Terms & Conditions
Terms & Conditions
1.1 These terms will govern the contract between The Bond Group (referred to as “us”, “our” or “we” in these terms) and the customer (referred to as “you” or “your” in these terms) and will prevail over any terms put forward by you, unless we expressly agree to them in writing by a Director or Company Secretary or representative of the Company authorised in writing by a Director of the Company or Company Secretary. No conduct by us, our employees, agents or sub-contractors shall be deemed to constitute acceptance of any terms put forward by you.
1.2 You may give us an order number, but it will only be accepted by us as evidence that your internal administrative system will pay our inv. Your order number will not be accepted by us for any other purpose.
1.3 If there is a conflict between these terms and the terms of any quotation or acknowledgment of order provided by us, then these terms will prevail.
1.4 All words and expressions will be given their normal English meaning. Any dispute as to the meaning of any words will be settled by reference to the definition in the Oxford English Dictionary.
2.1 These terms and conditions apply to and shall be incorporated into any contract which we enter and shall prevail over any inconsistent terms or conditions contained in or referred to in your purchase order, confirmation of order, acceptance of quotation or other document you have supplied.
2.2 No order from you shall be accepted until we have sent our Order Acknowledgment to you, and the date of that form will be the date of acceptance. Each order placed with us shall constitute an individually binding contract between you and us.”
2.3 Where we provide a quotation to you, such quotation is an offer and is open for 28 days (unless otherwise agreed in writing by a Director or Company Secretary or representative of the Company authorised in writing by a Director of the Company or Company Secretary) from the date printed on the quotation. We reserve the right to:
2.3.1 refuse to accept any order from you where you order some, but not all, of the goods we have provided on our quotation, and
2.3.2 withdraw the offer we have made to you at any time before you accept our offer.
3.1 Unless otherwise agreed in writing, all prices include positioning the goods ordered at the address specified by you at the time of our quotation in mainland England, Scotland or Wales exclusive of VAT, which shall be due at the rate ruling on the date of our VAT invoice. Where goods are to be delivered to any other destination such as a destination abroad, we will only deliver the goods to a warehouse, depot or port or other destination of your choice in mainland England, Scotland, and Wales at no additional cost to you. You will be responsible for paying for delivery beyond that point and for positioning. Additional prices will be quoted for delivery to Northern Ireland, Eire, Scottish Islands, Isle of Man, Isle of Wight, Isles of Scilly and the Channel Islands and any other offshore destinations.
3.2 Where our vehicles are delayed unduly at the point you wish the goods to be delivered through no fault of ours, you agree to pay us for both the cost of carriage and any demurrage incurred by us.
3.3 We may, by giving notice to you before effecting delivery, increase the price of the goods or impose a surcharge to reflect increased costs which are caused beyond our control, including, but not limited to the increased costs of the goods to us resulting from an increase in manufacturers’ prices or other costs such as foreign exchange fluctuations, increases in taxes, duties, the cost of fuel and the cost of labour, materials and other manufacturing costs.
4.1 Unless otherwise agreed in writing and subject to satisfactory trade references, payment shall be due and payable 30 days from end of month of invoice. We reserve the right to seek trade and other references from time to time and, in our absolute discretion, to revise our payment terms to include advance payment (by way of cleared funds), payment on delivery of the goods or by irrevocable letter of credit confirmed by a UK bank approved by us or other appropriate method of payment.
4.2 Unless different terms for payment other than those set out in sub-clause 4.1 above are specifically agreed between the parties, we shall be entitled to submit our invoice, including the provision of consignment stock and any goods lent to you for any purpose whatsoever:
4.2.1 at any time on or after the date of delivery,
4.2.2 earlier, where notice has been given under sub-clause 5.1.1 below that the goods have been purchased by you and are held by us for delivery at a later date, or
4.2.3 where you have postponed delivery, then we may submit our invoice at any time after the goods are ready for delivery in the United Kingdom, or would have been ready in the ordinary course, but for your request to postpone delivery or because of any default by you.
4.3 Where we agree to offer payment terms by providing for a deposit and stage payments, you agree to make all such payments as set out in our quotation.
4.4 Where goods are delivered by instalments, we may invoice for each instalment separately and you agree to pay such invoices in accordance with this sub-clause.
4.5 No disputes arising under the contract or any other contract, nor disputes between you and a third party, delays in payment of your invoices by a third party or delays caused by unforeseen circumstances shall interfere with prompt payment in full by you or entitle you to set off any such amount or payment or counterclaim whether liquidated or un-liquidated for any sum or sums.
