Terms and Conditions
These terms ansd Conditions apply to all visitors and customers. In addition wholesale orders may be subject to further negotation. By purchasing proucts from our online store you automatically agree with the terms set out here. If your do not agree with these terms, you should not use this site.
Standard Terms and Conditions of BRT Industry Ltd
1. Definition and Interpretation
1.1. In these Terms and Conditions the following words shall have the following meanings:
"Agreement" means the agreement between BRT INDUSTRY LTD and the Customer including the Agreement for the Supply of Goods and/or Services, and these Terms and Conditions (including any relevant Purchase Order)
"Background IPR" means rights in any Intellectual Property, excluding Foreground IPR, owned or controlled by any party arising before commencement of the Services and/or provision of the Goods, or in parallel independently of the Services and/or Goods, which is necessary for carrying out the Services and/or provision of the Goods.
"Confidential Information" means any information given to or obtained by BRT INDUSTRY from the Customer, or by the Customer from BRT INDUSTRY, under the Agreement, the disclosure of which would constitute an actionable breach of confidence, which has either been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including commercially sensitive information, information which relates to the business, affairs, properties, assets, trading practices, goods/services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers of either Party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998.
"BRT INDUSTRY" shall mean BRT INDUSTRY LTD (Company No 07845609, Registered in England and Wales, with its office of 211 Hatton Rd, Feltham, Middlesex, TW14 9QY).
"Customer" means the person or persons or Company to whom the Agreement is issued. Where the Customer consists of more than one person, the obligations of those persons in respect of the Agreement shall be joint and several.
"Department" means the Department for Environment, Food & Rural Affairs.
"FOIA" means the Freedom of Information Act 2000.
"Foreground IPR" means rights in any Intellectual Property obtained, found, produced, devised, developed, or made during or generated in the course of the carrying out of the Services and/or providing the Goods.
"Goods" means the goods to be supplied to BRT INDUSTRY as detailed in the Purchase Order or to BRT INDUSTRY in any other form, including but not limited to email, telephone, letter and fax.
"Information" has the meaning given under section 84 of FOIA.
"Intellectual Property" means any copyright, design right, trademark, trade name, know-how, patentable invention for the purposes of the Patents Act 1977, database right for the purposes of the Copyright and Rights in Databases Regulations 1997, and all intellectual property, including Technical Information, the rights to which are protectable by law; and "Intellectual Property Rights" and "PR" shall mean any rights in Intellectual Property.
"Parties" means BRT INDUSTRY and the Customer.
“Business day” means Other than a Saturday or Sunday or any public holiday in England and Wales.
"Price" means the charges, taxes and disbursements specified by THE CUSTOMER in either the Agreement for the Sale of Goods and/or Services or the order acknowledgement form.
"Purchase Order" means the purchase order containing details relating to the supply of Goods and/or Services under the Agreement.
"Services" means the services to be supplied to BRT INDUSTRY by the Customer as specified in the Agreement.
"Technical Information" means and includes inventions, discoveries (and applications thereof), biological substances, organisms and materials (whether patentable or not), designs, drawings, techniques, processes, formulae, reports, specifications, practices, procedures, instructions, software and other technical information and data of any kind in whatever form.
“Terms and Conditions” or “Standard Terms and Conditions” means these Terms and Conditions of BRT INDUSTRY for the Sale or Supply of Goods and/or Services.
"VAT" means UK value added tax.
1.2. Clause headings shall not affect the interpretation of these Terms and Conditions.
1.3. Unless the context otherwise requires, references in these Terms and Conditions:
1.3.1. to "person" or "third party" include any individual, company, corporation, firm, partnership, joint venture, association, organisation, institution, trust or agency, whether or not having a separate legal personality;
1.3.2. to one gender include all genders, and reference to singular include the plural and vice versa;
1.3.3. to any statute, statutory provision or regulation, are references to that statute, statutory provision or regulation, as from time to time amended, extended or re-enacted.
2. The Goods and Services
2.1. The Customer agrees to provide the Goods and/or Services to BRT INDUSTRY in accordance with the Agreement and BRT INDUSTRY agrees to buy the Goods and/or Services in accordance with the Agreement.
2.2. In carrying out the Services the Customer undertakes to BRT INDUSTRY that it shall use its reasonable endeavours to undertake the Services in accordance with good scientific practice and within the time period agreed between the Parties and at all times exercising reasonable skill and care.
2.3. Nothing in the Agreement implies that BRT INDUSTRY will provide the Goods and/or Services or services of this type for the Customer exclusively, but the Customer will provide the Goods and/or Services or this type exclusively to BRT INDUSTRY for the whole geographical area of the UK.
2.4. All materials and items of equipment or packaging which are to be supplied by the Customer to BRT INDUSTRY for the purpose of the Services shall be delivered, assembled, maintained, dismantled and collected upon termination or expiry of the Agreement or at BRT INDUSTRY's request, at the Customer's cost and in accordance with the requirements of the BRT INDUSTRY staff responsible for the Services.
2.5. Risk in any materials or items of equipment or packaging supplied by the Customer to BRT INDUSTRY shall remain with the Customer at all times. All equipment and other accessories (except those owned and provided by the Customer) and all materials obtained by BRT INDUSTRY and/or used for the purposes of the Services shall remain the property of BRT INDUSTRY.
2.6. If the Services involve the Customer's employees attending BRT INDUSTRY's premises, the Customer shall remain responsible for their salaries and other associated costs. The Customer will ensure that such employees are informed of the provisions of the Official Secrets Act and agree to abide by its provisions. The Customer will procure that such employees comply with all security, health and safety, and other relevant procedures whilst on BRT INDUSTRY premises. BRT INDUSTRY may at any time at its absolute discretion refuse to accept or continue to accept any particular employee of the Customer on its premises. BRT INDUSTRY is under no obligation to allow the Customer's employees to witness the Services being carried out.
2.7 No order for the supply of Goods and/or Services is binding on BRT INDUSTRY unless and until it has been accepted by BRT INDUSTRY in writing.
2.8. Time shall be of the essence in relation to the provision of the Goods and/or Services to BRT INDUSTRY by the Customer.
Web Based Services
2.9. Any web based services offered by BRT INDUSTRY are provided (in addition to these terms) subject to BRT INDUSTRY's website terms and conditions of use at www.brtindustry.co.uk. In the event of any conflict between these terms and the website terms, these terms shall prevail.
2.10. A single user licence allows unlimited access in terms of time but the licence is personal to the user and multiple users require multiple licences. User IDs and passwords are to be considered Confidential Information and, for the avoidance of doubt, Clauses 12.2 and 12.3 apply in relation to the use and disclosure of any such passwords or IDs.
3. Delivery and Packaging
3.1. Delivery of the Goods shall be at the time and date and in the manner specified by BRT INDUSTRY or as otherwise agreed with the Customer.
3.2. Time of delivery shall be of the essence. Stated delivery times are an estimate only and, subject to the other provisions of the Agreement, BRT INDUSTRY will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods nor will any delay entitle the Customer to terminate or rescind the Agreement.
3.3. If the Customer refuses or fails to take delivery of the Goods within BRT INDUSTRY normal working hours on the date of delivery, or if BRT INDUSTRY is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, BRT INDUSTRY may store the Goods and the Customer shall pay all related costs and expenses (including without limitation, the costs for storage and insurance) and additional delivery costs incurred by BRT INDUSTRY and if the Customer fails to take delivery of or to collect the Goods (as appropriate) after twenty-four (24) hours for Goods in fresh condition and seventy-two (72) hours for Goods in preserved or frozen condition following the date of delivery, BRT INDUSTRY may rescind the Agreement and sell the Goods to third party if possible or recover damages.
