Conditions of Use

All Orders accepted by BBS Plumbing and Heating Supplies, henceforth referred to as the ‘Supplier’, and the individual, firm, company or other organisation hiring Hire Goods or purchasing Sale Goods, henceforth referred to as the ‘Customer’, are accepted subject to these terms and conditions which shall apply to every contract entered into by the Supplier unless a variation is expressly agreed in writing by a Director of BBS Plumbing and Heating Supplies.

These terms and conditions shall apply not with-standing any inconsistency between them and the terms and conditions of any form of contract sent by the Customer to The Supplier.

CLAUSE INDEX

1 HOW TO READ THESE TERMS
2 FORMING A CONTRACT

PART 1 TERMS APPLICABLE TO THE HIRE OF GOODS ONLY
3 HIRE OF GOODS
4 HIRE PERIOD
5 TITLE AND RISK OF HIRE GOODS
6 INSURANCE OF HIRE GOODS
7 DELIVERY AND COLLECTION OF HIRE GOODS
8 CARE OF THE HIRE GOODS
9 SERVICING OF THE HIRE GOODS
10 LOSS OR DAMAGE TO THE HIRE GOODS
11 TERMINATION OF THE HIRE PERIOD
12 REHIRE OF GOODS AND SERVICES
13 SITE LOCATION
14 ACCIDENTS

PART 2 TERMS APPLICABLE TO THE SALE OF GOODS ONLY
15 COLLECTION, DELIVERY, RETURNS AND CREDITS
16 CANCELLATION OF YOUR ORDER AND/OR GOODS
17 TITLE AND RISK

PART 3 TERMS APPLICABLE TO BOTH THE SALE OF GOODS AND THE HIRE OF GOODS
18 PRICE AND PAYMENT TERMS
19 TERMINATION AND SUSPENSION
20 LIMITATION OF LIABILITY
21 INTELLECTUAL PROPERTY INDEMNITY
22 FORCE MAJEURE
23 ANTI BRIBERY & CORRUPTION
24 CONFIDENTIALITY
25 DATA PROTECTION
26 ENVIRONMENTAL AND RECYCLING
27 ENTIRE AGREEMENT
28 THIRD PARTIES
29 GENERAL MATTERS
30 GLOSSARY

1. HOW TO READ THESE TERMS
1.1. In these Terms, words and phrases that start with a capital letter have the meanings set out in the Glossary at the end of these terms, in clause 30.
1.2. A reference to a “person” includes an individual or a business (however it is formed).
1.3. A reference to a piece of legislation (for example, an act of Parliament), should be interpreted as a reference to that legislation as amended or re-enacted. It also includes any subordinate legislation made under it.
1.4. Words and phrases such as “including”, “includes”, “for example”, “such as” and “in particular” should be interpreted as illustrative and are not intended to limit the description or list of words which follows.
1.5. In these Terms, “in writing” or “written” includes email but not fax.

2. FORMING A CONTRACT
2.1. If the Supplier accepts an order from the Customer (which we may do at our discretion) then a binding Contract between the Customer and the Supplier will come into existence.
2.2. Each Contract between the Customer and the Supplier shall incorporate the Order, these Terms and any agreed Special Terms. If there is any conflict or inconsistency between them, then they shall be interpreted in the following order of precedence: 2.2.1. the Special Terms; 2.2.2. these Terms; 2.2.3. the Customer’s Order.
2.3. Except as set out in clause 2.4, the terms of the Contract set out the entire agreement between the Customer and the Supplier shall apply to the exclusion of any terms and conditions that the Customer seeks to impose, or which could otherwise be implied by trade, custom, practice or course of dealing.
2.4. If the supply of Goods or Services to the Customer is in circumstances which would give rise to a Construction Contract within the meaning set out in Part II of the Housing Grants Construction Regeneration Act 1996 then in the event of a conflict the provision of that Act and the Regulations made under them shall prevail over these Terms to the extent necessary to give effect to that Act but not further or otherwise.
2.5. If the Supplier has given the Customer a quotation, estimate or similar (whether in writing or orally) then this is merely an invitation to do business and not an offer which is capable of being accepted by the Customer. However, if the Customer wishes to place an Order based on a quotation, estimate or similar then the Customer must state the date, the reference of that quotation or estimate and address for delivery and confirm they are happy with all goods chosen as this is our interpretation of details provided by the Customer and the Supplier cannot be accountable for errors within the specification. All non-stocked goods are deemed as specials and may incur a restocking Charge or be non-refundable and will be invoiced to the Customer for payment if not collected by or delivered to the Customer within 21 days of the Supplier receiving goods. Quotes are based on a Maximum of 1 Delivery to site unless otherwise stated. Prices are exclusive of VAT and are subject to supplier change.
2.6. Any samples, drawings, descriptive matter, particulars of weight and dimensions or advertising issued by the Supplier are approximate only and intended purely as an indication of the Goods and Services offered and shall not form part of the Contract.

PART 1: TERMS APPLICABLE TO THE HIRE OF GOODS ONLY

3. HIRE OF GOODS
3.1 The Supplier shall hire the Hire Goods to the Customer subject to the terms and conditions of the Contract.
The Supplier shall not, other than in the exercise of its rights under the Contract or any applicable law, interfere with the Customer’s quiet possession of the Hire Goods.

