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1.1 DEFINITIONS. IN THESE CONDITIONS, THE FOLLOWING DEFINITIONS APPLY:
Backorder: means an Order where the Goods are not available at time of Order placement, and which are still to be acquired by the Supplier from its main supplier.
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 in accordance with clause 18.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods and / or Services in accordance with these Conditions. Customer: the person, company or firm who purchases the Goods and / or Services from the Supplier.
Force Majeure Event: has the meaning given in clause 17.
Goods: the goods (or any part of them) set out in the Order.
Insolvency Event: has the meaning given to it in clause 15.1.
Order: The Customer’s order for the Goods and / or Services made verbally or in writing as the case may be.
Services: any customisation, implementation, installation, or configuration services (or any part of them), relating to the Goods, provided by the Supplier to the Customer from time to time.
Supplier: Bluechipworld Sales and Marketing Limited, Orbital Way, Cannock, Staffordshire, WS11 8XW.
1.2 Construction. In these Conditions, the following rules apply:
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate (including under any purchase order, confirmation of Order, specification, or any other document), or which are implied by trade, custom, practice or course of dealing.
2.2 In preparing any quotation, the Supplier shall be entitled to ask the Customer for, and the Customer shall provide within 15 Business Days, such information as the Supplier may require in its absolute discretion. It shall be a condition of any quotation that the information provided by the Customer is correct, accurate, not misleading and a complete response to the Supplier’s request(s) when provided and remains so for at least until the later of the date when the quotation lapses or the relevant Goods and/or Services are delivered.
2.3 The Customer shall indemnify the Supplier in full against all losses, costs, damages, claims, charges and/or expenses (including without limiting effect any obligation to pay any sum(s) to the relevant manufacturer(s) of relevant Goods or the provider of relevant Services) incurred by the Supplier as a result (whether directly or indirectly) of information provided by the Customer in accordance with clause 2.2 being or subsequently becoming incorrect, inaccurate, misleading and/or incomplete or of the Customer acting other than in accordance with such information.
2.4 Save where indicated to the contrary on the Supplier’s quotation, the Supplier’s quotation shall automatically lapse after 30 days of the date of the quotation.
2.5 The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions. The Customer is solely responsible for ensuring that the terms of the Order are complete and accurate.
2.6 The Order shall only be deemed to be accepted when the Supplier confirms acceptance of the Order by formal acknowledgment or by processing the Order for delivery (whichever is earlier), at which point the Contract shall come into existence. The Supplier shall be entitled to either accept or to reject the Customer’s offer and shall for the avoidance of doubt be under no obligation to accept the Customer’s offer, particularly where its supplier is unable or unwilling to supply the Goods to the Supplier for onward supply to the Customer.
2.7 The Supplier’s acceptance of all Backorders shall be subject to the Supplier’s approval of the Customer’s credit status.
2.8 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. In entering into the Contract, the Customer acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or right to rescind the Contract for, any such representations which are not so confirmed (unless such representations were fraudulently made).
2.9 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and / or Services described in them. They shall not form part of the Contract or have any contractual force.
2.10 The Supplier reserves the right to vary any specification of the Goods and / or withdraw, modify, or amend any Goods without prior notice. Any such variation, withdrawal or modification shall not affect any Order that has already been accepted by the Supplier, save that the Supplier reserves the right to make any changes in any specification of the Goods which are required to conform with any applicable statutory requirements.
3.1 Where the Goods supplied by the Supplier are to be used in conjunction with British Telecom (“BT”) lines or apparatus then the following additional conditions shall apply:
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 The Supplier shall deliver the Goods to the location stipulated in the Order, or such other location as the parties may agree (Delivery Location), within a reasonable period following receipt of the Order or within such other period as shall be specifically agreed in writing by the Customer and the Supplier.
4.3 Delivery of the Goods shall be completed:
4.4 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 howsoever caused.
4.5 If following receipt of the Order, the Supplier is unable to deliver the Goods for reasons beyond its reasonable control (including without limitation any restriction or withholding of supply by any manufacturer), the Supplier shall be entitled to terminate the Contract and the Supplier shall have no liability for such termination.
