Standard Terms of Business

1. Introduction – These terms and conditions are set out as the general terms under which we undertake our business. Where there are specific conditions relating to projects, they will be covered in a separate letter of engagement. All goods and services provided and supplied by us are sold only upon the following conditions. The placing of an order for any such goods and services, or the acceptance of our quotation or tender or of delivery of goods, includes acceptance of the following conditions. Unless expressly agreed by us in writing any other terms or conditions (including any which may be contained in your order) are excluded. Unless expressly incorporated in our quotation or tender, all descriptions, illustrations, drawings, dimensions, weights, measures, specifications, standards of performance or other descriptive matter or pre-contractual statements are approximate only and shall not form part of the contract. Our record of any order placed by you verbally shall be conclusive as to the type and quantity of product and the point and date of delivery. 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 these conditions. These conditions shall apply to any repaired or replacement goods supplied.

2. Applicable law – This engagement letter, the schedule of services, privacy notice and our standard terms and conditions of business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England & Wales will have exclusive jurisdiction in relation to any claim, dispute or difference concerning trading and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.

3. Bribery Act 2010 – In accordance with the requirements of the Bribery Act 2010, we have policies and procedures in place to prevent the business, its partners and staff from offering or receiving bribes.

4. Client monies – We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with, in accordance with the Clients’ Monies Rules.

5. Fees paid by you in advance for work to be performed and clearly identifiable as such, shall not be regarded as clients’ monies.

6. Communication – Unless you instruct us otherwise, we may where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

7. With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch . Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.

8. Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.

9. Confidentiality – Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external audit review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
10. We may, on occasions, subcontract to other specialist organisations. The subcontractors will be bound by our client confidentiality terms.

11. We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

12. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject of course
to the obligations of confidentiality referred to above.

13. Contracts (Rights of Third Parties) Act 1999 – The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it, unless we have expressly agreed in the Engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

14. Data Protection – You acknowledge that we will act in accordance with the privacy notice we have supplied to you.

15. Fees – Our fees may depend not only upon the time spent on your affairs, but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

16. Where requested we may indicate a fixed fee for the provision of specific services for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee only quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote requires review, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

17. If you do not accept that an invoice is fair and reasonable, and in line with any quotation we have submitted, you must notify us within 7 days of receipt, failing which you will be deemed to have accepted that the invoice is correct and payment is due.

18. Intellectual property rights – We will retain all copyright in any document prepared by us during the course of carrying out work for yourselves save where the law specifically provides otherwise. You are not permitted to disclose any proprietary processes or information we disclose to you during the course of a presentation or explanation of our systems. This specifically, but not solely, refers to our Asset Imagery process. Disclosure to others outside of your organisation is not permitted without firstly obtaining written approval from us.

19. Validity – Unless previously withdrawn, our quotation is open for acceptance within the period stated therein or, when no period is so stated, within 30 days after its date, and is subject to written confirmation by us at the time of acceptance. All goods are offered subject to their being available upon receipt of order.

20. Delivery – Unless otherwise specified, the price quoted includes delivery to any premises specified by you within our delivery area, full details of which are available on request. The risk in all goods passes to you when they first enter those premises or are placed in store awaiting further delivery instructions. We reserve the right to choose the method of transport, to charge for deliveries outside our delivery area, and to charge you with all manufacturers’ carriage charges for special items.

21. Delivery Period- Time for delivery shall not be of the essence of the contract unless previously agreed by us in writing. Any dates or times quoted for delivery are approximate only as we are subject to the manufacturers’ or suppliers’ delivery promises which we pass on to you in good faith. For the avoidance of doubt such delivery dates or times given to you shall not create a contractual obligation to deliver on such date or time and accordingly no liability shall be accepted by us for any claim by you or any third party for direct or consequential loss or damage arising from delay in delivery.

22. Delay in Accepting specific Deliveries – If we do not receive sufficient forwarding instructions within 14 days after notification that the goods are ready for dispatch, you will either take delivery or arrange for storage. If you are unable to accept the delivery, and have not given a suitable period for it to be delayed, we shall be entitled to arrange storage on your behalf and at your risk, either at our own premises, or elsewhere (making a charge of 1½% of the invoice value of the goods per month). We shall be entitled to payment as if the goods had been duly delivered. All charges for storage insurance or demurrage will be payable by you.

23. Acceptance of Delivery – Unless you give us written notice within 7 days from the date of delivery that the goods are not in conformity with the contract, you are deemed to have accepted the goods.

24. Passing of Property – Notwithstanding delivery, all goods supplied by us will remain our absolute property until you pay in full for them and for all other goods previously supplied by us.
You will store the goods in such a way that they are readily identifiable as our property, but you may sell them to a third party in the normal course of your business. Upon any sale by you of the goods (either alone or with other items) all rights which you have against the buyer shall automatically vest in us. We shall be entitled immediately after giving notice of our intention to repossess, to enter upon any premises with such transport as may be necessary and repossess any goods to which we have title under this Clause. If you incorporate the goods we supply to you into other products with or without materials you already possess or which are supplied to you by third parties, the property in such other product will pass to us and you shall store them without charge on our behalf as bailee. You shall not be entitled to pledge or in any way charge by way of security any of the goods which remain our property but in the event you do so all moneys owing by you to us shall without prejudice to any other right or remedy available to us forthwith become due and payable.

25. Loss or damage in transit – Any shortage or damage must be clearly stated upon the Delivery Sheet and a written statement of the facts received at our offices and by the Carrier (if not ourselves) within 3 days after the date of delivery, otherwise no claim will be entertained. The package and contents should be retained for examination. Written notice of any non-delivery must be received at our offices within 7 days after the date of invoice. Time is of the essence of this clause. Our liability in respect of any claim accepted under this Clause is limited to making up the shortage or replacing any goods proved to have been damaged or lost in transit to the point of delivery, and we accept no liability for any loss or damage suffered by you, whether direct or consequential and howsoever arising.

26. Payment in full without retention or set-off and in cleared funds shall be due not later than 30 days from the date of the invoice, or in line with the terms offered. If you do not comply punctually with these terms of payment we reserve the right to charge you interest on any amount overdue at the rate of 8% plus Bank of England base rate being the statutory rate of interest and fixed sums pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 together with the payment of any fixed and reasonable costs incurred by us and without notice to suspend further deliveries until all arrears (including interest) have been paid and, at our option, to rescind any subsisting contract with you as to all or any parts of future deliveries but without prejudice to any rights already accrued to us under such contracts any sums payable under which also become payable to us immediately any amount becomes overdue pursuant to this Clause.

27. All goods supplied by us are manufactured by others. Accordingly, we shall pass on to you the benefit of the warranty, if any, given by the manufacturer of the goods. Our liability under this Clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods, and we shall not be under any liability, whether in contract, tort or otherwise in respect of any goods or loss resulting from such defects or from anything done or omitted in connection with the goods or from any work done in connection therewith.

28. In no circumstances may goods supplied against a firm order be returned without our prior written consent and the receipt of your advice note stating the reason for the return and the date and number of our invoice. All goods returned must be securely packed and, unless we arrange collection, consigned carriage paid. If we collect we reserve the right to make a handling charge, and the issue of our collection note will not bind us to issue any credit in respect of the goods.

29. We may without prejudice to our other rights and remedies determine the contract or any unfulfilled part of it or withhold further deliveries or make partial deliveries if:-
(a) you fail to make payment on the due date under this or any other contract between us.
(b) you purport to cancel or suspend, or commit any breach of, this or any other contract between us;
(c) you become insolvent or make any composition with your creditors or have an administrator or a receiver appointed over all or any part of your undertaking or assets or go into liquidation (save for the purposes of amalgamation or reconstruction) and we shall be entitled to recover from you all our loss including any loss of profit or loss on re-sale.

30. Exclusion of liability for loss caused by others – We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to a failure to act on our advice or a failure to provide us with relevant information.

31. Exclusion of liability in relation to circumstances beyond our control – We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.

32. Exclusion of liability relating to the discovery of fraud etc. – We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or wrongly misrepresented to us or from fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to us without further enquiry.

33. The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in writing that a specified third party may rely or make use of our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addresses, for any advice, information or material produced as part of our work for you that you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.Reliance on advice – We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

34. Quality of service – We aim to provide the highest quality of service at all times. If you would like to discuss with us how our service could be improved, or if you are dissatisfied with the service that you are receiving please let us know by contacting the Divisional Director. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.

35. Third parties – Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.

 

Contact Us

Call

07970 138009

Address

Benecrofte
Vale of Glamorgan
CF62 3HJ

Copyright 2021 Benecrofte Ltd