Terms and Conditions – STANDARD TERMS and 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.
3.1 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 at the latest (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.
4.1 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.
5.3 Any requests to return Goods must be made to BTS in writing, who may in its sole discretion allow or refuse it. If a request is allowed an authorisation notice shall be issued to the Buyer. No Goods will be accepted for return without a valid authorisation notice. All items to be returned must be in a resalable condition and securely packed together with all documents and accessories in the original packaging.
5.4 To the extent that any Goods are covered by any service policy of BTS, which is in force at the time of delivery of the relevant Goods, BTS and the Buyer will act in accordance with the service policy to the extent applicable.
6.1 BTS shall be liable for loss or damage incurred by the Buyer as a result of defective Goods and/or Services provided by BTS pursuant to these Terms and Conditions to the extent that such loss or damage arise in consequence of the default or the negligence of or a misrepresentation by BTS, except as provided below.
6.2 Subject to the provisions of clause 6.4, BTS shall not be liable to the Buyer whether in negligence, breach of contract, misrepresentation, or otherwise in respect of; (a) loss or damage incurred by the Buyer as a result of third party claims; (b) indirect or consequential damage suffered by the Buyer, including without limitation, loss of profit, goodwill, business opportunity or anticipated saving.
6.3 The entire liability of BTS under, or in connection with, these Terms and Conditions, whether in negligence, breach of contract, misrepresentation, or otherwise, is limited, in respect of each event or series of connected events, to damages which shall not exceed, in the case of contracts relating to; (a) the sale of Goods, the amount paid by the Buyer in respect of those Services provided that such amount shall not exceed the sums recoverable under any relevant policies of insurance which BTS may have at the time a claim is made by the Buyer.
6.4 Nothing in these Terms and Conditions shall operate to exclude or restrict BTS liability for (a) death or personal injury due to the negligence of BTS; (b) breach of obligations arising from Section 12 of the Sale of Goods Act 1979; (c) fraud.
6.5 The invalidity, illegality or unenforceability of the provisions of this clause 7 shall not affect or impair the continuance in force of the remainder of this clause.
7 NO WAIVER
7.1 BTS failure to insist upon strict performance of any provision of these Terms and Conditions shall not be deemed to be a waiver of its rights or remedies or a waiver by it of any subsequent default by the Buyer in the performance of or compliance with any of the provisions of these Terms and Conditions.
8.1 Unless otherwise agreed in writing by BTS the Buyer may not assign either the benefit or the burden of any contract with BTS. BTS may delegate its performance under a contract and may assign any of its right or benefits thereunder.
9 RELATIONSHIP OF THE PARTIES
9.1 Under the Terms and Conditions both BTS and the Buyer are independent contractors and acknowledge that neither of them is an agent or partner of the other for any purposes or has authority to act, or hold itself out as acting, on behalf of the other.
10 FORCE MAJEURE
10.1 BTS shall not be under any liability whatsoever for non-performance in whole or in part of its obligation under any contract with the Buyer, which is a result (whether directly or indirectly) of any strike, lock out, Acts of God, flood, inability to obtain materials, breakdown, delay of supplier or carrier, government act and/or regulation or any cause beyond its control (“events of force majeure”).
10.2 BTS reserves the right to supply alternative goods if the Goods ordered cannot be obtained because of the events of force majeure but the Buyer within seven days of receipt of notice that alternative goods are being supplied may cancel the Order by notice in writing to BTS. If no such cancellation is received the Buyer will be obliged to accept the alternative goods.
10.3 If the events of the force majeure persist beyond a period of six months, the Buyer shall be entitled to cancel the Order by giving a written notice to BTS within seven days after the expiry of the six months period.
11 GOVERNING LAW
11.1 English law shall in all respects govern these Terms and Conditions and all contracts subject to these Terms and Conditions and the parties shall submit to the non-exclusive jurisdiction of the English courts.
12.1 The Terms & Conditions relative to rental will be those as outlined on the documentation of the appropriate finance provider. A copy of which is available on request.
13 WEEE Directive
13.1 Whilst BTS are not required to register under the WEEE Directive we reserve the right to amend any prices in response to the introduction of the WEEE Regulations, should the position change. If the Buyer wishes the Seller to retain responsibility for the disposal of the goods then the Buyer will be responsible for any costs/charges incurred.
The WEEE Regulations relate to the disposal of all electrical goods.