Conditions of Trading
1.1 These Conditions apply to any contract (“Contract”) for the sale of goods, or any
part of them, set out in the Order (as defined below) (“Goods”) between Building
& Plumbing Supplies Limited (“BPS”) and the party who purchases the Goods
from BPS (“Customer”) 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. The Contract constitutes the entire agreement between the
Customer and BPS. The Customer acknowledges that it has not relied on any
statement, promise or representation made or given by or on behalf of BPS which
is not set out in the Contract.
1.2 the Customer’s order for Goods as set out in the Customer’s purchase order
form, the Customer’s written acceptance of BPS’ quotation or otherwise in
writing, or made verbally (“Order”) constitutes an offer by the Customer to
purchase Goods in accordance with these Conditions. The Customer is
responsible for ensuring that the terms of the Order are complete and accurate.
The Order shall only be deemed to be accepted when BPS issues a written
acceptance of the Order or delivers the Goods, whichever is sooner, at which
point the Contract shall come into existence. A quotation for any Goods given by
BPS shall not constitute an offer and may be varied or withdrawn at any time.
1.3 The opening and the maintenance of a credit account and the acceptance of any
Order against that account is subject to the Customer providing BPS with any
satisfactory references and/or personal guarantee requested and the observance
by the Customer of the terms on which credit is allowed. BPS reserves the right
to refuse to accept orders against a credit account at its discretion without giving
1.4 In processing an application for credit facilities BPS may make enquiries of credit
reference agencies or other third parties who may record those enquiries. BPS
may also disclose information about the conduct of any Customer account to
credit reference agencies or other third parties. The information obtained from or
provided to credit reference agencies or other third parties may be used when
assessing further applications for credit terms, for debt collection, for tracing and
for fraud prevention.
2.1 Goods are described in BPS’s catalogue. BPS reserves the right to amend the
specification of the Goods, including, without limitation, if required to do so by any
applicable statutory or regulatory requirements. Goods are not sold t for any
2.2 BPS warrants that on delivery, the Goods shall conform with their description.
2.3 Subject to clause 2.4, if:
2.3.1 the Customer gives notice in writing to BPS that Goods do not comply with the
warranty set out in clause 2.2:
18.104.22.168 in the case of a defect that is apparent on normal visual inspection, within five
days of delivery; or
22.214.171.124 in the case of any other defect within a reasonable time of delivery and discovery;
2.3.2 BPS is given a reasonable opportunity of examining such Goods; and
2.3.3 the Customer (if asked to do so by BPS) returns such Goods to BPS’ place of
business or such other location as BPS may direct at the Customer’s cost,
BPS shall, if it is satisfied that the Goods are defective, at its option replace the
defective Goods, or refund the price of the defective Goods in full.
2.4 BPS shall not be liable for the failure of any Goods to comply with the warranty
set out in clause 2.2 in any of the following circumstances:
2.4.1 the Customer makes any further use of such Goods after giving notice in
accordance with clause 2.3.1;
2.4.2 the defect arises because the Customer failed to follow BPS’ oral or written
instructions as to the storage, commissioning, installation, use and maintenance
of such Goods or (if there are none) good trade practice regarding the same;
2.4.3 the Customer alters or repairs such Goods without the written consent of BPS;
2.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal storage or working conditions; or
2.4.5 the Goods differ from their description as a result of changes made to ensure they
comply with applicable statutory or regulatory requirements
2.5 BPS shall, where possible, use reasonable endeavours to assign to the Customer
the benefit of any warranty, guarantee or indemnity given by BPS’s supplier
2.6 Except as provided in this clause 2, BPS shall have no liability to the Customer in
respect of the failure of Goods to comply with the warranty set out in clause 2.2
and the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to
the fullest extent permitted by law, excluded from the Contract. These Conditions
shall apply to any repaired or replacement Goods supplied by BPS.
3.1 The risk in Goods shall pass to the Customer on completion of delivery.
3.2 Title to the Goods shall not pass to the Customer until BPS has received payment
in full (in cash or cleared funds) for:
3.2.1 those particular Goods; and
3.2.2 any other goods or services that BPS has supplied to the Customer in respect of
which payment has become due.
3.3 Until title to Goods has passed to the Customer, the Customer shall:
3.3.1 hold such Goods on a fiduciary basis as BPS’ bailee;
3.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to
the Goods and store the Goods separately from all other items held by the
Customer so that they remain readily identifiable as BPS’ property whilst
maintaining the Goods in satisfactory condition and keeping them insured against
all risks for their full price from the date of delivery;
3.3.3 notify BPS immediately if it becomes subject to any of the events listed in clause
7.2; and give BPS such information relating to the Goods as BPS may require
from time to time, but the Customer may resell or use the Goods in the ordinary
course of its business.
3.4 If before title to the Goods passes to the Customer the Customer becomes
subject to any of the events listed in clause 7.2, or BPS reasonably believes that
any such event is about to happen and notify the Customer accordingly, then,
provided that the Goods have not been resold, irrevocably affixed to land or
incorporated into another product, BPS (without limiting any other right or remedy
it may have) may at any time require the Customer to deliver up any Goods to
which BPS retains title and, if the Customer fails to do so promptly, BPS or its
representatives may enter any premises of the Customer or of any third party
where the Goods are stored in order to recover them.
4.1 BPS shall deliver Goods, in accordance with the method specified in the Order.
Delivery of the Goods shall be made either:
4.1.1 subject to clause 4.2.1 below, to the location set out in the Order or such other
location as the parties may agree (“Delivery Location”) at any time after BPS
notifies the Customer that the Goods are ready. The Customer shall provide BPS
with access to the Delivery Location in order that the delivery of the Goods may
be carried out. The Customer must notify BPS promptly of any days or part days
when such access to the Delivery Location will be unavailable.; or
4.1.2 the Customer shall collect the Goods from BPS’ premises or such other location
as may be advised by BPS prior to delivery (“Delivery Location”) within five (5)
days of BPS notifying the Customer that the Goods are ready to be collected.
4.2 Delivery of the Goods shall be completed:
4.2.1 in the case of clause 4.1.1 on the Goods’ arrival on BPS’ delivery vehicle, on hard
road, unloaded, at the Delivery Location. and the Customer shall be responsible
for unloading of goods from the delivery vehicle and any further movement of
goods including where BPS’ delivery vehicle is driven off hard road and/or where
BPS’ representative assists with unloading and the Customer shall indemnify BPS
against all liability arising from or related to such unloading.; or
4.2.2 in the case of clause 4.1.2 delivery of the Goods shall be completed on the
completion of loading of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not
of the essence. BPS shall not be liable for any delay in delivery of the Goods that
is caused by causes beyond its control or unavailability of access to the Delivery
Location or the Customer’s failure to provide BPS with adequate delivery
instructions or any other instructions that are relevant to the supply of Goods.
4.4 If BPS fails to deliver 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. BPS
shall have no liability for any failure to deliver goods to the extent that such failure
is caused by an event beyond BPS’ control or the unavailability of access to the
Delivery Location or the Customer’s failure to provide BPS with adequate delivery
instructions or any other instructions that are relevant to the supply of goods.
4.5 If the Customer fails, in the case of clause 4.1.1 to accept delivery, or in the case
of clause 4.1.2 to take delivery, of the Goods within five (5) days of BPS notifying
the Customer that the Goods are ready, then, except where such failure or delay
is caused by events beyond the reasonable control of the Customer or BPS’
failure to comply with its obligations under the Contract, delivery of the Goods
shall be deemed to have been completed at 9.00 am on the fifth day after the day
on which BPS notified the Customer that the Goods were ready and BPS shall
store the Goods until delivery takes place, and charge the Customer for all related
costs and expenses (including insurance).
4.6 If fourteen (14) days after the day on which BPS notified the Customer the Goods
were ready for delivery the Customer has not accepted delivery of them, BPS
may resell or otherwise dispose of part or all of the Goods and, after deducting
reasonable storage and selling costs, account to the Customer for any sum
received from the Customer as payment of the price of the Goods and any
excess over the price of the Goods disposed of or charge the Customer for any
shortfall below the price of the Goods.
