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Terms & Conditions of Sale

  1. Interpretation
    1. In these Conditions:
      1. ‘Ancillary Costs’ means Bradney’s charges for transport, packaging, insurance, VAT and any other ancillary costs including those detailed in clause 4.4;
      2. ‘Bradney’ means Bradney Chain & Engineering Company Limited (Company Number 04618203) the registered office of which is at Mount Chain & Engineering Works, Quarry Road, Dudley Wood, Dudley, West Midlands, DY2 OEB
      3. ‘Buyer’ means the person who accepts a quotation of Bradney for the sale of the Goods or whose order for the Goods is accepted by Bradney;
      4. ‘Conditions’ means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Bradney;
      5. ‘Contract’ means the contract for the purchase and sale of the Goods;
      6. ‘Delay’ means any delay or interruption not solely attributable to Bradney which results in Bradney not being able to deliver the Goods;
      7. ‘Delivery Date’ means the date on which the Goods are delivered pursuant to condition 6;
      8. ‘Goods’ means the goods (including any instalment of the goods or any parts for them) which Bradney is to supply in accordance with these Conditions;
      9. ‘Intellectual Property’ means any copyrights, letters, patents, know how, inventions, utility models, registered and unregistered designs, trade and service marks, trade names, logos, patent applications, rights in the nature of copyrights and all other similar rights in the Goods;
      10. ‘Price’ means the price for the Goods excluding the Ancillary Costs
    2. Any reference in these Conditions to any provision 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.
    4. For the avoidance of doubt, nothing in these Conditions shall confer on any third party any benefit or the right to enforce any term of these Conditions or the Contract.
  2. Basis of the sale
    1. These Conditions shall apply to all contracts for the sale of Goods by Bradney to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Bradney.
    2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
    3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
    4. Any advice or recommendation given by Bradney or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Bradney is followed or acted upon entirely at the Buyer’s own risk, and accordingly Bradney shall not be liable for any such advice or recommendation which is not so confirmed.
    5. Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by Bradney shall be subject to correction without any liability on the part of Bradney.
    6. All data containing specifications of weights, dimensions, tolerances, properties and the like which are contained in Bradney’s catalogues, drawings or other literature are approximate only (or where tolerances are prescribed, to be within those tolerances) as are weights and dimensions of packing or shipments.
  3. Orders and specifications
    1. No order submitted by the Buyer shall be deemed to be accepted by Bradney unless and until specific performance or confirmed in writing by Bradney’s authorised representative.
    2. The Buyer shall be responsible to Bradney for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Bradney any necessary information relating to the Goods within a sufficient time to enable Bradney to perform the Contract in accordance with its terms.
    3. The quantity, quality and description of and any specification for the Goods shall be those set out in Bradney’s order acknowledgement, or proforma invoice.
    4. If the Goods are to be manufactured or any process is to be applied to the Goods by Bradney; or if the Goods are to be provided in accordance with a specification or any other document, data information or materials submitted by the Buyer, the Buyer shall indemnify Bradney against all loss, damages, costs and expenses awarded against or incurred by Bradney in connection with or paid or agreed to be paid by Bradney in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Bradney’s use of the Buyer’s information.
    5. Bradney 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 or, where the Goods are to be supplied to Bradney’s specification, which do not materially affect their quality or performance.
    6. No order which has been accepted by Bradney may be cancelled by the Buyer except with the agreement in writing of Bradney and on terms that the Buyer shall indemnify Bradney in full against all loss (including without prejudice to the generality of the foregoing loss of profit), costs (including without prejudice to the generality of the foregoing the cost of all labour and materials ordered, whether used or un-used), damages, charges and expenses incurred by Bradney as a result of cancellation.
  4. Price
    1. The Price and the Ancillary Costs shall be that contained in Bradney’s quote or in any current sales literature at the date of acceptance of the order. All Prices and Ancillary Costs quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by Bradney without giving notice to the Buyer.
    2. Bradney reserves the right, by giving notice to the Buyer at any time before the Delivery Date to increase the Price and/or the Ancillary Costs to reflect any increase in the cost to Bradney which is due to any factor beyond the control of Bradney (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of taxes, levies or duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Bradney adequate information or instructions.
    3. Except as otherwise stated under the terms of any quotation provided by Bradney, and unless otherwise agreed in writing between the Buyer and Bradney, all Prices are given by Bradney on an ex works basis, and where Bradney agrees to deliver Goods otherwise than at Bradney’s premises, the Buyer shall be liable to pay Bradney’s Ancillary Costs.
