Bragard is a trading brand of Kwintet (“we” or “us”). These terms of business relate solely to the Bragard brand
1.1 Whenever we agree to sell our goods these terms apply without variation and to the exclusion of any other, inconsistent or implied terms, conditions or warranties (all of which are hereby excluded and shall not apply to you or us to the fullest extent permitted by law) unless otherwise agreed in writing by a Director of Kwintet.
1.2 No order placed by you shall be deemed to be accepted by us until a written acknowledgement of order is issued by us or (if earlier) we deliver the goods to you. No order deemed to be accepted by us may be cancelled by you except in accordance with paragraph 9.1.
1.3 You are responsible to us for ensuring the accuracy of the terms of any order submitted by you and for giving us any necessary information within a sufficient time to enable us to perform our obligations regarding the supply of goods to you.
1.4 We reserve the right to make changes to the items shown in this catalogue.
1.5 We do our best to limit variations in colour, but owing to technical constraints there may be appreciable differences in colour between our products and the images of them in the catalogue. There may also be appreciable variations in colour between different batches of the same products.
1.6 We make every effort to ensure that the descriptions of items are reasonably accurate.
1.7 We are a business-to- business supplier and therefore this catalogue and these terms are addressed to business customers only.
1.8 Any typographical, clerical or other error or omission in this catalogue or other sales literature or other document or information issued by us shall be subject to correction without any liability on our part.
1.9 The product stock online is not real time.
2 Delivery and Carriage
2.1 Delivery is made at your premises or at such other location agreed by you and us in writing. At our discretion we may deliver the goods in reasonable instalments. Each instalment is to be treated as a separate contract, and you must accept and pay for instalments accordingly.
2.2 If you fail to accept delivery when tendered we may store the goods until actual delivery and charge you for the reasonable costs of storage and (if you have not yet paid for the goods) re-sell the goods concerned without incurring any liability to you.
2.3 We reserve the right to deliver up to 5% more or less than the quantity of goods ordered without any adjustment in the price payable by you and the quantity so delivered shall be deemed to be the quantity ordered.
2.4 You must pay our delivery charges in addition to the quoted price.
2.5 You must notify us in writing of any claim for non-delivery of goods or damage to the goods in transit or material defects in the goods within 7 days of the date of either the invoice for them or (if sooner) delivery of them to you and you must return such damaged or defective goods to us or make them available for collection by us in accordance with our instructions.
2.6 Our liability in respect of any such claim notified to us within 7 days is limited to replacement of the goods or credit or refund of the price, at our discretion, and does not extend to any indirect or consequential loss.
2.7 Where applicable for overseas deliveries, you shall be responsible for obtaining any necessary import licences or permits and for complying with any legislation or regulations governing the importation of the goods into the country of destination.
3.1 The price of the goods will be the current price in force at the date of despatch. All prices exclude delivery charges, VAT and, where applicable for deliveries to Jersey, States of Jersey Goods and Services Tax (GST) and, where applicable for overseas deliveries, any export and import duties and levies. Any delivery charges, VAT and (if applicable) GST and export and import duties and levies are payable in addition to the contract price.
3.2 Prices in this catalogue are valid as at the date on which this catalogue was printed, but we may change these prices from time to time. The prices in this catalogue may vary from the prices offered for our goods through our website.
3.3 You must pay our reasonable extra charges in respect of (a) any special arrangements we may agree to make at your request in order to expedite delivery; (b) any costs, expenses and liabilities we may incur because you have given inadequate or inaccurate instructions.
Estimates Subject to availability, we aim to despatch goods within 2 working days of order and delivery by our chosen carrier usually takes a further 2 working days, but this is only an estimate and time is not of the essence.
5.1 We may invoice you for the goods together with any applicable sums referred to in paragraph 3.1 VAT when they, or any instalment of them, are dispatched to you or to your designated recipient.
5.2 Payment is due and you become liable to pay for goods on delivery of our invoice, unless agreed credit terms apply, in which case you must pay in accordance with them. Time for payment is of the essence.
5.3 We accept payment for goods by credit or debit card at the time of purchase.
5.4 Despite any agreed credit terms all payments for goods supplied, whether or not invoiced, become immediately due if you fail to make a payment in accordance with paragraph 7.2 (a) or anything in paragraphs 7.2 (b), (c) or (d) happens.
5.5 We will exercise our statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) if you do not pay amounts due to us by the due date.
5.6 All payments must be made by you in full without any set off, counterclaim, withholding or other deduction.
The risk in the goods passes to you when delivery of the goods (prior to unloading from the applicable transport) is tendered to you or to your designated recipient.
7.1 Notwithstanding delivery of and the passing of risk in the goods or any other provisions, we retain ownership of the goods until the price of them and all other goods supplied by us to you for which payment is then due has been paid in full. Until ownership of the goods has passed to you, you must: (a) hold the goods on a fi duciary basis as our bailee; (b) store the goods (at no cost to us) separately from all other goods of yours or any third party in such a way that they remain readily identifi able as our property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; (d) properly protect the goods and maintain the goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction and on request you must produce the policy of insurance to us; and (e) not pledge, create a lien over or create or allow the creation of any security interest or encumbrance over the goods.
7.2 If you: (a) do not pay any invoice of ours within 7 days after it has become due, or (b) pass or call a meeting to pass a resolution for liquidation, or a petition for liquidation, administration or bankruptcy is presented against you, or (c) become subject to a liquidation, administration or bankruptcy order, or to any distress or execution on or receivership over any of your assets or make an arrangement with your creditors or you cease or threaten to cease to carry on business, or (d) we reasonably apprehend that any of the events mentioned in paragraphs (b) or (c) is about to occur then in each case you must cease at once to use or part with possession of any of our goods not then paid for and must return to us any of them remaining in your possession on request. On asking for them in writing we are entitled, without incurring any liability to you, to enter your premises or third party premises where our goods are located and remove and re-sell such of our goods as are to be found there.
8 Force Majeure
If we are unable to perform due to any circumstances beyond our control we may suspend performance while those circumstances subsist, and subject to paragraph 9.1, any agreed dates or period for deliveries are to be regarded as extended accordingly.
9 Suspension and Cancellation
9.1 If any period of suspension of deliveries under paragraph 8 lasts for more than three months, either you or we may cancel all contracts and outstanding orders between you and us by written notice without penalty (but you will still have to pay us for any goods actually delivered).
9.2 If any payment due to us from you under this or any other contract is in arrears or anything in paragraphs 7.2 (b), (c) or (d) happens then in each case we may suspend deliveries to you and/or cancel all contracts and outstanding orders between you and us by written notice without penalty (but you will still have to pay us for any goods actually delivered) and we may re-sell goods ordered by you but not yet delivered to you or paid for by you without incurring any liability to you. Your failure to comply with a demand for payment is to be regarded as a repudiation of the contract, and we shall be entitled to damages accordingly.
10 Returns policy
10.1 You have no right to return the goods without our written consent, except in accordance with this paragraph 10.
10.2 You may return to us at your own cost unused goods for either refund or credit (at our discretion and subject to such reasonable restocking charge as we may charge) provided that they are returned to us and received by us within 30 days after delivery to you and so long as they are not made to order, tabbed or personalised in any way, have not been worn, used or altered in any way, are still in the original packaging and otherwise fi t to be returned to stock and resold by us.
10.3 You may return goods which are damaged in transit or materially defective provided that you notify us in accordance with paragraph 2.5 in which case our liability shall be as described in paragraph 2.6.
10.4 When returning goods to us, you must retain proof of postage until we supply you with a credit note confi rming that we have received the returned goods.
11 Training Policy
All telephone conversations will be recorded as an aid to training, so that we can enhance the performance of our customer service staff.
12 Limitation of Liability
12.1 We will refund or credit the price of goods or replace them (at our discretion) solely as expressly described in these terms of business but we will not in any circumstances be liable to you for any other loss, damage or liability, direct or indirect, consequential or otherwise, whether or not we have been negligent, but subject to paragraph 12.2.
12.2 Nothing in these terms affects our liability for death or personal injury resulting from our own negligence or for fraudulent misrepresentation.
Samples will be invoiced to you on dispatch and paid for by you in accordance with paragraphs 5.1 and 5.2 and you will be repaid or credited such payments in full provided they are returned to us carriage paid within 30 days of delivery to you and they have not been worn, used or altered in any way, are still in the original packaging and otherwise fi t to be returned to stock and resold by us unused.
14 Intellectual Property
14.1 You acknowledge that all intellectual property rights (including patents, trademarks, trade secrets, copyright, database rights, designs, inventions, know how and any other industrial or intellectual property rights of any nature whatsoever, whether registered, registerable or not, whether present or future, in any part of the world) in all items created by, or provided to you by, us (including goods described in our catalogue; bespoke goods ordered by you; and images, designs and other materials in our catalogue and on our websites) shall (as between you and us) belong to and vest in us absolutely.
14.2 You are permitted to use our intellectual property rights for the sole purposes of ordering goods from us and using such goods for your own business purposes.
14.3 Other than as set out in paragraph 14.2, you are not permitted to use, reproduce, copy or distribute our intellectual property rights or any items protected by such intellectual property rights without our prior written consent.
15 English Law
15.1 Subject to paragraph 15.2, all contracts between you and us and these terms of business are governed by and is to be construed and interpreted exclusively in accordance with English Law and both parties submit to the non-exclusive jurisdiction of the English Courts.
15.2 Alternative terms, for customers outside of the UK, may apply if goods are purchased through an agent/distributor of Kwintet. Please contact your agent/distributor for details.
16.1 Our contact details are as follows: BRAGARD UK LTD, Metal Box Factory - Studio 231 - 30 great Guildfort street SE1 0HS London.
16.2 No waiver by us of any breach by you shall be effective unless confirmed in writing by a Director of Kwintet nor shall any such waiver be considered as a waiver of any subsequent breach of the same or any other kind by you.
16.3 If any provision in these terms of business is held by a court to be invalid or unenforceable in whole or in part the validity of the other provisions and the remainder of the provision in question shall not be affected.