Terms and conditions of business

BSC DIECASTING & FINISHING LIMITED

1. Definitions

1.1 BSC means BSC Diecasting & Finishing Limited of Fryers Close, Bloxwich, Walsall, West Midlands, WS3 2XQ.

1.2 Customer means the person or organisation purchasing goods or services wholly or mainly for the purposes of its trade, business, craft or profession.

1.3 Contract means an order accepted by BSC incorporating these terms and the Specification.

1.4 Goods means the goods supplied under the Contract, including castings, finished components and tooling where applicable.

1.5 Services means the services supplied under the Contract.

1.6 Specification means the technical and commercial requirements expressly accepted by BSC in writing, including applicable drawing revisions, materials, tolerances, finishes, inspection requirements and approved samples.

1.7 Customer Materials means drawings, designs, specifications, data, tooling, equipment, components and materials supplied by or on behalf of the Customer.

1.8 Business Day means a day other than Saturday, Sunday or a public holiday in England.

1.9 Writing includes email. References to an authorised agreement mean agreement by a representative with authority to bind the relevant party.

2. Application and formation of Contract

2.1 These terms apply to all supplies by BSC to business customers. They do not apply to consumer purchases.

2.2 A quotation is an invitation to place an order and is valid for 30 days unless stated otherwise. A Contract arises when BSC accepts an order in writing or starts performance after providing these terms to the Customer.

2.3 These terms apply to the exclusion of terms contained in the Customer’s purchase order, purchasing portal or other documents, unless BSC expressly accepts those terms in writing. A reference to a purchase order number is for administration only.

2.4 Any departure from these terms must be expressly identified and agreed in writing by authorised representatives of both parties. A technical requirement in the Specification does not, by itself, amend the allocation of design responsibility, warranty remedies or liability in these terms.

2.5 Agreed special terms take priority over these terms only to the extent of an express inconsistency. The Specification governs the technical requirements for the supply.

2.6 Marketing materials, illustrations and general descriptions do not form part of the Specification unless expressly incorporated.

3. Prices and payment

3.1 Prices are those accepted by BSC in writing and exclude VAT. Packaging, carriage, testing and other charges are included only where expressly stated.

3.2 Unless credit terms are agreed in writing, payment is required before despatch or release of Goods and before performance of Services.

3.3 Where credit is agreed, invoices are payable within 30 days of the invoice date unless another period is agreed in writing.

3.4 BSC may invoice Goods when ready for collection or, where BSC has agreed to deliver, on despatch. Services may be invoiced on completion or at agreed milestones.

3.5 The Customer must provide required purchase orders and invoicing information promptly. Failure to provide an administrative reference does not postpone payment for an accepted Contract.

3.6 Invoice disputes must be notified promptly with reasonable details. Undisputed amounts remain payable when due. The Customer may not deduct chargebacks, quality costs or other claims unless BSC has agreed them in writing or they have been finally determined by a court.

3.7 BSC may claim statutory interest, fixed compensation and recoverable debt recovery costs under applicable late-payment legislation.

3.8 Where an undisputed amount remains overdue for seven days after written notice requiring payment, BSC may suspend further performance until payment is received. Delivery dates shall be reasonably extended and the Customer shall pay reasonable, evidenced costs caused by the suspension.

3.9 Where BSC has reasonable evidence of a material deterioration in the Customer’s ability to pay, BSC may request reasonable security or advance payment for future performance. If the parties cannot agree arrangements within ten Business Days, BSC may suspend the affected unperformed supply, subject to applicable law.

3.10 Prices for accepted orders may be changed only under an agreed price-adjustment mechanism or by written agreement.

4. Specification, component geometry and design responsibility

4.1 BSC supplies manufacturing and finishing services to the agreed Specification. BSC does not undertake responsibility for the design or development of the Customer’s product or for the designed geometry of components.