4. HIRE PERIOD
4.1. Where hire of the Hire Goods is to a Customer who is an individual (whether a consumer or otherwise) or relevant recipient of credit as defined under Article 60L of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 e.g. (a). a partnership consisting of two or three persons not all of whom are bodies corporate, or (b) an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership (‘Relevant Individual’), the Hire Period shall commence on the date specified out in writing by the Supplier (‘Hire Start Date’) and shall end on the earlier of (i) the date specified in the Commercial Terms Schedule; or (ii) the last day of the 3 month period commencing on the Hire Start Date (‘Option 1 Hire End Date’). For the avoidance of doubt, as the Hire Period to Relevant Individuals is no longer than 3 months, the hire of any Hire Goods is not covered by the Consumer Credit Act 1974.
4.2. Where the Customer is not a Consumer or classified as a Relevant Individual, the Hire Period shall commence on the Hire Start Date and shall end on the date specified in the Commercial Terms Schedule (‘Option 2 Hire End Date’).
4.3. On the Option 1 Hire End Date or the Option 2 Hire End Date (as applicable), the Customer shall: (i) physically return the Hire Goods into the Supplier’s possession; or (ii) make the Hire Goods available for physical repossession or collection by the Supplier in a location specified by the Supplier, as applicable.
4.4. For the avoidance of doubt, the Hire Period shall automatically end on the Option 1 Hire End Date or the Option 2 Hire End Date, as applicable and the Customer shall not be required to pay the Rental in respect of any period in which the Hire Goods are in the Customer’s possession or control outside the Hire Period.
4.5. Notwithstanding Clause 5.4, If any Customer fails to comply with its obligations in this Clause 5, then it shall be liable for any financial loss which this causes the Supplier and shall indemnify the Supplier in full and on demand in respect of any costs, liabilities, losses and expenses, including legal fees, incurred as a result.

5. TITLE AND RISK OF HIRE GOODS
5.1. Ownership of the Hire Goods remains at all times with the Supplier. The Customer has no right, title or interest in the Hire Goods except the right to possession and use of the Hire Goods subject to the terms and conditions of the Contract.
5.2. The Customer does not own the Hire Goods and must not attempt to handle any issues appertaining to ownership. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending. However, the Customer may re-hire the Hire Goods to a third party provided that it has the prior written consent of the Supplier.
5.3. Risk in the Hire Goods will pass immediately to the Customer when the Hire Goods leave the physical possession or control of the Supplier. For the avoidance of doubt, this applies at the point of delivery when the Customer signs for them and at the point of return when the supplier collects the Hire Goods or when the Hire Goods are returned and the Supplier has checked them for any damages or other anomalies.
5.4. The Hire Goods shall remain at the sole risk of the Customer during the Hire Period and any further term during which the Hire Goods is in the possession, custody or control of the Customer (‘Risk Period’) until such a time as the Hire Goods are redelivered back into the physical possession of the Supplier and have been physically inspected by the same.

6. INSURANCE OF HIRE GOODS
6.1. During the Hire Period and the Risk Period, the Customer MUST, at its own expense, obtain and maintain the following insurances:
6.1.1 Insurance of the Hire Goods to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Supplier may from time to time nominate in writing;
6.1.2 Insurance for such amounts as a prudent owner or operator of the Hire Goods would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Hire Goods; and
6.1.3 Insurance against such other or further risks relating to the Hire Goods as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Customer in writing.
6.1.4 Any insurance waivers and/or insurance that has not been provided by the Supplier to the Customer, irrelevant of whether the Customer is a Consumer or Business, must be clarified and agreed with the Supplier in advance of hiring.
6.1.5 The Customer’s responsibility for insuring the Goods starts at the point of collection or immediately after the Goods have been delivered by the Supplier. The Customer’s insurance shall remain in force until the Goods have been collected by the Supplier or returned to the Supplier during the Supplier’s working hours.
6.2 All insurance policies procured by the Customer shall be endorsed to provide the Supplier with at least twenty Business Days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on the Supplier’s request name the Supplier on the policies as a loss payee in relation to any claim relating to the Hire Period. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies. Any proceeds of any such insurance shall be paid to the Supplier on demand. The Customer must not compromise any claim in respect of the Hire Goods and/or any associated insurance without the Supplier’s written consent.
6.3 The Supplier may provide reasonably priced optional insurance to the Customer in respect of the Hire Goods at an additional cost to the Rental at its discretion and in accordance with separate terms and conditions.
6.4 The Customer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Hire Goods arising out of or in connection with the Customer’s possession or use of the Hire Goods.
6.5 If the Customer fails to effect or maintain any of the insurances required under this agreement, the Supplier shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
6.6 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.

7 DELIVERY AND COLLECTION OF HIRE GOODS
7.1 Unless otherwise agreed between the Supplier and the Customer in writing, it is the responsibility of the Customer to collect the Hire Goods from the Supplier, and return them to the Supplier at the end of the Hire Period.
7.2 If the Supplier agrees to deliver Hire Goods to and/or collect the Hire Goods from the Customer it will do so at its standard delivery cost, set out in the Commercial Terms Schedule.
7.3 The Supplier shall make the Hire Goods available for collection on the date agreed and at the place specified in the Commercial Terms Schedule, as may be amended from time to time by notice in writing from the Supplier.
7.4 If the Supplier agrees to collect the Hire Goods from the Customer, the Customer shall make the Hire Goods available for collection on the last day of the Hire Period and at the place agreed in writing with the Supplier. The Supplier will collect the Hire Goods within a reasonable time of the Hire Goods being made available for collection by the Customer. In accordance with Clause 5.3, the risk in the Hire Goods shall remain with the Customer and the Customer shall remain responsible and liable for any loss, damage or theft to the Hire Goods until the Hire Goods are collected by the Supplier. For the avoidance of doubt, if the Supplier does not agree to collect the Hire Goods in accordance with this Clause, the Customer shall deliver the Hire Goods to the Supplier at the place specified by the Supplier in the Commercial Terms Schedule, on the last day of the Hire Period during the Supplier’s business working hours.
7.5 Where the Customer is a Consumer, and the supply of Hire Goods is delayed by an event outside of the Supplier’s control then the Supplier will contact the Consumer as soon as possible and the Supplier will take steps to minimise the effect of the delay. Provided the Supplier does this, the Supplier will not be liable for delays caused by the event, but if there is a risk of substantial delay, the Consumer may contact the Supplier to end the Contract and receive a refund for any Hire Goods which have been paid for but not received.
7.6 If the Customer is a business, any dates quoted for delivery or collection of the Sale Goods by the Supplier are approximate only, and the time of delivery or collection will not be treated as time of the essence.
7.7 The Supplier shall not be liable for any delay in delivery of the Hire Goods that is caused by a Force Majeure event or the Customer's failure to provide the Supplier with adequate delivery or collection instructions or any other instructions that are relevant to the supply or collection of the Hire Goods.
7.8 The Customer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space, facilities, equipment and access to utilities for the Supplier’s employees, sub-contractors and/or agents to allow them to deliver or collect the Hire Goods.
7.9 If any of the delivery or collection of the Hire Goods are delayed, postponed and/or are cancelled due to the Customer failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, postponement and/or cancellation.
7.10 The Hire Goods supplied shall be deemed to be in good working order, notwithstanding any inherent faults not identifiable through reasonable examination at the time of delivery. Any issues with the Hire Goods supplied must be notified to the Supplier within 24 hours.
7.11 The Customer shall comply with all applicable legislation relating to the use of red diesel and shall not use red diesel in the Hire Goods unless a HMRC approved exemption applies (as set out in latest Excise Notice 75).
7.12 On receipt of the Hire Goods from the Customer at the end of the Hire Period, the Supplier shall carry out an inspection of the Hire Goods, to ensure that the Hire Goods do not contain any red diesel.
7.12.1 If the Supplier determines, in its discretion, that the Hire Goods do contain red diesel including trace elements or that any further use of the Hire Goods will be in breach of applicable legislation relating to the use of red diesel the Supplier reserves the right to charge the Customer: for the cost of draining and flushing the fuel system, as may be required to remove all traces of red diesel to ensure the Hire Goods are in a condition for use by other customers using only fully duty paid diesel/biofuels; and a refill charge of white diesel to fill the Hire Goods to full tank capacity.
7.13 The Customer hereby indemnifies the Supplier in full and on demand against any and all liabilities, costs, expenses, damages and losses (‘Liabilities’) suffered or incurred by the Supplier arising out of or in connection with any failure by the Customer to comply with Clause 8.11 and all relevant legislation, as updated from time to time, in relation to the use of red diesel in the Hire Goods, including but not limited to, liabilities related to the following:
any Hire Goods being impounded by HMRC;
7.13.2 any outstanding duty payments on the Hire Goods;
7.13.3 any other legal costs, transportation and other expenditure appertaining to the return of the Hire Goods where the Hire Goods have not been drained or flushed of red diesel to a traceability level accepted by HMRC.
7.14 The Customer will notify the Supplier immediately if the Hire Goods are seized or confiscated by any third party.

