Terms & Conditions

BFM SPECIALISTS TERMS & CONDITIONS OF BUSINESS

1. INTERPRETATION

1.1 In these terms & conditions the following terms shall have the meanings set forth below::

“Seller” shall mean Gil Zinman trading as BFM Specialists (hereinafter referred to as “BFM Specialists”) of Mayford Centre, Unit A4X, Mayford Green,Woking, Surrey GU22 0PP or such other address as the firm may trade from time to time.

“Buyer” shall mean the name of the person, company or firm; who is the customer of BFM Specialists.

“Goods” shall means all goods and services forming the subject of this contract, including parts and components of or materials incorporated in them.

“Contract” means any contract for the sale of goods or the provision of the specified service by the Seller to the Buyer.

“Specified Service” means the service to be provided by the Seller to the Buyer.

1.2 Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments thereof or any rules or regulations made thereunder or any enactment repealing and replacing the act referred to.

1.3 Unless the context otherwise requires:-

1.3.1 words importing the singular shall include the plural and vice versa;

1.3.2 words importing the masculine gender shall include the feminine gender and vice versa;

1.3.3 references to persons shall include bodies of persons whether corporate or incorporate.

1.4 Unless the context otherwise requires references to clauses shall be construed as references to clauses of these Terms & Conditions.

1.5 Headings are inserted for convenience only and shall not affect the construction or interpretation of these Terms & Conditions.

2. APPLICATION OF TERMS AND CONDITIONS

2.1 These Terms and Conditions shall apply to all the contracts for the sale of goods and supply of services between the Seller and Buyer notwithstanding and to the exclusion of any terms or conditions which the Buyer may purport to incorporate under any purchase order, letter of order, confirmation of order or similar document.

2.2 Any and all future orders shall be deemed to be offers by the Buyer to purchase the goods or services pursuant to these Terms & Conditions unless the seller shall amend these Terms and Conditions or notify the Buyer to the contrary in writing.

2.3 Any variations to these Terms and Conditions must be made in writing by the Seller and unless so made shall have no effect.

2.4 A person who is not a party to the contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term or condition but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

3. DESCRIPTION

Any description given or applied to these goods has been given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that he/she/it did not in any way rely on any description when entering into the contract.

4. RELATIONSHIP OF PARTIES

Nothing in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties, and nothing in these Terms and Conditions shall be deemed to constitute either of the parties as the agents of the other or authorise either party:
i. to incur any expense on behalf of the other party;
ii. to enter into any engagement or make any representation or warranty on behalf or the other party;
iii. to pledge the credit of, or otherwise bind or oblige the other party;
iv. to commit to the other party in any way whatsoever, without in each case obtaining the other party’s prior written consent.

5. BASIS OF SALE

5.1 The Seller shall sell and the Buyer shall purchase the goods in accordance with:
i. the Seller’s written estimate (if accepted by the Buyer) and/or invoice; or
ii. the Buyer’s written order (if accepted by the Seller)
subject in each case to these Terms and Conditions, which shall govern the contract to the exclusion of any other Terms subject to which any such estimate is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.

5.2 Further and/or in the alternative the Seller shall provide the specified service to the Buyer subject to these Terms and Conditions.

5.3 The Buyer must when the information becomes available, state the date, reference and any address for delivery.

6. DELIVERY

6.1 The Seller will deliver the goods, carriage paid, within the United Kingdom by such method of carriage as the Seller may choose.

6.2 The Buyer shall make all necessary arrangements to take possession or receive installation of the goods on the delivery or installation date(s) and at the place of delivery or installation.

6.3 The Seller will endeavour to provide delivery or installation in accordance with the schedule agreed with the Buyer, but delivery time cannot be guaranteed and is not a condition of this contract.

6.4 The Buyer will be bound to take delivery or installation of the goods notwithstanding that the Seller delivers the goods after the delivery or installation date provided that the Seller gives the Buyer notice of such delay.

7. EXCLUSION AND LIMITATION

7.1 Unless the Buyer deals as a consumer within the meaning of section 12 of the Unfair Contract Terms Act 1977 then all warranties, terms or conditions which provide that the goods will match any particular description, fitness for purpose or quality, whether implied by common law or statute shall be excluded from this contract.

7.2 The Seller shall be under no liability to the Buyer for indirect or consequential loss (including loss of profits) sustained by the Buyer following breach of this contract by the Seller.

7.3 In any event, the Seller’s liability to the Buyer arising out of any breach by the Seller of this contract shall be limited to damages and such damages shall under no circumstances exceed the total price stated on the estimate and/ or invoice (hereinafter referred to as the “Price”).

8. PAYMENT

8.1 A non-refundable deposit whose amount is agreed in advance with the Buyer in writing must be paid on acceptance of the estimate and/or placement of the order.

8.2 The balance of payment for the goods supplied or specified service provided is due:
i. in accordance with the payment schedule agreed in advance with the Buyer in writing; or
ii. in any event in full on delivery of the goods or on completion of the installation.

8.3 Payment is to be made by either cash or bank transfer and must be made to the Seller prior to their departure from the Buyer’s site.

8.4 If the Buyer is an account customer then payment is due 30 days after delivery of the goods or on completion of the installation.

