Biri Trading UK LTD

Terms & Conditions

1.Interpretation

In these Terms and Conditions, "Buyer" refers to the person who accepts the Seller's quotation for the sale of the Goods or whose order for the Goods is accepted by the Seller.

 “Goods” means the goods (including any installation of the items or parts for them) that the Seller is required to provide under these Terms. "Seller" refers to Biri Trading UK, a business registered in the UK.
Our Company Registration Number is : 13345542 , Vat Number: 422394704.

2. Conditions are applied

2.1 These Terms and Conditions apply to all contracts between the Seller and the Buyer for the sale of goods. All orders for Goods, whether written or oral, are regarded to represent an offer by the Buyer to accept the Goods in accordance with these Conditions. All extra terms and conditions that the Buyer might purport to impose under any order, confirmation of the order, or similar document are expressly disclaimed. The contents of these Conditions shall prevail over any conditions in any document submitted by the Buyer to the Seller, including any contract, arrangement, or agreement entered into or to be entered into between the Seller and the Buyer.

2.2 These Conditions constitute the complete contract between the Seller and the Buyer and supersede any and all prior written or oral statements, warranties, course of business, or arrangements between the Seller and the Buyer relating to the Goods.

3. The sale contract

3.1 The Seller will sell the Goods and the Buyer will buy them in accordance with any written quotation from the Seller that is accepted by the Buyer, or any written order from the Buyer that is accepted by the Seller, subject in either case to these Conditions, which will govern the Contract to the exclusion of any other terms and conditions under which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made.

3.2 No change of these Conditions shall be binding unless agreed to in writing by the Buyer's and Seller's authorized representatives.

3.3 Any statements made by the Seller's employees or representatives regarding the Goods must be confirmed in writing by the Seller. The Buyer understands that in entering into the Contract, it does not rely on any such assertions that have not been validated.

3.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, or use of the Goods that are not confirmed in writing by the Seller is entirely at the Buyer's risk, and the Seller shall not be liable for any such advice or recommendation.

3.5 Any typographical, clerical, or other error or omission in the Seller's sales brochure, quotation, price list, acceptance of offer, invoice, or other document or information will be corrected without the Seller's liability.

4. Specifications and orders

4.1 No order submitted by the Buyer shall be deemed accepted by the Seller unless and until the Seller's authorized representative confirms it in writing.

4.2 The Buyer is responsible to the Seller for ensuring the accuracy of any order (including any applicable specification) submitted by the Buyer, as well as for providing the Seller with any necessary information relating to the Goods in a timely manner so that the Seller can perform the Contract in accordance with its terms.

4.3 The quantity, quality, and description of the Goods, as well as any specifications, shall be as set forth in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).

4.4 If the Seller is to manufacture the Goods or apply any process to the Goods in accordance with a specification provided by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs, and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark, or other industrial or intellectual property.

4.5 The Seller reserves the right to make any changes to the Goods' specification that are required to comply with any applicable statutory or EC requirements or, where the Seller believes it is necessary.

The goods must be delivered according to the Seller's specifications, which have no material impact on their quality or performance.

4.6 The Buyer may not cancel an order that has been accepted by the Seller unless the Seller agrees in writing and the Buyer agrees to indemnify the Seller.

Seller is fully indemnified against all losses (including lost profits), costs (including all labor and materials utilized), damages, charges, and expenditures incurred as a result of the breach.

5. The cost

5.1 The price of the Goods will be the Seller's quoted price or, if no price has been quoted (or if a quoted price is no longer valid), the price listed in the Seller's public price list is current at the time of order acceptance. All quoted prices are only valid for 30 days or until the Buyer accepts them sooner, after which time the Seller may change them without notification to the Buyer.

5.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the Seller's costs that is due to any factor beyond the Seller's control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, a significant increase in the costs of labor, materials, or other manufacturing costs), any change in delivery dates, quantities, or any other change in the Seller's costs.

5.3 All prices are given by the Seller on an ex-works basis unless otherwise agreed in Writing between the Buyer and the Seller, and where the Seller agrees to deliver the Goods other than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging, and insurance.

5.4 The price does not include any applicable value added tax, which the Buyer must pay separately to the Seller.

5.5 In addition to the price of the Goods, the Buyer will be charged the cost of pallets and returnable containers.

6. Payment conditions

6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Buyer is to collect the Goods or the Buyer fails to take delivery of the Goods for any reason, in which case the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready.

6.2 The Buyer must pay the price of the Goods (less any discounts to which the Buyer is entitled, but without any other deductions) within 14 days of the Seller's invoice date, and the Seller shall be entitled to recover the price, even if delivery has not occurred and ownership of the Goods has not passed to the Buyer. The Contract will be of the essence if the fee is paid on time. Payment receipts will be supplied only upon request.

