Standard Terms & Conditions of Trading

In these Standard Terms and Conditions of Trading (“these Terms and Conditions”), “BTS” means BTS (Europe) Ltd and the “Buyer” means the person or firm or company purchasing the Goods and/or Services from “Goods” means the products which are the subject of contract of sale to which these Terms and Conditions apply. “Services” means services which are the subject of a contract of supply to which these Terms and Conditions apply. “Order” means an order placed by the Buyer for the supply of Goods and/or Services. THESE TERMS AND CONDITIONS DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF THE BUYER IN ANY CASE WHERE THE BUYER IS A CONSUMER ACQUIRING GOODS OTHERWISE THAN IN THE COURSE OF A BUSINESS.

1 ACCEPTANCE OF ORDERS

1.1. All Orders placed by the Buyer are subject to these Terms and Conditions, which are complete and exhaustive and override any other terms, conditions and provisions referring to the Goods and/or Services. Any conflicting terms in documents passing between BTS and the Buyer will have no legal effect. The Buyer acknowledges that it has not relied upon any representation in placing any Order and in entering into any contract with BTS save for any representation expressly set out in these Terms and Conditions. These Terms and Conditions are not capable of being varied, supplemented, qualified or interpreted by reference to any prior course of dealing between the parties.

1.2. No contract for sale shall be deemed to have been concluded until BTS has issued an invoice in respect of an Order received (“the Invoice”) or despatched the Goods, whichever is the earlier, or in the case of provision of Services until BTS has commenced the provision of Service.

1.3. In the event of inconsistency between the Order and the Invoice, the Invoice shall be conclusive evidence as to the type and quantities of Goods supplied and/or Services provided.

1.4. Any communication between the parties including without limitation statements, notices, invoices, and orders can be effected by post, courier, facsimile, electronic date interchange or other electronic means and shall be deemed to have been received on the 3rd day after despatch if sent by post or courier and immediately after despatch if sent by facsimile or electronic means.

2 THE PRICE

2.1. Subject to clause 2.2 below, the price of the Goods and the price of Services shall be as stated in their respective current price lists as published by BTS from time to time.

2.2. Prices are subject to alteration to those ruling at the date of despatch of the Goods or in the case of Services the date of commencement of provision of Services unless otherwise agreed in writing. The Buyer shall be notified of any changes in price as soon as possible. Where such change exceeds two percent of the price of Goods and/or Services, the Buyer shall have the right to cancel the Order provided that such cancellation is received by BTS within 7 days from the date of notification.

2.3. Where the price of Goods is stated by BTS to include delivery it shall include BTS’s cost of packaging, insurance and delivery of the Goods to the Buyer. Unless otherwise indicated, prices are inclusive of UK customs and excise or other import duties or taxes but are exclusive of value added or other relevant sales tax, which shall be for the Buyer’s account. The costs of any special packaging or transport arrangements shall be for the account of the Buyer and the Buyer must make its own insurance arrangements in respect of such special requirements.

3 PAYMENT

3.1 The buyer must ensure that BTS receives payment in full for the Goods and/or Services within thirty days from the date of the invoice (being Monday to Friday excluding bank holidays in England).

3.2 If payment is not received in full when due, the Buyer may be required to pay interest on the unpaid amount at a rate per annum which is three percent above the Lloyds TSB Bank plc Base Lending Rate at the time payment is due (or, as prescribed by stature, whichever is the higher) compounded with three monthly rests. This entitlement to interest will not preclude BTS from pursuing all available remedies for breach of contract.

3.3 The time for performance of the Buyer’s obligations (whether as to payment or otherwise) shall be of the essence of these Terms and Conditions so that failure to perform shall entitle as its option to treat the relevant contract as repudiated by the Buyer or to delay delivery of the Goods or suspend the provision of Services until BTS is satisfied that the failure has been corrected.

3.4 The Buyer shall make all payments hereunder, free and clear of and without deduction for, any set-off or counterclaim.

3.5 Without prejudice to the generality of clause 3.1 BTS reserves the right at its discretion to require payment, or such security for payment as BTS may see fit prior to delivery of the Goods or the provision of Services.

4 DELIVERY

4.1 Time of delivery of Goods and/or performance of Services shall not be of the essence. Whilst reasonable efforts will be made to adhere to the agreed dates such dates are estimates only and BTS shall not be liable for any losses, costs, damages or expenses suffered by the Buyer or any other person or company howsoever arising, whether directly or indirectly, out of any failure to meet any estimated date.

4.2 BTS reserves the right to deliver by instalments and to treat each instalment as a separate contract.

5 CONDITION OF GOODS

5.1 The Buyer shall be entitled to make a claim as to the condition of the Goods, which shall be conditional upon; (a) the giving of a written notice of any defect by the Buyer to BTS within 7 days from the date of discovery of the same (b) the Goods having been stored and used prior to the discovery of the defect; and (c) the Goods not having been returned at BTS request and the Buyer’s cost for inspection in its original packaging at such address as BTS may indicate.

5.2 BTS shall have no liability to the Buyer if (a) a defect in Goods is a result of fair wear and tear, wilful damage, neglect, abnormal working conditions, failure to follow BTS instructions (whether oral or in writing), misuse or alteration or repair of the Goods without BTS approval: or (b) the total price for the Goods has not been paid by the due date for payment.

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