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Terms and conditions

Introduction

FC Brown (Steel Equipment) Ltd (company number 00693397) whose registered office is at
Caswell Way, Reevesland Industrial Estate, Newport, NP19 4PW is a manufacturer of steel storage
and office furniture products and these are its standard terms and conditions for the supply of its
products.

Application and Entire Agreement

1. These Terms and Conditions apply to the purchase of products by the (Customer) from FC Brown (Steel Equipment) Ltd, the (Supplier).
2. These are the Terms and Conditions upon which the Supplier is willing to sell products to
the Customer and will apply to all dealings between Customer and Supplier to the exclusion of
all other Terms and Conditions save for any Supplementary Agreements agreed between the
Customer and Supplier.
3. Whilst these Terms and Conditions are intended to apply generally, the provisions of any
Supplementary Terms will take precedence where there is a conflict or inconsistency between the
relevant Supplementary Agreement and these Terms and Conditions.
4. These Terms and Conditions will be deemed to have been accepted by the Customer when the
Customer issues a purchase order to the Supplier for supply of products, which will include agreed
specifications, quantities, pricing, and timings of delivery. The purchase order must be issued by an
authorised representative of the Customer.

Interpretation

5. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and
Wales.
6. The headings in these Terms and Conditions are for convenience only and will not affect their
interpretation.
7. Words imparting the singular number include the plural and vice-versa.

Products

8. The description of the products set out in the purchase order must specify the product codes,
product quantities, and price per unit and accompanying services agreed between the Customer
and Supplier.
9. The supplier can make any changes to the specification of the products which are required to
conform to any applicable safety or other statutory or regulatory requirements.

Price

10. The price for the supply of products is set out in our price list, or at another price as may be
agreed in writing between Customer and Supplier.
11. If the manufacturing cost of products increases due to factors beyond the Supplier’s control
including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or
changes to delivery rates, the Supplier may with prior written notice increase its prices, and if not
agreed with the customer, the Supplier may without prejudice reject the order.
12. The Customer may be entitled to discounts. Any and all discounts will be at the Supplier’s
discretion unless agreed in writing.
13. The price is exclusive of fees for packaging and transportation.
14. The price is exclusive of any applicable VAT and other taxes or levies which are imposed or
charged by any competent authority

Cancellation, Deferral and Alteration

15. The specification of products set out in the Suppliers sales documentation are subject to
alteration and are not a contractual offer to sell the products which is capable of acceptance.
16. Any agreed price between the Customer and Supplier is valid for a period of 30 days, during
which the Customer is required to raise a purchase order to the Supplier. If a purchase order is not
received during the 30 days, the Supplier reserves the right to withdraw its price offer.
17. Prior to the receipt of a purchase order, the Customer and Supplier are not bound to any
agreement for the purchase and supply of any products.
18. On the issuance of a purchase order by the Customer to the Supplier, a contract will come
into existence between the Customer and Supplier for the manufacture and delivery of specified
products (the purchase order to specify product specifications, pricing, quantities and timings).
19. A cancellation of a purchase order, before dispatch or collection of products will result in the
Customer receiving the following cancellation charges:
a. 25% of purchase order value, if manufacturing of the product has not commenced.
b. 50% of the purchase order if the product is ready for delivery.
c. 100% of the purchase order of a specialized manufactured product ready for delivery.
20. A Customer request to defer an agreed purchase order must be made in writing and agreed
with the Supplier to prevent the deferral being deemed a cancellation under clause 19.
21. If the purchase order deferral relates to product ready for delivery, a new delivery date
must be agreed with the Supplier. Storage costs will be charged to the Customer for the agreed
deferrals.
22. Storage charges will be calculated as £25 per pallet per week or £350 if fully loaded or part
loaded.
23. Unless agreed with the Supplier, more than 3 deferral requests will result in the deferral being
deemed a cancellation under clause 19.
24. Purchase order, late alterations must be agreed with the Supplier and will be subject to
alteration charges dependent on the manufacturing stages of the product. The Supplier reserves
the right to decline Customer alterations.