6.3 If the Buyer fails to make any payment by the due date, interest will accrue and be payable on the amount unpaid (both before and after any judgment) at the rate prescribed for statutory interest pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2002, from time to time, until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest).

6.4 If the Buyer fails to make any payment on the due date, the Seller shall be entitled to: – without prejudice to Condition [6.3], Condition [9.2.3], and any other right or remedy available to the Seller:

6.4.2 apply any payment made by the Buyer to such of the Products (or goods delivered under any other contract between the Buyer and the Seller) as the Seller deems suitable (notwithstanding any purported appropriation by the Buyer).

7. Product delivery

7.1 Delivery of the Goods shall be done by the Buyer collecting the Goods from the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection, or by the Seller delivering the Goods to another location agreed upon by the Seller.

7.2 Any delivery dates indicated for the Goods are simply estimates, and the Seller will not be liable for any delay in delivery, regardless of the cause. Unless the Seller has agreed in writing, time for delivery is not of the essence of the Contract.

7.3 Where the Seller is making bulk deliveries of the Goods, the Seller reserves the right to provide up to 10% more or 10% less than the amount purchased without making any price adjustments, and the quantity so delivered shall be regarded to represent the quantity ordered.

7.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract, and the Seller's failure to deliver any one or more of the installments in accordance with these Conditions, or the Buyer's claim in respect of any one or more installments, shall not entitle the Buyer to treat the Contract as a whole as repudiated.

7.5 If the Seller fails to deliver the Goods (or any installment) for any reason other than a cause beyond the Seller's reasonable control or the Buyer's fault, the Seller's liability to the Buyer is limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

7.6 If the Buyer fails to accept delivery of the Goods or fails to provide the Seller with acceptable delivery instructions by the due date (other than due to a cause beyond the Buyer's reasonable control or the Seller's fault)

7.6.1 store the Goods until actual delivery and charge the Buyer for reasonable storage costs (including insurance)

 7.6.2 sell the Goods at the best price readily obtainable and account to the Buyer for the excess over the price under the Contract (after deducting all reasonable storage and selling expenses) or charge the Buyer for any shortfall below the price under the Contract.

8. Property and Risk in the Goods

8.1 The risk of damage to or loss of the Goods passes to the Buyer:

 8.1.1 in the case of Goods to be delivered at the Seller's premises when the Seller notifies the Buyer that the Goods are available for collection.

 8.1.2 in the case of Goods to be delivered elsewhere, at the time of delivery or, if the Buyer fails to take delivery of the Goods for any reason when the Seller has tendered delivery of the Goods.

8.2 The property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due, notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions.

8.3 The Buyer shall maintain the Goods as the Seller's fiduciary agent and bailee until the Seller's property in the Goods passes to the Buyer, and shall keep the Goods distinct from those of the Buyer and third parties, properly stored, safeguarded, insured, and labeled as the Seller's property.

8.4 Until the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may require the Buyer to deliver up the Goods to the Seller at any time and, if the Buyer fails to do so promptly, enter any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

8.5 The Buyer shall not be allowed to pledge or charge any of the Goods that remain the Seller's property as security for any debts.

9. Seller's Warranties and Liability

9.1 Subject to the terms and conditions set forth below, the Seller warrants that the Goods will meet their specifications at the time of delivery and will be free of material and workmanship defects for a period of 6 months from the date of initial use or 8 months from delivery, whichever comes first.

9.2 The Seller provides the aforementioned warranty subject to the following conditions:

9.2.1 The Seller will not be liable for any defect in the Goods resulting from any drawing, design, or specification provided by the Buyer.

9.2.2 The Seller shall have no liability for any defect resulting from fair wear and tear willful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether given orally or in writing), misuse, or alteration or repair of the Goods without the Seller's approval.

 9.2.3 The Seller shall have no liability under the above warranty (or any other warranty, condition, or guarantee) if the total price for the Goods has no discount.

9.2.4 The above warranty does not apply to parts, materials, or equipment that were not made by the Seller, in which case the Buyer is only entitled to the benefit of any warranty or guarantee provided to the Seller by the manufacturer.

9.3 All warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by law, save where the Goods are sold to a person dealing as a consumer (within the meaning of the Sale of Goods and Supply of Services Act, 1980).

9.4 Where the Goods are supplied to a consumer (as defined by the Sale of Goods and Supply of Services Act, 1980), these Conditions have no bearing on the Buyer's statutory rights.

