Terms and Conditions

BSL TERMS & CONDITIONS 

Standard Terms and Conditions of the Supply of Goods and Services

1 - DEFINITIONS
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any 
applicable Specification Document.
1.2 “Business Day” means a day (other than a Saturday, Sunday or public holiday) when 
banks in London are open for business.
1.3 "Customer" means the organisation or person who purchases goods and services from 
the Supplier.
1.4 “Force Majeure Event” means an event or circumstance beyond a party’s reasonable 
control as defined in clause 15
1.5 “Goods” means the goods (or any part of them) set out in the Order.
1.6 “Intellectual Property Rights" means all patents, registered and unregistered designs, 
copyright, trademarks, know-how and all other forms of intellectual property wherever in the 
world enforceable.
1.7 “Order” means the Customer’s order for the Goods.
1.8 "Specification Document" means a statement of work, quotation or other similar 
document describing the goods and services to be provided by the Supplier.
1.9 "Supplier" means BSL-IT Limited, Ironstone House, Ironstone Way. Brixworth, NN6 9UD.
1.10 “Terms and Conditions” means the terms and conditions set out in this document.
1.11 “Third Party Warranties” means the warranties given by any manufacturer or other 
third-party distributor in relation to the Goods.

INTERPRETATION

1.12 A reference to a statute or statutory provision is a reference to such statute or 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 reenacted.
1.13 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.
1.14 A reference to writing or written includes emails.

2 - GENERAL
1.1 These Terms and Conditions shall apply to all contracts for the supply of goods and 
services by the Supplier to the Customer to the exclusion of any other terms that the Customer 
seeks to impose or incorporate, or which are implied by trade, custom, practices or course of 
dealing.
2.1 Before the commencement of the services the Supplier shall submit to the Customer a 
Specification Document which shall specify the goods and services to be supplied and the price 
payable. The Customer shall notify the Supplier immediately if the Customer does not agree 
with the contents of the Specification Document. All Specification Documents shall be subject 
to these Terms and Conditions.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance 
with these Terms and Conditions. The Customer is responsible for ensuring that the terms of 
the Order are complete and accurate.
2.3 A quotation for the goods given by the Supplier shall not constitute an offer. A quotation 
shall only be valid for a period of 7 days from its date of issue.
2.4 The Supplier shall use all reasonable endeavours to complete the services within 
estimated time frames, but time shall not be of the essence in the performance of any services.

3 - GOODS
3.1 The Goods are described in the Supplier’s Specification Document.
3.2 The Supplier warrants that all goods will materially conform to the specification in the 
Specification Document.
3.3 The Supplier reserves the right to amend the Specification Document if required by any 
applicable statutory or regulatory requirements. If such amendments will materially change the 
nature or quality of the Goods, the Supplier shall notify the Customer who may then cancel the 
order without penalty. 

4 - CONFIGURATION SERVICES
4.1 If the Supplier agrees to provide any configuration services to the Customer these will 
be at the price agreed at the time the order is accepted.
4.2 Configuration services have a warranty of 10 days from the date of shipment to the 
Customer. The Supplier’s sole liability in respect of any defective configuration services shall be 
the repair or replacement of the Goods on which the services have been performed. Claims in 
respect of defective services must be made within 21 days of the date of delivery of the 
configured Goods.
4.3 The Supplier does not warrant that the services will meet the Customer’s requirement 
or that the use of the services will be uninterrupted or free of error. The Customer assumes the 
responsibility to take adequate precautions against damaged to its operations that could be 
caused by defects, interruptions or malfunctions in the services.

