Bold Solutions Group Ltd
Terms and Conditions of Sale

1. Interpretation

In these Conditions:

1.1 The following expressions shall have the meanings set opposite them:

"Company" - Bold Solutions Group Ltd; Company Number: 4107723

"Conditions" - The standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company;

"Contract" - The contract between the Company and the Customer for the sale of the Goods into which these Conditions are incorporated;

"Customer" - The person, firm or company with whom the Contract is made;

"Goods" - The goods and/or (mutatis mutandis) Services described in the Quotation or subsequently supplied to the Customer by the Company;

"Order" - The written or oral order placed by the Customer;

"Order Acknowledgement" - Any written correspondence sent by the Company to the Customer that specifies The Order including all invoices;

"Quotation" - The written or oral quotation given by the Company to the Customer or to others on the Customer's behalf;

"Services" - Any services provided by the Company whether with or without goods;

"Writing" and "Written" - Include facsimile transmission and electronic mail.

1.2 Words and phrases defined for the purposes of or in connection with any statutory provision shall where the context so requires be construed as having the same meaning in these Conditions and any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.

1.3 Unless the context otherwise requires reference to a Condition shall be construed as a reference to a Condition of these Conditions.

1.4 The headings are for convenience only and shall not affect the construction of these Conditions.

2. Formation of Contract

2.1 The Company shall supply and the Customer shall purchase the Goods in accordance with any Quotation which is accepted by the Customer, or any Order which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such Quotation is accepted or purported to be accepted, or any such Order is made or purported to be made, by the Customer.

2.2 The Quotation forms an offer capable of acceptance by the Customer but the Contract shall not come into effect until the Customer has accepted the Quotation and until such time the Company shall be free to withdraw the offer. Unless previously withdrawn the Quotation is open to acceptance for one month and after that period of time the Company reserves the right to reject the Order.

2.3 Any terms or conditions contained in the Order which are inconsistent with these Conditions shall not form part of the Contract unless (subject to the provisions of Condition 2.7) accepted by the Company in writing.

2.4 Cancellation of the Contract by the Customer will be a breach of contract entitling the Company to compensation and the Customer shall remain liable for the full contract price together with damages, charges and expenses paid incurred or sustained by the Company as a result of the cancellation.

2.5 If subsequent to any contract between the Company and the Customer into which these Conditions are incorporated any contract for the supply of goods or services similar to the Goods is made between the Company and the Customer whether the same is in writing orally or otherwise without express reference to any conditions, such contract shall be deemed to be subject to these Conditions.

2.6 Insofar as the Order is in any circumstances regarded or held to constitute the terms of a counteroffer the Customer shall be taken to have withdrawn such counter-offer by accepting physical delivery of any of the Goods from the Company.

2.7 No variation to these Conditions shall be effective unless made in writing and signed by an authorised officer or employee of the Company. At the request of the Customer the Company will verify in writing whether any named individual has the requisite authority.

2.8 The employees of the Company are not authorised to make oral representations as to the description quality or fitness for any particular purpose of any Goods or as to the skill and care which will be used by the Company in the provision of Services. If a representation is made or an opinion expressed orally which materially affects the Customer's decision to place an order for the Goods the Customer must ensure that such details are confirmed in writing by a duly authorised officer or employee of the Company so as to form part of the Contract otherwise no liability can be accepted by the Company.

2.9 The descriptions illustrations specifications and other data and information contained in the Company's catalogues price lists and other advertising matter are intended merely to present a general idea of the goods described therein and none of these shall form part of the Contract or any of its terms or constitute a representation by the Company.

2.10 All specifications drawings and technical descriptions contained in correspondence submitted with or in connection with any Quotation or Order Acknowledgement are the Company’s copyright approximate only and not guaranteed unless a specific written undertaking is included in the Quotation or Order Acknowledgement. All such copyright material and all information and knowhow whenever supplied shall at all times be treated by the Customer as confidential and shall not without the consent of the Company be used by the Customer except for the purpose of the Contract and the operation and use of the Goods supplied there under nor shall they without the consent of the Company be communicated to third parties save insofar as may be necessary for the purposes stated above.

2.11 The Company reserves the right to make any changes in the specification or component parts of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance.

2.12 Any typographical clerical or other error or omission in any sales literature price list Quotation Order Acceptance or other document or information issued by the Company shall be subject to correction without any liability on the party of the Company.

2.13 The Customer shall provide the Company with all drawings diagrams information and other goods and materials which under the terms of the Contract the Customer is obliged to provide in sufficient time and in sufficient quantities to enable the Company to fulfil its obligations under the Contract.

3. Prices and payment

3.1 The price of the Goods shall be the price quoted by the Company or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company's published price list current at the date of acceptance of the Order ex-works and does not include VAT packaging carriage insurance or installation which shall be borne by the Customer in addition to the price of the Goods. The Customer shall be responsible for any additional costs arising from part deliveries or express despatch.

3.2 The quoted price is based upon costs of component parts raw materials labour and other factors current at the date of the Quotation. The Company shall be entitled to increase the quoted price in the event of any changes in such costs at any time prior to the date of delivery of any particular part of the Goods and the Customer shall pay such increases in addition to the quoted price as if the same formed part of the said quoted price.

3.3 Unless otherwise stated in the Quotation all prices are quoted and payable in pounds sterling.

3.4 Subject to any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods:

3.4.1 in the case of Goods supplied pursuant to an Order accepting a Quotation on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods; or

3.4.2 in any other case on receipt of the Order and before delivery of the Goods.

3.5 The Buyer shall pay the price of the Goods without any deduction:

3.5.1 In the case of Goods supplied pursuant to an Order accepting a Quotation not later than the 25th day of the month following the date of the Company’s invoice; and

3.5.2 in any other case with the Order and the Company shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

3.6 If the Company shall notify the Customer in writing of completion of part of the Goods payment of such part of the price as relates to the completed part of the Goods shall become due and payable forthwith notwithstanding that the remainder of the Goods shall not have been completed.

3.7 For the purpose of calculating rates of exchange and interest a payment shall be deemed to have been received by the Company when the same is irrevocably and unconditionally credited to the Company's bank account. Any costs of clearing or discounting cheques bills of exchange bank giro payments or any other negotiable instruments shall be payable by the Customer.

3.8 The Company will not be liable to pay interest on any payment made by the Customer before the same becomes due but without prejudice to its rights to claim damages the Company shall be entitled (without any prior notification) to charge interest (with monthly rests) at the rate of four per cent above Barclays Bank plc base lending rate for the time being in force on any sums which remain unpaid after the same shall become due.

3.9 The Customer shall not be entitled to withhold payment of any amount payable under the Contract because of any disputed claim of the Customer in respect of faulty goods or services or any other alleged breach of contract nor shall the Customer be entitled to set off against any amount payable under the Contract to the Company any monies which are not then presently payable by the Company or for which the Company disputes liability.

3.10 The Customer will pay to the Company all additional costs charges and expenses which the Company incurs or sustains in respect of or otherwise connected with the modification change variation delay or suspension of the Contract arising at the request of or from any act or omission of the Customer or any employee agent or contractor of the Customer or by reason of any other circumstances for which the Company is not wholly responsible.

4. Cancellation and suspension of the Contract

4.1 This Condition applies if:

4.1.1 The Customer is in breach of any of its obligations under the Contract or any other contract between the Customer and the Company; or

4.1.2 Unforeseen events including (without prejudice to the generality thereof) those referred to in Condition 6.5 materially affect the commercial effect of the Contract; or

4.1.3 The Customer becomes bankrupt goes into liquidation has a receiver administrative receiver or administrator appointed over any of its property or assets or is otherwise insolvent;

4.1.4 The Customer ceases or threatens to cease to carry on business; or

4.1.5 The Company reasonably apprehends that any of the events mentioned in Conditions 4.1.3 or 4.1.4 Is about to occur in relation to the Customer and notifies the Customer accordingly; or

4.1.6 The Company receives notice of any claim alleging that the Goods or any part thereof or any process applied to the Goods infringe any patent copyright design right trade mark or other industrial or intellectual property rights of any other person.

4.2 If this Condition applies then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Company and the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

5. Title

5.1 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due but even though property in the Goods has not passed to the Customer the Company shall be entitled to sue for their price once its payment has become due.

5.2 Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to use or sell the Goods in the ordinary course of its business.

5.3 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold in the manner provided by Condition 5.2) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored or in use and repossess the Goods.

5.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

5.5 The Company shall be entitled to appropriate as it thinks fit any payment received from the Customer to any debt outstanding in respect of the Contract or any other contract between the Company and the Customer notwithstanding any purported appropriation by the Customer to the contrary.

5.6 The Customer shall not remove alter deface or interfere with any registered or unregistered trademarks or names or other markings of the Company on the Goods.

5.7 All designs produced by Bold Solutions Group Ltd are the intellectual property of Bold Solutions Group Ltd. As such all drawings, visualisations, samples and prototypes remain the property of Bold Solutions Group Ltd. Where a prototype has been paid for by the client the intellectual property right in that prototype remains the property of Bold Solutions Group Ltd. The client undertakes not to pass design details to third parties or to seek manufacture of any part or whole of these designs by third parties without the written consent of Bold Solutions Group Ltd.

5.8 “Intellectual Property” means any copyrights, letters, patents, know how, inventions, utility models, registered and unregistered designs, trade and service marks, trade names, logos, patent applications, rights in the nature of copyrights and all other similar rights in the goods; For the avoidance of doubt, all Intellectual Property shall remain the property of the Company.

6. Delivery

6.1 Delivery of the Goods shall be made by the Company’s appointed carrier to the address stated by the Customer. Delivery of the Goods to such carrier shall be deemed delivery to the Customer but the Company shall be under no obligation under section 32(2) of the Sale of Goods Act 1979.

6.2 Any dates quoted for delivery of the Goods are approximate and are given for information only and shall under no circumstances be essential terms. A delay in delivery including delivering later than the date or dates provided in the Contract shall not constitute a breach of contract and shall not entitle the Customer to avoid the Contract or to any other remedy unless (subject to the provisions of Condition 2.7) the Company has guaranteed the date of delivery in a written warranty which expressly modifies the provision of this Condition.

6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

6.4 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company's obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company's reasonable control including without prejudice to the generality of the foregoing strikes lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party).

6.5 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to the Company, the Company may:

6.5.1 Store the Goods until actual delivery and charge the Customer for the reasonable costs of storage (including insurance but without imposing any obligation on the Company to insure); or

6.5.2 On the expiration of 14 days’ notice to the Customer sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the Contract.

6.6 The Company shall be permitted to deliver the Goods (or any part thereof) before the delivery date.

6.7 Subject to the provisions of Condition 6.5 the Company shall have a general lien on all goods and property belonging to the Customer and such lien shall be exercisable in respect of all sums which in the reasonable opinion of the Company are lawfully due from the Customer to the Company. The Company shall be entitled on the expiration of fourteen days' notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debt.

7. Risk

7.1 Risk of damage to or loss of the Goods shall pass to the Customer:

7.1.1 In the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or

7.1.2 in the case of Goods to be delivered otherwise than at the Company’s premises at the time of delivery, or if the Customer wrongfully fails to take delivery of the Goods the time when the Company has tendered delivery of the Goods.

7.2 Where the Contract provides for delivery of the Goods elsewhere than at the Company’s premises the Company will entertain a claim by the Customer in respect of loss or damage in transit only if the Customer:

7.2.1 Gives written notice to the Company within seven days of the date of delivery of the Goods; and

7.2.2 Where the Goods are transported by an independent freight carrier appointed by the Company the Customer shall comply in all respects with the freight carrier's conditions of carriage for notifying claims for loss or damage in transit.

7.3 The Customer is responsible in all cases for unloading the delivery vehicle promptly on arrival and shall be responsible for all loss of or damage to the Goods during the course of such unloading.

7.4 Where the Contract provides for delivery to the Purchaser to or at the premises of a third party the Purchaser shall be and remain responsible for complying with or procuring compliance with these Conditions.

8. Sub-contracting

The Company reserves the right to sub-contract the fulfilment of the Contract or any part thereof in which event the Company contracts on behalf of itself and its sub-contractors.

9. Guarantee

9.1 Subject to the provisions set out in this Condition 9 if (in the case of new Goods sold by the Company to the Customer) within the period of 14 days from the date of delivery the Goods or any part thereof are found to be defective as a result of faulty design manufacture or workmanship or (save for discrepancy in weight or quantity) otherwise not in accordance with the Contract the Customer shall make the Goods available for inspection at a time and place to be arranged by the Company and if the Company and the Customer do not agree that the Customer should accept the Goods at any agreed value the Company undertakes at its option to:

9.1.1 Make good the defect at the Company's expense as soon as may be reasonably practicable; or

9.1.2 Replace the Goods by delivering replacement goods to the original place of delivery as soon as may be reasonably practicable; or

9.1.3 In exchange for the return of the Goods repay or allow the Customer the invoice price thereof (including freight where appropriate) and any reasonable transport costs incurred by the Customer in carrying the relevant Goods from the place of original delivery of such Goods to the Company's premises from which they were despatched or to such other place as the Company may nominate.

9.2 The guarantees set out in Condition 9.1 and all other terms and conditions of the Contract are subject to and the Company shall (subject to the provisions of Condition 10.3) be under no liability:

9.2.1 In respect of any defect in the Goods arising from any drawing design or specification supplied or approved by or on behalf of the Customer;

9.2.2 In respect of any defect in the Goods arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow the Company's instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Company's approval;

9.2.3 If the total price for the Goods has not been paid by the due date for payment;

9.2.4 And the Customer shall be deemed to have accepted the Goods and it shall be conclusively agreed that the Goods are in accordance with the Contract unless:

9.2.4.1 The Customer gives notice in accordance with Condition 9.3; or

9.2.4.2 Within fourteen days after receipt of the Goods and prior to their use or resale the Customer serves upon the Company a written notice specifying any defect in the quality or state of the Goods or other respect in which the Goods are not in accordance with the Contract which would be apparent upon reasonable inspection or by such testing as it is reasonable in all the circumstances for the Customer to undertake or stating why the Goods are not otherwise in accordance with the Contract and thereafter provides to the Company a reasonable opportunity of inspecting and testing the Goods before they have been used or resold; or

9.2.4.3 in the case of a defect in the quality or state of the Goods or other respect in which the Goods are not in accordance with the Contract which would not be apparent upon reasonable inspection or reasonable testing the Customer serves upon the Company written notice of such defect or respect forthwith upon its discovery specifying the matters complained of and affording to the Company a reasonable opportunity of inspecting the Goods before any making good or replacement is undertaken. The Customer shall not be excused from providing such opportunity by reason only of the incorporation of the Goods in the property of a third party or the location of the Goods in upon or under the premises or land of a third party.

9.3 Where the Contract provides for testing or inspection of the Goods by or on behalf of the Customer before delivery whether at the Company's premises or elsewhere then upon the Company giving notice of the availability of the Goods for inspection/testing the Customer shall inspect and/or test the Goods within seven days of such notice. If the Customer does not inspect or test the Goods within the time specified or if within fourteen days of such testing or inspection the Customer does not notify the Company in writing that the Goods are not in accordance with the Contract specifying the matters complained of then the Customer shall conclusively be deemed to have accepted the Goods as being in accordance with the Contract and shall not thereafter be entitled to reject the Goods on the grounds of anything which such testing or inspection has or would have revealed.

9.4 In no event shall the Customer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for the Customer to reject them.

10. Liability

10.1 The Customer expressly holds itself out as making the Contract in the course of a business.

10.2 Except as expressly provided in these Conditions all warranties statements terms and conditions or undertakings which may be implied by statute common law custom of the trade or otherwise are hereby excluded to the fullest extent permitted by law.

10.3 The Company does not exclude liability for:

10.3.1 Death or personal injury resulting from its negligence or that of its employees;

10.3.2 Direct physical damage to or physical loss of the property of the Customer resulting from the Company’s its employees’ or agents’ negligent acts or omissions and which arise out of the performance of its obligations under the Contract provided that:

10.3.2.1 The Company shall only accept liability for any such damage or loss if and to the extent that such liability is covered by the public/product liability policy taken out by the Company and operative at the time of the damage or loss. Details of such insurance policy will be made available to the Customer upon request. If the Customer requests in writing additional insurance the Company will take all reasonable steps to obtain it on the Customer’s behalf and any premium or additional premium and any other expenses incurred in obtaining such insurance shall be payable by the Customer to the Company.

10.3.2.2 The Company’s liability under this Condition 10.3.2 shall not exceed £2,000,000 in aggregate in respect of any one event or series of events.

10.4 Subject to Condition 10.3 the Company will not be liable to the Customer for any:

10.4.1 Direct loss damage or injury; and/or

10.4.2 Indirect consequential or special loss damage or injury (including but without limitation financial loss, loss of profits loss of business or contracts loss of operating time or loss of use) whether foreseeable or not to the Customer or to the Customer's property howsoever, whensoever or wheresoever arising whether by reason of any representation (unless fraudulent) or any implied warranty condition or other term or duty at common law or under statute or under the express terms of the Contract (and whether caused by the negligence of the Company or otherwise) or otherwise in respect of or in connection with the supply of the Goods or their use or resale by the Customer except as expressly provided in these Conditions.

10.5 The Company is concerned to ensure that the price of the Goods remains competitive and taking into account:

10.5.1 The fact that the Customer is in a better position than the Company to know or ascertain the amount of any loss which will arise out of any defect in the Goods;

10.5.2 The fact that the extent of the damage that might be caused or alleged to be caused to the Customer is disproportionate to the amount that can reasonably be charged (and is charged) by the Company to the Customer;

10.5.3 The terms and conditions upon which the Company’s own suppliers are prepared to supply goods and services to the Company this must necessarily involve the incorporation of the terms and conditions set out in this Condition 10.

11. Proper law and jurisdiction

11.1 The Contract shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.

11.2 Any proceedings arising out of or in connection with the Contract may be brought in any court of competent jurisdiction in England.

11.3 The submission by the Company and the Customer to such jurisdiction shall not limit the right of the Company to commence any proceedings arising out of the Contract in any other jurisdiction it may consider appropriate.

12. Indemnity

12.1 The Customer shall indemnify and keep the Company indemnified from and against any liability of any kind to any third party howsoever arising (whether in contract tort or otherwise and including, but not limited to, liability arising from the negligence of the Company or from the negligence of any person for whom the Company is vicariously liable) in respect of or in connection with:

12.1.1 Any defect in the Goods; and/or

12.1.2 Any loss injury or damage of any kind (whether direct indirect or otherwise and including but not limited to any loss of profit and/or any incidental consequential or special loss or damage of any description) arising out of in respect of or in connection with the installation or supply of the Goods or their use or resale; except to the extent that the Company has expressly assumed liability under these Conditions for the loss, injury or damage concerned.

12.2 If the Goods are to be manufactured or any processes to be applied to the Goods by the Company in accordance with a design drawing or specification submitted by the Customer or using tooling or goods supplied by the Customer, the Customer shall indemnify the Company against all loss damages costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent copyright design right registered design trade-mark or other industrial or intellectual property rights of any other person which results from the Company's use of the Customer's design drawing specification tooling or goods.

13. Waiver

The rights of the Company or the Customer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

14. Severance

In the event of any of the words provisions terms and/or Conditions herein contained being unenforceable or void for any reason whatsoever each word provision term or Condition shall be deemed to be severable from the remaining words provisions terms or Conditions and such remaining words provisions terms or Conditions shall remain in full force and effect.

15. Third parties

The provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded from the Contract. Accordingly nothing in these Conditions confers or purports to confer on any third party any benefit or right to enforce any term of the Contract.

16. Export terms

16.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.

16.2 Where the Goods are supplied for export from the United Kingdom the provisions of this Condition 16 shall (subject to any special terms agreed in writing between the Customer and the Company) apply notwithstanding any other provision of these Conditions.

16.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination, for obtaining any necessary import licences, consents and clearances and for the payment of any duties on them.

16.4 Unless otherwise agreed in writing between the Customer and the Company the Goods shall be delivered [fob] the air or sea port of shipment and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act l979.

16.5 The Customer shall be responsible for arranging for testing and inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment or in respect of any damage during transit.

16.6 Payment of all amounts due to the Company shall be made in such manner as shall be acceptable to the Company and agreed in writing.