Terms & Conditions of Sale

1: General
The acceptance of our quotation includes acceptance of the following terms, which shall prevail over any conflicting terms proposed by the Buyer. Any Variation to these terms shall only be valid if agreed in writing by a Director of the Seller.

2: Definitions
For the purpose of these conditions:

• The “Seller” shall mean “Blackburn Starling & Company Ltd”.
• The “Buyer” shall mean the Party who has accepted a quotation from the Seller.
• “Goods” shall mean such items as are listed in the Seller’s quotation.
• “Notice in Writing” shall include any statement which is hand or type written or printed.

3: Validity of Quotation
Unless otherwise indicated in the quotation, all quotations submitted by the Seller shall be valid for a period of 30 days.

4: Effective Date of Contract
No binding agreement shall be created until the conditions have been satisfied:

a) The Buyer complies with any conditions enabling him to meet the payment terms agreed under the contract.
b) The Buyer supplies all information, drawings and documents necessary to enable the Seller to proceed with the contract
c) The Buyer complies with any other requirements which the Seller has specified in their quotation.

The Buyer shall notify the Seller when all the above conditions have been satisfied and the date upon which such notification is received by the Seller shall be the “Effective Date of Contract”.
If the above conditions are not fulfilled within the quotation validity period, neither party shall be under any further obligation or have any liability

5: Limits of Contract
The quotation includes only such goods as are specifically referred to therein. The Seller may replace the goods so specified with goods of equivalent type provided they are of equivalent performance and will not affect the contract price or programme.

6: Packing & Delivery
Packing shall be in accordance with the Seller’s normal packing. Any claims by the Buyer for short delivery and/or damaged equipment are conditional upon the following:

• that any shortages or damages or non-arrival of goods are to be notified to the Seller within 48 hours of the arrival or scheduled date of arrival in the case of goods to be supplied other than ex Works.
• That the Buyer does not sign a delivery note for the goods unless all pieces have been checked and that if there are any damages or shortages the Buyer makes a note on the delivery note at the time of delivery accordingly.
• If short delivery does take place, the Buyer undertakes to accept the goods delivered as a part performance of the contract.

7: Prices

a) Prices quoted are exclusive of Value Added Tax which shall be charged to the Buyer at the rate prevailing at the time of supply.
b) All prices quoted are ex Works. Where the Seller undertakes to provide or arrange carriage from its Works to a place of delivery specified by the Buyer, the costs of such carriage shall be charged as an addition to the Price unless otherwise agreed in writing.
c) All orders under £250 will be subject to a minimum charge of £30 unless required for spare parts.
d) The Seller reserves the right to increase the price of the goods before delivery or supply by an amount equivalent to any increase which may have arisen in the cost to the Seller of manufacturing or acquiring or delivering the Goods to that ruling at the date of despatch or supply (as the case may be).

8: Payment Terms
Unless otherwise stated in the quotation, payment shall be made in cash within 30 days of notification that the goods or any instalment thereof are ready for despatch. Such obligation to make payment shall not be affected by any request from the Buyer to postpone the date of delivery

9: Passing of Risk & Title
Risk of damage to or loss of the goods shall pass to the Buyer:

• in the case that the goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the goods are ready for collection; or in the case of goods to be delivered otherwise than the Seller’s premises, at the time of delivery or if the  Buyer wrongfully fails to take delivery of the goods, the time when the Seller has tendered delivery of 
  the goods.

Until payment in full to the Seller of all sums due to the Seller from the Buyer for any reason whatsoever the goods shall remain the property of the Seller.

Notwithstanding the foregoing, the risk in the goods and all liability to third parties in respect thereof shall pass to the Buyer on delivery.

