Terms & Conditions

Interpretation

In these Conditions:

‘CUSTOMER’ means the person who accepts a quotation from BELLORE for the sale of the Goods or whose order for the Goods is accepted by BELLORE .

‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which BELLORE is to supply in accordance with these Conditions

‘BELLORE’ means BELLORE , ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and BELLORE.

‘CONTRACT’ means the contracts for the purchase and sale of the Goods and/or the supply of Services.

‘MARKET FIXING’ means the next available London Market Price for precious metals subsequent to acceptance of the order

‘WRITING’ includes telex, cable, facsimile transmission and comparable means of communication

‘FORWARD CONTRACT’ means an instruction by the Customer to BELLORE to purchase a quantity of precious metal at a fixed price or by reference to the London Market for delivery at a future date being no later than 12 months following the Customer’s instruction to BELLORE to purchase

‘AUTHORISED REPRESENTATIVE’ shall mean a senior manager  of BELLORE or an employee of BELLORE so authorised

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

 

Basis of the sale:

BELLORE shall sell Goods and/or supply Services and the Customer shall purchase the Goods and/or take supply of the Services in accordance with any quotation of BELLORE which is accepted by the Customer, or any order of the Customer which is accepted by BELLORE , subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and BELLORE.

BELLORE employees or agents are not authorised to make any representations concerning the Goods and/or the Services unless confirmed by an authorised representative of BELLORE in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.

Any advice or recommendation given by BELLORE or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods or the application or use of the Services which is not confirmed in Writing by an authorised representative of BELLORE is followed or acted upon entirely at the Customer’s own risk, and accordingly BELLORE shall not be liable for any such advice or recommendation which is not so confirmed.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by BELLORE shall be subject to correction without any liability on the part of BELLORE.

 

Orders and specifications

No order submitted by the Customer shall be deemed to be accepted by BELLORE unless and until confirmed by an authorised representative of BELLORE.

The Customer shall be responsible to BELLORE for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving BELLORE any necessary information relating to the Goods and/or Services within a sufficient time to enable BELLORE to perform the Contract in accordance with its terms.

The quantity, quality and description of and any specification for the Goods or any specification for Services shall be those set out in BELLORE quotation (if accepted by the Customer) or the Customer’s order (if accepted by BELLORE).

If the Goods are to be manufactured or any process is to be applied to the Goods by BELLORE in accordance with a specification submitted by the Customer, the Customer shall indemnify BELLORE against all loss, damages, cost and expenses awarded against or incurred by BELLORE in connection with or paid, or agreed to be paid by BELLORE in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from BELLORE use of the Customer’s specification.

BELLORE reserves the right to make any changes in the specification of the Goods and/or the Services which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to BELLORE specification, which do not materially affect their quality or performance.

No order which has been accepted by BELLORE may be cancelled by the Customer except with the agreement in Writing of an authorised representative of BELLORE and on terms that the Customer shall indemnify BELLORE in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by BELLORE as a result of cancellation.

 

Price of the goods

The price of the Goods and/or the Services shall be BELLORE quoted price or, where the Goods contain gold or silver metals the price will be based upon the next available Market Fixing at the date of acceptance of the order. Where Goods are supplied for export from the United Kingdom, BELLORE published export price list shall apply. All prices quoted are valid for 10 days only or until earlier acceptance by the Customer, after which time they may be altered by BELLORE without giving notice to the Customer provided always that deliveries of the goods or provision of the services takes place no later than 30 days following the date of order in default of which an additional charge may be made by BELLORE.

BELLORE reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and/or the Services to reflect any increase in the cost to BELLORE which is due to any factor beyond the control of BELLORE (such as, without limitation, any market fluctuation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give BELLORE adequate information or instructions. 

Except as otherwise stated under the terms of any quotation or in any price list of BELLORE, and unless otherwise agreed in Writing between the Customer and BELLORE, all prices are given by BELLORE on an ex works basis, and where BELLORE agrees to deliver the Goods otherwise than at BELLORE premises, the Customer shall be liable to pay BELLORE charges for transport, packaging and insurance.

The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to BELLORE.

The cost of packaging pallets and containers will be charged to the Customer in addition to the price of the Goods.