4.2 The Customer is responsible for the accuracy, completeness and suitability of its designs and Specification, including:

(a) component geometry, dimensions, wall thicknesses, tolerances and interfaces;

(b) the selection and suitability of specified materials, coatings and finishes for the intended application;

(c) strength, loading, fatigue life, durability, corrosion resistance and functional performance;

(d) compatibility with mating parts and downstream processes; and

(e) product validation, application testing and the safety and regulatory compliance of the Customer’s finished product.

4.3 Responsibility for product design and component geometry is outside the scope of Services undertaken by BSC under the Contract. Consistently with BSC’s stated ISO 9001:2015 scope, BSC’s quality certification is not a representation that it undertakes or certifies the Customer’s product design.

4.4 BSC’s review of drawings, manufacture of tooling, production of samples, inspection of Goods or comments on manufacturability do not transfer product-design responsibility to BSC.

4.5 Any proposed change affecting component geometry, material or functional requirements must be approved by the Customer in writing before implementation. The Customer remains responsible for validating the approved design for its intended application.

4.6 BSC remains responsible for exercising reasonable skill and care in its Services and for manufacturing Goods to the agreed Specification. Nothing in this clause excuses an unauthorised departure from that Specification or defective workmanship.

4.7 BSC shall notify the Customer of material inconsistencies or apparent defects in the Specification actually identified during performance. BSC does not undertake a design audit or an independent verification of the Customer’s design calculations.

4.8 Requirements for pressure tightness, structural integrity, internal soundness, porosity limits, cosmetic appearance, special testing, traceability or safety-critical applications must be disclosed and expressly agreed in the Specification. BSC does not warrant any unagreed acceptance criterion.

4.9 Sample approval does not waive the requirement for production Goods to comply with the Specification. A sample governs only the characteristics for which it has expressly been approved.

5. Customer obligations and changes

5.1 The Customer shall provide accurate information, suitable Customer Materials and necessary approvals in sufficient time for BSC to perform.

5.2 The Customer shall identify safety-critical uses and any applicable special regulatory or customer requirements before BSC accepts the order.

5.3 BSC may rely on the drawing revision and other information identified in the accepted Specification. Changes require written agreement on their effect on price, delivery, tooling, stock and work in progress.

5.4 BSC may suspend affected work while a material ambiguity or proposed change is resolved. The Customer shall pay reasonable, evidenced additional costs caused by its changes, delays or inaccurate information, provided BSC takes reasonable steps to minimise those costs.

5.5 Forecasts are non-binding unless the parties expressly agree binding quantities, material commitments, minimum purchases or a firm production period.

6. Delivery, collection and risk

6.1 Delivery dates are estimates unless BSC expressly agrees a binding date in writing. Time is not of the essence.

6.2 Unless otherwise agreed, delivery occurs:

(a) for collection or Customer-arranged transport, when Goods are loaded onto the collecting vehicle at BSC’s premises; or

(b) for BSC-arranged delivery, when Goods are made available for unloading at the agreed destination.

6.3 Risk passes on delivery. The party undertaking loading or unloading remains responsible for its own negligence.

6.4 The Customer shall collect or accept delivery promptly. If it fails to do so within five Business Days after notice that Goods are ready, BSC may charge reasonable storage, insurance and additional handling costs. Risk then passes to the Customer, except for loss or damage caused by BSC’s failure to take reasonable care.

6.5 BSC may deliver in instalments where reasonably appropriate. A defect in one instalment does not automatically entitle the Customer to cancel unaffected instalments.

6.6 The Customer shall promptly inspect deliveries and notify apparent damage, shortages or incorrect Goods, normally within five Business Days. Failure to meet that period does not automatically defeat a latent-defect claim, but BSC is not responsible for additional loss caused by unreasonable delay in notification.

7. Ownership of Goods

7.1 Ownership of Goods passes only when BSC receives full payment for those Goods.

7.2 Until ownership passes, the Customer shall, so far as reasonably practicable, identify the Goods as BSC’s property, keep them in satisfactory condition and insure them against their full replacement value.