Payment

24. The Supplier will invoice the Customer either:
a. On the dispatch of the products from the Supplier’s factory, (delivery arranged by the
Supplier).
b. At the point where products are collected by the Customer from the Supplier’s factory.
25. The Customer must pay the issued invoice within 30 days end of the month (EOM) starting
from the date on the invoice or otherwise according to any credit terms agreed.
26. The Customer must make payment even if delivery has not taken place (for example the
products in transit are returned, for whatever reason to the Supplier).
27. If the Customer does not pay the invoice on the terms above, the Supplier may suspend any
further deliveries and without prejudice to the Suppliers other rights or remedies for statutory
interest, charge the Customer interest at the rate of 3% per annum above the base rate of the
Bank of England on the amount outstanding.
28. The Customer must pay all amounts due under these Terms and Conditions in full without
any deduction or withholding (except as required by law) and is not entitled to apply any credit,
set-off or counterclaim in order to justify withholding payment of any such amount in whole or in
part.

Delivery

29. The Supplier will arrange for the delivery of the products to the address specified by the
Customer’s order or to another location agreed in writing.
30. The Customer must specify on its purchase order if they wish to collect the products from
the Supplier’s premises.
31. Subject to the specific terms of any special delivery service, delivery can take place on a
business day, at any time between 6am to 5pm.
32. If the Customer does not take delivery of the products once dispatched, the Supplier may, at
its discretion and without prejudice to any other of its rights:
a. Store or arrange for the storage of the products and will charge the Customer for all
associated costs and expenses including, but not limited to, transportation, storage, and
insurance.
b. Make alternative arrangements for the redelivery of the products and charge the Supplier
for the costs of redelivery.
33. If redelivery is not possible as set out above, the Customer must collect the products from the
Supplier’s premises and the Supplier will charge the Customer for all associated costs including,
but not limited to, storage and insurance.
34. Any dates quoted for delivery will be pre-agreed between the Customer and Supplier.
The Supplier will not be liable for any delay in delivery of the products caused by extenuating
circumstances beyond its control or the failure by the Customer to provide adequate delivery
instructions or any other instructions that are relevant to the delivery of the products.

Inspection and Acceptance of Products

35. The Customer must inspect the products on delivery or collection.
36. If the Customer identifies any damages or shortages, they must inform the Supplier in writing
within 7 days of delivery, providing details.
37. Other than by agreement, the Supplier will only accept returned products if it is satisfied that
those products are defective and if required, have carried out an inspection.
38. Subject to the Customer’s compliance with this clause and/or the Suppliers agreement, the
Customer may return the products and the Supplier will, as appropriate, repair, or replace, or
refund the products or part of them.
39. The Supplier will be under no liability or further obligation in relation to the products if:
a. The Customer fails to provide notice as set above.
b. The Customer makes further use of such products after giving notice.
c. The defect arises because the Customer did not follow oral or written
instructions about the storage, commissioning, installation, use and
maintenance of the products.
d. The defect arises from misuse or alteration of the products, negligence, wilful
damage or any other act by the Customer (and/or its employees or agents or
any third parties).
40. The Customer will bear the risk and cost of returning the products.
41. Acceptance of the products will be deemed to be upon inspection of them by the Customer
and in any event within 1 day after delivery.

Risk and Title

42. The risk in the products will pass to the Customer on completion of delivery by the Supplier
or pickup by the Customer.
43. Title to the products will not pass to the Customer until the Supplier has received payment
in full (cleared bank funds) for the issued invoices.
44. Until title to the products has passed, the Customer must:
a. Hold the products on a fiduciary basis as the Supplier’s bailee.
b. Store the products, not remove, deface, or obscure any identifying mark ]
or packaging on or relating to the products.
c. Keep the products in satisfactory condition and keep them insured against
all risks for their full price from the date of deliver

Third Party Products

45. The Supplier will procure third-party products in the capacity as an agent of the Customer.
46. The Customer’s purchase order will define the specification, quantity, price, and manufacturer
of the third-party product.
47. The Supplier will charge the Customer for all storage, insurance and related costs of third party products.

Termination

48. The Supplier can terminate the sale of products under the Contract where:
a. The Customer commits a material breach of obligations under these Terms and
Conditions.
b. The Customer becomes or, is about to become the subject of a bankruptcy order
or take advantage of any other statutory provision for the relief of insolvent debtors.
c. The Customer enters into a voluntary arrangement under Part 1 of the
Insolvency Act 1986, or any other scheme or arrangement is made with its creditors.
d. The Customer convenes any meeting of its creditors, enters into voluntary or
compulsory liquidation, has a receiver, manager, administrator or administrative
receiver appointed in respect of its assets or undertakings or any part thereof, any
documents are filed with the court for the appointment of an administrator, notice
of intention to appoint an administrator is given by the Customer or any of its directors
or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the
Insolvency Act 1986), a resolution is passed, or petition presented to any court for the
winding up of the Customer’s affairs or for the granting of an administration order, or any
proceedings are commenced relating to the Customer’s insolvency or possible
insolvency.

