1.1 For the purposes of this document ‘the Company’ and “Bi3” both mean Business Insight 3 Ltd and ‘ Buyer ‘ means any company, organisation or person placing orders for or purchasing goods or services from the Company.
1.2 ‘Contract’ means the legal agreement between the Company and the Buyer to which these terms and conditions relate.
2. Basis Of Contract
2.1 These conditions shall govern any Contract between Bi3 and the Buyer to the exclusion of any other terms or conditions and shall supersede any previous terms and conditions issued by Bi3
2.2 Any orders placed by the Buyer which do not state acceptance of these terms and conditions will still be subject to them and any terms or conditions which the Buyer may purport to apply under any offer, order or similar document or in any correspondence and which conflict with these terms and conditions shall be of no effect.
2.3 Any variation of these terms and conditions shall be inapplicable unless agreed in writing by Bi3.
3.1 Dates for delivery are estimates only and are not guaranteed and time is not of the essence in relation to such dates.
3.2 Bi3 will use reasonable endeavours to deliver on the delivery dates requested.
3.3 BI3 shall have no liability in respect of late delivery of goods ordered
3.4 Where products are delivered in instalments, each delivery will be subject to a delivery charge if the value of the goods to be delivered is below the minimum carriage paid order value (as set from time to time by Bi3) or if delivery by instalments is requested..
3.5 If a delivery of goods is refused then an additional charge for re-delivery will be applied.
4. Returns and Cancellations
4.1 Without prejudice to any other provision of these terms and conditions, any order cancelled by the Buyer where such cancellation is accepted by Bi3 will nevertheless incur a cancellation charge to cover any expenses which Bi3 has incurred.
4.2 If the Buyer requests cancellation of an order comprising goods which have been ordered in specifically for the Buyer then the Buyer will be charged and liable to pay at the option of Bi3 either the full invoice value of such goods (in which case the Buyer shall be entitled to supply of the goods) or a cancellation charge which equates to any expenses incurred by Bi3 (including without prejudice to the generality of the foregoing carriage and administration costs) in connection with the cancelled order.
4.3 No goods will be accepted back for credit unless returned at the Buyer’s expense and in “as new” condition within original packing and with instructions.
4.4 Bi3 reserves the right to refuse to accept the return of goods from the Buyer if they were ordered specially for the Buyer or are not in “as new” condition, or are not in their original packing or are without instructions originally supplied.
4.5 Bi3 will not accept any request for return or cancellation submitted after 14 days from date of Invoice.
5. Guarantees and Repairs.
5.1 Subject to the succeeding provisions of this clause 5, Bi3 will honour a manufacturer’s warranty only in respect of goods claimed to be defective, and then only within 24 months from date the relevant goods were invoiced to the Buyer by Bi3.
5.2 Any goods accepted by Bi3 to be faulty out of box will be replaced free of charge.
5.3 Any goods installed which are reported faulty to Bi3 within the period of 24 months referred to in clause 5.1 above shall be offered to Bi3 for repair instead of replacement and if so repaired shall be returned (at Bi3 expense) to and accepted by the Buyer.
5.4 Bi3 shall be entitled to charge to and be paid by the Buyer all costs (including carriage and administration costs) for replacement of or repair or attempted repair of any faults in any goods reported to Bi3 as faulty where the fault has been caused by the Buyer, his employee, contractor or agent, the Buyer’s customer or any other third party or by any factor relevant to use of the goods for some purpose other than that or outside the operational parameters for which the goods in question were designed.
5.5 Any notification of a claim for replacement or repair of goods alleged by the Buyer to be faulty must be given or confirmed in writing to Bi3 and thereafter the Buyer shall have a maximum period of 14 days (as to which time shall be of the essence) within which to return the goods to Bi3 if practicable to do so, or, if it is not practicable to return the goods to Bi3, within which to specify why return is not practicable and to offer Bi3 a reasonable opportunity of inspecting the goods in question on site, and failure to comply strictly with the requirements of this clause 5.5 shall de deemed a waiver by the Buyer of all and any claims he may have against Bi3 arising out of or in respect of or relation to the allegedly defective goods and/or the supply thereof.
6. Limitations of Liability
6.1 Without prejudice to any other exclusions of liability or other provisions contained in these terms and conditions or other exclusions applicable under Statute or Common Law, Bi3 shall have no liability in respect of any goods alleged to be defective and/or the supply of such goods:-
6.1.1where the defect has been caused by the buyer, his employee, his sub-contractor, his agent, his customer or any other third party who may have handled or otherwise acted upon the goods after they left the possession of Bi3.
6.1.2 if the goods have not been paid for in full.
6.1.3 where the goods have not been used or assembled in accordance with the manufacturers instructions.
6.1.4 where refurbished goods have been ordered and supplied..
6.1.5 where goods have been short delivered or damaged in transit.
6.1.6 if Bi3 have not been given an opportunity, in circumstances in which the provision of such an opportunity could reasonably have been given, to remedy any matter complained of and for which Bi3 might otherwise have been liable.
6.1.7 where the matter complained of is covered by a policy of insurance issued by the Buyer’s insurers.
6.1.8 for any matters which are or were at any relevant time outside Bi3’s reasonable control.
6.1.9 for errors in details and/or specification supplied by the Buyer which give rise to failures in systems and/or products.
6.2 Bi3’s liability to the Buyer in relation to any one claim shall not exceed the price paid for the goods supplied by Bi3 to which such claim relates and in particular but without prejudice to the generality of the foregoing Bi3 shall have no liability to the Buyer for:
a) Consequential Loss (including loss of profit and/or damage to goodwill)
b) Economic or other similar losses
c) Damages and indirect losses
d) Business interruption or loss of business, contracts or opportunity.
6.3 All goods supplied shall be manufactured in accordance with all applicable British Standards which relate specifically to those goods.
6.4 Bi3 may from time to time make changes in the specification of goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of such goods
6.5 Any contractual description of any goods byBi3 relates to the identity of those goods but only if it relates to a central characteristic of the goods or to a substantial ingredient in their identity.
6.6 Bi3 warrants that goods supplied will at the time of delivery correspond to the description applied to them by Bi3
6.7. Save as herein specifically stated to the contrary all terms, conditions, warranties and representations (whether implied or made expressly) whether by Bi3 its servants or agents or otherwise relating to the quality and/or fitness for the purpose of any goods are excluded to the fullest extent permitted by law.
7. Price and Payment.
7.1 Any proposals or quotations issued by Bi3 are valid for a 30 day period..
7.2 Unless stated otherwise all prices quoted exclude carriage charges and VAT which are payable in addition.
7.3 Payment of all sums invoiced shall be due within 30 days of the date of the invoice unless prior terms have been agreed with the buyer. Bi3 shall not be bound to deliver the goods to which an invoice relates until the Buyer has paid for them and if so, required by Bi3 payment shall be made before delivery of goods ordered. Delivery and payment are not concurrent conditions. Time for payment after rendering of an invoice shall be of the essence
7.4 .Late payment by the Buyer shall render the Buyer liable to payment of interest and compensation charges in accordance with the provisions of the Late Payment of Commercial Debt Regulations 2002.
7.5 The Buyer shall pay all invoices fully without any set off, deduction, counterclaim or withholding of monies. If the Buyer fails to make any payment on the due date then without prejudice to any of BI3 other rights Bi3 may:
7.5.1 suspend or cancel deliveries of any articles due to the Buyer; and/or
7.5.2 appropriate any payment made by the Buyer to such goods supplied under any contract with the Buyer as Bi3 may in its sole discretion think fit.
8.1 Goods shall be at the Buyer’s risk as from delivery.
8.2 In spite of delivery having been made property in the Goods shall not pass from Bi3 until the Buyer shall have paid all sums whatever due from the Buyer to BI3 in respect of the supply of such goods.
8.3 Until property in goods supplied by Bi3 passes to the Buyer in accordance with clause [0.2] the Buyer shall hold goods supplied by Bi3 and each of them on a fiduciary basis as bailee for Bi3. The Buyer shall store such goods (at no cost to Bi3) separately from all other goods in its possession and marked in such a way that they are clearly identified as Bi3 property.
8.4 Notwithstanding that goods (or any of them) in the Buyer’s possession remain the property of Bi3 the Buyer may sell or use such goods in the ordinary course of the Buyer’s business at full market value for the account of Bi3. Any such sale or dealing shall be a sale or use of Bi3 property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in such goods passes from Bi3 the entire proceeds of sale or otherwise of such goods shall be held in trust for Bi3 and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as BI3 money.
8.5 Bi3 shall be entitled to recover the price of the goods plus VAT and any associated charges such as carriage costs notwithstanding that property in any of the goods supplied by BI3 has not passed from Bi3.
8.6 Until such time as property in goods supplied by Bi3 passes from Bi3 the Buyer shall upon request deliver up to Bi3 such of those goods as have not ceased to be in existence or resold. If the Buyer fails to do so Bi3 may enter upon any premises owned occupied or controlled by the Buyer where such goods are situated and repossess those goods. On the making of such request the rights of the Buyer under clause [0.4] shall cease.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any goods which are the property of Bi3. Without prejudice to the other rights of Bi3, if the Buyer does so all sums whatever owing by the Buyer to BI3 shall forthwith become due and payable.
8.8 The Buyer shall insure and keep insured all goods supplied by Bi3 in which title has not yet passed to the Buyer to the full cost thereof (as chargeable by Bi3) against ‘all risks’ to the reasonable satisfaction of Bi3 until the date that property in such goods passes from Bi3, and shall whenever requested by Bi3 produce a copy of the policy of insurance. Without prejudice to the other rights of Bi3, if the Buyer fails to do so all sums whatever owing by the Buyer to Bi3 shall forthwith become due and payable.
8.9 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of Bi3, if the Buyer fails to do so all sums whatever owing by the Buyer to Bi3 shall forthwith become due and payable.
9. Insolvency or Other Default of Buyer
If the Buyer fails to make payment for the Goods in accordance with the contract of sale or commits any other breach of the contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:
9.1 suspend all future deliveries of Goods to the Buyer and/or terminate any contract with the Buyer without liability upon its part; and/or
9.2 exercise any of its rights pursuant to clause 8.
10. Force Majeure
Bi3 shall be relieved of its obligations hereunder whenever and to the extent to which fulfilment is prevented, frustrated or impeded as a consequence of any cause outside the reasonable control of Bi3 including (but not limited to) Acts of God, fire, flood, war or civil disturbance or riot, acts of Government, currency restriction or fluctuation, labour disputes, strikes, unavailability of materials or failure of supplier or subcontractor to deliver on time.
11. Proper law of contract
11.1 These terms and conditions and all contracts governed by the same are subject to the law of England and Wales.
11.2 If any dispute or difference shall arise between the parties as to the meaning of any contract governed by these terms and conditions or any matter or thing arising out of or connected with such a contract then if (and only if) Bi3 shall in its absolute discretion so elect it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within 21 days of the service upon one party of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators.
12. Third Party Rights
The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract.