Terms & Conditions

BRISTOL SOUND PROOFING LIMITED – TERMS & CONDITIONS

The Customer’s attention is particularly drawn to the provisions of clause 8 (Limitation of liability).

  1. Interpretation

The following definitions apply in these Conditions.

  1. Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7. 
  2. Contract: the contract between BSP and the Customer for the supply and installation of Materials in accordance with these Conditions.
  3. Customer: the person or firm who purchases the Services & Materials from BSP. 
  4. Force Majeure Event: has the meaning given to it in clause 11.
  5. Materials: the sound proofing services and materials (or any part of them) set out in the Order. 
  6. Order: the Customer’s order for the supply and installation of Materials. 
  7. BSP: BRISTOL SOUND PROOFING LIMITED, a company incorporated and registered in England and Wales with company number 10182054 whose registered office is at 41 Alexandra Road, Bedminster Down, Bristol BS13 7DF.
  1. Basis of contract
    1. The Order constitutes an offer by the Customer for the purchase and installation of the Materials in accordance with these Conditions. 
    2. The Order shall only be deemed to be accepted when BSP issues written acceptance of the Order at which point the Contract shall come into existence.
    3. Any samples, drawings, advertising, descriptions, illustrations or descriptions issued by BSP are for the sole purpose of giving an approximate idea of the sound proofing materials and installation. They shall not form part of the Contract nor have any contractual force.
  2. Installation
    1. BSP shall deliver and install the Materials set out in the Order at a time to be agreed by the parties.
    2. Any dates quoted for delivery and installation of the Materials are approximate only, and the time of delivery is not of the essence. BSP shall not be liable for any delay in delivery and installation of the Materials that is caused by a Force Majeure Event or the Customer’s failure to provide BSP with adequate delivery instructions or any other instructions that are relevant to the supply and installation of the Materials.
    3. BSP warrants to the Customer that the installation will be carried out using reasonable care and skill.
  3. Quality of Materials
    1. BSP warrants that on installation and for a period of 12 months from the date of delivery (warranty period), the Materials shall:
      1. conform in all material respects with their description; 
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality (within the meaning of the Sale of Materials Act 1979).
    2. Subject to clause 4.3, if:
      1. the Customer gives notice in writing to BSP during the warranty period within a reasonable time of discovery that some or all of the Materials do not comply with the warranty set out in clause 4.1; and
      2. BSP is given a reasonable opportunity of examining such Materials; 

BSP shall, at its option, repair or replace the defective Materials, or refund the price of the defective Materials in full.

    1. BSP shall not be liable for the Materials’ failure to comply with the warranty set out in clause 4.1 if: 
      1. the defect arises because the Customer failed to follow BSP’s oral or written instructions as to use or maintenance of the Materials;
      2. the defect arises as a result of BSP following any drawing or design supplied by the Customer;
      3. the Customer alters or repairs such Materials without the written consent of BSP; or
      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
    2. Except as provided in this clause 4, BSP shall have no liability to the Customer in respect of the Materials’ failure to comply with the warranty set out in clause 4.1.
    3. These Conditions shall apply to any repaired or replacement Materials supplied by BSP.
  1. Title and risk
    1. The risk in the Materials shall pass to the Customer on completion of installation.
    2. Title to the Materials shall not pass to the Customer until BSP receives payment in full (in cash or cleared funds) for the Materials and any other materials that BSP has supplied to the Customer.
  2. Customer’s obligations 
    1. The Customer shall:
      1. ensure that the terms of the Order are complete and accurate;
      2. co-operate with BSP in all matters relating to the delivery and installation of the Materials;
      3. provide BSP, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by BSP to deliver and Install the Materials; and
      4. provide BSP with such information and materials as BSP may reasonably require in order to deliver and Install the Materials, and ensure that such information is complete and accurate in all material respects.
    2. If BSP’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. without limiting or affecting any other right or remedy available to it, BSP shall have the right to suspend delivery and installation of the Materials until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays BSP’s performance of any of its obligations;
      2. BSP shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from BSP’s failure or delay to perform any of its obligations as set out in this clause 6.2; and
      3. the Customer shall reimburse BSP on written demand for any costs or losses sustained or incurred by BSP arising directly or indirectly from the Customer Default.
  3. Charges and payment
    1. The price for supply and installation of the Materials shall be the price set out in the Order.
    2. BSP reserves the right to increase the price of the Materials, by giving notice to the Customer at any time before installation, to reflect any increase in the cost of the Materials to BSP that is due to:
        1. any factor beyond the control of BSP (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
        2. any request by the Customer to change the delivery and installation date(s) or quantities or types of Materials ordered; or
        3. any delay caused by any instructions of the Customer in respect of the Materials or failure of the Customer to give BSP adequate or accurate information or instructions in respect of the Materials.
    3. The Customer shall pay each invoice submitted by BSP:
      1. within [30] days of the date of the invoice or in accordance with any credit terms agreed by BSP and confirmed in writing to the Customer; and
      2. in full and in cleared funds to a bank account nominated in writing by BSP, and

time for payment shall be of the essence of the Contract.

    1. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time. 
    2. If the Customer fails to make a payment due to BSP under the Contract by the due date, then, without limiting BSP’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    3. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  1. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    1. BSP has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover BSP has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
    2. The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    3. If BSP fails to deliver and/or install the Materials, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement materials of similar description and quality in the cheapest market available, less the price of the Materials. BSP shall have no liability for any failure to deliver the Materials to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide BSP with adequate delivery instructions or any other instructions that are relevant to the supply of the Materials.
    4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Materials Act 1979 or section 2 of the Supply of Materials and Services Act 1982 (title and quiet possession); and
      4. defective products under the Consumer Protection Act 1987. 
    5. Subject to clause 8.4, BSP’s total liability to the Customer shall not exceed the price set out in the Order.
    6. This clause 8 shall survive termination of the Contract.
  2. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: 
      1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;
      2. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    2. Without affecting any other right or remedy available to it, BSP may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment. 
  3. Consequences of termination
    1. On termination of the Contract:
      1. the Customer shall immediately pay to BSP all of BSP’s outstanding unpaid invoices and interest and, in respect of Materials installed but for which no invoice has been submitted, BSP shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. the Customer shall return all of the Materials which have not been fully paid for. If the Customer fails to do so, then BSP may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
    2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
  4. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. 

  1. General
    1. Assignment and other dealings
      1. BSP may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
    2. Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing.
    3. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 12.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
    4. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    6. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    7. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
    8. Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.