3.4. BRT INDUSTRY shall use its reasonable endeavours to comply with the reasonable requests made by the Customer to postpone delivery of the Goods but shall be under no obligation to do so.
3.5. If Goods are delivered in instalments, each delivery shall constitute a separate Agreement. Any failure by the Customer to deliver or any claim by BRT INDUSTRY in respect of any one or more of the instalments in accordance with this Agreement shall not entitle the Customer to treat the Agreement as a whole as repudiated.
3.6 BRT INDUSTRY reserves the right, at its sole option, to cancel or withhold the delivery of any Goods and/or Services, (whether in whole or in part):
3.6.1. until receipt of satisfactory credit reference in respect of any Customer; and/or
3.6.2. where the supply of such Goods and/or Services would exceed any credit limit which BRT INDUSTRY may, in its absolute discretion, have granted to the Customer; or
3.6.3. the Customer is in breach of any of the terms of the Agreement.
3.7. Packaging supplied by the Customer, unless otherwise expressly agreed in writing, is intended to provide adequate protection in normal conditions of transit of expected duration or until goods expiry date.
3.8. Due to the nature of the Goods to be supplied, the Customer shall be responsible for ensuring the Goods are kept in adequate storage conditions whilst in transit and until delivered to BRT INDUSTRY in accordance with this clause, including but not limited to protecting the Goods against the effects of humidity and temperature.
4. Risk and Title
4.1. Unless stated otherwise, risk in the Goods shall pass to BRT INDUSTRY (BRT INDSUTRY is then responsible for all loss or deterioration of the Goods or for any damage occurring) upon delivery in accordance with clause 3.
5.1. The Customer shall indemnify and keep indemnified BRT INDUSTRY from and against any and all actions, claims, costs, liabilities and proceedings which arise due to the Supply or Delivery of the Goods to BRT INDUSTRY being in accordance with specifications provided to BRT INDUSTRY if such specifications are inaccurate or if they infringe or are alleged to infringe any law or third party rights.
5.2. All Goods must be stored or used strictly in accordance with the instructions, recommendations and specifications (if any) of the Customer.
5.3. Without prejudice to the generality of the foregoing, all recommendations and advice given by or on behalf of the Customer as to the methods of storage or use of the Goods and the suitability of using such Goods in manufacturing processes or in conjunction with any other materials are given without liability on the part of BRT INDUSTRY.
6. Warranties and Indemnities
6.1. The Customer shall provide BRT INDUSTRY, in a timely manner, with all such information and materials as are necessary for BRT INDUSTRY to carry out the Services and/or provide the Goods in accordance with this Agreement and the Customer warrants that all information provided by it or on its behalf to BRT INDUSTRY will be accurate. The Customer further warrants that it will give BRT INDUSTRY written notice of any hazards, known or suspected, by the Customer that might potentially arise in the use of such materials or information.
6.2. The Customer warrants that it has the necessary rights and is entitled to use or disclose for the purposes of the Services all Intellectual Property licensed by it to BRT INDUSTRY for the purposes of carrying out the Services.
6.3. The Customer warrants that they shall not, without BRT INDUSTRY's prior written consent, for five (5) years following the termination or expiry of this Agreement solicit or entice away from BRT INDUSTRY or employ or attempt to employ any third party or person who is, or has been, engaged as an employee, sub-contractor or supplier or client of BRT INDUSTRY in the provision or sale of the Services and/or Goods.
6.4. The Customer warrants that they have obtained all necessary licences, approvals, permits or authorities required in relation to the Goods and/or Services and the Customer accepts full responsibility and liability in respect of any failure to obtain such permissions.
7.1. The Customer shall indemnify and keep indemnified on a full and unqualified basis BRT INDUSTRY and against any and all actions, claims, demands, costs, charges and/or expenses arising out of any loss or damage incurred by the reason of any infringement or alleged infringement:
7.1.1. by the Customer of any Intellectual Property right in relation to the Goods and/or Services; and
7.1.2. by BRT INDUSTRY in relation to any Intellectual Property licensed by the Customer to BRT INDUSTRY in relation to the Goods and/or Services.
