Container Sales Terms & Conditions

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1. Definitions

1.1 In this Contract and these Conditions, the following expressions shall have the following meanings:

“Commercial Schedule” means the schedule setting out the principal commercial terms of this Contract to which these Conditions are annexed.

“Conditions” means these Conditions of Sale.

“Conversion Charges” means the charges payable by the Customer to BXD in respect of the Conversion Works, being those charges set out in the Commercial Schedule and the Specification.

“Conversion Works” means the conversion works set out in the Specification.

“Container” means the container specified in the Commercial Schedule and the Specification].

“Contract” means this contract between BXD and the Customer for the sale of the Container, comprising the Commercial Schedule, the Conditions, the Specification and any other documentation expressly stated in the Commercial Schedule to form part of this Contract but excluding any other terms and conditions.

“Customer” means the company, firm, person, corporation or public authority which is purchasing the Container from BXD specified in the Commercial Schedule and includes their successors or personal representatives.

“Delivery” means unloading the Container at the Site.

“Delivery Charges” means the charges payable by the Customer to BXD in respect of the delivery of the Container, being those charges set out in the Commercial Schedule and the Specification and any other charges relating to delivery payable in accordance with the Conditions.

“Delivery Date” means the estimated date for delivery specified in the Commercial Schedule.

“Deposit” means the deposit specified in the Commercial Schedule payable on the date of this Contract or any other date agreed on.

“BXD” means J.T. Leavesley (Alrewas) Limited (company number: 00931247) whose registered office is at Ryknield House, Alrewas, Burton On Trent, Staffordshire, DE13 7AB, operating through the BXD Division.

“Price” means the price specified in the Commercial Schedule.

“Site” means the site to which the Container is delivered (or to be delivered) on the Customer’s instructions, being the site specified in the Commercial Schedule.

“Specification” means the specification of the Container (including drawings, plans, technical and commercial information) comprising Schedule 2 of this Contract.

2. Agreement for Sale

2.1 BXD will sell the Container to the Customer in accordance with this Contract.

2.2 The legal and beneficial ownership of the Container shall at all times remain exclusively with BXD and the Customer shall not acquire any rights of ownership therein until all monies due to BXD under this Contract are paid in full.

3. Price

3.1 The Customer agrees to pay the Price, and any Delivery and Conversion Charges without deduction or set off in accordance with this Contract, which shall be paid by direct credit transfer to such bank account as BXD may nominate in writing to the Customer. Time of payment is of the essence.

3.2 If payment is not made when due BXD shall be entitled to charge interest on the overdue amount at four per cent above the prevailing base rate at HSBC Bank Plc calculated on a daily basis (‘the Default Rate’). The Customer shall also be liable to pay any charges incurred by BXD in the recovery of the overdue amount. These remedies shall be without prejudice to any other rights and remedies available to BXD.

4. Deposit

4.1 If a Deposit is specified in the Commercial Schedule it is due for payment in cleared funds on the date of this Contract or, if specified, on the date set out in the Commercial Schedule, in full without deduction or set off. BXD shall not be liable to commence work on the Container until the Deposit has been received from the Customer.

5. Specification

5.1 Signature of this Contract by the Customer constitutes complete approval of the Specification for all purposes of the Contract. It shall be the Customer’s responsibility to ensure that the Specification meets the Customer’s requirements in relation to the purchase of the Container.

5.2 BXD reserves the right to make any changes in the Specification of the Container which are required to conform to any applicable statutory, legislative or other requirements relevant to the sale of the Container or, where the Container is supplied to the standard specification of BXD, which do not materially affect their quality or performance.

5.3 Specifications drawings data literature and statements as to dimensions suitability performance or otherwise issued by BXD in connection with the Container are offered in good faith but are intended to be approximate only and the Container is supplied subject to no conditions nor shall it carry any guarantee or warranty as to dimensions quality, fitness, performance or suitability.

6. Delivery of the Container

6.1 Any times for Delivery indicated in the Commercial Schedule or the Specification is an estimate only and is not guaranteed. The Customer hereby acknowledges that time of Delivery shall not be of the essence of this Contract. The Customer shall have no right to damages or to cancel this Contract for failure for any cause to meet any Delivery time stated. The Delivery Date shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals and delivery details from the Customer in writing,. Any (i) alterations by the Customer in relation to the Specification or (ii) failure by the Customer to comply with any obligations on its part to facilitate delivery of the Container may result in delay in Delivery and may result in additional charges.

6.2 The Customer shall unless otherwise stated in the Specification and at its own expense provide suitable foundations for the Container, such foundations to conform to the Specification or any subsequent notification or instruction provided by BXD to the Customer in relation to the requirements for foundations.

6.3 The Customer shall provide adequate and unrestricted access to the Site for delivery and unloading of the Container. The Customer shall be liable to pay BXD such sums by way of additional charges as BXD certifies is due by virtue of inadequate and restricted access to the Site.

6.4 The Specification assumes that the Site is capable of accepting large vehicles and heavy mobile cranes, and any consequential loss or damage arising from use of the said vehicles and/or cranes will not be the responsibility of BXD. BXD cannot be held responsible for any underground structures, cables, drains etc not clearly disclosed and or identified by the Customer and expressly referred to in the Specification. The Customer is therefore completely responsible for ensuring a complete safe access and egress and suitable ground conditions, to comply with all aspects of safe working practices, and all other obligations to comply fully with the risk assessment documents.

6.5 Unless expressly stated in the Specification, BXD is not responsible for providing “Trackway” or similar ancillary products (such as crane support pads) and or the making good of any existing external surface or paving damaged by the delivery vehicles or cranes, and also excludes any damages to services.

6.6 Where any variation in the provision of craneage arises (whether as a result of weather conditions, safety considerations or any other factor) then any additional costs incurred by BXD, will be chargeable to the Customer by way of additional charges, which shall be payable within 30 days of receipt of BXD’ invoice therefor, in addition to the Deposit (where applicable), Conversion Charges (where applicable), and the Price.

6.7 Foundations, all forms of external paving, external plinths, access ramps, steps and fire escape facilities are excluded Price contained in the Specification unless expressly stated in the Specification to be included. BXD cannot be responsible for abnormal ground conditions.

6.8 The Customer authorises BXD to accept the signature on delivery of the Container of any person reasonably holding themselves out to be the Customer’s representative whether such person be authorised or not.

6.9 BXD will endeavour to comply with reasonable requests by the Customer for postponement of Delivery but shall be under no obligation to do so. Where Delivery is postponed otherwise than due to default by BXD:

6.9.1 the Customer shall be liable for any additional Delivery Charges arising by virtue of delay or postponement;
6.9.2 the Delivery shall be deemed complete on the Delivery Date and the Customer shall become liable for Price, and any Delivery Charges and Conversion Charges payable in accordance with these Conditions (notwithstanding the delay in Delivery;
6.9.3 BXD shall be entitled to terminate this Contract upon giving the Customer five working days notice in writing of its intention to do so.

6.10 BXD shall accept no liability for any delay, cost or other liability arising as a result of any default on the part of either the Customer or any subcontractor engaged by the Customer for the purposes of Delivery.

7. Warranty

7.1 In the case of new Containers on delivery and for a period of 12 months from the date of delivery, and in the case of Containers which have had prior use, on delivery and for a period of 3 months from the date of delivery, (the “Warranty Period)”, the Container shall:

7.1.1 conform in all material respects the Specification; and
7.1.2 be free from material defects in material and workmanship.

7.2 Subject to clause 7.3, if:

7.2.1 the Customer gives notice in writing during the Warranty Period and as soon as becoming aware that the Container does not comply with the warranty set out in clause 7.1; and
7.2.2 BXD is given a reasonable opportunity of examining such defects and any access it requires
7.2.3 BXD shall at its discretion, either carry out the necessary adjustment, repair or replacement on Site or arrange for the removal of the Container or part or parts thereof to BXD’ works for adjustment, repair or replacement as it sees fit.

7.3 BXD shall not be liable for the Container's failure to comply with the warranty in clause 7.1 if:

(a) the defect arises because the Customer failed to follow BXD ' oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Container or (if there are none) good trade practice;
(b) the defect arises as a result of BXD following any drawing, design, instruction or specification supplied by the Customer;
(c) the Customer alters or repairs the Container without the written consent of BXD ;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal working conditions, or subsidence as a result of ground conditions on the Customer’s site; or
(e) the Container differs from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
(f) The Customer fails to comply with clause 7.2.1 or 7.2.2.

7.4 Except as provided in this clause 7, BXD shall have no liability to the Customer in respect of the failure to comply with the warranty set out in clause 7.1.

7.5 The terms of these Conditions shall apply to any repaired or replacement parts supplied by BXD.