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Terms and conditions for the supply of goods – Open Briefing Ltd

  1. Introduction

These are the terms and conditions referred to in your quote and invoice (“Order”) for us to supply you with certain equipment and services, as noted in the Order (the “Goods”). If you do not agree with these terms and conditions, please do not proceed with the Order. Making payment on an Order signals your agreement to these terms and conditions.

They describe the terms on which we will sell the Goods to you, whether you are based within the United Kingdom or around the world. Any reference in these terms and conditions to import and customs duties, and Incoterms, shall only relate to where the Goods are sent outside the United Kingdom.

They also explain that you must pay us the correct price, and when legal ownership of the goods passes from us to you.

  1. The Contract

2.1       The Order is your offer to buy the Goods from us on these terms and conditions, and you must make sure that the Order (and any required standards or measurements or specification of the Goods that form part of your Order) is correct. The Order and these terms and conditions together form the “Contract”.

2.2       When we send you a written acceptance of your Order (including by email confirmation), you have a binding contract with us, and these terms and conditions are part of it.

2.3       The contract is our entire agreement. No previous statements or representations that we have made to you form part of the contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.

2.4       If we have given you a quotation for the goods, it is only valid for 7 days from its issue date. It is not an offer to sell you the goods.

2.5       If either of us needs to give the other a notice under the contract (“Notice”), the Notice must be given properly to be effective. Clause 9.4 explains how to give a proper Notice.

2.6       We will ensure that we the following information is given or made available to you prior to the formation of the Contract between us and you, unless such information is already apparent from the context of the transaction:

2.6.1     The main characteristics of the Goods;

2.6.2     Our identity and contact details;

2.6.3    The total Price for the Goods including taxes or, if the nature of the Goods is such that the Price cannot be calculated in advance, the manner in which it will be calculated;

2.6.4    Where applicable, all additional delivery charges or, where such charges cannot be calculated in advance, the manner in which they will be calculated;

2.6.5    Where applicable, the arrangements for payment, delivery and the time by which we undertake to deliver the Goods;

2.6.6    We shall ensure that you are aware of our legal duty to supply goods that are in conformity with the Contract; and

2.6.7     Where applicable, details of after-sales services and commercial guarantees.

  1. The Goods

3.1       The Goods are described in your Order.

3.2       We are allowed to change any of our specifications, or any specification that you have supplied, if this is necessary to comply with any law or regulations.

3.3       At the time of placing the Order, it is your responsibility to advise us of any special, legal, administrative or regulatory requirements applying in the territory in which you are to import or use the Goods, and you must inform us immediately of any change made in such requirements.

3.4       It is your responsible to comply with any legislation or regulations governing the importation of the Goods into the country of destination, and for the payment of any duties thereon.

3.5       We also provide training and consultancy services, which are governed by a separate contract between you and us, if applicable.

  1. Delivery of the Goods

4.1       Either us or the manufacturer or supplier will deliver the Goods to you. You will be provided with a delivery note with each delivery of Goods. It will state the Order date, the Order reference number, the type and quantity of Goods, and the outstanding balance of the Order if we are delivering the Goods by instalments.

4.2       Delivery of the Goods shall take place and risk in the Goods will pass in accordance with Incoterms, where applicable, otherwise delivery of the Goods shall be made in accordance with this clause 4.2. The Goods will be delivered to the location you have informed us of as part of the Order, within the time frame detailed in the Order. You acknowledge that, where the Goods have been specifically manufactured on your behalf, there may be delays to delivery timings. In general, delivery dates are approximate, and time of delivery is not guaranteed. Delivery will be completed when the Goods are delivered to the delivery address on your Order.

“Incoterms” shall mean the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when this Contract is made.

4.4       If you do not accept delivery of the Goods within 7 days of us attempting delivery, delivery will be assumed to have been completed by us at 9:00 am on the third day after delivery is attempted. The Goods will then be stored for you, and you will be charged for all storage and related costs (including insurance) until delivery actually takes place. If you have still not taken delivery after 14 days, the manufacturer is allowed to sell the Goods (or some of them), in which case you will be paid any excess of the sale price over the price you owe (less storage and selling costs). If the sale price is below the price you owe, you will be charged for the shortfall.

4.5       If we fail to deliver the Goods, our legal responsibility to you will be limited to your costs of obtaining replacements of similar type and quality at the cheapest available price, less the price of the Goods. We will not be legally responsible to you for non-delivery if you give us inadequate delivery or other supply instructions.

