2. You take any step or action in connection with Your entering administration, provisional liquidation or any composition or arrangement with Your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      3. being an individual, you die or have a receiving order made against You or become bankrupt or enter into a trust deed or voluntary arrangement with Your creditors;
      4. You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business;
      5. Your financial position deteriorates and, as a result, We reasonably believe that You will be unlikely to be able to comply with your obligations under the Contract;
      6. We are unable to perform our obligations under the Contract because of any failure (for any reason) of any of Our Suppliers to deliver the Goods the subject of the Contract.
   2. Without limiting Our other rights or remedies, We may:
      1. suspend provision of the Goods under the Contract or any other contract between You and Us if You become subject to any of the events listed in clause 7.1.2 to clause 7.1.5, or We reasonably believe that You are about to become subject to any of them, or if You fail to pay any amount due under this Contract or any other contract with Us on the due date for payment; or
      2. terminate the Contract with immediate effect by giving You written notice if You do not pay any amount due under the Contract on the due date for payment.
   3. On termination of the Contract for any reason You shall immediately pay Us all of Our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt.
   4. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
   5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
   6. If You are subject to a change of ownership or control (whether by acquisition, purchase of a controlling shareholding, merger or otherwise) and we, in our sole discretion, consider that such change has or may alter Your quality or image in the mind of the public and which would be detrimental to the premium reputation and image of the Goods, we may elect to refuse to deliver the Goods and terminate the Contract. If we do so then our sole liability to you will be to refund to you any monies paid by you for the Goods we have not delivered.
8. Force majeure

Neither You nor Us shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of our obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 20 days’ written notice to the affected party.

9. General
   1. Trademarks etc. You shall ensure that no trademark or logo used in connection with any Goods or their packaging is added to, obscured, removed, defaced or altered or otherwise interfered with in any way. You may use any trademarks or logos applied to any of the Goods and/or their packaging in advertising material intended for use in retail outlets or in Your catalogues for the purpose of promoting the retail sale of the Goods provided You obtain Our consent to the advertising material and/or catalogues before they are published. You may not use Our trademarks or logos for any other purpose.
   2. Assignment and other dealings. We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of Our rights or obligations under the Contract. You may not assign any or all of Your rights or obligations under the Contract without Our prior written consent.
   3. Entire agreement. The Contract constitutes the entire agreement between You and Us.
   4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by You and Us.
   5. Waiver.
      1. Except as set out in clause 1.5, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
      2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
   6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
   7. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case.
      2. Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; or (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the two Business Day after posting.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action.
   8. Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
   9. Governing law. The Contract shall be governed by and construed in accordance with the law of England and Wales and You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Interpretation
   10. Definitions. In these Conditions the following words and expressions shall have the following meanings:

Business Day	a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
	these terms and conditions as varied from time to time in accordance with clause 10.3.
	the contract between Us and You for the sale and purchase of the Goods in accordance with these Conditions.
	the person (whether a natural person, corporate or unincorporated body (whether or not having separate legal personality)) who purchases Goods from Us and Your shall be construed accordingly.
Delivery Location	the location set out in the Order or such other location as We and You may agree in writing.
Force Majeure Event	an event, circumstance or cause beyond our or your reasonable control including pandemic or epidemic, war, strike, lock-out, trade dispute, act of God, flood or government directive or order.
	the goods (or any part of them) set out in the Order.
	Your order for Goods, as submitted in a purchase order in a form acceptable to Us or placed through our B2B portal or Your written acceptance of Our quotation as the case may be.
	the specification of any samples of Goods provided to You and/or the specification of Goods set out in Our catalogues and marketing materials.

1. Interpretation
   1. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
   2. A reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be treated as a reference to any analogous term in that other jurisdiction.
   3. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
   4. A reference to writing or written excludes fax but not email.