TERMS OF SALE
TERMS OF SALE
ONLINE AND OFFLINE SALES
Version: February 2022
These Terms of Sale set out the terms under which Goods are sold by BMHA to business customers whether Online or Offline. does not supply Goods to consumers and if you place an Order with you are confirming that you are a business customer and waive any and all rights under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (or as amended from time to time).
Please read these Terms of Sale carefully and ensure that you understand them before ordering any Goods from .
These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by , or any such order is made or purported to be made, by the Buyer.
These Terms of Sale are in the English language only.
1. Definitions and Interpretation
1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“ / we / us” means , a company registered in England under 02662130, whose registered address is 7 - 10, Ashley Park Common Road, Witchford, Cambridgeshire, CB6 2HZ.
“Buyer / you” means the business entity (Ltd, LLP, partnership or sole trader) whose details are given in the Order.
“Contract” means a contract for the purchase and sale of Goods, as explained in clause 6 (Online) and clause 7 (Offline).
“Customised Goods” means Goods which have been customised in accordance with a Proof before despatch.
“Credit Account” means any credit account set up between and the Buyer and subject to such payment and review terms as set out in the agreement for the credit account.
“Delivery” has the meaning given in clause 10.5.
“Despatch Confirmation” means an email confirmation of despatch of Good from a warehouse or manufacturer.
“Goods” means the goods sold by .
“Offline” means where an Order is communicated to by a telephone call, email or fax.
“Online” means where an Order is communicated to through the Site.
“Order” means an order for Goods places by the Buyer.
“Order Acknowledgement” means an email acknowledgement of an Order.
“Order Number” means the reference number for an Order. and
“Proof” means the form of any artwork or text required for Customised Goods.
“Sales Documentation” means the current version of any hard copy brochure issued by or the Site.
2. Information About
2.1 ‘s VAT number is 591 6032 42.
2.2 Contact Details:
Fax (01353 665253).
3. Business Customers and Consumers
3.1 These Terms of Sale apply to business customers only and as such these Terms of Sale do not apply to individual consumers purchasing Goods for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession). By placing an Order the Buyer warrants and represents that it is a business customer.
3.2 These Terms of Sale constitute the entire agreement between and you with respect to your purchase of Goods from . You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
4. Goods, Pricing and Availability
4.1 make all reasonable efforts to ensure that all descriptions and graphical representations of Goods available from and as set out in the Sales Documentation corresponds to the actual Goods. Please note, however, the following:
4.1.1 Images and descriptions of Goods are for illustrative and guide purposes only and are not binding on ;
4.1.2 Images and/or descriptions of packaging are for illustrative purposes only, the actual packaging of Goods may vary;
4.2 The Goods may only be supplied in the minimum units thereof stated in the Sales Documentation or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.3 reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements Please note that this clause does not exclude responsibility for mistakes due to negligence on ‘s part and refers only to minor variations of the correct Goods, not to different Goods altogether. Please refer to clause 11 if you receive incorrect Goods (i.e. Goods that are not as described).
4.4 Where shown in the Sales Documentation and Order Acknowledgement the Buyer’s, approval of a Proof may be required before we can further process your Order. (See clause 9 for more information where this applies).
4.5 Minor changes may, from time to time, be made to certain Goods between your Order being placed and processing that Order and dispatching the Goods, for example, to reflect changes in relevant laws and regulatory requirements, or to address particular technical or security issues. Any such changes will not change any main characteristics of the Goods and will not normally affect your use of those Goods. However, if any change is made that would affect the Buyer’s use of the Goods, suitable information will be provided.
4.6 Whilst make all reasonable efforts to ensure that all prices shown in Sales Documentation are correct at (i) the time of going online or (ii) issue of hard copy Sales Documentation, due to the nature of any hard copy Sales Documentation and difficulty in keeping this up to date, the Buyer is directed to the Site for up to date information as to Goods on sale.
4.7 reserves the right to change prices and to add, alter, or remove special offers from time to time and as necessary. For this reason the Buyer is directed to the Site for up to date information as to pricing of Goods saving that sell a large number of Goods through our Site. It is always possible that, despite ’s reasonable efforts, some of the Goods on our site may be incorrectly priced. If discover an error in the price of the Goods in an Order will contact the Buyer to inform them of this error and will give the Buyer the option of continuing to purchase the Goods at the correct price or cancelling the Order. will not process the Order until the Buyer has given instructions. If are unable to contact the Buyer using the contact details provided during the order process, will treat the Order as cancelled and notify the Buyer in writing. If mistakenly acknowledge and /or accept and process an Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Buyer as a mispricing, may cancel supply of the Goods and refund any sums paid.
