1. DEFINITIONS: In these Terms and Conditions "BSC" means Broadcast Service
Centre Limited, "Purchaser" means' the person, firm or company purchasing the products,
"Products" means the goods or Services which are the subject of the contract between
BSC and Purchaser and "Contract" means any contract between BSC and Purchaser of
which these Terms and Conditions form a part.
2. CONDITIONS OF SALE: Unless otherwise agreed in writing by BSC all sales of
Products shall be subject to these Terms and Conditions AND THESE TERMS AND
CONDITIONS SHALL BE THE SOLE TERMS AND CONDITIONS OF ANY
TRANSACTION BETWEEN BSC AND PURCHASER. Any Terms and Conditions printed
on Purchaser's Purchase Order or related documents shall not be applicable if in conflict
with these Terms and Conditions.
3. TITLE TO PRODUCTS; RISK OF LOSS:
(a) Notwithstanding delivery, to Purchaser, BSC shall retain title to Products until BSC
has received payment in full of all sums due in connection with all products and services
supplied by it to Purchaser. BSC shall be considered to have received a payment only
when the amount of the payment is irrevocably credited to its bank account.
(b) Purchaser shall store products owed by BSC in such a way that they are so
identifiable and shall maintain records of such products identifying them as BSC's property,
of the persons to whom it sells or disposes of such products and of the payments made by
such persons for such products. Purchaser will allow BSC to inspect such records and
products on request. All products supplied by BSC in Purchaser's possession shall be
presumed to belong to BSC (unless Purchaser can prove otherwise).
(c) BSC shall be entitled to trace the proceeds of sale and any insurance proceeds
received in respect of products belonging to it. Such proceeds shall be paid into a separate
bank account and shall be held by Purchaser on trust for BSC.
(d) If Purchaser fails to make any payment to BSC when due, enters into bankruptcy,
liquidation or a composition with its creditors, has a receiver, manager, administrator or
administrative receiver appointed of all or part of its assets or becomes insolvent, BSC shall
have the right, without prejudice to any other remedies:
to enter without prior notice any premises where products owned by it may be located and to
repossess and dispose of products owned by it so as to discharge any sums owed to it by Purchaser;
to require Purchaser not to resell or part with possession of any products owned by
BSC until Purchaser has paid in full all sums owed by it to BSC; and
iii to withhold delivery of any undelivered Products and stop any Products in
(e) Unless BSC expressly elects otherwise any Contract between it and Purchaser for
the supply of Products shall remain in existence notwithstanding any exercise by BSC of its
rights under this paragraph.
(f) BSC reserves the right by giving written notice to Purchaser to transfer title in
products belonging to BSC at any time after delivery.
(g) Unless otherwise agreed in writing, BSC shall insure Products while In transit;
thereafter all risk of loss or damage shall pass to Purchaser. Any use of "FOB", "GIF",or
similar terms on the face hereof shall apply to price only and shall not affect the time of
transfer of property or of risk of loss, which shall occur as set forth above. In respect of sea
transit, Section 32 (3) of the Sale of Goods Act 1979 shall not apply to any sale made
hereunder. Shipments must be inspected by Purchaser and written notification of any
damage or shortage made to the carrier and BSC within 14 days after receipt.
4. DELIVERY: BSC shall not be liable for delays in delivery or failure to manufacture
due to causes beyond its reasonable control including, but not limited to, acts of God, acts
or omissions of Purchaser and/or civil or military authorities, fire, strikes, industrial action,
floods, quarantine, restrictions, riot, war, delays in transportation and inability to obtain
necessary labour, materials or manufacturing facilities. In the event of any such delay, the
date of delivery shall be extended for a period equal to the time lost by reason of the delay.
Where any delay in delivery or failure to manufacture or deliver amounts to a breach of
contract BSC shall be liable to pay damages only in respect of loss which was expressly
contemplated by both parties when the Contract was made as a probable result of such a
breach and BSC shall not be liable to pay any damages whatsoever in respect of
consequential loss (which term shall include but not be limited to loss of profits).
