Terms and Conditions
Our Terms and Conditions of Business – Website Sales
NXTGENbps is part of BROADCAST & PRODUCTION SERVICES (UK) LTD (“BPS”) group. NXTGENbps supplies professional equipment and services to predominantly the media and entertainment industry and is primarily a business-to-business supplier.
As such the following terms and conditions of business apply to all sales. Please note that if you are dealing as a consumer, the additional provisions set out in Condition 24 below also apply to the sale.
1.General
1.1 These general terms and conditions (“Terms and Conditions”) apply to all offers, quotations and sales of goods and/or services by (“NXTGENbps”) to any purchaser or potential purchaser (“Buyer”). If NXTGENbps and Buyer have entered into a separate written contract relating to the sales of products, or the provision of services, including without limitation a reseller or distributor agreement these Terms and Conditions shall additionally apply to purchases under the separate agreement to the extent they are not inconsistent with the terms of the separate agreement.
1.2 Any agreement between NXTGENbps and Buyer shall be binding only if and to the extent that an individual order is expressly accepted by NXTGENbps in writing. NXTGENbps shall have full discretion in accepting or rejecting any order.
1.3 Except as set forth in Condition 1.1 above, these Terms and Conditions shall be exclusive of and prevail over all other terms and conditions, written or oral, implied by trade custom or course of dealing, wherever appearing or however introduced (including those in catalogues specifications or any Buyer general terms and conditions, request for quotation, order or confirmation) unless expressly otherwise agreed by NXTGENbps in writing. All other terms or conditions are expressly rejected by NXTGENbps. Buyer agrees to be bound by these Terms and Conditions whether or not expressly so stated in any order, confirmation or otherwise. Each deviation from or modification of these Terms and Conditions requires the express written agreement of NXTGENbps in each instance. Modification or waiver of any provision in one instance shall not constitute modification or waiver in any other instance.
1.4 Buyer may not without NXTGENbps’s prior written consent assign all or any of its rights under any contract incorporating these conditions.
2 Quotations
No quotation given by NXTGENbps verbally or written shall constitute an offer.
3 Specification
3.1 Goods are supplied in accordance with the relevant manufacturer’s standard specifications but NXTGENbps reserves the right for manufacturers to make such improvements and modifications in such specifications without prior notice as it or its suppliers consider desirable in the circumstances, without obligation to modify or change any goods previously delivered or to supply new goods in accordance with earlier specifications, unless NXTGENbps agrees otherwise in writing at the date of reservation of the goods.
3.2 If NXTGENbps or its suppliers wish to make any improvements or modifications to any goods to be supplied to Buyer that would affect form, fit or function NXTGENbps shall not implement such improvement or modification without the prior agreement of Buyer.
3.3 If Buyer wishes to change the specification of any goods to be supplied by NXTGENbps then NXTGENbps shall not be obliged to agree to such change. If NXTGENbps does agree to any proposed change requested by Buyer then NXTGENbps shall be entitled to adjust the price, delivery and warranty accordingly.
3.4 All technical information and particulars of goods and performance given by NXTGENbps are given as accurately as possible but are not to be treated as binding or as forming part of any contract with Buyer unless specifically confirmed or agreed by NXTGENbps in writing.
4 Packing
The specification for packaging the goods shall be entirely at the discretion of NXTGENbps who shall have the right to pack all goods in such manner, with such materials, and in such quantities as NXTGENbps thinks fit and shall not be obliged to comply with any packaging instructions or requests from Buyer. The cost of special packaging, if agreed or deemed necessary by NXTGENbps, shall be an additional charge.
5 Price
5.1 Unless otherwise accepted by NXTGENbps in writing the price of the goods shall be the relevant price in NXTGENbps’s current price lists at the date of stock reservation.
5.2 Prices are subject to alteration by NXTGENbps at any time without prior notice. NXTGENbps shall notify Buyer of any alteration in price, whereupon Buyer may cancel the contract (without liability to NXTGENbps) by giving notice in writing to NXTGENbps within 7 days.
5.3 In the case of pre-ordered goods that are purchased by NXTGENbps in a currency other than pounds sterling (GBP), final pricing is subject to fluctuation in foreign exchange rates and will be agreed between NXTGENbps and Buyer before completion of sale. Once pricing has been agreed and NXTGENbps has ordered the goods, Buyer may only cancel its order in accordance with Condition 17.
5.4 Buyer shall bear the cost of any applicable sales, value added, excise, or similar tax in relation to the goods unless Buyer provides NXTGENbps with a tax exemption certificate or licence acceptable to the taxing authorities before shipment. Prices are exclusive of VAT and other taxes, and ex-works (see below).
