BAILEY SOLUTIONS LIMITED: TERMS AND CONDITIONS FOR THE SUPPLY OF LIBRARY BARCODE ACCESSORIES
In these Terms and Conditions:
- “BS” means Bailey Solutions Ltd
- “you” and “your” means the person, firm, company or other organisation whose order for Services is accepted by BS
- “Contract” means the contract formed between BS and you once your order for Library Barcode Accessories has been accepted by BS under clause 2.2 below
- “Library Barcode Accessories” means the library barcode labels, library cards, library barcode scanners or other library accessories or equipment which BS is to supply on confirmation of your order.
Basis of Supply
All estimates, quotations, proposals and other pre-Contract communications by BS, and all Contracts entered into by BS for the delivery of Library Barcode Accessories, are subject to these Conditions, which shall apply to the exclusion of all other conditions not expressly agreed to in writing by BS, whether express or implied by law or otherwise. These Conditions may only be varied in writing signed by a respective duly authorised representative of BS and you.
No estimate, quotation or proposal issued by BS is an offer which is capable of acceptance by you to form a contract. Your order for Library Barcode Accessories shall be deemed placed upon these Conditions and shall constitute an offer which BS may accept or reject. BS may accept such offer in writing or otherwise, including for example by commencing delivery of the Library Barcode Accessories ordered. If BS accepts your order, then there shall be a binding contract between BS and you.
Any typographical or clerical error or omission in any sales literature, quotation, acceptance of order, invoice or other document or information issued by BS shall be subject to correction without any liability on the part of BS.
You shall be responsible to BS for ensuring the accuracy of the terms of any order submitted by you, and for giving to BS any necessary information relating to the Library Barcode Accessories within a sufficient time to enable BS to perform the Contract in accordance with its terms.
The specification for the Library Barcode Accessories shall be that set out in BS’s quotation or as otherwise agreed in writing by BS.
The price of the Library Barcode Accessories shall be BS’s quoted price as set out in BS’s quotation and/or acknowledgement of order, which is valid for a period of 1 month from the date of such order. The price of the Library Barcode Accessories is inclusive of any value added or other applicable tax, which you shall be additionally liable to pay to BS.
BS may, by giving written notice to you at any time before delivery, increase the price of the Library Barcode Accessories to reflect any increase in the cost to BS which is due to:
- any change in delivery dates which is requested by you and agreed to in writing by BS; or
- any delay caused by any of your instructions or your failure to give BS adequate information or instructions or other reasonable co-operation.
Subject to any special terms agreed in writing between BS and you, BS shall be entitled to payment in advance for the Library Barcode Accessories:
- You shall pay the price of the Library Barcode Accessories including VAT and shipping costs upon conformation of your order or within 30 days of the date of BS’s invoice.
- If you fail to pay any sum due to BS under the Contract when it is due, then, in addition to any other rights and remedies available to it, subject to clause 11 below, BS may cancel the Contract or suspend further performance of the Contract and charge you for all additional costs resulting from such suspension and any subsequent resumption of the Contract.
Performance of the Services
Any dates or times quoted for delivery of the Library Barcode Accessories are approximate only. BS shall use reasonable endeavours to meet them but so long as it uses such reasonable endeavours it shall not be liable for any delay in such performance. Time of delivery of the Library Barcode Accessories shall not be of the essence of the Contract unless otherwise agreed by BS in writing.
You will facilitate the delivery of the Library Barcode Accessories by BS by giving to BS such assistance as BS may reasonably require, including but not limited to supplying the barcode start number and format or the design assets for library cards. BS shall not be liable for any non-performance or delayed delivery of the Library Barcode Accessories where such non-performance or delay results from any failure, default or non-cooperation on your part (whether or not such failure, default or non-cooperation is due to any cause beyond your reasonable control).
BS warrants that it will deliver the Library Barcode Accessories with reasonable care and skill. If BS is shown to be in breach of this warranty it shall at its option and cost re-deliver the Library Barcode Accessories, or refund any fees paid by you in respect of such Library Barcode Accessories. The foregoing warranty is subject to the condition that BS shall be under no liability in respect of such warranty if the price for the Library Barcode Accessories has not been paid in full by the due date for payment
Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. BS does not exclude or restrict its liability for death or personal injury resulting from its negligence or the negligence of any of its sub-contractors servants or agents, or insofar as any exclusion or limitation of its liability here under is otherwise prohibited, void or unenforceable.
BS shall not be liable for any loss, costs, claims, damages or expenses arising from any instructions supplied by you which are incomplete, inaccurate, illegible, out of sequence, or are late in arriving or fail to arrive, or arising from any other fault of you.
Either party shall not be deemed in breach of the Contract, or otherwise liable to you, by reason of any delay in performance, or non-performance of any of its obligations under the Contract to the extent that such delay or non-performance is caused by any event or circumstance beyond its reasonable control.
BS may at any time by notice in writing to you terminate the Contract with effect from the date of service of such notice if:
- you commit a material breach of the Contract and fail to remedy such breach within 30 days after BS has given written notice to you identifying the breach and requiring it to be remedied; or
- if you are unable to pay your debts as they fall due or if any petition is presented for the appointment of an administrator or receiver or trustee in bankruptcy in respect of you or any part of your undertaking or assets or an administrative receiver is appointed in respect of any of your undertaking or assets or if you make or attempt to make any arrangement with or for the benefit of your creditors or if you cease or threaten to cease to carry on business
Consequences of Termination
Termination of the Contract for whatever cause shall be without prejudice to BS’s right to delivery of the Library Barcode Accessories supplied under the Contract and without prejudice to any other right or remedy of BS including without limitation any right to sue for breach of the Contract.
If the whole or any part of any provision of the Contract is determined to be invalid or unenforceable then such provision or part shall be severed from the body of the Contract which shall continue to be valid and enforceable to the fullest extent permitted by the law.
Any failure or neglect by BS to enforce at any time any provision of the Contract shall not be construed as nor deemed to be a waiver of any of BS’s rights under the Contract.
The Contract is personal to you and you may not assign or delegate the whole or any part of the benefit or burden of the Contract without the prior written consent of BS. BS shall be entitled to sub-contract any or all of its obligations under the Contract and to assign the Contract.
The headings in these Conditions are for convenience only and shall not affect interpretation.
The Contract shall be governed by and construed in accordance with English law. The parties will attempt in good faith to negotiate a settlement to any claim or dispute arising out of or in connection with the Contract. If the matter is not resolved by negotiation the parties will refer the dispute to mediation in accordance with the procedures of the Centre for Dispute Resolution (CEDR). If the parties fail to agree within 60 days of the commencement of the mediation procedure the dispute shall be referred to litigation and the parties hereby submit to the non-exclusive jurisdiction of the English courts in relation to such litigation.
Neither party shall make reference to the other party or their business or any aspect of it, in any oral presentation, meeting, literature, promotional material or brochures without the prior written consent of the other party.