Business Communicate Limited – Terms & Conditions of Trade

1. Definitions

1.1 “Consultant”

“Consultant” shall mean Business Communicate Limited its successors and assigns or any person acting on behalf of and with the authority of Business Communicate Limited.

1.2 “Client”

“Client” shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall include any person acting on behalf of and with the authority of such person or entity.

1.3 “Guarantor”

“Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.

1.4 “Goods”

“Goods” shall mean Goods supplied by the Consultant to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Consultant to the Client.

1.5 “Services”

“Services” shall mean all services supplied by the Consultant to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.6 “Price”

“Price” shall mean the cost of the Goods as agreed between the Consultant and the Client.

2. Acceptance

2.1

Any instructions received by the Consultant from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by the Consultant shall constitute acceptance of the terms and conditions contained herein.

2.2

Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

2.3

Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be amended with the written consent of the Consultant.

2.4

The Client undertakes to give the Consultant at least fourteen (14) days notice of any change in the Client’s name, address and/or any other change in the Client’s details.

3. Price And Payment

3.1

At the Consultant’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by the Consultant to the Client in respect of Goods supplied; or
(b) as indicated on the purchase order provided by the Client and agreed by the Consultant in respect of Goods supplied; or
(c) the Consultant’s quoted Price (subject to clause 3.2) which shall be binding upon the Consultant provided that the Client shall accept the Consultant’s quotation in writing within thirty (30) days.

3.2

The Consultant reserves the right to change the Price in the event of a variation to the Consultant’s quotation, or a variation to the Client’s purchase order.

3.3

At the Consultant’s sole discretion a deposit may be required.

3.4

Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.

3.5

At the Consultant’s sole discretion:
(a) payment shall be due on delivery of the Goods; or
(b) payment shall be due before delivery of the Goods; or
(c) payment for approved Clients shall be made by instalments in accordance with the Consultant’s payment schedule.

3.6

Payment will be made by cash, or by cheque, or by bank cheque, or by bank transfer, or by any other method as agreed to between the Client and the Consultant.

3.7

VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Third Party Services

4.1

A key part of the Consultant’s services to the Client is the identification and engagement of a third party service provider (“Third Party Supplier”) that will provide telephone services (“Third Party Services”) to the Client. The Client acknowledges that any such Third Party Services will be provided subject to the Third Party Supplier’s own terms and conditions and in order to receive the Third Party Services the Client will have to enter into an agreement with the Third Party Supplier and accept and abide by any such Third Party Supplier terms and conditions.

4.2

The Client acknowledges that the Consultant may receive a fee from the Third Party Supplier for the introduction of the Client (or any third party purchaser) to the Third Party Supplier.

5. Delivery Of Goods

5.1

At the Consultant’s sole discretion delivery of the Goods shall take place when:
(a) the Client takes possession of the Goods at the Client’s address or
(b) the Client’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Client’s agent.

5.2

The costs of delivery are included in the Price.

5.3

The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then the Consultant shall be entitled to charge a reasonable fee for redelivery.

5.4

Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.

5.5

The Consultant may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

5.6

The failure of the Consultant to deliver shall not entitle either party to treat this contract as repudiated.

5.7

The Consultant shall not be liable for any loss or damage whatever due to failure by the Consultant to deliver the Goods (or any of them) promptly or at all.

6. Risk

6.1

If the Consultant retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.

6.2

If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the Consultant is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Consultant is sufficient evidence of the Consultant’s rights to receive the insurance proceeds without the need for any person dealing with the Consultant to make further enquiries.

7. Title

7.1

It is the intention of the Consultant and agreed by the Client that ownership of the Goods shall not pass until:
(a) the Client has paid all amounts owing for the particular Goods; and
(b) the Client has met all other obligations due by the Client to the Consultant in respect of all contracts between the Consultant and the Client.

7.2

Receipt by the Consultant of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Consultant’s ownership or rights in respect of the Goods shall continue.

7.3

It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Consultant shall have received payment and all other obligations of the Client are met; and
(b) until such time as ownership of the Goods shall pass from the Consultant to the Client the Consultant may give notice in writing to the Client to return the Goods or any of them to the Consultant. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and
(c) the Consultant shall have the right of stopping the Goods in transit whether or not delivery has been made;

7.4

If the Client fails to return the Goods to the Consultant then the Consultant or the Consultant’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods.

7.5

The Client is only a bailee of the Goods and until such time as the Consultant has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for the Consultant;

7.6

The Client shall not deal with the money of the Consultant in any way which may be adverse to the Consultant;

7.7

The Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Consultant;

7.8

The Consultant can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client;

7.9

Until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that the Consultant will be the owner of the end products.

8. Defects

8.1

The Client shall inspect the Goods on delivery and shall within a reasonable time after delivery notify the Consultant of any defect in the Goods.

9. Default & Consequences of Default

9.1

Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.

9.2

The Consultant may charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

9.3

If the Client defaults in payment of any invoice when due, the Consultant may:
(a) suspend all services until payment is made;
(b) charge the Client for all costs incurred;
(c) terminate the agreement.

10. Returns

10.1

The Consultant will not accept the return of non-defective Goods for credit.

11. General Data Protection Regulation

11.1

The Client authorises the Consultant to:
(a) collect, retain and use any information about the Client, for the purpose of assessing the Client’s creditworthiness or marketing products and services to the Client; and
(b) to disclose information about the Client to any other credit provider or credit reporting agency for purposes of providing or obtaining a credit reference, debt collection or listing a default.

11.2

The Client has the right to request a copy of their information retained by the Consultant and to correct any incorrect information.

12. Limitation of Liability

12.1

In the event of any breach of this contract by the Consultant the remedies of the Client shall be limited to damages and the Consultant’s liability shall be limited to the amount of the Price.

13. Governing Law

13.1

These terms and conditions and any contract to which they apply shall be governed by the laws of England and Wales.