Terms and Conditions
In these terms and conditions, the following words shall have the following meanings:
“the Company” Shall mean Brasilian Imports.net Ltd.
“the Goods” shall mean the products, articles, services or things offered for by the
Company.
“the Customer” shall mean the corporate entity, firm or person seeking to purchase the
Goods from the Company.
All orders are placed and accepted by the company only under these terms and conditions.
2.1. These terms and conditions exclude any other terms and conditions inconsistent
therewith the Customer might seek to impose even though such other terms and conditions
may be submitted in a later document and/or purport to exclude or supersede any terms and
conditions inconsistent with them or may be contained in any offer acceptance or counter
-offer made by the Customer.
2.2 No variation of these terms and conditions is permitted unless expressly accepted by
a Director of the Company in writing.
2.3 Quotations which comprise an invitation to treat may be withdrawn at any time.
2.4 Any order given in respect of a quotation must state the date and reference of the
quotation.
2.5 The Company has the right to sub-contract any order or part of any order.
3.1 The Customer shall not be entitled to cancel the contract without the written
agreement of the Company signed by a Director. In the event of such agreed cancellation
the Customer shall indemnify the Company fully against all expenses incurred up to the
time of such cancellation
3.2 All prices quoted are exclusive of Value Added Tax where applicable. Sales
identifiable or notified as consumer sales under the Unfair Terms Act 1977 will include
Valued Added Tax where applicable.
4.1 Payment for Goods shall be made on or before the date fixed in accordance with the
terms agreed between the Customer and the Company for the operation of the account
between them.
4.2. In the event that payment shall not have been made by such date the Company shall be
entitled to recover from the Customer interest on any outstanding balance at the rate of
8% above the base rate of Barclays Bank PLC for the time being in force for the period
from such date until the date of payment.
4.3 The Company reserves the right by giving notice to the Customer at any time before
delivery to increase the price of the Goods to reflect any increase in the costs to the
Company (such as, but without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, increase in the cost of labour, materials or other
costs of manufacture), any change in delivery dates, quantities or specifications for the
Goods which is requested by the Customer or any delay caused by any instructions of the
Customer or failure of the Customer to give the Company adequate information or
instructions.
4.4 The Company reserves the right at any time at its discretion to demand security for,
or vary the terms and method of, payment before continuing with or delivering Goods in
satisfaction of any order not withstanding any subsisting agreement to provide credit to
the Customer.
4.5. If the Customer fails to make any payment on the due date then without prejudice to
any other right or remedy available to the Company the Company shall be entitled to:
i) Cancel any subsisting supply contract with or suspend any further deliveries to or
collections by the Customer.
ii) Appropriate any payment made by the Customer to such of the Goods (or the Goods
supplied under any contract between the Customer and the Company may think fit
notwithstanding any purported appropriation by the Customer.
4.6. Any sums payable by the company to the Customer on any account may at any time be
offset by the Company against any sums payable by the Customer to the Company.
4.7. If the Customer (being a Company) has a Petition presented for its winding-up or the
Appointment of any Administrator or passes a resolution for voluntary winding-up
otherwise than for the purpose of a bonafide amalgamation or reconstruction or enters a
scheme of arrangement of Voluntary Arrangement or compounds or makes any proposal to or
enters into any arrangement with its creditors or has a Receiver or Manager or an
Administrative Receiver appointed over all or any part of its assets or (being an
individual) has a Petition presented for his Bankruptcy or becomes bankrupt or insolvent
or enters into any arrangement with his creditors or makes or has made an application for
an Interim Order in connection with a proposal to Creditors for a Voluntary Arrangement
or commits in either case a material or serious breach of this Agreement (and in the case
of such a breach being remediable fails to remedy it within 7 days of receiving notice to
do so), the Customer will be deemed to have repudiated all contracts and all sums owing
to the Company on any account shall become due and payable forthwith without requirement
for any notice to be given, and further, in either case the Customers power of sale and
use in Clause 7 shall automatically cease.
Delivery will be deemed to have been effected when the Goods leave the premises of the
Company or, as the case may be, the premises of the suppliers to the Company or,
circumstances where Goods are delivered direct from such suppliers or, where the Goods
are not delivered by the Company, but by an independent carrier, delivery of the Goods by
the Company to the carrier shall be delivery to the Customer.
5.1. Delivery dates are given in good faith but are not guaranteed and no liability will
be accepted for any loss whatsoever suffered or caused through late delivery and time of
delivery shall not be of the essence.
5.2. The Company reserves the right to make delivery by instalments and tender a separate
invoice in respect of each instalment.
