General terms and conditions Bosta UK Ltd.
The customer's attention is drawn in particular to the provisions of clause 13. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
Information about us and how to contact us
We are Bosta (UK) Limited a company registered in England and Wales. Our company registration number is 02887960 and our registered office is at The Anderson Centre, Olding Road, Bury St Edmunds, Suffolk, IP33 3TA. Our registered VAT number is for United Kingdom GB636795492 and for Ireland IE96793155.
You can contact us - using the details on our Contact Us page.
How we may contact you - If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
a. Bosta: BOSTA (UK) LIMITED, a company registered in England and Wales with registered company number 02887960 having its registered office at Olding Road, Bury St Edmunds, Suffolk, IP33 3TA.
b. Business Customer: any customer of Bosta that is not a Consumer Customer as defined below.
c. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
d. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 18.5.
e. Contract: the contract between Bosta and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
f. Customer: the Consumer Customer and the Business Customer.
g. Delivery Location: has the meaning given in clause 4.2.
h. End User: the end user in the form of a natural person who is not exercising a profession or acting on behalf of a company;
i. Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
j. Goods: the goods (or any part of them) set out in the Order.
k. Order: the Customer's order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Bosta’s quotation, or overleaf, as the case may be.
l. Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Bosta.
a. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b. A reference to a party includes its successors and permitted assigns.
c. A reference to legislation or a legislative provision is a reference to it as amended or reenacted.A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
d. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
e. A reference to writing or written does not includes email.
2 Basis of contract
2.1 In some areas the customer has different rights under these terms depending on whether it is a business or consumer. The customer is a consumer if:
a. It is an individual.
b. It is buying products from Bosta wholly or mainly for personal use (not for use in connection with its trade, business, craft or profession).2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.4 The Order shall only be deemed to be accepted when Bosta issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 Any samples, drawings or advertising produced by Bosta and any illustrations contained in Bosta’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 A quotation for the Goods given by Bosta shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.8 The Order is accepted and the Goods are provided on the basis that the Customer is acting in the course of its trade, business, craft or profession. The Customer represents and warrants that it is not an individual acting for purposes which are wholly or mainly outside its trade, business, craft or profession.
3.1 The Goods are described in Bosta's catalogue. The images of the Goods on Bosta’s website and/or in its catalogues are for illustrative purposes only. Although Bosta makes every effort to display the colours accurately, it cannot guarantee that a device's display of the colours or a printout of the image accurately reflect the colour of the Goods. The Goods may vary slightly from those images. Similarly, the packaging of the Goods may vary from that shown in catalogue and website images.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Bosta against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Bosta in connection with any claim made against Bosta for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Bosta's use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Bosta reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, and Bosta shall notify the Customer in any such event.
4.1 Bosta shall ensure that:
a. each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the relevant Customer and Bosta reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
b. if Bosta requires the Customer to return any packaging materials to Bosta, that fact will be clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Bosta shall reasonably request.Returns of packaging materials shall be at Bosta’s expense.4.2 Bosta shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Bosta notifies the Customer that the Goods are ready.4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Bosta shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Bosta with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If Bosta fails to deliver the 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 provisions of clause 11 apply. Bosta 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 Bosta with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within seven Business Days of Bosta notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Bosta's failure to comply with its obligations under the Contract in respect of the Goods:
a. 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 Bosta notified the Customer that the Goods were ready; and
b. Bosta shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 14 Business Days after the day on which Bosta notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, Bosta may resell or otherwise dispose of part or all of the Goods.
4.8 Bosta may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract.Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment
5 Installation and operating instructions
5.1 If applicable to the Goods, the Customer is obliged to fully respect the installation instructions as received from Bosta and/or to impose them on their installer or, if the Customer does not employ an installer, to his End User with the obligation to have them imposed on the final installer. The Customer shall or shall procure that a suitably qualified professional installer is employed to install the Goods.
5.2 The Customer is obligated to fully respect the operating instructions as received from Bosta and/or to impose them on the End User or, if the Customer does not supply directly to the End User, to their client/buyer with the obligation to impose the operating instructions on the End User.
