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Terms & Conditions

1. SCOPE OF CONDITIONS   These Conditions (subject to any variation permitted under Clause 1.2) contain the obligations between the Company and the Customer.
1.2:  No variation of these Conditions shall be binding unless made in writing and signed by a Director of the Company or shown on the face of the Form overleaf and signed by a Director of the Company. No other employee agent, distributor or representative has any authority to authorise any change in these Conditions on behalf of the Company and on behalf of the Company and on behalf of the Customer.
1.3:  Any concession made waiver or latitude allowed by the Company to the Customer shall not affect the strict rights of the Company under these conditions.  If in any particular case any of these Conditions shall be held to be invalid or shall not apply the remainder of these Conditions shall apply and shall continue in full force and effect.
2. QUOTATIONS   All quotations issued by the Company shall remain open for the Customer to place an order on the basis thereof thirty days after the issue but after the thirty day period has elapsed all quotations should be checked for validity.
3. ACCOUNTS:   The price of the Goods shall be due in full to the Company in accordance with these Conditions and the Customer shall not be entitled to exercise any set off, counterclaim, lien or any other similar right or claim.
3.1:  The Company may grant or refuse a credit account in its absolute discretion and will notify the Customer of its decision as soon as possible. The credit account facility only applies to orders above a certain value as may be laid down from time to time by the Company. The Company reserves the right in its absolute discretion to vary the said value and will on enquiry from the Customer inform the Customer of the sum currently in force.  All accounts are to be paid to the Company at 12-18 Summer Lane, Barnsley S70 6BN.
3.2:  If a credit account is granted payment is to be made within 30 days of the date of the invoice and shall be of the essence.  No settlement discount will be allowed in any circumstances.
3.3:  In the event of payment not being made in the said period an interest charge will be levied (without prejudice to any other rights which the Company may have) at 5% above the Yorkshire Bank Plc base rate from time to time in force on all moneys due to the Company until all moneys due under the particular contract are paid, and calculated on a daily basis.  The Company reserves the right to recover the costs and expenses of collecting overdue sums.
3.4:  The Company may in its absolute discretion and without assigning any reason therefor refuse or limit the amount of credit to be given to any Customer.
3.5:  The Company reserve the right to add to any account not paid within the terms of payment any costs incurred by the Company in instructing an agent or solicitor acting on their behalf in the recovery of the account. Providing such a term is included the Agency can be instructed in respect of both the overdue account and their charges for collection.
3.6:  The Company reserve the right to add to any account the costs of any charges made from the Bank in respect of dishonoured cheques or money orders etc.
4. MINIMUM CHARGE:   The Company reserves the right in its absolute discretion to supply Goods only in such minimum quantities and at such minimum charges as it may from lime to time decide.
5. PRICES AND TERMS:   The Company reserves the right to charge the prices ruling at the time of despatch.
5.1:  In the event of any import duty or tax being imposed by the state or country from which the constituents of the Company's Goods or packages during the currency of a contract or any export duty or tax being imposed by the British Government on any of the constituents of the Company's Goods are obtained then the Company may increase the invoice price by the amount of such duty or tax and the invoice price so adjusted shall be payable as if it were the original contract price.  All prices unless otherwise stated include packaging.
6. CANCELLATION OF CONTRACT:   Without prejudice to any other rights the Company may have under the, conditions, if the Company receives information which throws doubt on the credit worthiness of the Customer then the Company shall have the right to demand immediate payment of all outstanding invoices and to demand payment an account in respect of the orders which have been placed but for which no invoices have been submitted, and if no such payments are made in respect of such orders, the Company may at its absolute discretion without any liability whatsoever cancel any outstanding orders and recover any losses and expenses (including loss of profit) from the Customer.
7. FORCE MAJEURE:   The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of machinery or shortage or unavailability of raw materials from normal source of supply.
7.1:  The Company accepts no responsibility for losses resulting directly or indirectly from force majeure.
8. TITLE TO GOODS:   The title in all Goods delivered by the Company will remain vested in the Company and shall not pass to the Customer until the Customer has paid in full to the Company all sums owing by the Customer to the Company under or arising from any transaction or sale or on any account whatsoever.
8.1:  Until payment has been made in accordance with Clause 8 above the Customer will so keep the Goods that they can be clearly identified as the property of the Company and the Customer shall keep the Goods separate from other Goods and products purchased by the Customer from other suppliers.
8.2:  The Customer shall be entitled to sell the Goods for money to a bona fide customer in the normal course of business and deliver the same pursuant to such sale provided that the entire proceeds of sate thereof are held in trust for the Company and shall not be mixed with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the Company's monies.
8.3:  If the Customer does not pay for any Goods supplied by the Company in accordance with the terms of payment as set out in these Conditions. or if any of the events referred to in Clause 8.4 occur, the Company or its agents shall be entitled to enter upon the Customer's premises and take possession of any Goods, materials or products supplied to the Customer by the Company.
8.4:  Upon the levying of any distress or execution against the Customer or any of its assets or, the making of any composition or arrangement with its creditors or the appointment of a Receiver or an Administrator or Administrative Receiver of the Customer, or if a bankruptcy petition or petition for an administration order shall be presented against the Customer or a proposal is made for a voluntary arrangement, or the Customer applies for an interim order, or a petition for the winding-up of the Customer is presented and not withdrawn, all sums in respect of Goods delivered by the Company to the Customer or arising from or under any transaction sale or account whatsoever with the Company shall become due immediately and the Company may enter on the premises of the Customer to recover any Goods. materials or products in accordance with Clause 8.3.
8.5:  The Company may in its absolute discretion assign to any third party whatsoever any debt outstanding and due from the Customer and such assignment may take place without reference to the Customer.
9. DELIVERY:   The Company are responsible only for the delivery of goods to the designated delivery point. It is the Customer's responsibility to check that the goods received agrees with the consignment note, are undamaged and in good working order. A delivery note, signed by the Customer or his agents, signifies Customers agreement on these points.
9.1:  Any delivery date given by the Company is given in good faith but without prejudice to any responsibility on the Part of the Company and time shall not be the essence of the Contract.  Accordingly the Company shall not be under any liability for delay in delivery for any reason whatsoever whether or not the reason is beyond the Company's reasonable control, provided that if it is specifically agreed by the Company at the date of an order that time shall be of the essence for delivery and the Company fails to delivery on the due date, the Company's liability shall be limited to such liquidated damages as may he specifically agreed by the Company in writing at the time the order is accepted.
9.2:  All the Goods shall cease to be at the risk of the Company at the point when the Goods leave the Company's premises: thereafter all Goods shall be at the risk of the Customer.
9.3:  If the Customer fails to accept delivery or to collect the Company shall be entitled to store the Goods at the expense and risk of the Customer until the Customer collects or accepts delivery of the Goods.  If the Customer has not accepted delivery of the Goods 14 days after service of the Company's written notification that the Goods are ready for delivery, the Company may at its discretion and without prejudice to any other rights it may have, cancel the contract and resell the Goods and there shall be no liability whatsoever to the Company if the contract is cancelled in these circumstances but the Company shall be indemnified by the Customer for any losses and expenses (including loss of profit) thereby incurred.

10.NON-DELIVERY/SHORT DELIVERY/DAMAGE IN TRANSIT/QUALITY:
10.1:  The Company's prices are kept as low as possible and the circumstances of its business preclude full indemnity insurance being obtained at a price which would enable the Company to sell the Goods at a competitive price. Accordingly Customers are advised to check that they are covered by insurance against any loss or damage they may sustain. The Company does not include any reserve for potential liability.
10.2:  The Company shall not be liable for loss from package, or an unpacked consignment, or for damage unless such loss or damage is noted on the consignment note or delivery document and the Company is advised in writing (otherwise than on the consignment note or delivery document) within 3 days after the termination of transit in cases of outwardly non-visible loss or damage to unchecked Goods and full particulars of the claim are received in writing within 14 days after the date when the Goods are received at the Customer's premises.
10.3:  The Company shall not be liable for loss or non-delivery of the whole of the consignment or of any separate package forming part of the consignment unless the Company is advised of the loss or non-delivery in writing (other than on the consignment note or delivery document) within 14 days from the date when the Goods leave the Company's premises and any claim is made in writing within 21 days from the said date. For the purpose of this Condition in the computation of time where the period provided is 3 days or less. Saturdays, Sundays and Public Holidays shall not be included.
10.4:  The Company's liability in the event of a valid claim for non-delivery, partial loss or damage and in respect of Goods which the Company accepts are not of reasonable quality is limited to giving the Customer a reasonable credit or allowance in respect thereof (or at the option of the Company to replace the Goods) but in no circumstances whatever shall the maximum liability of the Company for Goods of poor quality or for non delivery, partial loss or damage exceed the value of the invoice (exclusive of Value Added Tax or other similar tax) of the Goods concerned. If any such credit or allowance is made or the Goods are replaced as aforesaid the Customer shall make no further claim against the Company in respect of the Goods or for any alleged consequential loss arising from their defective condition or from non-delivery, partial loss or damage.
10.5:  If Goods are accepted for return by the Company and upon a thorough examination by the Company the complaint is not upheld the Company may in its absolute discretion levy a restocking charge against the Customer and the proportion of carriage costs attributable to such Goods will not be refunded.
10.6:  Returns of damaged Goods or wrongly delivered Goods which have been agreed by the Company will only be accepted within two weeks following the Company so accepting in writing. All packaging must be returned without marks there upon.
