Terms and Conditions
Broadcast Radio Ltd
STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS
AND/OR THE SUPPLY OF GOODS AND SERVICES
Please note that a ‘Day On-Site Engineering’ normally means a maximum working day of 8 hours including travel time to site (but not usually the return leg of the journey). As the situation dictates, engineers can (at their discretion) work a maximum of two additional hours in any given day but only on a maximum of two consecutive days. These limits are imposed to ensure a safe and fair working environment for our employees.
1.1 ‘the Buyer’ means the person who agrees to buy the Goods and/or Services from the Seller
1.2 ‘Completed Acceptance Form’ means an acceptance form signed by the Seller, and dated
1.3 ‘the Delivery Date’ means the date specified by the Seller on the order form or any other communication when the Goods are to be delivered or installation is to be commenced
1.4 ‘the Goods’ means the goods which the Seller is to supply in accordance with these Conditions of Sale. Any reference to ‘the Goods’ shall, where appropriate, include a reference to part of them
1.5 ‘Receipt’ means receipt at the Buyer’s address by means of post, facsimile, electronic mail, document exchange, or personal delivery
1.6 ‘the Seller’ means Broadcast Radio Ltd (Company Number 3467549), whose registered office is at 1-2 Maritime House, Maritime Business Park, Livingstone Road, Hessle, E Yorks, HU13 0EG
1.7 ‘the Services’ means the services which the Seller is to supply in accordance with these Conditions of Sale
2 Terms of Sale
2.1 These conditions form the whole agreement between the Seller and the Buyer and shall not be removed or varied in any way. No other express terms, written or oral, shall be incorporated into the contract
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services pursuant to these conditions
2.3 The Buyer’s Receipt of a Completed Acceptance Form shall be deemed conclusive evidence of the Seller’s acceptance of any offer
2.4 These conditions override any other terms which the Buyer may subsequently seek to impose
3 The Price
3.1 The Price of the Goods and/or Services is the price stated in the Seller’s quotation or such other price as is expressly agreed by the Seller and the Buyer. Any quotation given by the Seller is valid for 28 days only
3.2 Where at any time before delivery of the Goods
3.2.1 there is an increase in the cost of raw materials, component parts or labour, or
3.2.2 there are any currency fluctuations increasing the cost of raw materials or component parts
- the Seller may adjust the Price accordingly
3.3 Where the Price of Services is estimated, and the time taken to provide the Services exceeds that in the Seller’s quotation, the Seller may adjust the Price accordingly. Any increase in the Price will be calculated using the hourly rate specified in the Seller’s quotation
4.1 Where the Goods are to be delivered by carrier, delivery of the Goods shall be made by the Seller delivering the Goods to an independent carrier chosen by the Seller for transportation to the Buyer in accordance with the Buyer’s delivery instructions. The Buyer will be liable for the cost of the carrier, unless there is written agreement to the contrary
4.2 Where the Goods are to be delivered by the Seller, delivery of the Goods shall be made at the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery
4.3 Where the Goods are to be installed by the Seller, delivery of the Goods shall be made at the Buyer’s address upon completion of tests by the Seller demonstrating that the Goods are fit for the purpose for which they are sold. The Buyer shall make all technical arrangements necessary (as advised by the Seller) to ensure that installation can commence on the Delivery Date
4.4 Where the Goods are to be collected by the Buyer, delivery of the Goods shall be made at the Seller’s address at the time of collection
4.5 If the Buyer fails to accept the Goods or fails to give the Seller adequate delivery instructions or fails to make adequate technical arrangements to allow installation under clause 4.3, then the Seller may:
4.5.1 store the Goods until actual delivery to the Buyer or until the Goods are disposed of under clause 4.5.2, and
4.5.2 sell the Goods at the best price readily obtainable
or 4.5.3 make any technical arrangements necessary
This does not affect any other right or remedy the Seller may have.