5.3 The consequences of not fully imposing the abovementioned installation and operating instructions are at the full and sole risk and responsibility of the Customer and Bosta cannot accept any liability in any way linked to the failure of the Customer or its clients, End Users, buyers or customers,to comply with Bosta’ installation and operating instructions.
a. conform in all material respects with their description and any applicable Specification;
b. be free from material defects in design, material and workmanship;
c. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
d. be fit for any purpose held out by Bosta.
a. the Customer gives notice in writing to Bosta during the Warranty Period within a
reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
b. Bosta is given a reasonable opportunity of examining such Goods; and
c. the Customer (if asked to do so by Bosta) returns such Goods to Bosta’s place of business at the Customer’s cost,
d. Bosta shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full in accordance with the provisions of this clause 6.
a. the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
b. the defect arises because the Customer failed to follow Bosta's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
c. the defect arises as a result of Bosta following any drawing, design or Specification supplied by the Customer;
d. the Customer alters or repairs such Goods without the written consent of Bosta;
e. the Customer does not or not fully cooperate and/or provide the information necessary to determine the merits of the warranty claim;
f. the Customer did not correctly transport, place, install, treat, use, store or maintain the Goods or if the Customer has used or treated the Goods under circumstances or for purposes other than intended by Bosta;
g. the defect would have been identifiable to a Customer complying with its inspection obligations under clause 7 and the Customer failed to notify Bosta of such defect within 14 days of delivery;
h. the defects are the result of: (i) intentional damage and/or destruction; (ii) mechanical defects to objects not supplied by Bosta; (iii) not complying with the instructions of the producer of the Goods or not observing them in a timely manner; (iv) force majeure;
i. the Customer did not correctly transport, place, install, treat, use, store or maintain the products or if the Customer has used or treated the Goods under circumstances or for purposes other than intended by Bosta;
j. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
k. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, Bosta shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by Bosta.
6.7 The Client must give Bosta or its appointed party the opportunity to investigate a warranty claim and/or the defect determined by the Customer. If the warranty claim proves to be incorrect or there is no defect the Customer indemnifies Bosta for its costs in investigating the claim. In case it is impossible to determine if the claim is correct or if the claim proves to be partially incorrect, the costs will be borne equally by Bosta and the Customer.
6.8 In case the warranty claim and/or if the defect is proven to be correct, Bosta may elect at its sole discretion to repair the supplied Goods, to refund the costs of the Goods or to replace the supplied Goods free of charge (by new Goods or by nearly new Goods as long as their functionality is at least equal to the product to be replaced) after the Goods have been returned in their original state, or to provide an adequate solution in consultation with the Customer, such liability to never exceed the price paid for the Goods.
6.9 If the supplied Goods are replaced, Bosta will take care of the delivery of the replacement Goods to the location as stipulated in clause 4 at the Customer’s expense. The Customer is obliged to provide the defective Goods at the disposal of Bosta at the same location, in such a way that Bosta can immediately transport the Goods. The costs of removing and relocating the defective part and delivering or installing the new or repaired part are not covered under this warranty and are the responsibility of the Customer.
6.10 The statutory rights of Consumer Customers are not affected by the foregoing guarantee provisions.
7 Defects upon delivery for consumer customers
7.1 For Consumer Customers only, Bosta is under a legal duty to supply Goods that are in conformity with this Contract. See below for a summary of a consumer’s key legal rights in relation to the Goods. Nothing in these terms will affect a consumer’s legal rights. Summary of your key legal rights for consumers This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
a. Up to 30 days: if your goods are faulty, then you can get an immediate refund.
b. Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
c. Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back. See also clause 10.
7.2 If a Consumer Customer wishes to exercise its legal rights to reject Goods it must either return them in person to post them back to Bosta or as otherwise agreed between the parties. Bosta will pay the costs of postage or collection. Please contact Bosta to arrange the return or collection.
8 Defects upon delivery for business customers
8.1 Business Customers are obliged to immediately and thoroughly inspect the Goods upon delivery for any defaults and to, in case of defects, immediately inform Bosta and in any case with 14 days of delivery. This must be done by email to email@example.com or logged in the appropriate manner through the warranty claim section of Bosta’s website. Except as required by statute for Consumer Customers, Customers are not entitled to make a warranty claim in respect of any defect identifiable by thorough inspection upon delivery unless they inform Bosta of the defect within 14 days of delivery.
8.2 The Customer is responsible for the correctness and the completeness of the information provided to Bosta. The Customer must take into account any usual clearances and minor modifications to Goods supplied by Bosta regarding e.g. data, measurements, authenticity of color, as mentioned in the Order. The Goods supplied by Bosta may differ from their descriptions without it being considered a defect if and insofar it concerns small deviations in size, quantity and minor alterations, this at the sole discretion of Bosta.
9 Returns for business customers
9.1 For Business Customers, returns are only possible with Bosta’s prior written consent at Bosta’s sole discretion. Employees of Bosta do not have the right to return shipments without prior written consent. The quality and quantity of the Goods will be checked by Bosta upon return and based on that check, a possible partial reimbursement will take place.
9.2 All costs incurred in returning any Goods including but not limited to transport and customs fees, import and export licences and tariffs are the responsibility of the Customer.
10 Returns and cancellation rights for consumers customers
10.1 Consumer Customers have a legal right to cancel a contract at any time starting from the date of the confirmation of dispatch and ending 14 days from the day after they receive the Goods.This means that during the relevant period if the Consumer Customers changes its mind or for any other reason it decides it does not want to keep the Goods or any singular item, it can notify Bosta of its decision to cancel the Contract and receive a refund.
10.2 However, this cancellation right does not apply in the case of Goods made to the Consumer Customer’s specification or clearly personalised.
10.3 To cancel a Contract, please either:
a. complete the cancellation form on Bosta’s website. A link to the website cancellation form will be included in the Order. If the Consumer Customer uses this method Bosta will e-mail to confirm that it has received the Consumer Customer’s cancellation;
b. contact Bosta in writing to tell Bosta by sending an e-mail to the address provided on Bosta’s “Contact Us” website: https://www.bosta.co.uk/contact-us; or
c. using the form set out in Schedule 1 and returning it to the address provided on Bosta’s “Contact Us” website: https://www.bosta.co.uk/contact-us.
10.4 If the Consumer Customer sends its cancellation notice by e-mail or post, then the cancellation is effective from the date the Consumer Customer sent the e-mail or letter.
10.5 If the Consumer Customer cancels a Contract Bosta will:
a. refund the price paid for the Goods using the method that the Consumer Customer used to pay for the Goods. However, Bosta may reduce the refund to reflect any reduction in the value of the Goods, if this has been caused by the Consumer Customer’s handling them in a way which would not be permitted in a shop;
b. refund any delivery costs the Consumer Customer has paid in order to return the goods to Bosta, although the maximum amount Bosta will refund will be the cost of delivery by the least expensive delivery method Bosta offers.
c. make any refunds due to the Consumer Customer as soon as possible and in any event within 14 days of the day Bosta receives the Goods back from the Consumer Customer or (if the Consumer Customer has not received the Goods) within 14 days of the day the Consumer Customer informs Bosta of its decision to cancel.
10.6 If the Consumer Customer has returned the Goods to Bosta under this clause 10 because they are faulty or mis-described, Bosta will refund the price of a defective product in full, any applicable delivery charges, and any reasonable costs the Consumer Customer incurs in returning the item to Bosta.
10.7 If the Consumer Customer requests the supply of a service such as installation before the end of the 14 day cancellation period, Bosta will charge the Consumer Customer the cost of the supply of the service for the period for which it is supplied, ending with the time when Bosta is informed of the Consumer Customer’s decision to cancel the Contract.
10.8 If the Goods were delivered to the Consumer Customer:
a. the Consumer Customer must return the Goods to Bosta as soon as reasonably practicable.
b. unless the Goods are faulty or not as described (in this case, see clause 10.5), the Consumer will be responsible for the cost of returning the Goods to Bosta;
c. the Consumer Customer must keep the Goods in its possession and take reasonable care of the Goods while they are in its possession.
10.9 As a consumer, the Consumer Customer will always have legal rights in relation to Goods that are faulty or not as described which are not affected by the returns policy in this clause 10 or these terms.
