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Brown Brothers Distribution Limited (the “Seller”) – Terms & Conditions of Sale
1. FORMATION OF CONTRACT
1.1 All quotations, offers and tenders are made and all orders are accepted subject to the following conditions. Except as otherwise provided in these conditions, all other terms, conditions or warranties are excluded from any contract between the Seller and its customer (the "Buyer") unless expressly accepted in writing by the Seller. Nothing in these conditions shall affect the statutory rights of any consumer.
1.2 If there is a conflict between these conditions and any other terms of the Seller's quotation, offer, tender or acknowledgement of order, these conditions shall prevail. Quotations may be withdrawn by the Seller by written or oral notice to the Buyer at any time prior to the Seller's acceptance without the Seller incurring any liability.
1.3 If any statement or representation has been made to the Buyer by the Seller or its officers, employees or agents (other than in the document(s) enclosed with the Seller's quotation or acknowledgement of order), upon which the Buyer wishes to rely it shall only be entitled to do so if the statement or representation is attached to or endorsed on the Buyer's order and then only if the Seller subsequently confirms in writing to the Buyer that the Buyer is entitled to rely on the statement or representation.
2. DATA PROTECTION
The Seller ensures all data is held securely and is true to knowledge following that of the guidelines under the Data Protection Act (1998). The Seller may use data to contact the Buyer with news, promotions, offers and any other marketing literature deemed suitable.
3. PAYMENT & PRICES
3.1 Orders for United Kingdom deliveries without an existing Brown Brothers Distribution account must be paid for on completion of order via the payment gateway PayPal.
3.2 All existing credit accounts the price is payable on delivery and payment is required by the 20th of the month following date of invoice. Where an account has been agreed, the Seller may in its absolute discretion set and alter the Purchaser’s credit limit and may withdraw the Purchaser’s credit terms at any time. The Seller reserves the right not to deliver the goods or services ordered if the price increases the amount owed by the Purchaser to the Seller beyond the Purchaser’s credit limit. Please refer to your formal contract for further clarification of the terms of conditions of payment.
3.3 The prices shown are inclusive of any value added tax or sales tax. Due to circumstances beyond our control, prices may have to be altered up or down (this includes any taxes). All prices are cash prices in sterling.
4. DELIVERY, RISK & TITLE
4.1 Title to the goods shall only pass to the Buyer upon the happening of any one of the following events:-
4.1.1 The Buyer having paid to the Seller all sums (including any default interest) due from it to the Seller (a) under this contract and under all other contracts between the Seller and the Buyer including any sums due under contracts made after this contract whether or not the same are immediately payable and (b) under all contracts between the Seller and any associate or subsidiary company of the Buyer or any company under the ultimate control of the same parent company as has ultimate control of the Buyer; or
4.1.2 The Seller serving on the Buyer notice in writing specifying that title in the goods has passed.
4.2 The Seller may recover goods in respect of which title has not passed to the Buyer at any time and the Buyer irrevocably licences the Seller, its officers, employees and agents to enter upon any premises of the Buyer, with or without vehicles, for the purpose either of satisfying itself that Condition 4.3 below is being complied with by the Buyer or of recovering any goods in respect of which title has not passed to the Buyer.
4.3 Until title to the goods has passed to the Buyer under these conditions it shall possess the goods as fiduciary agent and bailee of the Seller. The Buyer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Seller. During such time as the Buyer possesses the goods with the Seller's consent, the Buyer may in the normal course of its business sell or hire the goods as principal but without committing the Seller to any liability to the person dealing with the Buyer. If the goods are processed or mixed by the Buyer with other goods so that it loses its identity then the title in such goods shall thereupon pass to the Buyer and provided further that if the
Buyer sells the goods or part of it to a third party the proceeds of such sale shall be held by the Buyer for the Seller's account until the Seller has been paid in full.
4.4 The Buyer shall only be entitled to claim for shortages or defects in the goods delivered which are apparent on visual inspection if the Buyer notifies the Seller of such shortage or defect in writing within 7 business days following delivery and demonstrates to the satisfaction of the Seller that such shortage or damage occurred prior to delivery.
4.5 All existing credit accounts must notes that stated dates or times for delivery are approximate
4.5.1 Non existing account holders delivery charge is £4.95 to mainland UK no matter what the size of the order. Standard delivery is stated at 3-5 business days but this is an approximate time frame.
4.6 Risk shall pass to the Purchaser so that the Purchaser is responsible for all loss, damage or deterioration to the goods at the time when the goods or a consignment or other part thereof are placed at the disposal of the Purchaser at the premises of the Seller whether or not the Seller arranges transport.
