Terms & Conditions of Trade

1. DEFINITIONS

In these conditions, unless the context requires otherwise:-
1.1 “Customer” means the person who buys or agrees to buy the goods from Box Technologies ;
1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Box Technologies ;
1.3 “Delivery Date” means the date specified by Box Technologies when the goods are to be delivered;
1.4 “Goods” means the articles which the Customer agrees to buy from Box Technologies
1.5 “Price” means the price for the Goods excluding delivery charges, packing, insurance and VAT; and
1.6 “Box Technologies” means Box Technologies Limited of Unit 19/20 Thame Park Business Centre, Wenman Road, Thame, OX9 3XA, whose registered office is situated at 11 Friday Court, North Street Thame, Oxon, OX9 3GA.

2. CONDITIONS APPLICABLE

2.1 These Conditions shall apply to all contracts for the sale of Goods by Box Technologies to the Customer to the exclusions of all the terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document;
2.2 All Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions;
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions;
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Box Technologies.

3. PRICE AND PAYMENT

3.1 The Price of Goods shall be Box Technologies ’s quoted Price (either written or verbal) which shall be binding upon Box Technologies provided the Customer shall accept Box Technologies ’s quotation within thirty days;
3.2 Payment of the Price and VAT and delivery charges shall be made by the Customer on or before the date fixed in accordance with the terms agreed between the Customer and Box Technologies or within thirty days of the date of the invoice (whichever shall be the sooner);
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until date of payment at a rate of 2% above National Westminster Bank Plc’s basic rate from time to time enforced and shall accrue at such a rate after as well as before any judgement.

4. THE GOODS

4.1 The quantity and description of the Goods shall be set out in Box Technologies ’s quotation.

5. DELIVERY OF THE GOODS

5.1 Delivery of the Goods shall be made to the Customer’s address or as specified by the Customer;
5.2 Box Technologies shall not be liable for any loss or damage whatever due to failure by Box Technologies to deliver the Goods (or any of them promptly or at all);
5.3 Notwithstanding that Box Technologies may have delayed or failed to deliver the Goods (or any of them) promptly, the Customer shall be bound to accept delivery and to pay for the Goods in full provided the Delivery shall be tendered at any time within three months of the date of the invoice;
5.4 The Customer must notify Box Technologies immediately if the Goods are not received within forty two days from the date of the invoice;
5.5 Goods returned without the prior written approval of Box Technologies may have Box Technologies ’s absolute discretion be returned to the Customer or stored at the Customer’s cost without prejudice to any rights or remedies Box Technologies may have.

6. ACCEPTANCE OF THE GOODS

6.1 The Customer shall be deemed to have accepted the Goods forty eight hours after delivery to the Customer;
6.2 After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the contract;
6.3 In the event that the Customer declines to accept the Goods in breach of these conditions, the Customer shall pay Box Technologies as and by way of agreed liquidated damages an amount equal to the Price of the Goods less the net proceeds received by Box Technologies (which the said proceeds may be less than the sum agreed to be paid for the goods by the customer) on re-selling the Goods after deducting the costs and expenses of re-sale;
6.4 Any Goods which are returned by the Customer in accordance with these conditions shall be returned in their original packaging and in a clean re-saleable condition. A restocking charge will be levied by Box Technologies to the Customer.

7. WARRANTIES AND LIABILITY

7.1 Box Technologies warrants that the Goods supplied will, at the time of delivery, correspondence to the description given by Box Technologies . Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

8. THIRD PARTY RIGHTS

8.1 The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to this contract and a person who is not a party to this Contract shall have no right under that Act to enforce any term of the Contract.

9. MANUFACTURER’S GUARANTEES

9.1 The Customer may take the benefit of any Manufacturer’s guarantees in relation to the Goods. The Customer shall take all steps promptly to register the Goods with the Manufacturer and comply with any conditions set by the Manufacturer to ensure the continued validity of any such guarantee;
9.2 Box Technologies gives no indemnity to the Customer in respect of any failure or un-enforceability of the Manufacturer’s guarantee.

10. LIMITATION OF BOX TECHNOLOGIES’S LIABILITY

10.1 Box Technologies ’s liability to the Customer, whether for any breach of contract or otherwise, shall not, in any event, exceed the Price and Box Technologies shall be under no liability for any direct loss and/or expense or indirect loss and/or expenses suffered by the Customer or liability to third parties incurred by the Customer.

11. RETENTION OF PROPERTY

11.1 The Goods shall be at the Customer’s risk as from delivery;
11.2 In spite of delivery having been made title to the Goods shall not pass from Box Technologies until:-
11.2.1 The Customer shall have paid the Price plus VAT plus delivery charges in full; and
11.2.2 No other sums, whatever, shall be due from the Customer to Box Technologies;
11.3 Until title to the Goods passes the to Customer, the Customer shall hold the Goods and each of them on a fiduciary basis as they leave Box Technologies. The Customer shall store the Goods (at no cost to Box Technologies) separately from all other Goods in its possession and marked in such a way that they are clearly identified as Box Technologies ’s property;
11.4 Notwithstanding that the Goods (or any of them) remain the property of Box Technologies, the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value for the account of Box Technologies . Until title to the Goods passes from Box Technologies, the entire proceeds of sale or otherwise of the Goods shall be held in trust of Box Technologies and shall not be mixed with other money or paid into any overdrawn bank account and shall be, at all material times, identified as Box Technologies’s money;
11.5 Until such time as title to the Goods passes from Box Technologies, the Customer shall, upon request, deliver up such Goods that have not ceased to be in existence or re-sold to Box Technologies. If the Customer fails to do so, Box Technologies may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods;
11.6 The Customer shall ensure to keep insured the Goods to the full company price against all risks until the date of the property in the Goods passes from Box Technologies. The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of Box Technologies.

12. PROPER LAW OF CONTRACT

12.1 This contract is subject to the laws of England and Wales