Limitation of Liability

49. The Supplier’s liability under these Terms and Conditions, and any breaches of statutory duty,
tort, misrepresentation or otherwise will be limited to this section.
50. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties,
conditions or other terms implied by statute or common law (save for those implied by Section 12
of the Sale of Products Act 1979) are excluded to the fullest extent permitted by law.
51. If the Supplier does not deliver the products, its liability is limited, subject to the clause below,
to the costs and expenses incurred by the Customer in obtaining replacement products of similar
description and quality in the cheapest market available, less the price of the products.
52. The Supplier’s total liability will not, in any circumstances, exceed the total amount of the
price payable by the Customer.
53. The Supplier will not be liable (whether caused by its employees, agents or otherwise) in
connection with the products, for:
a. Any indirect, special, or consequential loss, damage, costs, or expenses.
b. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of
reputation or goodwill; business interruption; or other third-party claims.
c. Any failure to perform any obligations if such delay or failure is due to any cause
beyond reasonable control.
d. Any losses caused directly or indirectly by any failure or breach by the Customer in
relation it’s your obligations.
e. Any loss relating to the choice of the products and how they will meet the Customer’s
purpose, or the use of the products supplied.
f. Any loss relating to the supply of third-party products.
54. The exclusions of liability contained within this clause will not exclude or limit the Supplier’s
liability for death or personal injury caused by our negligence; or for any matter for which
it would be illegal for the Supplier to exclude or limit our liability; and for fraud or fraudulent
misrepresentation.

Communications

55. All notices under these Terms and Conditions must be in writing and signed by, or on behalf
of, the party giving notice (or a duly authorised officer of that party).
56. Notices will be deemed to have been duly given:
a. When delivered, if delivered by courier or other messenger (including registered mail)
during the normal business hours of the recipient.
b. When sent, if transmitted by fax or email and a successful transmission report or return
receipt is generated.
c. On the seventh business day following mailing, if mailed by national ordinary mail; or
d. On the tenth business day following mailing, if mailed by airmail.
57. All notices under these Terms and Conditions must be addressed to the most recent address,
email address or fax number notified to the other party.

Data Protection

58. When providing the products to the Customer, the Supplier may gain access to and/or acquire
the ability to transfer, store or process personal data of employees of the Customer.
59. The parties agree that where such processing of personal data takes place, the Customer
shall be ‘data controller’ and the Supplier shall be the ‘data processor’ as defined in the General
Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time
to time.
60. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and
‘Data Subject’ shall have the same meaning as in the GDPR.
61. The Supplier shall only Process Personal Data to the extent reasonably required to enable it to
provide the products as mentioned in these Terms and Conditions or as requested by and agreed
with the Customer, shall not retain any Personal Data longer than necessary for the Processing
and refrain from Processing any Personal Data for its own or for any third party’s purposes.
62. The Supplier shall not disclose Personal Data to any third parties other than employees,
directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the
same (or more extensive) conditions as set out in these Terms and Conditions or to the extent
required by applicable legislation and/or regulations.
63. The Supplier shall implement and maintain technical and organisational security measures
as are required to protect Personal Data Processed by the Supplier on behalf of the Customer.
Further information about the Supplier’s approach to data protection are specified in its Data
Protection Policy, which can be found on our Website. For any enquiries or complaints regarding
data privacy, you can e-mail: CSD@bisley.com.

Force Majeure

64. Neither party shall be liable for any failure or delay in performing their obligations where such
failure or delay results from any cause that is beyond the reasonable control of that party. Such
causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes,
acts of terrorism, acts of war, governmental action or any other event that is beyond the control
of the party in question.

No Waiver

65. No waiver by the Supplier of any breach of these Terms and Conditions by the Customer shall
be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

66. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise
unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms
and Conditions (which will remain valid and enforceable).

Law and Jurisdiction

67. These Terms and Conditions shall be governed by and interpreted according to the law
of England and Wales and all disputes arising under the Terms and Conditions (including noncontractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and
Welsh courts.