4.7 Property (both legal and equitable) in the goods supplied by the Seller shall not pass to the Purchaser until the price of the goods and payment to the Seller of any other monies which at the date of the Contract or may thereafter become due or owing from the Purchaser has been paid in full
5.1 Under the Consumer Protection (Distance Selling) Regulations 2000 the Seller has the right to cancel an order within a period of 7 working days. The period of 7 days begins on the day after the day the goods were received. Please be aware that your right to cancel does not apply to certain goods we sell, for example, items made specific to your order, such as mixed paint (5.2). The Buyer must inform the Seller if they wish to cancel an order in writing by email or letter within a period of 7 business days. Again, the period of 7 days begins on the day after the day the Buyer receives the goods.
5.1.1 The Seller must take reasonable care of the goods and not use or open them. The Seller must return goods undamaged and fit for resale in their original packaging as soon as possible after informing the Buyer there wish to cancel the order. If the Buyer chooses to return goods, the Seller will not be responsible for any loss or damage to them during transit. If goods are lost or damaged in transit the Seller may charge the Buyer or not refund the Buyer the amounts that are attributable to the loss or damage.
For full details of your rights under the Distance Selling Regulations, please seek legal advice.
5.2 Mixed Paint is exempt from cancellation or returns unless there is a manufacturing defect or the goods are nor as ordered.
6. GUARANTEE AND EXCLUSION OF LIABILITY
6.1 It is for the Buyer to satisfy himself of the suitability of the goods for his own particular purpose. Accordingly the Seller gives no warranty as to the fitness of the goods for any particular purpose and any implied warranty or condition (statutory or otherwise) is excluded except in so far as such exclusion is prevented by law. Goods are warranted to accord with normal industrial quality. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded except in so far as such exclusion is prevented by law.
6.2 In the case of goods not manufactured by the Seller:-
6.2.1 The Seller gives no assurance or guarantee that the sale or use of the goods will not infringe the patent, copyright or other industrial property rights of any other person, firm or company; and
6.2.2 The obligations of the Seller relating to defects in such goods are limited to the guarantee (if any) which the Seller receives from the manufacturer or supplier or such goods.
6.3 The Seller shall not be liable in respect of claims arising by reason of death or personal injury except in so far as the death or injury is attributable to a failure by the Seller to exercise reasonable care. Further, under no circumstances whatever shall the Seller be liable for consequential loss, losses special to the particular circumstances of the Buyer, indirect losses, work required in connection with the removal of defective goods and the installation of repaired or substituted goods, loss of profits, damage to property or wasted expenditure.
6.4 Without prejudice to Condition 6.3, where goods are supplied for the purpose of a business, the Seller's liability, whether in respect of one claim or the aggregate of various claims (other than claims for death or personal injury to the extent that the same is caused by a failure of the Seller to take reasonable care), shall not exceed the contract price of goods and the Buyer agrees to insure adequately to cover claims in excess of such amount.
7. INSOLVENCY AND FORCE MAJEURE
If the Buyer shall be deemed by the Seller to be unable to pay its debts as they fall due, the Seller shall be entitled to cancel the contract in wholeor in part by giving written notice to the Buyer, without prejudice to any other right or remedy available to the Seller. All amounts invoiced by the Seller to the Buyer and not otherwise due for payment shall become immediately due. The Seller shall be under no liability for any failure to perform any of its obligations under the contract if and to the extent that the failure is caused by reason of any cause outside the control of the Seller.
8. PRODUCT USAGE
All products sold by the Seller are for professional use only. It is the Buyers responsibility to refer the technical data sheets to ensure processes are adhered to.
9. EXPORT CONTROLS
Products purchased or received under these Terms and Conditions of Sale are subject to export control laws, restrictions, regulations and orders of the United Kingdom, European Union and United States. Customer agrees to comply with all applicable export laws, restrictions and regulations of the United Kingdom, European Union and United States, and shall not export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such United Kingdom, European Union and United States law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the products or services hereunder. Customer shall be responsible to obtain any license to export, re-export or import as may be required.
10. REVIEWS & RATINGS
10.1 By submitting any content to the Seller, the Buyer declares that they are the sole author of any content and the content is accurate. All submitted content must not be considered offensive or offer any threatening language to any person or entity.
10.1.1 All submitted content, grants the Buyer a royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or distribute such content and/or incorporate such content into any form, medium or technology throughout the world without compensation to the Seller.
10.1.2 The Seller will aim to publish such content within seven business days. The Seller reserves the right to remove/refuse to post any submission for any reason. The Buyer acknowledges that they are solely responsible for any content submission.
10.2 By submitting any email address in connection with any content submission, the Buyer agrees that the Seller and its third party service providers may use the email address to contact them about the status of any content submission and other administrative purposes.
11. CONTACT DETAILS
Brown Brothers Distribution Limited
Telephone: 01449 773888
VAT Registered GB 559 0132 48
All information supplied by the Seller will only be in English. The Seller will adhere to this whilst in contract with the Buyer.
The contract shall be subject to English Law and the exclusive jurisdiction of the English courts.