Terms and Conditions
(These Terms & Conditions are effective from 1st August 2011 until further notice)
You, the Customer a person or company buying Products from us.
Consumer a private person buying Products for private use. If you are a Consumer, please find your specific rights and exceptions in Section 19.
BiTEA Ltd (us, our, BiTEA) the Product vendor as identified on your invoice and, where relevant, Service Provider
BiTEA Ltd branded product computer hardware products that are marked with the “BiTEA” brand, including all components inside, and software.
Integration Material (IM) 3rd Party Products or Products specified or provided by you
Order Confirmation formal acknowledgement of Product ordered by you, sent by BiTEA.
Price stated in Order Confirmation.
Product as described in Order Confirmation, may include BiTEA branded products, 3rdParty Products and Service Offerings.
Service Offering as described in Order Confirmation and BiTEA Service description document.
BiTEA Support Package, as described in the BiTEA Support Package document.
Service Provider BiTEA or its authorised Service experts.
3rd\Party Products all goods that are not BiTEA branded Products.
Software computer operating systems, middleware or applications.
Service means general service and support carried out by BiTEA or Service Provider in accordance with the Service Offering, including Customer Factory Integration Services.
This agreement applies to this sale, Service and all statements made by BiTEA in brochures, price lists, adverts, quotations, on the internet or verbally. Any variations to this Agreement must be confirmed by BiTEA in writing. Any other Terms and Conditions are excluded. Placing your order means acceptance of this Agreement. This Agreement does not apply to Product purchases from a reseller or distributor nor is it a reseller or distribution agreement.
3. Quotations/Orders Contract
Quotations are only valid in writing and during the period that they state. If unstated, the period is 10 days (incl. 3rdParty Products). Orders may be received by writing, internet, telephone or fax but are only binding on BiTEA when BiTEA sends a written Order Confirmation. Please check the Order Confirmation and notify BiTEA of any mistake in writing immediately or the details stated in the Order Confirmation will Products (incl. 3rdParty Products) at any time but BiTEA guarantees you at least equivalent functionality and performance.
4. Price & Payment Terms
Products and Service Offering prices, tax, shipment, insurance and installation are as shown on your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (incl. For components and Services) may cause BiTEA to adjust prices accordingly. Payment will be made before supply or Service or, if agreed, within 30 days of the invoice date without further notice from BiTEA. Payment timing is of the essence. BiTEA may suspend deliveries or Service until full payment for that order. In the case of Late Payment of Invoice the Late Payment of Commercial Debts (Interest) Act 1998, in conjunction with the Late Payment of Commercial Debts Regulations 2002, will apply. In either case, the costs of recovery shall be payable by you. Cheques may only be accepted conditionally.
The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure our goods and you may not modify or pledge them. You may use the goods, without modification, in the ordinary course of business. BiTEA Ltd may enter the storage premises to repossess the goods. Should you sell them before Title passes, you will become BiTEA’s agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. BiTEA may sue for the Price before Title passes. If you refuse delivery without BiTEA’s agreement, you must pay BiTEA’s expenses or loss resulting from that refusal, including storage costs, until you accept delivery. Risk of the loss of the goods, passes to you on delivery. Any missing or damaged packaging should be noted on the waybill prior to signing it.
When you receive Product you must inspect if for any defects or non-conformity, and if any, notify BiTEA in writing within 7 days. After this period, you will have accepted Product. If BiTEA agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase, the return costs my also be payable by you.
Hardware supplied by BiTEA. Unless otherwise stated, BiTEA branded Products will be free from defects for 12 months from delivery and spare parts for 90 days from delivery. Should Product be defective within this period, BiTEA will repair or replace Product within a reasonable time. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. BiTEA manufactures using components which are new or equivalent to new in accordance with industry standards and practice. Spare parts may be new or reconditioned. Computer batteries are delivered with one- year warranty (not upgradeable). BiTEA warranty is given in place of all implied warranties and that such implied warranties are excluded to the fullest permitted extent. BiTEA may revise its limited warranties from time to time but any such change will not affect products ordered by you prior to the date of such change. Software belonging to BiTEA is tested extensively and is guaranteed to work with a defined range of products and software at the time of purchase. However, it interacts with many other pieces of software and hardware in order to carry out the tasks you require of it and can not be guaranteed to work with modified or updated versions of hardware and software supplied by other organisations which may change without notice. BiTEA does not give a warranty guarantee protection for: i) damage caused by incorrect installation, use, modifications or repair by any unauthorised party or yourself, ii) damage caused by any party (except BiTEA) or other external force, III) fitness for any particular purpose, iv) 3rdParty Products. Software and IM specified by you. You will receive the warranty or licence for these products directly from their manufacturer or licensor, v) any instruction given by you and correctly performed by BiTEA. You must provide BiTEA with all reasonable courtesy, to perform duties, failing which BiTEA shall not be obliged to perform any Service or assistance. You are responsible for the removal of non BiTEA supplied products during Service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements. Please note that your calls to BiTEA may be monitored for training purposes.
Services will be provided by BiTEA or its agents. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. You must allow BiTEA to examine Product at your and BiTEA`s premises (at our choosing). BiTEA owns any replaced Product or parts resulting from repair and will charge Customer if these are not returned upon request. Unless stated in Service Offering, the following are excluded from Service; work outside local working hours, weekends or on public holidays, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in BiTEA`s assessment, electrical environment, transfer or data or Software, viruses, 3rdParty Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (e.g. hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
9. Custom Factory Integration
Custom Factory Integration (CFI) Services may be provided by BiTEA in accordance with Customer’s instructions and technical specifications. You will specify and provide IM or BiTEA may obtain IM at your instruction. BiTEA will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CFI Product. BiTEA may install CFI Product under your instruction or under BiTEA Ltd technical advice, if agreed. BiTEA will not carry out CFI work if it is not technically feasible in our view.
BiTEA accepts liability for any private property loss or damage, misconduct of BiTEA, or our employees, agents, subcontractors. Except for death/personal injury, this liability is limited to the lesser of £250,000 or Price. BiTEA does not accept liability for I) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by BiTEA within reasonable time, 4) loss avoidable by you through reasonable conduct, including backing up all data and following BiTEA`s reasonable advice generally, 5) all items excluded from the Warranty or by Force Majeure.
11. Intellectual Property (IP)
BiTEA indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rdparty IP. BiTEA may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify BiTEA for any of IM or IP specified or owned by you and integrated into Product. BiTEA is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. BiTEA retains all BiTEA owned IP in Product. You must notify BiTEA immediately of any infringing or unauthorised use of Product or IP in it. BiTEA does not indemnify you for 1) 3rdParty Products and Software, 2) unauthorised modification or 3) any claim caused by the use of Products in conjunctions with anything not supplied by BiTEA.
Software owned by BiTEA. BiTEA strives to improve its products in a continuous development programme. BiTEA will make reasonable endeavours to correct any errors reported to it in future releases of the product but cannot guarantee to fix any specific problem. BiTEA operates a technical support service which is available to help with your problems. Support is not included in the purchase price of the BiTEA software, but is available free of charge for 30 days following purchase. Further support and software upgrades are available as part of the BiTEA Support Package which is available to all registered users of BiTEA software at the price of an annualy renewable fee. Details are available from BiTEA. Software not owned by BiTEA is supplied subject to licence and warranty of the Software licensor. BiTEA encloses the Software licences that you require with the Product where necessary. You must comply with that licence. If you choose not to accept the operating system licence at start up if any, BiTEA will only accept the return of the entire product for refund.
13. Export Control
You acknowledge that Product may include technology and Software which is subject to UK, US and EU export control laws and laws of the country where it is delivered or used; you must abide by all these laws. Product may not be sold, leased or transferred to restricted/embargoed end users or countries or for a used involved in weapons of mass destruction or genocide without the prior consent of the UK government. You understand and acknowledge that UK, US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.
14. Force Majeure
BITEA is not liable for delays in performance (incl. Delivery or Service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance, examples include strikes, terrorist acts, war, supplier/transport/production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.
Each party must treat all information received from the other marked “confidential” or reasonably obvious to be confidential as it would treat its own confidential information.
BITEA my terminate this Agreement with immediate written notice if you 1) fail to pay on time, 2) breach or BiTEA suspects you have breached export control laws. Either party may terminate if the other 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other, or 2) becomes insolvent or is unable to pay debts as they fall due.
17. Your Obligations as a Customer
You are responsible for your own choice of Product and its suitability for purpose. Your telephone and postal charges in contacting BiTEA if any. Any CFI specifications and instructions given by you. All IM, its performance, licences, authorisations and any unusual IM. You must provide BiTEA with all reasonable courtesy, information, cooperation, facilities and access to enable BiTEA to perform duties, failing which BiTEA shall not be obliged to perform any Service or assistance. You are responsible for the removal of non BiTEA supplied products during Service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements. Please note that your calls to BiTEA may be monitored for training purposes.
18. Data Protection
Your data will be held and/or transferred in strict accordance with the applicable data protection laws and BiTEA data protection registration. You consent to your personal data being transferred to a BiTEA company outside of the EEA. You may instruct BiTEA not to use your data for direct marketing purposes.
19. Consumer Rights
If you are a Consumer you may cancel your purchase at any time within 7 working days after the day of receipt without cause and receive a refund of the Price paid. To do this you must inform BiTEA in writing and return the products immediately, in the same condition you received them and at your own cost and risk. Any statutory Consumer rights are unaffected by this Agreement. This does not apply to any business customer or user.
English law and the exclusive court jurisdiction of the English courts will apply to this Agreement. The Vienna Convention on Contracts for the international Sale of Goods is excluded.
If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. BiTEA may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not writing (by hand, email, fax or 1stclass post deemed delivered 48 hours after posting) and sent to a legal officer of either party.
You can find all current BiTEA policies, Product and Service Offering details and notices via www.Bitea.com. Those in place at the date of this Agreement govern this Agreement.
23. Year 2000
BITEA warrants that the computer equipment, products and data embedded goods or services supplied by BiTEA have Year 2000 conformity as defined in the British Standards Institute definition of Year 2000 conformity requirements. Also that the computer equipment and data logic embedded goods or services supplied by BiTEA have general integrity and data integrity as specified in Rules 1 and 2 of such definition.
24. Freedom of Information Act
BiTEA complies in all respects with the UK Government Freedom of Information Act 2000 (“FOI Act”). BiTEA customers should acknowledge that all information disclosed by BiTEA arising out of or in connection with any contract between BiTEA or BiTEA`s agents and the customer is considered by BiTEA to be either information provided in confidence in accordance with the exemption set out in section 41 of the FOI Act 2000 or information that is in the commercial interests of BiTEA pursuant to the exemption set out in section 43 of the FOI Act. As soon as it is practicable to do so, the Customer shall inform BiTEA of the full details of any request for the disclosure of any information of BiTEA or BiTEA`s agents under the FOI Act.