Our Terms & Conditions

STANDARD CONDITIONS OF SALE

1. GENERAL

(i) These Conditions shall govern all transactions into which BDC enters with its Customers.
(ii) In these Conditions: 'BDC' shall mean BDC 2008 LIMITED and any of its subsidiary or associated companies; 'Customer' shall mean the other party to any quotation, offer, Order or contract with or by BDC; 'Goods' shall mean products manufactured or sold or services performed by BDC, or by the Customer; 'Invoice' shall mean the document despatched to the Customer requiring payment and containing specifically or by inference these Conditions; 'Proforma Invoice' shall mean an Invoice sent by BDC to the Customer requiring payment to BDC before despatch of the Goods; 'Order' shall mean the Goods requested by the Customer either by telephone, telex, telecopier or electronic mail or by post on the Customer's official Order form or company letterhead; 'Delivery Note' shall mean the document accompanying the Goods in their despatch and delivery from BDC, by BDC vehicle to the Customer and on which the Customer signs for receipt of Goods on delivery to him and which is then returned to BDC; Advice Note' shall mean the document accompanying the Goods in their despatch and delivery from BDC to the Customer either by BDC vehicle, post or carrier, and on which BDC lists the Goods despatched against the Customer's Order. 'Incoterms' shall mean the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract between BDC and the Customer is made. 'BDC Proprietary Product' shall mean products bearing the MICROMARK or other BDC trade mark and products manufactured by or on behalf of BDC for the Customer and bearing the Customer's trade mark or brand name.
(iii) No conditions or stipulations in or attached to any form of Order submitted by the Customer, or otherwise sought to be imposed by the Customer, and which are inconsistent with these Conditions or which purport to add to or modify them in any way shall have any effect.
(iv) No person in the employment of BDC or acting or purporting to act as an agent of BDC has the authority to accept Orders or supply Goods on any conditions other than these Conditions or to vary these Conditions in any way whatsoever, except by written agreement between the Customer and the Managing Director of BDC.
(v) No previous dealings or course of conduct between BDC and any Customer shall vary or replace or prevail over these Conditions in any circumstances.
(vi) No waiver by BDC of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
(vii) Any notice required or permitted to be given by either party to the other shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time be notified pursuant to this provision to the party giving notice, or by facsimile at the facsimile numbers of each party as may be notified by either party from time to time.
(viii) If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
(ix) Nothing in these Conditions or in the terms and conditions of any contract entered into by BDC with any of its Customers shall confer or purport to confer on any third party any benefit or right (including a right to enforce any of these Conditions or any term or condition of such a contract) which would otherwise be available under the provisions of the Contracts (Rights of Third Parties) Act 1999.

2. PRICES AND QUOTATIONS

(i) All prices listed in the BDC Times and FOSTER 5000 are correct at the time of publication of the current editions thereof. BDC will make all reasonable endeavours to ensure that Goods are available at these prices. BDC cannot be held responsible if supplies are unobtainable or otherwise unsaleable.
(ii) All quotations are made at current prices listed in the current editions of the BDC Times and FOSTER 5000 but such quotations are subject to alteration in accordance with prices current at the time of despatch of the Goods.
(iii) The prices quoted on Proforma Invoices are only valid for the period specified thereon. If no period is specified thereon then the prices quoted are valid until the end of the calendar month in which the Invoice was raised.
(iv) All prices quoted on Invoices including Proforma Invoices are subject to the addition of Value Added Tax at the rate current at the time of despatch.

3. PAYMENT AND SETTLEMENT TERMS

(i) Customers who wish to open credit facilities shall apply in writing to BDC quoting the credit limit required and the names and addresses of three current commercial references and one Bankers reference.
(ii) BDC retains the right to decline any application for credit facilities without giving any reason.
(iii) Credit accounts are subject to settlement by the Customer within one calendar month of the date of the Customer's monthly statement.
(iv) If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to BDC, all sums owed to BDC by the Customer, whether on any account whatsoever or otherwise, shall immediately become due and payable in full and BDC shall be entitled to : (a) cancel the contract or suspend any further deliveries to the Customer ; (b) appropriate any payment made by the Customer to such of the Goods (or Goods supplied under any other contract between BDC and the Customer) as BDC may think fit (notwithstanding any purported appropriation by the Customer) ; and (c) charge the Customer interest (both before and after any judgment) on the amount unpaid at such rate as may be permitted by law from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). (v) If the Customer has no credit account, BDC will accept payment from the Customer by cash (or in the case of United Kingdom Customers only, cheque, Company Barclaycard, or Visa/Mastercard), banker's draft, or letter of credit, and the Customer shall (unless otherwise agreed by BDC) pay the price of the Goods (without any deduction) on collection of the Goods from the BDC or if the Goods are delivered by BDC, within seven days of the date of BDC's invoice. (vi)The time for payment of the price shall be of the essence of the contract and BDC shall be entitled to sue for the price of the Goods, notwithstanding that delivery may not have taken place or that the property in the Goods has not passed to the Customer. (vii) Cheques should be made payable to BDC LIMITED. (viii) Where a cheque is offered by the Customer in payment for Goods, BDC reserves the right to delay the despatch of the Goods pending the clearance of that cheque. (ix) BDC does not give any discount for prompt or early payment of Invoices or monthly statements. (x) The Customer shall not withhold payment on account of any claim the Customer may have against BDC.

4. RETENTION OF TITLE

(i) The Customer acknowledges that before entering into an agreement for the purchase of any Goods from BDC he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or, being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, administrative receiver, or liquidator, to petition for winding-up of the company or exercise any other rights over or against the company's assets.
(ii) Goods the subject of any agreement by BDC to sell, (which expression means, without limitation, any Order) shall be at the risk of the Customer as soon as they are delivered by BDC to his vehicles or his premises on his instructions, and the Customer shall insure such Goods against loss and damage naming BDC as loss payee and shall produce to BDC evidence of such insurance on request.
(iii) Such Goods shall remain the sole and absolute property of BDC as legal and equitable owner until such time as the Customer shall have paid to BDC the agreed price together with the full price of any other Goods the subject of any other contract with BDC, and BDC may reclaim such Goods as soon as the payment for them becomes overdue, without having to rescind the contract with the Customer.
(iv) In order to protect BDC's interest in Goods for which payment in full has not been received, the Customer shall, if called upon so to do, register a charge in favour of BDC on such Goods or a floating charge in favour of BDC on the Customer's business.
(v) The Customer acknowledges that he is in possession of Goods solely as bailee for BDC until such time as the full price thereof is paid to BDC together with the full price of any other Goods the subject of any other contract with BDC.
(vi) Until such time as the Customer becomes the owner of the Goods, he will store them on his premises separately from his own Goods or those of any other person and identify them by suitable marking or labelling as the Goods of BDC and will take all necessary steps to fully protect the interest of BDC in such Goods. (vii) The Customer shall not cause or permit any of BDC's Goods to be incorporated in or affixed to any building until the Customer
(viii) The Customer's right to possession of Goods for which payment in full has not been received shall cease in the event of his insolvency. BDC may, in such event, stop the Goods in transit after parting with possession of them or, for the purpose of recovery of its Goods, enter upon any premises where they are stored or where they are reasonably thought to be stored and may re-possess the same.
(ix) Until such time as the Customer becomes the owner of the Goods and subject to the terms hereof, the Customer is licensed by BDC to process the said Goods in such fashion as he may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other article or item whatsoever containing any part of the said Goods shall be separately stored and marked so as to be identifiable as being made from or with the Goods which are the property of BDC.
(x) If Goods which are the property of BDC are admixed with Goods which are the property of the Customer or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of BDC. If Goods which are the property of any person other than the Customer are processed with or incorporated therein the product thereof shall become or shall be deemed to be owned by BDC in common with that other person. (xi) There shall be no sale by the Customer of any of BDC's Goods or any interest therein in any Goods produced with or from BDC's Goods as described in clauses (viii) and (ix) unless: (a) it is a bona fida sale to an independent party affected in the normal course of business it being agreed that in exercising such power of sale the Customer shall (as between the Customer and BDC) effect such sale as agent for BDC. If such sale by the Customer is on credit, the Customer shall inform such independent party that the Goods remain BDC's property until the price thereof has been fully paid to BDC, and the Customer shall be deemed to have assigned his claim against such independent party to BDC to the value of the price not yet paid to BDC. (b) the Customer agrees to indemnify BDC for any liability incurred by BDC as principal. (c) the Customer shall forthwith on receipt of the entire proceeds of such sale (`the proceeds') account to BDC for the price payable to BDC for such Goods of BDC and any other costs of carriage, insurance or other costs borne by BDC in respect thereof. (d) the Customer shall, until receipt by BDC of the proceeds, hold the proceeds in trust for BDC and pay the proceeds into a bank account in the name of BDC and the Customer shall not credit any monies other than monies received on the sale of such Goods of BDC to such account or draw on such account except for the purpose of paying BDC the price payable as described in subclause (c) above and no other funds shall be credited to such account. The interest accrued to such account shall be paid to BDC. (e) if the Customer has not received the proceeds he shall, if called upon so to do by BDC, within seven days thereof, assign to BDC all rights against the person or persons to whom he has supplied any producy, article or item made from or with BDC's Goods.

5. ORDERS

(i) BDC trading policy is only to supply bona fide trade Customers against official Customer Orders. The proper control and authorisation of official Orders is deemed to be the responsibility of the Customer. BDC cannot accept any liability for either the incorrect use or abuse of Customer official Orders.
(ii) BDC reserves the right, at any time and without explanation, to: (a) refuse to accept an Order. (b) cancel an Order. (c) suspend deliveries against an Order whether or not an account is in arrears. (d) refuse cancellation of an Order. (e) cancel unexecuted installments of an Order.
(iii) No variation of an Order will be recognised unless otherwise agreed by BDC in writing. (iv) Written confirmation from a Customer or any Order made by him by telephone must be received by BDC within three days of the telephone call, and must be clearly marked as confirmation of such Order, otherwise BDC cannot be responsible for duplication of the Order.
(v) BDC retains the right to levy a handling charge, equal to 20% of the contract price, where a Customer cancels an Order.
(vi) When a Customer requests modifications to a standard BDC Proprietary Product, or requests that a new product be produced under any brand name, then the following terms apply in addition to all the rest of these conditions: (a) the Customer will submit detailed specifications of the modifications or new product required. (b) BDC will manufacture the new or amended product using reasonable care but shall not be liable in respect of any defect in any such product. (c) the Customer will indemnify BDC from and against all costs, claims, losses or damages whatsoever arising by virtue of any defect in any such product save where such a defect is directly attributable to BDC's manufacture without reasonable care. (d) the Customer warrants that it is the owner of the brand name under which the new product is produced or is duly licensed and authorised to use such brand name and will indemnify BDC against all and any loss, costs, claims and expenses arising from the use of such brand name.
(vii) Where Goods are supplied at the Customer's Order specially from BDC's own or supplier's works, BDC will require a non-refundable deposit from the Customer and BDC will only accept such Order on the understanding that under no circumstances will such Order be cancelled by the Customer. BDC reserves the right to pass on to the Customer any carriage charges incurred by BDC in obtaining a special Order from BDC's own or supplier's works.

6. GUARANTEES, WARRANTIES AND LIMITATION OF LIABILITY

(i) Except as otherwise provided under these Conditions, BDC gives no guarantee or warranty in respect of Goods supplied by BDC in addition to that given by the manufacturer of such Goods, and accepts no liability and gives no warranty in relation to defects in such Goods, and in particular, but without prejudice to the generality of the foregoing, BDC does not accept any liability in respect of fitness for purpose, quality or merchantibility of such Goods, whether express or implied, statutory or otherwise. The term "satisfactory quality" implied under the Sale and Supply of Goods Act 1994 in contracts for the sale of goods shall be expressly excluded from all such contracts which BDC enters into with its Customers.
(ii) BDC will within its absolute discretion repair or replace any BDC Proprietary Product (or refund the purchase price thereof) which is defective in materials or workmanship at the time of delivery, provided that: (a) such defect would not have been apparent on inspection, and; (b) notice has been given of such defect within 14 days of the date by which the purchaser could first reasonably have ascertained that such defects existed and within two calendar months after delivery; and (c) the Customer or end-user has not dealt with the goods in such a way as to render their condition worse that when they were delivered.
(iii) All descriptions, weights and dimensions issued by BDC are approximate only and are intended only to present to indending Customers a general description of the Goods to which they refer, and no warranties or representations are given or should be inferred therefrom.
(iv) Variations of colour, finish, materials and all other aspects of appearance may occur from time to time in BDC Proprietary Product either through unavailability of materials or due to BDC's policy of continuing product development.
(v) BDC shall not be liable for failure to comply with any standards or regulations required by law (''the Legal Requirements'') in respect of Goods supplied by BDC or for indirect or consequential loss or damage (including recall costs and losses due to downtime and delays) arising from such Goods.
(vi) Without prejudice to the operation of any other Conditions herein any liability of BDC in respect of any defective BDC Proprietary Product shall be limited to, and not exceed a sum equal to the purchase price of that part of the Goods in respect of which the defect has occurred.
(vii) The Customer who purchases BDC Proprietary Product warrants that the Goods will not be sold or distributed or otherwise dealt with unless the Customer has first applied to the Goods such protective or other packaging and all such warnings, notices, statements or markings, and taken all such other precautions of whatsoever nature required by the Legal Requirements as are necessary and appropriate to preclude the making of any legal claim or prosecution on the grounds of absence of the Legal Requirements by any person who may use or consume or be affected by the Goods. The Customer shall fully indemnify BDC against all claims, proceedings, costs and expenses in respect of any loss or damage whatsoever nature suffered by BDC or by any employee, former employee, beneficiary or contingent beneficiary of BDC or of any other person or institution arising from any breach of this warranty or the use of misuse of the Goods by the Customer or the Customer's employee, former employee, agent or sub-contractor. The Customer shall effect appropriate insurance cover against all liabilities that may arise under the terms of this indemnity and shall provide BDC with a certificate or other evidence of such insurance cover.

7. CARRIAGE, DELIVERY AND COLLECTION

(i) BDC reserves the right to charge carriage on deliveries as appropriate.
(ii) Delivery and collection dates and times are given in good faith by BDC to indicate estimated delivery or collection dates and times but shall not amount to any contractual obligation to deliver or make available for collection at the dates or times stated in any communication by and on behalf of BDC.
(iii) Where Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by BDC to delivery any one or more of the installments in accordance with these Conditions or any claim by the Customer in respect of any one or more installments shall not entitle the Customer to treat the contract as a whole as repudiated.
(iv) BDC shall not be liable for direct or consequential loss or damage arising from delay in delivery of the Goods or delay in their availability for collection or delay or failure in performing any of BDC's obligations under these Conditions of Sale, including without prejudice to the generality of the foregoing any delay or failure due to an Act of God, war, civil disturbance, strikes, lock-outs, or any act or cause outside BDC's control.
(v) The Customer shall: (a) check all Goods delivered by or on behalf of BDC and sign the Delivery Note for the Goods at the time of delivery; (b) mark any discrepancies between Goods Ordered and Goods delivered on the Delivery Note prior to signing; and (c) refuse any Goods found to be damaged and mark the Delivery Note accordingly.
(vi) Any claims over damaged Goods or discrepancies between the Goods listed on the Advice Note and the Goods delivered to the Customer must be submitted to BDC with full particulars of the Order, the Delivery Note, the Advice Note, and other relevant information in writing within two days of delivery, failing which BDC cannot accept liability. The submission of a claim within this time limit does not necessarily mean that BDC will accept liability in relation to such claim. A Delivery Note signed 'unexamined' is not sufficient to uphold a claim.
(vii) BDC shall not be liable for any loss resulting from the Customer's failure to comply with the requirements, conditions or regulations of the Post Office or an independent carrier appointed to transport the Goods.

8. RETURNS

(i) No Goods may be returned by a Customer without BDC's prior consent.
(ii) Goods returned for credit must be accompanied by an Advice Note quoting the number of BDC's Invoice against which the Goods were originally supplied, and the reason for return. has paid BDC in full for all such Goods.
(iii) If items are returned for no good reason BDC will make a re-stocking or handling charge to the Customer.
(iv) No liability can be accepted for loss of or damage to Goods returned by the Customer without BDC's prior consent.
(v) If there is any discrepancy between Goods advised as returned and the actual Goods received, BDC will only credit the Goods actually received.
(vi) Boxes, cases and pallets that have been charged to the Customer will be credited in full when returned to BDC's despatching depot in good condition, carriage paid, within fourteen days from the date of BDC's Invoice. Drums will be charged according to manufacturers' schedules.

9. COPYRIGHT

The copyright and all other intellectual property rights in all articles, lists, drawings, descriptions and other information produced by BDC in the BDC Times, FOSTER 5000 or elsewhere shall remain the property of BDC and the Customer shall fully indemnify BDC from and against all costs, claims, losses or damages whatsoever arising by virtue of any infringement of any such intellectual property rights.

10. CONFIDENTIALITY

BDC and the Customer each agree to keep confidential all information relating to the business, policies, accounts, activities of whatever nature, of the other, where such knowledge is received in the course of transactions between the parties, save only where disclosure of such information is required by law. Neither party shall divulge to any third party any information whatsoever relating to the other party, save only where such information is required by an employee or agent for the purposes of carrying out the obligations under these Conditions of Sale or disclosure thereof is required by law.

11. DATA PROTECTION ACT 1998

We will monitor and record information relating to your trade credit performance and such records will be made available to other organisations to assess applications for credit.

12. LAW

These Conditions are subject to and shall be construed in accordance with English law, and the parties submit to the non-exclusive jurisdiction of the English courts. BDC 2008 Ltd., Devonshire House, 550 White Hart Lane, London N17 7RQ BDC all rights against the person or persons to whom he has supplied any product, article or item made from or with BDC's. Tel: 020-8881 2001 Fax: 020-8889 6952