8.5 The time for payment of the goods and/or specific service shall be of the essence.

8.6 In the event that the Buyer fails to make payment in accordance with this clause the Buyer shall pay interest on any and all sums outstanding at the rate of 8% per annum above the Bank of England’s base rate, accruing daily.

8.7 Further if payment for the goods and/or specified service or any part thereof is not made by the due date then without prejudice to the foregoing, the Seller shall also be entitled to:
i. require payment in advance of delivery in relation to any goods not previously delivered;
ii. refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
iii. terminate the contract;
iv. retain any deposit paid by the Buyer.

8.8 The Buyer shall not be entitled to make any deduction or withhold payment for any reason at all.

8.9 Any delay or default by the Buyer in making payment in accordance with this clause shall render all sums owing to the Seller on any account whatsoever including the cost of recovery of such sums, due and payable forthwith without requirement for any notice to be given to the Buyer and interest will be charged in accordance with this clause with immediate effect until the date of actual payment.

9. CANCELLATION

If the Buyer wishes to cancel an appointment for a visit by the Seller, a minimum 1 working day’s notice must be given. If less than 1 working days’ notice of cancellation is given, then the Buyer will incur a cancellation fee of £50.

10. ACCEPTANCE OF GOODS

The Buyer shall be deemed to have accepted the goods and specified services as if he/she/it has expressly written to the Seller and stated as such if he/she/it fails to notify the Seller in writing that he/she/it does not accept the goods within two days of delivery of the goods or completion of the specified service.

11. RISK

11.1 The risk in the goods will pass to the Buyer at the moment the goods are dispatched from the Seller’s premises; or installation has taken place.

11.2 Where the Buyer chooses to collect the goods himself/herself/itself, the risk will pass when the goods are entrusted to him/her/it or set aside for his/her/its collection, whichever happens first.

12. PROPERTY

12.1 Title in the goods will not pass to the Buyer but shall be retained pending payment in full of the Price. Until such time as title passes to the Buyer, the Seller shall have an absolute authority to re-take, sell or otherwise deal with or dispose of all or any part of the goods in which title remains vested in it.

12.2 For the purposes specified above, the Seller or any or their agents or authorised representatives shall be entitled at any reasonable time during normal working hours to enter without notice onto any premises where the goods or any part of the goods are installed, stored or kept or are reasonably believed to be.

12.3 The Seller shall also be entitled to seek an injunction to prevent the Buyer from selling, transferring or otherwise disposing of the goods.

13. FORCE MAJEURE

13.1 If delivery of the goods or performance of the specified service is delayed by strikes, lockouts, fire, accidents, defective materials, delays, in receipt of raw materials or bought in goods or components or any other cause beyond the reasonable control of the Seller a reasonable extension of time shall be granted and the Buyer shall pay such reasonable extra charges as shall have been occasioned be the delay.

13.2 If the delay persists for such time as the Seller considers unreasonable it may, without liability on their part, terminate the contract.

14. ASSIGNMENT AND SUB-CONDITIONING

This contract shall not be assigned or transferred nor the performance of any obligation subcontracted, in either case by the Buyer, without the prior written consent of the Seller.

15. SEVERABILITY

If any terms or provisions in this contract shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form any part of these Terms and Conditions but the validity and enforceability of the remainder of these Terms and Conditions shall not be affected and such terms or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto to the fullest extent possible.

16. WAIVER

The waiver or forbearance or failure by or of a party in insisting in any one or more instances on the performance of any provisions of this contract shall not be construed in any circumstances as a waiver or abandonment of that party’s rights to the future performance of such provision and the other party’s obligations in respect of such future performance shall continue in full force and effect.

17. PROPER LAW

This contract shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the English courts as regards to any claim or matter arising under this contract.

18. ARBITRATION

18.1 Any disputes which arise out of or in connection with this contract of whatever nature shall, if practicable, be settled by negotiation between the parties.

18.2 If such disputes are not resolved within 21 days of such negotiations commencing, then the matter shall be referred to arbitration, the ruling in such arbitration being binding on the parties.

18.3 The parties shall agree on the identity of the arbitrator and, in the event of their failure to agree, the arbitrator shall be appointed by Chartered Institute of Arbitrators.

19. SET OFF

All amounts due under this contract shall be paid in full, without any deduction or withholding other than such as may be required by law, and the party owing such amounts shall not be entitled to assert any credit, set-off or counterclaims against the other party in order to justify the withholding of payment of any such amount in whole or part.

20. NOTICE

A notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

21. INSOLVENCY OF BUYER

21.1 This clause applies if:
i. the Buyer makes a voluntary arrangement with his/her/its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
ii. an encumbrancer takes possession or a Receiver is appointed, of any of the property or assets of the Buyer; or
iii. the Buyer ceases, or threatens to cease, to carry on business; or
iv. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

22.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the contract or suspend any further deliveries or suspend further performance under the contract without any liability to the Buyer and if the goods have been delivered but not paid for or the specified service provided not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

22. RECORDED CALLS

Calls may be recorded for training purposes.

23. DIAGNOSTICS

Diagnostic work will be charged for.