Terms and Conditions

Terms and Conditions of Trading (” Conditions”) of Bridge Contract Solutions Ltd (“Bridge”) company registration number 08232102 registered office Beaufort Building, Bristol Road, Allington Bar, Chippenham, SN4 6NA, VAT registration number 142535921

1. Interpretation

1.1 These Conditions apply to all contracts with Customers of Bridge (“Customer” “you”) for the supply of goods (“Goods“) and the provision of services by Bridge (“Services“).

• In these Conditions the definitions detailed in clause 14 shall apply and

1. “Person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2. reference to a party includes its personal representatives, successors or permitted assigns;
3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
4. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

• Basis of Contract

2.1 Orders for Goods and/or Services placed with Bridge may be placed in writing, by telephone or by email, but in all cases will be subject to Bridge’s written acceptance. The contract between you and Bridge will become legally binding only when Bridge has notified you in writing of its acceptance of your order. Accepted orders will be deemed to incorporate these Conditions and thereby form the “Contract”

• The Contract overrides any other previous statements, promises, representations and undertakings given or made by Bridge in relation to the subject matter of the Contract which are not set out in the Contract including brochures, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and you acknowledge, in respect of each of the foregoing, that you have not relied on the same).
• Quotations provided by Bridge (whether written or oral) do not constitute offers and are subject to withdrawal without notice and shall automatically lapse 30 days after the date of the quotation unless otherwise agreed by Bridge in writing.
• Bridge reserves the right to make changes to the Goods and/or Services necessary to comply with applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.
• In the event of any conflict or inconsistency between the terms of an order which is accepted by Bridge including any terms marked by Bridge as ” Special Conditions” and these Conditions, the order which is accepted by Bridge including any Special Conditions shall prevail, to the extent of the conflict or inconsistency only.

3. Price

• The price for the goods and/or services will be as specified on the written quotation given to you by Bridge. Unless otherwise itemised on the order acceptance (in which case delivery shall be payable as itemised), the price quoted includes delivery. VAT will be charged in addition at the rate applying at the time of delivery of the Goods and/or performance of the Services.
• The price excludes all other taxes which may be applicable, and you shall pay any such tax in addition to the price.

4. Specifications

• Where Bridge supplies Goods or Services in accordance with your specifications, drawings, instructions or design outputs (“Specification”), you shall ensure that the Specification is in writing, is accurate and is provided in good time in order for Bridge to fulfil your order.
• Without prejudice to your obligations and liability under clause 4.1, where Bridge provides any design services or conducts any site survey at your premises prior to providing a quotation (“Site survey”) in relation to the Goods or Services you must check and confirm that your instructions have been interpreted correctly and, in such instances, Bridge may request that you sign and return a copy of the Specification or Site Survey to confirm that you have ensured that the agreed design meets your Specification or requirements. You acknowledge and agree that no further Services will be provided, and no Goods delivered in accordance with your order until Bridge has received the returned signed copy of the Specification or Site Survey. Bridge shall have no liability for errors in any Specification or details supplied and/ or approved by you.
• Unless the Contract specifies otherwise Bridge shall be entitled to select the basis on which it charges you for Goods.

5. Intellectual Property Rights

• The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party
• The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Bridge in pursuance of a Contract shall remain vested in Bridge unless specifically agreed otherwise in writing at the time of entering into the Contract.

6. Cancellation

6.1 Bridge may suspend or cancel the Contractor any part of it, by written notice if:

1. you fail to pay Bridge any money when due (under the Contract or otherwise);
2. you suffer an Insolvency Event.

6.2 Subject to clause 8.2, you may only cancel the Contract or any part of it if Bridge agrees in writing and, in such circumstances, you shall pay to Bridge the sums due for costs incurred up to cancellation, including:

1. any material, processing and manufacturing costs;
2. the price of specialist/customer specific goods and/or Services;
3. costs of failed delivery attempts; and
4. any other costs related to the Contract which Bridge has incurred which are notified by Bridge to you.
5. Return of Goods

• Bridge may, at its sole discretion, accept the return of Goods from you:

1. if Bridge has expressly agreed to do so in writing
2. if the Goods are a standard stock item when you request the return;
3. on payment of an agreed handling charge; and
4. in all cases, where the Goods are as fit for sale on their return as they were on delivery.

This clause 7 does not affect any statutory rights of consumers and is not intended to replace such rights.

