These terms and conditions apply automatically to the sale of any products and services including but not limited to shipping containers, pre-fabricated units, converted containers, flat-pack storage and office units and any other related or ancillary products, equipment, plant and machinery (hereafter referred collectively as the “Containers”) by Bell Container Trading Ltd (the “Seller”) to any third party (a “Purchaser”).
1 Delivery and Site Preparation
1.1 The Purchaser shall take delivery of the Containers at the site location as instructed by the Purchaser (the “Site”) on or before specified delivery date(s) as advised by the Seller in any communications between them (each delivery date referred to as a “Delivery Date”).
1.2 It is the Purchaser’s responsibility to ensure that there are no access restrictions to, within and from the Site and that the delivery location for the Containers within the Site is clear and level and the surface on which the Seller’s contracted hauliers are required to drive over and deliver the containers is hard-standing as the Seller’s contracted hauliers will be unable to drive over or position the Containers on grass or uneven or similar surfaces.
1.3 The Seller shall have no liability whatsoever for any loss or damages due to late delivery or non-delivery of the Containers. Where the Seller is unable to deliver the Containers on the appointed Delivery Dates the Seller shall use reasonable endeavours to provide the Purchaser with prior notice of such delayed delivery.
1.4 Preparation of all necessary ground-works and foundations suitable for the location of and the positioning of the Containers and connection of the Containers into mains water, drainage and electricity on-site remains the sole responsibility of the Purchaser. The Purchaser is also solely responsible for ensuring all necessary planning permission and any applicable building regulations and control requirements (including compliance and approval) have been sought in advance of the Containers being delivered to the Site. The Seller accepts no responsibility or liability whatsoever in relation to any planning permission, building control, health and safety and site requirements or related matters.
1.5 Should the Seller’s contracted hauliers be unable to deliver any of the Containers to the Site, due to access issues on Site, uneven ground surfaces or related matters, the Purchaser shall incur a demurrage or similar fee for non-delivery.
1.6 All orders accepted by the Seller are subject to variation and cancellation by the Seller without prejudice to the Seller’s accrued rights in the event that due performance is impracticable due to events including but not limited to acts of God, war, civil commotion, riot, strikes, lockouts, fire, drought, flood, poor or severe weather conditions, destruction or damage to premises plant or machinery, explosion, shortage, failure of fuel materials or transportation, acts of Governments, Local or Public Authorities or other causes beyond the Seller’s control or owing to the inability to procure materials, services or goods in connection with the Containers. The Seller shall not be responsible for any failure or inability to supply due to such contingencies.
1.7 The Purchaser shall be liable and pay or reimburse the Seller in respect of all additional expenses incurred by the Seller due to difficulties and delays with access to any delivery site and the site itself, including but not limited to any obstructions and obstacles on-site, overhanging cables, poor ground conditions.
1.8 Whilst the Seller shall use its reasonable endeavours to effect any delivery or make available any collection in accordance with pre-arranged times and dates, any time or date named by the Seller for collection or delivery is given and intended as an estimate only and the Seller shall not be liable to make good any damage or loss whether arising directly or indirectly out of any delay in collection or delivery. In respect of non-delivery or late delivery or defective goods the Seller shall not be liable for any claim for loss or profits, machine time or any other consequential loss or damage.
2 Warranties and other terms relating to Containers
2.1 Prior to the Delivery Date, the Purchaser shall be entitled to inspect the Containers at the Seller’s premises and, on that basis, the Purchaser hereby accepts that the Containers are sold “as is” and “as seen”.
2.2 Where the Containers consist of any second-hand or used containers, the Seller is unable to guarantee the construction or cosmetics (internal and external) of such container(s) which, externally, may show signs of rust.
2.3 Where the Containers consist of any new (single trip) containers, these units may have cosmetic damage including but not limited to slight dents or scuffs from their single trip journey from the factory.
2.4 The Seller is unable to make any representations and warranties, either express or implied, as to any matter whatsoever relating to the Containers and any installed fittings and fixtures therein including but not limited to (i) the design, quality, condition, availability or fitness for use of the Containers and any installed fittings and fixtures; (ii) the fitness of the Containers and any installed fittings and fixtures for any particular use or purpose of the Purchaser; and (iii) the conformity of the Containers and any installed fittings and fixtures to any minimum specifications which may be imposed by any local authority or equivalent body. For the avoidance of doubt, fixtures and fittings include but are not limited to internal appliances, doors, door furniture, worktops, electrics and glazed windows.
2.5 The Purchaser warrants that it is not a consumer as defined in the Unfair Contract Terms Act 1977 Section 12 and all other warranties conditions or terms relating to fitness for purpose merchantability or condition of the goods whether implied by statute or common law or otherwise are excluded.
2.6 While the Seller shall use its reasonable endeavours to ensure that the Containers and any other equipment is manufactured and/or supplied in accordance with the Purchaser’s specification, the Seller specifically reserves the right to alter any materials used in the manufacture of the goods and/or specifications thereof in its sole discretion and it is the Purchaser’s responsibility to ensure that the construction of all items and use of materials is in accordance with the Purchaser’s requirements.
2.7 The Purchaser agrees to indemnify the Seller against any claim made against the Seller concerning the copyright in any design relating to the Containers if converted to a specific design. In the event of the Seller incurring any such liability of whatever nature, the Purchaser will indemnify the Seller on a full indemnity basis including all and any such loss and expense incurred by the Seller howsoever arising.
3.1 The Purchaser acknowledges and agrees that the Seller shall have no liability to the Purchaser or any third party for any claim, loss or damage caused or alleged to have been caused directly, indirectly, incidentally or consequentially by the Containers, or by any inadequacy thereof or deficiency or defect therein, or by any incident whatsoever in connection therewith whether arising in strict liability or otherwise. Under no circumstances shall the Seller be liable hereunder for any loss of profits or for any special consequential or exemplary damages.
3.2 The Seller shall be entitled to sub-contract any service or order that the Seller agrees to perform for the Purchaser.
3.3 The Seller shall not be liable for any acts or omissions of sub-contractors whether nominated by the Purchaser or the Seller and the Purchaser shall be liable for any loss sustained by the Seller as a result thereof. The Purchaser shall also be bound to any terms and conditions of any subcontractor (to the extent that such terms are applicable to the Purchaser) and the Seller shall, if requested, provide the Purchaser with a copy of such terms and conditions.
3.4 Without prejudice to the generality of the conditions herein the Seller shall not be liable for any losses expenses incurred by the Purchaser as a result of the Seller’s failure to complete the works or by the stipulated delivery time as a result of variations in this Agreement sought by the Purchaser or delay in delivery of goods labour and equipment by any courier or recruitment company employed by the Purchaser or the Seller.
3.5 All quotations are provided for information purposes only and are not intended to create any binding legal relationships and information and pricing contained therein (including attached sketches / specifications) should not be relied up on definitively. Final pricing and specification is subject to confirmation at time of definitive order.
4.1 Title to the Containers shall pass to the Purchaser when the purchase price (as agreed between the parties) has been paid in full. All risk of loss or damage to the Containers shall pass to the Purchaser upon collection of the Containers from the Seller's depot or any sub-contractor's site or premises.
4.2 It is the Purchaser’s responsibility to insure the Containers against all risks. The Seller shall not be responsible for any loss or damage caused to the Containers whilst in transit or whilst the equipment is on-site arising from any cause. Any additional costs for the repair or replacement of the Containers and equipment (should it be damaged in transit or on-site) shall be borne solely by the Seller. The Seller recommends that insurance shall be affected by an insurance office of repute in the sum of the full value of the Containers together with a suitable contingency. Without prejudice to the generality of the foregoing the Purchaser is responsible for all public liability arising out or in connection with the use of the Containers supplied by the Seller and it is the Purchaser’s obligation to effect the appropriate insurance to indemnify the Seller in connection therewith.
5.1 The Purchaser may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Purchaser may have or alleged to have or for any other reason whatsoever.
5.2 If any part of these conditions and definitions are deemed to be invalid or unenforceable it shall not affect the validity of the balance of the conditions of sale or definitions.
5.3 The Seller reserves the right to vary prices (whether specifically quoted or otherwise) to take account of increases in cost of raw materials manufacture, transport or wages arising before delivery.
6 Governing Law
6.1 These terms and conditions and any dispute, proceedings or claim of whatever nature arising out of or in any way relating to these terms and conditions (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law.
6.2 Both the Seller and Purchaser shall also accordingly submit to the exclusive jurisdiction of the Courts of England.