Terms & Conditions Of Business
Purchase Order Terms & Conditions
Offer and Acceptance
This Purchase Order is an offer by Buyer (entity identified in “From:” on the relevant Purchase Order) to Supplier and is not an acceptance of any prior offer made to Buyer by Supplier. Acceptance of this offer is expressly limited to its terms. DO NOT SHIP the goods herein ordered unless you intend to be bound by the terms and conditions contained herein, as shipment by Supplier of the goods or performance of the services ordered shall constitute acceptance of this offer to purchase. Upon acceptance by Supplier, this Purchase Order shall be the final written expression of agreement between Supplier and Buyer, constituting the entire contract between Buyer and Supplier and superseding all previous communications, either verbal or written, with respect to the subject matter contained herein. Terms and conditions of Supplier’s business forms inconsistent with the terms and conditions of this offer shall not become part of any resulting contract.
Supplier expressly warrants that all materials supplied pursuant to this Purchase Order will be new and conform to specifications, including but not limited to drawings, instructions, data, samples, standards, and regulations, and shall be of good workmanship, free from all defects, merchantable, and fit for the purpose intended. Supplier expressly warrants that any services provided pursuant to this Purchase Order will be as specified by Buyer or of the best quality if no quality is explicitly specified, be free from defects and fit for the purposes for which these types of Services are commonly acquired and will otherwise conform in all respects to the requirements of this Agreement.
Supplier further expressly warrants that (a) it has good title to the goods and right to transfer title free and clear of any lien, claim or other encumbrance of any kind; (b) all goods hereunder will conform to applicable law in any jurisdiction where the Supplier does business.
Supplier will make available to Buyer (by assignment or otherwise) all manufacturers’ warranties provided with respect to the Products. All of the foregoing warranties of Supplier shall survive any delivery, inspection, acceptance or payment and shall run to Buyer and/or its customers and users of the Products and/or the Services.
This warranty shall survive the earlier termination or expiration of the contract resulting from this Purchase Order. This warranty shall be in addition to all other warranties, express, implied, or statutory. Neither inspection nor payment by Buyer shall constitute a waiver of any breach of warranty. All warranties shall inure to Buyer, its customers and subsequent owners/ users of items or services covered hereunder or end products of which they are a part. Any nonconformance, in Buyer’s judgment, may result in termination for breach of any applicable purchase orders and/or contracts. Duration of this warranty will be a period of one year from date of receipt of such materials by Buyer.
Add warranty language from Supply Agreement to cover safety / health representations
Indemnity; Limitation of Liability
SUPPLIER AGREES TO DEFEND, PROTECT, INDEMNIFY, AND HOLD BUYER, ITS AFFILIATES, SUCCESSORS, ASSIGNS, CUSTOMERS, AND ALL SUBSEQUENT USERS (“INDEMNITEES”) OF MATERIAL SOLD HEREUNDER HARMLESS OF, FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, AND LIABILITIES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS AND REASONABLE COUNSEL FEES THAT MAY ARISE OUT OF
(i) SUPPLIER’S BREACH OF THIS PURCHASE ORDER; (ii) ANY INDEMNITEE’S USE OR ALLEGED USE OF GOODS PROVIDED BY SUPPLIER, (iii) ANY ALLEGATION THAT GOODS PROVIDED BY SUPPLIER CONTAIN CONFLICT MINERALS, MERCURY, PFAS OR OTHER CHEMICAL COMPOUND; OR (iii) SUPPLIER’S ACTUAL OR ALLEGED FAILURE TO COMPLY WITH APPLICABLE LAW, INCLUDING FOR EXAMPLE THE NOTICE AND/OR WARNING REQUIREMENTS UNDER ANY ENVIRONMENTAL, HEALTH, OR SAFETY LAW IN ANY LOCATION WHERE BUYER DOES BUSINESS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PAYMENTS BY SUPPLIER UNDER ANY WORKMEN’S COMPENSATION LAW AND UNDER ANY PLAN FOR EMPLOYEES’ DISABILITY AND DEATH BENEFITS SHALL BE SUBJECT TO INDEMNITY HEREUNDER. Remedies reserved to Buyer herein shall be cumulative and in addition to any other or further remedies provided by law. No waiver of any breach of these provisions shall be deemed to constitute a waiver of any other breach. Supplier shall have no obligation to indemnify Buyer where the claim arises solely from Buyer’s misconduct or gross negligence. Supplier agrees to cooperate with any and all requests from Buyer that may implicate these provisions
NOTWITHSTANDING ANYTHING ELSE CONTAINED HERE, IN NO EVENT WILL BUYER OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT A PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The foregoing indemnity and limitation of liability shall survive any termination or expiration of the contract from this Purchase Order.
Buyer shall not be billed at prices higher than stated on this Purchase Order unless authorized in writing by Buyer’s authorized representative. Supplier agrees that any price reductions made in items or services covered by this Purchase Order subsequent to its placement but prior to payment thereof will be passed to Buyer. Unless otherwise provided herein, Supplier shall bear the cost of carriage, boxing or storing of items covered under this Purchase Order. Supplier agrees that it will provide to Buyer the items or services at the lowest price charged to its other customers.
TIME IS OF THE ESSENCE –Delivery of items or services covered hereunder must be at the time or times specified herein or in written releases or other written instructions issued by Buyer. Buyer may, from time to time, change or temporarily suspend delivery or service schedules. In the event of late delivery of any items or late performance of any services covered hereunder, Buyer may, at its option and without further liability hereunder, partially terminate this Purchase Order for cause, vary delivery terms hereunder or obtain items or services from other sources. Any losses sustained or incremental costs incurred by Buyer as a result of late delivery, failure to meet Buyer’s specifications or failure to timely perform services shall be paid by Supplier to Buyer.
Title and Risk of Loss
Except as otherwise expressly provided, title to and risk of loss on all items shipped by Supplier to Buyer shall pass to Buyer upon delivery to Buyer. Cost of all returned shipments, for whatever reason returned, shall be borne by Supplier with title and risk of loss passing at Buyer’s location, unless otherwise specified by Buyer at time of return. Passing of title shall not negate any warranties or ongoing obligations in any goods or services owed to Buyer hereunder.
Inspection and Rejection
Buyer shall have the right to inspect any goods purchased or services rendered prior to its acceptance. Upon inspection, Buyer may give Supplier notice of rejection or revocation of acceptance, notwithstanding any payment, passage of title, approval, prior test, or inspection. No inspection, approval, test, delay, or failure to inspect or test, or failure to discover any defect or other nonconformance shall relieve Supplier of any obligations under this Purchase Order or impair or waive any right or remedy of Buyer with respect to Supplier’s performance hereunder. If, in Buyer’s judgment, items do not conform with Buyer’s requirements, Buyer shall have the right to reject items and, in addition to any other rights and remedies it may have, Buyer may, in its sole discretion: (1) return any or all nonconforming items to Supplier for reimbursement, credit, replacement, or repair as Buyer may direct; (2) correct, rework and/or repair items with all costs associated therewith to be charged to and paid by Supplier; or (3) hold any or all nonconforming items, at Supplier’s risk and expense, for disposal or correction according to Supplier’s instructions. Any items rejected by Buyer and returned to Supplier shall be returned, at Supplier’s risk and expense, with cost of packaging, handling, inspection, examination, transportation, and any other costs incidental thereto to be charged to and paid by Supplier. Such items shall not thereafter be tendered to Buyer for acceptance unless the previous rejection and requirement of correction are disclosed to Buyer in writing.
Unless otherwise agreed to by Buyer in writing, invoices will be paid within ninety (90) days after receipt. Payment for any items covered by this order shall not constitute Buyer’s acceptance of said items, Buyer shall have the right to inspect as provided for herein.