5 - PRICE AND PAYMENT
5.1 The price for the supply of goods and services are as set out in the Specification 
Document. The Supplier shall invoice the Customer.
5.2 The Supplier may, by giving notice to the Customer at any time up to 5 Business Days 
before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods 
that is due to:
5.2.1 Any request by the Customer to change the delivery date(s), quantities or types of 
Goods ordered, or the Specification; or
5.2.2 Any delay caused by any instructions of the Customer or failure of the Customer to give 
the Supplier adequate or accurate information or instructions.
5.3 The price of the Goods:
5.3.1 Excludes amounts in respect of value added tax (VAT), which the Customer shall 
additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a 
valid VAT invoice; and
5.3.2 Excludes the costs and charges of packaging, insurance and transport of the Goods, 
which shall be invoiced to the Customer. These costs will be outlined and confirmed in the 
specification document. 
5.4 The Supplier may invoice the Customer for the Goods on or at any time after the 
completion of delivery.
5.5 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. In the 
event that the Customer’s procedures require that an invoice be submitted against a purchase 
order for payment, the Customer shall be responsible for issuing such purchase order before 
the goods and services are supplied.
5.6 Payment may be made by credit card. There will be a surcharge of 1.5% for payment by 
this method.
5.7 The Customer shall pay all amounts due under the Agreement 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.
5.8 If the Customer fails to make any payment due to the Supplier under the Agreement by 
the due date for payment, then:
5.8.1 The Supplier shall be entitled to cancel the Agreement.
5.8.2 The Supplier shall be entitled to suspend any further deliveries or suspend any Services 
to the Customer.
5.9 In the event that there has been a material or obvious pricing error by the Supplier, the 
Supplier shall be entitled, within 30 days, to either:
5.9.1 Invoice the Customer the true and correct price of the Goods at the date of the Order; 
or
5.9.2 Allow the Customer to cancel the Order and the Supplier shall collect the mispriced 
Goods at its own expense and credit the Customer for the price paid for the Goods.
5.10 All invoices are due for payment (30 days from date of invoice unless an extension of 
these terms has been agreed between the Customer and the Supplier. Any invoice beyond this 
period could be referred to Close Brothers PLC or any other such agent as the Supplier shall 
from time to time appoint and could be subject to a surcharge of 15% plus vat to cover the 
collection costs incurred. This surcharge together with all other charges and legal fees incurred 
will be the responsibility of the Customer and will be legally enforceable.

6 - DELIVERY
6.1 The Supplier shall ensure that:
6.1.1 Each delivery of Goods is accompanied by a delivery note that shows the date of the 
Order, the type and quantity of Goods and storage instructions (if any).
6.2 The Supplier shall deliver the Goods to the location set out in the Order or such other 
location as the partied may agree (Delivery Location).
6.3 Delivery is completed on the completion of unloading the Goods at the Delivery 
Location.
6.4 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall 
not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, 
damages, charges or expenses caused directly or indirectly by any delay in the delivery of the 
goods.
6.5 If the Supplier fails to deliver Goods, its liability shall be limited to the costs and 
expenses incurred by the Customer in obtaining replacement goods of similar description and 
quality in the cheapest market available, less the price of the Goods. The Supplier shall have no 
liability for any failure to deliver the Goods to the extent that such failure is caused by a Force 
Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery 
instructions or any other instructions that are relevant to the supply of the Goods.
6.6 If the Customer fails to accept delivery of the Goods within three Business Days of the 
Supplier notifying the Customer that the Goods are ready, then, except where such failure or 
delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations 
under the Agreement:
6.6.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third 
Business Day after the day on which the Supplier notified the Customer that the Goods were 
ready; and
6.6.2 The Supplier shall store the Goods until delivery takes place and charge the Customer 
for all related costs and expenses (including insurance).
6.7 If [ten] Business Days after the day on which the Supplier notified the Customer that the 
Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier 
may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable 
storage and selling costs, account to the Customer for any excess over the price of the Goods or 
charge the Customer for any shortfall below the price of the Goods.
6.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for 
separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to 
cancel any other instalment.

7 - TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title in the Goods shall not pass to the Customer until the Supplier has been paid in full 
for the Goods.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 Store the Goods separately from all other goods held by the Customer so that they 
remain readily identifiable as the Supplier’s property.
7.3.2 Not remove, deface or obscure any identifying mark or packaging on or relating to the 
Goods.
7.3.3 Maintain the Goods in satisfactory condition and keep them insured against all risks for 
their full price from the date of delivery.
7.3.4 Notify the Supplier immediately if it becomes subject to any of the events listed in 
Clause 15.1; and
7.3.5 Give the Supplier such information relating to the Goods as the Supplier may require 
from time to time.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to 
any of the events listed in Clause 14.1, then, without limiting any other right or remedy the 
Supplier may at any time:
7.4.1 Require the Customer to deliver up all Goods in its possession that have not been 
resold, or irrevocably incorporated into another product; and
7.4.2 If the Customer fails to do so promptly, enter any premises of the Customer or of any 
third party where the Goods are stored in order to recover them.

8 - CUSTOMER’S OBLIGATIONS
8.1 To enable the Supplier to perform its obligations under this Agreement the Customer 
shall:
8.1.1 Co-operate with the Supplier.
8.1.2 Provide the Supplier with any information reasonably required by the Supplier.
8.1.3 Obtain all necessary permissions and consents which may be required before the 
commencement of the services; and
8.1.4 Comply with such other requirements as may be set out in the Specification Document 
or otherwise agreed between the parties.
8.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by 
the Supplier as a result of the Customer’s failure to comply with Clause 6.1.
8.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event 
that the Customer unlawfully terminates or cancels the goods and services agreed to in the 
Specification Document, the Customer shall be required to pay to the Supplier as agreed 
damages and not as a penalty the full amount of any third party costs to which the Supplier has 
committed and in respect of cancellations on less than 24 hours written notice the full amount 
of the goods and services contracted for as set out in the Specification Document, and the 
Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the 
avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 8.1shall 
be deemed to be a cancellation of the goods and services and subject to the payment of the 
damages set out in this Clause.
8.4 In the event that the Customer or any third party, not being a sub-contractor of the 
Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking 
or complying with any of its obligations under this Agreement, then the Supplier shall notify the 
Customer as soon as possible and:
8.4.1 The Supplier shall have no liability in respect of any delay to the completion of any 
project.
8.4.2 If applicable, the timetable for the project will be modified accordingly.
8.4.3 The Supplier shall notify the Customer at the same time if it intends to make any claim 
for additional costs.

9 - ALTERATIONS TO THE SPECIFICATION DOCUMENT
9.1 The parties may at any time mutually agree upon and execute new Specification 
Documents. Any alterations in the scope of goods and/or services to be provided under this 
Agreement shall be set out in the Specification Document, which shall reflect the changed 
goods and/or services and price and any other terms agreed between the parties.
9.2 The Customer may at any time request alterations to the Specification Document by 
notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, 
within 5 working days or such other period as may be agreed between the parties, advise the 
Customer by notice in writing of the effect of such alterations, if any, on the price and any other 
terms already agreed between the parties.
9.3 Where the Supplier gives written notice to the Customer agreeing to perform any 
alterations on terms different to those already agreed between the parties, the Customer shall, 
within 5 working days of receipt of such notice or such other period as may be agreed between 
the parties, advise the Supplier by notice in writing whether, or not, it wishes the alterations to 
proceed.
9.4 Where the Supplier gives written notice to the Customer agreeing to perform 
alterations on terms different to those already agreed between the parties, and the Customer 
confirms in writing that it wishes the alterations to proceed on those terms, the Specification 
Document shall be amended to reflect such alterations and thereafter the Supplier shall 
perform this Agreement upon the basis of such amended terms.

10 - WARRANTY
10.1 As far as it is able, the Supplier will pass on to the Customer the benefits of any ThirdParty Warranties.
10.2 The Supplier warrants that the services performed under this Agreement shall be 
performed using reasonable skill and care, and of a quality conforming to generally accepted 
industry standards and practices.
10.3 Except as expressly stated in this Agreement, all warranties whether express or implied, 
by operation of law or otherwise, are hereby excluded in relation to the goods and services to 
be provided by the Supplier.