8. Liability and Insurance
8.1. Subject to clauses 7.1 and 9.3 and except in the case of personal injury (including death) caused by the negligent or wilful act or omission of either party, or of any servant or agent of either party, the aggregate liability of either party to the other arising out of any breach or breaches of the Agreement shall not exceed the sum of £100,000.
8.2. In the event of any breach or breaches of the Agreement by BRT INDUSTRY, BRT INDUSTRY shall not be liable to the Customer in respect of any resulting:
8.2.1. any loss of profit, business, revenue, goodwill or anticipated savings; or
8.2.2. any indirect or consequential loss or damage.
8.3. The Customer shall be liable to BRT INDUSTRY for any claim made against BRT INDUSTRY as a result of any tort committed by the Customer's employees or agents whilst on BRT INDUSTRY premises.
8.4. If BRT INDUSTRY's performance of its obligations under this Agreement is prevented or delayed by any act of omission of the Customer, its agents, sub-contractors or employees, BRT INDUSTRY shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
8.5. The Customer shall effect with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of the Customer's indemnities, compensation obligations or liabilities to third parties in respect of the Goods and/or Services under the Agreement and in any event to provide cover of a minimum of £1,000,000 per claim and shall at the request of BRT INDUSTRY produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium due the rounder.
9. Confidentiality, Freedom of Information and Data Protection
9.1. Subject to clauses 9.4 and 11, BRT INDUSTRY shall not without the Customer's written consent disclose to any person other than the Customer or use otherwise than for the purpose of carrying out the Services and/or providing the Goods:-
9.1.1. the nature of the Services and/or Goods or the results obtained; or
9.1.2. any secret or Confidential Information before or up to five years after the date of the Agreement concerning the Services and/or Goods or relating to any products or operations of the Customer providing that the information:
is acquired from the Customer or is specific to the Customer's business; and
has not been developed or generated independently by BRT INDUSTRY; or
has not been in BRT INDUSTRY's possession prior to acquisition from the Customer; or
is not in the public domain at the time of disclosure to BRT INDUSTRY, or at any time after its disclosure to BRT INDUSTRY, through no breach of the Agreement by BRT INDUSTRY; or
is not required to be disclosed pursuant to any court order or statutory or other legal requirement.
9.2. The Customer shall not without the BRT INDUSTRY's written consent disclose to any person other than BRT INDUSTRY any secret or Confidential Information before or after the date of the Agreement providing that the information:
9.2.1. has not been developed or generated independently by the Customer; or
9.2.2. has not been in the Customer's possession prior to acquisition; or
9.2.3. is not in the public domain at the time of disclosure through no breach of the Agreement by the Customer; or
9.2.4. is not required to be disclosed pursuant to any court order or statutory or other legal requirement.
9.3. The Customer shall indemnify and keep indemnified on a full and unqualified basis BRT INDUSTRY against any and all actions, claims, demands, costs, charges and/or expenses arising out of any loss or damage incurred by the reason of any infringement by the Customer of clause 9.2.
9.4. The Customer acknowledges that BRT INDUSTRY are subject to legal duties which may require the release of information under FOIA and/or EIR and that BRT INDUSTRY may be under an obligation to provide Information on request. Such Information may include matters relating to, arising out of or under this Agreement.
9.5. To the extent that BRT INDUSTRY get access to any personal data from the Customer or during the provision of the Services (where personal data is defined in the Data Protection Act 1998) the Customer agrees that BRT INDUSTRY act as a data processor (as defined in the Data Protection Act 1998) for such personal data. The Customer authorises BRT INDUSTRY to appoint sub-contractors as further data processors on their behalf provided that such further data processors are engaged on terms providing no less protection than those set out in this clause.