4.6 The Buyer is liable for any costs incurred under clauses 4.5.1,4.5.2 or 4.5.3, and if the Goods are sold under clause 4.5.2 for less than the price payable by the Buyer, the Buyer must pay the Seller the difference in price, or where the Buyer has paid for the Goods in advance of delivery, the Seller is entitled to retain the difference in price. If the Seller makes technical arrangements under 4.5.3 then the Buyer must pay the Seller at the Seller’s hourly rate then in force.
4.7 Any dates for delivery of Goods and the provision of Services are approximate only and the Seller is not liable for any delay however caused. Time of delivery of Goods and provision of Services is not of the essence of the contract
5.1 The Seller may invoice the Buyer for the price of the Goods and/or Services before, on or at anytime after the Seller
5.1.1 delivers the Goods in accordance with clause 4.1, 4.2, 4.3 or 4.4, and/or
5.1.2 provides the Service
5.2 The Buyer must pay the price of the Goods and/or Services by the date specified in the Seller’s invoice. Where no date is specified, the Buyer must pay the price of the Goods upon their delivery under clause 4.1,4.2,4.3 or 4.4., and must pay the price for Services upon completion of the Service. The time of payment of the price is of the essence of the contract.
5.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 8% above the Bank of Englands base rate from time to time in force and shall accrue at such rate after as well as before any judgement. We also reserve the right to charge a late payment fee of £40.00 on overdue payments
5.4 If paying by direct debit, please note that Broadcast Radio Ltd has appointed the BACS Approved Direct Debit Bureau, Eazy Collect Services Limited (www.eazycollect.co.uk), to collect your payments and Eazy Collect will be shown on your bank statement.
6 Property and Risk
6.1 Ownership of the Goods remains with the Seller and will not pass until the Seller is paid for all of the Goods and/or Services and no other amounts are owed by the Buyer to the Seller in respect of any other goods or services supplied by the Seller.
6.2 The Buyer must not remove any label or serial number which identifies the Goods as the Seller’s property until the Goods become the Buyer’s property
6.3 If the Buyer is overdue in paying for the Goods and/or Services or any other goods or services supplied by the Seller, the Seller may, if still the owner of the Goods, recover and resell them. The Seller may enter the Buyer’s premises for this purpose and may, if necessary, detach or remove the Goods from any other goods. This does not affect any other right of the Seller
6.4 Risk in the Goods passes to the Buyer when the Seller delivers the Goods in accordance with clause 4.1,4.2, 4.3 or 4.4
6.5 The Buyer must insure the Goods against all insurable risks for the price due to the Seller for the Goods
6.6 If the Goods are destroyed by an insured risk before the Buyer has paid for them, the Buyer shall hold the insurance proceeds as the Seller’s trustee
7 Guarantees (Standard and Millennium)
7.1 All Goods are guaranteed for 12 months from the date of delivery against faulty materials or workmanship. During this period the Seller will repair or replace parts free of charge provided that:
7.1.1 the Goods are returned to the Seller with evidence of the date of delivery, and
7.1.2 the Goods have been purchased by the Buyer and not used for hire purposes, and
7.1.3 the Goods have not been misused or handled carelessly or used on a voltage supply other than that stamped on the product, and
7.1.4 repairs have not been attempted other than by the Sellers
7.1.5 the Buyer is responsible for the cost of returning the equipment to Broadcast Radio Ltd for investigation / repair and
7.1.6 proper care should be taken to ensure equipment is packaged correctly so that further damage by transit cannot occur
7.2 The Seller will answer any technical enquiries from the Buyer concerning Goods still under guarantee, free of charge, between 0930hrs and 1730 hrs from Monday to Friday. All such enquiries must be made by phone.
7.3 The Seller guarantees that the fact of the current year being prefixed with the digits ‘20’ will not cause the Goods to cease functioning or function in a less effective way.
7.4 The Seller’s obligation and the Buyer’s exclusive remedy under the guarantee given in clause 7.3 is limited to the Seller at its own expense using all reasonable endeavours to rectify any non-conformance with the guarantee by repair (by way of patch, work around, correction or otherwise) within a reasonable period of time or, at the Seller’s option, replacement of the Goods in whole or in part.
7.5 The Seller will have no liability or obligation under the guarantee in clause 7.3 unless it has received written notice from the Buyer of any non-conformance with the guarantee by 28 February 2000.
7.6 The Seller will not be liable under clause 7.3 for any cessation of function or reduction of function of the Goods attributable to any modification (whether by alteration, deletion, addition or otherwise) to the Goods by persons other than the Seller or combination of the Goods with other software or equipment without the Seller’s express prior written consent.
7.7 If a problem is found upon investigation not to be the Seller’s responsibility under the provisions of clause 7.3 the Seller may charge the Buyer immediately for all reasonable costs and expenses incurred by the Seller in the course of or in consequence of such investigation.
7.8 All guarantees do not confer any rights other than those expressly set out above and do not cover any claims for consequential loss or damage. All Guarantees are offered as an extra benefit and do not affect your statutory rights
8.1 The Buyer must carefully examine and test the Goods immediately on receipt of them and must notify the Seller in writing of any short delivery or any defects reasonably discoverable by careful examination or testing
8.2 If the Buyer does not notify the Seller under clause 8.1, the Seller excludes all liability for any short delivery or any defect which should reasonably have been discovered on careful examination or testing.
8.3 Notification under clause 8.1 must be received by the Seller within 7 days beginning with the day of delivery to the Buyer
8.4 The Buyer is not entitled to reject the Goods under any circumstances. Any claim that the Buyer may have against the Seller is limited to damages only
8.5 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Seller’s negligence). Non-exhaustive illustration of indirect loss would be:
8.5.1 loss of profit
8.5.2 loss of contracts
8.5.3 damage to the Buyer’s property or property of any other person
8.5.4 personal injury to the Buyer or any other person, other than that caused by the Seller’s negligence
The Buyer accepts that it is the Buyer’s responsibility to insure against these risks.
8.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller’s total liability for any one claim or for the total of all claims arising from any one act or default of the Seller (whether arising from the Seller’s negligence or otherwise) shall not exceed the price of the goods as defined in clause 3.
8.7 The Seller is not liable for any failure to deliver the Goods or provide Services arising from circumstances outside the Seller’s control.
8.7.1 Non exhaustive illustrations of circumstances outside of the Seller’s control include act of God, war, riots, explosion, abnormal weather, conditions, fire, flood, Government action, strikes, lockouts, delay by suppliers, accidents and shortage of materials, labour and manufacturing facilities
8.7.2 If the Seller is prevented from delivering or providing in the above circumstances, it will notify the Buyer of the fact in writing within 10 days commencing with the contractual delivery or installation date
8.7.3 If the circumstances preventing delivery are still continuing 1 month from and including the date the Seller sends such notice, then either party may give written notice to the other cancelling the contract. Such written notice must be received whilst the circumstances are still continuing
8.7.4 If the contract is cancelled in this way, the Seller must refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount which the Seller is entitled to claim from the Buyer) but the Seller accepts no liability to compensate the Buyer for any further loss or damage caused by the failure to deliver
8.8 This clause does not affect the guarantee conferred by clause 7.
If the Buyer:
9.1 being a company
9.1.1 has a petition presented for its winding up, or
9.1.2 passes a resolution for voluntary winding-up (other than for the purposes of a bona fide amalgamation or reconstruction), or
9.1.3 enters into a voluntary arrangement with its creditors, or
9.1.4 becomes subject to an administration order, or
9.1.5 has a receiver appointed of all or any of its assets, or
9.2 being an individual or firm
9.2.1 becomes bankrupt or insolvent, or
9.2.2 enters into a voluntary arrangement with creditors,
-then the Seller shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the Goods and/or Services have been delivered and/or provided but not paid for, the price shall become due immediately regardless of any previous arrangement to the contrary
10 Proper law of contract
10.1 This contract is subject to the law of England and Wales.
10.2 All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.