11 Title and risk
11.1 The risk in the Goods is transferred to the Customer at the moment when the Goods arrive at the Delivery Location but are still on the carrier’s vehicle. For the avoidance of doubt, Bosta does not accept the risk in unloading the Goods.
11.2 Title to the Goods shall not pass to the Customer until the earlier of:
a. Bosta receives payment in full (in cash or cleared funds) for the Goods and any other goods that Bosta has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
b. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 11.4.
11.3 Until title to the Goods has passed to the Customer, the Customer shall:
a. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Bosta's property;
b. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
d. notify Bosta immediately if it becomes subject to any of the events listed in clause (b) to clause (d); and
e. give Bosta such information as Bosta may reasonably require from time to time relating to
I. the Goods; and
II. the ongoing financial position of the Customer.
11.4 Subject to clause 11.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Bosta receives payment for the Goods. However, if the Customer resells the Goods before that time:
a. it does so as principal and not as Bosta’s agent; and
b. title to the Goods shall pass from Bosta to the Customer immediately before the time at which resale by the Customer occurs.
11.5 At any time before title to the Goods passes to the Customer, Bosta may:
a. by notice in writing, terminate the Customer's right under clause 11.4 to resell the Goods or use them in the ordinary course of its business; and
b. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and 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.
12 Price and payment
12.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Bosta’s published price list in force as at the date of delivery.
12.2 Bosta may, by giving notice to the Customer at any time up to five Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
a. any factor beyond Bosta’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);b.
b. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
c. any delay caused by any instructions of the Customer or failure of the Customer to give Bosta adequate or accurate information or instructions.
12.3 The price of the Goods:
a. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Bosta at the prevailing rate, subject to the receipt of a valid VAT invoice; and
b. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer
12.4 Bosta may invoice the Customer for the Goods on or at any time after the completion of delivery.
12.5 The Customer shall pay each invoice submitted by Bosta:
a. within 30 days of the date of the invoice;
b. in full and in cleared funds to a bank account nominated in writing by Bosta; and
c. time for payment shall be of the essence of the Contract.
12.6 If the Customer fails to make a payment due to Bosta under the Contract by the due date, then, without limiting Bosta’s remedies under clauses 14, 15 and 16, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 12.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
12.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13 Limitation of liability
13.1 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d. defective products under the Consumer Protection Act 1987.
13.3 Subject to clause 13.2, Bosta's total liability to the Customer shall not exceed the total price of the Goods under the Order.
13.4 Subject to clause 13.2, the following types of loss are wholly excluded:
a. loss of profits;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of use or corruption of software, data or information;
f. loss of or damage to goodwill;
g. indirect or consequential loss;
h. any acts of third parties;
i. water damage and costs incurred for removing and/or (re)installing a pool, including the costs for emptying and filling the pool;
j. acts or failures to act by the Customer, his subordinates or anyone working for or on behalf of the Customer; and
k. the supply of incorrect and/or incomplete information by the Customer.
13.5 Any consequential or business damages or any other indirect damages, explicitly including damages caused by the removal of the supplied Goods, water damage not directly caused by a defect to the supplied Goods, immaterial damages, loss of profit, missed savings, business interruptions and relating damages will not be reimbursed.
13.6 This clause 13 shall survive termination of the Contract.
14 Termination by consumer customer
a. If what the Consumer Customer has bought is faulty or misdescribed itmay have a legal right to end the Contract (or to get the Goods repaired or replaced or a service reperformed or to get some or all of its money back);
b. If the Consumer Customer wants to end the Contract because of something Bosta has done or have told the Consumer Customer it is going to do, see clause 14.3; or
c. If Consumer Customer has just changed its mind about the Goods, see clause 10. The Consumer Customer may be able to get a refund if it is within the cooling-off period, but this may be subject to deductions and the Consumer Customer will have to pay the costs of return of any Goods.
a. Bosta has told the Consumer Customer about an upcoming change to the Goods or these terms which the Consumer Customer do not agree to;
b. Bosta has told the Consumer Customer about an error in the price or description of the Goods ordered and the Consumer Customer does not wish to proceed;
c. there is a risk that supply of the Goods may be significantly delayed because of events outside Bosta’s control;
d. Bosta has suspended supply of the Goods for technical reasons, or notifies the Consumer Customer that it is going to suspend them for technical reasons, in each case for a period of more than 2 months; or
e. the Consumer Customer has a legal right to end the Contract because of something Bosta has done wrong.