4.7 The Customer shall not be entitled to reject any delivery of goods if up to and
including 10% more or less than the quantity of goods ordered is delivered, but a
pro rata adjustment shall be made to the invoice in respect of the Order under
which the Goods were delivered. Any discrepancy between the quantity of goods
ordered and the quantity of goods delivered must be notified in writing to BPS
within five (5) days of delivery.
4.8 BPS may deliver or procure delivery of 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.
4.9 Immediately on delivery the Customer shall inspect the Goods delivered and
inform BPS in writing of any shortage or any defect apparent on normal visual
inspection. The Customer shall check, complete and send to BPS immediately
following delivery the relevant delivery documents provided by BPS (“Delivery
Documents”) to confirm that the Goods are delivered and defect free, or
otherwise, as the case may be.
4.10 Completion of the Delivery Documents by the Customer or by the Customer’s
representatives at the Delivery Location confirms the Customer’s agreement that
the Customer has been given a reasonable opportunity to inspect the Goods
delivered and that such Goods have been inspected.
5.1 The price of the Goods shall be the price set out in the Order, or, if no price is set
out, the price given in BPS’ published catalogue or price list in force as at the
date of delivery.
5.2 BPS may by giving notice to the Customer before delivery, increase the price of
goods to reflect any increase in cost due to:
5.2.1 any factor beyond BPS’ control (including, without limitation, foreign exchange
fluctuations, increases in taxes and duties and increases in labour ,materials and
other manufacturing costs;
5.2.2 any request by the Customer to change the delivery dates of the Goods, the
quantities or types of Goods ordered; or
5.2.3 any delay caused by any instructions of the Customer or failure of the Customer
to give BPS adequate or accurate information or instructions.
5.3 The price of the Goods is exclusive of the costs and charges of packaging,
insurance and transport of the Goods, and amounts in respect of value added
tax, all of which shall be invoiced to and payable by the Customer in the same
manner as the price of the Goods.
5.4 BPS may invoice the Customer for the Goods at any time after delivery and
payment of such invoices is to be made within 30 days of the end of the month in
which the Goods are delivered).
5.5 There will be an administration charge to the Customer on all overdue credit
accounts which will be calculated at a rate of 11⁄2% per month on the
outstanding overdue balance from time to time.
5.6 In the event that the amount outstanding at any time exceeds the permitted credit
account limit, a request will be made to the Customer for a payment on account
to bring the account within that limit. The credit limit may be reviewed at any time
by BPS save that there will be no administration charge payable in respect of any
outstanding overdue balance arising solely as a result of such adjustment.
5.7 In the event of non-payment, in accordance with these Conditions the whole of
the price for all goods supplied to the Customer shall become due and payable.
6 Customers must obtain the permission of BPS to return unwanted Goods or
materials. Should BPS agree to the return a re-stocking fee of not less than 10%
of the selling price will be charged. BPS cannot accept for return any Goods
ordered in as ‘Specials’ at the Customers request unless BPS’ supplier agrees to
take the Goods back upon which there will be a minimum re-stocking charge of
25% of the selling price or greater as determined by BPS’ supplier.
7.1 If the Customer becomes subject to any of the events listed in clause 7.2 below,
or BPS reasonably believes that the Customer is about to become subject to any
of them and notifies the Customer accordingly, then, without limiting any other
right or remedy available to BPS, BPS may cancel or suspend all further deliveries
under the Contract or under any other contract between the Customer and BPS
where such deliveries relate to Goods for which BPS has not received payment
without incurring any liability to the Customer, and all outstanding sums in respect
of Goods delivered to the Customer shall become immediately due.
7.2 For the purposes of clause 7.1 above, the relevant events are:
7.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is
unable to pay its debts as they fall due or admits inability to pay its debts, or
(being a company) is deemed unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986, or (being an individual) is deemed either
unable to pay its debts or as having no reasonable prospect of so doing, in either
case, within the meaning of section 268 of the Insolvency Act 1986, or (being a
partnership) has any partner to whom any of the foregoing apply;
7.2.2 the Customer commences negotiations with all or any class of its creditors with a
view to rescheduling any of its debts, or makes a proposal for or enters into any
compromise or arrangement with its creditors other than (where the Customer is
a company) where these events take place for the sole purpose of a scheme for a
solvent amalgamation of the Customer with one or more other companies or the
solvent reconstruction of the Customer;
7.2.3 (being a company) a petition is led, a notice is given, a resolution is passed, or
an order is made, for or in connection with the winding up of the Customer, other
than for the sole purpose of a scheme for a solvent amalgamation of the
Customer with one or more other companies or the solvent reconstruction of the
7.2.4 (being an individual) the Customer is the subject of a bankruptcy petition or order;
7.2.5 a creditor or encumbrancer of the Customer attaches or takes possession of, or a
distress, execution, sequestration or other such process is levied or enforced on
or sued against, the whole or any part of its assets and such attachment or
process is not discharged within 14 days;
7.2.6 (being a company) an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to appoint an
administrator is given or if an administrator is appointed over the Customer;
7.2.7 (being a company) a floating charge holder over the Customer’s assets has
become entitled to appoint or has appointed an administrative receiver;
7.2.8 a person becomes entitled to appoint a receiver over the Customer’s assets or a
receiver is appointed over the Customer’s assets;
7.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any
jurisdiction to which it is subject that has an effect equivalent or similar to any of
the events mentioned in clause 7.2.1 to clause 7.2.8 (inclusive);
7.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to
carry on all or substantially the whole of its business;
7.2.11 the Customer’s financial position deteriorates to such an extent that in BPS’
opinion the Customer’s capability to adequately fulfil its obligations under the
Contract has been placed in jeopardy; and
7.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing his or her own affairs or
becomes a patient under any mental health legislation.
7.3 Termination of the Contract, however arising, shall not affect any of the parties’
rights and remedies that have accrued as at termination. Clauses which expressly
or by implication survive termination of the Contract shall continue in full force and
8.1 Nothing in these Conditions shall limit or exclude BPS’ liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors (as applicable);
8.1.2 fraud or fraudulent misrepresentation;
8.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
8.1.4 defective products under the Consumer Protection Act 1987; or
8.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or
8.2 Subject to clause 8.1:
8.2.1 BPS shall under no circumstances whatever be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, for any
loss of prot, or any indirect or consequential loss arising under or in connection
with the Contract; and
8.2.2 BPS’ total liability to the Customer in respect of all other losses arising under or in
connection with the Contract, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, shall in no circumstances exceed the price
of the Goods supplied under that Contract.
9.1 BPS may at any time assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights or obligations under the Contract. The
Customer may not assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights or obligations under the Contract without the
prior written consent of BPS.
9.2 Any provision (or part of any provision) of the Contract found to be invalid, illegal or
unenforceable by any court of competent authority shall to the extent required by
deemed to be deleted and the validity of the other provisions of the Contract shall
not be affected. If any invalid, unenforceable or illegal provision of the Contract
would be valid, enforceable and legal if some part of it were deleted, the provision
shall apply with the minimum modification necessary to make it legal, valid and
9.3 Waiver of any right or remedy under the Contract is only effective if given in writing
and shall not be deemed a waiver of any subsequent breach of default. No failure
or delay in exercising any right or remedy (under the Contract or law) shall
constitute a waiver of that or any other right or remedy, nor shall it preclude or
restrict the further exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall preclude or restrict the further exercise of
that or any other right or remedy.
9.4 A person who is not a party to the contract shall not have any rights under or in
connection with it.
9.5 The Contract, and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non- contractual disputes or claims), shall
be governed by, and construed in accordance with, English law, and the parties
irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.
IMPORTANT: In order to process this application I/We authorise Building & Plumbing Supplies Ltd to take up any
references that may be considered necessary. If credit facilities are granted I/We undertake to abide
by the Conditions of Trading stated above. (In the case of partnerships ALL partners must sign)