These conditions apply to all supplies of both goods and services by BJS Company Ltd (“BJS”) to customers and shall prevail over any conditions offered by the customer. No representative or agent of BJS has authority to vary these terms save where signed by both parties and attached to these conditions. These conditions and the purchase order where accepted by BJS shall comprise the entire agreement between the parties.
“BJS” means B J S Company Limited, the supplier of goods or services under these conditions, a UK limited company No. 396923, whose registered office is at 65 Bideford Avenue, Perivale, Greenford, Middlesex UB6 7PP.
“The Customer” means the purchaser of goods or services from BJS.
“Customer Goods” are defined in clause 3.1.
“The Goods” means the products to be sold by BJS to the Customer as specified in the order whether made verbally or in writing, including without limitation any additional goods added to or incorporated on to Customer Goods.
“The Services” means services to be provided by BJS to the Customer such as electroplating, electroforming, polishing, repair and restoration work and subcontracted services such as stove laquering, handle making, Hallmarking and castings.
2. Supply and Delivery
2.1 BJS shall supply the Goods and/or Services to the Customer at the price agreed in advance in writing between the parties, without prejudice to clause 8.
2.2 Whilst BJS uses its reasonable endeavours to meet estimated delivery dates it accepts no liability in relation to late delivery and time shall not be of the essence in this regard.
2.3 The Customer shall be responsible for delivery of any Customer Goods to BJS. BJS shall deliver the Goods and any Customer Goods on which work has been done at the Customer’s expense to the Customer when the work is done.
2.4 The Goods and Services shall be as specified on the purchase order. No description of goods and services given in any catalogue, letters or literature is part of this Agreement and is for information purposes only.
3.1 Where the Customer supplies BJS with items such as silver for restoration and repair or supplies other goods the property of the Customer either for electroforming, for use as moulds or to electroplate metals on to other items or for copying such items, or for any other reason, the Customer shall ensure such items are insured by the Customer at its expense including whilst at the premises of BJS or its subcontractors. Goods shall always remain at the Customer’s risk.
3.2 The Customer shall also insure Customer Goods in transit to and from BJS or its subcontractors.
3.3 BJS may be able to arrange insurance cover for the Customer under its block policy if requested in writing in advance by the Customer and for these purposes the Customer must provide a written valuation of the Customer Goods. BJS shall charge the Customer for such service.
3.4 Customer Goods shall remain the property of the Customer at all times and BJS holds them as bailee only. BJS is not responsible for any damage caused when moulding from an original item which is Customer Goods or when storing such item.
3.5 Property in the Goods to be sold by BJS to the Customer shall pass to the Customer when full payment has been made for the Goods by the Customer to BJS in cleared funds. Until such time as full payment is made the Customer shall ensure the Goods are marked as BJS property and shall not resell or alter or modify the Goods and shall allow BJS or its agents access to its premises to take possession of such Goods. Nothing in this Clause shall entitle BJS to claim ownership of parts of Customer Goods or modifications to them when such modifications or additions cannot be easily removed from the Customer Goods.
4.1 Where BJS replicates by electroforming part or whole items and a mould is made by BJS, the Customer is advised to retain a copy of the master pattern. BJS does not, for storage reasons, undertake to keep moulds for future replication
4.2 Where the Customer so desires it may request BJS to make at the Customer’s expense a further electroform, so that a metal copy of the original piece can be retained by the Customer for future replication.
4.3 BJS offers no guarantee as to the likely duration of a particular mould. Typical periods are for a plastic mould it may be used 3 – 6 times and cold cure rubber moulds (RTVs) from 1 – 100 times. On the Customer’s request BJS shall show the mould which can no longer be used, to the Customer, to prove a new mould is required. However such examination shall be at the premises of BJS and the Customer shall leave all BJS manufactured or supplied moulds with BJS. BJS is under obligations after inspection by the Customer to keep the mould/s and may dispose of them as BJS sees fit.
4.4 Moulds which are made by BJS shall remain the property of BJS and BJS shall be under no obligation to pass a mould on to the Customer or an alternative manufacturer. BJS retains both physical property and intellectual property rights in such moulds.
4.5 BJS undertakes not to use a mould or pattern supplied by a Customer to BJS, for another client without the express written permission from the Customer who owns the mould or pattern.
5. Supplies of Specifications & other details
5.1 Where the Customer requires industrial plating, electroforming, assembly or similar work to be undertaken by BJS the Customer shall supply BJS with a full specification and/or drawings sufficient so that BJS understands the work to be carried out. All verbal instructions from the Customer shall be confirmed in writing within 48 hours. Any variations after acceptance of order must be accepted and signed in writing by both parties. A variation may result in a higher price and a delay in delivery. BJS does not undertake to accept all requests for variations made by the Customer. For electroforming the Customer shall ensure such documents include dimensions, flatness, surface finishes, tolerances and other relevant information requests by BJS. For electroplated items the Customer shall supply information on the deposit thickness required, the finish and any undercoats that a standard or specification may require.
5.2 For Customers requiring decorative work the Customer shall inform BJS of the finish and metal top surface which they require but BJS shall determine the thickness of the plate and any necessary metal undercoatings.
5.3 All thickness whether stated or requested either verbally or in writing by either the Customer or BJS shall be accepted as being average thickness across the whole electroformed component or across the entire electroplated deposit.
6. Standards & Warranties
6.1 BJS shall perform the Services with due skill and care and always operates to the highest of standards, having ISO9001 and the Royal Warrant.
6.2 BJS shall endeavour to achieve the best possible restoration or repair of a product of the Customer. However BJS cannot guarantee that a restored or repaired item will be as good as a new item.
6.3 Customers are notified that plated items have a degree of porosity within the base metal. A small amount of liquid such as cleaner, water or plating solution, may remain after processing and after a few weeks after plating moisture may rise to the surface and form a small white spot or localised film around the porous area. BJS recommends that in such cases the Customer simply correctly polishes the item.
6.4 Where an item is repaired or restored by BJS, BJS shall repair or restore the original item to the best of their ability but do not undertake to remove any defects in the original manufacture. This includes, without limitation, defects in solder seams, pores in castings and components which were originally soldered on un-squarely or off true.
6.5 During repair and restoration work items are lined up by eye and BJS undertakes to use reasonable endeavours to ensure items are true but cannot accept liability if this is not the case. For the assembly of decorative electroforms Customers may find that where other components are added rates of shrinkage vary depending on methods of manufacture. BJS will use reasonable endeavours to minimise any impact such items have on alterations to the appearance of the item.
6.6 No warranty is offered in relation to electroplated/restored silverware, except where the plated layer of metal is blistering or coming away from the base metal. Where such blistering occurs BJS shall use its reasonable endeavours to re-plate the item though Customers are informed that this may cause deterioration in the base metal. BJS shall have no other liability in relation to such blistering.
6.7 The Customer shall examine the Goods within 3 days of receipt and notify BJS in writing if any Goods fail to meet the contractual requirements of these conditions. The Goods shall be deemed accepted by the Customer at the earlier of 3 days after their receipt or when the Customer incorporates them into other products or resells them.
6.8 BJS reserves the right to refuse any order from a Customer or potential Customer and to notify a Customer after work has begun if the work cannot be completed for technical reasons. In such a case BJS shall refund any money paid in advance other than for the work already done or materials acquired. The Customer shall pay for work undertaken to such date of notification and for any materials acquired by BJS for such work. BJS shall return any Customer Goods in their state after processing within 14 days provided payment as specified above has been made, but shall have no other liability to the Customer.
6.9 Where the Customer defaults in performance of any obligations under this Agreement or goes into liquidation, administration or receivership or similar event, BJS may by notice in writing to the Customer forthwith terminate any continuing contract under these Conditions without prejudice to BJS’ other rights and remedies.
7. Limitation & Exclusion of Liability
7.1 Save for the warranties in clause 6 above all other conditions, warranties, representations or undertakings as to the Goods or Services or their fitness for any purpose or implied by statute, customer or trade or otherwise are hereby excluded and the provisions of ss13-15 of the Sale of Goods Act 1979 shall not apply to the contract except where the Customer deals as a consumer within the meaning of s12 of that Act.
7.2 BJS shall not be liable to the Customer in contract, tort or for breach of statutory duty for any indirect, consequential or economic loss of any kind whatsoever which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the BJS, its employees or subcontractors.
7.3 Nothing in these Conditions shall – (a) limit or exclude the liability of BJS for death or personal injury resulting from the negligence of BJS, its employees or subcontractors; (b) impose on BJS any liability in respect of any representation, suggestion or comment with regard to the Goods or Services in the course of any negotiations in the case of any such representation BJS has expressly agreed in writing that it shall be a term of the Contract.
8.1 The Customer shall pay for the Goods or Services within 30 days of the date of invoice rendered by BJS to the Customer where the Customer has been approved for credit. BJS reserves the right to require Customers to make payment in advance, in particular where the Customer is a bad credit risk, a new customer, a private individual or where BJS has to expend money in purchasing precious metals to undertake the contract. Foreign suppliers may be required to pay by irrevocable letter of credit payable at sight.
8.2 Unless otherwise agreed in writing all estimates and costing shall not be binding on BJS, save that where the Customer sends BJS a purchase order and BJS accepts the order BJS shall adhere to the cost of manufacturing and assembly labour agreed. However other elements of the price are subject to change as set out below.
8.3 As BJS is dealing with precious metals their price varies on a daily basis. Whilst for larger orders BJS may be able to agree a fixed price for precious metals to be purchased to fulfil an order, in many cases this is not always possible and the cost of metals may rise or fall. BJS shall be under no obligation to resell precious metals purchased for the purpose of fulfilling a contract for a Customer at the price at which it bought such metals and the Customer obtains no ownership in such metals until full payment has been made. Estimates of price are therefore subject to spot (the London metal markets price fix) prevailing on the date of the BJS invoice.
8.4 The Customer shall pay all value added (VAT) or other sales tax at the then prevailing rates.
8.5 Where any invoice is overdue for payment BJS may charge the Customer 2.5% per month interest for each month or part of a month the sum is overdue. Where base rate exceeds 10% BJS reserves the right to increase such sum at its discretion to 5% above such base rate.
9. Intellectual Property Rights and Confidentiality
9.1 BJS retains all intellectual property rights in work which it undertakes under these Conditions. As specified in Clause 4.5 where BJS uses a Customer’s mould then the Customer retains intellectual property rights in such mould.
9.2 The Customer undertakes not to register any design or other registered intellectual property right in any work or item produced by BJS under this Agreement.
9.3 The Customer shall fully investigate the intellectual property position of items which it supplies to BJS for replicating or otherwise using, including without limitation moulds, items for copying and specifications. The Customer warrants that it is the owner not just of all physical property rights in items of Customer Property given to BJS but also of the intellectual property rights in such items and that BJS will not be in breach of any third party’s intellectual property rights, including trade marks, in any engraving or other designs to be placed on items worked on hereunder.
9.4 The Customer undertakes fully to indemnify and hold BJS harmless against all costs, damages, expenses (including legal fees on a solicitor/own client basis) arising from use by BJS, its employees or subcontractors of such items where BJS, its employees or subcontractors are sued or threatened with legal action for breach of intellectual property rights or confidentiality in such items.
9.5 The Customer shall keep confidential all business and product information of BJS which comes to its knowledge, whether as to manufacturing methods, other customers or financial matters.
10. Force Majeure
BJS shall have no liability in respect of any failure or delay in fulfilling any of its obligations to the extent that fulfilment thereof is prevented, frustrated, impeded and/or delayed or rendered uneconomic as a consequence of any fire, flood, earthquake, other natural disaster or Act of God, industrial dispute or failure by sub contractors or other circumstances or event beyond BJS’ reasonable control.
The Customer shall not assign or otherwise transfer all or any of its rights, interests or obligations under the Contract without the prior written consent of BJS. Any or all of BJS’ rights or obligations under the Contract may be assigned by BJS.
The rights of BJS shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver of any breach shall operate as a waiver of any subsequent breach.
13. Set Off
The Customer undertakes to make any payment due hereunder in full without any deduction, offset or counterclaim whatsoever save in respect of any credit note issued to it by BJS.
The headings of these Conditions do not form part of the Conditions and shall not affect the interpretation thereof.
If these conditions (or any paragraph or sub-paragraph or any part thereof) is held to be invalid or otherwise unenforceable for any purpose it shall for that purpose be deemed to have been omitted but shall not prejudice the effectiveness of the rest of the Contract.
Any notice hereunder shall be deemed to have been given if delivered by hand or sent by prepaid first class post (in the case of BJS) to its registered office and in the case of the Customer at its last known address, and deemed to have been received on the date of despatch if delivered by hand and on the third day after posting if sent by post.
17. Law and Jurisdiction
This agreement is subject to English law. The parties agree to submit to the exclusive jurisdiction of the English courts where any dispute arises under this Agreement.