Terms and Conditions
Balco Global LTD Terms and Conditions
Terms and Conditions of Trading (“Conditions”) of Balco-Global Ltd (“Balco”) company registration number 12189047 registered office Beaufort Building, Bristol Road, Allington Bar, Chippenham, SN4 6NA, VAT registration number 331244442
These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from us. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from us. Any terms and conditions that you purport to apply under any purchase order, confirmation order or any other document will not apply to the Contract.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language. If a different language other than English is required, please get in touch with our customer service team.
1.1 These Conditions apply to all contracts with Customers of Balco-Global LTD (“Customer” “you”) for the supply of goods (“Goods“) and the provision of services by Balco-Global LTD (“Services“). “Supplier” means Balco-Global LTD (company registration number 12189047)
- In these Conditions the definitions detailed in clause 13 shall apply and
1.2.1 “Person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- Basis of Contract
2.1 Orders for Goods and/or Services placed with Balco-Global LTD may be placed in writing, by telephone or by email, but in all cases will be subject to Balco-Global LTD written acceptance. The contract between you and Balco-Global LTD will become legally binding only when Balco-Global LTD has notified you in writing of its acceptance of your order. Accepted orders will be deemed to incorporate these Conditions and thereby form the “Contract”
- The Contract overrides any other previous statements, promises, representations and undertakings given or made by Balco-Global LTD in relation to the subject matter of the Contract which are not set out in the Contract including brochures, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and you acknowledge, in respect of each of the foregoing, that you have not relied on the same).
- Quotations provided by Balco-Global LTD (whether written or oral) do not constitute offers and are subject to withdrawal without notice and shall automatically lapse 30 days after the date of the quotation unless otherwise agreed by in writing.
- Balco-Global LTD reserves the right to make changes to the Goods and/or Services necessary to comply with applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.
- In the event of any conflict or inconsistency between the terms of an order which is accepted by Balco-Global LTD including any terms marked by Balco-Global LTD as “Special Conditions” and these Conditions, the order which is accepted by Balco-Global LTD including any Special Conditions shall prevail, to the extent of the conflict or inconsistency only.
3. Price/Payments and Credit Terms
- The price for the goods and/or services will be as specified on the written quotation given to you by Balco-Global LTD. Unless otherwise itemised on the order acceptance (in which case delivery shall be payable as itemised), the price quoted includes delivery. VAT will be charged in addition at the rate applying at the time of delivery of the Goods and/or performance of the Services.
- The price excludes all other taxes which may be applicable, and you shall pay any such tax in addition to the price.
- Balco-Global LTD may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods and/or services to reflect any increase in the cost of the Goods and/or services that is due to:
3.3.1 any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
3.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods and/or services ordered, or the Specification; or
3.3.3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions
3.4 Balco-Global LTD may invoice the Customer for the Goods and/or Services on or at any time after the completion of order.
3.5 The Customer shall pay the invoice in full and in cleared funds by the date stated on the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
3.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
- Subject to clause 3.9, you shall pay to Balco-Global LTD the price quoted for the Goods and/or Services (as applicable) in accordance with the relevant invoice issued by Balco-Global LTD, in cleared funds in GBP Sterling by the method agreed by the parties, on or before delivery of the Goods and/or performance of the Services (as applicable). If you fail to do so, Balco-Global LTD may decline to deliver the Goods and/or perform the Services.
- Balco-Global LTD shall be permitted to request that a deposit be paid in advance of the supply of any Goods and/or provision of Services and may at any time during the performance of the contract request that payment be made by instalments. In some cases, a Proforma for new customers may be required. This decision will be made on a case-by-case basis.
- If you have an approved Balco-Global LTD credit account, you shall pay to Balco-Global LTD the price quoted in GBP Sterling by the method agreed by the parties no later than 30 days from date of invoice following delivery of Goods/performance of Services (as applicable) unless otherwise agreed in writing by Balco-Global LTD.
- Balco-Global LTD may, in its absolute discretion, decline any application for a credit account and is not obliged to give any reason for such decision.
- In the event that Balco-Global LTD agrees credit terms with you, Balco-Global LTD may, in its absolute discretion, and without liability to you, at any time and without notice:
3.11.1 withdraw your credit account;
3.11.2 reduce your credit limit or
3.11.3 bring forward your due date for payment, and in doing so Balco-Global LTD may withdraw from a contract (even after acceptance by Balco-Global LTD), or delay delivery under it, consistent with any change in your credit position.
- By placing an order with Balco-Global LTD or applying for a Balco-Global LTD credit account, you:
3.12.1 consent to Balco-Global LTD carrying out such credit referencing and other due diligence as it considers appropriate on an ongoing basis; and
3.12.2 agree that you shall, on request, provide Balco-Global LTD with any and all information reasonably requested by Balco-Global LTD in relation to your business operations and/or finances in order to ascertain your creditworthiness.
- If you fail to pay Balco-Global LTD in full in accordance with clause 3.7,3.8 or 3.9 (as applicable):
3.13.1 Balco-Global LTD may suspend or cancel future deliveries of Goods and/or provision of Services under any contract;
3.13.2 Balco-Global LTD may cancel any discount offered to you; and
- you shall pay Balco-Global LTD interest and compensation calculated in accordance with the Late Payment of Commercial Debts You do not have the right to set off any money you may claim from Balco-Global LTD against anything you may owe Balco-Global LTD. While you owe money to Balco-Global LTD, Balco-Global LTD shall have a lien on your property in its possession.
- Where Balco-Global LTD supplies Goods or Services in accordance with your specifications, drawings, instructions or design outputs (“Specification”), you shall ensure that the Specification is in writing, is accurate and is provided in good time in order for Balco-Global LTD to fulfil your order.
- Without prejudice to your obligations and liability under clause 4.1, where Balco-Global LTD provides any design services or conducts any site survey at your premises prior to providing a quotation (“Site survey”) in relation to the Goods or Services you must check and confirm that your instructions have been interpreted correctly and, in such instances, Balco-Global LTD may request that you sign and return a copy of the Specification or Site Survey to confirm that you have ensured that the agreed design meets your Specification or requirements. You acknowledge and agree that no further Services will be provided, and no Goods delivered in accordance with your order until Balco-Global LTD has received the returned signed copy of the Specification or Site Survey. Balco-Global LTD shall have no liability for errors in any Specification or details supplied and/ or approved by you.
- Unless the Contract specifies otherwise Balco-Global LTD shall be entitled to select the basis on which it charges you for Goods.
5. Intellectual Property Rights
- The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party
- The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Balco- Global LTD in pursuance of a Contract shall remain vested in Balco-Global LTD unless specifically agreed otherwise in writing at the time of entering into the Contract.
- The Customer acknowledges that all intellectual property rights in any design specifications, data sheets, test results or any other documentation supplied by the Supplier relating the Goods shall remain with the Supplier and the Customer shall indemnify the Supplier against all damages, penalties, costs and expenses in relation to any unauthorised use by the Customer of such rights.
6.1 Balco-Global LTD may suspend or cancel the Contractor any part of it, by written notice if:
6.1.1 you fail to pay Balco-Global LTD any money when due (under the Contract or otherwise);
6.1.2 you suffer an Insolvency Event.
6.2 Subject to clause 6.2, you may only cancel the Contract or any part of it if Balco-Global LTD agrees in writing and, in such circumstances, you shall pay to Balco-Global LTD the sums due for costs incurred up to cancellation, including:
6.2.1 any material, processing and manufacturing costs;
6.2.2 the price of specialist/customer specific goods and/or Services;
6.2.3 costs of failed delivery attempts; and
6.2.4 any other costs related to the Contract which Balco-Global LTD has incurred which are notified by Balco-Global LTD to you.
- Balco-Global LTD shall use its reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services.
- If Balco-Global LTD fails to deliver the Goods and/or Services within a reasonable time, you may (by giving Balco-Global LTD written notice in accordance with clause 12.9) cancel the Contract, however:
7.2.1 you may not cancel the Contract if Balco-Global LTD receives your notice after the Goods have been dispatched or the Services scheduled for performance; and
7.2.2 if you do cancel the Contract, your exclusive remedy shall be to claim back any sums already paid to Balco-Global LTD for the Goods and/or Services.
7.3 If you accept delivery of the Goods or performance of the Services after any estimated delivery or performance time given by Balco-Global LTD, delivery or performance will be deemed to have been in accordance with the Contract.
- Balco-Global LTD may, with your prior agreement, deliver the Goods in instalments. Each instalment is treated as a separate contract.
- If delivery does not take place because you are at fault or for reasons beyond Balco-Global LTD control, Balco-Global LTD may charge you in respect of any wasted time and costs incurred by Balco-Global LTD in respect of the failed delivery and may store and insure the Goods at your expense. In such circumstances, Balco-Global LTD shall use reasonable endeavours to attempt to deliver the Goods, but Balco-Global LTD has the right to sell them after a period of 14 days has passed since the original delivery attempt. Balco-Global LTD may recover from the proceeds of such sale, such costs of storage and insurance together with Balco-Global LTD costs of attempting to deliver the Goods together with the unpaid balance of the sale price of those Goods as at the day of failed delivery. In the event that such sale proceeds are insufficient to cover such costs and sale price, Balco-Global LTD may invoice you for the shortfall, and you shall pay to Balco-Global LTD such sums in accordance with clause 3.
