• General

1. “Company” means Blue Bone Imports Ltd. (No 058555); “Conditions” means these terms and conditions of sale and “Condition” shall be construed accordingly; “Contract” means the contract between the Company and the Customer for the sale and purchase of the Products; “Customer” means the person, firm or company by whom the Products are purchased; and “Products” means the Products to be supplied to the Customer pursuant to a Contract to which the Conditions apply.
2. Every sale by the Company to the Customer shall be subject to these Conditions to the exclusion of any other terms or conditions set out on or referred to in any order, letter, contract or other communication sent by the Customer to the Company and the provisions of these Conditions shall prevail unless expressly varied in writing by the Company.
3. The Company reserves the right to correct any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by the Company without any liability on the part of the Company.
4. No forbearance delay or indulgence by either party in enforcing the provisions of these Conditions shall prejudice or restrict the rights of that party, nor shall any waiver of its rights operate as a waiver of any subsequent breach, and no right, power or remedy herein conferred upon or reserved for either party, is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
5. If in any particular case any of these Conditions shall be or be held to be invalid or shall not apply to the Contract the other Conditions shall continue in full force and effect.

 

• Orders

1. The Company’s quotations do not constitute an offer. Orders placed with the Company shall not be binding on the Company or deemed accepted by it unless and until a written acceptance of such order is issued to the Customer by the Company.
2. Each order or acceptance of a quotation for Products by the Customer shall be deemed to be an offer by the Customer to purchase Products subject to these Conditions.
3. An order for Products may not be cancelled by the Customer except with the written agreement of the Company (in its absolute discretion) and the payment by the Customer to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.
4. If Products are ordered and/or purchased via the Company’s portal/website, the Customer will be deemed to have read, understood and accepted the website’s terms of use, terms and conditions of sale, privacy policy and any other legal notices posted on the portal/website relating to the Customer’s use of the site, all of which are deemed to be incorporated into these terms and conditions.

 

• Delivery

1. Unless otherwise agreed by the Company in writing, delivery of the Products shall take place at the Customer’s business premises as stated on the order. (“Place of Delivery”). Delivery to a residential addresses is only permitted with the written agreement of the Company(in its absolute discretion)
2. Place of delivery must have good road access to facilitate the manoeuvre of all vehicles up to and including 40’ high cube containers. The drivers are unaccompanied and may require assistance with unloading.
3. All times, dates or periods given for delivery of the Products are given as an approximate guide. The Company shall not be liable for any delay in delivery of the Products, howsoever caused.  Time of delivery shall not be of the essence of the Contract.
4. In the event that the Customer fails to unload the goods within 1 hour of their arrival at the Place of Delivery the Customer will be liable for payment to the Company (in its absolute discretion) of such amount as may be necessary to indemnify the Company against all resultant loss.
5. If for any reason the Customer fails to accept delivery of any of the Products when they are ready or have been scheduled for delivery or the Company is unable to deliver Products on time because the Customer has not provided appropriate instructions or authorisations, then the Company may thereafter store the Products for the Customer’s account and the cost of this or failed delivery shall be a debt due from the Customer to the Company on demand but nothing in this Condition shall limit any other right of the Company against the Customer or modify the obligations of the Customer as regards payment for the Product.

 

• Force Majeure

1. The Company shall be released from its obligations hereunder to the extent that the performance of those obligations is delayed, hindered or prevented by any circumstances beyond its control (including, but not limited to, industrial action, pandemic, war, act of God, accident, fire, explosion, storm, flood, failure of any of the Company’s usual sources of supply of Products or materials, quotas or licence restrictions, shortage of or delay in obtaining fuel or power, breakdown of plant and machinery).
2. If, as a result of the performance of the Contract being wholly or partially suspended pursuant to sub-Condition 4.1, the Company fail to make a delivery of Products within 2 months of the estimated delivery date, either party may cancel the Contract by notice in writing to the other without prejudice to any rights which have accrued before such cancellation.

 

• Price and Payment

1. The prices of the Products shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s price list on the date of the Contract. All prices quoted are exclusive of value added tax and any additional charges for inland carriage, international carriage, customs and import levies or any similar duties or levies that may from time to time be required.
2. Unless otherwise agreed by the Company in writing, payment for the Products shall be made in full by the Customer before physical delivery of Products. Time for payment shall be of the essence.
3. Interest shall be charged by the Company at 8% over the Bank of England base rate on all sums overdue for payment both before and after judgement.
4. The Customer shall pay the price of the Products without any deduction whether by way of bank charges, set-off, counterclaim or otherwise.

 

• Warranties

1. The Company warrants that all products will be free from defects in materials and workmanship for a period of one year from the date of invoice. This warranty does not cover damage, failure or malfunction due (directly or indirectly and wholly or partially) to external causes including (without limitation) damage caused in transit, accident, abuse, misuse, normal wear and tear, act of God, fire, flood, act of violence or any similar occurrence or any attempt by any person other than any person authorised by the Company to adjust, alter or repair the Products or the use of parts and components not supplied by the Company for the Product in question All warranties, conditions and other terms implied by statute, common law, trade usage, course of dealing or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
2. The Company does not give any warranty that the Products are fit for any particular purpose for which the Products are being bought by the Customer (unless the Company has agreed otherwise in writing).

 

• Damage, Defects or Non-compliance

1. Subject to Condition 7.2, no liability will attach to the Company (whether in contract or for negligence or otherwise) for loss of or damage to the Products occurring prior to delivery or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract or for non-delivery.
2. In the event of a valid claim for defect, loss, damage or non-compliance with the Contract, the Company will, at its own cost, repair and/or replace, at its discretion, the whole or any part of the Products which are defective in consequence of defect in materials or in the Company’s workmanship but subject to the following conditions:
   1. in respect of any alleged defect which would be apparent to the Customer on reasonable inspection, the Customer must give written notice thereof to the  Company within 3 working days of delivery and the unpacking of the Products by the Customer but, in any event, within 30 working days of delivery;
   2. in respect of any alleged defect not apparent on reasonable inspection, the Customer must give notice thereof to the Company within 30 working days of the alleged defect complained of coming to the attention of the Customer;
   3. in all cases, the Company is given a reasonable opportunity following notice of complaint of examining the Products;
   4. the Customer shall make the Products available for collection by the Company (or its appointed carrier) or at the request of the Company, shall immediately return the products to the Company’s premises in their original packaging;
   5. the Company shall not be liable for any defects in the Products arising from third party delivery companies instructed directly by the Customer or in consequence of the manner in which they are assembled or maintained or from any alteration, or repair of the Products carried out otherwise than by the Company or from the manner in or conditions under which the Products are stored or if the Customer makes any further use of such Products after giving notice;
   6. the Company shall not be liable for any defects to the extent that the aggregate value of the defective Products is less than 8% of the aggregate value of all the Products delivered in the same batch as the defective Products.
3. Collection of Products by the Company (or its appointed carrier) pursuant to Condition 7.2 shall not imply that the Company accepts the validity of the claim made by the Customer.
4. The Company’s liability is limited to repair or replacement of the Products (or part thereof) (at its option) and liability for every form of indirect or consequential damage or loss (except only death or personal injury resulting from the Company’s negligence) is hereby expressly excluded.
5. If the Customer shall fail to give notice in accordance with Condition 7.2 above the items delivered shall be deemed to be in all respects in accordance with the Contract and, without prejudice to earlier acceptance by the Customer, the Customer shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery, loss, damage, defect or non-compliance shall thereafter be wholly barred.

 

• Termination or Cancellation

1. In the event of:
   1. the Customer failing to observe or perform any of its obligations under the Contract or any other Contract between the Company and the Customer; or
   2. the Customer being unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any act occurring (threat or otherwise) or proceedings being commenced relating to, or indicating, the bankruptcy, administration, liquidation or insolvency.
   3. the Customer ceasing or threatening to cease to carry on business; or
   4. non-payment by the Customer of any monies due from the Customer to the Company,

   the Company shall be entitled to suspend all or any future deliveries under this or any other Contract and on written notice to cancel this or any Contract between the Customer and the Company.