9.6. BRT INDUSTRY will process such personal data only in accordance with this Agreement and the Customer's reasonable instructions and will take steps to ensure the reliability of those of BRT INDUSTRY's employees who are used to process such personal data.
9.7. BRT INDUSTRY warrant that they have appropriate technical and organisational processes and procedures in place to safeguard against any unauthorised or unlawful processing and against accidental loss or destruction of or damage to such personal data.
10. Invoicing and Payment Terms
10.1. Order from BRT INDUSTRY is confirmed and due for execution from the Customer when the Customer is in receipt of a valid Purchase Order by BRT INDUSTRY. Payment shall be made in Euros and in full within 30 days from date of delivery of goods or as agreed.
10.2. All bank charges associated with payments made to the Customer for the Goods and/or Services (such as, by way of example only, charges levied on payments from overseas) shall be payable by BRT INDUSTRY.
11. National Audit Office Access
For a period of not less than 3 years after the completion of the Services and/or provision of the Goods or, where relevant, the termination of the Agreement, the Customer shall retain in its possession all records and documentation relating to the Goods and/or Services. BRT INDUSTRY may require the Customer to permit the Comptroller and Auditor General to examine such documents as he may reasonably require for the purposes of the National Audit Act 1983 which are in the possession, custody or control of the Customer, and to produce such oral and/or written explanations as BRT INDUSTRY or the Comptroller and Auditor General considers necessary. This clause does not constitute a requirement or agreement for the examination, certification or inspection of the accounts of the Customer under section 6(3)(d) and 6(5) of the National Audit Act 1983.
12. Corrupt gifts and payments
The Customer shall not offer or give, or agree to give, to any person or third party employed or representative of BRT INDUSTRY any gift or consideration of any kind as an inducement or reward for doing or refraining from doing or from having done or refrained from having done, any act in relation to the obtaining or execution of this or any other agreement with BRT INDUSTRY or for showing or refraining from showing favour or disfavour to any person in relation to this or any such agreement. The attention of the Customer is drawn to the criminal offences created by the Prevention of Corruption Acts 1889 to 1916.
The results of the Services may not be freely published by the Customer without obtaining prior approval in writing of BRT INDUSTRY in its individual capacities, which approval shall not be unreasonably withheld.
14. Intellectual Property Rights
14.1. The Customer grants to BRT INDUSTRY a royalty free, non-exclusive licence for the term of the Agreement to use any Intellectual Property supplied by them to BRT INDUSTRY for the purposes of carrying out the Services and/or supplying the Goods.
14.2. Ownership or title to any Background IPR shall not be affected by these Terms and Conditions or by the Agreement.
15. Force Majeure
BRT INDUSTRY shall be under no liability for any failure to perform any of its obligations under the Agreement if and to the extent that the failure is caused by act of God, war, riots, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, governmental action or restriction, shortages of labour or materials or breakdown of machinery, delay in delivery by BRT INDUSTRY's clients or any other cause whatsoever (whether or not similar to the foregoing) outside the control of BRT INDUTRY.
16. Effect of termination
16.1. Termination of the Agreement shall not affect any obligation or liability of any Party which has accrued at the date of termination.
16.2. Except for clauses 5, 6, 7, 8, 9, 10, 11, 13, 16, 20, 22, 23 24 and except in respect of any other accrued rights, neither party shall be under any further obligation to the other.
16.3. BRT INDUSTRY may, during the term of the Agreement and upon termination of the Agreement, set off against any debt owed by the Customer to BRT INDUSTRY, or the amount of loss and/or damage BRT INDUSTRY have reasonably assessed as resulting from the termination of the Agreement, any sums otherwise due to the Customer.
17. Assignment and sub-contracting
17.1. The Customer shall not assign or sub-contract the Agreement or any part of it without the prior consent of BRT INDUSTRY in writing, such consent not to be unreasonably withheld.
17.2. BRT INDUSTRY may at any time, on reasonable notice in writing to the Customer, transfer or assign all or any rights and/or obligations under the Agreement.
