Terms and Conditions

BRYANT PRECISION Terms and Conditions (“the Terms”)

 

1. Interpretation

 

1.1. “Contract” means the contract for the manufacture, sale, supply and purchase of the Goods or the supply of services.

 

1.2. “Customer” means the person who accepts BRYANT PRECISION’s Written quotation for the entering into Contract with

BRYANT PRECISION.

 

1.3. “Goods” means the goods described in the Contract.

 

1.4. “Terms” means these BRYANT PRECISION Terms and Conditions as set out in this document including any special terms and conditions agreed in writing between BRYANT PRECISION and the Customer.

 

1.5. “BRYANT PRECISION” is a trading name of BRYANT PRECISION Ltd whose trading address is at Unit 1b Brindley Road, South West Industrial Estate, Peterlee, Co. Durham, SR8 2LT a company registered in England and Wales with company

registration number 09121992.

 

1.6. “Writing” and/or “Written” includes any letter, telex, facsimile and Email transmission.

 

1.7. “Order” means either BRYANT PRECISION’s Written quotation and/or the Customer’s Written order.

 

1.8. “Price” means the Price of the Goods excluding Value Added Tax.

 

1.9. “Price of the Goods” includes any costs and/or charges and/or any other matters as referred to under clause 4 below.

 

1.10. “CEDR” and/or “CEDR Solve” means Centre for Effective Dispute Resolution, 70 Fleet Street, London EC4Y 1EU.

 

2. Entire Agreement

 

2.1. The headings in these Terms are for convenience only and shall not affect their interpretation.

 

2.2. These Terms form the entire understanding and agreement between BRYANT PRECISION and the Customer.

 

2.3. Unless expressly agreed otherwise in writing by BRYANT PRECISION, these Terms apply to the Contract and the Contract excludes any other terms and conditions which the Customer might seek to impose even though such terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms and conditions inconsistent to them or may be contained in any offer, acceptance or counter offer made by the Customer.

 

2.4. In entering into contract with BRYANT PRECISION the Customer agrees to these Terms.

 

2.5. No order shall be binding on BRYANT PRECISION unless or until accepted by BRYANT PRECISION in Writing.

 

3. Basis of Sale

 

3.1. BRYANT PRECISION shall sell and the Customer shall purchase the Goods in accordance with BRYANT PRECISION’s Written quotation (if accepted by the Customer), or the Customer’s Written order (if accepted by BRYANT PRECISION) subject in either case to these Terms.

 

3.2. Employees and/or agents of BRYANT PRECISION are not authorised to make any representations concerning the Goods unless confirmed by BRYANT PRECISION in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

 

3.3. Any advice or recommendation given by BRYANT PRECISION or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by BRYANT PRECISION is followed or acted on entirely at the Customer’s own risk and accordingly BRYANT PRECISION shall not

be liable for any such advice or recommendation which is not so confirmed.

 

3.4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by BRYANT PRECISION shall be subject to correction without any liability on the part of BRYANT PRECISION.

 

4. Price of the Goods

 

4.1. All prices and/or estimates and/or quotations accepted by the Customer are subject to revision where at any time before delivery of the Goods there is an increase in the cost of raw materials and/or labour and/or circumstances arise before delivery which makes revision necessary. Such increases might include a change in delivery date(s), quantities and/or specification for the Goods requested by the Customer and/or any delay

caused by an instruction by the Customer and/or failure of the Customer to give BRYANT PRECISION adequate information or instruction(s).

 

4.2. All prices and/or estimates and/or quotations are valid for 30 days from the date thereof.

 

4.3. All prices and/or estimates and/or quotations are exclusive of VAT.

 

4.4. All prices and/or estimates and/or quotations are ex-works. Where BRYANT PRECISION agrees to deliver the Goods otherwise than at BRYANT PRECISION’s premises, the Customer shall be liable to pay BRYANT PRECISION’s charges for

transport, packaging and insurance. In addition, the cost of pallets and/or returnable containers will be charged to the Customer, but full credit of these costs will be given back to the Customer upon return, before the overdue payment date, undamaged.

 

5. Orders and Specifications

 

5.1. The Customer shall be responsible to BRYANT PRECISION for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving BRYANT PRECISION any necessary information relating to the Goods within a sufficient time to enable BRYANT PRECISION to perform the Contract in

accordance with these Terms.

 

5.2. The quantity, quality and description of the Goods and any specification for them shall be as set out in BRYANT PRECISION’S Written quotation (if accepted by the Customer) or the Customer’s order (if accepted by BRYANT PRECISION).

