Sales Terms & Conditions
TERMS AND CONDITIONS – BRI-STOR SYSTEMS LIMITED, Vehicle Conversions including the fitment of decals
These Conditions are for the supply by Bri-Stor Systems of vehicle racking goods and ancillary equipment for vehicle conversion services, including decals and electrical, electronic and communications equipment to its business customers.
1 INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Bri-Stor: Bri-Stor Systems Limited, a company registered in England and Wales with Company Number 01680405 and VAT number GB705329156
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Change: an amendment to:
(a) the scope, nature, volume or execution of the Goods and/or Services under this Contract; or
(b) any other term of this Contract.
Change Control Procedure: the procedure for agreeing a Change, as set out in clause 15.
Conditions: these terms and conditions as amended by Bri-Stor from time to time or otherwise in accordance with clauses 15.4 or 24.8.
Commencement Date: shall have the meaning given to it in clause 3.2.
Contract: the contract between Bri-Stor and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm who purchases the Goods and/or Services from Bri-Stor as named on the Order. Customer Materials: any materials owned by the Customer, excluding Customer Vehicles and all Goods. Customer Vehicles: any vehicle owned by the Customer.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK (including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended), and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Deliverables: the deliverables set out in the Order produced by Bri-Stor for the Customer.
Delivery Location: has the meaning given in clause 5.1.2.
Force Majeure Event: has the meaning given to it in clause 23.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plan(s) or drawing(s), which is agreed in writing between the Customer and Bri-Stor.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: The Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form (including orders via online platforms) or the Customer’s written acceptance of Bri-Stor’s written Quotation, as the case may be.
Quotation: any written quotation issued by Bri-Stor to the Customer in respect of goods and/or services.
Services: the services, including the Deliverables, supplied by Bri-Stor to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by Bri-Stor to the Customer.
2 INTERPRETATION
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email.
3 BASIS OF CONTRACT
3.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
3.2 The Order shall only be deemed to be accepted when Bri-Stor issues written acknowledgment of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
3.3 If the Customer has an approved credit account with Bri-Stor, acceptance by Bri-Stor of any Order will be subject strictly to the Customer’s credit account not being overdue for any payment and Bri-Stor reserves all rights to reject any Customer Order at Bri-Stor’s discretion.
3.4 Any samples, drawings, descriptive matter or advertising issued by Bri-Stor and any descriptions of the Goods or descriptions of the Services issued or published by Bri-Stor are for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
3.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.6 Any Quotation given by Bri-Stor shall not constitute an offer, and is only valid for a period of one calendar month from its date of issue, unless otherwise specifically set out by Bri-Stor within the Quotation. Any delivery or performance dates outlined within a Quotation are provisional only.
3.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.8 All Goods Specifications and Services Specifications agreed in the Order shall be non-variable unless changed by Bri-Stor in accordance with these Conditions or by the Customer in accordance with clause 15.
3.9 Once an Order has been accepted by Bri-Stor, Order cancellations (in whole or in part) shall not be permitted without Bri-Stor’s prior written consent. In the event that a Customer wishes, and Bri-Stor agrees, to cancel all or part of any Order, the Customer shall:
3.9.1 return any Goods already received to Bri-Stor, at the Customer’s expense, within 28 days of receipt of the Goods; and
3.9.2 pay to Bri-Stor the sum equal to 20% of the price of the Goods (to which the cancellation applies), by way of restocking fee. Bri-Stor shall refund any sums received from the Customer in respect of the cancelled Order within 30 days of Bri-Stor issuing written consent to cancel the Order, less any sums payable by the Customer pursuant to clause 2.9.2. For the avoidance of doubt, Bri-Stor will only consider cancellations in respect of Orders for standard Goods. Bri-Stor shall not accept any cancellation request in respect of bespoke or special Goods or made-to order Goods Orders.
4 GOODS
4.1 The Goods are described in Bri-Stor’s catalogue (including Bri-Stor’s online and electronic catalogues), as modified by any applicable Goods Specification.
4.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify Bri-Stor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Bri-Stor arising out of or in connection with any claim made against Bri-Stor for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Bri-Stor’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
4.3 Bri-Stor reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and Bri-Stor shall notify the Customer in any such event.
4.4 Bri-Stor reserves the right to amend the Goods Specification in the event of a raw materials shortage so to replace any identified raw materials with a suitable alternative, provided that any substitution does not have a material impact on the Goods Specification.
5 DELIVERY OF GOODS
5.1 All Goods:
5.1.1 Bri-Stor shall ensure that each delivery of the Goods is accompanied by a delivery note.
5.1.2 Delivery and/or collection of the Goods shall be as agreed between the parties in the Order and, unless otherwise agreed between the parties, the Delivery Location and terms of delivery and/or collection shall be as determined in accordance with clauses 5.2.1 and 11.3.
5.1.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Bri-Stor shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Bri-Stor with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.1.4 If Bri-Stor fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Bri-Stor shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Bri-Stor with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
5.2 Supply-Only Orders (This clause applies to Supply-only Orders and not to Orders incorporating Bri-Stor’s fitting Services):
5.2.1 Unless otherwise agreed between the parties, Bri-Stor shall deliver the Goods to the location set out in the Order (Delivery Location) at any time after Bri-Stor notifies the Customer that the Goods are ready. If the parties agree (in the alternative) that the Customer shall collect the Goods from Bri-Stor’s premises (as set out in the Order), such collection location shall be the Delivery Location and the Customer shall collect the Goods from the Delivery Location within 5 Business Days of Bri-Stor notifying the Customer that the Goods are ready for collection.
5.2.2 Delivery of the Goods (for Supply-only Orders only) shall be completed on the completion of unloading (if delivered by Bri-Stor) or loading (if collected by the Customer) of the Goods at the Delivery Location.
5.2.3 On completion of delivery, the Customer (or any individual instructed to collect Goods on the Customer’s behalf) shall be required to sign a delivery note confirming that the Goods have been inspected by the Customer. For the avoidance of doubt, completion of the delivery note by the Customer shall not forfeit the Customer’s rights in relation to any agreed warranty (i.e. for Goods shortages, non-compliance with Services Specifications and/or Goods Specifications or defective Goods or workmanship) but shall act as proof that the Goods were without obvious damage or defect at the point of collection.
5.2.4 Bri-Stor may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.2.5 The Customer shall notify Bri-Stor in writing within 3 Business Days of the date of delivery of the Goods of any Goods defects or shortages, pursuant with clause 5.2.1.
5.2.6 If the Customer fails to accept or take (as the case may be) delivery of the Goods within 5 Business Days of Bri-Stor notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Bri-Stor’s failure to comply with its obligations under the Contract in respect of the Goods, Bri-Stor shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.2.7 If 10 Business Days after Bri-Stor notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken (as the case may be) delivery of them, Bri-Stor may resell or otherwise dispose of part or all of the Goods.
6 QUALITY OF GOODS
6.1 Bri-Stor warrants to the Customer that on delivery all Goods shall conform in all material respects with any applicable Goods Specification and that:
6.1.1 all Goods manufactured by Bri-Stor shall be free from material defects in design, material and workmanship for 3 years from the date of delivery; and
6.1.2 all Goods manufactured by a third-party and sold by Bri-Stor shall be free from material defects in design, material and workmanship for 12 months from the date of delivery.
6.1.3 – Not all Goods manufactured by a third-party and sold by Bri-Stor within clause 6.1.2 may be sourced from an ISO9001 certified source; this encompasses the ‘any Customer Specific Requirements’
6.1.4 – Where specified all first off vehicles can be weighed using equipment calibrated to UKAS ISO/IEC17025, otherwise weighed using equipment calibrated and traceable to International Standards
6.2 Subject to clause 6.3, Bri-Stor shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
6.2.1 the Customer gives notice in writing within a reasonable time of discovery (and not later than 5 Business Days from the date of delivery and/or collection) that some or all of the Goods do not comply with the warranty set out in clause 5.1;
6.2.2 Bri-Stor is given a reasonable opportunity of examining such Goods; and
6.2.3 the Customer (if asked to do so by Bri-Stor) returns such Goods to Bri-Stor’s place of business at the Customer’s cost.
6.3 Bri-Stor shall not be liable for the Goods’ failure to comply with any Bri-Stor warranty (including any referred to in clause 6.1) if:
6.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with the specific warranty instructions or clause 6.2 (as applicable);
6.3.2 the defect arises because the Customer failed to follow Bri-Stor’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
6.3.3 the defect arises as a result of Bri-Stor following any drawing, design, Goods Specification or Service Specification supplied by the Customer;
6.3.4 the Customer alters or repairs such Goods without the written consent of Bri-Stor;
6.3.5 the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions; or
6.3.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.4 Except as provided in this clause 6, Bri-Stor shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty referred to in clause 6.1.
6.5 For the avoidance of doubt, the warranty provided by Bri-Stor in clause 6.1 is provided to the Customer only and neither the warranty nor those remedies available to the Customer under clause 6.2 shall not be available to any third party to whom Goods are subsequently sold or otherwise made available to.
6.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Bri-Stor.
7 TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery in accordance with these Conditions.
7.2 Title to the Goods shall not pass to the Customer until Bri-Stor receives payment in full (in cash or cleared funds) for the Goods.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 to the extent reasonably practicable, store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Bri-Stor’s property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Bri-Stor’s behalf from the date of delivery and/or collection (whichever may be applicable);
7.3.4 notify Bri-Stor immediately if it becomes subject to any of the events listed in clause 21.1.2 to clause 21.1.4; and
7.3.5 give Bri-Stor such information relating to the Goods as Bri-Stor may require from time to time.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 22.1.2 to clause 22.1.4, then, without limiting any other right or remedy Bri-Stor may have:
7.4.1 the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
7.4.2 Bri-Stor may at any time:
7.4.2.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
7.4.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8 SUPPLY OF SERVICES
8.1 Bri-Stor shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
8.2 Bri-Stor shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.3 Bri-Stor warrants to the Customer that the Services will be provided using reasonable care and skill.
8.4 Where Bri-Stor receives Customer Vehicles and/or Customer Materials for the provision of Services, the Customer acknowledges and accepts that some components of the Customer Vehicles and/or Customer Materials (as applicable) may require removal and/or alteration in order for Bri-Stor to effectively supply the Services (and associated Goods).
8.5 Bri-Stor shall use its reasonable discretion as to what components are removed and/or altered.
8.6 Bri-Stor shall notify the Customer of any and all components that Bri-Stor removes from the Customer Vehicles and/or Customer Materials and shall make these components available for collection and/or delivery to the Customer (each at the Customer’s cost and risk) for a period of 15 Business Days after notification.
8.7 If the Customer agrees to Bri-Stor disposing of the components or if, 15 Business Days after Bri-Stor notifies the Customer that the components are ready for collection and/or delivery, the Customer has not collected them or confirmed instructions (and paid Bri-Stor) for delivery, Bri-Stor may resell or otherwise dispose of part or all of the components at Bri-Stor’s sole discretion and title to such components shall pass to Bri-Stor directly before any such resale or disposal.
8.8 The nature of the Services (and in particular, installation Services) is such that occasionally Bri-Stor will be required to make changes to the Services Specification and/or Goods Specification (as applicable) during the installation process. Bri-Stor reserves the right to make such changes, without prior notification to the Customer, if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the installation Services, and Bri-Stor shall notify the Customer in any such event.
8.9 If, due to any fault or delay by the Customer or Customer appointed suppliers, Bri-Stor is delayed from commencing Services or any part thereof, Bri-Stor shall be entitled to charge the Customer for any additional costs incurred by Bri-Stor that are associated with such fault or delay.
9 VEHICLE GRAPHICS INSTALLATION SERVICES
9.1 Where the Order includes Services relating to installation of vehicle graphics and those Services are to be performed by Bri-Stor at a location, as set out in the Order, that location is not Bri-Stor’s own premises (Installation Location), the provisions of clauses 8.2 and 8.3 shall apply.
9.2 Unless otherwise agreed in writing with Bri-Stor, the Customer shall:
9.2.1 make the Customer Vehicle(s) available to Bri-Stor at the Installation Location on the agreed date (and time-frame, where applicable) for the purpose of performing the Services;
9.2.2 present the Customer Vehicle(s) to Bri-Stor in a clean and dry state, free from vehicle wax and/or grease;
9.2.3 the Customer Vehicle(s) must be sited undercover and with a minimum ambient temperature of 18 degrees Celsius (18°C). In addition the Installation Location must:
9.2.3.1 have adequate lighting;
9.2.3.2 have access to utilities (including a mains electrical point within 5 metres of the Customer Vehicle(s);
9.3.2.3 be well ventilated;
9.3.2.4 have clear, unobstructed access around the Customer Vehicle(s); and
9.3.2.5 be reasonably dirt and dust free,
9.2.4 where the Services relate to vehicle wrapping, the Customer shall ensure the Installation Location is maintained at a temperature of 12 degrees Celsius (12°C) whilst the Services are being performed and for a period of 12 hours thereafter.
9.3 If a member of Bri-Stor’s personnel attends the Installation Location at the time and date detailed in the Order and is unable to perform the Services due to the Customer’s failure to meet the requirements of clause 9.2, the Customer shall be obligated to pay for the Services in full. To re-arrange the Services, the Customer shall be required to submit a new Order (for which it shall be required to pay the charges outlined in that Order in full).
9.4 The overall finish achieved by Bri-Stor in the performance of the Services will be affected by any existing damage to the Customer Vehicle(s) or irregular paint surface (including surface corrosion or rust). The Customer acknowledges and agrees that Bri-Stor shall not be liable for any failure of the Services to comply with any Bri-Stor warranty (including any referred to in clause 7) if that failure is a result of existing damage to or insufficient paint or surface quality of the Customer Vehicle(s). This clause 9.4 shall apply to all vehicle graphics installation service, whether performed at an Installation Location or on Bri-Stor’s premises.
10 CUSTOMER’S OBLIGATIONS
10.1 The Customer shall:
10.1.1 ensure that the terms of the Order and any information it provides in the Service Specification and/or the Goods Specification are complete and accurate;
10.1.2 co-operate with Bri-Stor in all matters relating to the Goods and Services;
10.1.3 provide Bri-Stor with such information and materials as Bri-Stor may reasonably require in order to supply the Goods and/or Services (as set out in the Order), and ensure that such information is complete and accurate in all material respects;
10.1.4 obtain and maintain all necessary licenses, permissions, insurances and consents which may be required for the Services before the date on which the Services are to start;
10.1.5 comply with all applicable laws, including health and safety laws; and
10.1.6 comply with any additional obligations as set out in the Service Specification and the Goods Specification.
10.2 If Bri-Stor’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or Customer appointed suppliers or failure by the Customer or Customer appointed suppliers to perform any relevant obligation (Customer Default):
10.2.1 without limiting or affecting any other right or remedy available to it, Bri-Stor shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Bri-Stor’s performance of any of its obligations;
10.2.2 Bri-Stor shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Bri-Stor’s failure or delay to perform any of its obligations as set out in this clause 9.2; and
10.2.3 the Customer shall reimburse Bri-Stor on written demand for any costs or losses sustained or incurred by Bri-Stor arising directly or indirectly from the Customer Default.
10.3 The Customer may, with Bri-Stor’s prior agreement, arrange for a third party to carry out works on the Customer Vehicle(s) whilst the Customer Vehicles are located at Bri-Stor’s premises. Where Bri-Stor consents to the same, the Customer:
10.3.1 shall agree in advance with Bri-Stor the date (and, if required by Bri-Stor, time-frame) on which the third party may attend Bri-Stor’s premises to carry out such works;
10.3.2 shall agree in advance with Bri-Stor any facilities, utilities or access requirements of the third party;
10.3.2.1 shall procure that the relevant third party shall: comply with all reasonable standards of safety and comply with Bri-Stor’s health and safety procedures from time to time in force at the premises where the works will be provided;
10.3.2.2 comply with all applicable laws, including health and safety laws;
10.3.2.3 obtain and maintain all necessary licenses, permissions, insurances and consents which may be required for the works before the date on which they are to be performed;
10.3.2.4 co-operate with Bri-Stor in all matters relating to the Goods, Services and Customer Vehicles;
10.3.2.5 comply with Bri-Stor’s instructions with respect to the premises; and not interfere or be of detriment to any function or activity performed by Bri-Stor at the premises,
10.3.3 shall ensure any third party works do not interfere or delay the supply of Goods or Services by Bri-Stor under this Agreement; and
10.3.4 acknowledges and agrees that Bri-Stor shall in no circumstances be liable for works performed by the third party, including any damage to the Customer Vehicles.
10.4 The Customer may, with Bri-Stor’s prior agreement, arrange for goods or materials to be delivered to Bri-Stor’s premises for receipt and/or use by a third party performing works on the Customer Vehicles pursuant with clause 9.3. Where Bri-Stor receives such materials, the Customer acknowledges that Bri-Stor shall not be responsible for inspecting the materials on delivery (including inspecting materials for damage, defect or shortage), nor shall Bri-Stor be responsible for any loss or damage to the materials whilst in Bri-Stor’s possession.
11 CUSTOMER VEHICLE AND CUSTOMER MATERIAL DELIVERIES TO BRI-STOR
11.1 The Customer shall not arrange for delivery to Bri-Stor of any Customer Vehicles and/or Customer Materials unless the date (and, if required by Bri-Stor, time-frame) for delivery of such Customer Vehicles and/or Customer Materials has been agreed in advance by Bri-Stor. For the avoidance of doubt, dates must be confirmed in writing by Bri-Stor.
11.2 Any delivery of Customer Vehicles and/or Customer Materials not delivered in accordance with clause 11.1, may, at Bri-Stor’s discretion, be rejected (at the Customer’s cost) and/or subject to delivery re-scheduling (again, at the Customer’s cost).
11.3 All Customer Vehicles and/or Customer Materials shall, on delivery to Bri-Stor, be required to undergo a physical appraisal by Bri-Stor. Such appraisal shall be carried out in the presence of the Customer’s delivery personnel (or any individual who delivers the Customer Vehicles on the Customer’s behalf) and will involve a check for external damage. An appraisal form will be completed by Bri-Stor and the Customer’s delivery personnel (or such other individual who delivers the Customer Vehicles on the Customer’s behalf) will be required to countersign, on behalf of the Customer, the appraisal form to confirm acceptance of the content of the appraisal form, a copy of which will be made available to the Customer.
11.4 Bri-Stor shall be entitled, at its sole discretion, to reject delivery of the Customer Vehicles and/or Customer Materials (at the Customer’s cost) if the Customer’s delivery personnel (or any individual who delivers the Customer Vehicles on the Customer’s behalf) refuses or fails to countersign the appraisal form.
12 COLLECTIONS OF CUSTOMER VEHICLES AND CUSTOMER MATERIALS FROM BRI-STOR
12.1 Bri-Stor shall notify the Customer when the Customer Vehicle(s) and/or Customer Materials are ready for collection. The Customer shall not be permitted to collect the Customer Vehicles and/or Customer Materials before such notification is received.
12.2 Upon receipt of notification from Bri-Stor pursuant to clause 12.1, the Customer shall contact Bri-Stor to arrange a date (and, if required by Bri-Stor, time-frame) within 5 Business Days for collection of the Customer Vehicles and/or Customer Materials from Bri-Stor’s premises. For the avoidance of doubt, the Customer shall in no circumstances be entitled to access Bri-Stor’s premises to access or collect a Customer Vehicle and/or Customer Materials unless pre-arranged with Bri-Stor.
12.3 The Customer shall collect the Customer Vehicles and/or Materials (as applicable) from Bri-Stor’s premises (the
Delivery Location) within 5 Business Days of Bri-Stor notifying the Customer that the Customer Vehicles and/or Customer Materials are ready for collection.
12.4 If the Customer fails to collect the Customer Vehicles and/or Customer Materials within 5 Business Days of Bri-Stor notifying the Customer that the Customer Vehicles and/or Customer Materials (as applicable) are ready, then except where such failure or delay is caused by a Force Majeure Event or by Bri-Stor’s failure to comply with its obligations under the Contract in respect of Services to the Customer Vehicles and/or Customer Materials (as applicable) Bri-Stor shall store the Customer Vehicles and/or Customer Materials (as applicable) until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
12.5 If 45 Business Days after Bri-Stor notified the Customer that the Customer Vehicles and/or Customer Materials (as applicable) were ready for collection the Customer has not taken delivery of them, Bri-Stor may resell or otherwise dispose of part or all of the Customer Vehicles and/or Customer Materials and Bri-Stor shall further be entitled to exercise a lien over such Customer Vehicles and/or Customer Materials as is necessary to account for monies owed by the Customer to Bri-Stor (including interest and charges set out in these Conditions).
12.6 All Customer Vehicles and/or Customer Materials shall, prior to collection, be required to undergo a physical appraisal by Bri-Stor. Such appraisal will involve a check for external damage. An appraisal form will be completed by Bri-Stor and the Customer’s collection personnel (or any individual collecting the Customer Vehicles on the Customer’s behalf) will be required to countersign, on behalf of the Customer, the appraisal form to confirm the Customer Vehicles are without obvious damage or defect at the point of collection, a copy of which will be made available to the Customer.
12.7 At the point of collection of the Customer Vehicles and/or Customer Materials, the Customer’s collection personnel (or any individual who collects the Customer Vehicles on the Customer’s behalf) shall be required to inspect the Customer Vehicles and/or Customer Materials (as applicable). The Customer’s collection personnel shall be required to sign, on behalf of the Customer, a delivery note to confirm the Customer Vehicles and/or Customer Materials are received in good condition, a copy of which will be made available to the Customer.
12.8 For the avoidance of doubt, completion of the delivery note by the collection personnel shall not forfeit the Customer’s rights in relation to any agreed warranty (i.e. for Goods shortages, non-compliance with Services Specifications and/or Goods Specifications or defective Goods or workmanship) but shall act as proof that the Customer Vehicle and/or Customer Materials (as applicable) were without obvious damage or defect at the point of collection.
12.9 The Customer must notify Bri-Stor of:
12.9.1 any Goods shortages;
12.9.2 any workmanship and/or Goods defects; and
12.9.3 any deviations in the Services and/or Goods from the Services Specification and/or Goods Specification, associated with the Customer Vehicle and/or Customer Materials fitting Services no later than 5 Business Days after collection by the Customer.
12.10 Bri-Stor shall have no liability to the Customer for any damage to the Customer Vehicle and/or Customer Materials (as applicable) not included within the appraisal form and/or notified to Bri-Stor at the time of collection and no such claim for damages notified to Bri-Stor after collection of the Customer Vehicles and/or Customer Materials (as applicable) shall be entertained by Bri-Stor.
12.11 Bri-Stor will maintain the vehicle cranking battery for a period of 3 weeks prior to the agreed conversion date up until 3 weeks post conversion. Bri-Stor will not be liable for the condition of any battery in vehicles after this time.
13 REPAIRS TO CUSTOMER VEHICLES AND/OR CUSTOMER MATERIALS
13.1 Where Bri-Stor receives Customer Vehicles and/or Customer Materials for the provision of Services, the Customer acknowledges and accepts that the Customer Vehicles and/or Customer Materials (as applicable) may require repair prior to Bri-Stor continuing with the Services.
13.2 Bri-Stor shall use its reasonable discretion as to what, if any, repairs are required. Bri-Stor shall notify the relevant manufacturer of such requirements and shall liaise directly with the manufacturer to arrange such repairs. Should repairs result in additional costs to the Customer, either Bri-Stor or the relevant manufacturer will contact the Customer to agree such costs prior to carrying out repairs.
13.3 Bri-Stor shall not be liable for any delay in commencing Services (or any part thereof) that is caused by the repairs of any Customer Vehicles and/Customer Materials which are received damaged.
14 INSURANCE
14.1 Where Customer Vehicles and/or Customer Materials are made available to Bri-Stor for the purpose of Bri-Stor carrying out the Services, the Customer shall ensure that all such Customer Vehicles and/or Customer Materials are insured with a reputable insurer, against loss, theft and damage. Bri-Stor shall only be responsible (and shall insure against) loss, theft and damage to Customer Vehicles and/or Customer Materials to the extent that such loss, theft and/or damage is directly caused by the negligence of Bri-Stor or of Bri-Stor’s employees, agents, consultants or subcontractors.
14.2 Completed vehicles on site are covered by Bri-Stor Ltd insurance for a max of 4 weeks post completion. Vehicles on site longer that this, will only be covered if a prior written agreement is in place
15 CHANGE CONTROL
15.1 Should the Customer wish to make a change to an Order after such Order has been accepted by Bri-Stor, the Customer may submit a written request for Change to Bri-Stor in accordance with this clause 15, but no Change will come into effect until a Revised Quotation has been signed by the authorised representatives of both parties.
15.2 If the Customer requests a Change:
15.2.1 the Customer will submit a written request to Bri-Stor containing as much information as is necessary to enable Bri-Stor to prepare a revised Quotation (Revised Quotation); and
15.2.2 on receipt of a request, Bri-Stor will, unless otherwise agreed, send to the Customer a Revised Quotation.
15.3 A Revised Quotation must contain sufficient information to enable the Customer to assess the Change, including as a minimum:
15.3.1 the title of the Change;
15.3.2 the originator of the Change and date of request;
15.3.3 description of the Change;
15.3.4 details of the effect of the proposed Change on:
15.3.4.1 the Goods and Services (including the effect on the Goods Specification and/or Service Specification);
15.3.4.2 the price;
15.3.4.3 any estimated performance and/or delivery dates;
15.3.4.4 any other term of the Contract;
15.3.5 the date of expiry of validity of the Revised Quotation; and
15.3.6 provision for signature by the Customer and Bri-Stor.
15.4 If, following the Customer’s receipt of a Revised Quotation pursuant to clause 15.2 or clause 15.3, the parties agree with the terms of the relevant Revised Quotation, the parties will sign the Revised Quotation and that Revised Quotation will amend the original Order (and the Contract).
16 CHARGES AND PAYMENT
16.1 The price for Goods shall be the price set out in the Order and shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods (unless otherwise agreed in writing by Bri-Stor), which shall be invoiced to the Customer.
16.2 The charges for Services shall be the charges set out in the Order.
16.3 Bri-Stor reserves the right to:
16.3.1 increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost to Bri-Stor that is due to:
16.3.1.1 any factor beyond the control of Bri-Stor (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); Revised Quotation signed by both parties;
16.3.1.2 any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give Bri-Stor adequate or accurate information or instructions in respect of the Goods and/or Services.
16.4 In respect of Goods and/or Services, unless Bri-Stor has agreed credit terms in writing with the Customer prior to accepting the Order, Bri-Stor shall invoice the Customer on a pro-forma basis, such invoices to be paid:
16.4.1 in full and in cleared funds to a bank account nominated in writing by Bri-Stor; and
16.4.2 before the 28th day of the month following the date of the invoice.
16.5 If Bri-Stor has agreed to provide credit account facilities to the Customer, the Customer’s credit and payment terms shall be as confirmed by Bri-Stor and, unless otherwise confirmed, shall require payment from the Customer in full and cleared funds to a bank account nominated in writing by Bri-Stor on or before the 28th day of the month following the date of the invoice.
16.6 Time for payment shall be of the essence of the Contract and Bri-Stor reserves the right to refuse to accept an Order and/or withhold delivery of an Order until any overdue amounts in respect of the Order in question or any previous orders and/or other payments are paid to Bri-Stor in full.
16.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT), unless otherwise stated. The Customer shall, on receipt of a valid VAT invoice from Bri-Stor, pay to Bri-Stor such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
16.8 If the Customer fails to make a payment due to Bri-Stor under the Contract by the due date, then, without limiting Bri-Stor’s remedies under clause 23 (Consequences of Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 17.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
16.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
16.10 Bri-Stor may at any time set off any of its liability to the Customer against any liability of the Customer’s to Bri-Stor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by Bri-Stor of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
16.11 All amounts due under the Contract by the Customer to Bri-Stor shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
17 INTELLECTUAL PROPERTY RIGHTS
17.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Bri-Stor.
17.2 Bri-Stor grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to the Intellectual Property Rights in the Goods and Services for the purpose of receiving and using the Goods and Services.
17.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 17.2.
17.4 The Customer grants Bri-Stor a fully paid-up, non-exclusive, royalty-free non-transferable license to copy and modify any materials provided by the Customer to Bri-Stor for the term of the Contract for the purpose of providing the Goods and Services to the Customer. The Customer warrants that it has authority (or has obtained all necessary consents) to grant the rights given under this clause 17.4.
18 DATA PROTECTION AND DATA PROCESSING
18.1 The parties shall each comply with their obligations under the Data Protection Legislation.
19 CONFIDENTIALITY
19.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 19.2.
19.2 Each party may disclose the other party’s confidential information:
19.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 19; and
19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
19.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
20 LIMITATION OF LIABILITY
20.1 Nothing in these Conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or for fraud or fraudulent misrepresentation.
20.2 Subject to clause 20.1, Bri-Stor shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
20.2.1 loss of profits;
20.2.2 loss of sales or business;
20.2.3 loss of agreements or contracts;
20.2.4 loss of anticipated savings;
20.2.5 loss of use or corruption of software, data or information;
20.2.6 loss of or damage to goodwill; and
20.2.7 any indirect or consequential loss.
20.3 Subject to clause 20.1, Bri-Stor’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.
20.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
20.5 This clause 22 shall survive termination of the Contract.
21 ENVIRONMENTAL RESPONSIBILITY
21.1 Bri-Stor accepts responsibility for any CO2 emissions produced as a result of vehicle(s) undergoing the storage, movement and physical conversion process on our site at Hixon, Staffordshire. That commences from the point of receipt at our premises, covers storage, conversion and all internal movements. It terminates at the point of vehicle(s) being released from our site (whether delivered to our customers’ nominated destination(s) or if they are collected from us either by the customer or appointed agent acting on their behalf). Any emissions produced as a result of the vehicle(s) being delivered to us (irrespective of the vehicle(s)’ origin) and in the vehicle(s) being transported or driven from our site to the customers’ nominated destination(s) is the responsibility of our customer and or their suppliers/agents, as is agreed between them (i.e. suppliers (OEMs, dealers, transport and logistics companies, etc…))
21.2 Where a conversion involves a third-party element that Bri-Stor does not conduct in-house and therefore has to subcontract (acting as the contracted conversion manager for the customer), then Bri-Stor also accepts responsibility for any CO2 emissions produced as a result of vehicle(s) undergoing the transportation to, storage, movement and physical conversion process at the third-party site and return* to our site at Hixon, Staffordshire to complete the conversion. (* Where return to Bri-Stor is not necessary as the conversion is deemed completed according to the terms of the contract with the customer, the vehicle maybe released from the third-party to the customer and/or their nominated agent. As such, Bri-Stor’s responsibility for any CO2 emissions would terminate at the point of vehicle(s) being released from the third-party site (whether delivered to our customers’ nominated destination(s) or if they are collected from the third-party site either by the customer or appointed agent acting on their behalf)).
21.3 Where a conversion involves a third-party element that Bri-Stor does not conduct in-house and where Bri-Stor are not acting as a contracted conversion manager for the customer, then Bri-Stor does not accept responsibility for any CO2 emissions produced once the vehicle(s) leave our site. Similarly, should the vehicle(s) return to us for the conversion to be completed at Bri-Stor, our responsibility only resumes from the point of receipt at our premises (as per 21.1).
22 TERMINATION
22.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
22.1.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 28 days after receipt of notice in writing to do so;
22.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
22.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
22.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
22.2 Without affecting any other right or remedy available to it, Bri-Stor may terminate the Contract with immediate effect by giving written notice to the Customer if:
22.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or
22.2.2 there is a change of Control of the Customer.
22.3 Without affecting any other right or remedy available to it, Bri-Stor may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Bri-Stor if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 22.1.2 to clause 22.1.4, or Bri-Stor reasonably believes that the Customer is about to become subject to any of them.
23 CONSEQUENCES OF TERMINATION
23.1 On termination of the Contract:
23.1.1 the Customer shall immediately pay to Bri-Stor all of Bri-Stor’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Bri-Stor shall submit an invoice, which shall be payable by the Customer immediately on receipt;
23.1.2 the Customer shall return any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then Bri-Stor may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
23.1.3 subject to Bri-Stor receiving payment in full pursuant to clause 23.1.1, the Customer shall be required to collect the Customer Vehicles and/or Customer Materials (as applicable) within 28 days of the date of termination. To collect the Customer Vehicles and/or Customer Materials, the Customer must arrange a time-frame for collection in accordance with clause 12.2. The Customer shall otherwise have no right to gain access to Bri-Stor’s premises for the purpose of collecting Customer Vehicles and/or Customer Materials. If no such payment is received pursuant to clause 23.1.1, Bri-Stor shall, at its sole discretion, be entitled to exercise a lien over the Customer Vehicles and/or Customer Materials (as applicable) in respect of the unpaid amounts and Bri-Stor shall have a right of sale after 30 days from date of termination.
23.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
23.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
24 FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for any delay or failure to perform any of its obligations under the Contract, where that party (the Affected Party) is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event. For the purposes of this Contract, “Force Majeure Event” shall mean any event, circumstance or cause beyond the Affected Party’s reasonable control, including (without limitation): acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts, and any interruption or failure of utility service.
25 GENERAL
25.1 Assignment and other dealings. Bri-Stor may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without Bri-Stor’s prior written consent.
25.2 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the email address specified in the Order.
Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or if sent by email, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action.
25.3 Severance. If any provision or part-provision of the Contract 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.
25.4 Waiver. 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.
25.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
25.6 Entire agreement. The Contract (and any document expressly referenced within it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely 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 misrepresentation based on any statement in the Contract.
25.7 Third parties rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
25.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
25.9 Governing law and Jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that, save as for applications for and enforcement of interim relief and judgments by Bri-Stor, for which the Courts of England and Wales shall have non-exclusive jurisdiction, the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.