17.3. BRT INDUSTRY shall be free to subcontract or otherwise deal with the whole or any part of the Goods and/or Services.
18. Waiver, variation and representations
18.1. No delay by BRT INDUSTRY in enforcing or expressing any right, either arising out of the Agreement or any right in respect of any breach of the Agreement by the Customer, shall constitute a waiver of such right.
18.2. No waiver by BRT INDUSTRY of any breach of the Customer's obligations shall constitute a waiver of any other prior or subsequent breach.
18.3. Any variation of any provision of the Agreement must be effected in writing and issued by BRT INDUSTRY. No purported variation by any other means shall bind BRT INDUSTRY.
18.4. No statement in any publication issued by BRT INDUSTRY constitutes a term of neither the Agreement, nor a representation in reliance upon which the Agreement has been entered into.
19. Legal Relationship
19.1. Nothing in the Agreement shall be construed so as to create a partnership or joint venture between the parties or have the effect of making any employee of the Customer a servant of BRT INDUSTRY or of making any official of BRT INDUSTRY an employee or servant of the Customer.
19.2. Neither of the Parties shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other's behalf.
If any part of the Agreement is unenforceable, such unenforceability shall not affect the enforceability of the remainder of the Agreement.
Any notices to be given under the Agreement shall be in writing and sent to the relevant address or addresses set out in the Agreement by hand, electronic mail transmission, facsimile or prepaid post. Such notices shall be deemed to be received at once if sent by facsimile or electronic mail transmission and if sent by prepaid first class post within the United Kingdom shall be deemed to be served on the second business day after posting. If a notice is sent to or from abroad by prepaid mail it shall be deemed to be served on the fifth business day after posting.
22. Dispute resolution
22.1. BRT INDUSTRY and the Customer shall in good faith attempt to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement.
22.2. If any such dispute cannot be resolved in accordance with condition 22.1, the dispute may, by agreement between BRT INDUSTRY and the Customer, be referred to mediation in accordance with condition 22.3
22.3. The procedure for any such mediation shall be as follows:
22.3.1. A neutral person ("the Mediator") shall be chosen by agreement between BRT INDUSTRY and the Customer, alternatively, either party may within 14 days from the date of the proposal to appoint a mediator, or within 14 days of notice to either party that the chosen mediator is unable or unwilling to act, apply to the Centre for Dispute Resolution ("CEDR") to appoint a mediator.
22.3.2. BRT INDUSTRY and the Customer shall within 14 days of the appointment of the Mediator meet with him or her to agree a timetable for the exchange of all relevant and necessary information and the procedure to be adopted for the mediation. If appropriate, BRT INDUSTRY and the Customer may at any stage seek from CEDR guidance on a suitable procedure.
22.3.3. Unless otherwise agreed, all negotiations and proceedings in the mediation connected with the dispute shall be conducted in strict confidence and shall be without prejudice to the rights of the Parties in any future proceedings.
22.3.4. If BRT INDUSTRY and the Customer reach agreement on the resolution of the dispute, that agreement shall be set out in writing and shall be binding upon BRT INDUSTRY and the Customer.
22.3.5. Failing agreement, either BRT INDUSTRY or the Customer may invite the Mediator to provide a non-binding but informative opinion in writing. Such opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the dispute without the prior written consent of BRT INDUSTRY and the Customer.
22.4. For a period of sixty (60) days from the date of the appointment of the Mediator, or such other period as BRT INDUSTRY and the Customer may agree, neither of the Parties to the dispute may commence any proceedings in relation to the matters referred to the Mediator.
23. Third Party Rights
A person who is not a party to the Agreement (a "third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any of these conditions. Any right or remedy of a third party which exists or is available apart from the Act is not affected.
24. Jurisdiction and governing law
The Agreement is subject to English law and to the exclusive jurisdiction of the courts of England and Wales.