SUPPLIER MAY NOT MODIFY THE DESIGN OR CONTENT OF A PRODUCT SOLD UNDER THIS PURCHASE ORDER WITHOUT THE APPROVAL OF A BUYER. ALL PRODUCT CHANGES MUST BE CLEARLY IDENTIFIED BY MARKING THE PRODUCT AND MODIFYING THE PRODUCT NUMBER. ANY COSTS INCURRED BY BUYER ASSOCIATED WITH AN UNAPPROVED MODIFICATION WILL BE THE FULL RESPONSIBILITY OF THE SELLER.
Buyer shall have the right at any time to make changes in drawings, design, specifications, quantities, delivery schedules, methods of shipment or packaging in place of inspection, acceptance and/or point of delivery of any item to be furnished or service to be rendered under this Purchase Order. No change shall be effective unless authorized in writing by Buyer. Any acknowledgment by Supplier that contains terms in addition to or inconsistent with terms of this Purchase Order, or rejection of any term of this Purchase Order, shall be deemed a counteroffer to Buyer and shall not be binding upon Buyer unless accepted in writing by Buyer’s authorized representative. Performance by Supplier, in absence of any such acceptance of a counteroffer, shall constitute Supplier’s acceptance of terms and conditions of this Purchase Order.
Buyer shall have the right to cancel this Purchase Order or any part thereof at any time by written notice or verbal notice confirmed in writing.
A. Without Cause—Upon receipt of notice of termination, Supplier shall, unless notified otherwise, immediately discontinue work, cease delivery and ordering of materials and make reasonable efforts to cancel existing orders, contracts and subcontracts upon terms satisfactory to Buyer. Supplier, shall, after notice of termination, continue to perform such work as instructed by Buyer to preserve and protect work in progress, including material, equipment and facilities constructed, delivered or in transit, until relinquishing possession and control of same as provided in notice of termination. Upon compliance with notice of termination, Supplier shall be entitled to receive as compensation such sum as may be necessary to compensate Supplier for its actual costs, expenditures, and work theretofore performed in conjunction with this Purchase Order (each, a "Termination Cost"), as proven to Buyer in documented evidence, less any Termination Cost that reasonably could have been mitigated by Supplier. Any claim for Termination Costs must be submitted to Buyer within thirty (30) days after effective date of termination. Provisions of this subparagraph shall not limit or affect the right of Buyer to terminate this Purchase Order for cause and shall not apply to termination with cause. In no event shall Supplier's claim for Termination Costs exceed the total purchase order amount.
B. For Cause— If Supplier fails to make any delivery in accordance with agreed delivery date or scheduled or otherwise fails to observe or comply with any other instructions, terms, conditions, or warranties applicable to this Purchase Order, or fails to make progress so as to endanger performance of this Purchase Order or in the event of proceedings by or against Supplier in bankruptcy or insolvency or appointment or a receiver or trustee or an assignment for the benefit of creditors, Buyer may, in addition to any other right or remedy provided by this Purchase Order or by law, terminate all or any part of this Purchase Order by written notice to Supplier without any liability by Buyer to Supplier. In the event of termination for cause, Buyer may produce or purchase or otherwise acquire items or services elsewhere on such terms or in such manner as Buyer may deem appropriate and Supplier shall be liable to Buyer for any excess cost or other expenses incurred by Buyer.
Where property such as, but not limited to, tools, equipment and raw materials used in the manufacture of goods for Buyer are supplied by Buyer to Supplier or are specifically paid for by Buyer, title thereto shall at all times be and remain with Buyer. Such property shall be inspected and maintained by Supplier at its own expense and returned as directed by Buyer, f.o.b. Supplier’s plant, to destinations designated by Buyer. Risk of loss or damage to such property shall be assumed by Supplier while the same is in its possession. SUPPLIER AGREES TO DEFEND, PROTECT, INDEMNIFY, AND HOLD BUYER, ITS SUCCESSOR AND ASSIGNS HARMLESS OF, FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, AND LIABILITIES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING FROM DAMAGE TO OR LOSS OF PROPERTY OR INJURY TO OR DEATH OF PERSONS, ARISING FROM OR INCIDENTAL TO THE PRESENCE OR USE OF SUCH PROPERTY, AND WILL, AT BUYER’S REQUEST, FURNISH CERTIFICATES INDICATING THAT SUCH RISKS ARE PROPERLY COVERED BY INSURANCE POLICIES IN AMOUNTS NO LESS THAN $5M USD PER OCCURRENCE AND SATISFACTORY TO BUYER, IN WHICH BUYER IS NAMED AS AN INSURED PARTY.
Contracts Involving Performance of Labor on Buyer’s Premises
Where Supplier is required to enter premises occupied by or under Buyer’s control to perform services or otherwise, Supplier will inspect the premises involved, will provide all necessary safeguards for persons it brings onto the premises, WILL DEFEND, PROTECT, INDEMNIFY, AND HOLD BUYER AND ITS SUCCESSORS, ASSIGNS AND EMPLOYEES HARMLESS OF, FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, AND LIABILITIES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING FROM DAMAGE TO OR LOSS OF PROPERTY BY SUPPLIER, ITS EMPLOYEES OR OTHERS, OR FROM PERSONAL INJURIES OR DEATH TO SUPPLIER, ITS EMPLOYEES OR OTHERS, RESULTING FROM OR INCIDENTAL TO THE PRESENCE OF SUCH PERSONS ON THE PREMISES INVOLVED,
WHETHER THE SAME RESULTS IN WHOLE OR IN PART FROM BUYER’S NEGLIGENCE OR OTHER FAULT, BY ACT OR OMISSION, OR THAT OF BUYER’S EMPLOYEES, OR OTHERWISE, IT BEING THE INTENT OF THIS PROVISION TO ABSOLVE AND PROTECT BUYER AND ITS SUCCESSORS, ASSIGNS AND EMPLOYEES FROM ANY AND ALL LOSS BY REASON OF THE PREMISES; and Supplier agrees that it will maintain public liability and property damage insurance in reasonable amounts specified by Buyer, but in no event less than $5M USD per occurrence, and naming Buyer as an insured party, if so requested, covering the obligations set forth above and will at Buyer’s request furnish to Buyer certificates indicating such coverage and will maintain workmen’s compensation insurance covering all employees performing services related to this order on premises occupied by or under Buyer’s control.
Patents and Copyrights
SUPPLIER AGREES TO INDEMNIFY AND TO HOLD BUYER, ITS OFFICERS, AGENTS, EMPLOYEES, AND VENDEES (MEDIATE AND IMMEDIATE) HARMLESS FROM ANY AND ALL LOSS, EXPENSE, DAMAGE, LIABILITY, CLAIMS, OR DEMANDS, EITHER AT LAW OR IN EQUITY, FOR ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, INVENTION, DESIGN, TRADEMARK, OR COPYRIGHT ARISING FROM PURCHASE, USE OR SALE OF MATERIALS OR ARTICLES REQUIRED BY THIS PURCHASE ORDER EXCEPT WHERE SUCH INFRINGEMENT OR ALLEGED INFRINGEMENT ARISES BY REASON OF BUYER’S DESIGNS FOR SUCH MATERIALS OR ARTICLES FURNISHED BY BUYER TO SUPPLIER.
Definition; Independent Contractor
The term “Supplier” as used herein also includes subcontractors, independent contractors, and all classes of persons performing any type of work in connection with this Purchase Order or a related, applicable contract. At all times the Supplier shall be considered an independent contractor of Buyer.