 

5.3. If the Goods are to be manufactured or any process is to be applied to the Goods by BRYANT PRECISION in accordance with a specification submitted by the Customer, the Customer shall indemnify BRYANT PRECISION against all loss, damages, costs which may be suffered by BRYANT PRECISION.

 

5.4. Unless stated otherwise, glass units are excluded. Where it has been agreed between the Customer and BRYANT PRECISION that glass units are to be included, such units will be provided in accordance with British Standards and GGF guidelines. Please note, glass is manufactured using natural materials and it is inherent in the process of manufacture that certain minor defects may occur such as nickel sulphide occlusions, hairline marks etc. Such

minor defects shall not entitle the Customer to reject the glass units, or the Goods, nor does it entitle the Customer to seek a reduction in the Price.

 

5.5. Unless stated otherwise, flashings and cills are excluded.

 

5.6. Goods are to be manufactured to approved working drawings based on information supplied to us. Unless expressly agreed otherwise, BRYANT PRECISION shall not be responsible for taking site dimensions.

 

5.7. Trickle vents shall not be included unless specified and agreed to be incorporated.

 

5.8. Unless expressly stated otherwise, the Goods shall not be fire rated.

 

6. Payment

 

6.1. BRYANT PRECISION shall be entitled to invoice the Customer for the Price at any time after BRYANT PRECISION has notified the Customer that the Goods are ready for collection or where BRYANT PRECISION has delivered the Goods.

 

6.2. BRYANT PRECISION reserves the right to render interim invoices as the Contract progresses and to require payment of the same before continuing with the Contract.

 

6.3. BRYANT PRECISION shall not be bound to deliver the Goods until the Customer has paid the Price in full for them.

 

6.4. Payment of invoice(s) and/or interim invoice(s) shall become due at the date of the invoice(s).

 

6.5. Payment shall become overdue at the expiry of 30 days from the date of invoice and/or interim invoice, unless agreed otherwise in writing, after which BRYANT PRECISION shall be entitled to recover the Price, notwithstanding whether delivery has been made either in whole or in part and/or whether the title in the property of the Goods has passed to the Customer or not.

 

6.6. The time for payment shall be of the essence. Any payment owing to BRYANT PRECISION which has not been paid by the overdue date shall be subject to interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from the date the payment should have been made until the date payment is made. Furthermore, if the Customer fails to make any payment by the overdue date then, without limiting any other right or remedy available to BRYANT PRECISION, BRYANT PRECISION may cancel the Contract altogether or alternatively, suspend any further deliveries to the Customer until such payment overdue is paid together with interest accrued therein.

 

6.7. BRYANT PRECISION may appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between BRYANT PRECISION and the Customer) as BRYANT PRECISION may think fit (notwithstanding any purported appropriation by the Customer).

 

7. Risk and Property

7.1. Risk of damage to or loss of the Goods shall pass to the Customer;

 

7.1.1. in the case of goods to be delivered at BRYANT PRECISION’s premises, at the time when BRYANT PRECISION notifies the Customer that the Goods are available for collection, or

 

7.1.2. in the case of Goods to be delivered otherwise than at BRYANT PRECISION’s premises, at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BRYANT PRECISION has made delivery of the Goods.

 

7.2. Goods remain the property of BRYANT PRECISION until payment has been made in full. Title to the Goods comprised in the Order shall not pass until the Customer has paid the Price of the Goods in full.

 

7.3. Until such time as the property to the Goods passes to the Customer, the Customer shall hold the Goods as BRYANT PRECISION’S fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as BRYANT PRECISION’s property.

 

7.4. Until such time as the property in the Goods passes to the Customer, BRYANT PRECISION may at any time require the Customer to deliver up the Goods to BRYANT PRECISION and, if the Customer fails to do so, BRYANT PRECISION may

enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

 

7.5. The Customer 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 BRYANT PRECISION.

 

8. Delivery

 

8.1. Delivery of the Goods shall be made by the Customer collecting the Goods at BRYANT PRECISION’s premises at any time after BRYANT PRECISION has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by BRYANT PRECISION, by BRYANT PRECISION delivering the Goods to that place.

 

8.2. Where the delivery of the Goods takes place other than BRYANT PRECISION’s premises, the Customer shall provide at its own expense, all unloading facilities required for delivery including labour and any special equipment and ensure that the site will have adequate access for all vehicles and equipment necessary for off-loading and a suitable hard standing surface for the purposes of off-loading.

