Terms of Sale

» Basis of Sale
» Specification
» Prices and Payments
» Orders and Delieveries
» Compliance With Laws and Regulations
» Title and Risk
» Warranty and Liability
» Supply and Fit
» Returns
» Intellectual Property
» Termination
» Feasibility Studies
» Product Recall
» Buyers Idemnity
» Confidentiality
» General

1. Basis of Sale

1.1. Any order sent to Bison Bede Limited (“Bison”) by the buyer (“the Buyer”) for the sale and supply of goods (“the Goods”) shall be accepted entirely at the discretion of Bison and, if accepted, these terms and conditions ("these Terms") shall govern the contract between Bison and the Buyer (“the Contract”) to the exclusion of any other terms subject to which any order is purported to be sent or confirmed by the Buyer.
1.2. No addition, alteration or substitution of these terms will bind Bison unless they are expressly accepted in writing by a person authorised to sign on Bison's behalf. Any typographical, clerical or other error or omission in any sales literature, price list, acceptance or offer, invoice or other document or information issued by Bison shall be subject to correction without any liability on Bison.

2. Specification

2.1. The Buyer shall be responsible to Bison for ensuring the accuracy of the terms and specification of any order submitted by the Buyer and for giving Bison any necessary information relating to the Goods within a sufficient time to enable Bison to perform the Contract in accordance with its terms.
2.2. The Buyer is deemed to have satisfied itself, prior to entering into the Contract, that the Goods are suitable for its requirements.
2.3. The quantity, quality and description of and any specification for the Goods shall be those expressly set out in Bison's order confirmation and no other specification, descriptive material, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Contract.
2.4. Bison reserves the right to make changes in the specification of the Goods which are required to conform to any applicable statutory or regulatory requirements which do not materially affect their quality or performance.
2.5. If the specification for the Goods is varied by the Buyer from that set out in Bison’s order confirmation, the Buyer shall indemnify Bison in full for all additional costs and expenses incurred by Bison as a result.

3. Prices and Payment

3.1. The price for the Goods shall be Bison’s price as listed in Bison's published price list from time to time unless otherwise notified to the Buyer by Bison in writing.
3.2. Bison reserves the right by giving 5 days notice in writing to the Buyer at any time before delivery to increase the price for the Goods to reflect any increase in cost to Bison which is beyond the control of Bison, and/or any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, and/or any delay caused by the Buyer's instructions or failure by the Buyer to give Bison adequate information or instructions.
3.3. Subject to the above, all prices quoted are valid for 30 days or until earlier acceptance by the Buyer, after which they may be altered by Bison without giving notice to the Buyer.
3.4. All prices are given by Bison on the basis that delivery shall be effected by the Buyer collecting the Goods from Bison's premises, and where Bison agrees to deliver the Goods otherwise than at Bison's premises, the Buyer shall be liable to pay Bison's charges for transport, packaging and insurance, and shall account to Bison for any and all customs duties clearance charges, levies, taxes and assessments incurred by Bison in delivering the Goods to the Buyer’s premises.
3.5. The price is exclusive of any applicable value added tax, which the Buyer shall pay to Bison in addition. The Buyer shall pay the price for the Goods within 30 days of the date of Bison's invoice. The Buyer shall not be entitled by reason of set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to Bison.
3.6. Bison shall be entitled to recover the price, notwithstanding that delivery may not have taken place and that property in the Goods has not passed to the Buyer. Time of payment shall be of the essence.
3.7. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Bison all payments due to Bison from the Buyer shall become immediately due and payable and in addition Bison shall be entitled to cancel the Contract and suspend any further deliveries to the Buyer and charge the Buyer, and the Buyer shall be liable to pay, interest (both before and after any judgment) on the amount unpaid at the rate of 8 per cent per annum above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis from the due date of payment until receipt by Bison of the full amount.
3.8. Bison reserves the right at all times to claim compensation and/or interest under the Late Payment of Commercial Debts (Interest) Act 1998, as amended by the Late Payment of Commercial Debts Regulation 2002.
3.9. Payment shall be made in UK Sterling by cheque or BACs transfer to such account as Bison shall specify to the Buyer from time to time.

4. Orders and Deliveries

4.1. Delivery of the Goods shall be made ex-works by the Buyer collecting the Goods from Bison's premises at any time after Bison has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by Bison, by Bison delivering the Goods to that place.
4.2. Time of delivery shall not be of the essence of the Contract. Any dates quoted for delivery of the Goods are approximate only and Bison shall not be liable for any delay in delivery however caused. Bison may deliver Goods in advance of any quoted delivery date upon giving reasonable notice to the Buyer.
4.3. If the Buyer fails to take delivery of the Goods or fails to give Bison adequate instructions for delivery then without prejudice to any other right or remedy available to Bison, Bison may store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage and sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Contract price or charge the Buyer for any shortfall below the Contract price.