 

5 Terms of payment

Subject to any special terms agreed in Writing between the Customer and BELLORE , BELLORE shall be entitled to invoice the Customer for the price of the Goods and/or the supply of Services on or at any time after delivery of the Goods and/or the supply of Services, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event BELLORE shall be entitled to invoice the Customer for the price at any time after BELLORE has notified the Customer that the Goods are ready for collection or (as the case may be) BELLORE has tendered delivery of the Goods and/or provided the Service.

The Customer shall pay the price of the Goods and/or Services before the last business day of the month following the month of the date of invoice, and BELLORE shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

If the Customer fails to make any payment on the due date or exceeds its agreed credit limit with BELLORE then, without prejudice to any other right or remedy available to BELLORE , BELLORE shall be entitled to :

cancel the contract or suspend any further deliveries to the Customer;

immediate payment of all invoices whether or not payment has become due pursuant to clause 5.2;

appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and BELLORE) as BELLORE may think fit (notwithstanding any purported appropriation by the Customer); and

charge the Customer a finance charge (both before and after any judgment) on the amount unpaid (and all amounts then due) at the rate of 2 per cent per calendar month until payment is made in full (a part of a month being treated as a full month for the purpose of calculating the charge);

consolidate all the Customer accounts with BELLORE and set off any amounts standing to the credit of the Customer’s metal or other accounts with BELLORE and if appropriate to exercise a lien on all the Customer’s goods or property of any description (whether worked or not) and in default of payment of all monies then due to BELLORE to sell all such goods or property upon giving 21 days written notice to the Customer.

Payment is due from the Customer to BELLORE in full without deduction or set-off.

BELLORE shall be entitled to charge a finance charge at the rate set out in clause 5.3.4 on all orders which BELLORE are unable to process within 6 months of the date upon which the Customer placed the orders.

 

Delivery

Delivery of the Goods shall be made by the Customer collecting the Goods at BELLORE premises at any time after BELLORE has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by BELLORE , by BELLORE delivering the Goods to that place provided always that BELLORE may request that any representative of the Customer collecting the Goods provides acceptable proof of identification prior to collection.

Any dates quoted for delivery of the Goods and/or the supply of Services are approximate only and BELLORE shall not be liable for any delay in delivery or supply however caused. Time for delivery or supply shall not be of the essence of the Contract unless previously agreed by BELLORE authorised representative in writing. The Goods may be delivered by BELLORE in advance of the quoted delivery date upon giving reasonable notice to the Customer.

BELLORE reserves the right to deliver up to 5 per cent more or 5 per cent less than the quantity ordered, and the quantity so delivered shall be deemed to be the quantity ordered.

Where the Goods are to be delivered or Services supplied in instalments, each delivery or supply shall constitute a separate contract and failure by BELLORE to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

If BELLORE fails to deliver or supply the Goods and/or Services (or any instalment) for any reason other than any cause beyond BELLORE reasonable control or the Customer’s fault, and BELLORE is accordingly liable to the Customer, BELLORE liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods or services to replace those not delivered or supplied over the price of the Goods and/or Services.

If the Customer fails to take delivery of the Goods or accept supply of the Services or fails to give BELLORE adequate delivery instructions at the time stated for delivery or supply (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of BELLORE fault) then, without prejudice to any other right or remedy available to BELLORE, then BELLORE may :

store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or

sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

 

Risk and property

Risk of damage to or loss of the Goods shall pass to the Customer:

in the case of Goods to be delivered at BELLORE premises, at the time when BELLORE notifies the Customer that the Goods are available for collection; or

in the case of Goods to be delivered otherwise than at BELLORE premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when BELLORE has tendered delivery of the Goods.

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until BELLORE has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by BELLORE to the Customer.

Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as BELLORE fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as BELLORE property, but shall be entitled to resell or use the Goods in the ordinary course of its business.

Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), BELLORE shall be entitled at any time to require the Customer to deliver up the Goods to BELLORE and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of BELLORE , but if the Customer does so all monies owing by the Customer to BELLORE shall (without prejudice to any other right or remedy of BELLORE) forthwith become due and payable.

 

Warranties and liability

Subject to the conditions set out below BELLORE warrants that the Goods and/or services will correspond with their specification (if applicable) at the time of delivery or supply and will be free from defects in material and workmanship for a period of 6 months from the date of their initial use or 6 months from delivery, whichever is the first to expire.

The above warranty is given by BELLORE subject to the following conditions:

BELLORE shall be under no liability in respect of any defect arising from any drawing, design or specification supplied by the Customer;

BELLORE shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow BELLORE instructions (whether oral or in writing), misuse or alteration or repair without BELLORE approval;

BELLORE shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods and/or Services has not been paid by the due date for payment;

the above warranty does not extend to parts or materials not manufactured by BELLORE, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to BELLORE.

Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.

Any claim by the Customer which is based on any defect in the quality or condition of the Goods and/or Services or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to BELLORE 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. If delivery is not refused, and the Customer does not notify BELLORE accordingly, the Customer shall not be entitled to reject the Goods and/or Services and BELLORE shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods and/or Services had been delivered in accordance with the Contract.

Where any valid claim in respect of any of the Goods and/or Services which is based on any defect in the quality or condition of the Goods and/or Services or their failure to meet specification is notified to BELLORE in accordance with these Conditions, BELLORE shall be entitled to replace the Goods and/or Services (or the part in question) free of charge or, at BELLORE sole discretion, refund to the Customer the price of the Goods and/or Services (or a proportionate part of the price), but BELLORE shall have no further liability to the Customer.

Except in respect of death or personal injury caused by BELLORE negligence, BELLORE shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of BELLORE , its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or Services or their use or resale by the Customer, and the entire liability of BELLORE under or in connection with the Contract shall not exceed the price of the Goods and/or Services, except as expressly provided in these Conditions.

BELLORE shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of BELLORE obligations in relation to the Goods and/or Services, if the delay or failure was due to any cause beyond BELLORE reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond BELLORE reasonable control:

Act of God, explosion, flood, tempest, fire or accident;

war or threat of war, sabotage, insurrection, civil disturbance or requisition;

acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

import or export regulations or embargoes;

strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of BELLORE or of a third party);

difficulties in obtaining raw materials, labour, fuel, parts or machinery;

power failure or breakdown in machinery.

 

Indemnity

. If any claim is made against the Customer that the Goods and/or Services infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Customer, BELLORE shall indemnify the Customer against all loss, damages, costs and expenses awarded against or incurred by the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the claim, provided that:

BELLORE is given full control of any proceedings or negotiations in connection with any such claim;

the Customer shall give BELLORE all reasonable assistance for the purposes of any such proceedings or negotiations;

except pursuant to a final award, the Customer shall not pay or accept any such claim, or compromise any such proceedings without the consent of BELLORE (which shall not be unreasonably withheld);

the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relating to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);

BELLORE shall be entitled to the benefit of, and the Customer shall accordingly account to BELLORE for, all damages and costs (if any) awarded in favour of the Customer which are payable by, or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and

without prejudice to any duty of the Customer at common law, BELLORE shall be entitled to require the Customer to take such steps as BELLORE may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which BELLORE is liable to indemnify the Customer under this clause.

Insolvency of Customer

This clause applies if:

the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) makes an application for an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

the Customer ceases, or threatens to cease, to carry on business; or

BELLORE reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

If this clause applies then, without prejudice to any other right or remedy available to BELLORE , BELLORE shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

Export terms

In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Customer and BELLORE) apply notwithstanding any other provision of these Conditions.

The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods or the supply of Services (if applicable) into the country of destination and for the payment of any duties on them.

Unless otherwise agreed in Writing between the Customer and BELLORE, the Goods shall be collected by the Customer or its carrier and BELLORE shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

The Customer shall be responsible for arranging for testing and inspection of the Goods at BELLORE premises before shipment. BELLORE shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

The Customer undertakes not to offer the Goods for resale in any other country notified by BELLORE to the Customer at or before the time the Customer’s order is placed, or to sell the Goods to any person if the Customer knows or has reason to believe that that person intends to resell the Goods in any such country.

 

General

The Contract shall be governed by the laws of israel, and the Customer agrees to submit to the non-exclusive jurisdiction of the uk courts.