- If you order Goods or Services with a single delivery date that has been agreed in writing by Balco-Global LTD then you may not change that date (whether by way of delay in the delivery date or a change to instalments or other staggered delivery process) without the prior written agreement of Balco-Global LTD to the change including adjustment to the price to reflect the change in delivery.
7.7 Neither Balco-Global LTD nor its carrier shall be responsible for unloading the Goods at your premises. You are responsible for providing, cost, sufficient labour and materials for unloading the Goods at your premises.
- Balco-Global LTD may decline to deliver the Goods if:
7.8.1 Balco-Global LTD believes, or its carrier believes, that it would be unsafe, unlawful or unreasonably difficult to do so; or
7.8.2 the premises, or the access to them, are unsuitable for Balco-Global LTD or the carrier’s delivery vehicle.
Any unforeseen additional costs resulting from any requirement of Balco-Global LTD to make repeat or abortive delivery attempts as a result of such delivery issues may be invoiced separately and must be paid for by you in accordance with clause 3.
- Delivery will be deemed to have taken place:
7.9.1 at Balco-Global LTD premises when you collect the Goods; or
7.9.2 at the agreed delivery address, when you have unloaded the Goods (where Balco-Global LTD has agreed to arrange carriage).
7.10 Balco-Global LTD will give you notice of the planned delivery date of the Goods and Services. If you cancel the delivery or request an alternative delivery date less than 24 hours in advance, Balco-Global LTD shall be entitled to charge you for any cost incurred in rearranging the delivery.
7.11 Balco-Global LTD shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods
7.12 The Customer shall have 45 days from the date on which the Goods are dispatched to return the Goods to the Supplier. The Supplier shall be under no obligation to offer any refund for returns (i) received out with the 45 day period; (ii) which are components which were sold as part of a kit (“Components”) or (iii) which form part of an order which is made specifically/bespoke to customer order.
8. Title and risk
- Where Balco-Global LTD provides Goods under a Contract, title to the Goods shall pass to you when Balco-Global LTD has received all amounts due to Balco-Global LTD under the Contract in respect of the Goods and Services; and all other sums due to Balco-Global LTD from you which are outstanding.
- The Goods are at your risk from the time of delivery in accordance with clause 7.
- Until the date on which title to the Goods passes to you in accordance with clause 8.1, all Goods shall remain the property of Balco-Global LTD and:
8.3.1 you shall store them at your own cost separately from all other goods so that they are clearly identifiable as Balco-Global LTD property
8.3.2 you shall insure them and keep them insured for the full amount due to Balco-Global LTD (against the risks for which a prudent owner would insure them) with a reputable insurance company and ensure Balco-Global LTD interest is noted on the policy,
- if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Balco-Global LTD;
- hold the Goods on a fiduciary basis as Balco-Global LTd’s bailee;
- save as permitted by clause 8 not incorporate the Goods into any other items;
- not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
- ensure that the Goods remain in satisfactory condition;
- save as permitted by clause 8.3.13, not sell or purport to sell to Goods to a third party;
- not create or purport to create any lien, charge or other encumbrance over or otherwise affecting the Goods;
- notify Balco-Global LTD immediately if you become subject to an Insolvency Event;
- immediately provide Balco-Global LTD with such information relating to the Goods as Balco-Global LTD may require from time to time;
- notwithstanding clauses 8.3.5 and 8.3.8 hold on trust for Balco-Global LTD any proceeds of sale of the Goods on trust in a trust account separate from other monies; and
- you may use the Goods and sell them in the ordinary course of your business, but you may not use or sell the Goods if:
(i) Balco-Global LTD revokes that right (by informing you in writing); or
(ii) you become subject to an Insolvency Event.
8.4 Balco-Global LTD may, where title to the Goods remains with Balco-Global LTD, recover and resell the Goods and you now grant to Balco-Global LTD an irrevocable licence to enter any premises owned and/or controlled by you in order for Balco-Global LTD to:
8.4.1 at any time, inspect the Goods; and/or
8.4.2 after your right to use and sell the Goods has ended in accordance with clause 8.3.13, remove them.
8.5 If you fail to pay any sums owed to Balco-Global LTD for Goods or Services provided by the due date for payment in accordance with a relevant invoice, notwithstanding Balco-Global LTD retention of title to the Goods pursuant to this clause 8, Balco-Global LTD has the right to take legal proceedings to recover the price of Goods/Services supplied together with interest.
9. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
10. Product warranty
10.1 We provide a warranty on our products for a period of 24 months from delivery, the products shall be free from material defects in design, material and workmanship. However, this warranty does not apply in the circumstances described in clause 10.2.
10.2 The warranty in clause 10.1 does not apply to any defect in the Products arising from:
10.2.1 wilful damage,
10.2.2 abnormal storage or working conditions,
10.2.3 accident or negligence by you or by any third party;
10.2.4 if you or any third party fail to operate, install or use the products in accordance with the user instructions;
10.2.5 any alteration or repair is done by you or by a third party who is not one of our authorised repairers or has been repaired without written consent of Balco-Global LTD
10.2.6 the defect arises as a result of Balco-Global LTD following any drawing, design or Specification supplied by you the Customer.
10.3 Subject to clause if:
10.3.1 The customer shall give notice in writing to Balco-Global LTD within a reasonable time of discovery that some or all of the goods do not comply with the warranty set out in 10.1.
10.3.2 Balco-Global LTD shall be given reasonable opportunity of examining the goods; and
10.3.3 the Customer (if asked to do so by Balco-Global LTD) returns such Goods to the place of business of the Supplier at the cost of the Customer.
10.4 Balco-Global LTD shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
11. Limitation of liability
11.1 Nothing in these Conditions shall limit or exclude the liability of Balco-Global LTD for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
11.2 Subject to clause 11.1:
11.2.1 Balco-Global LTD shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
11.2.2 the total liability of Balco-Global LTD to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the price of the Goods and/or Services.
11.3 You the customer are responsible for ensuring, and warrant to Balco-Global LTD that:
11.3.1. the Specification is complete, accurate and fit for your purposes; and
11.3.2. the Services provided are suitable for your purposes.
- Some items in the Balco-Global LTD product range contains strong magnets. These magnets need to be kept away from heart pacemakers. The operation of heart pacemakers may be affected by the close proximity of the magnets. Magnets can set a pacemaker working in a way that is not suitable for the user and that might affect their health.
- Magnets that are a part of the Balco-Global product range should be kept away from sensitive electronic equipment as close proximity to the electromagnetic field could damage these items. We recommend that such equipment should remain at a distance of 150mm.
- Balco-Global LTD cannot be held responsible for any actions of the service user that may result in a ligature point and attempt.
- It is the responsibility of the end user/customer to assess the suitability of the products for the environment it is being installed in.
- The environment needs to be assessed to ensure that the Balco-Global LTD product range cannot be used in conjunction with any other item that may cause misuse and harm to the end user.
- . The products supplied by Balco-Global LTD must be installed by the manufacturer’s instructions, failure to do so may change the products success, especially as a reduced-ligature system.
12.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by Balco-Global LTD) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.
12.2 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12.3 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Balco-Global LTD and you.
12.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
12.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12.6 If Balco-Global LTD is unable to perform its obligations to you under the Contract or any other contract between Balco-Global LTD and you (or is only able to perform them at unreasonable cost) because of a Force Majeure Event Balco-Global LTD may, without liability to you, cancel or suspend any of its obligations to you on notice. If the Force Majeure Event continues for a period of 90 days, you may terminate the Contract on notice and without liability.
12.8 If any of these clauses are found invalid, illegal or unenforceable as set out herein:
12.8.1. it will not affect the enforceability of any other clause; and
12.8.2. if it would be enforceable if amended, it will be treated as so amended and the amended clause will be deemed incorporated herein.
12.9 Any notice to a party which is to be served under the Contract, shall be in the English language, in writing and may be served by leaving it at or by delivering it to by pre-paid post to the other party’s registered office or principal place of business. All notices shall be signed by an authorised signatory. Notices delivered by hand shall be deemed served on delivery, those by pre-paid post 3 days after posting, provided proof of posting is available. For the purposes of this clause “writing” shall include emails. Any legal notice in relation to legal proceedings under the Contract shall not be validly served if given by email.
- No contract between you and Balco-Global LTD will create any right enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, or otherwise, by any person other than Balco-Global LTD and you.
12.11 Balco-Global LTD may at any time assign, transfer, charge, subcontractor deal in any other manner with all or any of its rights under the Contract and may subcontractor delegate in any manner any or all of its obligations under the contract to any third party.
12.12 You shall not, without the prior written consent of Balco-Global LTD, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.
12.13 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
“Insolvency Event” means if you go into liquidation or a winding up petition is presented in respect of you (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by you, your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of you or you propose to enter or make any arrangement or composition with your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay your debts (within the meaning of any relevant insolvency law) or is the subject of any similar event in any jurisdiction;
“Intellectual Property Rights” mean all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world from time to time.