4.6 If the Customer fails to take or (as appropriate) accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
4.7 If the Customer (including in the context of this clause any end user or consumer to whom the Supplier has delivered the Goods at the Customer’s request) fails to take delivery or (as appropriate) accept delivery of the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and issue a credit note to the Customer for the price of the Goods less any reasonable transport and re-stocking costs.
4.8 The Goods may be delivered in instalments. Each delivery shall constitute a separate Contract and failure by the Supplier to deliver any one or more of the instalments (or faulty Goods) in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
4.9 The Customer shall not resell outside the UK any of the Goods covered by the Export Control Act 2002 (or any re-enactment thereof) or the Export Administration Act 1979 (as amended) of the USA (or any re-enactment thereof) without obtaining all necessary licences thereunder and will not resell such Goods within the UK to a purchaser knowing (or being given reasonable grounds to suspect) that the purchaser intends to export such Goods without first obtaining either such licences or a copy of such licences obtained by the purchaser.
4.10 Where Goods are to be exported out of the United Kingdom by the Supplier to the Customer or by the Customer to the Customer’s order the provisions of this clause 4.10 shall (subject to any special terms agreed in writing between the Customer and the Supplier) apply notwithstanding any other provision of these
5.1 The Customer shall examine the Goods immediately upon delivery. The Supplier shall have no liability in respect of claims in respect of shortages or picking errors or damage in transit unless the Customer informs the Supplier’s customer services department of such shortages or picking errors or damage by e-mail to within 5 Business Days after delivery. The Customer shall have no liability in respect of claims for shortages or damages in transit if the Customer or its representative has signed for the Goods as being received in good condition.
5.2 Any liability of the Supplier for shortages or picking errors or damage in transit shall be limited to replacing the missing or wrongly picked or damaged Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. The Customer shall return to the Supplier, promptly upon request, and in accordance with the Supplier’s returns policy set out in clause 8, any Goods that have been incorrectly delivered.
6.1 The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Customer’s negligence) unless the Customer informs the Supplier’s customer service department of such non-delivery by e-mail to within 5 Business Days of the date when the Goods would in the ordinary course of events have been received.
6.2 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
7.1 Goods that fail on installation or initial use (D.O.As): The Supplier operates a returns procedure for Goods that fail on installation or initial use (D.O.As). The D.O.A returns procedure may vary depending on the manufacturer of the Goods and will be notified to the Customer upon the Customer notifying the Supplier that the Goods have apparently failed on installation or initial use.
7.2 Goods that fail after installation or initial use (Faulty Goods): In no circumstances may the Faulty Goods be returned to the Supplier by the Customer without the prior written consent of the Supplier. The Customer must notify the Supplier of the fault becoming apparent and follow the instructions notified to it by the Supplier in relation to the fault.
7.3 The Supplier’s liability (in contract, tort (including negligence), misrepresentation or otherwise) in respect of defects in the Goods shall be limited to the replacement or repair of faulty items or material, or issue a of credit note in respect thereof, or the granting of a refund or other such compensatory measures as the Supplier at its discretion considers appropriate in the circumstances, and shall be conditional upon the Customer complying with the conditions of the manufacturer’s warranty (where applicable). Such measures shall relate only to the actual items or their value.
7.4 General provisions relating to D.O.As and Faulty Goods:
7.5 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.
7.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8.1 A returns authorisation number (RMA) must first be obtained from the Supplier’s customer service department either by telephone, letter, or email.
8.2 The Supplier will not accept any returns unless they are notified to the Supplier within 14 days of the date of delivery and returned within 14 days of the date of issue of the returns authorisation number (RMA), at the Customer’s cost. The notification shall include the reason for the return, e.g. whether the Goods are defective or have been wrongly picked. The Customer has no right to return Goods which have been delivered in accordance with the Contract.
8.3 Goods returned must be in the original packaging and in a clean resalable condition (subject only to defects which have been notified to the Supplier in accordance with clause 8.2. The returns authorisation number must be written on a label attached to the packaging. Any Goods not meeting these criteria may, at the Supplier’s discretion, be refused and returned to the Customer and/or, a handling charge (equal to a minimum of 15% of the order value of the Goods involved) will be levied to the Customer’s account to cover the additional costs involved (such as, without limitation, repackaging costs and/or the carriage and associated costs of returning the Goods to the Customer). In addition, the Customer will be charged for any damage caused to the Goods whilst they were in the Customer’s custody or control.
8.4 If the Customer fails to make Goods ready for collection on the return date agreed with the Supplier, the Supplier reserves the right to charge the Customer a handling fee.
8.5 If, upon examination by the Supplier or the manufacturer, the retuned Goods are found not to be defective, the Supplier reserves the right to return the Goods to the Customer and to charge the Customer a handling fee equal to a minimum of 15% of the order value of the relevant Goods. In addition, the Customer shall be deemed to have purchased the replacement goods on these terms and conditions and the Supplier shall be entitled to invoice the Customer for the replacement goods.
8.6 The Supplier shall not be responsible for the loss in transit of any Goods where the Customer makes its own arrangements to return the Goods to the Supplier.
9.1 The risk in the Goods shall pass to the Customer on completion of delivery.
9.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
9.3 Until title to the Goods has passed to the Customer, the Customer shall:
9.4 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any Goods has not passed from the Supplier.
9.5 If, before title to the Goods passes to the Customer, the Customer becomes subject to an Insolvency Event, or the Supplier reasonably believes that any Insolvency Event is about to happen and notifies the Customer accordingly, or if the Customer’s right to possession of the Goods is terminated in accordance with clause 9.6, or if any sum due to the Supplier as referred to in clause 9.2 is not paid when due, then, provided that the Goods have not been resold or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9.6 The Customer’s right to possession of the Goods shall terminate immediately if the Customer becomes subject to an Insolvency Event; however, the Supplier, having been informed of the Customer becoming subject to an Insolvency Event, may consent in writing (subject to such terms as the Supplier may in its sole discretion impose in respect of such consent) to the Customer’s continued right of possession of the Goods.
10.1 The Customer’s property supplied to the Supplier by or on behalf of the Customer shall, while it is in possession of the Supplier or in transit to or from the Customer, be deemed to be at the Customer’s risk and the Customer shall insure accordingly.
10.2 The Supplier shall be entitled to make a reasonable charge for the storage of any of the Customer’s property left with the Supplier before receipt of the Order or after notification to the Customer of completion of the Services.
11.1 The Customer may raise an Order for Services that it wishes the Supplier to provide in connection with the Goods. The Supplier shall, as soon as reasonably possible following its acceptance of any such Order, notify the Customer of the date by which it plans to commence the Services under the Order. Unless otherwise agreed by the parties in writing, the Customer shall not delay the agreed delivery date for the Services.
11.2 In preparation for the Services to be performed, the Customer shall:
11.3 The Supplier shall provide the Services using reasonable care and skill.
11.4 The Supplier shall be entitled to charge the Customer for any costs incurred by the Supplier as a result of any failure by the Customer to satisfy any requirements of clause 11.2.
11.5 The Customer hereby permits the Supplier to have access to the Customer site for the purpose of carrying out the Services at such times as may be agreed between the Supplier and the Customer, such access not to be unreasonably withheld or delayed.
11.6 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
11.7 If the Services include configuration services the Customer shall be solely responsible for the accuracy of its Order which includes any such configuration services, the specification of the components and their configuration and for ensuring that the configured Goods specified are satisfactory for the purpose for which they are required, including that they have sufficient overall functionality and will support and be compatible and inter-operable with any hardware, software and middleware with which they are intended to operate.
12.1 The Customer may apply to open a credit account with the Supplier by obtaining a credit account application form from the Supplier.
12.2 Once the Customer has returned the credit account application form to the Supplier, the Supplier will review the credit account application and notify the Customer of its acceptance or rejection within 14 Business Days of receiving the credit account application (Application Period).
12.3 The Customer may request that the Application Period is expedited, and the Supplier may expedite the Application Period at its sole discretion.
12.4 Following the opening of a credit account, the Supplier will issue a credit statement to the Customer on a monthly basis.
12.5 Credit accounts with overdue balances will be placed on credit hold. This means that no further goods will be despatched, and all support and repair/warranty services withdrawn until the account is brought into order. Repeated failure to adhere to the Supplier’s credit terms will result in permanent loss of the credit account.
13.1 The price of the Goods and / or Services shall be the price at the date of dispatch or performance and the Supplier reserves the right to amend its quoted prices at any time prior to dispatch.
13.2 The Supplier may, by giving notice to the Customer at any time, increase the price of the Goods and / or Services to reflect any increase in the cost of the Goods and / or Services that is due to:
13.3 Unless otherwise expressly agreed in writing the price of the Goods is exclusive of the costs and charges of packaging, insurance, transport of the Goods and any services, all of which will be charged at an extra cost. Any work or services carried out additional to that specified in the relevant quotation or the Order, whether experimentally or otherwise, shall be charged to the Customer.
13.4 The price of the Goods and / or Services is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and / or Services.
13.5 The Supplier may invoice the Customer for the Goods and Services on the date of dispatch of the Goods for delivery.
13.6 Unless otherwise agreed between the parties in writing, and except in the case of a cash sale which shall be paid for in accordance with clause 13.7, the Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice.
13.7 Where the Customer does not have a credit account with the Supplier, the Supplier may require immediate payment in full upon placing the Order.
13.8 Payment may be made by credit card. There will be a surcharge of 1.5% for payment by this method. The Supplier accepts the following cards: Visa, Access, Delta, Solo and Maestro.
13.9 The time of payment shall be of the essence of the Contract.
13.10 The Customer shall make all payments in pounds sterling. Where payments in an alternative currency are authorised in writing by an authorised representative of the Supplier prior to the Contract being concluded, such payments shall be made by telegraphic transfer to the account to be designated by the Supplier’s authorised representative from time to time.
13.11 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount and an administration charge of 5% of the total amount due.
13.12 To the extent that the Customer has negotiated any rebate, discount or other concession directly with any manufacturer of the Goods, this shall be a matter between the Customer and such manufacturer and shall not bind or have any effect on the Supplier including without limitation the Customer’s obligation to pay to the Supplier all amounts due under this Contract in full.
13.13 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 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.
13.14 In no case shall any dispute concerning:
14.1 The Customer’s Order once accepted by the Supplier may only be cancelled or suspended with the Supplier’s written consent and the Customer acknowledges that the Supplier reserves the right to require the Customer to reimburse the Supplier in full for any loss suffered as a result of such cancellation or suspension (including, but not limited to, payment for Services already carried out, materials specifically ordered and other additional costs including storage, loss of profit, damages, charges and expenses). Without limiting its rights under the Contract in any way, the Supplier reserves the right to charge the Customer for lost profit should the Customer cancel the Order without prior written agreement of the Supplier.
14.2 Without limiting its other rights or remedies the Supplier may, without liability to the Customer, suspend, cancel or terminate the Contract (and/or all further deliveries and/or all support and repair/warranty services under the Contract or any other contract between the Customer and the Supplier) with immediate effect by giving written notice to the Customer, and may recover all losses resulting therefrom, if the Customer:
14.3 On termination or suspension of the Contract for any reason:
15.1 For the purpose of these Conditions, the following events shall be deemed to be Insolvency Events:
(being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
16.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
16.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
16.4 All reference to ‘the Supplier’ in this clause 16 shall, for the purposes of this clause only, be treated as including all employees, subcontractors, and suppliers of the Supplier, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
The Supplier shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Supplier’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
18.1 Assignment and subcontracting.
18.4 Waiver. A waiver by the Supplier of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by the Supplier 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy by the Supplier shall preclude or restrict the further exercise of that or any other right or remedy.
18.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
18.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
18.7 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.