11 - INDEMNIFICATION
The Customer shall indemnify the Supplier against all claims, costs and expenses which the 
Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of 
its obligations under this Agreement, including any claims brought against the Supplier alleging 
that any goods and/or services provided by the Supplier in accordance with the Specification 
Document infringes a patent, copyright or trade secret or other similar right of a third party.

12 - RETURNS AND REPAIRS
12.1 All returns of Goods can only be made, and will only be accepted by the Supplier if they 
comply with the following:
12.1.1 Prior authorisation must be obtained from the Supplier via such method as the Supplier 
may advise. Such prior authorisation shall be given at the Supplier’s sole discretion.
12.1.2 The request for the return must be made within 10 days of the date of invoice.
12.1.3 The Goods must be returned within 5 days of the authorisation to return under clause 
12.1.1.
12.1.4 The Goods must be properly packed and delivered to the address on the authorisation 
under clause 12.1.1.
12.1.5 If BSL-IT, at its discretion, agrees to accept the return of unwanted products for a credit, 
the goods must be returned with BSL-IT’s prior written agreement of 10 days of delivery. For 
non-faulty goods, the goods must be unopened and in pristine re-saleable condition with the 
manufactures seal intact.
12.1.6 The Goods must be accompanied by a list of the Goods; and
12.1.7 The Goods must still be covered by the manufacturer’s warranty.
12.1 The Supplier reserves the right to reject any Goods which do not comply with the 
conditions set out in clause 12.1. If the Supplier agrees to accept any Goods returned which are 
not in a saleable condition, the Supplier reserves the right to charge the cost to the Customer of 
bringing the Goods into a saleable condition.
12.2 The Supplier reserves the right to test all Goods returned as faulty and to return to the 
Customer (at the Customer’s expense) any Goods found not to be faulty.
12.3 The Supplier reserves the right to levy an administration charge in respect of the 
rotation of Goods and returns.
12.4 The Customer shall notify the Supplier within 2 Business Days of any delivery 
discrepancies or Product damages. If the Supplier issues an RMA, Products must be returned to 
the Supplier within 5 Business Days of the date thereof. The Supplier reserves the right to 
refuse return of damaged Products should the manufacturer's seal be broken or compromised 
and charge the Customer return postage.
12.5 If the Supplier has agreed to carry out repairs or to replace Products (or any parts 
thereof) above the Customer irrevocably authorises the Supplier to carry out such repairs or 
provide such replacements as shall place the Products in proper working order.
12.6 The Supplier shall accept no liability for any damage to or loss in transit of Products 
returned to The Supplier under this Clause 12.
12.7 The Supplier does not offer stock rotation rights (or sale or return rights) and Customer 
shall have no expectation of such rights being granted.

13 - LIMITATION OF LIABILITY
13.1 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for:
13.1.1 Death or personal injury resulting from the Supplier’s negligence or that of its 
employees, agents, or sub-contractors.
13.1.2 Fraud or fraudulent misrepresentation.
13.1.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
13.1.4 Defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1:
13.2.1 The entire liability of the Supplier to the Customer in respect of any claim whatsoever 
or breach of this Agreement, whether or not arising out of negligence, shall be limited to the 
price paid by the Customer to which the claim relates.
13.3 Subject to Clause 14.1 the Supplier shall under no circumstances be liable to the 
Customer for any:
13.3.1 Loss of business.
13.3.2 Loss of opportunity.
13.3.3 Loss of profits; or
13.3.4 For any other indirect or consequential loss or damage whatsoever.
This shall apply even where such a loss was reasonably foreseeable, or the Supplier had been 
made aware of the possibility of the Customer incurring such a loss.