 

8.3. The Customer shall be responsible for ensuring that all licences, consents, permits or other necessary permissions have been obtained prior to delivery of the Goods.

 

8.4. The Customer shall be responsible for ensuring that BRYANT PRECISION has full uninterrupted right of access to the place for delivery.

 

8.5. Any dates quoted for delivery of the Goods are approximate only and BRYANT PRECISION shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by BRYANT PRECISION in Writing. Where we have previously agreed a delivery time in Writing, our commitments are dependent upon the receipt in reasonable time of approved architectural and construction drawings that are sufficiently detailed to enable us to carry out design and fabrication work. Any delay caused by the late receipt of such drawings shall entitle us to additional time for delivery. The Goods may be delivered by BRYANT PRECISION in advance of the quoted delivery date on giving reasonable notice to the Customer. Later performance does not entitle the Customer to do any of the following;

 

8.5.1. Reject the Goods

 

8.5.2. Terminate the contract

 

8.5.3. Withhold payment of any part of the Price

 

8.6. If BRYANT PRECISION fails to deliver the Goods (or any instalment) for any reason other than any cause beyond BRYANT PRECISION’s reasonable control or the Customer’s fault, and BRYANT PRECISION is accordingly liable to the Customer, BRYANT PRECISION’s liability shall be limited to the excess, if any, of the cost to the Customer, in the cheapest available market, of similar goods to replace those not delivered over the price of the Goods.

 

8.7. If the Customer fails to take delivery of the Goods or fails to give BRYANT PRECISION adequate delivery instructions at the time stated for delivery (other than by reason of any cause beyond the Customer’s reasonable control or by reason of BRYANT PRECISION’s fault) then, without limiting any other right or remedy available to BRYANT PRECISION, BRYANT PRECISION may;

 

8.7.1. store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

 

8.7.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

 

8.8. Where extra transport costs are chargeable, it shall be at the rate of £2 per mile, each way.

 

9. Liability

 

9.1. Should any of the Goods become faulty or fail to operate in accordance with their specification BRYANT PRECISION undertakes to replace or repair them at its sole discretion without charge provided that BRYANT PRECISION is satisfied that the failure is due to a defect of workmanship and/or material in manufacture and provided also that the Goods have been used solely in a manner for which they are designed and/or is normal for their type and have not been misused or abused either in storage or in their fixing and provided also that the faulty Goods are returned carriage paid to BRYANT PRECISION with written notice of the defect within 7 days of the date of delivery or where the defect or failure was not apparent, on reasonable inspection, within 3 days after discovery of the defect or failure. BRYANT PRECISION shall not be liable for the cost of removal of the faulty Goods nor the cost of reinstatement and/or re-fixing of the repaired and/or replaced Goods. BRYANT PRECISION will deliver at its expense the replacement or repaired Goods to the Customer. Time shall be of the essence for this clause 9.1.

 

9.2. If delivery is not refused and the Customer does not notify BRYANT PRECISION in accordance with clause 9.1 the Customer shall not be entitled to reject the Goods and BRYANT PRECISION shall have no liability for such defect or failure, and the Customer shall be bound to pay the Price as if the Goods had been delivered in accordance with

the Contract. Time shall be of the essence for the purposes of this clause 9.2.

 

9.3. BRYANT PRECISION shall not be liable to the Customer by reason of any misrepresentation or by reason of any implied warranty, condition or other term, or any duty at common law, or under the Terms for any special or consequential, direct or indirect loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of BRYANT PRECISION, its employees or agents or otherwise) which arise under, out of or in connection with this Contract (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer, and the entire liability of BRYANT PRECISION under, out of or in connection with the Contract shall not exceed the Price of the Goods except as expressly provided in these Terms.

 

9.4. BRYANT PRECISION shall not be liable to the Customer for any consequential, direct and/or indirect loss suffered by the Customer whether the loss arises from any breach of duty in contract or tort or in any other way, and shall not be liable for any damages (whether or not consequential, direct and/or indirect) arising from stoppage or breakdown of the Goods for any reason whatsoever or in any other way for the performance of the Goods in operation. For the avoidance of doubt such consequential, direct and/or indirect loss include, inter alia, delays suffered by the Customer, prolongation costs, increased site overheads, increased office overheads, wasted management time, disruption costs, loss of profit, finance charges, loss of bonus, sums paid in settlement of third-party claims, costs of claim collation, and the like.

 

9.5. Under no circumstances shall BRYANT PRECISION be liable for;

 

9.5.1. failure by the Customer to comply with the instructions or advice of BRYANT PRECISION; and/or

 

9.5.2. Goods which have been adjusted, altered, adapted or repaired by any party other than BRYANT PRECISION.

 

9.6. BRYANT PRECISION shall not be liable to the Customer (other than liability for death or personal injury resulting from BRYANT PRECISION’s negligence) for any loss or damage of any nature;

 

9.6.1. arising from any breach of any express or implied warranty or condition of the Contract; and/or

 

9.6.2. any negligence, breach of statutory or other duty on the part of BRYANT PRECISION; and/or

 

9.6.3. in any other way under, out of or in connection with the performance or purported performance of or failure to perform the Contract.

 

9.7. BRYANT PRECISION shall not accept responsibility if the Goods are the subject of any patent registered or unregistered design, trademark, copyright or any other industrial or intellectual property rights and the making of the Contract shall be considered as an undertaking by the Customer to indemnify BRYANT PRECISION against any loss in respect of infringement of any such patent registered or unregistered design, trademark, copyright or any other industrial or intellectual property rights of any third party.

 

9.8. BRYANT PRECISION reserves the right to make any changes in the specification of the Goods which may be required to conform to any applicable statutory or EU requirements and which do not materially affect their quality or performance.

 

9.9. BRYANT PRECISION shall not be liable for any failure to deliver the Goods or implement any of these conditions arising from the circumstances outside BRYANT PRECISION’s control. Non-exhaustive examples of such circumstances include acts of God, war, strikes, fire, embargoes, refusals to grant licences and abnormal weather conditions etc.

 

10. Cancellation

 

10.1. Where a Contract is cancelled by a Customer the fallowing payment(s) fall due to BRYANT PRECISION by the Customer;

 

10.1.1. Where cancellation is prior to the commencement of the manufacture of the Goods a sum to compensate BRYANT PRECISION for all costs incurred prior to or resulting from such cancellation in addition to such other remedies as it may have.

 

10.1.2. Where cancellation is subsequent to commencement of the manufacture of the Goods such sum as represents a proportion of the order sum in respect of the manufacture of the Goods performed executed up to the date of receipt of notice of cancellation plus the sum equivalent to 50% of the difference between the proportionate sum and the Price by way of liquidated damages for any actual or anticipated loss or profit and administrative costs in addition to such other remedies as it may have.

 

11. Damages

 

11.1. The total liability of BRYANT PRECISION to pay damages which may arise under the Contract shall not in any way and in any event exceed a sum equal to the Price payable by the Customer to BRYANT PRECISION.

 

12. Assignment

 

12.1. The Contract is between BRYANT PRECISION and the Customer and shall not be assigned by the Customer without the express consent of BRYANT PRECISION.

 

13. Insolvency of Customer

 

13.1. If the Customer makes a voluntary arrangement with its creditors or becomes bankrupt or becomes subject to an administration order or goes into liquidation or an encumbrancer takes possession, or a receiver is appointed or the Customer ceases, or threatens to cease, to carry on business or BRYANT PRECISION reasonably apprehends that any of the above mentioned events is about to occur then without limiting any other right or remedy available to BRYANT PRECISION, BRYANT PRECISION may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

15. Disputes

 

15.1. If any dispute arises in connection with this Contract, directors or other senior representatives of the parties with authority to settle the dispute will, within 14 days of a written request from one party to another, meet in good faith effort to resolve the dispute.

 

15.2. If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation the parties must give notice in writing (‘ADR notice’) to the other party(ies) to the dispute requesting a mediation. A copy of the request should be sent to CEDR Solve.

 

15.3. Notwithstanding clause 15.2, either party has the right at any time to refer the dispute to arbitration in accordance with the Arbitration Act 1996 and the CEDR Solves Arbitration 125 Rules (2011 Edition or as amended), which Rules are deemed to be incorporated by reference to this clause, by a sole arbitrator appointed by CEDR Solve. Nothing in this clause shall prevent any party seeking a preliminary injunction or other judicial relief at any time if, in its judgment, such an action is necessary to prevent irreparable damage.

 

16. General

 

16.1. A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business.

 

16.2. No waiver by BRYANT PRECISION of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

 

16.3. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

 

16.4. The laws of England and Wales govern this Contract and the resolution of any dispute(s) arising out of or in connection with it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

16.5. BRYANT PRECISION and the Customer agree that these Terms are not enforceable by any third party under the Contracts (Rights of Third Partied) Act 1999.