Terms and Conditions

STANDARD CONDITIONS OF SALE OF GOODS

Bonus Trading UK Ltd is a company incorporated and registered in England and Wales with company number 08151258 and whose registered office is at Trading House, Unit 12, Harvard Way, Harvard Industrial Estate, Kimbolton, PE28 0NJ.

 

Business customers

You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.

 

Price

The price quoted excludes value added tax (unless otherwise stated).  Value added tax will be charged at the rate applying at the time of delivery.

 

Delivery

3.1        All delivery times quoted are estimates only.  Time shall not be of the essence in respect of delivery times, and shall not be made of the essence by notice.  

3.2        If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the order, however: 

3.2.1     you may not cancel if we receive your notice after the goods have been dispatched; and

3.2.2     if you cancel the order, you can have no further claim against us under that order.

3.3        If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss).

3.4        We may deliver the goods in installments. 

3.5        We may decline to deliver if:

             3.5.1     we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or

             3.5.2     the premises (or the access to them) are unsuitable for delivery.

 

4          Risk

4.1        The goods are at your risk from the time of delivery.

4.2        Delivery takes place either:

4.2.1     at our premises (if you are collecting them or arranging carriage); or

4.2.2     at your premises or address specified by you (if we are arranging carriage).

4.3        You must inspect the goods on delivery.  If any goods are damaged or not delivered, you must write to tell us within 5 days of delivery or the expected delivery time.  You must give us (and any carrier) a fair chance to inspect the damaged goods. 

 

5          Payment terms

5.1        You will be invoiced for the goods on the date of dispatch.

5.2        You are to pay us in cleared funds no later than 30 days after the date of our invoice unless otherwise agreed in writing.  Any invoice queries should be raised in writing within 5 business days of its receipt.  If we have not been informed in accordance with this procedure, you are deemed to accept the invoice and are bound to pay the full invoice value.  If we have been informed in accordance with this procedure, you agree to pay the undisputed part of the invoice within the agreed payment terms and to co-operate fully with us in order to resolve the dispute as quickly as possible.

5.3        If you fail to pay us in full on the due date we may:

5.3.1     suspend or cancel future deliveries;

5.3.2     cancel any discount or rebate offered to you;

5.3.3     charge you interest at the rate set under section 6 of the Late Payment of Commercial Debts (Interest) Act 1998:

  1. calculated (on a daily basis) from the date of our invoice until payment;
  2. compounded on the first day of each month; and
  3. before and after any judgment (unless a court orders otherwise);
  • claim fixed sum compensation from you under section 5A of that Act to cover our credit control overhead costs; and
  • recover (under clause 5.5) the cost of taking legal action to make you pay.

5.4        You do not have the right to set off any money you may claim from us against anything you may owe us.

5.5        While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).

5.6        You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.

5.7        We may set, withdraw and vary credit limits from time to time and withhold all further supplies if you exceed such credit limit.

 

6          Title 

6.1        Until you pay all debts you may owe us (including any interest accrued and owing to us) in full: 

6.1.1     notwithstanding that risk in goods shall pass to you on delivery, all goods supplied by us remain our property as full sole and absolute legal and equitable owner;

6.1.2     you must maintain all goods in a satisfactory condition and insure them for their full price (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;

6.1.3     you may use those goods in the ordinary course of your business but not if:

  1. we revoke that right (by informing you in writing); or
  2. you become insolvent;

6.1.4    you must hold all goods on a fiduciary basis as our bailee; and

6.1.5    you must not pledge or in any way charge by way of security for any indebtedness any goods that are the property of us.

6.2        You must inform us (in writing) immediately if you become insolvent.  Payment of all sums due to us (whether invoiced or not) shall become immediately payable by you if you become insolvent.

6.3        Before title to any goods supplied by us passes to you, then, provided that such goods have not been resold and without limiting any other right or remedy we may have, we may at any time require you to deliver up such goods and, if you fail to do so promptly, we or our agent may enter any of your premises or of any third party where any relevant goods are stored in order to recover them.  All costs incurred by us in such repossession shall be borne by you.