14 - TERMINATION
14.1 Either party may terminate this Agreement forthwith by notice in writing to the other if:
14.1.1 The other party commits a material breach of this Agreement and, in the case of a 
breach capable of being remedied, fails to remedy it within 10 calendar days of being given 
written notice from the other party to do so.
14.1.2 The other party passes a resolution for winding up (other than for the purpose of 
solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order 
to that effect.
14.1.3 The other party ceases to carry on its business or a substantial part of its business; or
14.1.4 The other party is declared insolvent or convenes a meeting of or makes or proposes to 
make any arrangement or composition with its creditors; or a liquidator, receiver, 
administrative receiver, manager, trustee, or similar officer is appointed over any of its assets.
14.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the 
Goods under the Agreement or any other contract between the Customer and the Supplier if 
the Customer becomes subject to any of the events listed in clause 14.1 or the Supplier 
reasonably believes that the Customer is about to become subject to any of them, or if the 
Customer fails to pay any amount due under this Agreement on the due date for payment.
14.3 Without limiting its other rights or remedies, the Supplier may terminate the Agreement 
with immediate effect by giving written notice to the Customer if the Customer fails to pay any 
amount due under the Agreement on the due date for payment.
14.4 On termination of the Agreement for any reason the Customer shall immediately pay to 
the Supplier all the Supplier’s outstanding unpaid invoices and interest.
14.5 Termination of the Agreement shall not affect any of the parties’ rights and remedies 
that have accrued as at termination, including the right to claim damages in respect of any 
breach of this Agreement that existed at or before the date of termination.
14.6 Any provision of the Agreement that expressly or by implication is intended to come 
into or continue in force on or after termination shall remain in full force and effect.

15 - INTELLECTUAL PROPERTY RIGHTS
We or our suppliers reserve all copyright and any other intellectual property rights which may 
subsist in any goods or services supplied in connection with the provision of the Goods. We 
reserve the right to take any appropriate action to restrain or prevent the infringement of such 
intellectual property rights 
Except as permitted by applicable law or as expressly permitted under the Contract the 
Customer must not, without prior written consent, copy, de-compile or modify any Software, 
copy manuals or documentation or permit anyone else to do so. 

16 - FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay 
or failure results from events or circumstances outside its reasonable control, including but not 
limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, 
highway authorities or any telecommunications carrier, operator or administration or other 
competent authority, or the delay or failure in manufacture, production, or supply by third 
parties of equipment or services, and the party shall be entitled to a reasonable extension of its 
obligations after notifying the other party of the nature and extent of such events.

17 - INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the 
authority to bind the other to any third party or act in any way as the representative of the 
other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in 
addition to its own employees, engage sub-contractors to provide all or part of the services 
being provided to the Customer and such engagement shall not relieve the Supplier of its 
obligations under this Agreement or any applicable Specification Document.

18 - ASSIGNMENT
18.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in 
any other manner with any of all of its rights or obligations or delegate its duties under this 
Agreement.
18.2 The Customer shall not be entitled to assign, transfer, mortgage, charge, subcontract, 
declare a trust over or deal in any other manner with any of all of its rights or obligations or 
delegate its duties under this Agreement without the prior written consent of the Supplier.

19 - SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any 
Court of competent jurisdiction such provision shall be severed, and the remainder of the 
provisions herein shall continue in full force and effect as if this Agreement had been agreed 
with the invalid illegal or unenforceable provision eliminated.

20 - VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties 
(or their authorised representatives).

21 - WAIVER
The failure by either party to enforce at any time or for any period any one or more of the 
Terms and Conditions herein shall not be a waiver of them or of the right at any time 
subsequently to enforce all Terms and Conditions of this Agreement.

22 - NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service 
or by post to the address of the other party given in the Specification Document or such other 
address as such party may from time to time have communicated to the other in writing, and if 
sent by email shall unless the contrary is proved be deemed to be received on the day it was 
sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, 
if given by letter shall be deemed to have been served at the time at which the letter was 
delivered personally or if sent by post shall be deemed to have been delivered in the ordinary 
course of post.

23 - ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject 
matter and supersedes any previous agreements, arrangements, undertakings, or proposals, 
oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be 
varied only by a document signed by both parties.

24 - NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

25 - GOVERNING LAW
This agreement and any dispute or claim (including non-contractual disputes or claims) arising 
out of or in connection with it or its subject matter or formation shall be governed by and 
construed in accordance with the law of England and Wales.

26 - JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive 
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising 
out of or in connection with this agreement or its subject matter or formation.