2. In the event of any cancellation by the Company in accordance with Condition 8.1 above or any cancellation and/or repudiation of the Contract by the Customer, the Company shall be entitled to recover damages from the Customer for the following:
   1. the value of any work completed or Products delivered at the date of termination;
   2. the value of any work begun or Products begun to be manufactured but not completed at the date of termination including the cost of materials, labour and overheads in connection therewith;
   3. the amount representing any further profit which the Company would have made on the Contract but for its termination, such profit to be determined by the Company’s auditors whose decision shall be conclusive and binding on the Customer.
3. The rights conferred by Condition 8.2 shall be without prejudice to any other right enjoyed by the Company pursuant to these Conditions or by law.

 

• Reservation of title

1. Property in the Products shall pass to the Customer on the happening of whichever of the following events shall first occur, namely payment in full of the whole purchase price of the Products and payment in full of every other sum whatsoever which is due from the Customer to the Company whether under this Contract or otherwise howsoever. This sub-Condition shall apply notwithstanding that the Products have been affixed to or incorporated in real property.
2. Until ownership of the Products has passed to the Customer, the Customer must:
   1. hold the Products on a fiduciary basis as the Company’s bailee and trustee;
   2. store the Products in such a way that they remain readily identifiable as the Company’s property;
   3. maintain the Products in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company.  On request the Customer shall produce the policy of insurance to the Company; and
   4. hold the proceeds of the insurance referred to in Condition 9.2(c) on trust for the Company and not pay the proceeds into an overdrawn bank account.
3. The Customer may resell the Products before ownership has passed to it solely on the basis that any sale shall be effected in the ordinary course of the Customer’s business at full market value and any such sale shall be a sale of the Company’s property and the Customer shall deal as principal when making such a sale and any proceeds will be due to the Company. The Customer will remain liable for any difference between the balance outstanding and full market value at the time of the sale.
4. The Customer’s right to possession of the Products shall terminate immediately on the occurrence of any of the events listed at Condition 8.1 or if the Customer encumbers or in any way charges any of the Products.
5. The Company shall be entitled to recover payment for the Products notwithstanding that ownership of the Products has not passed from the Company. Nothing in this Condition shall in any way limit or modify the Customer’s obligation to pay for the Products in accordance with these Conditions.
6. The Customer grants the Company, its agents and employers an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Customer’s right to possession is terminated, to recover them.
7. At any time before the happening of the last of the events mentioned in Condition 9.1, the Company may by notice in writing to the Customer determine the Customer’s right to sell the Products and the Customer shall thereupon return the Products to the Company and shall cease to be in possession of the Products with the consent of the Company.  At any time after the giving of such a notice, the Company may enter upon any premises where the Products are or are reasonably believed to be and may remove the Products.
8. The Products are at the entire risk of the Customer from the time of delivery.
9. The provisions of this Condition 9 shall continue in full force and effect notwithstanding termination of the Contract, howsoever caused.

 

• Intellectual property rights

The Customer will abide by the Intellectual Property and Right to Use terms of the Company for all images, logos, trademarks, pictures and related text and not use the Company’s brand name, range name, product code and product descriptions, advertise or promote online or use the Products for the purpose of designing or manufacturing identical Products, without the Company’s prior written consent. The copyright, trademarks, trade names and all intellectual property rights of any description in or in connection with the Products shall remain the property of the Company.

 

 

• Liability

1. The aggregate liability of the Company (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Customer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Products provided. Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
2. The Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
3. The Customer acknowledges that the limitations of liability contained in this Condition 11 are reasonable and that these limitation provisions have been taken into account by the Company in pricing the Products.

 

• Sub-contracting

The Customer may not assign or transfer the Contract, or any part of it, without the Company’s prior written consent.

 

• Notices

1. Any notice to be given under these Conditions or the Contract must be in writing and may be delivered or sent by prepaid first class post or email to the party to be served at that party’s last-known address, or email address.
2. Any notice shall be deemed served: if posted, 48 hours after posting; and, if sent by email, at the time printed on the email delivery report (as appropriate).

 

• Proper Law

These Conditions and the Contract shall be governed by English law and any dispute hereunder shall be subject to the jurisdiction of the English Courts.