    4. For the avoidance of doubt the Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Bradney.
  5. Terms of payment
    1. Bradney may at its sole discretion open an account for the Buyer to use Bradney’s account facilities if the Buyer first provides such bank details and references as Bradney may require from time to time. Further details in respect of Bradney’s account facilities are available on request.
    2.  
      1. Bradney shall be entitled to require payment of part or all of the Price and Ancillary Costs prior to the Delivery Date.
      2. Subject to clause 5.2.1 and any special terms agreed in writing between the Buyer and Bradney, Bradney shall be entitled to invoice the Buyer for the Price and the Ancillary Costs on or at any time after the Delivery Date unless in the case of Goods which are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event Bradney shall be entitled to invoice the Buyer for the Price and the Ancillary Costs at any time after Bradney has notified the Buyer that the Goods are ready for collection or (as the case may be) Bradney has tendered delivery of the Goods.
    3. Unless alternative payment terms have been agreed in writing by Bradney, the Buyer shall pay the Price and the Ancillary Costs on or before the end of the month following the month of Bradney’s invoice, and Bradney shall be entitled to recover the Price and the Ancillary Costs, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
    4. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Bradney, Bradney shall be entitled to:
      1. cancel the Contract and/or suspend any further deliveries to the Buyer;
      2. appropriate any payment made by the Buyer to such of the Goods (or goods or services supplied under any other contract between the Buyer and Bradney) as Bradney may think fit (notwithstanding any purported appropriation by the Buyer); and
      3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above the base rate from time to time of HSBC Bank plc, from the due date until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
    5. Bradney reserves the right to require payment for Goods to be supplied outside mainland Britain to be in the form of an agreed form of Documentary Credit.
  6. Delivery
    1. Delivery of the Goods shall be made by the Buyer collecting the Goods at Bradney’s premises at any time after Bradney has notified the Buyer that the Goods are ready for collection or, by Bradney delivering the Goods at the Buyer’s premises or, if some other place for delivery is agreed by Bradney, by Bradney delivering the Goods to that place, or if the Buyer wrongfully fails to take delivery of the Goods or has provided incorrect information, then to the place where Bradney has tendered delivery of the Goods.
    2. Any dates quoted for delivery of the Goods are approximate only and Bradney 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 Bradney in writing. The Goods may be delivered by Bradney in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
    3. Where delivery of the Goods is to be made by Bradney in bulk, Bradney reserves the right to deliver up to 10 per cent more or 10 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
    4. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Bradney to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
    5. If Bradney fails to deliver the Goods (or any instalment) for any reason other than any cause beyond Bradney’s reasonable control or the Buyer’s fault, and Bradney is accordingly liable to the Buyer, Bradney’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 not delivered over the price of the Goods.
    6. If the Buyer fails to take delivery of the Goods or fails to give Bradney adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Bradney’s fault) then, without limiting any other right or remedy available to Bradney, Bradney may:
      1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
      2. 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.
    7. Bradney shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing the same if the delay or failure was due to any cause beyond Bradney’s reasonable control.
  7. Risk and property in the Goods
    1. Risk of damage to or loss of the Goods shall pass to the Buyer:
      1. in the case of Goods to be delivered at Bradney’s premises, at the time when Bradney notifies the Buyer that the Goods are available for collection; or
      2. in the case of Goods to be delivered otherwise than at Bradney’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Bradney has tendered delivery of the Goods;
      3. in respect of deliveries made in accordance with clause 7.1.2 above and notwithstanding any other provision contained in these Conditions, a transportation insurance policy shall be taken only at the Buyer’s written request and at the Buyer’s expense.
    2. Notwithstanding delivery and 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 Bradney has received in cash or cleared funds payment in full of the Price and the Ancillary Costs and payment for all other goods or services previously or subsequently supplied by Bradney to the Buyer whereupon such title shall pass to the Buyer.
    3. Until such time as the property in the Goods passes to the Buyer it shall keep the Goods separate from those of the Buyer and third parties and properly and safely stored, protected and insured and identified as Bradney’s property, but shall (subject to clause 7.4 hereof) be entitled to use the Goods in the ordinary course of its business.
    4. The right to use the Goods referred to in clause 7.3 shall automatically cease in the event of the appointment in respect of the Buyer of a receiver or administrative receiver or the presentation of a petition for the liquidation or administration of the Buyer and such right may also be revoked on five days written notice given to the Buyer if the Buyer shall be in default by more than seven days in the payment of any sum due to Bradney.