6 Pre-Orders
In the case of pre-orders where a manufacturer RRP isn’t available at the time of order, NXTGENbps will communicate final pricing to Buyer at the earliest possible opportunity. Buyer may cancel a pre-order provided it does so in accordance with Condition 17.
7 Delivery
7.1 All orders are subject to the cost of packing and carriage to Buyer’s nominated address in mainland United Kingdom by NXTGENbps’s standard method of transportation. Any requests from Buyer for delivery outside mainland United Kingdom or other than by NXTGENbps’s normal method of transportation are subject to NXTGENbps’s prior agreement and shall entitle NXTGENbps to adjust the price and delivery terms accordingly. Whilst NXTGENbps will use reasonable endeavours to keep to any agreed delivery date, it accepts no liability whatsoever for any loss or damage resulting from delay however caused nor shall late delivery or non-delivery be a basis for cancellation of any order by Buyer. NXTGENbps may make part deliveries. No partial delivery shall affect Buyer’s obligation to pay for any other part of the order.
7.2 The goods shall be at your risk from the time of delivery. You (and/or any person taking possession of the Goods on your behalf) shall be responsible to inspect the condition and quantity of the Goods, upon collection/delivery. Any alleged discrepancy in delivery must be notified to NXTGENbps in writing within 24 hours of receipt of goods. If Buyer fails to bring any such discrepancy to the attention of NXTGENbps in writing within such period, Buyer’s rights in respect thereof shall be deemed to have been waived.
8 Payment
Unless otherwise agreed in writing, all payments by Buyer for the goods and/or services shall be made to NXTGENbps within 30 days from date of NXTGENbps’s invoice. Without prejudice to NXTGENbps’s other rights and remedies including the right in any event to sue for the price whether or not the property in the goods has been passed, interest may be charged on the amount of any overdue account from the due date until the date of final settlement.
8.1 Prospective customers wishing to open a credit account will be requested to furnish two trade references and one banker’s reference. Until the opening of the account has been confirmed delivery will not be made unless cleared payment has been received with the placement of an order or made against a NXTGENbps proforma invoice.
8.2 NXTGENbps must be satisfied as to the Buyers credit worthiness and without generality to the foregoing NXTGENbps may, in its absolute discretion having informed the buyer that the goods and/or services are ready for delivery, refrain from delivering the goods until such time as the buyer renders the purchase money to NXTGENbps in a form satisfactory to them.
8.3 Value Added Tax is charged on UK and EU sales at the prevailing rate on the value of the invoice. VAT will not be charged to VAT registered non-UK EU companies who provide their VAT registration number at the point of sale.
8.4 NXTGENbps reserve the right to suspend deliveries if any prior invoice is outside the agreed terms, and will charge interest on overdue amounts from the due date until the date payment is received, both before and after any judgment, at a rate of 2% per month.
8.5 NXTGENbps reserve the right to make limited goods such as used goods or special orders available to other Buyers when the goods have originally been allocated to a finance application that has been on referral for more than 7 days. If a finance application goes on referral it is because the finance company requires more information from the Buyer and it is the Buyers responsibility to ensure that it is resolved quickly.
9 Risk
The risk of loss or damage to the goods shall pass to Buyer upon delivery of the goods at Buyer’s authorised trading premises specified in the order by Buyer or to a carrier on Buyer’s behalf (whichever is sooner) whereupon Buyer shall be responsible for obtaining and paying for appropriate insurance. Buyer accepts that in signing for delivery of goods from NXTGENbps that they have checked that all items ordered are present and correct. NXTGENbps shall have no liability for presence and/or condition of goods once Buyer (or Buyer’s representative) has signed for delivery.
10 Property in Goods
10.1 NXTGENbps shall retain title to the goods until it has received payment in full of all sums due and/or owing in connection with the supply of all goods and services to Buyer at any time. For these purposes NXTGENbps has only received payment when irrevocably credited to its bank account.
10.2 If any goods owned by NXTGENbps are attached to, mixed with, or incorporated into other goods not owned by NXTGENbps, and are not identifiable or separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in NXTGENbps and shall be retained by NXTGENbps for as long as and on the same terms on which it would have retained title to the goods in question.
10.3 Buyer shall store goods owned by NXTGENbps in such a way that they are clearly identifiable as NXTGENbps’s property, shall maintain records of such goods identifying them as NXTGENbps’s property, of the persons to whom it sells or disposes of such goods and of the payment made by such person for such goods. It will allow NXTGENbps to inspect these records and the goods themselves on request. All goods supplied by NXTGENbps in Buyers possession shall be presumed to belong to NXTGENbps (unless Buyer can prove otherwise).