4.6       We are allowed to deliver the Goods in instalments. If we do this, each instalment will make up a separate contract with its own invoice and payment arrangements. If an instalment is delayed, you may not cancel other instalments because of the delay.

4.7       If we refuse to deliver the Goods, you may treat the Contract as being at an end and we will reimburse you without undue delay. Alternatively, you may, instead of treating the Contract as being at an end, specify a new delivery time or time period. If we continue to fail to deliver the Goods, you may treat the Contract as being at an end and we will reimburse you without undue delay.

4.8       Where the Goods are to be delivered to a country where imports or customs duty, or other taxes, are applicable, you will be responsible for the payment of such charges. Where possible, we will include such charges on the invoice; however, where we have been required to pay such charges, you shall reimburse us promptly upon receiving an invoice for such charges and, in any event, within 14 days.

4.9       You acknowledge and agree that delivery of Goods to countries within the European Economic Area may attract import or customs duty which may not be applicable at the time the Order is placed, but becomes applicable at a time thereafter. In such circumstances, we shall be entitled to seek payment of such charges from you either before or after delivery.

  1. Our Responsibility

5.1       We want you to be satisfied with the quality of the Goods. We are not the manufacturer of the Goods, and we do not hold ourselves as such. We arrange for the Goods to be ordered on your behalf and delivered to you, but we are not responsible for the quality of the Goods.

5.2       In the event of an issue arising with the Goods, you are encouraged to get in touch with us, and we will liaise with the manufacturer or supplier regarding any replacement or repaired Goods.

5.3       In no circumstances will we be liable for any issues that arise regarding the Goods. The manufacturer retains liability for this.

5.4       We do not warrant that the Goods will be suitable for any particular purpose.

5.5       In respect of Goods that are not made to order for you, you may cancel your Order at any time before either we or the manufacturer dispatch the Goods by contacting us in writing. If Goods are made to order, you cannot cancel the Order once production has begun.

5.6       If you are a consumer, you may also cancel your Order within 14 days of receipt of the Goods if it is placed with us electronically. If you have already paid for the Goods, the payment will be refunded to you within 14 days of your cancellation (including delivery costs). You agree that this cancellation right does not apply if the Goods you have purchased have been made to order.

5.7       We may cancel your Order at any time before we dispatch the Goods in the following circumstances:

5.7.1    The Goods are no longer in stock and we are unable to re-stock (if, for example, the Goods are discontinued); or

5.7.2    An event outside of our control set out in Clause 8.3 continues for more than 14 days.

5.8       If we cancel your Order under sub-Clause 5.7 and you have already paid for the Goods, the payment will be refunded to you within 14 days. If we cancel your Order, the cancellation will be confirmed by us in writing.

  1. Ownership and Risk

6.1       Risk of damage to or loss of the Goods shall pass to you in accordance with the relevant provision of Incoterms or, where Incoterms do not apply, the risk of damage to the goods or their loss passes to you on completion of delivery. (Completion of delivery is explained in clauses 4.4 and 4.5.). You should make sure that you insure the goods from this time onwards.

6.2       Ownership of the Goods passes when you have paid us for them in full. Until the ownership passes to you, we will still own the Goods.

  1. Price and Payment

7.1       The price of the Goods is stated in our acceptance of your Order. It does not include VAT, packaging, insurance and transport costs for which we will invoice you.

7.2       We are allowed to increase the price, by giving you a Notice of increase up to 7 days before we deliver the Goods, but only to take into account any of the following:

7.2.1    things which are beyond our control (examples include tax changes, foreign exchange fluctuations, increases in the costs of labour, manufacturing, and/or materials, and those matters set out in Clause 8.3);

7.2.2    changes in delivery dates, or quantities, types, or specifications of Goods that you have asked for;

7.2.3    delay caused by you, or your supplying us with inadequate or inaccurate instructions; or

7.2.4    changes in any customs or other charges.

7.3       You must pay our invoice in full upon receipt. You guarantee this time of payment. We will not place your Order with the manufacturer until payment has been received, so please be aware that this could impact delivery dates. If you fail to pay within 30 days, we may charge you interest at 8% per year above the Bank of England’s base rate from time to time from the due date until payment of what you owe us, whether that happens before or after any court judgment on the debt that you owe. The interest will be earned daily, and you must pay it all with the overdue amount.

7.4       You are not allowed to hold back any payment due to us as a set-off or credit or counterclaim against some other amount that you think we owe you unless the law allows it.

7.5       We have made every reasonable effort to ensure that our Prices are correct. Prices will be checked when we process your Order. If the actual Price of the Goods is lower than that stated in your Order, you will be charged the lower Price (unless the lower price was an obvious mistake that you could have reasonably recognised). If the actual Price of the Goods is higher than that stated in your Order, we will ask you how you wish to proceed.

7.6       All Prices exclude VAT. If the rate of VAT changes between the date of your Order and the date of your payment, we will adjust the rate of VAT that you must pay. Changes in VAT will not affect any Prices where we have already received payment in full from you.

7.7       Our Prices exclude the cost of delivery. Delivery costs will be added on to the final sum due.

7.8       All payments for Goods must be made in advance before we can despatch the Goods to you.

7.9       We accept the following methods of payment: faster payments, CHAPS or BACS transfers.

  1. Limitations on our Legal Responsibilities

8.1       We will not be legally responsible to you for any loss of profit or any loss which you allege arises as a consequence from our contract with you, and our total legal responsibility to you under the contract will not exceed the price of the goods.

8.2       These terms and conditions do not limit our legal responsibility for death, personal injury caused by our unreasonable carelessness (known as negligence) or that of our employees, agents or sub-contractors, fraud, defective products under the piece of legislation known as the Consumer Protection Act 1987, breach of the requirements that our goods be of satisfactory quality, fit for purpose, match a sample, or match a model seen; or any other matter that the law says we cannot exclude (for example under the Consumer Rights Act, 2015).

8.3       Neither of us will be legal responsible to the other for failure or delay in carrying out this contract which is caused by an event beyond our reasonable control, which we could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest (such as riots), explosions, mechanical breakdown, natural disasters, deliberate damage, or being let down by suppliers or sub-contractors.

  1. Data Protection

9.1       The following definition shall apply this clause 9:

Data Protection Legislation”:

    • unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then
    • any successor legislation to the GDPR or the Data Protection Act 2018.

9.2       Both of us, in so far as is required agree that we will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to and does not remove or replace, a party’s obligations under the Data Protection Legislation.

9.3       For the purposes of the Data Protection Legislation, we are the data controller in respect of Personal Data transferred by you to us as part of the Order process (where Data Controller and Data Processor has the meaning defined in the Data Protection Legislation).

9.4       Without prejudice to the generality of clause 9.2 we warrant and undertake that we shall, in relation to any Personal Data processed in connection with this agreement:

9.4.1    comply with the provisions of the Data Protection Legislation relating to Data Controllers;

9.4.2    ensure that we have the appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage of the Personal Data.

9.4.3    ensure that all personnel who have access to and / or process the Personal Data are obliged to keep the Personal Data confidential;

9.4.4    where you are a citizen of the EEA, not to transfer any Personal Data outside of the EEA unless the following conditions are met: we have provided appropriate safeguards in relation to the transfer; the data subject enforceable rights and effective legal remedies; we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data.

9.5       We are registered with the Information Commissioner’s Office under registration reference ZA236736.

  1. General

10.1     We are allowed to transfer our rights and responsibilities under this contract to someone else, for example by assignment, a legal charge or sub-contracting our rights and obligations under this contract, but you may not do any of these things unless we have previously agreed in writing that you can.

10.2     Nobody other than we and you may rely on any terms of this contract.

10.3     Changes to the contract are only binding if we agree them in writing, sign them and give you a copy.

10.4     If either of us wishes to give a notice to the other under the contract, we must give it in writing and either email, deliver it or send it by first class post to the other’s registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.

10.5     Delay in exercising a right under the contract will not take away that right or any other right.

10.6     We always welcome feedback from our customers and, whilst we always use all reasonable endeavours to ensure that your experience as a customer of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.

10.7     Complaints may be initiated by contacting our Executive Director at [email protected].

10.8     The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.

10.9     Any dispute shall not affect the parties’ ongoing obligations under the Agreement.

10.10   This Contract, and any non-contractual obligations arising hereunder, operates under by English law and only the courts of England and Wales will have the right to deal with any disputes arising from it.

10.11   The Uniform Laws on the International Sale of Goods laid down in the 1980 United Nations Convention shall not apply unless expressly agreed between the parties in writing.


Open Briefing is a certified social enterprise and a member of
the International NGO Safety and Security Association and CIVICUS