5.3. Goods may be collected by prior agreement with the Company and if so agreed the
Customer shall collect the Goods within 14 days of being notified they are available for
collection. Thereafter the Customer will incur storage charges at the current rate
applied by the Company.
5.4. When a Customer collects the Goods his vehicle shall be equipped with sufficient
skids to enable loading by fork-lift truck. The Customer shall be solely responsible for
the size, weight and positioning of any load on his vehicle and shall fully indemnify the
Company from any claims or actions arising therefrom.
5.5 Where the Company agrees to deliver the Goods delivery will be to the nearest hard
metalled road surface. The customer shall be entirely responsible for the prompt
unloading of the Goods and the provision of suitable labour and equipment.
5.6 The Customer shall take delivery or accept the Goods within the time limit provided
in the contract.
Failure to do so shall entitle the Company to invoice the Customer or to treat the
contract as repudiated and it may without prejudice to its other rights accept such
repudiation without notice as termination thereof.
5.7. All sales “to arrive” shall be subject to shipment and safe arrival. Any variation
in the total of the war risk insurance rate or of any charge, tax, levy, duty or impost
on the Goods shall be for the Customer’s account. Instructions for delivery must be given
in time to enable them to be carried out upon arrival. In the absence of instructions or
if the Customer having given instructions fails to make suitable arrangements for their
execution the Company may take such steps as they in their absolute discretion consider
to be necessary to clear the Goods and may recover from the Customer all expenses thereby
incurred.
5.8. The Customer is under a duty wherever possible to inspect the Goods on delivery or
collection failing which the carriers note or such other note as appropriate shall be
marked “not examined”
If the terms of this Clause are not complied with, the Company shall be under no
liability for any shortages, goods damaged in transit or visual defects that would be
apparent on careful inspection and, in any event, will be under no liability unless a
written complaint is delivered to the Company within two working days of delivery or
collection detailing the alleged damage, shortages or visual defect.
6.1. In all cases where damage, shortages or visual defects are complained of by the
Customer the Company shall be under no liability in respect thereof unless a reasonable
opportunity to inspect the consignment in which the Goods complained of are contained,.
including all or any strapping, battens or packaging, is provided to the Company before
any use is made of the Goods or any alterations or modifications are made thereto by the
Customer.
6.2. Subject to the foregoing the Company shall make good any shortages in the Goods and
where appropriate collect any of the goods damaged in transit or with visual defects and
replace the same as soon as it is reasonably able to do so, but otherwise shall be under
no liability whatsoever arising for such shortage, damage or visual defect.
6.3. Any alleged damage, shortage or visual defect shall not constitute valid grounds for
the Customer to delay payment in respect of the Goods delivered.
Risk in the Goods shall pass to the Customer when the Goods are delivered or when the
Customer is notified they are available for collection.
7.1. Not withstanding the passing of the risk the ownership of all the Goods sold by the
Company to the Customer shall remain with the Company until the Customer has paid the
price for the Goods in full, and no other sums whatever shall be due from the Customer to
the Company. For the purpose of these terms all liquidated sums owed by the Customer to
the Company on any account or grounds whatsoever shall be deemed to form part of the said
price.
7.2. Not withstanding that the Goods (or any of them) remain the property of the Company
the Customer shall sell or use the Goods in the ordinary course of the Customer�s
business at full market value for the account of the Company. Any such sale or dealing
shall be a sale or use of the Company�s property by the Customer on the Customer�s own
behalf and the Customer shall deal as principal when making such sales or dealings. Until
property in the Goods passes from the Company the entire proceeds of the sale or
otherwise of the Goods shall be held in trust for the Company and shall not be mixed with
other money or paid into any overdrawn bank account and shall be at all material times
identified as the Company�s money.
7.3. The Customer will hold the Goods as fiduciary agent and bailee for the Company.
7.4. The Goods shall, subject to Clause 7.2 be kept separate and distinct from all other
property of the Customer and of third parties and in good and substantial repair and
condition and be stored in such a way as to be clearly identifiable as belonging to the
Company and the Customer will not allow any interference with any identification marks or
serial number on the goods.
7.5. Without prejudice to any other rights the Company may at any time revoke the power
of sale and use contained in Clause 7.2 by notice to the Customer if the Customer is in
default for longer than 7 days in the payment of any sum whatsoever due to the Company
whether in respect of the Goods or any other goods supplied at any time by it to the
Customer or if the Company has bona fide doubts as to the solvency of the Customer.
7.6. The Customer shall place any of the Goods in its possession or under its control and
unsold at the disposal of the Company and the Company by its servants or agents shall be
entitled to enter upon any premises of the Customer or any premises under the Customer’s
control or to which the Customer has a right of access for the purpose of inspection,
repossession and removal of such Goods at any time. In the event that any latent defect
in the Goods is discovered by the Customer during the period of 1 month from the date of
delivery of the Goods, and the Customer informs the Company of the said defect in writing
within 7 working days of discovery and the said defect having been caused by faulty
design manufacture materials or workmanship but not by abnormal use misuse or neglect the
Company will, at its option either repair the Goods at its own expense, replace the Goods
or refund the purchase price of the Goods .
7.7 The Company shall be entitled to recover the price of the Goods (plus VAT)
notwithstanding that the property in any of the Goods has not passed from the Company.
7.8 The Customer shall not pledge or in any way charge by way of security for any
indebtedness any of the Goods which are the property of the Company. Without prejudice to
the other rights of the Company, if the Customer does so all sums whatever owing by the
Customer to the Company shall forthwith become due and payable.
8.1. Where samples are submitted, these are drawn from bulk and are representative of the
whole and no guarantee can be given that every item will be the same in all material
respect as the sample
8.2. The Goods are supplied on the basis that they conform to the written description
contained on the acknowledgement of order form. No warranty can be given that Goods
supplied conform to sketch plans or drawings provided by the Company or the Customer or
to illustration or descriptions in catalogues or trade literature.
8.3. In the event that the Company provides estimates of quantities or measurements on
the basis of drawings and/ or Bills of Quantities and/or specifications submitted by the
Customer, the Company shall exercise reasonable care in so doing but the Company accepts
no liability for inaccuracies in the estimates or calculations.
8.4. Any Goods manufactured to the design or specification of the Customer or its experts
are produced without warranty of any kind except their compliance with the design or
specification. The Customer will unconditionally fully and effectively indemnify the
Company in respect of any claim resulting therefrom including the infringement of patent,
copyright, design, trademark or any other industrial or intellectual property rights
resulting from the Company’s use of the said design or specification.
8.5. Design and Advisory Services (including the preparation of drawings, specifications,
contract particulars and the like) are provided with reasonable care and skill, but no
other representation or undertaking is made or is to be implied in connection with any
such services nor shall the Company be under any liability whatsoever in respect of these
services if erection is carried out before any necessary approvals are obtained.
8.6. If the Company arranges processing of Goods on behalf of the Customer by a third
party such processing will be carried out under the Standard Terms and Conditions of the
third party (copies available on written request) and entirely at the Customer’s own risk
and cost. No undertakings or warranties either express or implied are given in respect of
any processed Goods.
8.7. The Customer is deemed to be fully conversant with the nature and performance of the
Goods including any harmful hazardous effects resulting from their usage and shall not be
reliant in any way upon the advice, skill or judgement of the Company. The Company’s
employees or agents are not authorised to make any representations concerning the Goods
whatsoever, other than those confirmed by the Company in writing.
8.8. Notwithstanding anything to the contrary contained in these conditions if and to the
extent that any person by whom the Company has been supplied hereunder validly excludes,
restricts or limits his liability to the Company in respect of Goods supplied or of any
loss or damage arising in connection therewith then the liability of the Company to the
Customer in respect of the said Goods shall be correspondingly excluded, restricted or
limited The Company will, upon request, supply the Customer with details of any such
exclusions, restriction or limitation.
8.9. Save as set out in the foregoing sub-clauses no other terms whether conditions
warranties or innominate terms, express or implied statutory or otherwise shall form part
of this contract (except where the Customer deals as a Consumer within section 12 of the
Unfair Contract Terms Act 1977 when the terms implied by sections 13. 14 and 15 of the
Sale of Goods Act 1979 shall be implied into the Contract).
8.10 The Company shall not be liable for any consequential loss or indirect loss suffered
by the Customer or any third party in relation to this contract (except personal injury
directly attributable to the negligence of the Company) and the Customer shall hold the
Company fully and effectually indemnified against such losses whether arising from breach
of a duty in contract or tort or in any way including losses arising from the Company’s
negligence. In no circumstances whatsoever shall the Company’s liability (in contract,
tort or otherwise) to the Customer arising under, out of or in connection with this
contract or the Goods supplied hereunder exceed the invoice price of the particular Goods
Concerned.
If any provision of these conditions is held by a competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these
conditions and the remainder of the provision in question shall not be affected thereby.
The Company shall not be liable for any failure to deliver or delay in delivery of the
Goods arising from circumstances outside its control including but not limited to lock-
outs, fire accidents, defective materials, delays in respect of raw materials or bought-
in goods or components.