Baines Simmons General Terms and ConditionsTerms and ConditionsBaines Simmons Limited reserve the right to change the Terms and Conditions at any time without notice. By using, or continuing to use, the site or its associated materials, you agree to abide by all of the terms and conditions set forth herein. If you do not wish to be bound by the Terms and Conditions, please do not use this website.
Limited LicenseYou agree not to interrupt or attempt to interrupt the operation of the site in any way. Subject to the terms and conditions set forth herein, Baines Simmons Limited grants you a non-exclusive, non-transferable, limited right to access and use this site and the materials thereon. The names, trademarks, service marks, and logos of Baines Simmons Limited appearing on this site may not be used in any advertising, publicity, or otherwise, to indicate Baines Simmons Limited’s sponsorship or affiliation with any product or service, without Baines Simmons Limited’s prior written permission.
Copyrighted MaterialBaines Simmons Limited’s website is protected by copyright as a collective work or compilation under the copyright laws of the United Kingdom and international copyright laws. All individual articles, content and other elements are also copyrighted works. You must abide by all additional copyright notices or restrictions contained herein.
Just as Baines Simmons Limited requires users to respect our copyrights, we respect the copyrights of others. If you believe in good faith that your copyrighted work has been reproduced on our site without your authorization, please notify us via e-mail at email@example.com or by writing to Baines Simmons Limited, 2 City Place, Beehive Ring Road, Gatwick, RH6 0PA, United Kingdom.
Training Content and Support DocumentationAll intellectual property rights including copyright shall vest in and remain the absolute property of Baines Simmons. Baines Simmons strictly provides no permission for all or any of its training content to be copied, shared, used or applied in any form for other training, promotional or commercial purposes.
DisclaimerWhile Baines Simmons Limited attempts to present accurate and reliable information on this site, Baines Simmons Limited does not warrant the accuracy, completeness, timeliness, or correct sequencing of the materials or the reliability of any advice, opinion, statement or other information displayed or distributed through the site. This site, the information and materials on the site, and the software made available on the site, are provided “as is” without any representation or warranty, express or implied, of any kind, including, but not limited to, warranties of merchantability, non-infringement, or fitness for any particular purpose. Use of such information is voluntary, and reliance on it is taken at your sole risk.
Baines Simmons Limited reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the site. Baines Simmons Limited may make any changes to the site, materials, products, programs, services, or prices (if any) described in the site at any time without prior notice. Baines Simmons Limited may terminate, change, suspend or discontinue any aspect of the Baines Simmons Limited site, including the availability of any features of the site, at any time. Baines Simmons Limited may also impose limits on certain features and services or restrict access to all or part of the site without notice or liability.
Reference therein to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by Baines Simmons Limited.
Baines Simmons Limited’s website links to other websites. Such external websites contain information created, published, maintained, or otherwise posted by institutions or organizations independent of Baines Simmons Limited. Baines Simmons Limited does not endorse, certify, approve, or control these external websites and does not guarantee their accuracy, completeness, efficacy, or timeliness. Further, references therein to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by Baines Simmons Limited.
Limitation of DamagesIn no event shall Baines Simmons Limited, its directors, employees or affiliates be liable for any direct, indirect, special, consequential, or other damages that are related to the use of, or the inability to use, the content, materials, and functions of this site or any linked web site, even if Baines Simmons Limited is expressly advised of the possibility of such damages. Further, our aggregate liability shall not exceed the total fees paid by you.
IndemnificationYou agree to indemnify and hold harmless Baines Simmons Limited, its directors, employees and affiliates from and against all losses, expenses, damages and costs, including reasonable legal fees, resulting from any violation of these Terms and Conditions, or the failure to fulfill any obligations relating to your account. We reserve the right to take over the exclusive defence of any claim for which we are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as is reasonably requested by us.
International UsersThis site is controlled by Baines Simmons Limited from its offices within the United Kingdom. You may not use the site, or export the materials, in violation of UK export laws and regulations. Baines Simmons Limited makes no representation that materials on this site are appropriate or available for use at locations outside of the United Kingdom. If you access this site from locations outside of the United Kingdom, you are responsible for compliance with all local laws.
JurisdictionThese Terms and Conditions shall be governed by the laws of the United Kingdom. Any cause of action must be brought in the law courts located in the United Kingdom, and you irrevocably consent to the jurisdiction of such courts.
EntiretyThese Terms and Conditions constitute the entire agreement between Baines Simmons Limited and you with respect to your use of the site. Any cause of action you may have with respect to your use of the site must be commenced within one (1) year after the claim or cause of action arises. If for any reason, a court of competent jurisdiction finds any provision of the agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible, so as to effect the intent of the agreement, and the remainder of this agreement shall continue in full force and effect. Our failure to enforce your strict performance of any provision of the agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.
