Terms and Conditions of BlueSky Wireless Limited hereinafter referred to as BlueSky
- These terms and conditions of the sale and supply shall be incorporated into all contracts for sale and supply made by BlueSky for the sale and supply of equivalent or materials from BlueSky or the provision of services by BlueSky. BlueSky contracts upon the terms of its quotation or other offer documents if any and upon the terms of these conditions alone. Any printed or other terms and conditions emanating from a purchaser (“the Customer”) are excluded.
- The contract price shall be that amount chargeable by BlueSky for its services. If an estimate is given by BlueSky then it is agreed that whilst BlueSky shall endeavour to adhere to any estimates provided pre-contract, it reserves the right to increase prices to compensate for any rise in costs incurred to BlueSky of manufacturing, acquiring, delivering or providing the goods or services which may have come into force between the date of the estimate and the delivery date.
- Unless otherwise agreed in writing by BlueSky, payment for the goods shall be made by the 30th day following the date of invoice. Time of payment shall be of the essence of all contracts. In default of payment on the due date, BlueSky without prejudice to its rights here under shall have the right to charge the Purchaser interest on the overdue payment at the rate of 2% per month or pro rata per diem from the date payment was due until the date payment is made to BlueSky. All payments shall be made to BlueSky at its registered office.
- If any cheque (intended to partly or wholly settle an account, or pay an invoice from BlueSky or its agents) is received by BlueSky from any source, and when presented through BlueSky’s bankers, fails to be met by the drawer, then BlueSky reserves the right to make a handling charge of £5.00 for every such cheque, for each by the and every presentation, and if the cheque is subsequently returned to BlueSky by its bankers, then a further charge of £27.00 will be made to the client.
- The time for BlueSky to perform any obligation under the contract shall not be the essence of the contract.
- If the client suffers an act of bankruptcy or has a receiver appointed or resolution for winding up, BlueSky may terminate this contract without prejudice to any rights which may have accrued to it, and shall require lodgement with it of the full contract price immediately prior to any such event.
- Property in the goods shall remain with BlueSky until such time as payment in full has been received by BlueSky for:-i) the goods, and ii) all other services owed by the Consumer to BlueSky under the contract; and iii) all other sums owed by the Consumer to BlueSky in respect of any other goods rendered.
- Until such time as all payments due to BlueSky have been received and the goods shall remain the sole and absolute property of BlueSky as legal and equitable owner and the Customer shall hold the goods as bailee for BlueSky.
- Without prejudice to BlueSky’s continued fiduciary obligations to BlueSky as bailee of the goods the Customer shall be entitled to sell the goods and to pass the property and the same to third parties in the normal course of its business subject to the proceeds of the sale being held on trust for BlueSky until such time as any outstanding sums due to BlueSky from this contract or others have been settled.
- As bailee of the goods BlueSky by its employees or agents shall (without prejudice to the Customer’s continued fiduciary obligations) they are entitled to enter upon or enter into any land, buildings or vehicles where the goods and/or a part of them and/or any other goods in which the title is retained by BlueSky are situated or are reasonably thought to be situated to retake possession of the same and the Customer shall for such purposes notify BlueSky of the whereabouts of all such goods,i) If the customer shall be in breach of any terms of the contract orii) If BlueSky shall reasonably consider for any reason that the goods or any part of them are in jeopardy; or
iii) On the happening of any events set out in sub paragraph 7.6 below.
- Upon the happening of any of the events set out in sub paragraph 7.6 below the Customer’s authority to sell the goods and all other goods in which BlueSky retains title shall end and all the goods shall be delivered to BlueSky and all the proceeds of all such goods received by the Customer prior to the withdrawal of the authority shall be paid to BlueSky.
- The events referred to in sub paragraphs 7.4 and 7.5 above arei) the Customer is unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986 or any Statutory Modification thereof or if at any time there occurs a material adverse change in the financial condition of the Customer such that in the reasonable opinion of BlueSky it appears that the Customer will be unable to meet its obligations to BlueSky;ii) any notice to the Customer that the receiver or manager will be or has been appointed over all or any part of its assets;
iii) any notice to the Customer that a petition to wind up the Customer will be or has been presented or the issue of any notice convening a meeting of the Customer at which a Resolution is to be proposed to wind up the Customer;
iv) a decision by the Customer that the Customer intends to make an arrangement with its creditors;
v) the Customer being an individual is unable to pay its debts within the meaning of s268 of the Insolvency Act 1986 or any statutory modification thereof;
vi) any event or default which would cause BlueSky reasonably to consider that its title to the goods and/or all of the goods or services in which it retains title or the proceeds of the sale thereof may be adversely affected.