Global Supplier Manuals
Supplier acknowledges that Buyer is committed to quality management systems and ethical conduct. Accordingly, as a requirement of doing business with Buyer, Supplier shall at all times comply fully , without exception, with the Global Supplier Handbook of Buyer’s Parent Company (“Quality Manual”) and its Global Code of Business Conduct (“Code of Conduct”) and Supplier Code of Conduct (“Supplier Code”), copies which are available and have been reviewed by Supplier at MSAsafety.com/vendors. Failure to strictly comply with the Quality Manual, Code of Conduct, or Supplier Code shall constitute material breach of this Purchase Order, entitling Buyer to terminate immediately and without further liability to Supplier.
This Purchase Order and all exhibits, addenda, attachments, related applicable contracts, and/or amendments hereto shall be interpreted and constructed in accordance with English law, without regard to its principles of conflicts of laws and excluding the UN Convention on Contracts for the International Sale of Goods. Venue for any suit by Supplier shall be in and only in the local courts sitting in Bristol, UK.
Compliance with Laws
Supplier shall comply with all applicable laws, orders and regulations of the regional, national, provincial, or local government or agency thereof that apply to this Purchase Order, including but not limited to workplace safety laws, export and import laws, anti-trafficking and anti-corruption laws, and any other environmental, health, or safety laws that apply to the goods in any jurisdiction where Supplier does business (“Applicable Law”). On request, Supplier shall furnish Buyer certificates of compliance with all Applicable Law. Supplier agrees to indemnify and hold Buyer harmless from and against any and all costs, penalties, fines, damages, and expenses, including reasonable attorney’s fees, suffered by Buyer, directly or indirectly through any failure of Supplier to comply with Applicable Law.
Notice of Per- and Polyfluoroalkyl Substances (“PFAS”)
Without limiting the generality of the foregoing provisions, Supplier acknowledges that PFAS are a group of man-made chemicals that includes PFOA, PFOS, GenX, and many other similar chemicals, which are now being regulated by a number of jurisdictions. If Supplier is providing any materials under this Purchase Order which contain PFAS, Supplier shall provide a notification to Buyer regarding a) whether any of the materials contain PFAS chemicals; b) the PFAS chemical used or present in the material; and 3) the reason PFAS chemicals are added to the material. For purposes of this Purchase Order, PFAS shall be defined broadly as a class of fluorinated organic chemicals containing at least one fully fluorinated carbon atom.
Any drawings, data, design, specifications, and other technical information supplied by Buyer shall remain Buyer’s property and shall be held in confidence by Supplier through best-in-class security protocols. Where applicable and without limiting anything else contained herein, Supplier shall comply with all international, regional, national, provincial, and local privacy laws applicable to this Purchase Order, including without limit the UK-implemented EU General Data Protection Regulation, as may be amended. For avoidance of doubt, and where applicable, Supplier shall be construed as a data processor (unless agreed otherwise) for purposes of such laws and shall not sell, retain, use or disclose personal data or personal information disclosed by Buyer other than to provide goods or services or otherwise authorized by Buyer.
This offer may not be assigned or portions subcontracted by Supplier without Buyer’s written approval. Supplier will hold in strict confidence all business secrets communicated to it by Buyer. Charges for packing or crating not allowed unless specifically arranged for. Any portion of this Purchase Order that is deemed ineffective under applicable law shall be removed from the resulting contract and replaced with an effective provision of similar economic effect.
Supplier agrees to allow Buyer or its authorized agent or contractor to perform routine audits of Supplier, including without limitation any of its manufacturing facilities or operations, to confirm that Supplier’s performance is in accordance with terms of this Purchase Order. Such audits shall be at reasonable times and places to be scheduled upon prior written notice from Buyer to Supplier. Supplier’s objection or refusal to participate in an audit pursuant to this provision shall constitute material breach of the terms of this Purchase Order.
This Purchase Order, the contract, and all exhibits, addenda, attachments, and amendments hereto constitute the entire agreement between Supplier and Buyer and may not be amended unless in writing signed by authorized representatives of Buyer and Supplier.
All representations, warranties and indemnity obligations contained in this Agreement shall survive termination, cancellation or expiration of this Agreement
Terms and Conditions of Sale
Each order submitted by a buyer/you shall constitute an offer to buy the relevant goods and/or services (the “goods”) from the relevant Bristol entity (the “Company” or “we,” “us,” “our”) as set out in our quotation for such goods (the “Quotation”) on the basis of our Quotation and the following terms and conditions. The contract between you and us for the sale and purchase of the goods (the “Contract”) shall be created when we accept your offer in writing. The Contract shall comprise our Quotation and these terms and conditions to the exclusion of all other terms and conditions including any terms and conditions contained in your purchase order form or which are implied by trade, custom, practice or course of dealing. You confirm that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.
Unless expressly agreed otherwise between the Parties in writing: (i) the prices quoted by us do not include costs for transportation (and any transportation-related charges) or statutory value added tax, and (ii) all orders under £ 1700 will incur a fixed charge for transportation, as specified in the Quotation. Express deliveries, transportation of dangerous goods, or special transportation requests from you will incur additional transportation charges.
The Parties may mutually agree on a price adjustment mechanism to cover potential increases of the our purchase prices charged by our suppliers. Prices quoted in Sterling for imported goods are subject at our option, to amendment to give effect to any alteration in import charges affecting such goods or to any change in the relevant exchange rates.
Your order must be accompanied by sufficient information to enable us to proceed with the order; otherwise we shall be at liberty to amend the prices quoted in the Quotation to cover any increase in cost which has taken place after your order was submitted. Any samples submitted to you and not returned to our works within one month from date of receipt of such samples by you shall be paid for by you. Orders, once acknowledged by us, may not be cancelled without express written authorisation by us. If and when authorised, appropriate fees may apply.
4. Limits of Contract
The Quotation include only such goods, accessories and work as are specified therein.
5. Delivery Time
Any time or date for delivery named by the Company is an estimate only, and the Company shall not be liable for the consequences of any delay.
6. Drawings etc.
All specifications, samples, drawings, and particulars of weights and dimensions submitted with the Quotation are approximate only and the descriptions and illustrations contained in our catalogues, price lists and other advertisement 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 have any contractual force. After your order has been accepted by us a set of certified outline drawings will be supplied at your expense and on request.
7. Inspection and tests
If tests other than those specified in the Quotation or tests in the presence of you or your representatives are reasonably required, these will be charged for and payable by you. In the event of any delay on your part in attending such tests after receiving seven (7) days notice that we are ready to carry out the relevant tests, such tests will proceed in your absence and shall be deemed to have been made in your presence.
We will accept no liability for failure to attain any performance figures, whether yours or quoted by us, unless we have specifically guaranteed them subject to any tolerances specified or agreed to by us. If the performance figures obtained on any test provided for in the Contract are outside the rejection limits specified therein, you will be entitled to reject the goods in respect of which such figures fall outside such limits, but we are to be given reasonable time and opportunity to rectify their performance before you become so entitled. If you become entitled to reject goods pursuant to this clause 8, we will repay to you any sum paid by you to us on account in respect of such goods. You assume responsibility that goods stipulated by you are sufficient and suitable for your purpose.
9. Liability for delay
Any times quoted for delivery by us are from the date of acceptance by us of the Acceptance and of all necessary information and drawings to enable us to put the work in hand in accordance with the Contract. All such times are to be treated as estimates only and are not of the essence and shall, in no circumstances whatever involve us in any liability for failure to deliver within such or any time. In all cases, whether a time for delivery be quoted or not, the time for delivery shall be extended by a reasonable period if delay in delivery is caused by instructions, or lack of instructions from you or by industrial dispute or by any force majeure event in accordance with clause 19 below. Times for delivery of material not in stock are based upon times received by us in good faith from third party suppliers.
In the event of variation or suspension of work caused by your instructions or lack of instructions the price of the goods shall be adjusted accordingly.