4.6 In the event of default in payment by you or if we revise our payment terms pursuant to sub-clause 4.3, we shall be entitled, without prejudice to any other right or remedy, to:
4.6.1 suspend all further deliveries and the performance of services under the contract or both and any other contract or contracts between the parties then current without notice,
4.6.2 charge interest on any amount outstanding at the rate of 3 per cent per annum above the base rate of Lloyds Bank for the time being and from time to time accruing on a daily basis from the due date of payment until payment is made, such interest being charged as a separate, continuing obligation not merging with any judgement,
4.6.3 charge you an amount equal to the increase in any applicable exchange rate on the invoice at the date of payment of the invoice compared with that prevailing at the date of invoice,
4.6.4 serve notice on you, requiring immediate payment for all goods supplied or to be supplied by us under the contract and all other contracts with you, whether or not payment is otherwise due or invoiced and at our discretion, to treat the contract as repudiated by you in whole or in part and/or
4.6.5 to request the prompt return of the goods to us in a satisfactory condition
4.7 You shall, on demand, reimburse us all fees, disbursements and legal costs incurred with regard to the recovery of any sums due and outstanding under the terms of any contract entered into between the parties.
5.1 Where we have goods in stock that have been purchased by you and are held by us for delivery at a later date, or they are goods that are awaiting delivery or for positioning, we
5.1.1 will notify you when the goods are available, and
5.1.2 reserve the right to deliver the goods by instalments.
5.2 You will, from time to time, notify us of the date you wish us to install and position the goods in the designated premises. We will use reasonable endeavours to install the goods on the date you have requested but date and time of delivery/installation shall not be guaranteed by us. Time of delivery shall not be of the essence of the contract.
5.3 We shall deliver and unload the goods at the premises designated by you, and (subject to compliance by the occupier of the premises as set out in clause 6) will place them in position on the site as reasonably determined by you or any customer of yours.
5.4 If you wish us to deliver and position the goods more than three months after the date on which the goods are made available to you by us, you will pay for storage of the goods at our standard rate prevailing at the time.
5.5 In order to deliver the goods on time, you agree to provide us, in good time, with full and accurate information of the delivery address, including opening times and any unusual details of the premises to which the goods are to be delivered and positioned such as deliveries other than to the ground floor.
5.6 Should you ask us to postpone delivery, we will endeavour to comply with your reasonable request, but we shall be under no obligation to do so. Where you postpone delivery or where delivery cannot be effected, you shall pay (in addition to any sums due under sub-clause 5.2 and all other clauses) all costs and expenses, including a reasonable charge for storage and transportation so occasioned, and all payments shall be made in accordance with this sub-clause 5.6.
5.7 all obligations of the parties as they relate to goods which are the subject of the contract and which at the date of expiry of the cancellation notice have not been delivered and are in stock or have been manufactured and are awaiting shipping or are in the process of being manufactured shall immediately terminate., and
5.7.1 where we have goods in stock that have been purchased by you and are held by us for delivery at a later date, or they are goods that are awaiting delivery or for positioning you will pay the contract price and, at your expense, will collect those goods from the location where the goods are held by us; and
5.7.2 we will pay a once only default fee at the rate of £25 per unit of the goods collected and paid for and neither party shall have any further claim against the other arising out of cancellation.
You shall:
6.1 take all steps to ensure the safety of any of our representatives or contractors who visit your premises or the premises of your customer shall comply with any legislation, regulations or orders pertaining to health and safety. You shall fully insure against any loss to any of our representatives or contractors,
6.2 provide us and any of our representatives or contractors with full and free access to your premises, or the premises of your customer, and
6.3 provide level flooring at the premises and dismantle any windows or doors on your premises and lift any floor coverings to provide easy access for the passage (in their packaging or without) and installation of the goods. If installation team advises customer that there is a real risk of property been damaged during the course of the installation process, then following conditions apply. Firstly the customer can sign a damage wavier form or secondly the installation work is cancelled or postponed at the customer cost.
If ready access is not provided at the time of delivery, we may leave the goods at or near the premises for positioning by the customer and our obligations to position and unpack the goods shall cease. In this instance risk of loss or damage to the goods will pass to you. We may charge re-delivery to site if the goods cannot be left and are returned to our premises.
6.4 ensure that every facility will be provided at no cost to us, in order that we and any of our representatives or contractors can perform, without difficulty, our obligations under the contract.
7.1 Risk of loss or damage to the goods shall pass to you when they are off loaded from our transport at the place of delivery or when you collect the goods in your own transport from a location controlled by us, or where you nominate a third party to collect the goods from a location controlled by us.
