Broad Power Solutions Ltd – Terms & Conditions of Sale
Issue 2.0 31/12/2013 (Page 1 of 4)
1. BASIS OF THE SALE
These terms shall apply to all contracts between the Buyer and Seller and shall prevail over any terms put forward by the Buyer, unless the Seller expressly agrees to these in writing and signed by a Director for the company.
No conduct by the Seller shall be deemed to constitute acceptance of any terms put forward by the Buyer. Acceptance by the Buyer of the delivery of the goods shall constitute acceptance of these terms.
All orders of the Buyer against the Seller’s quotations are subject to the final acceptance of the Seller.
The Seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the Seller in writing and signed by a Director for the company.
In entering into the contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
NO VARIATION OF THESE TERMS SHALL BE VALID UNLESS SIGNED BY THE SELLER
Delivery of the goods shall be made by the Buyer collecting the goods at the Seller’s premises during the Seller’s usual business hours at any time after the Seller has notified the Buyer that the goods are ready for collection. If some other place of delivery is requested by the Buyer, the Seller will charge for this service at the rates listed in the Seller’s delivery policy. The terms & conditions for the courier company providing this service will apply at all times.
A copy of our Delivery Policy is available on request.
Quoted delivery times are based on current commitments and are subject to review by the Seller at time of acceptance of order. The Seller shall not be liable for any delay in delivery of the goods.
If the goods are to be delivered in instalments, each instalment shall be deemed to constitute a separate contract. Any failure to deliver an instalment shall not give the Buyer the right to cancel future instalments.
The Seller reserves the right to suspend delivery in the event that credit insurance cover in respect of the Buyer is withdrawn after the date of acceptance of an order or in the event that the Seller has reasonable grounds on which to believe that the Buyer will be unable to pay the price for the goods ordered.
The Seller is continuously improving the specification of the goods. The Buyer shall have the benefit of such changes in specification or in the length of time for manufacture of the goods.
The Seller reserves the right to make changes in the specification of the goods which are required to conform with any applicable of statutory EU requirements or, where the goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
The Seller reserves the right to increase the price of the goods to reflect any increase in its total material costs, labour, overheads, foreign exchange or other costs connected with the manufacture or delivery of the goods.
The Seller shall give notice of such increase prior to delivery of the goods.
5. TERMS OF PAYMENT
Where a credit control account has been arranged, invoices are due for payment by the 30th day from the date of month end of the invoice, unless agreed in writing to the contrary.
In all other cases, unless agreed in writing to the contrary, payment in full is due 3 days before delivery or manufacture.
All sums from the Buyer which are not paid on the due date shall bear interest from day to day at the annual rate of 5%.
The Seller may appropriate any payment made by the Buyer and apply it in total or partial satisfaction of any debt then due from the Buyer to the Seller.
Where the amount paid by the Buyer is less than the amount due to the Seller under the contract to which it is appropriated, the Seller may appropriate the payment to any individual goods or item supplied under that contract.
The Buyer will pay the price in full without any discount, deduction or set-off abatement which it may claim on the grounds of any breach by the Seller of any other contract between the Buyer and the Seller or of any other liability the Buyer may allege against the Seller.
6. FORCE MAJURE
If any performance of any part of the contract is delayed, hindered, prevented or rendered uneconomic by any cause or causes beyond the Seller’s control, the Seller shall be entitled to cancel the contract or suspend his duty to perform for as long as the circumstances amounting to the force majeure continue.
Circumstances amounting to force majeure shall include (without limitation) adverse weather conditions, industrial action, war, fire, accidents, breakdown of machinery or plant and shortage of materials or labour. The Seller shall not be liable for any cancellation of the contract or suspension of its duty to perform under this clause.
7. WARRANTIES AND LIABILITY
The Seller warrants that the goods will accord with any specification agreed with the Buyer in writing or, if there is no such specification, will be of normal industrial quality.
The above warranty is given subject to the following conditions:-
Any recommendation or suggestion relating to the storage or use of the goods made by the Seller or its employees or agents is given in good faith but it is for the Buyer to satisfy itself of the suitability of the goods for its own particular purpose and it shall be deemed to have done so. Accordingly save as provided in clause 9, unless otherwise expressly agreed in writing, the Seller gives on warranty as to the fitness of the goods for any particular purpose even though that purpose may be specified in the Buyer’s order.
The Seller shall not be liable under the warranty (or any other warranty or condition) if the total price for the goods has not been paid by the due date for payment.
The above warranty does not extend to parts or materials not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
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 Terms in Consumer Contracts Regulations 1994) 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 Buyer are not affected by these conditions.
In order to allow the Buyer adequate time to bring a claim against its carrier and otherwise to protect its position, the Buyer must advise the Seller and any carrier in writing (otherwise than by a qualified signature on the carrier’s or Seller’s delivery note) of any loss, or damage to, defect in or non-delivery of goods within three days of delivery of the consignment.
The above time period shall not apply to defects which are not immediately apparent, which shall be notified to the Seller within such longer periods as the Seller may reasonably allow.
The Seller shall not be liable for any loss or breach of condition or warranty unless the Buyer complies with the provisions of this clause.
The Sellers liability under this clause is limited to replacement of any goods which do not conform to their warranty or, at the Seller’s discretion, refund to the Buyer of the price of the goods or any proportionate part of the price.
The Seller shall not be liable for any loss or damage arising out of the goods whether direct or consequential and whether arising in contract or tort, except in respect of death or personal injury caused by the Seller’s negligence.
The Seller’s liability is limited by this clause in order to enable the Seller to insure against its liability under this contract, the Buyer must bear the risk of any loss in excess of this limit and should insure against such loss.
The Seller shall not be liable for any loss or damage suffered by the Buyer as a result of any claim that the goods infringe any industrial or intellectual rights of any person.
8. INSTALLATION & CATEGORY 6 PRODUCTS
Whilst the Seller is prepared to supply Category 6 components and cabling on request they can in no way guarantee or warranty the performance of the products once they have been removed from their sealed packaging.
Category 6 cables supplied without test certificates are supplied on the strict understanding that it is not possible for us to provide a warranty for these items.
All products warranty is for 24 months from date of supply and excludes installation unless installed by the Seller.
Where installation has been included by the Seller as part of the contract the warranty period is 12 months from completion of installation.
Note installation warranty is in accordance with our separate Installation Policy, a copy of which is available on request.
9. RISK AND OWNERSHIP
Risk in the goods shall pass to the Buyer at the point of delivery and thereafter the Buyer should insure accordingly.
Ownership of the goods shall remain with the Seller until all debts owing to the Seller by the Buyer have been paid in full.
Until such a time as ownership of the goods has passed the Buyer shall be the bailee of the goods for the Seller and shall store them upon its premises separately from its own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Seller.
Until such a time as ownership of the goods has passed, the Buyer authorises the Seller to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods.
10. SPECIAL ORDERS
Any tools or dies or other equipment made or obtained specially for an order of the Buyer remain the Seller’s property unless agreed in writing to the contrary. In the event of cancellation of that order the Buyer will be liable for immediate payment of the Seller’s costs in obtaining such equipment.
If the goods are to be manufactured by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expense incurred by the Seller in connection with any claim for infringement of any industrial property rights of any other person which results from the Seller’s use of the Buyer’s specification.
Orders may not be cancelled in whole or part without the Seller’s written consent.
12. LAW AND JURISDICTION
The Contract shall be governed by English Law, and parties agree to submit to the jurisdiction of the English Courts.