BY USING THE SITE, YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS SET FORTH IN THIS NOTICE.
Baines Simmons Ltd. is registered in England & Wales at 2 City Place, Beehive Ring Road, Gatwick, West Sussex, RH6 0PA”
Reg No: 4295495
VAT No: GB771 9226 12
TERMS AND CONDITIONS – PUBLICATIONS1 DEFINITIONS
“the Company” means Baines Simmons Limited (registered in England and Wales 4295495);
“in writing” includes facsimile transmission, but not electronic mail.
2.1 These standard terms and conditions apply to all sales of goods by the Company to any purchaser (‘the Buyer’) and shall apply in place of and prevail over any terms, or conditions contained or referred to in the Buyer’s order or in correspondence or elsewhere or implied by any previous course of dealing between the parties unless specifically agreed to in writing by a director of the Company.
2.2 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer or commences manufacture of the Goods (as the case may be).
3 PRICES AND TERMS OF PAYMENT
3.1 Subject to Clause 3.2 below, the price payable for the goods shall be as agreed between the Company and the Buyer at the time of order and, unless specifically agreed in writing, does not include any charge for handling or delivering goods where delivery does not take place at the Company’s premises. Unless otherwise stated, the prices quoted are exclusive of VAT or import or export duties or any applicable similar or substitute tax or duty.
3.2 In the case of special orders by the Buyer, the Company shall make a quotation which is only intended to be valid for a thirty day or any other stated period and shall not constitute an offer and may be withdrawn or revised at any time prior to the Company’s acceptance of such special order from the Buyer. For the purposes of Clause 3.1 and of this Clause 3.2 acceptance shall be effective only if made on the Company’s printed form duly signed by an authorised representative of the Company.
3.3 Time is to be of the essence in relation to the Buyer’s payment obligations pursuant to this Clause 3 and to Clause 4 below.
3.4 All invoices shall be paid in full in cleared funds within 30 days of the date of the invoice, unless otherwise agreed in writing and shall be paid in £ sterling.
3.5 Interest shall be payable on overdue accounts at the rate of 3% per annum above the UK base rate prevailing at the time It shall accrue on a daily basis from the due date for payment until receipt by the Company of the full amount. The Buyer shall pay the interest together with the overdue amount.
3.6 Where the parties have agreed that payment shall be made by instalments, then in the event of failure to pay any instalment on the due date the full amount of the monies outstanding under the contract shall be payable forthwith.
3.7 The Company reserves the right to vary its credit terms at any time before delivery.
3.8 If for any reason the Company receives an amount other than in £ sterling, then if the amount received by the Company is less than the amount due in £ sterling the Buyer shall pay on demand an amount in the currency of invoice equal to the deficit.
3.9 The Company reserves the right, by giving notice in writing to the Buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions).
4.1 Delivery dates mentioned in any quotation, order or other document are approximate only and not of any contractual effect and the Company shall not be under liability to the Buyer in respect of any failure to deliver on any particular date or dates.
4.2 The Company will arrange for delivery of the goods at the Buyer’s expense and risk to the address notified to it by the Buyer. The Company will invoice the Buyer separately in respect of such delivery costs, and Clauses 3.4 and 3.5 above shall apply to the delivery charges.
4.3 If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery of the goods (including failing to supply any information or assistance necessary for the transportation or delivery of the goods within or through any territory) the Company shall be entitled to terminate the contract with immediate effect, to dispose of the goods as the Company may determine, and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure.
4.4 If the Company gives notice to the Buyer of its readiness to deliver, and the Buyer requests that delivery be suspended, delayed or made by instalments then the price of the goods (if not already due and payable) shall become due and payable on the date of such notice, and the Buyer shall pay the cost of storing the goods. Risk of damage to or loss of the goods shall pass on the date of such notice, but the Company reserves the right at its total discretion but at the Buyer’s expense, to arrange to insure the goods for at least the purchase price payable to the Company.
Subject to Clause 4 above, risk of damage to or loss of the goods shall pass upon shipment of the goods by the Company to the Buyer.
The Buyer is under a duty to inspect the goods on delivery or on collection by the Buyer or its agent as appropriate wherever it is reasonably possible to do so.
7.1 Ownership of the goods shall not pass to the Buyer until the Company has received in full (in cleared funds) all sums due to it in respect of the goods and all other sums which are or which become due to the Company from the Buyer on any account.
7.2 Until ownership of the goods has passed to the Buyer, the Buyer shall: hold the goods on a fiduciary basis as the Company’s bailee; store the goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property; not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and maintain the goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
7.3 The Buyer may resell the goods before ownership has passed to it solely on the following conditions: any sale shall be effected in the ordinary course of the Buyer’s business at full market value and the Buyer shall hold such part of the proceeds of sale as represent the amount owed by the Buyer to the Company on behalf of the Company and the Buyer shall account to the Company accordingly; and any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
7.4 The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Company.
8.1 The Company shall not be liable to the Buyer:
8.1.1 for damage to or loss of the goods or any part thereof in transit (whether the goods are carried by the Company’s own transport or by a carrier on behalf of the Company), short delivery (subject as provided in Clause 8 above) or defects discovered on inspection or which should have been reasonably apparent on inspection unless the Buyer notifies the Company of any such claim within 24 hours of delivery of the goods (except in relation to defects which would not be reasonably apparent on inspection, in which case the Buyer shall so notify the Company within 1 month of delivery) and if following such notification the Company agrees to accept liability under this Clause 11.1.1, its only obligation shall be to replace or repair any goods so damaged or lost as appropriate and/or to refund the cost of such goods to the Buyer;
8.1.2 for defects in the goods caused by fair wear and tear, abnormal conditions of storage or use or any act, neglect or default of the Buyer or of any third party.
8.2 If the Buyer requests goods to be supplied or manufactured in accordance with any industry, standard or quality requirement then the Company will only do so if it has agreed in writing to do so in connection with the particular order.
The Buyer shall meet the cost of any special packaging requested by the Buyer or any packaging rendered necessary by delivery by any means other than the Company’s normal means of delivery.
10 FORCE MAJEURE
10.1 The Company 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 supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control including without limitation act of God, act of terrorism, war, riot, strike, lockout, customs or border delays or disputes, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, epidemics or similar events or natural disasters, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials therefor by the Company’s normal source of supply or the manufacture of the goods by the Company’s normal means or the delivery of the goods by the Company’s normal route or means.
10.2 If the Company is prevented by an event of force majeure from fulfilling its contractual obligations, it shall notify the Buyer of the fact in writing within 10 days of the due date for delivery. If the event of force majeure is continuing 3 months after the date of such notice, either party may give written notice to the other terminating the contract forthwith, provided that the event of force majeure subsists at the time the notice is received by such other party.
10.3 The Buyer’s only entitlement in such circumstances shall be to a refund in respect of any payment which it has already made on account of the price, subject to the deduction of any sums due to the Company.
10.4 If due to such circumstances or events the Company has insufficient stocks to meet all its commitments the Company may apportion available stocks between its customers at its sole discretion.
11 CANCELLATION OF ORDERS
Contracts may be cancelled only with the Company’s prior written consent and subject to the Buyer indemnifying the Company in full for any losses incurred by the Company in respect of such cancellation.
If the Buyer:
12.1 (being an individual) enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if a receiving order is made against him or any similar proceedings, arrangements or act are commenced, made or carried out in any jurisdiction; or
12.2 if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purposes of a bona fide amalgamation or reconstruction) or the Buyer enters into a voluntary arrangement or compounds with its creditors or if a receiver or administrator is appointed over all or any of the Buyer’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding-up order or any similar proceedings, circumstances, arrangements or appointments are commenced or made or arise in any jurisdiction if the Buyer takes or suffers any similar or analogous action in consequence of debt; or
12.3 commits any material breach of this or any other contract between the Company and the Buyer which is unremediable (or, being remediable, has not been remedied by the Buyer within 7 days of receiving notice from the Company requiring remedy), then the Company may treat the contract as being at an end, but without prejudice to any liability of the Buyer to pay all sums due to the Company at the time of termination.
13 THIRD PARTY ENFORCEMENT
A person who is not a party to any contract for the purchase of goods has, unless specifically envisaged hereby or it is not permissible to exclude such rights, no right to enforce any provision of any order or these conditions.
No waiver by the Company of any breach hereof shall be construed as a waiver of any subsequent breach of the same or any other provision.
If any provision hereof is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions hereof (including the remainder of the provision in question) shall not be affected.
16 FURTHER CONDITIONS
Any additional conditions issued by the Company which accompany or are attached to these terms of business are deemed incorporated herein and in the event of conflict the provisions of such additional conditions shall prevail.
17 GOVERNING LAW/JURISDICTION
The parties to the contract irrevocably agree, for the sole benefit of the Company that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the contract or its subject matter or formation (including non-contractual claims). Nothing in this condition shall limit the right of the Company to take proceedings against the Buyer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
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