11. Delivery and carriage
Unless otherwise specified in the Quotation, the price quoted is ex-works. This value level may be subject to change. The appropriate level will be confirmed at point of order acknowledgment. Such carriage will incorporate values for relevant weights and dimensions.
12. Loss or damage in transit
We shall not be liable for any claim for labour or damages direct or consequential resulting from or occasioned by shipment, except for claims for direct damage of goods in transit or shortage of delivery a separate notice in writing is given to the carrier concerned and to the Company within three days of the receipt of goods, and in the case of loss of goods, notice in writing is given to the carrier concerned and to the Company and a complete claim in writing made within fourteen days of the date of consignment. Where goods are accepted from the carrier concerned without being checked, the delivery book of the carrier concerned must be signed ‘not examined’.
13. Terms of payment
Unless otherwise agreed by us in writing settlement of accounts is strictly net and payable within 30 days from the invoice date. Payment shall not be deemed to be received until we have received cash or clear funds in the bank account nominated in writing by us. Time of payment is of the essence. Any prices given are exclusive of VAT and you shall pay such additional amounts in respect of VAT as are chargeable on the supply of the goods. For the purpose of invoicing and billing each shipment shall be treated as a separate independent contract subject always to our credit officer’s approval and we may invoice you on or at any time after delivery of the goods. Payments utilising credit cards will incur a 2% surcharge. You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
14. Title of goods
Title in the goods shall only pass to you upon full payment of all outstanding payments being made in accordance with clause 13 above. You are nevertheless responsible for the safe custody, protection and preservation of the goods after delivery of the same and the risk in the goods shall pass in accordance with the applicable Inco terms as published by the International Chamber of Commerce from time to time and used for shipping purposes.
If we do not receive forwarding instructions sufficient to enable us to deliver the goods within 14 days after the date of notification by us that they are ready for delivery, you shall take delivery or arrange for storage. If you do not take delivery or arrange for storage, we shall be entitled to arrange storage either at our own works or elsewhere on your behalf and all charges for storage, insurance or demurrage incurred by us shall be payable by you.
16. Defects after delivery
All goods are subject to the express limited warranty that accompanies them. Unless otherwise stated, that warranty shall be as follows: the Company warrants that, within a period of twelve calendar months after such goods have been delivered to you, the Goods as provided shall be free from faulty design, materials or workmanship. The foregoing warranty is subject to (i) proper use of the goods by you and (ii) us receiving notice in writing as soon as possible after discovery by you of any such material defects and within the period of twelve calendar months after delivery. Buyer’s exclusive remedy for goods shown to be defective under the foregoing warranty shall be for us to make good by repair or, at our option, by the supply of a replacement material. Any repaired or new goods will be delivered by us free of charge. If you require us to carry out rectification on your site, we reserve the right to charge for any resulting additional costs. If, for any reason, we cannot repair or replace the faulty goods, your sole remedy will be limited to a full refund hereunder. We shall not be liable for any material defects in goods pursuant to this clause 16 in any of the following events: (1) you make any further use of such goods after giving us notice in accordance with this clause 16; (2) the material defect arises because you failed to follow our written or oral instructions as to the storage, use and maintenance of the goods or (if there are none) good trade practice regarding the same; (3) you alter or repair such goods without our prior written consent; or (4) the material defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions. In the case of defects in goods not of our manufacture, we shall make available to you any rights against the third party manufacturer which we may have under the terms of our contract with them but shall have no other liability whatsoever.
You will indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the buyer’s specification which involves the infringement of any letters patent or registered design.
All quotations for goods for which the supply is or may become subject to export, import, or other licence of the UK or any foreign government are subject to such licence being granted.
19. Force majeure
We shall not be in breach of the Contract and shall be relieved of liabilities incurred under the Contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of strikes, lock-outs or other industrial disputes or actions (whether involving our own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, shortages or labour or materials, or default of suppliers or subcontractors or any other causes whatsoever beyond our reasonable control (each one a “force majeure event”)
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Bristol, UK. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England.
If any court or competent authority finds that any provision of the Contract is invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
22. Legal Construction
Unless otherwise agreed in writing the Contract shall in all respects be construed and operated in accordance with English law and excluding the UN Convention on Contracts for the International Sale of Goods
23. Cancellation Policy
An Order, once acknowledged by us, may not be cancelled without express written authorization by us, If and when authorized, order cancellation fees may apply.
You shall comply with applicable law at all times during the Contract, including U.S. and European anti-corruption and anti-bribery laws; furthermore, you shall comply with all relevant provisions of MSA’s Global Code of Business Conduct, which is available at http://msasafety.com/ourEthics.
You (buyer) may not assign, delegate or otherwise transfer any of its rights or obligations under these Terms and Conditions of Sale or any Contract to a third party without our prior written consent.
You shall keep confidential and not disclose to any third party the content of any Contract and any non-public business and trade secrets and other confidential information regarding the Company, except as expressly agreed by us. Notwithstanding the above, you may disclose any such information to the extent required in order to comply with applicable law, the rules and regulations of any stock exchange or an enforceable order of a court or public authority; provided, however, to the extent legally permissible and practicable, you shall notify us in advance with any opportunity to comment, seek more information, or obtain further protection.
27. Limitation of Liability
Our liability under the Contract 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 or for compliance with any sample and description. Notwithstanding anything else provided herein, we shall not be subject to any liability arising from or related to this Contract for any indirect, punitive, special, incidental, or consequential losses (including loss of profits or revenue), regardless of whether in contract, tort, delict or otherwise, and whether or not foreseeable or previously advised of such damages. Notwithstanding anything else contained herein, our total liability to you in respect of all losses arising under or in connection with the Contract shall in no circumstances exceed the price of the goods provided that, notwithstanding any other provisions of these terms and conditions, our liability shall not be excluded or limited for death or personal injury caused by our gross negligence or fraud or misrepresentation or for anything else which it would be unlawful for us to exclude or limit.
28. Determination of Contract
If the buyer shall be in breach of the Contract or of any other obligations to the Company, or if the buyer shall make any arrangement of composition with creditors or commit any act of bankruptcy or if the buyer is a limited Company and any resolution or petition to wind up such company’s business (other than amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company’s undertakings or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any subsisting contract but without prejudice to any claim or rights of the Company.
Website Terms & Conditions
If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our Privacy Statement, available from https://www.msasafety.com/privacy-policy, govern Bristol Uniform Limited’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.
The term ‘Bristol Uniforms Limited’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Wathen Street, Staple Hill, Bristol, BS16 5LL. Our company registration number is 708126. The term ‘you’ or ‘yours’ refers to the user or viewer of our website.
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- We will take reasonable steps to ensure that the content on this website is free from malicious software. We will not be liable for any loss or corruption of data that you suffer as a consequence of the use of this website.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
- Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
- If we have your contact details, we may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes and changes to these Terms and Conditions.
- We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by us include an unsubscribe link. If you opt out of receiving emails from us at any time, it may take up to 10 business days for your new preferences to take effect.
- For questions or complaints about communications from us (including, but not limited to marketing emails), please contact us via msasafety.com/contact-us.
- Any and all personal information that we may collect will be collected, used and held in accordance with the provisions of the EU Regulation 2016/679 – the General Data Protection Regulation (“GDPR”); we may use your personal information to:
- Reply to any communications you send to us;
- Send you important notices
- Please see our Privacy Statement for more information: msasafey.com/privacy-policy.
- We will not pass on your personal information to any third parties.
- Cookies, a cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.
- We may use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.
- Overall, cookies help us provide you with a better website and service by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
- You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website. Bristol Uniforms Ltd is unable to offer any advice on how to customise your personal security settings.
- This website includes links to other websites and are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s) and we will not be liable for any loss or corruption of data that you suffer as a consequence of visiting these website(s).
- Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.