Terms of sale

TERMS AND CONDITIONS OF SALE

October 2018

1.    INTERPRETATION

   1.1    Definitions:
          Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
          Conditions: the terms and conditions set out in this document as amended from time to time and the Returns Policy.
          Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these     Conditions.
          Customer: the person or firm who purchases the Goods from the Supplier.
          Force Majeure Event: an event or circumstance beyond a party’s reasonable control.
          Goods: the goods (or any part of them set out in the Order).
          Order: the Customer’s order for the Goods, as set out in the Sales Confirmation Order.
          Supplier: BFT AUTOMATION UK LTD (registered in England and Wales with company number 05116688) and BFT AUTOMATION (SOUTH) LTD (registered in England and Wales with company number 03305247; together ‘the Supplier.’
          Place of Delivery: the place to which the Goods are delivered as specified in the Order.      
          Returns Policy: the Supplier’s Returns Policy [link].

   1.2    Interpretation:
        a)    A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation under that statute or statutory provision, as amended or re-enacted.
        b)    Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words proceeding those terms.
        c)    A reference to writing or written includes emails.

2.    BASIS OF CONTRACT
   2.1    These Conditions apply to the Contract to the exclusion of any other terms or conditions that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, or contained in any Sales Confirmation Order or other document of the Customer. These conditions supersede and take precedence over any other terms and conditions, including those contained in the Customer’s purchase order.
   2.2    The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
   2.3    The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

3.    GOODS
   3.1    The Goods are described on the Supplier’s website.
   3.2    The Supplier reserves the right to amend the specification of the Goods if required by any statutory or regulatory requirements.

4.    DELIVERY
   4.1    The Supplier shall deliver the Goods to the location set out in the Order (the Place of Delivery) provided there are no specific instructions in the Customer’s Order.
   4.2    Delivery is completed on the completion of unloading of the Goods at the Place of Delivery.
   4.3    Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   4.4    If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   4.5    If the Customer fails to accept delivery of the Goods within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
        a)    Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
        b)    The Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
   4.6    If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of parts or all of the Goods.
   4.7    The Customer shall be entitled to rescind this Contract provided that the delay in delivery exceeds 60 days over a time agreed by both parties in writing.
   4.8    The Customer can return the Goods to the Supplier in accordance with the Returns Policy.

5.    CANCELLATION
   5.1    The Customer shall not be entitled to cancel the Order without the written consent of the Supplier.  
   5.2    If the Supplier accepts a cancellation the Customer shall pay to the Supplier all costs incurred by the Supplier in performing the contract up to the date of the Supplier’s acceptance of such cancellation.
   5.3    The costs to be provided by the company and to be accepted by the Buyer save in the instance where there is a manifest error in calculation.
   5.4    If the Customer cancels an Order when the Goods are already with a courier and before the Customer receives the Goods, the Customer shall pay to the Supplier the courier costs in full, and the Supplier may charge the Customer a re-stocking or handling fee of up to 30% of the price of the Goods.
   5.5    If the Customer cancels an Order after the Supplier has packed the Goods but the Goods have not yet left the Supplier’s warehouse, the Customer shall not incur a charge for the Supplier’s unpacking/ restocking of goods.
   5.6    In the event that the Supplier prepares a customised item specifically for the Customer (for example cut-to-size or painted colours, the Customer shall pay to the Supplier the price in full of the customised item if the Customer cancels the Order.

 6.    QUALITY
   6.1    The Goods may be subject to the manufacturer’s warranty.
   6.2    Subject to the Returns Policy, the Supplier warrants that on delivery, the Goods shall:
        a)    Conform in all material respects with their description; and
        b)    Be free from material defects in design, material and workmanship; and
        c)    Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
        d)    Be fit for any purpose held out by the Supplier.

   6.3    The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 6.1 in any of the following events:
        a)    The Customer makes any further use of such Goods after giving notice in accordance with the Returns Policy;
        b)    The defect arises because the Customer failed to follow the Supplier’s oral or written instruction as to the storage, commissioning, installation, use and maintenance of the Goods (if there are none) good trade practice regarding the same;
        c)    The defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
        d)    The Customer alters or repairs such Goods without the written consent of the Supplier;
        e)    The defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; or
        f)    The Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   6.4    Except as provided in this Clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 6.1
   6.5    The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

7.    TITLE AND RISK
   7.1    The risk in the Goods shall pass to the Customer on completion of delivery.
   7.2    Title to the Goods shall not pass to the Customer until the Supplier receives payment in full in cleared funds for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.
   7.3    Until title to the Goods has passed to the Customer, the Customer shall:
        a)    Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
        b)    Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
        c)    Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price with a reputable insurance company from the date of delivery;
        d)    Keep the Supplier’s interest in the Goods noted upon the insurance policy and hold the proceeds of any such insurance on trust for the Supplier and not mix said proceeds with any other funds or use said proceeds for any other purpose;  
       e)    Give the Supplier such information relating to the Goods as the Supplier may require from time to time; and
       f)    Allow the Supplier to access to Goods for the purposes of returning the Goods.  

8.    DAMAGE IN TRANSIT
   8.1    All Goods are packed to ensure safe carriage. The Supplier shall not be liable for any loss or damage to the Goods while they are in transit.
   8.2    The Customer shall inform the Supplier via phone or email that the Goods are damaged within 3 Business Days of the date of delivery.  The Customer shall ensure that it signs for the Goods as damaged goods when the damaged goods are delivered so that the Supplier may make a claim with the courier on behalf of the Customer.

9.    PRICE AND PAYMENT
   9.1    The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s price list in force as at the date of dispatch.
   9.2    Prices are believed to be correct at the time of publication but may vary without notice. The Supplier may amend any errors or omissions in the price of the Goods.
   9.3    Payment is deemed to be made when the Supplier receives cleared funds.
   9.4    The price of the Goods:
        a)    Excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
        b)    Excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the customer.
   9.5    Payment for the Goods must be made in advance of delivery to the bank account nominated in writing by the Supplier, or, where an approved credit account exists, within 30 calendar days end of month of the date of the invoice unless extended terms have been agreed by the Supplier. Time for payment is of the essence.
   9.6    If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above THE ROYAL BANK OF SCOTLAND’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   9.7    The Customer shall notify the Supplier of any invoice queries within 14 Business Days of receipt of invoice.
   9.8    The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
   9.9    Where the Customer has requested an account with the Supplier, and has accepted these Conditions, the Customer gives its consent to the Supplier to undertake a search on the Customer as to the Customer’s credit worthiness via a credit reference agency. For the avoidance of doubt, the Customer shall be required to pay for their first Order in full at the time they purchase the Goods.
   9.10    The Supplier reserves the right to refuse or vary credit accounts without explanation and to withdraw credit facilities at any time without explanation. Once credit facilities are withdrawn any balances outstanding from the Customer to the Supplier become due and owing with immediate effect.
   9.11    The Customer agrees that the Supplier may transfer information concerning the Customer to the Supplier’s credit insurers, who may:
        a)    Store and process information about the Customer’s business and its principals on their computes or those of any associated company used by them in any capacity; information will be used for credit or financial assessment and for the preparation of statistics as well as for the prevention of bad debts fraud and money laundering;
        b)    Whenever convenient to make searches of the Customer’s records with credit reference agencies as well as other enquiries in accord with their normal practice. Records held by credit reference agencies will include searches made by and information provided by other businesses which will be made available to view by subscribers to the service;
        c)    Monitor and or record phone calls made with them for training and or security purposes;
        d)    Make decisions about the Customer solely using an automated decision making process, such as credit scoring. Where this is done the Supplier will advise the Customer of the same so that a review may be requested by the Customer.
Details of the Supplier’s credit insurers form time to time will be provided by the Supplier at the Customer’s request. Records held by credit reference agencies and any other third parties referred to above can be viewed in accordance with statutory provisions upon a request in writing and upon payment of a fee.

 10.    LIMITATION OF LIABILITY
   10.1    Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
        a)    Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
        b)    Fraud or fraudulent misrepresentation;
        c)    Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
        d)    Defective products under the Consumer Protection Act 1987; or
        e)    Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
   10.2    Subject to Clause 10.1, the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

11.    FORCE MAJEURE
    Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.

12.    GENERAL
   12.1    Assignment and other dealings
        a)    The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
        b)    The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

   12.2    Entire Agreement
        a)    This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
        b)    Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.  

   12.3    Variation
    No variation of this Contract shall be effective unless it is in writing     and signed by the parties (or their authorised representatives).

   12.4    Waiver
    No failure or delay by a party to exercise any right or remedy     provided under the Contract or by law shall constitute a waiver of     that or any other right or remedy, nor shall it prevent or restrict the     further exercise of that or any other right or remedy. No single or     partial exercise of such right or remedy shall prevent or restrict the     further exercise of that or any other right or remedy.

   12.5    Severance
    If any provision or part-provision of the Contract is or becomes     invalid, illegal or unenforceable, it shall be deemed modified to the     minimum extent necessary to make it valid, legal and enforceable.     If such modification is not possible, the relevant provision or part-    provision shall be deemed deleted. Any modification to or deletion     of a provision or part-provision under this clause shall not affect the     validity and enforceability of the rest of the Contract.

   12.6    Notices
        a)    Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or commercial courier.
        b)    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 12.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery is signed.
        c)    The provisions of this clause shall not apply to the service of any proceedings or other documents in legal action.

12.7    Third party rights
    No one other than a party to this Contract shall have the right to enforce any of its terms.

12.8    Governing law and jurisdiction
    This Contract, and any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.  
    
END

 

BFT AUTOMATION NORTH
Units C2-C3 The Embankment Business Park,
Vale Road, Heaton Mersey, Stockport SK4 3GL
T. +44 161 456 0456
F. +44 161 456 9090

BFT AUTOMATION SOUTH
Enterprise House, Murdock Road,

Dorcan, Swindon, SN3 5HY
T. +44 1488 674 750
F. +44 1488 674 790

BFT IRELAND
Unit D3 City Link Business Park, Old Naas Road

Dublin 12, Ireland
T. +353 1 456 4711
F. +353 1 450 8337

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