The Buyer may sell the goods in the normal course of his business but not on condition that the Buyer, in a fiduciary capacity as bailee of the goods and for so long as he has not fully discharged his debt to the Seller shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of the Seller. The Buyer shall fully pursue such claims and if necessary shall recover the sums due by legal process. The Buyer shall, if so required by the Seller, allow the Seller to conduct in the Buyer’s name legal proceedings in respect of the monies due on the sale of the goods. Any sums recovered by the Seller as a result of such proceedings (including sums accepted by the Seller in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the monies due to the Seller from the Buyer and then to the reasonable costs incurred by the Seller in the course of such proceedings. Any balance remaining shall be paid to the Buyer.

Prior to the sale of the goods, the Buyer shall, so far as reasonably practicable, store goods separately from similar goods of the Buyer, mark the goods as the property of the Seller and shall not remove, obliterate or in any manner alter any label, mark or other means the Seller may have of identifying the goods.

10: Delayed Payment
Where the payment is late, the Seller shall be entitled to charge interest at the rate of 5% above the base rate of the Midland Bank plc for each month or part thereof that the monies remain due. Without prejudice to the foregoing, the Seller shall be entitled to suspend further performance of his obligations under the Contract (and/or under any other contract he has with the Buyer) until all due payments including interest have been received by him.

11: Force Majeure Clause
Where the Seller is unable to comply with his contractual obligations due to any force majeure event, he shall immediately notify the Buyer of the occurrence of the anticipated delay and shall be entitled to an extension of time equivalent to the period of the delay.

If performance of the contract is delayed by more than 56 days, either party may, by written notice, terminate the contract. In the event of such termination occurring, the Seller shall be entitled to reasonable payment in respect of works executed by him (which shall include an allowance for profit and overheads) prior to the date of termination.

“Force majeure” shall mean any factor beyond the reasonable control of the Seller, which shall include but not be limited to war (whether declared or not), riot, civil disorder, strikes, lock outs or any industrial disputes whatsoever, whether official or not, earthquakes, flood, fire, unavailability of labour or materials, provided that this is not caused by any act or omission on the part of the Seller, government legislation, delay in or failure to grant or revocation of export/import licence.

12: Liability for delay
In the event of the Seller failing to despatch or deliver the goods within the agreed time for reasons caused by Blackburn Starling (not falling within Clause 10), the Seller shall pay liquidated damages at the rate of 0.25% of the value of the goods which are delivered late for each week of delay, subject to a maximum of 5% of the contract value. The liability of the Seller hereunder shall be in full and final settlement of the Seller’s liability for his inability to complete his contractual obligations within the stipulated time.

13: Performance of Goods
No liability will be accepted for the failure of goods to attain performance levels unless such levels have been expressly guaranteed by the Seller in writing.
Where the Buyer provides a specification to which the goods must comply, any goods complying with such specification shall be deemed to be in full conformity with the requirements of the contract, subject only to the requirements of clause 15 hereof the Buyer warrants that he shall indemnify the Seller against all damages, penalties, cost and expenses which the Seller may incur as a consequence of the Specification.

14: Factory Tests & Inspection
Where the Buyer wishes to attend factory tests of the goods, prior arrangement must be reached as to the date of such tests. Any costs incurred by the Buyer in attending such tests shall be borne by him. In the event of the Buyer requiring any non standard tests to be performed, any additional costs incurred by the Seller as a result of carrying out such tests shall be added to the Contract Price and paid by the Buyer. In the event of the Buyer being notified that the tests are to held and failing to attend the same, the tests shall be deemed to have been 
successfully carried out.

Where the Buyer requires non standard tests to be carried out, the Seller shall be entitled to a reasonable extension of time to his delivery programme.

15: Warranty
The Seller warrants the goods for a period of 12 months from the date the goods are delivered or where delivery is delayed from the date upon which the Buyer is informed that the goods are ready for delivery.

If any defect manifests itself in the goods within the warranty period and is due to faulty design produced by the Seller or due to defective workmanship or materials, the Seller shall replace the defective goods or at his option, repair them. Such repair or replacement shall be in full satisfaction of the Seller’s liability for defect.

The Buyer shall, as soon as possible after the defect arises, notify the Seller in writing of the defect. If required to do so, the Buyer shall return the defective goods to the Seller by a method of carriage required by the Seller, carriage and insurance prepaid.

The obligations of the Seller hereunder are in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods.

16: Intellectual Property Rights
The Seller will indemnify the Buyer against any claim for infringement of Letters Patent, Registered Design, Trade Mark or Copyright (published at the date of contract) by the use or sale of any article or material supplied by us to you and against all costs and damages which you may incur in any action for such infringements or for which you may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to our having followed a design or instruction furnished or given by you or to the use of such article or material in a manner or for a purpose or in a foreign country not specified or disclosed to us or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us. And provided also that this indemnity is conditional on your giving to us at the earliest possible time notice in writing of any claim made or action threatened or brought against you and on your permitting us at our own expense to conduct any litigation that may ensue and all negotiations for settlement of the claim. You on your part warrant that any design or instruction furnished or given by you shall be such as will cause us to infringe any Letters Patent, Registered 
Design, Trade Mark or Copyright in the execution of your order and that you will indemnify us against any claim for infringements of intellectual property rights.

17: Limitation on Liability
Under no circumstances shall the Seller be liable, whether by way of indemnity, breach of contract or otherwise howsoever for any include but not limited to loss of contracts or loss of profits, loss of use or any economic or consequential loss.

Subject to the foregoing, the liability of the Seller for any loss, expense or damage incurred by the Buyer shall be limited to £1m (one million pounds), whichever is the greater amount.

18: Suspension of Delivery due to Default of Buyer
In the event of the Buyer being in breach of any obligation, the Seller shall be entitled to suspend further execution of the works. Any costs incurred by the Seller as a result of such suspension shall be borne by the Buyer. The Seller shell be further entitled to an extension of the date for delivery equivalent to the period of suspension.

19: Cancellation of Order
The Buyer may cancel the Contract at any time prior to the goods being delivered, provided that the written consent of the Seller has first been obtained. If given, consent shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against all loss, damage claims or actions arising out of such cancellation unless otherwise agreed in writing.

20: Bankruptcy & Liquidation
If the Buyer (being an individual) shall become bankrupt or commit any act of bankruptcy or if the Buyer is a firm, if any of its member shall become bankrupt or commit an act of bankruptcy or if the Buyer being a company enters or is put into liquidation (other than voluntary liquidation for the purpose only of amalgamation or reconstruction) or if the Buyer shall enter into any arrangement of composition with his or its creditors or if a Receiver or Administrative Receiver or Administrator of the Buyer or of the Buyer’s assets or undertaking or 
any part thereof is appointed or (whether the Buyer or the Buyer’s assets or undertaking or any part thereof is appointed or whether the Buyer is an individual, a firm or a Company) if the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, the Seller may at its option determine the contract and refuse to make any further deliveries without prejudice to any claim or right the Seller may otherwise have or exercise.

21: Seller’s Right to Sub-Contract
The Seller shall be entitled to sub-let such parts of the contract as they may decide.

22: Headings
Headings used in these conditions are for convenience only and shall not affect the interpretation.

23: Applicable Law
The contract shall be governed by and construed in accordance with English law and the parties shall submit to the exclusive jurisdiction of the English Courts.

24: Notices
Any notice given under or pursuant to the contract shall be in writing and may be given by hand or by post and shall be deemed duly served if left at or sent by first class post to the address of the relative party shown on the face hereof. Any such notice shall be deemed duly served when the same is handed or is left at the address of the party to be served and if served by post of the day (not being a Sunday or public holiday) next following the day of posting.

25. Data Protection Legislation
We shall comply with the Applicable Laws, decisions, binding and non binding codes of practice and guidance of a competent institution supervising or regulating data protection, the Processing of Personal Data and privacy of EU citizens, including the EU Directive 95/46/EC and from 25 May 2018 General Data Protection Regulation (EU) 2016/679, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications).