Terms and Conditions

2.1 BH-F offers to sell and the Buyer agrees to buy the Goods subject to the Conditions.

2.2 The Conditions constitute the entire agreement between BH-F and the Buyer to the exclusion of any other contractual provisions whether oral or written express or implied statutory or otherwise.

2.3 No variation of the Conditions shall be binding on BH-F unless confirmed in writing by a Director or the Commercial Manager of BH-F.

3.1 The price for the Goods is as stated in the Quotation subject to the qualifications set out below.

3.2 The price of the Goods excludes the cost of any testing certification and modifications of the Goods required by any national or local authority unless specified in the Quotation.

3.3 The Buyer shall indemnify BH-F against all costs claims and expenses that BH-F incurs as a result of any modifications to the Goods which have to be made because of errors in specifications or drawings provided by the Buyer or because of the failure or unsuitability of materials supplied or specified by the Buyer.

3.4 All prices for Goods are ex-works and exclusive of carriage packaging insurance customs duties, import duties and VAT unless otherwise stated in the Quotation.

3.5 Payment for the Goods is due 30 days from date of the invoice for the Goods. Punctual payment for the Goods is of the essence of the contract between BH-F and the Buyer.

3.6 BH-F reserve the right to charge interest at the rate of 2% per month (or part thereof ) on all overdue amounts.

4.1 The Goods will without prejudice to clause 4.2 below remain the property of BH-F until:

4.2 Without prejudice to clause 4.1 BH-F shall be entitled to sue for all and any amounts owing to BH-F from the Buyer notwithstanding the fact that title in the Goods has not passed to the Buyer.

4.3 If the Goods are incorporated or processed by the Buyer into other articles such articles shall (from the time that they come into being) become the property of BH-F until the provisions of Clause 4.1 have been satisfied.

4.4 While the Goods remain the property of BH-F the Buyer shall keep the Goods marked and separately stored at the Buyer’s expense so as to be clearly identifiable as the property of BH-F.

4.5 At any time whilst any monies on any account are owed to BH-F by the Buyer, BH-F may recover and resell the Goods (if in the Buyers possession and if the Goods have not been incorporated or processed by the Buyer into other articles) and for this purpose the employees or agents of BH-F are hereby irrevocably authorised by the Buyer to enter upon the Buyer’s or other premises where the Goods are situated and recover the Goods.

4.6 notwithstanding clause 4.1 the risk of loss or of damage to the Goods will pass to the Buyer on delivery for (or in the case of articles referred to in 4.3 above shall be that of the Buyer at all times after they come into being).

4.7 The Buyer may resell the Goods to third parties in the normal course of business and the proceeds of any such resale shall belong to BH-F to the extent that any payments referred to in clause 4.1 remain owing by the Buyer and the Buyer shall be under a fiduciary duty to account to BH-F for those proceeds and the Buyer shall pay all such proceeds of sale into a separate trust account pending accounting to BH-F thereof.

4.8 The Buyer will only be the agent of BH-F to give effect to clause 4.7 (and not otherwise) and the Buyer shall indemnify BH-F against all and any liability that BH-F may incur to third parties (whether in contract tort or otherwise and including all the expenses of BH-F attributable thereto) in connection with the Goods other than liability which would not have arisen if this clause 4 had not formed part of the Conditions.

5.1 All specifications drawings and particulars of weights and dimensions provided by BH-F are approximate only and the descriptions and illustrations contained in any catalogues price lists and other advertising material of BH-F will not form part of the Conditions as they are only intended to present a general idea of the Goods described.

5.2 All specifications drawings and technical descriptions submitted with or in connection with the Quotation of the Conditions are the copyright of BH-F and may not be reproduced or copied in any form without the prior written permission of BH-F.

5.3 All copyright material and other information and know-how whenever supplied by BH-F shall at all times be treated by the Buyer as confidential and shall not be used by the Buyer or communicated to third parties without the prior written consent of BH-F except for the sole purpose of the operation of the Goods.

The Buyer, its successors or assigns, understands and agrees that BH-F’s software programs, software documentation operator manuals and drawings, including all exhibits and attachments thereto, are unique and are provided for the sole purpose of the single transaction and/or installation covered by this order and that the Buyer shall use the same only for such purposes. The Buyer agrees that the software, software documentation, operator manuals and drawings will be used by only those of its employees who are under a written obligation of confidentiality with respect thereto. The Buyer, its successors or assigns, agrees it will not directly or indirectly use, give, sell, exchange, show, display or exhibit BH-F’s proprietary software, software documentation, operator manuals or drawings to any person, party, or entity without having first obtained the written consent of BH-F.

8.1 All dates given for completion and despatch of the Goods are estimates only in all cases (whether a date for completion or delivery is given or not) the time for completion or delivery will be deemed to be extended by a reasonable period if delivery or completion is delayed by a sub-contractor of BH-F or by instructions or a lack of instructions from the Buyer or by the lack of availability of materials or transport or by reason of BH-F not having received adequate information and or drawings from the Buyer to enable BH-F to complete and despatch the Goods.

8.2 BH-F shall as far as practicable deliver the quantity of Goods ordered by the Buyer.

The Buyer must notify BH-F in writing within 48 hours of delivery if any Goods are damaged or if the quantity delivered differs from the quantity stated on any advice note invoice or packing list relating to that delivery.

If Goods supplied on a Sale or Return basis are not returned to BH-F within the stated period of time shown in the Quotation the Goods will be deemed sold to the Buyer and the provisions of clauses 3.5, 3.6 and 4 will apply.

11.1 notwithstanding the provisions of the Conditions if the Buyer has committed a major breach of its obligations then BH-F shall have the right to give notice to terminate its obligations under the Conditions forthwith (without prejudice to any other remedy it might have against the other party for breach or infringement of any provisions of the Conditions).

11.2 If the Buyer shall make or offer any compromise voluntary arrangement or agreement with all or any of its creditors or become subject to an administration order to commence to be wound up or shall have a receiver or administrative receiver appointed over the whole or part of its assets BH-F may terminate its obligations under the Conditions forthwith by written notice to the Buyer or to any receiver administrative receiver liquidator nominee supervisor or administrator or other person in whom the management or control of the Buyer may be vested.

12.1 Where the Goods are supplied for export from the United Kingdom the provisions of this clause 11 shall apply notwithstanding any other provisions of these Conditions.

12.2 The Buyer shall be responsible for arranging testing and inspection of the Goods if required at the premises of BH-F before shipment BH-F shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.

12.3 BH-F shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

12.4 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination their installation and use in that country and for the payment of any duties there on.

13.1 Control of the working hours of the BH-F Engineer shall be at the discretion of the Buyer subject to the consent of the BH-F Engineer.

13.2 On completion of the Services the Buyer must sign the time sheet of the BH-F Engineer if attendance by the BH-F Engineer exceeds one day then time sheets must be signed each day until completion of the Services.

No work additional to the Services may be undertaken or required by the Buyer from the BH-F Engineer without prior written approval of BH-F.

15.1 The Buyer shall provide the BH-F Engineer with full and free access to all facilities necessary for the provision of the Services including without limitation all supplies of water, electricity, air etc.

15.2 It is the responsibility of the Buyer to ascertain that building structures or supporting members for Goods supplied and installed by BH-F are structurally sound and capable of carrying the Goods.

16.1 The Buyer shall give BH-F sufficient prior notice of any local laws or regulations relevant to the provisions of the Services.

16.2 The Buyer shall obtain at its expense prior to commencement of any work by the BH-F Engineer any permit or licence required by law in connection with the provisions of the Services. The Buyer will ensure that BH-F is aware of all the provisions of any such permits or licence.

17.1 The Buyer shall notify BH-F prior to the arrival of the BH-F Engineer of all safety regulations imposed on its own personnel.

17.2 The Buyer shall ensure that its safety officer or other responsible member of staff notifies the BH-F Engineer on arrival of the Buyers safe working practices and supply to the BH-F Engineer all necessary instructions issued by the Buyer in connection with the use of any equipment. It is the responsibility of the Buyer to ensure that such safe working practices and such user instructions are carried out.

17.3 The Buyer shall provide BH-F Engineer with all safe working apparatus and protective clothing normally required in the premises of the Buyer in accordance with (insofar as the United Kingdom is concerned) the Health and Safety at Work Act etc 1974 or any statutory amendment or modification thereto and (insofar as other countries are concerned) the relevant health and safety legislation or regulations applicable to that country and will ensure that the place of work to be provided to the BH-F Engineer shall at all times comply with the standards required by that act or by the relevant legislation or other regulations.

BH-F shall not be liable for any delay, loss or damage caused wholly or in part by act of god, fires, floods, storms, riots, wars or by governmental restriction control or prohibition or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves its employees or not by reason of any other act matter or thing beyond its control.

19.1 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 principle 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.

19.2 No waiver by BH-F of any breach of these Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same of any other provision.

19.3 If any provision of these Conditions is held by an 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 thereby.

19.4 The validity construction performance and interpretation of this Contract and any others arising hereunder shall be governed by the laws of England and any dispute shall be settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce in London.