4.8 Unless approval of a Proof(s) is required (see clause 9) in the event that the price of Goods ordered changes between the time an Order is acknowledged and despatching the Goods the Buyer will be charged the price shown on the Site at the time of placing the Order.
4.9 Prices on the Site are shown both exclusive of and inclusive of VAT. If the VAT rate changes between your Order being placed and taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
4.10 Delivery charges are not included in the price of Goods displayed on the Site. Delivery options and related charges will be presented to you as part of the order process.
5. International delivery
5.1 deliver to various countries which the Buyer may select during the Order process. (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods.
5.2 An Order for despatch to one of the International Delivery Destinations may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that have no control over these charges and cannot predict their amount. The Buyer or recipient will be responsible for payment of any such import duties and taxes.
5.3 The Buyer must comply with all applicable laws and regulations of the country for which the Goods are destined. will not be liable or responsible if the Buyer does not ensure compliance with any such law.
6. Online Orders – How Contracts Are Formed
6.1 The Site guides the Buyer through the ordering process. Before submitting an Order please use the opportunity to review the Order and amend it to ensure that it is correct before submitting it. If an error has been made on the Buyer’s part the Buyer should contact as soon as possible (using the contact details in clause 2). Where possible shall edit the Order but this may not be possible where an Order Acknowledgement has already been sent.
6.2 If, during the order process, the Buyer provides with incorrect or incomplete information, please contact as soon as possible. If are unable to process your Order due to incorrect or incomplete information, will contact the Buyer to ask the Buyer to correct it. If the Buyer does not give the accurate or complete information within a reasonable time of ’s request, will cancel the Order and treat the Contract as being at an end. If incur any costs as a result of the incorrect or incomplete information, may pass those costs on to the Buyer.
6.3 No part of the Site or Sales Documentation constitutes a contractual offer capable of acceptance. An Order constitutes a contractual offer that may, at it’s sole discretion, accept. Subject always to payment in accordance with clause 9, will send you an Order Acknowledgment by email. When Goods are ready to despatch will, in most instances,send a Despatch Confirmation by email.
6.4 Only once have sent an Order Acknowledgement will there be a legally binding Contract between and the Buyer.
6.5 An Order Acknowledgement shall contain the following information:
6.5.1 Order Number;
6.5.2 Estimated despatch date(s) (or as far as possible where approval of any Proof is required)
6.5.3 Whether a Proof is required to be approved before the Order can be processed.
6.6 In the unlikely event that do not accept or cannot fulfil an Order for any reason, will explain why in writing. If have taken payment any such sums will be refunded to the Buyer as soon as possible.
7. Offline Orders – How Contracts Are Formed
7.1 An Order may be placed via email, fax or telephone. An Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Terms of Sale offer that may, at it’s sole discretion, accept. will respond to an Order by sending out a quotation by email. If the Buyer accepts the quotation by email the Order (as per the quotation) will be entered in to the system use and will contact the Buyer to take payment. Any quotation is valid only for 30 days.
7.2 If an error has been made on the Buyer’s part the Buyer should contact as soon as possible (using the contact details in clause 2). Where possible shall edit the Order but this may not be possible where an Order Acknowledgement has already been sent..
7.3 If, during the order process, the Buyer provides with incorrect or incomplete information, please contact as soon as possible. If are unable to process your Order due to incorrect or incomplete information, will contact the Buyer to ask the Buyer to correct it. If the Buyer does not give the accurate or complete information within a reasonable time of ’s request, will cancel the Order and treat the Contract as being at an end. If incur any costs as a result of the incorrect or incomplete information, may pass those costs on to the Buyer.
7.4 Subject always to payment in accordance with clause 8, will send you an Order Acknowledgement by email.
7.5 Only once have sent an Order Acknowledgement will there be a legally binding Contract between and the Buyer.
7.6 An Order Acknowledgement shall contain the following information:
7.6.1 Order Number;
7.6.2 Estimated despatch date(s) (or as far as possible where approval of any Proof is required);
7.6.3 Whether a Proof is required to be approved before the Order can be processed.
7.7 In the unlikely event that do not accept or cannot fulfil an Order for any reason, will explain why in writing. If have taken payment any such sums will be refunded to the Buyer as soon as possible.
8. Payment and Refunds
8.1 Unless the Buyer has a Credit Account, payment for Goods and related delivery charges must always be made in advance and the Buyer will be prompted to pay during the order process. Payment will be taken at this time using third party payment providers.
8.2 Payment must be made in full for your Order, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
8.3 Any refunds due under these Terms of Sale will be made using the same payment method used when ordering the Goods. If the Buyer has a Credit Account any refund will be made via a credit note.
8.4 From time to time referral codes may be provided by to give a discount to a Buyer. Use of a referral code is subject to any additional terms or limitations as stated with the referral code. Referral codes may be applied against online sales only. Discounts are against Goods price only and do not include shipping/ delivery costs.
9. Proofs and Customised Goods
9.1 Some of the Goods require the Buyer to provide artwork or text to a Buyer’s specification which will be used to customise the Goods before despatch. The Buyer will provide this information when placing an Order or as promptly as possible thereafter.
9.2 shall provide a Proof to the Buyer and shall not process an Order until the Buyer has provided acceptance of the Proof in writing.
9.3 The Buyer shall indemnify against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by in connection with any claim made against for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with ’s use of the Proof and the provision of the Customised Goods This clause 10.3 shall survive termination of the Contract.
9.4 is not liable to the Buyer for any errors arising in the Customised Goods once the Proof is accepted by the Buyer in writing.
9.5 If are unable to process an Order because the Buyer has not given approval to a Proof or co-operated with to complete a Proof within a reasonable time of request, will cancel the Order and treat the Contract as being at an end and If have taken payment any such sums will be refunded to the Buyer as soon as possible save that if incur any costs as a result of the incorrect or incomplete information, may pass those costs on to the Buyer.
9.6 In the event that the price of Goods ordered changes between the Order being placed and approval of the Proof may adjust the Order to reflect the price of the Goods at the time of acceptance of the Proof and the Buyer shall be responsible for any additional costs arising from an increase in price.
10. Delivery, Risk and Ownership
10.1 Goods ordered will normally be despatched within 30 calendar days after the date of the Order Acknowledgement unless otherwise agreed or specified during the order process (subject to delays caused by events outside of ’s control, for which see clause 13 and delays on the part of the Buyer re Proofs).
10.2 cannot guarantee that Goods will always be available in accordance with clause 10.1. Whilst use reasonable efforts to fulfil an Order promptly and to provide estimated despatch dates, time is not of the essence and the is not liable for any losses arising from any delay in delivery or non- delivery.
10.3 If an Order is not complete when received the Buyer must notify (see clause 2 for details). Claims made under this provision must be made within 24 hours of receipt of the partial delivery.
10.4 is not liable for Goods post Delivery however, shall use reasonable endeavours to assist with complaints against the courier. ’s total liability is as provided in clause 12 Please note will not be liable to the extent that any failure to deliver was caused by an event outside of ’s control (see clause 13) or because the Buyer failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods.
10.5 Delivery is in accordance with Incoterm 2020 CPT Buyer’s Address which means: is responsible for arranging carriage to the named place, but not for insuring the Goods to the named place. However delivery of the Goods takes place, and risk transfers from to Buyer (Delivery), at the point where the Goods are taken in charge by a carrier.
10.6 Ownership of the Goods passes to the Buyer once have received payment in full of all sums due (including any applicable delivery charges).
11. Faulty, Damaged or Incorrect Goods
11.1 warrant that the Goods, on delivery (as defined in clause 10.5), shall be as described; be packaged in a manner to ensure safe transit, be free from material defects in design, material, and workmanship; be of satisfactory quality (as defined in the Sale of Goods Act 1979); and be fit for any purpose described by , and in the case of Customised Goods, comply with the approved Proof.
11.2 If the Buyer considers that any Goods delivered do not comply with this limited warranty, subject to clause 11.3 and the Buyer’s compliance with clauses 11.2.1 to 11.2.3, shall, at ’s option, replace them or issue you with a full refund for the price of the affected Goods. To qualify for this the following conditions shall apply:
11.2.1 The Buyer must notify of the non-compliance using the details in clause 2 within 24 hours of receipt or where receipt is not on a working day, on the next working day;
11.2.2 As advised by the sales team in response to the Buyer’s notification the Buyer must return the Goods in question to (or such third party as may advise) at the Buyer’s expense expediently (but Buyer to note that ’s liability for such costs is as per clause 11.6) so that (or the third party) can examine the Goods in question; or
11.2.3 Where return is not practicable the Buyer must give (or its agent) a reasonable opportunity to examine the Goods in question.
11.3 will not be liable for any non-compliance if any of the following apply:
11.3.1 The Buyer has made any use of the affected Goods;
11.3.2 The non-compliance has arisen as a result of the Buyer’s failure to follow any instructions on the correct assembly, usage, maintenance, installation, storage of the affected Goods or, where no instructions are provided, your failure to follow good trade practice with respect to the same;
11.3.3 The non-compliance has arisen as a direct result of any information (incorrect or otherwise) provided by the Buyer to including but not limited to errors in an approved Proof;
11.3.4 You have made any unauthorised alterations or repairs to the affected Goods; or
11.3.5 The non-compliance is the result of normal wear and tear, deliberate damage, negligence, or abnormal or unsuitable working conditions.
11.4 The terms of this clause 11 shall also apply to any Goods which are replaced by under clause 11.2. Replacement goods will be delivered as soon as reasonably possible.
11.5 Except as provided in this clause 11, shall have no further liability to the Buyer with respect to Goods which do not comply with clause 11.1.
11.6 Where accept the Goods do not comply with clause 11.1 will be fully responsible for the costs of returning Goods under this clause 11 and will reimburse the Buyer where appropriate (limited to postal / courier rates advised by ).
11.7 Any and all refunds issued under this clause 11 will include all delivery costs paid by the Buyer when the Goods were originally purchased.
12. Our Liability
12.1 Subject to clause 12.4, will not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any Contract.
12.2 Subject to clause 12.4, ’s total liability to you for all other losses arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be the price paid for the Goods, and where stated in the these Terms of Sale, any delivery charges paid by the Buyer.
12.3 Except to the extent expressly set out in clause 12.1, the terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 and by Sections 3 to 5 of the Supply of Goods and Services Act 1982 and any other warranty whether express or implied are excluded to the fullest extent permitted by law.
12.4 Nothing in these Terms of Sale seeks to limit or exclude ’s liability for death or personal injury caused by ’s negligence (including that of its employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; for breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; for defective products under the Consumer Protection Act 1987; or for any other matter in respect of which liability cannot be excluded or restricted by law.
13. Events Outside of Our Control (Force Majeure)
13.1 will not be liable for any failure or delay in performing its obligations where that failure or delay results from any cause that is beyond ’s reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), pandemic, epidemic or other natural disaster, availability of Goods from any supplier howsoever arising or any other event that is beyond ’s reasonable control.
13.2 If any event described under this clause 13 occurs that is likely to adversely affect ’s performance of any of its obligations under these Terms of Sale:
13.2.1 will inform you as soon as is reasonably possible;
13.2.2 will take all reasonable steps to minimise the delay;
13.2.3 To the extent that cannot minimise the delay, ’s affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that are bound by will be extended accordingly;
13.2.4 will inform the Buyer when the event outside of ’s control is over and provide details of any new dates, times or availability of Goods as necessary;
13.2.5 If an event outside of ’s control occurs and continues for more than 60 days either party may cancel the Contract as a result. The Buyer may do so using the contact details in clause 2. shall process a refund of the price of the affected Goods.
14. How Use Your Personal Information (Data Protection)
15. Other Important Terms
15.1 may transfer (assign) its obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if sells the business).
15.2 The Contract is between the Buyer and . It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
15.3 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
15.4 No failure or delay by in exercising any of Our rights under these Terms of Sale means that have waived that right, and no waiver by of a breach of any provision of these Terms of Sale means that will waive any subsequent breach of the same or any other provision.
16. Law and Jurisdiction
16.1 These Terms of Sale, and the relationship between the Buyer and (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
16.2 Any disputes concerning these Terms of Sale, the relationship between you and , or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.