5. PAYMENT; CREDIT: Terms of payment are as shown on the face hereof and BSC's
obligation to deliver Products shall be subject to such terms. Time of payment is of the
essence. If at any time the financial condition of Purchaser so warrants in the opinion of
BSC, or if Purchaser fails to meet BSC's credit requirements BSC may alter or suspend
credit and/or delay delivery until such terms are met without incurring any liability. If
payment is not made when due BSC may charge interest at the rate of two per cent (2%)
per month on the balance outstanding on a day to day basis until payment is made in full
and/or delay or suspend deliveries, stop production, reject orders or cancel any Contract
without liability. If Purchaser enters into bankruptcy, liquidation or a composition with its
creditors or has a receiver, manager, administrative receiver or administrator appointed of
all or any part of its assets or becomes insolvent BSC may cancel any Contract. All of
BSC's rights and remedies set forth in these Terms and Conditions are cumulative and the
exercise of one shall not preclude the exercise of another, nor prejudice BSC's right to
recover damages arising out of any breach by Purchaser.
6. PRICES; CURRENCY FLUCTUATIONS: Prices for Products/Services are shown on the
face hereof. Such prices are based on the EURO/U S Dollar - Sterling rate of exchange
stated in BSC's quotation or on the face hereof, or, if not so stated, on the rate of exchange
used by BSC to convert its EURO/U.S Dollar prices into Sterling If the value of Sterling
changes in relation to the EURO/U.S Dollar before shipment for any reason, including but
not limited to official devaluation, the price of products shall be recalculated and adjusted
on the basis of the EURO/US Dollar - Sterling mid market rate of exchange at close of
business on the date of shipment.
7. TAXES: Prices do not include value added or similar taxes, customs or import
duties, costs of certificates of origin, or similar documents; consequently in addition to the
price specified on the face hereof, the amount of any such taxes, duties or fees shall be
paid by Purchaser.
8. WARRANTY AND LIMITATION OF LIABILITY: BSC warrants parts which it has
replaced to be free from defects in workmanship and material for three (3) months under
normal and proper use and service, except that:
Head assemblies, camera tubes, camera CCD (Charge Coupled Device) chips and all parts
thereof are not covered by this warranty but are covered by a different and separate warranty
available from BSC on request
Used Products are warranted to be in working order for 28 days only.
Valves, transistors, diodes, nuvistors, integrated circuits, fuses and lamps are excluded
from the coverage of this warranty, and as to these items no warranty express or Implied Is
made by BSC
The above warranty is subject to the following additional provisions:
(a) The warranty periods are computed from the date that risk of loss in Products
passes unless stated to be computed upon hours of operation following delivery to
(b) BSC agrees at its option to repair or replace at either a designated manufacture or
service centre, without charge (except as may be provided in any written warranty provided
by BSC with such Products), all Products or parts therereof which are returned (subject to
(d) below), transportation prepaid for Inspection to the manufacture or.service centre, or to
the dealer or distributor (if Products are purchased from such dealer or distributor), within
the applicable warranty period provided such inspection discloses to the satisfaction of
BSC that the defects are covered by the BSC warranty, the serial number or any parts
thereof have not been altered, defaced or removed, and provided also that Products have
altered or repaired other than by BSC's approved procedures,
ii subjected to misuse, misapplication, improper maintenance, negligence or
accident (Including but not limited to failure of or excessive electric power or failure of environment control equipment),
iii used with parts or components not supplied or approved by BSC except standard
valves, transistors, diodes, nuvistors, integrated circuits, fuses or lamps).
(c) In the event of a dispute BSC shall have the right to final determination as to the
hours of use and the existence, cause and nature of a defect.
(d) Products, or parts of Products shall not be returned to an BSC designated
manufacture or service centre for inspection, replacement or repair without specific written
authorisation from BSC. BSC reserves the right to inspect or repair on Purchaser's
e) Alleged non-fulfilment of warranty obligations by BSC shall not release Purchaser
from Purchaser's obligations under any Contract.
(f) If Purchaser defaults in payment under the Contract BSC shall not be bound by
any warranty whatsoever in respect to that Contract.
(g) Replaced or repaired Products or parts shall carry only the unexpired term of the
warranty applicable to the original Products or parts.
(h) BSC's liabilities under this paragraph 8 shall be in lieu of any condition or warranty
whether express implied or statutory as to the quality or fitness for any particular purpose
of Products or any part of Products or any other matter. Save as in this paragraph 8
expressed neither BSC nor its servants or agents shall be liable whether in tort contract
or otherwise in respect of defects in Products or for any loss or damage attributable to
such defects (except death or personal injury) Including but not limited to any loss of
use of Products (whether complete or partial) or loss of profits.
(i) Nothing in this paragraph 8 shall be construed as an attempt by BSC to exclude or
limit Its liability under the Consumer Protection Act of 1987. However Purchaser shall
indemnify BSC from and against all and any liabilities which BSC incurs under the said
Act (or any statutory re-enactment thereof) as a consequence of BSC having supplied
any Products or Services to Purchaser.
9. INSTALLATION: BSC will furnish one copy of a standard instruction book English
setting forth pertinent information relating to installation and operation of Products.
Purchaser will assume all responsibility for installation and operation of Products, including
the obtaining of all permits, licences, or certificates required by any regulatory body for
such installation or use. BSC shall have no obligations with respect to installation,
maintenance or servicing of Products unless specifically agreed by BSC in writing.
10. CANCELLATION CHARGES: In the event Purchaser cancels any order or refuses to
take delivery of all or part of a shipment, Purchaser shall be liable for the payment of
cancellation charges equal to a percentage of the purchase price of Products or Services
based on the number of days prior to scheduled delivery that such cancellation or refusal
occurs as follows:
0 30 days 90%
31 60 days 50%
61 120 days 30%
The cancellation charges are bona fide pre-estimate of damages which would result from
cancellation by Purchaser. If Purchaser delays acceptance of any scheduled delivery
without BSC's consent such delay shall be considered as a cancellation unless waived by BSC.
The schedule of cancellation charges in this paragraph does not apply to non standard Products.
11. SOFTWARE LICENCE: BSC grants Purchaser a non-exclusive licence to use software
furnished by BSC with Products ("Software"), only in conjunction with Products, and only so
long as Purchaser owns Products.
Software is composed of confidential and proprietary information, and Purchaser agrees:
(i) not to copy, decompile or disassemble Software, or any part thereof and
(ii) not to cause or permit Software, or any part thereof, to be disclosed to any person
other than its employees. BSC retains title to Software This licence may be transferred
only to a subsequent purchaser of Products. Software may be subject to other
BSC and/or third party software licence agreements which Purchaser agrees to
execute upon BSC's request.
12. GENERAL: BSC reserves the right to modify or change Products in whole or In part at
any time prior to delivery thereof, in order to include therein electrical or mechanical
refinements deemed appropriate by BSC but without Incurring any liability to modify or
change any Products previously delivered in accordance with earlier specifications, or to
supply new Products.
If the sale, resale or shipment of Products is subject to approvals, licences or laws of the
United Kingdom, the United States of America or any other governnent performance
hereunder by BSC is conditioned upon the granting of and compliance with all such approvals,
licences and/or laws, and If such does not occur, BSC shall have the right without any liability
to Purchaser to cancel any orders placed or to delay the shipment thereof until all such
approvals and/or licences are granted and/or compliance assured. Purchaser agrees
that it shall not resell, ship or otherwise dispose of Products in any manner which would
violate applicable export laws and regulations of the United Kingdom or the United States of America.
Any assignment of the Contract, or any rights thereunder by Purchaser without written
consent of BSC shall be void, but BSC may with notice to Purchaser assign the Contract or
any of its rights thereunder to BSC or any of its subsidiaries. ;
These Terms and Conditions and the Contract shall be construed and applied in accordance
with the law of England and Purchaser submits to the jurisdiction of the English Courts.
Terms & Conditions
1. DEFINITIONS: In these Terms and Conditions "BSC" means Broadcast Service