- The Customer or any Director thereof shall notify BlueSky forthwith of the happening of any events referred to in sub-paragraph 7.6 above and shall give BlueSky fourteen days notice of any intention to appoint an administrator or give fourteen days notice to BlueSky as soon as it is apparent to any officer of the Consumer that a petition for an Administrative Order is to be presented to the Court.
- The Customer shall not pledge the goods or allow any lien to arise thereon or process or deal with the goods other than in the ordinary course of the Customer’s business and shall not hold itself out at BlueSky’s Agent in respect of them.
- The Customer shall store the goods in such manner that they are clearly identifiable at all times as the property of BlueSky.
- Warranties and Liability
- Subject to the conditions set out below BlueSky warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from the date of their initial use or twelve months from delivery, whichever is the first to expire.
- The above warranty is given by BlueSky subject to the following conditions:
- BlueSky shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the customer;
- BlueSky shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow BlueSky’s instructions (whether oral or in writing), misuse or alteration or repair of goods without BlueSky’s approval;
- BlueSky shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment;
- The above warranty does not extend to parts, materials or equipment not manufactured by BlueSky, in respect of which the customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to BlueSky.
- BlueSky shall not be liable for any loss, damage, compensation costs, expenses or any other liability howsoever caused, whether direct or indirect, consequential or otherwise, and whether suffered by the customer or by a third party and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by rule of law. Subject as expressly provided in these conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Where the goods are sold under a consumer transaction as defined by the Consumer Transaction (Restriction on Statements) Order 1996 the statutory rights of the customer are not affected by these conditions.
- Any claim by the Customer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the company in writing within 7 days from the date of delivery or where the defect or failure was not apparent on reasonable inspection within 7 days after discovery of the defect or failure. In the event that the customer fails to notify BlueSky within the time limits stated above the customer will be deemed to have waived the right to reject the goods and shall be bound to pay the contract price in full.
- In the event of the conditions of the goods being such as might or would (subject to these conditions) entitle the customer to claim damages or to repudiate the Contract to the Customer shall not then do so but shall first ask BlueSky to repair or supply satisfactory substitute goods and BlueSky shall thereupon be entitled at its option to repair or take back the defective goods and to supply satisfactory substitute goods free of cost and within a reasonable time. If BlueSky does so repair the goods or supply satisfactory substitute goods the customer shall be bound to accept such repaired or substitute goods and BlueSky shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective goods or from the delay before the defective goods are repaired or the substitute goods are delivered.
- Except in respect of death or personal injury caused by BlueSky’s negligence, BlueSky shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other terms, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), the costs, expenses or other claims for consequential compensation whatsoever (and otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Customer, except as expressly provided in these conditions.
- BlueSky shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of BlueSky’s obligations in relation to the goods, if any delay or failure was due to any cause beyond BlueSky’s reasonable control;
- Act of God, explosion, flood, tempest, fire or accident;
- War or threat of war, sabotage, insurrection, civil disturbance or requisition;
- Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- Import or export regulations or embargoes;
- Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the company or a third party);
- Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- Power failure or breakdown in machinery.
- No cancellation or variation of an order by the Purchaser shall be effective unless made in writing and until accepted in writing by an authorised representative of BlueSky at its registered office. BlueSky reserves the right to refuse to accept such cancellation or variation or to accept cancellation or variation only subject to such conditions as are warranted according to the circumstances. Acceptance by BlueSky shall be subject to payment by the Purchaser of such cancellation or variation charges as BlueSky shall deem reasonable. Such charges shall take into account expenses incurred and commitments made by BlueSky and all other losses due to such cancellation or variation.
- BlueSky reserves the right to sub-contract its services to third parties at its absolute discretion.
- Any computer program, IT system or telephone system or sub system used by BlueSky in the supply of goods and or believes shall remain the absolute property of BlueSky unless assigned in writing to the customer.
- English law shall apply to the conditions of this contract.
- In the event of any dispute arising between the client and BlueSky concerning these terms and conditions or their interpretation then that dispute shall be referred to arbitration in accordance with the Arbitration Act 1979.