8. Delivery

• Bridge shall use its reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services.
• If Bridge fails to deliver the Goods and/or Services within a reasonable time, you may (by giving Bridge written notice in accordance with clause 13.9) cancel the Contract, however:

1. you may not cancel the Contract if Bridge receives your notice after the Goods have been dispatched or the Services scheduled for performance; and
2. if you do cancel the Contract, your exclusive remedy shall be to claim back any sums already paid to Bridge for the Goods and/or Services.

8.3 If you accept delivery of the Goods or performance of the Services after any estimated delivery or performance time given by Bridge, delivery or performance will be deemed to have been in accordance with the Contract.

• Bridge may, with your prior agreement, deliver the Goods in instalments. Each instalment is treated as a separate contract.
• If delivery does not take place because you are at fault or for reasons beyond Bridge’s control, Bridge may charge you in respect of any wasted time and costs incurred by Bridge in respect of the failed delivery and may store and insure the Goods at your expense. In such circumstances, Bridge shall use reasonable endeavours to attempt to deliver the Goods, but Bridge has the right to sell them after a period of 14 days has passed since the original delivery attempt. Bridge may recover from the proceeds of such sale, such costs of storage and insurance together with Bridge’s costs of attempting to deliver the Goods together with the unpaid balance of the sale price of those Goods as at the day of failed delivery. In the event that such sale proceeds are insufficient to cover such costs and sale price, Bridge may invoice you for the shortfall, and you shall pay to Bridge such sums in accordance with clause 9.
• If you order Goods or Services with a single delivery date that has been agreed in writing by Bridge (then you may not change that date (whether by way of delay in the delivery date or a change to instalments or other staggered delivery process) without the prior written agreement of Bridge to the change including adjustment to the price to reflect the change in delivery.

8.6 Neither Bridge nor its carrier shall be responsible for unloading the Goods at your premises. You are responsible for providing,  cost, sufficient labour and materials for unloading the Goods at your premises.

• Bridge may decline to deliver the Goods if:

1. Bridge believes, or its carrier believes, that it would be unsafe, unlawful or unreasonably difficult to do so; or
2. the premises, or the access to them, are unsuitable for Bridge’s or the carrier’s delivery vehicle.

Any unforeseen additional costs resulting from any requirement of Bridge to make repeat or abortive delivery attempts as a result of such delivery issues may be invoiced separately and must be paid for by you in accordance with clause 9.

• Delivery will be deemed to have taken place:

1. at Bridge’s premises when you collect the Goods; or
2. at the agreed delivery address, when you have unloaded the Goods (where Bridge has agreed to arrange carriage).

8.9 Bridge will give you notice of the planned delivery date of the Goods and Services. If you cancel the delivery or request an alternative delivery date less than 24 hours in advance, Bridge shall be entitled to charge you for any cost incurred in rearranging the delivery.

9. Payment and Credit Terms

• Subject to clause 9.2, you shall pay to Bridge the price quoted for the Goods and/or Services (as applicable) in accordance with the relevant invoice issued by Bridge, in cleared funds in GBP Sterling by the method agreed by the parties, on or before delivery of the Goods and/or performance of the Services (as applicable). If you fail to do so, Bridge may decline to deliver the Goods and/or perform the Services.
• Bridge shall be permitted to request that a deposit be paid in advance of the supply of any Goods and/or provision of Services and may at any time during the performance of the contract request that payment be made by instalments.
• If you have an approved Bridge credit account, you shall pay to Bridge the price quoted in GBP Sterling by the method agreed by the parties no later than the end of the month following the month of delivery of Goods/performance of Services (as applicable) unless otherwise agreed in writing by Bridge.
• Bridge may, in its absolute discretion, decline any application for a credit account and is not obliged to give any reason for such decision.
• In the event that Bridge agrees credit terms with you, Bridge may, in its absolute discretion, and without liability to you, at any time and without notice:

1. withdraw your credit account;
2. reduce your credit limit or
3. bring forward your due date for payment, and in doing so Bridge may withdraw from a contract (even after acceptance by Bridge), or delay delivery under it, consistent with any change in your credit position.

• By placing an order with Bridge or applying for a Bridge credit account, you:

1. consent to Bridge carrying out such credit referencing and other due diligence as it considers appropriate on an ongoing basis; and
2. agree that you shall, on request, provide Bridge with any and all information reasonably requested by Bridge in relation to your business operations and/or finances in order to ascertain your creditworthiness.

• If you fail to pay Bridge in full in accordance with clause 9.1,9.2 or 9.3 (as applicable):

1. Bridge may suspend or cancel future deliveries of Goods and/or provision of Services under any contract;
2. Bridge may cancel any discount offered to you; and
   • you shall pay Bridge interest and compensation calculated in accordance with the Late Payment of Commercial Debts You do not have the right to set off any money you may claim from Bridge against anything you may owe Bridge. While you owe money to Bridge, Bridge shall have a lien on your property in its possession.

10. Title and Risk

• Where Bridge provides Goods under a Contract title to the Goods shall pass to you when Bridge has received:

1. all amounts due to Bridge under the Contract in respect of the Goods and Services; and
2. all other sums due to Bridge from you which are outstanding.
   • The Goods are at your risk from the time of delivery in accordance with clause 8.
   • Until the date on which title to the Goods passes to you in accordance with clause 10.1, all Goods shall remain the property of Bridge and:
3. you shall store them at your own cost separately from all other goods so that they are clearly identifiable as Bridge’s property and in or on premises to which you are able to grant Bridge access in accordance with clause10.7;
4. you shall insure them and keep them insured for the full amount due to Bridge (against the risks for which a prudent owner would insure them) with a reputable insurance company and ensure Bridge’s interest is noted on the policy,
5. if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Bridge;
6. hold the Goods on a fiduciary basis as Bridge’s bailee;
7. save as permitted by clause 10 not incorporate the Goods into any other items;
8. not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
9. ensure that the Goods remain in satisfactory condition;
10. save as permitted by clause 10.6(m), not sell or purport to sell to Goods to a third party;
11. not create or purport to create any lien, charge or other encumbrance over or otherwise affecting the Goods;
12. notify Bridge immediately if you become subject to an Insolvency Event;
13. immediately provide Bridge with such information relating to the Goods as Bridge may require from time to time;
14. notwithstanding clauses 10.6(e) and 10.6(h) hold on trust for Bridge any proceeds of sale of the Goods on trust in a trust account separate from other monies; and
15. you may use the Goods and sell them in the ordinary course of your business, but you may not use or sell the Goods if:

(i) Bridge revokes that right (by informing you in writing); or

      (ii) you become subject to an Insolvency Event.

10.4 Bridge may, where title to the Goods remains with Bridge, recover and resell the Goods and you now grant to Bridge an irrevocable licence to enter any premises owned and/or controlled by you in order for Bridge to:

1. at any time, inspect the Goods; and/or
2. after your right to use and sell the Goods has ended in accordance with clause 10.3 (m), remove them.

10.5  If you fail to pay any sums owed to Bridge for Goods or Services provided by the due date for payment in accordance with a relevant invoice, notwithstanding Bridges retention of title to the Goods pursuant to this clause 10, Bridge has the right to take legal proceedings to recover the price of Goods/Services supplied together with interest.

11. Third Party Contractors

11.1 By entering into a Contract you agree that Bridge may utilise third party suppliers and contractors in carrying out Services under that Contract.

12. Warranties, Indemnity and Liability

12.1 Subject to clauses 4.4, clauses 12.2 to 12.6 and clauses 12.8 to 12.10, Bridge warrants that:

1. the Goods and Services will conform to the Specification; and
2. Services will be provided with reasonable care and skill.

12.2 Save as set out in clause 12.1 Bridge gives no other warranties and now excludes, to the fullest extent permitted by law, all warranties, terms and conditions that would otherwise be implied into the Contract, including all warranties implied by law, custom and practice and course of dealing as to the quality of Goods and/or Services and their fitness for purpose.

12.3 You are responsible for ensuring, and warrant to Bridge that:

1. the Specification is complete, accurate and fit for your purposes; and
2. the Services provided are suitable for your purposes.

12.4 Subject to clause 12.10 Bridge shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect in the Goods or the Services which:

12. is caused by a breach of any of the warranties given at clause12.3; or
13. are produced to the Specification.

12.5 You shall inspect the Goods on delivery. If any Goods are defective on delivery (or only partially delivered) you must mark the advice note accordingly and you:

1. shall inform Bridge (in writing), with full details, before their use or resale and in any event within 7 days of delivery;
2. shall allow Bridge and any carrier to investigate the alleged defect or non-delivery; and
3. hereby grant Bridge access to your premises and any premises you control and the Goods for the purpose of investigating the alleged defect and Bridge shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect which would have been obvious had a reasonable inspection of the Goods been carried out by you on delivery.

12.6 If you believe that the Goods have a defect which was not discoverable at the time of delivery by a reasonable inspection you:

1. shall inform Bridge (in writing), with full details, within 7 days of discovering the alleged defect and in any event within 1 month of delivery;
2. shall allow Bridge to investigate the alleged defect; and
3. hereby grant Bridge access to your premises and the Goods for the purpose of investigating the alleged defect.

12.7 If, following Bridge’s investigations, the Goods have not been delivered or any Goods or Services delivered are found not to be in accordance with clause 12.1, and you have complied in full with clauses 8.7, 12.5 and/or 12.6 (as applicable), Bridge shall, at its sole option replace or repair the Goods, re-perform the Services or refund the price of the finished Goods.

12.7 Subject to clause 12.10, Bridge shall not be liable to you or to any person claiming through you, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any indirect or consequential loss, financial loss, loss of profits, loss of business revenue, loss of contracts, loss of goodwill, or loss of use arising from the Contract, any collateral contract, the supply of Goods or their use or the provision of Services.

12.8 Subject to clause 12.10, Bridge’s liability to you for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the Goods or Services (as applicable).

12.9 Nothing in the Contract restricts or limits Bridge’s or your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.

12.10 You shall indemnify and keep indemnified Bridge in full and on demand from all costs, proceedings, actions, claims or demands, liabilities, losses, damages and obligations which Bridge may incur or for which Bridge may be liable (including legal costs and expenses) arising out of or in connection with:

1. the Specification infringing or being alleged to infringe third party Intellectual Property Rights; and/or
2. the Specification and Goods made to the Specification not being fit for your purposes
3. General

13.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by Bridge) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.

13.2 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.3 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Bridge and you.

13.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

13.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

13.6 If Bridge is unable to perform its obligations to you under the Contract or any other contract between Bridge and you (or is only able to perform them at unreasonable cost) because of a Force Majeure Event Bridge may, without liability to you, cancel or suspend any of its obligations to you on notice. If the Force Majeure Event continues for a period of 90 days, you may terminate the Contract on notice and without liability.

13.7 In order to perform this Contract Bridge may need to disclose your personal information to relevant third parties. Bridge shall comply with all relevant data protection legislation and shall ensure that all such relevant third parties are contractually obliged to do so too. All personal data shall be processed in accordance with Bridge’s Privacy Policy as amended from time to time

13.8 If any of these clauses are found invalid, illegal or unenforceable as set out herein:

1. it will not affect the enforceability of any other clause; and
2. if it would be enforceable if amended, it will be treated as so amended and the amended clause will be deemed incorporated herein.

13.9 Any notice to a party which is to be served under the Contract, shall be in the English language, in writing and may be served by leaving it at or by delivering it to by pre-paid post to the other party’s registered office or principal place of business. All notices shall be signed by an authorised signatory. Notices delivered by hand shall be deemed served on delivery, those by pre-paid post 3 days after posting, provided proof of posting is available. For the purposes of this clause “writing” shall include emails. Any legal notice in relation to legal proceedings under the Contract shall not be validly served if given by email.

• No contract between you and Bridge will create any right enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, or otherwise, by any person other than Bridge and you.

13.11 Bridge may at any time assign, transfer, charge, subcontractor deal in any other manner with all or any of its rights under the Contract and may subcontractor delegate in any manner any or all of its obligations under the contract to any third party.

13.12 You shall not, without the prior written consent of Bridge, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.

13.13 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

14. Definitions

“Force Majeure Event” means an event beyond the reasonable control of Bridge including strikes, lock-outs, other industrial disputes (whether involving the workforce of Bridge or any other party), failure of a utility service or transport network, act of God, epidemic or pandemic, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors;

“Insolvency Event”  means if you go into liquidation or a winding up petition is presented in respect of you (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by you, your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of you or you propose to enter or make any arrangement or composition with your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay your debts (within the meaning of any relevant insolvency law) or is the subject of any similar event in any jurisdiction;

“Intellectual Property Rights” mean all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world from time to time.