7.2 Title to the goods will remain with us and shall only pass to you in the circumstances as set out below:
7.2.1 where you have paid to us all sums (including VAT and accrued interest) due from you to us under this contract, or
7.2.2 when we serve on you notice in writing specifying that title in the goods has passed to you.
7.3 We may recover goods in respect of which title has not passed to you (including, without limitation, all consignment stock and any goods lent to you for any purpose whatsoever) at any time and you hereby irrevocably authorise us, our officers, employees and agents to enter upon any premises controlled by you where the goods are stored, or are thought by us to be stored for the purpose either of satisfying ourselves that sub-clause 7.4 is being complied with by you or of repossessing goods in respect of which title has not passed to you.
7.4 Until title to the goods has passed to you in accordance with this clause 7, you shall possess the goods on a fiduciary basis as bailee for us. If we so require, you shall store the goods supplied under any contract between the parties separately from other goods and shall ensure that they are clearly identifiable as belonging to us and that they are kept in first class order and condition.
7.5 If you purchase the goods for the purposes of resale and make that purpose known to us at the time of ordering, you are permitted to sell the goods in the ordinary course of trading notwithstanding that title has not passed to you. Any other resale of the goods is prohibited.
Without prejudice to the provisions of clause 6:
8.1 We will only agree to the cancellation of the contract (if at all) on condition that all costs (including costs to us of the goods, waiting time, finance and other costs and expenses) incurred by us up to the time of cancellation by you are paid by you immediately you cancel the contract.
8.2 Goods returned to us without our prior written consent will under no circumstances be accepted for credit.
9.1 Should you wish to vary the terms of the contract, please get in touch with us. We reserve the right to agree or not agree to any such variation at our absolute discretion, and retain the right to pass on the cost to you of any such variation, which may include an increase in the price of the goods or services.
9.2 Any request for a variation of the contract which is accepted by us shall be agreed in writing. The amended price shall be based on prices charged to us plus escalation in respect of inflation and increased costs of materials and labour, if relevant.
9.3 Where we agree to any variation of the contract, the dates quoted or agreed for delivery and completion of the services shall be extended accordingly.
10.1 We reserve the right to alter or change the dimension, composition, or specification of the goods we supply and to supply goods of the current dimension, composition or specification to fulfil any order.
10.2 Where we provide information in advertising, sales and technical literature, such information is provided for general guidance only and we do not accept any liability for its accuracy or completeness, although we endeavour to ensure that the information is accurate and complete for the purposes for which it is intended to be used.
11.1 When we deliver the goods to you or your customer, we unpack the goods and ask you or your customer to inspect the goods immediately before signing our delivery note, accepting that there is no damage to the goods.
11.2 Whilst we will endeavour to deliver the correct quantity of goods ordered by you, a shortfall in the quantity delivered shall not give you the right to cancel the contract if the shortfall is not significant in comparison to the quantity delivered.
11.3 Where we leave the goods unpacked, you agree to unpack and inspect the goods within three working days of their delivery.
11.4 Where there is a defect, short delivery or non-delivery, you are required to write to both us and the carrier, setting out the grounds of your complaint within seven working days of delivery in the event of defect or short delivery of any part of a consignment, or within fourteen working days of the notified date of dispatch in the event of non delivery of a whole consignment or, in either event, within such shorter period as the carrier’s conditions (if applicable) require.
11.5 Where goods are delivered to you in their packaging, you shall have no claim in respect of defects apparent on visual inspection of services performed by us, unless you send a written complaint to us within three working days of their arrival at your premises and we are given a reasonable opportunity to inspect the goods and services performed and to investigate the complaint. You shall not have a claim in respect of defects in the goods after they have been removed from their packaging and signed for acknowledging your acceptance.
11.6 If a complaint is not made to us as set out in this clause 11, then the goods and services shall be deemed to be in all respects in accordance with the contract and you shall be bound to pay for the same accordingly and may not reject them.
12.1 You shall have no claim in respect of defects in the goods supplied and services performed which are not apparent on visual inspection at the time of delivery or completion of performance unless:
12.1.1 you send us a written complaint as soon as reasonably practicable after the defect is discovered, although the complaint must be received by us within 24 months from the date of delivery, except in the case of:
12.1.1.1 limited life parts (which are parts of the goods which are of limited durability; examples of which are hoses, seals, cosmetic trim or decorative parts, gaskets, glass doors and shelves, castors, mains cables, fuses, electric bulbs, fluorescent tubes, oil filters, air filters, and other limited life or non functional parts which are not essential to the operation of the goods), in which case the complaint must be sent within 7 days,
12.1.1.2 remote installations (which include a condensing unit located away from the refrigerated space with inter-connecting pipe work), special coldrooms (a coldroom not being a standard coldroom set out in our retail price list), remote equipment (equipment where the compressor is not an integral part of the unit) and special projects (one described as such in the contract or quotation), in which case you must inform us within 12 months of the date of delivery of the goods or completion of the performance of the services or, in the case of an item not manufactured by us or any of our holding or subsidiary companies (as defined in sub-clause 13.6), within the guarantee period specified by the manufacturer of such item, and
12.1.2 you do not use, alter or otherwise interfere with the goods after you have discovered the defect before we are given adequate opportunity to inspect the goods supplied and services performed in accordance with this sub-clause.
12.2 We shall not be liable for (and you shall indemnify us against claims arising there from) loss or damage suffered where the goods are used after you become aware of a defect or in such circumstances which should reasonably have indicated to you a defect existed.
13.1 Subject to the conditions set out below (including Condition 13.3), we warrant that:
13.1.1 the goods (other than the limited life parts, remote installations, special coldrooms remote equipment and special projects described in sub-clause 12.1.1.2 above) will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of one year from the date of delivery;
13.1.2 limited life parts (as described in sub-clause 12.1.1.1 above) will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of 7 days from the date of delivery; and
13.1.3 remote installations, special coldrooms, remote equipment and special projects (as described in sub-clause 12.1.1.2 above) will be free from defects for a period of 12 months from the date of delivery;
13.1.4 the services will be performed with reasonable skill and care;
13.1.5 the goods are free of any mortgage charge or encumbrance and you will enjoy quiet possession of them.
13.2 We provide the warranties in sub-clause 12.1 subject to the following condition, that we shall be under no liability in respect of any defect to the extent that it is or arises from
13.2.1 fair wear and tear
13.2.2 rust, scale or other deposits
13.2.3 scratching of painted or polished surfaces or glass
13.2.4 breakage of glass or dents to the goods
13.2.5 the subjection of the goods to unusual physical or electrical stress
13.2.6 any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental controls
13.2.7 electrical work external to the goods
13.2.8 neglect or misuse of the goods or failure to locate or adjust the goods to operate within recommended ambient temperatures
13.2.9 where we do not transport or relocate the goods
13.2.10 any modification, adjustment or repair to the goods made by someone other than a person authorised by us
13.2.11 failure to properly and regularly maintain use or operate the goods or to follow any instruction or recommendation provided by us, including any contained in a user manual and (without limiting the foregoing) subject to reasonable and regular inspection of the goods by you
13.2.12 we shall be under no liability if the total price of the goods has not been paid by the due date for payment.
13.3 Our liability is in respect of parts only. However, the warranty can be extended to include the cost of labour in the first 12 months after delivery if you, at or by the due date for payment of the goods, pay 6 per cent plus VAT (10 per cent plus VAT for special installations, remote installations, special coldrooms, remote equipment and special projects) (or £25 per unit, or other minimum charge currently prevailing at the date of delivery, per unit if greater) of the total price of the goods (before VAT). If, before the end of the first 12 months after delivery, you pay a further 8 per cent plus VAT of the total price of the goods, the labour warranty shall be extended for a second twelve months after delivery PROVIDED THAT it shall be in our discretion, prior to the expiry of the first 12 months, to cancel the labour warranty for the second twelve months if there is a disproportional cost in the first 12 months, or the costs in the following 12 month period (caused by the environment or other reasons) are so high as to be uneconomic for us to continue with the warranty, in which case the 8 per cent labour charge paid specifically by you will be refunded. Engineer call-outs will be charged where no fault is found with the equipment.
13.4 You may, at our discretion and with our written agreement, purchase an extended warranty, the terms of such warranty being in our current form, which is intended principally to cover call-out visits to the site at which the goods are located over an extended warranty term. The terms of our extended warranty are available upon written request.
13.5 All service call charges incurred by us as a result of your request for us to attend to a unit that is not covered by our warranty, related telephone enquiries not covered by our warranty shall be charged back to you. Our charges shall include no fault calls, i.e. dirty condensers or inappropriate operating conditions such as high ambient temperatures.
13.6 We do not give any assurance that goods not manufactured by us or any of our holding or subsidiary companies as those terms as defined in Section 736 of the Companies Act 1985 will not infringe the patent, copyright or other intellectual property rights of any other person, firm or company.
13.7 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.8 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to us in accordance with these terms, we shall be entitled at our option
13.8.1 to repair the goods at your or the users site or, at our option, at our premises or, where you or the user has a repair facility for the goods, to supply parts for you to use in repair, or
13.8.2 to supply satisfactory substitute goods, or to rectify the services, or
13.8.3 to repay the price of the goods and services or both in respect of which the complaint is made, in which case the goods shall be returned to us by you at our cost.
13.9 If we decide to repair the goods, supply satisfactory substitute goods or effect repayment or rectification pursuant to Condition 13.8, or pursuant to Condition 13.10, you shall be bound to accept such repaired or substituted goods, repayment or rectification and we shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective goods, or from the initial performance of the services or from the delay before the defective goods are repaired or the substitute goods are delivered or the repayment or rectification is effected.
13.10 All parts and replacement components supplied by us at our expense shall become part of the goods; and any parts or components removed from the goods shall become the property of and be returned to us at your expense, unless otherwise agreed in writing between the parties.
14.1 If we breach the terms of this contract, or you seek compensation and damages for any claim or claims arising out of the contract between us for whatever reason, your remedy will be limited to damages. Our liability will not exceed the price of the goods supplied to you.
15.1 We shall not be liable to you (except in respect of injury or death of any person for which no limit applies) regardless of the form of action, whether in contract, tort (including negligence and breach of statutory duty), strict liability, or otherwise whatsoever for,
15.1.1any delay in supplying the goods, or
15.1.2any loss of profit, business, contracts or revenues,
15.1.3failure to achieve anticipated savings in costs or expenses, or
15.1.4any special, indirect or consequential loss or damage of any nature whatsoever, or
15.1.5damage to property including without limitation damage to floor coverings, contents or fabric of the premises to which goods are delivered, the contents of any refrigerator or other cooling or freezing device or any other goods whatsoever, or for consequential loss including without limitation removal or rectification work required in connection with the installation of repaired or substitute goods or failure to supply parts under warranty, shelves, baskets or other accessories, loss of profit or wasted expenditure.
16.1 If you enter a contract with us, you agree that this exclusion and limitation of liability clause is reasonable and that the price agreed reflects the position on liability.
17.1 If you (being an individual) shall become bankrupt, or under the provisions of Section 123 of the Insolvency Act 1986 are deemed to be unable to pay any of your debts, or compounds with creditors or (being a Company) in the event of a resolution being passed or proceedings commenced for the administration or liquidation of your business (other than for a voluntary solvent winding up for the purposes of reconstruction or amalgamation), or if a Receiver Administrator or Manager is appointed of all or any part of your assets or undertaking, (or in the case where you are resident overseas any of the events specified above or their equivalent under the laws to which you are subject arises) we shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any other right or remedy accrued or accruing to us including, without limitation our rights under clause 4.1 and 7.3.
18.1 There may be times where events beyond our control prevent us from performing the agreement. If this occurs, we reserve the right to finish performing the contract when we are able. We will not be in breach of any obligation in this contract where events beyond our control prevent us from performing the contract in full.
18.2 In the event of the performance of any obligation accepted by us is prevented, delayed, or in any way interfered with for a continuous period of 120 days, we may at our option, suspend performance, modify our obligations to you or cancel our obligations under the contract and you may (whether or not we have exercised our option to suspend) at your option, cancel your obligations under the contract without liability for any damage or consequential loss without prejudice to our right to recover all sums owing to us in respect of consignments delivered, made available to you on our premises and for services performed, and manufacturing and all other costs incurred prior to the date of suspension or cancellation.
18.3 Events preventing delivery or the performance of any of our obligations to you shall include accidents beyond our control, break down of equipment, strikes, other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental rule, order or direction, fire, flood or storm, failure of transportation or the failure of the manufacturer’s equipment, machinery
19.1 A waiver of any right is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
19.2 Unless specifically provided otherwise, rights arising are cumulative and do not exclude rights provided by law.
19.3 If any provision (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall not affect the validity and enforceability of the other provisions.
19.4 Each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), but nothing in this condition shall limit or exclude any liability for fraud.
19.5 You shall not, without our prior written consent assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of your rights or obligations under these terms.
19.6 We may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of our rights and may sub-contract or delegate in any manner any or all of our obligations to any third party or agent.
19.7 Nothing is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
These terms shall be governed by, and construed in accordance with, the law of England and Wales and subject to the non-exclusive jurisdiction of the courts of England and Wales.
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The Bond Group,
Bond House
New Road,
Sheerness
Kent
ME12 1BB
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