1.1 General
“The Company” or we/us means BA Components Limited (CN 03644487). Unless otherwise expressly agreed in writing by a Director of the Company, the Goods are contracted for upon these conditions. Only a Director of the Company has authority to vary or omit any of these conditions. Any conditions printed on the Purchaser’s forms are binding only insofar as they are not at variance with these terms and conditions and they have been specifically agreed to in writing by a Director of the Company. If there is any conflict between these standard conditions and the Special Conditions overleaf, the Special Conditions shall prevail. Failure by us to enforce at any time any term or condition of this Contract shall not be a waiver of our rights.

2.Acceptance and Cancellation
Any order from the Purchaser requires our acceptance in writing in order to create a contract. We reserve the right to cancel any uncompleted order, or to suspend delivery if the Purchaser fails to observe or perform any of these conditions.

3.Prices

3.1
Written or verbal quotations do not constitute offers and are subject to our written acceptance of the Purchaser’s order, on these conditions. All prices quoted or listed by us are based on current prices and are subject to adjustment prior to despatch to cover any increase in costs or materials, or in taxation or duty, which takes place prior to delivery. Goods are delivered ‘Ex Works’ as defined by Incoterms (2010). VAT is extra and will be added to the invoice where applicable. If the quotation says “delivery to be advised” or uses another expression indicating that carriage is extra, then the cost of carriage will be added to the invoice. Otherwise, we will treat carriage of the Goods as included in the contract price, to the Purchaser’s requested destination in the UK. The Purchaser will insure the Goods during transit as the risk in them will have already passed to the Purchaser.

This Contract is subject to a margin of 10% in quantity being allowed for overs or shortages, the same to be charged for or deducted.

3.2
If the Purchaser decides to return the Goods to us, the returned Goods will only be accepted by us after its prior agreement and subject to a minimum handling charge of 25% of the sale price on standard re-saleable items. If such agreement is reached, we will accept the returned Goods if they are clean and in a re-saleable condition subject to the Goods first being returned to us at the Purchaser’s expense. The returned Goods will be inspected upon receipt and a credit note will be issued depending upon the condition as received, such credit being entirely at our discretion.

Goods which are not standard re-saleable items, as defined by us, will not be accepted for credit.

4.Delivery

4.1.1
We will use all reasonable endeavours to deliver Ex Works at the time stated, but delivery dates given are estimates only, unless we have has agreed to a firm delivery date with the date expressed in writing to be ‘of the essence.’ We shall not be liable for any delay occasioned by any cause whatsoever beyond our reasonable control (“force majeure”). In the case of delivery of Goods by instalments, the Purchaser will not be entitled to treat the delivery of defective Goods in any one instalment, or the late delivery or non-delivery of any one instalment, as a repudiation of the whole contract.

4.1.2
If force majeure occurs, we are entitled at our option, either to cancel this contract with immediate effect by notice in writing, or to make delivery at another place to be agreed with the Purchaser, or to suspend the performance of this contract until such time as the force majeure shall have come to an end.

5.Payment

5.1.1
The price of the Goods shall be paid in sterling in the UK. Failure to make prompt payment in respect of deliveries or instalments under this contract entitles us to delay, suspend or cancel deliveries in whole or in part at its option without penalty.

5.1.2
Invoices are due and payable by the last day of the month following the month in which the Goods are delivered. We reserve the right to charge interest to the Purchaser at 12% per annum on the unpaid balance, such interest to accrue on a day to day basis from the due date, both before and after judgment.

5.1.3
Payment shall be due whether or not ownership in the Goods has passed to a third party, we shall (without prejudice to any other right or remedy) be entitled to sue for the price after it is due, even if ownership in the Goods has not passed.

5.1.4
A maximum amount of credit allowance may be set upon each account and we reserve the right to withdraw credit facilities upon any amount exceeding our limit. We reserve the right to withdraw credit facilities on all overdue accounts.

5.1.5
An administration charge of £35 will be levied on dishonoured cheques. The credit facility will be immediately withdrawn.

6. Ownership and Risk in the Goods

6.1.1
Ownership in the Goods shall pass from us to the Purchaser only after full payment has been made for the Goods to us. The Risk in the Goods passes to the Purchaser upon delivery Ex Works.

6.1.2
Until we are paid in full for the Goods, we may at any time repossess them and enter upon the Purchaser’s premises and remove the Goods and dispose of them in any way it may decide. Prior to such payment the Purchaser shall care for the Goods just as if they were its own, and separately identifiable

7. Exclusion of liability

7.1
Except for breach of our undertaking as to title, all express or implied conditions representations or warranties as to description, quality or fitness for purpose of the Goods or otherwise are expressly excluded. We shall not be liable at all, for any consequential or indirect loss of profits, whether arising by the Company’s negligence or otherwise.

8.Complaints

8.1.1
We must be informed in writing within 5 days of delivery of the Goods of any shortage in delivery, and any shortage or any visible damage must be marked on the delivery note. we must be informed in writing within 7 days of receipt of invoice, if no Goods have been delivered. Otherwise the Goods shall be deemed to have been accepted by the Purchaser as of the correct quantity.

8.1.2
The Purchaser shall examine the Goods upon delivery. We will make good at our option, by replacement, any defects in the Goods due solely to defective workmanship or materials (or to give a credit note for the value) which are notified to us within the relevant time limits below,. If required by us, and at the Purchaser’s cost, the Goods must be returned to us within 14 days of notification of any claim, properly packed. Regarding any defect discoverable upon reasonable examination, such notification must be made in writing within 30 working days from delivery ex-works. Regarding any defect not discoverable upon reasonable examination, such notification must be made in writing within 14 working days of the date the defect is actually discovered (and at latest within 12 months after delivery ex-works).

9.Warranty

9.1
We warrant that our products, where manufactured by us, are free from defects as to workmanship and materials, and ‘defective’ means not in accordance with contractual specifications. Our obligation under this warranty shall be limited to replacing, at our premises any Goods which shall, within 12 months after delivery ex-works, be demonstrated to be defective or at our discretion issuing a credit note. In order to demonstrate defectiveness, the parts claimed to be defective must be sent by the Purchaser to us. We shall not be liable under any terms of this warranty if the defective part is not submitted to us for inspection. This warranty is expressly in lieu of all other warranties, expressed or implied, including the warranties of merchantability and fitness. No person, firm or corporation is authorised to assume for us any other liability in connection with the sale of our products.

9.2 Clause 9.1 shall only apply if:-

9.2.1
The Purchaser has notified us in writing of the defect within the time limit in clause 8.1.2 occurrence of the defect being discovered,

9.2.2
The Purchaser makes no further use of the Goods after giving such notice,

9.2.3
The defect does not arise because our instructions as to installation, or use of the Goods have not been followed,

9.2.4
The Purchaser does not alter or repair such Goods without our written consent,

9.2.5
No attempt shall have been made by the Purchaser or by any third party to remedy any defect before, if so required by us, the Goods in question shall have been returned to us for inspection, and

9.3
We shall be under no liability under the warranty at condition 9.1 above in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Goods (without our prior written approval) of or by the Purchaser or any other party; or until the total price for the Goods has been paid; or where the defect arises as a result of us following any drawing, design or specification by the Purchaser; or in respect of any type of defect, damage or wear specifically excluded by us by notice in writing,

9.4
Our liability arising from all and any claims relating to any single contract shall be limited to a maximum amount payable for the defective good or goods in question per event or series of connected events. We shall not be liable for any claim or claims relating to any breach of warranty, express or implied, brought after twelve months after delivery ex-works. Our liability is also subject to compliance by the Purchaser with all the terms contained in clauses 8 and 9.

9.5
Test certificates for Goods can be provided upon request against specific orders and will be charged for.

9.6
Health and Safety at Work Act 1994. The Purchaser must inform us of any special requirements with which it considers necessary that the Goods should comply, otherwise we will assume that the Goods are suitable for the Purchaser’s purpose.

10. Purchaser’s Property

Any property to be supplied by the Purchaser will be supplied in accordance with our instructions and will be held by us at the Purchaser’s risk. Responsibility will not be accepted for imperfect work caused by defects in (or unsuitability) of the property so supplied. Where the Purchaser supplies materials, adequate quantities shall be supplied to cover spoilage.

11. Indemnity

11.1
The Purchaser shall forthwith compensate us on a full indemnity basis against all claims by any person, firm or company against all proceedings, charges and expenses for which we may become liable in respect of the Goods, except to the extent expressly admitted in these conditions.

11.2
The Purchaser shall forthwith compensate us on a full indemnity basis against all or any liability, costs or expense of whatsoever nature incurred by us due to an alleged or actual infringement of any intellectual property right arising out of the Goods in accordance with any samples, designs, specifications, and/or instructions given by the Purchaser to us.

12. Termination

12.1
If the Purchaser fails to carry out its obligations under this contract, or ceases or threatens to cease to carry on its business or any substantial part thereof, or if distress, execution, judgement, or a Court order is levied, enforced or executed upon the undertaking or assets of the Purchaser, or if a Resolution is passed (or proceedings are commenced) for the winding up of the Purchaser, or if the Purchaser enters into any agreement or composition with its creditors, the Purchaser will be deemed to be in default. We shall have in any of these cases the right without notice to suspend or cancel our performance of the Contract, without compensation to the Purchaser.

12.2
If the Purchaser is a consumer, it has the unreserved right to cancel this agreement within seven working days, beginning with the day after the day on which we accept the order or the date that confirmation that the Purchaser receives written confirmation from us that its order is accepted, whichever is the later (‘the Cancellation Period’).

12.3
But even if the Purchaser is a consumer, it has no right to cancel a contract with us after we have begun to manufacture the Goods, with the Purchaser’s agreement. The Purchaser shall be taken to have given such agreement by making an order on these Terms and Conditions. No order, which has been accepted by us, may be cancelled by the Purchaser after the Cancellation Period except with our prior written agreement and on terms that we will be compensated us on an indemnity basis in full against all loss and all expenditure (including a reasonable contribution to overheads) incurred. No full refunds or pro rata refunds will be made after the expiry of the Cancellation Period.

13. Notices
Any notice to be given under this Agreement shall be in writing and shall either be delivered personally or sent by first class post to an address in the UK given for this purpose. The address for service of each party shall (in the case of a company) be its Registered Office for the time being and in the case of an individual or partnership the principal place of business or any other address for service previously notified in writing to the other party or (in the absence of such notification) his last known place of residence in the UK. A notice shall be deemed to have been served as follows: -

13.1
If personally delivered, at the time of delivery,

13.2
If posted, at the expiration of 48 hours after the envelope containing the same was posted, and

13.3
In providing such service it shall be sufficient to prove that personal delivery was made, or that the envelope containing such notice was properly addressed and posted as a prepaid first class letter. Service of notice by E-mail, fax or text messaging is not valid.

14. Interpretation and Law
The law and jurisdiction applicable to this contract is that of England and Wales.