Standard Terms and Conditions
“Contract Price” means the aggregate price of all Goods and/or Services to be supplied by BROTHER ENGINEERING LTD under the Contract.
“Acknowledgement” means BROTHER ENGINEERING’S signed acknowledgment of the Customer’s order confirming the Goods and/or Services to be provided subject to these terms and conditions.
“BROTHER ENGINEERING Employees” means employees, consultants, contractors and sub-contractors of BROTHER ENGINEERING.
“Goods” means any goods to be supplied under the Contract.
“Services” means any services so be supplied under the Contract.
“Material” means software, manuals, information, data, drawings, reports and any other documents or materials generated under the Contract.
‘Proposal” means BROTHER ENGINEERING invitation to the Customer to place an order for the supply of Goods and/or Services.
“IPR” means all patents, trade marks, trade and business names, copyright (including copyright in computer software), rights in designs, database rights, trade secrets, rights in know-how and confidential information and all other intellectual property rights (whether or not registered or capable of registration), together with all applications for registration of and right to apply for any of the foregoing.
BROTHER ENGINEERING’S Proposal is an invitation to the Customer to make an offer to BROTHER ENGINEERING and is subject to BROTHER ENGINEERING’S acceptance by means of an Acknowledgement. Any Contract between the parties resulting from such acceptance shall be on the basis of these terms and conditions notwithstanding any conflicting terms and conditions brought to BROTHER ENGINEERING’S notice and any order placed by the Customer with BROTHER ENGINEERING
3.1 The Contract Price shall unless otherwise expressly specified be deemed to be exclusive of all duties and taxes in respect of the Goods and/or the Services and exclusive of any export and/or import duties, all of which taxes and duties shall be for the Customer account and will it invoiced in addition.
3.2 BROTHER ENGINEERING reserves the right to vary the Contract Price for any Goods and/or services supplied under the Contract if following the date of its Proposal there is any change in the rates of exchange or any imposition or alteration of Government tax which increases the cost to BROTHER ENGINEERING of supplying the Goods and/or Services.
4.1 BROTHER ENGINEERING shall be entitled to invoice the Customer in accordance with the payment plan set out in its Proposal and/or Acknowledgement or as otherwise agreed in writing between the parties. Payment of all valid invoices shall be made by the Customer, in all cases in full without deduction or set off, within 30 days of the date of invoice.
4.3 In the event that the Customer fails to make any payment on the due date to BROTHER ENGINEERING under the Contract or under any other contract between the Customer and BROTHER ENGINEERING then without prejudice to any other remedy or right available to BROTHER ENGINEERING, including the right of termination under clause 13.1, BROTHER ENGINEERING shall be entitled to suspend any further deliveries of Goods and/or Services so the Customer without liability to BROTHER ENGINEERING.
4.4 If the Customer is resident outside the United Kingdom, payment will unless otherwise agreed, be made by an irrevocable letter of credit in all respects acceptable to BROTHER ENGINEERING and confirmed by a major UK clearing bank in favour of BROTHER ENGINEERING. The Contract shall not be effective until BROTHER ENGINEERING is in receipt of such letter of credit.
5.1 Whilst BROTHER ENGINEERING will endeavour to achieve any delivery dates agreed for the Goods and/or Services, unless otherwise agreed in writing, all such dates are estimates only and BROTHER ENGINEERING shall have no liability to the Customer in the event of failure to achieve such dates.
5.2 Delivery of Goods to the Customer will be Ex-Works BROTHER ENGINEERING’S premises in Swansea, Wales, uk.. At the request and expense of the Customer, BROTHER ENGINEERING may make arrangements for carriage of the Goods to the Customer’s premises or to a carrier nominated by the Customer. In such event delivery shall occur upon delivery to the Customer’s premises or as the case may be to the carrier.
5.3 If the Customer shall within 7 days after receipt of notice from BROTHER ENGINEERING that the goods are ready for delivery fail to collect the Goods or in the case of delivery to the Customer’s premises or carrier not accept delivery of the Goods, the cost of storage and any insurance in respect of the Goods until actual delivery or their disposal shall be borne by the Customer. If such failure to collect or accept delivery, as the case may be continues for more than another 14 days the Customer shall be deemed to have repudiated the Contract and BROTHER ENGINEERING may terminate the Contract in accordance with clause 13.1.
5.4 Risk in the Goods shall pass to the Customer upon delivery in accordance with the Contract, or if the Customer or its carrier fails to take delivery or collect the Goods, as the case may be, at the time when BROTHER ENGINEERING has tendered delivery.
Property in the Goods shall not pass to the Customer until payment has been received by BROTHER ENGINEERING in full for the Goods notwithstanding that BROTHER ENGINEERING may have allowed credit or agreed to deferred payment in variance of the terms and conditions herein set out.
6.2 BROTHER ENGINEERING shall be entitled on default in payment to repossess the Goods and the Customer shall do all in its powers to enable BROTHER ENGINEERING so to do. Until property in the Goods has passed to the Customer the Customer shall:
- Take proper care of the Goods and take all reasonable steps to prevent any damage or deterioration thereto and shall allow BROTHER ENGINEERING to inspect them if BROTHER ENGINEERING so requires; and
- Keep the Goods free from a charge, lien or other encumbrance and store the Goods in such a way as to show clearly that they belong to BROTHER ENGINEERING: and
- Give BROTHER ENGINEERING all such information relating to the Goods as BROTHER ENGINEERING may require.
Not with standing any inconsistency with any other provisions herein, the Customer acknowledges and admits that until payment has been made in full it holds the Goods in a fiduciary relationship as bailee for BROTHER ENGINEERING and that it shall be stopped from denying this admission.
7.1 BROTHER ENGINEERING warrants that for a period of 6 months from delivery, the Goods will be free from defects in design, workmanship and material and comply in all material respects with its published specification. In the event of a breach of this warranty then BROTHER ENGINEERING shall at its cost and option, repair or replace the Goods (or part thereof) or refund that part of the Contract Price attributable to the defective Goods (in which case the defective Goods shall he returned to BROTHER ENGINEERING). BROTHER ENGINEERING here under shall he conditional upon:
I) The Customer submitting a written claim to BROTHER ENGINEERING within seven days after the date upon which it discovers or ought reasonably to have discovered the defect; and
ii) The defect not being attributable to alteration or repair of the Goods without BROTHER ENGINEERING prior consent, or misuse or neglect of the Goods; and
iii) The Goods being returned, if BROTHER ENGINEERING so requires, by the Customer to BROTHER ENGINEERING carriage paid (such amount to be refundable by BROTHER ENGINEERING if the Customer’s claim is substantiated) within two weeks after BROTHER ENGINEERING request to that effect.
7.2 Services will he provided by such BROTHER ENGINEERING Employees, as it considers suitably qualified to undertake the work. BROTHER ENGINEERING also warrants that Services will be undertaken using reasonable skill and care and and Material generated as a result thereof will be free from material errors or omissions. BROTHER ENGINEERING’S liability is limited to the provision of Services of the same nature as those originally provided to correct such errors or omissions subject to BROTHER ENGINEERING being notified accordingly within 3 months from completion of the Services.
- The following conditions of sale do not imply a credit account and ongoing credit will not be granted.
- All invoices for goods supplied or work done will fall due for payment within 30 days of invoice date.
- All invoices or balances that remain unpaid after 30 days will accrue interest at the rate 2% per month.
- All overdue accounts will be passed to our debt collection department with 15% added to your bill.
- Ownership of the goods shall remain with BROTHER ENGINEERING LTD until such time that the customer has paid in full all that he owes to BROTHER ENGINEERING LTD.
- Claims for non-delivery or damage will only be accepted if received in writing within 5 days of the date of delivery or of damage.
- Any relaxation or indulgence granted to the customer by BROTHER ENGINEERING LTD shall not be deemed in any way waiver of, or to prejudice the rights of BROTHER ENGINEERING LTD.
- BROTHER ENGINEERING LTD reserves the right to payment of all the costs charged and expenses incurred by it or its agents in the collection of monies due from the customer in addition to the price and interest there on.
- Interim payments. On certain contracts we will expect to be paid on an interim payment basis. The amount and frequency of these payments will be agreed between BROTHER ENGINEERING LTD and the customer at the commencement of work.
- DIRECTORS GUARANTEE .Any amount owed to BROTHER ENGINEERING LTD that remains unpaid by a limited company will be the joint and several responsibilities of the directors of that company.
- Alteration to our terms must be in writing and signed by the customer and an authorised representative of BROTHER ENGINEERING LTD.