14.4 If the Consumer Customer ends the Contract for any reason after the Goods have been dispatched to it or it has received them, it must return them to Bosta at its own cost unless provided otherwise by statute or these terms. Please call customer services to arrange delivery or collection.
15 Bosta’s rights to end the contract with consumer customers
a. The Consumer Customer does not make any payment to Bosta when it is due and still does not make payment within 14 days of Bosta reminding them that payment is due;
b. The Consumer Customer does not, within a reasonable time of Bosta’s asking for it, provide Bosta with information that is necessary for Bosta to provide the Goods, for example, Delivery Location, Specification;
c. The Consumer Customer does not, within a reasonable time, allow Bosta to deliver the Goods or collect them from Bosta; or
d. The Consumer Customer does not, within a reasonable time, allow Bosta access to the Consumer Customer’s premises to supply any services.
15.2 The Consumer Customer must compensate Bosta if it breaks the Contract. If Bosta ends the Contract in the situations set out in clause 15.1 Bosta will refund any money that the Consumer Customer has paid in advance for Goods that Bosta has not provided but Bosta may deduct or charge reasonable compensation for the net costs it will incur as a result of the Consumer Customer breaking the Contract.
16 Bosta’s rights to end the contract with consumer customers
16.1 This clause 16 applies to Business Customers. It does not apply to Consumer Customers.
16.2 Without limiting its other rights or remedies, Bosta may terminate this Contract with immediate effect by giving written notice to the Business Customer if:
a. the Business Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
b. the Business Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
c. the Business Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
d. the Business Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
16.3 Without limiting its other rights or remedies, Bosta may suspend provision of the Goods under the Contract or any other contract between the Business Customer and Bosta if the Business Customer becomes subject to any of the events listed in clause (b) to clause (d), or Bosta reasonably believes that the Business Customer is about to become subject to any of them, or if the Business Customer fails to pay any amount due under this Contract on the due date for payment.
16.4 Without limiting its other rights or remedies, Bosta may terminate the Contract with immediate effect by giving written notice to the Business Customer if the Business Customer fails to pay any amount due under the Contract on the due date for payment.
16.5 On termination of the Contract for any reason the Business Customer shall immediately pay to Bosta all of Bosta’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Bosta shall submit an invoice, which shall be payable by the Business Customer immediately on receipt.
16.6 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
16.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
17 Termination with business customers
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for two months, the party not affected may terminate the Contract by giving 28 days’ written notice to the affected party.
18.1 Assignment and other dealings.
a. Bosta may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
b. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Bosta.
a. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause (b).
b. Each party may disclose the other party’s confidential information:
I. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 18.2; and
II. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
18.3 Intellectual property rights.
a. Unless otherwise agreed, Bosta retains the copyrights, as well as all other rights of intellectual property of the concepts, sketches, images, drawings, models, digital files, programs and offers/quotations provided. These documents and products remain the property of Bosta or its suppliers and may not be copied, shown to third parties, reverse engineered or used in any other way without explicit written consent, regardless of whether the Customer has been invoiced any costs regarding those documents and products. The Customer is held responsible to return these documents and/or products to Bosta at first request and shall be responsible for all Bosta’s costs and losses incurred as a result of any failure to do so.
18.4 Entire agreement.
a. If the Customer is a Business Customer, the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
b. If the Customer is a Business Customer, each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
18.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 18.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
a. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
b. Any notice or communication shall be deemed to have been received
I. if delivered by hand, at the time the notice is left at the proper address;
II. if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the two Business Day after posting.
c. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18.9 Third party rights.
a. This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
b. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
18.10 Governing law. The Contract, 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 or such other governing law as Bosta may select at its sole discretion.
a. A Consumer Customer can bring legal proceedings in respect of the Goods in the English courts or it domestic courts.
b. For Business Customers, except as set out below, for the benefit of Bosta, 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 letter or its subject matter or formation. Nothing in this paragraph 15.11(c) shall limit Bosta’s right to take proceedings against a Business Customer in the courts of Bosta’s choosing, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction