TERMS & CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES BY THE FOLLOWING COMPANIES:
Boy Limited and Hi-Class Machinery Limited
A) “The Seller” means Boy Limited and Hi-Class Machinery Limited. It is stated that the Contract is subject to
these terms and conditions.
B) “The Goods” means the articles, items or things or any of them to be supplied by the Seller.
C) “The Services” means the installation and fitting of the goods and all or any other services to be provided by
the Seller under the contract.
D) “The Buyer” means the person, firm or company to be supplied with the goods and to whom the services are
to be provided by the Seller.
E) “Conditions” means the Terms and Conditions set out herein and (unless the context otherwise requires)
includes any special Terms and Conditions agreed in writing between the Buyer and the Seller.
F) “The Contract” means the contract constituted by any order placed on and accepted by the Seller for the
supply of the goods and the services made between the Seller and the Buyer to which these terms and
2. TERMS AND CONDITIONS
A) All orders accepted by the Seller will be subject to these terms and conditions including any special
conditions agreed in writing which shall prevail over any inconsistent terms and conditions contained or referred
to in the Buyer’s order or any correspondence or elsewhere unless specifically agreed to in writing by a duly
authorised representative of the Seller and any terms and conditions or stipulations to the contrary are hereby
excluded or extinguished.
B) The Seller’s acceptance shall be in writing or by delivery of the Goods and despatch note or the provision of
A) A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or amend
the same at any time prior to the Seller’s acceptance in writing of the Buyer’s order.
B) Quotations to supply from stock are subject to the Goods remaining unsold prior to receipt of order.
C) Every care has been taken to ensure the accuracy of descriptions, illustrations and material contained in any
catalogue, price list, brochure, leaflet or other descriptive matter, but they are given as a guide only and do not
form part of any order or contract or amount to any representation, guarantee or warranty. The Seller reserves
the right to modify the design and specification of goods without notice.
The prices quoted and or confirmed are unless stated otherwise ex-works Rushden and exclusive of VAT and
any other tax or duty and are based on acceptance of these terms and conditions and on the prices and rates of
materials, labour, transport, currency exchange rates and other costs ruling at the date of quotation and or
confirmation and the Seller shall have the right (subject only to any quoted validity period) at any time to revise
such prices. Should no price have been quoted the price shall be the Seller’s selling price ruling at the date of
despatch and the Buyer will be invoiced accordingly.
5. TERMS OF PAYMENT
A) Unless agreed otherwise, or stated in the acknowledgement or confirmation of order, the invoice amount for
goods supplied or services provided shall become due latest 30 days from date of invoice. The time for payment
shall be of the essence of the Contract.
B) Without prejudice to the right of the Seller to payment in accordance with these terms of payment interest
shall be payable on overdue invoices at the rate of 8% per month or part of a month to run from the due date for
payment until receipt by the Seller of the full invoice amount whether or not after judgement.
C) In the event of failure by the Buyer to pay for the Goods or for any delivery or instalment or for the services
provided the Seller shall be entitled without prejudice to any other right the Seller may have to suspend further
deliveries on the same order and on any other order from the Buyer until payment has been made in full.
D) Payment or instalments thereof shall unless otherwise agreed in writing be made in full without any deduction
or set-off except in respect of any payment already made by or credit issued to the Buyer relating to the
Contract. Save as aforesaid no claim by the Buyer shall entitle the Buyer to withhold or delay payment of sums
due to the Seller.
E) Any cheque stated to be in full and final settlement of an amount owed under the Contract can be accepted
by the Seller as a part payment only on account of the full amount owed.
6. APPROVED CUSTOMERS
Credit terms as above will be granted subject to satisfactory references from the Buyer’s bankers and two trade
references. If such credit is required the Buyer will supply the Seller with the necessary authority to approach
the Buyer’s Bankers for a reference and will be responsible for the Bankers changes in respect thereof.
A) Any dates for delivery mentioned in any oral or written quotation acceptance, acknowledgement or
confirmation of order specification or elsewhere are given and intended as an estimate only and time is not of
the essence and the Seller shall not be liable for any loss, damage or expense howsoever arising from any
delay in delivery.
B) Delivery of the Goods shall be made to the Buyer at the place nominated by the Buyer.
C) The Seller reserves the right to make partial deliveries in the event that not all the Goods are immediately
available and to invoice separately for any such partial deliveries and it is agreed that in the event of the breach
by the Seller in relation to any partial delivery that breach shall be treated as subject to the terms of this contract
and as having effect in relation to that partial delivery only.
D) In the event of the Buyer returning or failing to accept any delivery of the Goods in accordance with the
Contract, the Seller shall be entitled at its option either to deliver and invoice the Buyer for the balance of the
Goods then remaining undelivered, or to suspend or cancel further deliveries under the contract. The Seller
shall be entitled to store at the risk of the Buyer any Goods which the Buyer refuses or fails to accept and the
Buyer shall in addition to the invoice price pay all costs of such storage and any additional costs carriage and
loss incurred as a result of such refusal or failure.
8. RISK AND TITLE
A) When the Contract is delivered Buyers works risk in the Goods shall pass to the Buyer upon delivery to the
premises nominated by the Buyer. In all other cases the Goods shall be deemed delivered and the risk therein
to have passed to the Buyer upon transfer to the Buyers own transport or to the Carrier named by or arranged
on behalf of the Buyer.
B) Title to the Goods shall not pass to the Buyer until payment in full of all sums due under the Contract has
been made. Until such payment the Buyer has possession of the Goods as bailee for the Seller only and shall
not without the Seller’s consent in writing use, dispose of, charge or otherwise deal in the Goods in any way
inconsistent with that relationship.
C) The Seller reserves the right to repossess the goods (including if necessary demounting any goods which
may have been installed) in respect of which or part of which payment is overdue and thereafter to resell the
same and for this purpose the Buyer hereby grants an irrevocable right and licence to the Seller’s servants and
agents to enter upon all or any of its premises with or without a vehicle during normal business hours. This right
shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice
to any accrued rights of the Seller thereunder or otherwise.
D) Until the Seller has been paid in full for the Goods and title has passed to the Buyer the Buyer shall store the
Goods for the Seller in a proper manner and separately from its own goods or those of any third party and will
ensure that the Goods remain clearly identifiable as the property of the Seller and will insure the Goods for the
full replacement value thereof for the benefit of the Seller and will on request provide proof of such insurance
noting the Seller’s interest.
E) If the Buyer is a Company it must give fourteen days’ notice to the Seller before applying to the Court for the
appointment of an Administrator. The Buyer will not be entitled to remain in possession of the Seller’s Goods
from the date of notice and the appointment of an Administrator without giving notice shall be deemed to be a
fundamental breach of contract.
F) The Seller will be entitled to maintain an action for the price of any Goods notwithstanding that title in them
has not passed to the Buyer.
A) The Seller shall not be liable to the Buyer
i) For shortages in quantity delivered or damage to or loss of the Goods or any part thereof in transit unless the
Buyer shall notify the Seller (and where relevant the Carrier) of any such claim within 3 days of receipt of the
Goods or within a reasonable time after discovery where the shortage, damage or loss was not immediately
apparent on reasonable inspection.
ii) For non-delivery unless the Buyer shall notify the carrier and the Seller of any claim for nondelivery within 14
days of sending of the invoice/despatch note.
iii) For defects in the Goods caused by the act, neglect or default of the Buyer or any third party.
iv) For the quality fitness or suitability of the Goods for any particular purpose or use under specific conditions
unless specifically agreed and confirmed in writing.
v) For items which do not form part of the contract and technical information recommendations statements or
advice furnished by the Seller its employees or agents or given in writing to the Buyer before an order is placed
unless specifically agreed and confirmed in writing after the placing of the order.
B) Subject to paragraph A of this Condition, if the Goods or any of them are lost or damaged in transit the Seller
may at its option make good any shortage or non-delivery an/or as appropriate replace repair or procure the
repair of free of charge any Goods found to be damaged and in such event the time for delivery shall be
extended for such period as the Seller shall reasonably require for such replacement or repair. Save as provided
in this condition the Seller shall have no liability whatsoever to the Buyer for or in connection with any loss or
damage to the Goods in transit howsoever arising.
C) Subject to Paragraphs (A) and (B) of this condition the Seller’s total liability to the Buyer (including liability in
respect of its employees or agents or otherwise) shall be limited to the Contract price of the Goods sold and
services provided by the Seller and except for death or personal injury caused solely by the Seller’s negligence
and except also for warranty of title and quiet possession (subject to the Seller’s right to repossess as provided
in Condition 9 hereof) the sellers liability shall not extend to any other expenditure whatsoever and the Seller
shall not be liable for consequential loss or damage (including but not limited to loss of profit) howsoever arising.
D) The Seller’s prices are based on the limits of liability set out in these conditions. The Seller will if requested
accept a higher limit of liability subject to the availability of insurance cover. The costs of such insurance cover
shall be for the Buyer’s account.
New Goods refurbished by the Seller and Services supplied by the Seller are warranted against failure due to
poor workmanship or structural faults or assembly faults if assembly is carried out by the Seller or functional
faults for the period stated on the Seller’s quotation and order acknowledgement and is limited to Goods and
Services despatched to and which remain in the United Kingdom and the Republic of Ireland so long as the
Buyer informs the Seller in writing within the warranty period. If such a warranty claim by the Buyer is accepted
by the Seller the Seller will at their utmost discretion alter repair or replace defective parts at no cost to the buyer
provided always that no liability is accepted by the Seller as aforementioned
i) In respect of Goods and Services supplied to the Seller by sub-contractors or other suppliers save to the level
of warranty offered to the Seller by the sub-contractor or other suppliers.
ii) In respect of Goods and Services that have been altered repaired or replaced by parties other than the Seller
or without the Sellers approval.
iii) In respect of any Goods operated with lubricants not approved by the Seller.
iv) In respect of any fault or defect that arises from any use of the Goods that are not recommended by the
Seller or by negligent use of the Goods by the Buyer or failure to supervise or maintain the Goods or through
normal wear and tear of the Goods.
v) In respect of Goods that are supplied by the Seller as not refurbished. This means the Goods are supplied
strictly sold as seen and have not been refurbished examined nor tested and there is no guarantee that the
Good’s will satisfy the Buyer’s needs. An order will only be accepted by the Seller on receipt of a letter
acknowledging these terms.
Any parts replaced under warranty free of charge remain the property of the Seller. Any alteration repair or
replacement of parts under warranty do not extend the original warranty period under which claims can be made
under these conditions. Under no circumstances does the Seller accept liability for consequential loss or
damage (including but not limited to loss of profit) as a result of Goods malfunction or breakdown.
11. VARIATION AND CANCELLATION OF ORDERS
Orders and requests for the Goods and/or Services may not be varied, cancelled or suspended without the
Seller’s prior written consent. Cancellation or suspension of an order will be accepted only on the express
condition that the Seller shall be indemnified against all loss whatsoever incurred wholly or in part as a result of
the cancellation or suspension.
12. FORCE MAJEURE
The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a
direct or indirect result of the Seller being prevented, hindered or delayed in the performance of its obligations
under the Contract by reason of any act of God, war (whether declared or not), riot, strike, lock-out, trade
dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, drought, exercise of
governmental authority or legislation, difficulty in obtaining workmen, materials or transport or other
circumstances whatsoever outside the reasonable control of the Seller.
If any sum owing by the Buyer to the Seller is overdue under this or any other Contract or if the Buyer commits
any breach of the terms and conditions of the Contract or becomes insolvent or commits an act of bankruptcy or
enters into any arrangement or composition with its creditors or goes or is put into liquidation or if a receiver or
administrator is appointed over any part of the Buyer’s business the Seller may without prejudice to any rights
which may have accrued or which may accrue to it terminate the Contract order summarily by notice in writing
without compensation to the Buyer.
Failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract
shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement
thereof at any time or times thereafter.
No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach or of such
In the event that any of the Terms Conditions or Provisions hereof or of the Contract shall be determined invalid
unlawful or unenforceable to any extent such Term Condition or Provision shall be severed from the remaining
Terms Conditions and Provisions which shall continue to be valid to the fullest extent permitted by law.
Any notice or other document to be given herein shall be deemed to have been duly given if sent by registered
airmail, prepaid first class registered or recorded delivery post or facsimile transmission delivered to the party
concerned at its principal place of business or last known address. Notices sent by registered airmail and
prepaid first class registered or recorded delivery post shall be deemed to have been given five days after
despatch and notices sent by facsimile transmission shall be deemed to have been given on the day of
The headings of the terms and conditions contained herein or in the Contract are for convenience of reference
only and shall not affect their meaning or interpretation.
18. GOVERNING LAW
The Contract shall be governed by and construed and interpreted in accordance with the Laws of England. For
the purpose of settlement of any disputes arising out of or in connection with the Contract, the parties hereby
submit to be the jurisdiction of the English courts.