5. Compliance With Laws and Regulations

5.1. The Buyer shall be responsible for complying with all laws, regulations, codes and standards regulating the packaging, labelling, sale, installation and maintenance of the Goods

6. Title and Risk

6.1. Risk of loss of or damage to the Goods shall pass to the Buyer where the Goods are to be delivered, when loading of the goods commences ex works or where the Goods are to be delivered, when they leave Bison premises.
6.2. The title to any consignment of the Goods shall not pass to the Buyer until Bison has received payment in full of the price for such Goods and payment has been made to Bison of any sum which is due or owing from the Buyer to Bison whether or not pursuant to the Contract.
6.3. Until such time as property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Bison's fiduciary agent and bailee, and shall keep the Goods properly stored, protected and insured and Bison may at any time after payment for the Goods has become due take possession of the Goods (which for the avoidance of doubt will include the right to stop the Goods in transit) and remove them and the Buyer shall be deemed to have granted irrevocable authority to Bison to enter upon the Buyer’s premises or other premises and vehicles or modes of transport where such Goods may be, by its employees or agents to take possession of such Goods. Bison will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that title in the same has not passed to the Buyer.

7. Warranty and Liability

7.1. Bison warrants that except in relation to intellectual property rights of third parties it has good title to the Goods and will transfer such title as it may have to the Buyer and subject to these Conditions the Goods will correspond with the specification in the order confirmation and will be free from defects in material and workmanship for a period of:

7.1.1. 12 months from the date of invoice for Compact, Compact Lite and Contour stairlifts.
7.1.2. 12 months from the date of invoice for Bison 50, Bison 45 and Bison 80 stairlifts. A further 12 month warranty upon receipt by Bison of the lift registration document from the dealer.
7.1.3. 12 months from the date of invoice for stairlift spares and consumable items including batteries and stairlift fabrics.

7.2. Bison will provide with each stairlift a warranty to the consumer in the form attached to these terms and conditions (“the Warranty”) and will provide the Warranty on the basis that the information provided is clear and accurate
7.3. If Bison requires any defective part to be returned to Bison for inspection, such part shall be returned as Bison shall direct, and the cost of returning it will be borne by the Buyer.
7.4. Bison shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
7.5. In respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Bison's instructions (whether oral or in writing), relating to installation, connection and/or maintenance of the Goods misuse or alteration or repair of the Goods without Bison's approval.
7.6. Any claim by the Buyer based on any defect in the quality or condition of the Goods or their failure to correspond with the specification as set out in the relevant order confirmation shall (whether or not delivery is refused by the Buyer) be notified to Bison within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.
7.7. If delivery is not refused, and the Buyer does not notify Bison accordingly, the Buyer shall not be entitled to reject the Goods and Bison shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.8. Where any valid claim in respect of any defect in the quality or condition of the Goods or their failure to meet the specification as set out in the relevant order confirmation is notified to Bison in accordance with these Conditions, Bison shall be entitled to replace the Goods (or the part(s) in question) free of charge or, at Bison's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Bison shall have no further liability to the Buyer for the defect or failure.
7.9. Where any valid claim in respect of any defect in the quality or condition of the Goods or their failure to meet the specification as set out in the relevant order confirmation is notified to Bison in accordance with these Conditions, Bison shall be entitled to replace the Goods (or the part(s) in question) free of charge or, at Bison's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Bison shall have no further liability to the Buyer for the defect or failure.
7.10. Bison shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Bison's obligations in relation to the Goods if the delay or failure was due to any cause beyond Bison's reasonable control. The Buyer shall carry, at all times, an adequate level of public liability and other relevant insurance (other than product liability insurance) in relation to the Goods, the delivery, installation and maintenance of the Goods, and shall ensure so far as possible that the liability of the Bison is excluded so far as possible in respect of any claim made by a customer or member of the public.