9.5 Any claim by the Buyer based on a defect in the quality or condition of the Goods or their failure to meet specifications must be notified to the Seller within 7 days of delivery (whether or not delivery is refused) or within a reasonable time after discovery of the defect or failure (where the defect or failure was not apparent on reasonable inspection). If the Buyer does not refuse delivery and does not tell the Seller.

9.6 Where any valid claim in respect of any of the Goods is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further obligation.

9.7 Except in the case of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer for any indirect, special, or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claims for compensation whatsoever (whether causable or not) arising out of any representation (unless fraudulent), or any implied warranty, condition, or another term, or any duty at common law, or under the express terms of the Contract.

9.8 If any delay in fulfilling, or omission to perform, any of the Seller's obligations in connection to the Goods is caused by a cause beyond the Seller's reasonable control, the Seller shall not be liable to the Buyer or be deemed to be in violation of the Contract. The following shall be regarded as factors outside the Seller's reasonable control, without prejudice to the generality of the foregoing:

9.8.1 Acts of God, explosions, floods, storms, tire blowouts, or accidents;

9.8.2 War or the danger of war, sabotage, insurgency, or civil unrest requisition number one.

9.8.3 acts, restrictions, regulations, bye-laws, prohibitions 01 measures of any kind on the part of any governmental, parliamentary, or local authority;

Acts, limitations, regulations, bylaws, and prohibitions of any kind enacted by any governmental, parliamentary, or local authority..

9.8.4 import or export regulations or embargoes.

 9.8.5 strikes, lock-outs, or other industrial actions or trade disputes (whether involving Seller or third-party employees).

 9.8.6 difficulties in obtaining raw materials, labor, fuel, parts, or machinery.

 9.8.5 difficulties in obtaining raw materials, labor, fuel, parts, or machinery; 9.8.5 difficulties in obtaining raw materials.

9.8.7 Machine breakdown or power failure.

10. Intellectual property

10.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes any other person's patent, copyright, design, trademark, or other industrial or intellectual property rights, the Seller shall indemnify the Buyer against all loss, damages, costs, and expenses awarded against or incurred by the Buyer in connection with the claim, unless the claim arises from the Buyer's use of any drawing, design, or specification.

10.1.1 The Seller is given complete control over any proceedings or negotiations related to such a claim.

10.1.2 The Buyer shall provide the Seller with all reasonable assistance for the purposes of any such proceedings or negotiations.

 10.1.3 The Buyer shall provide the Seller with all reasonable assistance for the purposes of any such proceedings or negotiations

10.1.3 The Buyer shall not pay or accept any such claim, or compromise any such proceedings, without the Seller's prior written consent (which shall not be unreasonably withheld).

10.1.4 The Buyer shall not do anything that would or might void any policy of insurance or insurance cover that the Buyer may have in relation to such infringement, and this indemnity shall apply accordingly.

10.1.5 The Seller shall be entitled to the benefit of, and the Buyer shall account to the Seller for, all damages and costs (if any) awarded in the Buyer's favor that are payable by, or agreed to be paid by, any other party in respect of any such claim with the Buyer's consent (which consent shall not be unreasonably withheld).

10.1.6 The Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this Condition, without prejudice to any common law duty of the Buyer.

11. The buyer's insolvency

11.1 This Condition applies if:

 11.1.1 the Buyer makes any voluntary arrangement with its creditors, or (being an individual or firm) becomes bankrupt, or (being a company) becomes subject to the protection of the Court, has an examiner appointed to it, or goes into liquidation (other than for the purposes of amalgamation or reconstruction not involving insolvency).

 11.1.2 an encumbrancer takes possession of, or a receiver is appointed of, any of the property or asset;

11.1.3 The Seller has a reasonable expectation that any of the following circumstances will occur in connection with the Buyer and tells the Buyer.

11.2 If this Condition applies, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable, notwithstanding any prior agreement or arrangement to the contrary.

12. General

 12.1 Any notice required or permitted to be given by either party to the other under these Conditions must be in writing and addressed to that other party at its registered office or principal place of business, or such other address as may have been notified to the party giving the notice under this provision at the relevant time.

12.2 The Seller's waiver of any violation of the Contract by the Buyer is not a waiver of any subsequent breach of the same or any other condition.

12.3 If any provision of these Conditions is found to be invalid or unenforceable in whole or in part by a court, the Competition Authority, or any other competent authority, the validity of the remaining provisions of these Conditions and the remainder of the provision in question will not be affected.

12.4 The Contract will be governed by the laws of the UK, and the Buyer agrees to submit to the UK non-exclusive jurisdiction.

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