7.3 The Customer may use or resell the Goods in its ordinary business before ownership passes, unless BSC lawfully withdraws that permission following material payment default.

7.4 Subject to applicable law, BSC may require delivery up of identifiable Goods for which payment is overdue. Any entry to premises to recover Goods requires lawful authority and must not involve force.

8. Tooling and Customer property

8.1 Tooling supplied by the Customer remains the Customer’s property.

8.2 The quotation or order acknowledgement shall identify ownership of newly manufactured tooling. Unless expressly agreed otherwise, tooling manufactured by BSC remains BSC’s property, and a tooling charge contributes to its manufacture or adaptation without transferring ownership.

8.3 Where transfer of tooling ownership is expressly agreed, ownership passes on full payment of the agreed tooling price. An ownership certificate records that transfer; failure to issue the certificate does not defeat an otherwise agreed and completed transfer.

8.4 BSC shall take reasonable care of Customer-owned tooling and other Customer property in its possession. BSC is not responsible for normal wear or inherent defects.

8.5 Tool life, maintenance, refurbishment, replacement and storage arrangements shall be as agreed in writing. No minimum tool life or number of production cycles is guaranteed unless expressly agreed.

8.6 To the extent permitted by law, BSC may retain Customer-owned tooling or property in its possession as security for overdue, undisputed sums owed by that Customer under Contracts incorporating these terms. This does not confer a right of sale.

8.7 Subject to clause 8.6, Customer-owned tooling shall be made available for collection on reasonable written notice, normally not less than ten Business Days. The Customer shall pay agreed or reasonable packing and transport costs.

8.8 BSC shall not dispose of Customer-owned property without following applicable legal requirements and giving appropriate notice.

9. Warranty and quality claims

9.1 BSC warrants that Goods shall conform in all material respects to the agreed Specification and shall be free from defects in BSC’s workmanship and materials supplied by BSC for 12 months from delivery.

9.2 BSC warrants that Services shall be performed with reasonable skill and care.

9.3 The warranty does not cover defects or non-conformity to the extent caused by:

(a) Customer designs, component geometry, instructions or Customer Materials;

(b) use outside agreed operating conditions or intended applications disclosed and accepted in writing;

(c) normal wear, misuse, accidental damage, improper storage, installation or maintenance;

(d) alteration, repair, machining, finishing or other processing by anyone other than BSC, where that activity caused or worsened the defect; or

(e) failure to follow reasonable handling or use instructions provided by BSC.

9.4 The Customer shall notify BSC in writing promptly after discovering a defect, giving order and batch details, the nature of the alleged defect, quantities affected and available supporting evidence. Defects arising during the warranty period must be notified no later than 30 days after its expiry.

9.5 The Customer shall segregate affected Goods, preserve relevant evidence, provide reasonable inspection access and, where reasonably practicable, stop processing or using Goods known or reasonably suspected to be defective.

9.6 Goods shall not be returned without BSC’s return instructions. BSC shall bear reasonable agreed return transport costs where a warranty claim is established.

9.7 For an established breach of clause 9.1, BSC shall, at its option and within a reasonable time:

(a) repair the affected Goods;

(b) replace the affected Goods; or

(c) refund or credit the price paid for the affected Goods.

For an established breach of clause 9.2, BSC shall, at its option, re-perform the affected Services or refund or credit their price.

9.8 Subject to clause 11.1 and to the extent permitted by law, clause 9.7 provides the Customer’s exclusive remedies for defective or non-conforming Goods or Services. BSC does not undertake to reimburse Customer On-Costs described in clause 10.

9.9 Repaired or replacement Goods are warranted for the remainder of the original warranty period or three months after their delivery, whichever is longer.

9.10 Except as expressly provided in the Contract, terms implied by law concerning quality, fitness for purpose or correspondence with description or sample are excluded to the fullest extent lawfully permitted. Nothing excludes an obligation that cannot lawfully be excluded.

10. Customer On-Costs

10.1 Customer On-Costs means costs, losses, charges or liabilities incurred by the Customer or passed on to the Customer by another person as a result of defective, allegedly defective or non-conforming Goods or Services, including:

(a) inspection, sorting, screening, testing, containment and quality administration costs;

(b) machining, finishing, treatment, rework or repair undertaken by the Customer or a third party;

(c) labour, overheads and manufacturing or processing expenditure incurred on affected Goods;

(d) removal, dismantling, access, refitting, reinstallation and recommissioning costs;

(e) the cost or value of other components, assemblies or finished products into which Goods have been incorporated, including scrappage or loss of value of those items;

(f) line stoppages, production disruption, idle labour, lost capacity and overtime;

(g) premium freight, emergency procurement, substitute goods and expedited delivery costs;

(h) field service, warranty campaigns, product withdrawal and recall costs; and

(i) customer debit notes, chargebacks, penalties, liquidated damages and other contractual liabilities owed to downstream customers or third parties.

10.2 Subject to clause 11.1, BSC shall not be liable for Customer On-Costs, whether those costs are direct, indirect or consequential, whether foreseeable or otherwise, and whether claimed in contract, negligence, breach of statutory duty, misrepresentation or otherwise.

10.3 Clause 10.2 does not exclude BSC’s obligation to provide the remedies expressly set out in clause 9.7 or to pay return transport costs under clause 9.6.

10.4 BSC shall be liable for a particular Customer On-Cost only where an authorised representative of BSC has expressly agreed in writing, before the expenditure is incurred, the work authorised and the maximum amount payable. Such an agreement applies only to the identified costs and does not waive these terms generally.

10.5 The Customer may not bind BSC to its customers’ quality manuals, chargeback arrangements, warranty obligations or penalty provisions without BSC’s express written acceptance.

10.6 Nothing in this clause prevents the Customer from taking action required by law or reasonably necessary to address an immediate safety risk. Such action does not, by itself, create a right to recover costs from BSC. Liability remains subject to clause 11.1.

11. Limitation of liability

11.1 Nothing in the Contract excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of statutory obligations concerning title which cannot lawfully be excluded;

(d) liability under the Consumer Protection Act 1987 which cannot lawfully be excluded; or

(e) any other liability which cannot lawfully be excluded or limited.

11.2 Subject to clause 11.1, BSC shall not be liable for loss of profit, revenue, business, contracts, opportunity, anticipated savings or goodwill, whether direct or indirect, or for indirect or consequential loss.

11.3 Subject to clause 11.1, BSC’s total aggregate liability arising out of or in connection with a Contract, including liability in contract, tort, negligence, misrepresentation or breach of statutory duty, shall not exceed 100% of the total price paid or payable, excluding VAT, under the accepted order giving rise to the claim.

11.4 Where an accepted order covers multiple deliveries, its total accepted value is used for clause 11.3. Where supplies are made under a framework without a committed order value, each separately accepted call-off is an order. A forecast alone does not form part of the order value.

11.5 Multiple claims under the same order do not create multiple caps. Amounts refunded or credited under clause 9 count towards the applicable cap.

11.6 Clauses 10 and 11 apply to liabilities owed by BSC to the Customer. They do not purport to remove statutory rights held independently by third parties.

11.7 Each exclusion and limitation is a separate provision. The parties may agree different liability arrangements in writing before order acceptance, with corresponding changes to price, insurance or inspection requirements.

11.8 Each party shall take reasonable steps to minimise recoverable losses. There shall be no double recovery for the same loss.

12. Cancellation, postponement and termination

12.1 The Customer may request cancellation or postponement in writing. Unless otherwise agreed, it shall pay:

(a) the Contract price for completed conforming Goods and completed Services;

(b) reasonable, evidenced costs of work in progress and materials reasonably committed to fulfil the accepted order;

(c) unavoidable third-party cancellation charges; and

(d) reasonable direct cancellation or storage costs.

12.2 Charges shall be reduced by costs saved and the reasonable recoverable value of materials or work which BSC can reuse or sell. BSC shall take reasonable steps to minimise cancellation costs. No amount shall be charged twice.

12.3 BSC may not charge for speculative purchases based solely on non-binding forecasts. Recovery for advance stock commitments requires the Customer’s written agreement to those commitments.

12.4 Either party may terminate an affected Contract by written notice if the other commits a material breach which cannot be remedied or fails to remedy a remediable material breach within 30 days after written notice specifying the breach and requiring remedy.

12.5 Subject to applicable insolvency law, either party may terminate where the other enters liquidation, administration or an analogous insolvency process or ceases trading. No suspension, termination or payment demand shall be exercised where prohibited by applicable insolvency legislation.

12.6 Termination does not affect accrued rights. Properly due invoices remain payable. On termination caused by the Customer’s breach, BSC may recover reasonable losses subject to mitigation and without double recovery.

13. Intellectual property and confidentiality

13.1 Each party retains ownership of its pre-existing intellectual property. The Customer retains rights in its product designs. BSC retains rights in its manufacturing methods, process know-how and independently developed technical information.

13.2 The Customer grants BSC the rights reasonably needed to use Customer Materials to perform the Contract.

13.3 Ownership of physical tooling does not, by itself, transfer intellectual property rights in BSC’s manufacturing methods or know-how.

13.4 The Customer warrants that it is entitled to provide and authorise use of Customer Materials. It shall indemnify BSC against reasonable damages, settlement sums and legal costs arising from third-party intellectual property claims caused by BSC’s authorised use of those Customer Materials.

13.5 The indemnity does not apply to the extent a claim results from BSC’s unauthorised modification or use. BSC shall promptly notify the Customer, provide reasonable assistance at the Customer’s cost and allow the Customer reasonable control of the defence. No settlement admitting liability or imposing obligations on BSC may be made without BSC’s reasonable consent.

13.6 Each party shall protect the other’s confidential technical and commercial information, use it only for the Contract and disclose it only to persons who need it and are subject to appropriate confidentiality obligations, or as required by law.

14. Events outside reasonable control

14.1 Neither party is liable for delay or failure caused by an event outside its reasonable control which it could not reasonably prevent or overcome.

14.2 The affected party shall promptly notify the other, take reasonable steps to reduce the effects and resume performance as soon as reasonably practicable.

14.3 Supplier or subcontractor failure qualifies only where the underlying cause meets clause 14.1 and reasonable alternative arrangements are unavailable.

14.4 This clause does not excuse payment of sums already due for Goods or Services supplied.

14.5 If the event prevents substantial performance for more than 60 consecutive days, either party may terminate the affected unperformed part by written notice. The Customer shall pay for conforming Goods and Services already supplied; BSC shall refund advance payments for supplies not provided, subject to any separately agreed allocation of committed material costs.

15. General

15.1 BSC may subcontract work but remains responsible for its contractual obligations, subject to these terms.

15.2 Neither party may assign the Contract without the other’s prior written consent, not to be unreasonably withheld or delayed. BSC may assign receivables provided this does not reduce the Customer’s contractual rights.

15.3 Notices shall be sent to the business or email address most recently notified for contractual communications. Email notices are deemed received on the next Business Day after sending unless a delivery-failure notification is received. This clause does not govern service of legal proceedings.

15.4 The Contract constitutes the entire agreement concerning its subject matter. Nothing excludes liability for fraud or fraudulent misrepresentation.

15.5 Variations must be expressly agreed in writing by authorised representatives of both parties. Approved email exchanges are sufficient.

15.6 Failure or delay in exercising a right does not waive it.

15.7 If a provision is invalid or unenforceable, the remaining provisions continue in effect so far as legally possible.

15.8 No third party has a right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.

15.9 The Contract is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.