    5. Until such time as the property in the Goods passes to the Buyer, Bradney its employees or agents shall be entitled at any time to require the Buyer to deliver up the Goods to Bradney, and if the Buyer fails 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.
    6. 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 Bradney, but if the Buyer does so all moneys owing by the Buyer to Bradney shall (without prejudice to any other right or remedy of Bradney) forthwith become due and payable.
    7. For the avoidance of doubt, the Intellectual Property shall remain at all times the property of Bradney.
  8. Warranties and liability
    1. Subject to the conditions set out below Bradney warrants that the Goods will correspond with their specification at the time of delivery and will be of satisfactory quality for a period of six months from the date on which the Goods are supplied.
    2. The above warranty is given by Bradney subject to the following conditions:
      1. Bradney shall be under no liability if it is established by Bradney that some part of the material used in manufacture was defective;
      2. Bradney shall be under no liability unless the Goods have been returned carriage paid to Bradney or the manufacturer if the same has been requested;
      3. Bradney shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
      4. Bradney shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Bradney’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Bradney’s approval;
      5. Bradney shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the Price and all Ancillary Costs have not been paid by the due date for payment; and
      6. the above warranty does not extend to parts, materials or equipment not manufactured by Bradney, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Bradney.
    3. Subject as expressly provided in these Conditions, and except where the Goods are sold to a 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.
    4. 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.
    5.  
      1. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to Bradney within three days from the Delivery Date but in any event Bradney shall have no liability to the Buyer after the expiration of 2 months of the Delivery Date or collection or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify Bradney accordingly, the Buyer shall not be entitled to reject the Goods and Bradney shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Price and the Ancillary Costs as if the Goods had been delivered in accordance with the Contract.
      2. Where the Buyer gives appropriate notice to Bradney under clause 8.5.1 above it shall preserve the Goods intact and as delivered for a period of fourteen days after receipt by Bradney of the written notification, during which period Bradney, its agents or servants shall be given access to the Buyer’s premises to investigate the complaint or to remove the Goods for the complaint to be investigated elsewhere.
      3. If the Buyer fails to comply with condition 8.5.2 it shall be deemed to have waived all or any claims, actions or rights or remedies it may have in respect of the Goods.
    6. Where any valid claim in respect of the supply of either the Goods which is based on any defect in the quality or condition of the Goods or the failure of the Goods to meet specification is notified to Bradney in accordance with these Conditions, Bradney shall be entitled to replace the Goods (or the part in question) free of charge or, at Bradney’s sole discretion, either:-
      1. if the Price and the Ancillary Costs have been paid, refund to the Buyer the Price and the Ancillary Costs (or a proportionate part of the Price and the Ancillary Costs) or;
      2. if the Price and the Ancillary Costs have not been paid, allow the Buyer to reduce the Price and the Ancillary Costs only to the extent that it relates to the item that is the subject of the claim but Bradney shall have no further liability to the Buyer.
    7. Except in respect of death or personal injury caused by Bradney’s negligence, Bradney shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Bradney, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or Services or the use or resale of the Goods by the Buyer, and the entire liability of Bradney under or in connection with the Contract shall not exceed the Price and the Ancillary Costs except as expressly provided in these Conditions.
    8. Bradney 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 Bradney’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Bradney’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Bradney’s reasonable control:
      1. Act of God, explosion, flood, tempest, fire or accident;
      2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
      3. acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
      4. import or export regulations or embargoes;
      5. strikes, lock outs or other industrial actions or trade disputes (whether involving employees of Bradney or of a third party);
      6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
      7. power failure or breakdown in machinery.
  9. Insolvency of Buyer
    1. This clause applies if:
      1. 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 than for the purposes of amalgamation or reconstruction); or
      2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
      3. the Buyer ceases, or threatens to cease, to carry on business; or
      4. Bradney 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 then, without prejudice to any other right or remedy available to Bradney, Bradney shall be entitled to cancel the Contract or suspend any further deliveries or performance of the Services under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the Price and the Ancillary Costs shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
  10. General
    1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any such notice shall be deemed to be served:
      1. if sent by pre-paid first class post on the third day after posting;
      2. if sent by fax transmission to the recipients fax number, on transmission.
    2. For the avoidance of doubt, notice given under these Conditions shall not be validly served if sent by e-mail.
    3. No waiver by Bradney 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.
    4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
    5. The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.
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