8. Supply and Fit

8.1. In addition to the supply of Goods Bison will in addition and at an extra cost provide a service to fit the Goods (“Supply and Fit Order”). For the avoidance of doubt the Goods will be provided on the terms of the Contract as varied by this section.
8.2. Bison will undertake a survey, supply and fit responsibility for the Goods at the prices and charges quoted. Bison will provide all the necessary personnel to ensure that the installation of the Goods takes place and will ensure that the Goods are supplied with the skill and care standard in the industry.
8.3. You warrant that the sale of the Goods has been agreed with the end user and that the details of the end user are accurate and that there is no reason why the installation of the Goods should not take place.
8.4. Bison will supply and fit the Goods as follows, to perform a survey of the proposed installation no later than 5 working days from the date of receipt by Bison of a Supply and Fit Order and no later than 10 working days after the survey will install the Goods and always subject to the price being paid in full. Time of delivery shall not be of the essence of the contract.
8.5. Bison will not be liable to you if the survey in Bison's reasonable opinion shows that the installation would have been unfeasible or the installation is cancelled by the end user or the goods are refused by the end user.

9. Returns

9.1. In some cases Bison may accept a returned product due to the death of the end user prior to the installation. Bison will accept the return of the product for the sum of £750 plus vat for curved Stairlifts and £250 plus vat for straight Stairlfits, delivery will be at the expense of the dealer. This is provided the goods have not been unpacked and are returned in their original packaging and in their original shipping condition.

10. Intellectual Property

10.1. Bison makes no representation or warranty neither as to the validity or enforceability of its intellectual property nor as to whether the same infringe upon any intellectual property rights of third parties
10.2. The Buyer shall provide Bison with such assistance as Bison shall reasonably require for the recording, registration or safeguarding of Bison’s intellectual property rights and shall notify as soon as reasonably possible in writing of any action actual or threatened against it.

11. Termination

11.1. The Buyer shall not be entitled to terminate the Contract and if the Buyer purports to do so it shall indemnify Bison for all losses (including any loss of profit) costs and expenses incurred by Bison prior to and on the date of termination and Bison shall be entitled to sell the Goods at the best price obtainable and to charge the Buyer for any shortfall below the Contract price.
11.2. Bison shall be entitled to terminate the Contract by giving notice in writing to the Buyer with immediate effect or suspend deliveries under the Contract without any liability to the Buyer if an order is made or a resolution is passed for the winding up of the Buyer or if an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer or if a receiver is appointed of any of the Buyer’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order of if the Buyer takes or suffers any similar or analogous action in consequence of debt.
11.3. The Buyer ceases or threatens to cease to carry on business, there is a change of control of the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable in full.

12. Feasibility Studies

12.1. Any request by the Buyer for Bison to carry out a feasibility study shall be accepted entirely at the discretion of Bison and, if accepted, this clause shall apply.

12.1.1 The price for the feasibility study shall be as agreed between the parties and these Conditions shall apply as regards payment.
12.1.2. The Buyer shall be responsible for ensuring the accuracy of any measurements and other details sent to Bison in respect of any feasibility study.

12.2. Except in respect of death or personal injury caused by Bison’s negligence or fraudulent misrepresentation, Bison shall not be liable for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, revenue, anticipated savings or other claims whatsoever which arise out of or in connection with the supply of a feasibility study and the entire liability of Bison in this respect shall not exceed the price of the feasibility study.

13. Product Recall

13.1.The Buyer shall, at Bison's cost, give such assistance as Bison shall require for the purpose of recalling as a matter of urgency any quantities of the Goods or any of them from the retail and/or wholesale market.

14. Buyers Idemnity

14.1. The Buyer will indemnify Bison for any loss or damage or injury caused to Bison and/or its employees suffered by reason of any failure to take reasonable and proper precautions to ensure the safety of Bison's employees and Goods whilst on site during any training, meetings, preliminary site inspections and post installation inspections.
14.2. All patents, copyright, design, trade mark and other industrial or intellectual property rights (including know how, goodwill and intellectual property rights in any artwork and/or promotional material supplied by Bison) owned, created by or used by Bison are and shall remain vested and belong absolutely to Bison. The Buyer shall have a licence to use the same only for the purposes of reselling the Goods.

15. Confidentiality

15.1. The Buyer shall keep confidential and shall not without the prior consent in writing of Bison disclose to any third party any confidential technical or commercial information which it has acquired from Bison as a result of discussions, negotiations or other communications between them relating to the Goods.

16. General

16.1. Bison shall be entitled to subcontract the whole or any part of its obligations under this Contract to any third party which it may at its absolute discretion determine but any subcontract shall not relieve Bison of its obligations hereunder.
16.2. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
16.3. This Contract shall be governed by and construed in accordance with English law and the Buyer hereby irrevocably submits to the exclusive jurisdiction of the English courts.