BCD-Atlantik Ltd Terms and Conditions of Sales
Preamble
These Terms and Conditions are applicable only to sales transactions made through this e-commerce website (web shop).
This website is operated by BCD-Atlantik Limited (hereby referred to as "BCD "). As user of this website (hereby referred to as "Customer") you acknowledge that any use of this website including any transactions you make are subject to our terms and conditions below.
BCD is a business to business supplier. The online web shop and other product brochures produced by BCD are intended for use by business customers and not consumers. By ordering, the Customer confirms that they wish to obtain the Supplies for the purposes of their business and not as a consumer.
These General Terms and Conditions (“Terms”) shall only apply in respect of individuals and legal entities acting for commercial purposes, legal entities formed under public law and special funds formed under public law.
The following Terms shall apply for all of our products and services sold through this website.
Deviations from these Terms, from BCD’s written offers and other agreements with the Customer shall only be valid following BCD’s confirmation. The same shall apply to any modifications or supplementary agreements.
BCD’s employees, to the exception of managing directors and holders of special statutory authorities, are not authorized to agree on any contractual provisions in deviation from these Terms or to issue binding oral or written statements or to grant guarantees regarding the quality of our products.
1. Conditions
All Orders are accepted by BCD subject to and in accordance with these Conditions. In addition, the Customer agrees to enter into and comply with the EULA which applies to any Software purchased from BCD. These Conditions and, in respect of any Software supplied, the terms and conditions of any applicable EULA, override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between BCD and the Customer or set out in these Conditions or any other document produced by the Customer.
If there is any conflict between the other provisions of this website and these Conditions; or the provisions of any Order and these Conditions, then these Conditions will prevail unless BCD agrees otherwise in writing.
Together with any terms accepted by BCD in connection with an Order these Conditions constitute the entire agreement between BCD and the Customer in relation to any of the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of BCD.
2. Prices
Prices for Supplies are in £ sterling and are exclusive of VAT. BCD has used all reasonable endeavours to ensure that prices for Supplies are accurately set out on the website but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an Order is accepted.
All sums payable by the Customer in accordance with these Conditions are exclusive of VAT. Where any Supplies are provided by BCD to the Customer that are subject to VAT, the Customer shall pay an amount equal to such VAT (in addition to any other consideration payable by the Customer) to BCD and BCD shall (where required by applicable laws) issue an appropriate VAT invoice to the Customer.
Orders for Goods are usually accepted by BCD by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its Order and the pricing error could have reasonably been recognised by the Customer as a mis spelling.
Website price errors. If an error in the price of goods ordered or reserved is discovered, BCD will inform the Customer as soon as possible. BCD will provide the Customer the option of reconfirming their order at the correct price or cancelling it. If BCD are unable to contact the Customer they will treat the order as cancelled.
3. Payments
Unless agreed otherwise, all payments shall be made in UK pound sterling.
BCD will take payment from the Customer’s payment card or PayPal account at the time they receive the Customer’s order, once they have checked their payment card or PayPal details and stock availability.
Goods are subject to availability. In the event that BCD are unable to supply the goods, where they have made a mistake, or have processed the Customer’s order in breach of these terms and conditions, they will inform the Customer of this as soon as possible. A full refund will be given where the Customer has already paid for the goods. Additional Terms and Conditions for payments made by Paypal can be found at www.paypal.com. (BCD is not responsible for the content of external websites.)
If, in BCD’s opinion, any person or persons, whether acting on behalf of themselves or a business, engages in practices that call into question the fair or legal use of the online ordering system, they reserve the right to cancel reservations or orders and / or to restrict / block access to future use of the website.
4. Delivery
Delivery of Tangible Goods
The Company will use all reasonable endeavours to despatch Tangible Goods in a timely manner.
Any lead-time information or delivery dates shown or issued from the website are an estimation and are not guaranteed. All delivery dates provided to the Customer by BCD are approximate and represent their best estimate. Failure to meet these dates shall not constitute default by BCD.
BCD will use reasonable endeavours to meet delivery and/or performance estimates but, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance.
Delivery will be made to the address specified by the Customer. BCD reserves the right to arrange delivery of any Tangible Goods directly from the manufacturer or supplier of those Tangible Goods to the Customer.
BY PLACING AN ORDER FOR ANY SOFTWARE PROVIDED ELECTRONICALLY FOR DOWNLOAD BY THE COMPANY THE CUSTOMER IS AGREEING TO USE SUCH SOFTWARE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE APPLICABLE EULA FOR THAT SOFTWARE.
Delivery of All Goods
BCD may use any method of delivery available to it.
Time for delivery and/or performance will not be of the essence and BCD reserves the right to delay despatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment in full has been received in cleared funds. Where despatch is delayed for such reasons, BCD will use reasonable endeavours to inform the Customer.
5. Passing of risk
The risk of accidental loss, destruction or deterioration passes to the Customer once the products have been handed over to the carrier. This shall also apply in the event of partial delivery and in cases where BCD have agreed to render additional services, e.g. shipment of the products.
In deviation from this, the risk shall pass to the Customer at the moment he does not accept the ordered and specified products even though BCD are able and willing to perform, or if the delivery date is delayed upon request of the Customer.
BCD shall be entitled in either case to invoice to the Customer lump-sum damages amounting to 0.5 % of the invoice amount per month for our storage costs. Further damage claims shall remain unaffected. The Customer is entitled to prove that BCD have incurred less or no damages.
6. Retention of Title
Delivered products shall remain in BCD’s property until fulfilment of all current and future claims resulting from business dealings with the Customer.
Notwithstanding any further rights, BCD shall be entitled to request the return of any Product in the event of delay of payment or breaches of contract by the Customer in respect of the retention of title. The same shall apply if insolvency or composition proceedings are opened in respect of the assets of the Customer, or if the opening of such procedures is declined due to lack of assets, or if the financial situation of the Customer otherwise materially deteriorates.
If BCD request the return of the Products in accordance with the above provisions, the Customer shall return them to the place of fulfilment at their own risk. The Customer shall carry all costs, e.g. freight and custom duties, arising in connection therewith.
7. Inspection, defects and non delivery
The Customer must inspect any Goods as soon as is reasonably practical after delivery or, in the case of Services BCD shall not be liable for any defect in any of the Supplies unless written notice is given to the Company within 10 calendar days of the date of inspection.
BCD does not write the Software or any software comprised in the Goods and it is the Customer’s responsibility to check for the correct software has been provided or installed.
The quantity of any:
- consignment of Tangible Goods, as recorded by BCD upon despatch from BCD’s place of business; or
- Software provided by BCD electronically for download by the Customer, as recorded by BCD upon despatch, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide evidence to the contrary that is reasonably satisfactory to BCD.
BCD will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to BCD within 10 calendar days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. The liability of BCD for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with Term (Inspection, defects and non delivery) will be limited to replacing the defective Goods or re-performing the defective Services within a reasonable time or to refunding the price paid in respect of such defective Goods and/or defective Services.
8. Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of BCD in writing, BCD accepts no liability for any failure of any of the Supplies to comply with such criteria, whether attributable to BCD’s negligence or otherwise.
The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a director of BCD. Any advice or recommendation given by an employee of BCD which is not confirmed in writing by a director of BCD is acted on entirely at the Customer’s risk and BCD shall not be liable for any such advice or recommendation which is not so confirmed.
9. Warranty
BCD will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods. In addition BCD will, free of charge, repair or, at BCD’s option, replace the Products or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of BCD to be damaged or defective due to faulty materials, workmanship or design. However, this obligation will not apply:
- if the defect arises because the Customer has altered or repaired such Goods without the written consent of BCD;
- because the Customer did not follow the manufacturer’s instructions for storage, usage, installation or maintenance of the Products;
- if the Customer has failed to notify BCD of any defect in accordance with the Inspection, defects and non delivery terms of this agreement where the defect should have been reasonably apparent on reasonable inspection; or
- Software programs are supplied on the strict understanding that BCD does not warrant their function to be free from defects or error and any claim made by the Customer in relation to any alleged defects or error in any Software provided by the Company to the Customer will be under the applicable EULA and must be made against the licensor under the EULA.
Any replacement Products provided or Products repaired will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Products. Any Products which have been replaced will belong to BCD.
10. Exclusion of Liability
The Company does not exclude its liability to the Customer:
For breach of the Company’s obligations under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
- for personal injury or death arising as a result of the Company’s negligence;
- under section 2(3) of the Consumer Protection Act 1987;
- for any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or
- for fraud or fraudulent misrepresentation.
Except as provided in these Terms (Inspection, defects and non delivery), (Performance and fitness for purpose), (Warranty) and (Exclusion of Liability), BCD will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss or for any loss or damage which is not a reasonably foreseeable result of any breach of these Conditions howsoever caused or arising out of or in connection with:
- any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on the part of BCD’s employees, agents or sub-contractors;
- any breach by BCD of any of the express or implied terms of the Contract;
- any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
- any statement made or not made or advice given or not given by or on behalf of BCD, including as to compliance with legislation or regulation; or
- otherwise under the Contract.
BCD hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Terms (Performance and fitness for purpose) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.
- Save as set out in Terms (Exclusion of Liability) BCD’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies.
11. Rights of use
Unless agreed otherwise hereinafter, all copyrights and other industrial and intellectual proprietary rights in our products and services (e.g. software, plans, drawings, etc.) shall, in relation to the Customer, remain with BCD.
The Customer shall refrain from removing or making invisible any company logos, trade marks, copyright notices, production dates or other notices attached to the products by BCD or their suppliers.
12. Deterioration of the Customer's Financial Circumstances
In the event BCD find out about a deterioration of the Customers financial circumstances that has occurred after conclusion of the agreement, or in the event such deterioration which has occurred prior to conclusion of the agreement becomes known to us after conclusion of the agreement even though BCD have reasonably tried to discover the financial circumstances of the Customer, BCD shall be entitled to withhold our performance until the Customer has fully performed his obligations. If the Customer fails to perform within a reasonable period, BCD shall be entitled to withdraw from the agreement.
13. Final Provisions
Our place of business Hazelhurst, 13 Chequers Road, Basingstoke, RG21 7PU UK, shall be the place of fulfilment. Venue for all claims arising out of or in connection with this agreement shall be at our place of business. BCD shall also be entitled to assert claims against the Customer at any court competent for his place of business or any of his branches.
This agreement and any obligations and rights arising thereof shall be subject to UK law, to the exclusion of the United Nations Convention on the International Sale of Goods (UN CISG).
Version: 02/2023
BCD-Atlantik Ltd
Hazelhurst, 13 Chequers Road
Basingstoke, RG21 7PU
Phone: +44 (0)1256 818111
Company Registration Number: 2598219
VAT no: GB 538479989