10.4 NXTGENbps shall be entitled to trace the proceeds of sale and any insurance proceeds received in respect of goods owned by NXTGENbps immediately prior to their sale. Such proceeds shall be held by Buyer on trust for NXTGENbps.
10.5 If buyer fails to make any payment to NXTGENbps when due, enters into bankruptcy, liquidation or receivership or a composition with its creditors, has a receiver, administrator, or manager appointed over all or part of its assets, or becomes insolvent, or ceases to trade or if NXTGENbps has reasonable cause to believe that any of these events is likely to occur, NXTGENbps shall have the right, without prejudice to any other remedies;
10.5.1 to enter without prior notice any premises where goods are owned by NXTGENbps may be, and to repossess and dispose of any goods owned by NXTGENbps so as to discharge any sums owed to NXTGENbps by Buyer
10.5.2 to require Buyer not to resell or part with possession of any goods owned by NXTGENbps until Buyer has paid in full all sums owed by it to NXTGENbps and
10.5.3 to withhold delivery of any undelivered goods and stop any goods in transit. Unless NXTGENbps expressly elects otherwise any contract between NXTGENbps and Buyer for the supply of goods shall remain in existence notwithstanding any exercise by NXTGENbps of its rights under this clause.
11 Claims
Any complaints against NXTGENbps (other than those referred to in clause 6) must be made within one month of the date upon which Buyer became aware or ought to have become aware of the circumstances giving rise to the complaint. All complaints not so filed are waived.
12 Warranty
12.1 NXTGENbps warrants that goods sold hereunder shall be free of defects in materials and workmanship and will conform to any agreed specification(s) at the time of delivery and for such period thereafter, if any, as notified by NXTGENbps to Buyer in writing. If Buyer alleges that the goods were defective at the time of delivery to Buyer, Buyer shall forthwith notify NXTGENbps in writing of the alleged defects and shall, at NXTGENbps’s option, return the goods and packing at its own expense tov or, or where so directed, hold the goods and packing for inspection by NXTGENbps. If the goods are proved to have been defective at the time of delivery NXTGENbps undertakes to arrange for the repair or replacement of such defective goods free of charge.
12.2 The express warranty and undertaking above shall be the full extent of NXTGENbps’s liability in respect of the sale of goods or supply of services. Accordingly, NXTGENbps disclaims all other liability for loss or damage howsoever caused arising out of the purchase, possession, sale or use by buyer of any goods or services provided and all other terms, conditions, and warranties express or implied whether statutory, arising out of trade usage or otherwise are hereby excluded. In no event shall NXTGENbps be liable for any special, incidental or consequential damages including, but not limited to the infringement of any intellectual property rights, delays, or inaccurate information or advice.
13 Confidential Information
13.1 Buyer shall not, without NXTGENbps’s written consent, disclose to any third party any secret or confidential information supplied by NXTGENbps to Buyer. For the purpose of this clause, any quotation, render, offer or similar document and all contents thereof and all items referred to therein shall be deemed to be confidential
13.2 Buyer shall not copy or reproduce drawings, specifications, or other written material supplied by NXTGENbps in connection with the goods or any of the goods themselves or any part thereof.
14 Compliance with Laws
Buyer expressly agrees that it will not export or permit export of any NXTGENbps goods, or use or permit the use of any NXTGENbps goods, other than in accordance with all applicable laws (including complying with and obtaining appropriate permits in accordance with all applicable export and custom laws).
15 Force Majeure
NXTGENbps shall, without prejudice to any other provisions hereof, be entitled to cancel or rescind any contract and shall not be liable for any loss or damage if its ability to perform its obligations under the contract is in any way adversely affected for any reason whatsoever not within NXTGENbps’s control, or by commercial unfeasibility including the failure by NXTGENbps’s suppliers to fulfil their obligations, the denial or cancellation of necessary permits or licenses or substantial increases in the costs of performance.
16 Buyer’s Default
Should Buyer make default in any payment or otherwise be in breach of its obligations to NXTGENbps under these Terms and Conditions or compound with or execute an assignment for the benefit of it’s creditors or commit any act of bankruptcy or being a company enter into voluntary or compulsory liquidation or suffer a receiver, administrator or manager to be appointed over all or part of its assets or take or suffer any similar action in consequence of debt, NXTGENbps may, without prejudice to any other rights, cancel any undelivered or uncompleted portion of the order and stop any goods in transit.
17 Cancellation of Orders
17.1 No cancellation of any order by Buyer shall be accepted by NXTGENbps unless:
(i)The cancellation is received by NXTGENbps in writing; and
(ii) NXTGENbps accepts the cancellation in writing and is paid by buyer (a) the sales value to NXTGENbps of that part of the goods completed and work done in connection with the order; (b) the sales value of any items or materials bought by NXTGENbps which cannot reasonably be used elsewhere by NXTGENbps and (c) any other costs and liabilities which NXTGENbps incurs by reason of Buyer’s cancellation.