11. RISK:   Goods supplied by the Company shall be at the Customer's risk immediately on delivery to the Customer or into custody on the Customer's behalf (whichever is the sooner) and the Customer should therefore be insured accordingly.
12. WARRANTY AND GUARANTEE:   Warranty will be in accordance with the guarantees issued by the manufacturer or installer concerned, providing that they comply with the current legislation on Fair Trading.
12.1:  Other than the warranty issued by the manufacturer or installer the Company gives no warranty or representation whatsoever relating to the Goods or any of them and none shall be implied in any contract entered into by the Company and any statutory condition or warranty or representation relating in any way to the subject matter of the contract is hereby excluded insofar as the same can be legally excluded.
12.2:  The Company shall not be liable to the customer for any loss of profit, actual, contingent or consequential losses, expenses or damages howsoever arising suffered or incurred by the Customer.
12.3:  The Company will not accept any liability for loss costs expenses damage or injury caused by a defect in any design or instructions provided by the Customer, incorrect use, or faulty fitting or incorrect fitting of the Goods, nor shall the warranty in Clause 12 apply in such circumstances. It is the Customer's responsibility to ensure that all its employees and other persons it controls or instructs and its own customers are familiar with and understand the instructions provided relating to the use and installation of the Goods.
12.5:  Because of the variety of possible uses for the Company's products and the continuing development of new uses, the purchaser should carefully consider the fitness and performance of the product for each intended use and the purchaser assumes all risks in connection with such use.  Seller shall not be liable for damages in excess of the purchase price of the product or for incidental or consequential damages.  All specifications subject to change without prior notice.
13. DESCRIPTIONS, CATALOGUES, PRICE LISTS ETC.:   All details, drawings, specifications. dimensions and other descriptions used by the Company in connection with the Goods are intended to be accurate but shall not import into the contract any condition or warranty in this respect. Furthermore no statement, description, information, warranty, condition or representation contained in any catalogue, price list, advertisement or communication whether written or made verbally by any agent, representative, employee or officer of the Company shall be construed to enlarge, vary or override in any way any of these Conditions.  The Company reserves the right in its absolute discretion at any time to make minor alterations to the specification in respect of the Goods.
14. NOTICE OF CONDITIONS:   The Customer undertakes and agrees to bring fully to the notice of all persons whatsoever with whom they may deal, the terms of these Conditions of Sale and will only sell the Goods to third parties or such others are as consistent with these Conditions.
15. BREACH: INSOLVENCY:   If the Customer shall make default in or commit a breach of this Agreement or of any other of its obligations to the Company whether under these Conditions or otherwise, or if any distress of execution shall be levied upon  the Customer's property or assets, or if the Customer  shall make an offer to make an arrangement or composition with its creditors or bankruptcy petition is presented against the Customer or if any interim order  shall be applied for or if the Customer is a limited company any petition or resolution to wind up such company shall be presented or passed, or if a Receiver or an Administrative Receiver or Administrator shall have been appointed or petition for an administration order is presented, the Company shall have the right forthwith at its discretion to terminate any contract then subsisting with the Customer and upon written notice of any such termination being given to the Customer, any such contract shall be deemed to be terminated without prejudice to any claim or rights the Company might make or exercise and the Company may recover all losses or damage resulting including loss of profit.
16. NOTICE:   Any notice to be given hereunder shall be deemed to have been given two days after it shall have been posted by the recorded delivery letter to the last known address of the Company or Customer as the case may be or twelve hours after the time of transmission by telex or facsimile. The Company and the Customer agree to give the other notice of any change of address or telex or facsimile details within seven days of such change taking place and if such notice is not given, then notices may be validly served at the last known address of the Company or the Customer as the case may be.
17. NO ASSIGNMENT:   The Customer hereby acknowledges that it cannot assign or subcontract its rights or obligations under this agreement.
18. JURISDICTION:   These Conditions and any contract of which they form a part shall in all respects be governed by English Law the Company and the Customer submit to the sole jurisdiction of the English Courts.
19. INDEMNITY:   The customer shall fully indemnify the Company against all losses, damages, costs, interest, claims, demands, fees and other expenses (legal or otherwise) the Company may occur in consequence of the Goods being (whether in whole or in part and directly or indirectly) involved in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the product the subject of such claim was directly caused by an act or omission of the Company.
20. VALUE ADDED TAX:   Where applicable Value Added Tax will be charged at the appropriate rate ruling at the time of delivery. Interim and final charges for installation will be subject to Value Added Tax, where applicable, at the rate ruling at the time of Invoicing and the date of completion respectively.
    
    DEFINITIONS IN THESE CONDITIONS:
    "the Company" shall mean Brook Office Supplies Limited
    "the Customer" shall mean the person, firm or company from
    whom an order for Goods is received by the Company
    "the Goods" shall mean anything supplied by the Company
    to the Customer including any services carried out for the Customer.