8. CARE OF THE HIRE GOODS
8.1 The Customer must:
8.1.1 not remove any labels from and/or interfere with or alter the Hire Goods, their working mechanisms, components or any other parts of them and shall take reasonable care of the Hire Goods and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Customer by the Supplier;
8.1.2 notify the Supplier immediately after any breakdown, loss and/or damage to the Hire Goods or of any other material matters relating to the Hire Goods;
8.1.3 take adequate and proper measures to protect the Hire Goods from theft, damage and/or other risks;
8.1.4 permit the Supplier at all reasonable times and upon reasonable notice to inspect the Hire Goods including procuring access to any property where the Hire Goods are situated;
8.1.5 keep the Hire Goods at all times in its possession and control and not remove the Hire Goods from the country where the Supplier is located without the prior written consent of the Supplier;
8.1.6 on the Supplier giving reasonable notice to the Customer, promptly permit or procure the right for the Supplier or its duly authorised representatives to enter the premises at which the Hire Goods may be located for the purpose of collecting the Hire Goods;
8.1.7 not without the prior written consent of the Supplier, attach the Hire Goods to any land or building so as to cause the Hire Goods to become a permanent or immovable fixture on such land or building. If the Hire Goods do become affixed to any land or building then the Hire Goods must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Hire Goods from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;
8.1.8 not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of the Supplier in the Hire Goods and, where the Hire Goods have become affixed to any land or building;
8.1.9 take all necessary steps to ensure that the Supplier may enter such land or building and recover the Hire Goods both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Hire Goods and a right for the Supplier to enter onto such land or building to remove the Hire Goods;
8.1.10 the Customer will not suffer or permit the Hire Goods to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Hire Goods are so confiscated, seized or taken, the Customer shall notify the Supplier and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Hire Goods and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
8.1.11 ensure that at all times the Hire Goods remains identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Hire Goods; and
8.1.12 not do or permit to be done anything which could invalidate the insurances referred to in the Contract.
8.2 The Hire Goods must be returned by the Customer to the Supplier in good working order and condition (fair wear and tear excepted) and in a clean condition together with all insurance policies, licences, registration and other documents relating to the Hire Goods.
8.3 The Customer shall be responsible for all expenses, loss (including loss of Rental) and/or damage suffered by the Supplier arising from any breakdown of the Hire Goods due to the Customer’s negligence, misdirection and/or misuse of the Hire Goods including any use of the Hire Goods otherwise than in accordance with the Supplier’s instructions.

9. SERVICING OF THE HIRE GOODS
9.1 The Customer shall be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Hire Goods required by any legislation, best practice and/or operating instructions.
9.2 The Customer will not do or omit to do anything which the Supplier has previously notified, failure to follow the Suppliers’ instructions will or may invalidate any policy of insurance related to the Hire Goods;
9.2.1 not continue to use Hire Goods where they have been damaged and notify the Supplier immediately and;
9.2.2 where the Hire Goods require fuel, oil and/or electricity to ensure that the proper type and/or voltage is used and that, where appropriate, the Hire Goods are properly installed by a qualified and competent person.
9.3 Take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Hire Goods are at all times safe and without risk to health when they are being set, used, cleaned or maintained by a person;
9.3.1 maintain at its own expense the Hire Goods in good and substantial repair in order to keep it in as good an operating condition as it was on the Hire Start Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Hire Goods.
9.4 Subject to Clause 9.1, the Supplier will at its own cost carry out all routine maintenance and repairs to the Hire Goods during the Hire Period and all repairs which are required due to fair wear and tear and/or an inherent fault in the Hire Goods. The Customer will be responsible for the cost of all repairs necessary to Hire Goods during the Hire Period which arise otherwise than as a result of fair wear and tear, an inherent fault and/or the negligence of the Supplier while carrying out routine maintenance and/or repairs.
9.5 The Customer must not repair or attempt to repair the Hire Goods or appoint any third party to repair the Hire Goods unless authorised to do so in writing by the Supplier.

10. LOSS OR DAMAGE TO THE HIRE GOODS
10.1 Notwithstanding Clause 9.3, if the Hire Goods are returned in damaged, unclean and/or defective state except where due to fair wear and tear and/or an inherent fault in the Hire Goods, the Customer shall be liable to pay the Supplier for the cost of any repair and/or cleaning required to return the Hire Goods to a condition fit for rehire and to pay the Rental, in accordance with the provisions of Clause 8.4, until such repairs and/or cleaning have been completed.
10.2 In respect of any Hire Goods which are lost, stolen or damaged beyond economic repair during the Hire Period the Customer will:-
10.2.1 for any Hire Goods less than twelve (12) months old from first registration pay to the Supplier the new replacement cost of the Hire Goods; and/or
for any Hire Goods more than twelve (12) months old from first registration, pay for the reasonable cost to replace the Hire Goods, as stipulated by the Supplier.
10.3 The Customer shall remain liable to pay the Rental for the Hire Goods up to and including the date it notifies the Supplier that the Hire Goods have been lost, stolen and/or damaged beyond economic repair.
10.4 In addition to the obligation in Clause 10.3 to pay the Rental, from the date the Customer notifies the Supplier that the Hire Goods have been lost, stolen and/or damaged beyond economic repair until the date the Customer makes a payment to the Supplier for the replacement of the Hire Goods in accordance with Clauses 10.2.2 and 10.3.
10.5 (“Lost Rental Period”), the Customer shall also pay, as a genuine pre-estimate of lost rental profit, a sum as liquidated damages being equal to two thirds of the Rental that would have applied for such Hire Goods during the Lost Rental Period.

11 TERMINATION OF THE HIRE PERIOD
11.1 This Clause is without prejudice to the termination rights set out elsewhere in these terms and conditions, including Clause 14.
11.2 Without prejudice to the Consumer’s right to terminate set out elsewhere in the Contract or by law (where applicable) the Hire Period has a fixed duration, then subject to the provisions of Clause 14 neither the Customer nor the Supplier shall be entitled to terminate the Contract before the expiry of that fixed period unless agreed with the other party.
11.3 If the Hire Period does not have a fixed duration either of the Customer or the Supplier is entitled to terminate the Contract upon giving to the other party a period of notice in accordance with Clause 11.4.
11.4 If no period of notice has been agreed or specified either party shall be entitled to terminate the hire of the Hire Goods by giving not less than 14 days’ notice to the other.
11.5 The rights set out in this Clause 11 are in addition to any rights the Customer may have under Clause 13 (and any other legal rights).
The Contract shall automatically terminate if a Total Loss occurs in relation to the Hire Goods.

12. REHIRE OF GOODS AND SERVICES
12.1 The Customer will not re-hire, sub-let, loan or permit any third party to have the use of any Hire Goods or any Services, unless it is with the prior consent of the Supplier.

13. SITE LOCATION
13.1.1 The Customer will provide the Supplier with full address and contact details for communications.
provide the Supplier with the location of the Hire Goods.
13.1.3 Not move the Hire Goods to another location without the consent of the Supplier.

14. ACCIDENTS
14.1 In the event of the Hire Goods being involved in an accident resulting in damage to the Hire Goods, an accident-causing property damage, actual bodily harm or fatalities that involve the Hire Goods, the Customer will immediately notify the Supplier by telephone or email within 24 hours of the said incident. In any situations where the insurance is not fully covered by the Customer’s own Policy, no admission of liability or payment should be agreed, without first consulting the Supplier.

PART 2: TERMS APPLICABLE TO THE SALE OF GOODS ONLY

15. COLLECTION, DELIVERY, RETURNS AND CREDITS
15.1. Unless the Supplier has agreed in writing to deliver the Goods to the Customer (in which case clause 15.2 applies), the customer agrees to collect the Goods from the Supplier’s Premises, within 21 days from the time the Customer is notified that the Goods are ready for collection. If the Customer fails to collect the Goods within 21 days then the Supplier may (at its option):
15.1.1. store the Goods and charge the Customer a fee for doing so; or
15.1.2. cancel the order; or
15.1.3 return the goods; or
15.1.4. book out the Goods to the Customer and invoice as chargeable if the goods were ordered in especially for the Order.
15.2. Where the Supplier has agreed to deliver the Goods to the Customer, then the Supplier shall do so at the Customer’s cost, using a delivery method chosen by the Supplier (at its own discretion) and to such address in the United Kingdom as is agreed between both parties or, if no such address is agreed, to any address of the Customer to which the Supplier has previously sent correspondence and/or Goods.
15.3. If the Supplier or its agents arrive at the delivery address as set out in clause 15.2 and are unable to deliver the Goods for any reason, then the Customer agrees to pay a reasonable additional charge for the Supplier to make an additional visit, as well as any costs incurred in storing the Goods.
15.4. If the Supplier has given an indication of dates or times for collection or delivery, then the Customer agrees that these are estimates only. Time is not “of the essence” in relation to the performance of any of the Supplier’s obligations under the Contract.
15.5. The Customer agrees that the Supplier will not be liable for any costs or losses (direct or indirect) that the Customer may incur as a result of any delivery or delays to delivery including (but not limited to) where this is caused by events, circumstances or causes beyond the reasonable control of the Supplier or by the Customer’s failure to give adequate delivery instructions. The extent of the Supplier’s liability to the Customer for any default or breach however arising shall not exceed the invoice valve of the goods save only that this clause shall not restrict the Supplier’s liability for death or personnel injury resulting from The Supplier’s negligence. The Supplier will not in any circumstances be liable to the Customer in respect of indirect or consequential loss suffered by the Customer or any customer of the Customer.
15.6. Delivery shall be deemed to have been completed when the first of the following take place:
15.6.1. The Goods are made available for unloading at the delivery address set out in clause 15.2;
15.6.2. The Goods are collected by the Customer or any person acting on the Customer’s behalf; or
15.6.3. The Goods are deposited at the delivery address set out in clause 15.2 notwithstanding that the Customer’s representative is not present at the time of the deposit.
15.7. The Customer agrees:
15.7.1. to inspect the Goods for damage or defects within 24 hours of deliver or collection; and
15.7.2. to inform the Supplier immediately if the Customer discovers that the Goods do not comply with the Order.
15.8. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

16. CANCELLATION OF YOUR ORDER AND/OR GOODS
16.1. Before the Supplier have informed the Customer that the Goods are ready for collection or delivery, the Supplier only permit the Customer to cancel or change an Order with the Supplier’s written permission in advance.
16.2. Where the Goods have already been collected or delivered, then the Supplier will only accept returns if:
16.2.1. the Supplier has agreed in writing;
16.2.2. the Goods are returned within three days of collection or delivery;
16.2.3. the Goods are new and unused;
16.2.4. all packaging is unmarked, unlabelled and undamaged;
16.2.5. the Customer provides the invoice number, date and reason for return; and
16.2.6. the Customer agrees to pay such reasonable restocking charge as the Supplier requires.
16.3 If goods are returned within three working days there will be no charge, however should the goods be returned after the three working days which necessitates the raising of a credit note the Supplier will charge a one-off administration fee of £5.00 whatever the value of the goods.
16.3. Where the Goods are faulty then the Supplier will only accept returns if:
16.3.1 the goods have been supplied within the last 12 months;
16.3.2 the Customer provides the invoice number, date and reason for return;
16.3.3 the goods are left in situ if they have been electrical installed and/or plumbed in so that they are ready for inspection by a supplier before being returned.
16.4 Where the Goods are faulty the Customer understands that they will be charged for replacement goods and that they will only be refunded when the goods have been returned to supplier and they have inspected, deemed faulty and a credit is issued to the Supplier.
16.5 Where the Customer is due a refund for return goods, the refund will only be processed if;
16.5.1 the Goods are new and unused;
16.5.2. all packaging is unmarked, unlabelled and undamaged or
16.5.3 the goods have been returned and the Supplier has been credited, less any restocking charges which the Customer will also incur in full. Please note, if the Supplier refuses return of the goods no refund will be issued.
16.6 It is the duty of the Customer to order the correct part. The Supplier shall deliver the product ordered and accepts no responsibility for inaccurate advice supplied by a third party to the Customer in the identification of the part required, whether through commercial recommendation or technical diagnosis.
16.7 No refunds on PCBs, Fans or Gas valves if the packaging is damaged or seals are broken regardless of time frame.

17. TITLE AND RISK
17.1. Risk in the Goods shall pass from the Supplier to the Customer on the completion of delivery or collection.
17.2. If the Customer is an incorporated entity or partnership with four or more partners, title to the Goods shall pass to the Customer only when they have:
17.2.1. paid for the Goods in full (in cleared funds);
17.2.2. paid for any other goods that have been supplied to the Customer under any contract.
17.3. If the Customer is any other type of business title to the Goods shall pass to the customer only when they have paid for the Goods in full (in cleared funds). Title to all other Goods supplied to the Customer will pass to the Customer, except that the Supplier will retain title to all Goods supplied to the extent that those Goods remain in the Customer’s possession or control and there are any outstanding liabilities to the Supplier at any time under any Contract.
17.4. Until title to the Goods has passed to the Customer, the Customer agrees:
17.4.1. to store the Goods separately from all other goods and in such a way (with appropriate labelling) that enables them to be readily identified as being the Supplier’s property;
17.4.2. to keep the Goods in a satisfactory condition and insure them for the full price against all usual risks such as accidental damage, fire and theft.
17.5. Subject to clauses 17.5 and 17.6, we permit the Supplier to sell the Goods in the normal course of your business but on the basis that the Supplier holds the proceeds of sale on trust for the Customer, and the Supplier shall account to the Customer for them.
17.6. the Supplier may revoke permission for the Customer to sell the Goods (under clause 17.4) immediately if:
17.6.1. the Customer is late in settling any of our invoices (under the Contract or any other contract between us) by more than 7 days;
17.6.2. any cheque or similar instrument from the Customer is not honoured; or
17.6.3. an Insolvency Event occurs.
17.7. Where the Supplier has revoked permission for the Customer to sell the Goods, then the Customer shall make the Goods available for the Supplier to collect and allow the Supplier to enter the Customer’s premises in order to do so, with no liability to account to the Customer for any damage that the Supplier may cause.

PART 3 TERMS APPLICABLE TO BOTH THE SALE OF GOODS AND THE HIRE

18. PRICE AND PAYMENT TERMS
18.1. The price for the Goods and Services shall be the standard list price for the Goods and Services at the date of collection or delivery (less any discount that have previously been agreed in writing), which (unless otherwise agreed) is exclusive of the cost of packaging, insuring, transporting or storing the Goods for which the Supplier may charge an additional amount. The Customer agrees that the Supplier may vary the price at any time up to the date of collection or delivery.
18.2. Unless otherwise expressly stated by the Supplier in writing, all prices are exclusive of VAT chargeable from time to time.
18.3. The Customer agrees to pay invoices in full (in cleared funds) within 30 days of the end of the month in which the invoice is dated.
18.4. If the Customer is an incorporated entity or a partnership with four or more partners, if the Customer is late in paying invoices, the Customer agrees to pay interest on the overdue amount and compensate the Supplier for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. This obligation applies whether or not the Supplier has obtained a court judgment against the Customer and is in addition to all other rights under these Terms or general law. If the Customer is any other type of business and are late in paying, the Supplier has legal rights to claim for losses and to claim statutory interest from the Customer.
18.5. In addition, as soon as the Customer is late in paying any invoices to the Supplier, then all other invoices outstanding (under all contracts) will become immediately and automatically due and payable and the Supplier will have a right to charge interest as described in clause 18.4.
18.6. The Customer agrees that if they wish to pay invoice(s) by credit card then the Supplier is entitled to add an invoice surcharge to reflect the administrative costs incurred in processing commercial credit card payments.
18.7. The Customer agrees to pay all sums due under the Contract in full and without any set-off, counterclaim, deduction or withholding.
18.8. The Customer agrees that the Supplier may use any payment made by the Customer to settle any of our outstanding invoices at the Supplier’s own discretion, even where the Customer has indicated that a payment relates to a specific invoice.
18.9 Payment shall be in pounds sterling.

19. TERMINATION AND SUSPENSION
19.1. In addition to any other rights that may be available (whether under these Terms or generally at law), the Supplier may terminate the Contract, in full or partially, or any other contract between the two parties, or stop performing the Supplier’s obligations under this and any other contract between the two parties if:
19.1.1. The Customer fails to pay on time any money that is owed to the Supplier (under this Contract or any other);
19.1.2. The Customer refuses to take delivery or collect any of the Goods as required by the Contract;
19.1.3. An Insolvency Event occurs;
19.1.4. The Customer breaches the Contract in any way;
19.1.5. The Customer refuses to permit or hinder performance of the Services.
19.2. The Supplier may terminate, in full or partially, or suspend its obligations under the Contract where they experience supply shortages. In such circumstances, the Contract shall be varied so that the Customer’s obligation to purchase Goods under the Contract shall remain binding to the extent that the Supplier is able to meet the Customer’s Order.
19.3. The Supplier will operate an overall exposure limit in relation to the Customer. This will be the maximum amount of unpaid for Goods or Services the Supplier will supply to the Customer. If the Customer reaches this limit, the Supplier may refuse to supply further Goods or Services to the Customer. The Supplier shall be entitled to require as a condition of resuming performance under this agreement the payment by the Customer of any or all of the sums that are owed by the Customer to the Supplier under any Contract.
19.4. If the Supplier suspends performance of its obligations because of any of the events specified in clause 19.1 and/or pursuant to clause 19.3, then the Supplier may require the Customer to make a pre-payment of any charges under the Contract or provide the Supplier with some other form of security as a condition of the Supplier resuming performance of its obligations. In addition, if any of the events specified in clause 19.1 occurs then the Customer agrees that the Supplier will have a general lien over all monies and other property of the Customer’s that are in the Supplier’s possession for any sums due to the Supplier from the Customer.

20. LIMITATION OF LIABILITY
20.1. Nothing in these Terms limits the Supplier’s liability for:
20.1.1. death or personal injury resulting from the Supplier’s negligence, or the negligence of the Supplier’s employees, agents or subcontractors;
20.1.2. fraud or fraudulent misrepresentation;
20.1.3. a breach by the Supplier of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
20.1.4. a breach by the Supplier of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
20.2. Subject to clause 20.1, the Customer agrees that its only remedy for:
20.2.1. a failure by the Goods to comply with the warranty in clause 20.1 is as set out in clause 20.2; and
20.2.2. a failure by the Services to comply with the warranty in clause 20.6 is as set out in clause 20.9, and the Customer agrees that it is therefore its own responsibility to obtain suitable policies to insure against any liability arising from the Customer’s use of the Goods and Services.
20.3. Except as set out in clauses 15.5 and 20.2, and subject to clauses 20.1, 20.2 and 20.4, the Supplier’s liability for all claims under a Contract shall be limited to the price of the Goods or Services to which the claim relates or, if higher, the amount of money that the Supplier is able to recover from the manufacturer of the relevant Goods (having deducted the Supplier’s costs of recovering that money).
20.4. the Supplier shall in no circumstances be liable to the Customer for:
20.4.1. any indirect or consequential loss;
20.4.2. actual or expected profit or savings;
20.4.3. loss of data;
20.4.4. loss of production;
20.4.5. loss of profit;
20.4.6. loss of or damage to goodwill;
20.4.7. loss of business, agreements or contracts;
20.4.8. any loss or damage arising out of the Customer’s special circumstances; and
20.4.9. any loss which would not have arisen if the Customer had complied with its obligations in clause 15.7.
20.5. The terms implied by sections 25 to 27 of the Sale of Goods Act 1979 and the terms implied by sections 15 to 17 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
20.6. This clause 20 shall remain in force even after the Contract has come to an end for whatever reason.
20.7. Any Original Equipment Manufacturer (OEM) part numbers provided by the Supplier are given as a reference only, and no inference or implication beyond that of a useful reference tool should be taken nor is intended.

21. INTELLECTUAL PROPERTY INDEMNITY
21.1. Where the Goods are manufactured or altered in any way (by the Supplier or on its behalf) in accordance with the Customer’s specification, direction or instructions, or where the Supplier provides Services in accordance with the Customer’s specification, direction or instructions, the Customer agrees to indemnify the Supplier and hold the Supplier (and each member of the Supplier’s Group) harmless against all losses (whether direct, indirect or consequential), damages, costs and expenses awarded against the Supplier or incurred by the Supplier and whether, wholly or partially, resulting directly or indirectly from any claim that the Supplier or any member of the Supplier’s Group have infringed the Intellectual Property Rights of any person.

22. FORCE MAJEURE
22.1. The Supplier shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of its obligations under the Contract where this arises wholly or in part from events, circumstances or causes beyond the Supplier’s reasonable direct control.

23. ANTI BRIBERY & CORRUPTION
23.1. The Customer shall not, and shall procure that its directors, employees, agents, representatives, contractors and sub-contractors shall not, engage in any activity, practice or conduct which would constitute an offence under any anti-bribery or anti-corruption laws, regulations and codes, including the Bribery Act 2010.
23.2. The Customer agrees that it has put in place adequate procedures designed to prevent any person working for or engaged by the Customer or any other person in any way connected to this Contract, from engaging in any activity, practice or conduct which would infringe any anti-bribery and anticorruption laws, regulations and codes, including the Bribery Act 2010.
23.3. Any breach by the Customer of this clause 23 entitles the Supplier to terminate the Contract by written notice with immediate effect.

24. CONFIDENTIALITY
24.1. the Customer agrees:
24.1.1. to keep Bristol Builders Supplies LTD Confidential Information, confidential and only disclose it to those of the Customer’s employees, agents, representatives and contractors who need to know it in order for the Customer to receive Goods and Services from the Supplier under the Contract;
24.1.2. On the Supplier’s request to promptly return to them all documents and other materials that they have provided to the Customer.
24.2. The Customer may disclose Bristol Builders Supplies LTD Confidential Information without breaching this clause if the Customer is required to by law, a court of competent jurisdiction or any governmental or regulatory authority, but the Customer agrees to tell the Supplier in advance.
24.3. This clause 12 shall remain in force even after the Contract has come to an end for whatever reason.

25. DATA PROTECTION
25.1. For the purposes of the Contract, the parties acknowledge that each party shall act in the capacity of Controller in relation to the Personal Data that it Processes and that neither party shall act in the capacity of a Processor in respect of Personal Data to which the other party is the Controller for the purposes of the Contract. Each party, when performing its obligations under the Contract, shall comply with its respective obligations under Data Privacy Laws.
25.2. The Customer agrees that they have obtained all necessary rights, permissions and consents prior to disclosing any Personal Data to the Supplier.

26. ENVIRONMENTAL AND RECYCLING
26.1. The Customer is responsible for dealing with all items of waste electrical and electronic equipment (“WEEE”) that the Supplier supplies to the Customer in accordance with the Waste Electrical and Electronic Equipment Regulations 2013, in particular as regards its treatment, recycling and environmentally sound disposal.

27. ENTIRE AGREEMENT
27.1. The Contract sets out the entire agreement between the Customer and the Supplier, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the two parties, whether written or oral, relating to its subject matter.
27.2. Both parties each acknowledge that in entering into the Contract the Customer and the Suppliers are not relying on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement based on any statement in the Contract.
27.3. Nothing in this clause shall limit or exclude any liability for fraud.

28. THIRD PARTIES
28.1. These Terms do not create any right or remedy enforceable by any person under the Contracts (Rights of Third Parties) Act 1999.

29. GENERAL MATTERS
29.1. Unless the Supplier has agreed in writing in advance, the Customer is not permitted to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of the Customer’s rights and obligations under the Contract.
29.2. Any notice required to be given in writing under the Contract shall be given by first class post addressed to the registered office of the party to whom it is sent. Notices may not be given by fax or email.
29.3. If any provision or part-provision of the Contract (including these Terms) is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
29.4. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
29.5. The Contract shall not create an agency or partnership between the Customer and the Supplier.
29.6. No variation of or addition to the Contract (including these Terms), whether written or oral, shall have effect unless and until agreed in writing by a duly authorised manager of both parties to the Contract.
29.7. The Contract and any dispute or claim under it (including non-contractual disputes and claims) shall be constructed according to and be governed by the laws of Scotland or the laws of England depending upon the location of the point of delivery and any dispute shall be referred to the Courts of Scotland or England accordingly.

30 GLOSSARY

30.1 In these conditions the following words have the following meanings:
“Conditions” is interchangeable with the words ‘terms and conditions’;
“Consumer” an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession;
“Commercial Terms Schedule” means the schedule or letter issued by the Supplier to the Customer, setting out the basic commercial terms agreed between the parties, such as any hire duration and/or delivery address;
“Contract” means an agreement which incorporates these conditions and the Commercial Terms Schedule, made between the Customer and the Supplier for the hire or sale of Goods;
“Customer” means the individual, firm, company or other organisation hiring Hire Goods or purchasing Sale Goods;
“Deposit” means any advance payment required by the Supplier in relation to the Hire Goods which is to be held as security by the Supplier;
“Force Majeure” means any event outside a party’s reasonable control, including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental actions and any other similar events;
“Goods” means any Machinery, Equipment, Product, Article, Tool, Digital Content and/or Device together with any Accessories specified in a Contract which are hired or sold to the Customer;
“Hire Goods” means any Goods which are hired to the Customer;
“Hire Period” means the period of hire, as set out in Clause 5;
“Hire Start Date’ means as defined in Clause 5.1;
“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
“Lost Rental Period” a length of time when the Supplier is unable to rent out the Hire Goods;
“Operator” a person who works the Hire Goods, who may also have been provided by the Supplier;
“Order” the Customer’s order for the purchase or hire of Goods, as applicable whether verbal or in writing;
“Rental” means the Supplier’s charging rate for the hire of the Hire Goods which is agreed at the start of the Hire Period;
“Parties” means the Supplier and Customer
“Sale Goods” means any Goods which are sold to the Customer;
“Specification” means the specification for the Goods supplied by the Supplier to the Customer in writing [referred to in the Commercial Terms Schedule];
“Supplier” means the business listed at the top of these Conditions and whose full details appear at the end of these terms;
“Total Loss” means the Hire Goods are, in the Supplier’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.

BBS Plumbing & Heating Supplies is the Trading Name of Bristol Builders Supplies Ltd.
Company Reg No. 277372 VAT No. 137 5865 38