6.4        We have your permission to enter any premises where the goods may be stored:

6.4.1     at any time, to inspect them; and

6.4.2     after your right to use and sell them has ended, to remove them in accordance with clause 6.3, using reasonable force if necessary.

6.5        Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.

6.6        You are not our agent.  You have no authority to make any contract on our behalf or in our name.

 

7          Warranties

7.1        We warrant that the goods:

7.1.1     comply with their description; and

7.1.2     are free from material defect at the time of delivery (as long as you comply with clause 7.3).

7.2        We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

7.3        If you believe that we have delivered goods which are defective in material or workmanship, you must:

7.3.1     inform us (in writing), with full details, as soon as possible; and

7.3.2     allow us to investigate (we may need access to your premises and product samples). 

7.4        If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 7.3) in full, we will (at our option) repair the goods, replace the goods or refund the price.

7.5        We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including (as examples only):

7.5.1     direct financial loss, loss of profits or loss of use; and

7.5.2     indirect or consequential loss.

7.6        Our total liability to you (from one single cause) is limited in damages to the price of the goods (meaning the goods supplied giving rise to the single cause).

7.7        Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

7.8        You acknowledge that the limitations and exclusions in respect of the liability of us as set out in these terms are reasonable to protect the legitimate commercial and business interests of us and are reflected in the price of the goods payable by you to us. You accept any associated risks and, if you wish to mitigate such risks, shall insure yourself accordingly.

 

8          Specification

We reserve the right:

8.1        to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and

8.2        to make without notice any minor modifications in our specifications we think necessary or desirable.

 

9          Return of goods

We will accept the return of goods from you only:

9.1        by prior arrangement (confirmed in writing);

9.2        on payment of an agreed handling charge (unless the goods were defective when delivered); and

  • where the goods are as fit for sale on their return as they were on delivery.

 

10         Cancellation

10.1      You may not cancel the order unless we agree in writing (and clause 3.2.2 then applies).

10.2      We may suspend or cancel the order, by written notice if:

10.2.1   you fail to pay us any money when due (under the order or otherwise);

10.2.2   you become insolvent; or

10.2.3   you fail to honour your obligations under these terms.

 

11         Waiver and variations

11.1      Any waiver or variation of these terms is binding in honour only if:

11.1.1   made (or recorded) in writing;

11.1.2   signed on behalf of each party; and

11.1.3   expressly stating an intention to vary these terms.

11.2      All orders that you place with us will be on these terms (or any that we may issue to replace them).  By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.  Please also see clause 13.8.

12         Force majeure

12.1      If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.

12.2      Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

 

13         General

13.1      English law is applicable to any contract made under these terms.  The English courts have exclusive jurisdiction.

13.2      If any of these terms are unenforceable as drafted:

13.2.1   it will not affect the enforceability of any other of these terms; and

13.2.2   if it would be enforceable if amended, it will be treated as so amended.

13.3      We may treat you as insolvent if:

13.3.1   you are unable to pay your debts as they fall due; or

13.3.2   you (or any item of your property) becomes the subject of:

  1. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
  2. any application or proposal for any formal insolvency procedure; or
  3. any application, procedure or proposal overseas with similar effect or purpose.

13.4      All websites, brochures, catalogues and other promotional materials are to be treated as illustrative only.  Their contents (other than the prices detailed therein) form no part of any contract between us and you and you should not rely on them in entering into any contract with us.

13.5      Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business.  All such notices must be signed.

13.6      No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.

13.7      The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and which expressly state that you may rely on them when entering into the contract.

13.8      Any provisions not set out in these terms, including any terms which you purport to imply, shall not be the terms and conditions concerning the sale of goods to you by us irrespective of how such provisions are introduced (including but not limited to provisions included on purchase order(s), confirmation of orders or similar documents).  For the avoidance of doubt you acknowledge and agree that we shall not be bound by any of your provisions.   

13.9      Nothing in these terms affects or limits our liability for fraudulent misrepresentation.