17.2 Any extra cost or liability incurred by NXTGENbps due to suspension of work or of deliveries or lack of or mistaken instructions from Buyer or to any interruptions or delays attributable to Buyer shall be added to the price of the goods and/or services and paid for by Buyer.
17.3 Goods supplied in accordance with Buyer’s order cannot be accepted for return without the advanced written consent of NXTGENbps via the issuance of an official RMA (Returned Materials Authorisation) number. This must be obtained by contacting us by telephone on +44 020 8491 1199 or e-mail and is subject to the following conditions:
(i) You have changed your mind and wish to cancel the order and return the goods in their original unopened and undamaged packaging within 14 days of the date of our invoice. In this case, a handling charge/re-stocking fee of 25% will be applicable. Shipping charges are not refundable. Both the 25% and our original shipping charges will be deducted from the total refund. The Buyer is responsible for returning the goods to NXTGENbps ** and any refund will not be given until the goods have been checked and accepted by NXTGENbps and manufacturer on receipt.
(ii) If you believe your goods to be faulty and you wish to return them complete, undamaged and with their original packaging for a full refund this must be done within 14 days of the date of our invoice. Buyer is responsible for returning the goods to NXTGENbps **. A refund will not be given until the goods are confirmed to be faulty by a NXTGENbps technician.
(iii) You believe your goods to be faulty and wish to return them for repair/replacement under the manufacturer’s warranty. Buyer is responsible for returning the goods to NXTGENbps ** Once the goods have been received, a NXTGENbps technician will confirm the fault and where the goods are confirmed to be faulty, a repaired or replacement product (in accordance with the manufacturers’ warranty conditions) will be sent to the customer. We reserve the right to charge for the shipping charges incurred during the return of the goods to customer. If the goods are not found to be faulty a handling and testing charge will be payable by the customer along with shipping charges.
(iv) If such consent is given a re-stocking charge of 25% will be made. Returned goods must be unused, undamaged and complete with all original and undamaged packaging and then packed in an additional outer box or covering to ensure that the product and its original packaging are returned without damage. Returned goods must be of current design and must be sent carriage paid and at Buyers risk. Computer software and hardware / software bundles are not eligible for return unless they remain sealed in their original packaging. NXTGENbps are unable to authorise the return of special order and non-stock items.
**Please note that NXTGENbps accepts no liability for loss or damage that may occur to goods being shipped to us and therefore we recommend that Buyers undertake additional insurance with their chosen carrier as a precautionary measure. Goods being returned are to be shipped to NXTGENbps’s Hampton address. Collection of goods to be returned can be arranged; however the cost of this service will be borne by the customer.
18 Waiver
No failure or delay by NXTGENbps in exercising any of its rights under these Terms and Conditions shall operates a waiver thereof nor shall any single defective or partial exercise thereof preclude any other or further exercise of that or any other right.
19 Software
All Software products supplied by NXTGENbps (whether embedded in ROMs or other hardware or contained on disks or other media) including all related manuals and documentation (collectively “Software”) are proprietary to their respective manufacturers and are copyrighted with all rights reserved.
All Software received by Buyer is delivered subject to the terms of the related license agreement as provided by the relevant software manufacturer.
(a) NXTGENbps does not warrant that functions contained in the Software shall meet Buyer’s requirements. NXTGENbps makes no warranty for the performance or suitability of any supplied software.
(b) Software cannot be returned for refund or replacement.
(c) Buyer acknowledges that it shall have no rights in the Software or any trade mark, trade name, or service mark used in association with the Software.
(d) In all cases, whether or not expressly contained in the related license, Buyer agrees not to (i) disassemble, decompile, reverse engineer, merge or combine with other software, copy, translate, adapt, vary or modify any Software (in whole or in part), (ii) communicate or disclose any Software (in whole or in part) to any third party, or (iii) distribute any Software (in whole or in part) in any form except as expressly permitted by applicable law.
(e) Save as provided in this Clause 18. no warranty of any type is deemed implied and is expressly excluded, and in no case shall NXTGENbps be deemed responsible for indirect damages or other damages suffered by Buyer as a result of the acts or omissions of NXTGENbps.
20 Goods Supplied on Loan or Hire
20.1 Goods provided to Customers on loan or hire will be subject to an agreed return date and all goods are at the discretion of NXTGENbps. Failure to return the goods on/by the date agreed will be subject to a daily charge. The charge will be notified in writing by NXTGENbps on expiry date of the loan or hire.
20.2 The Customer will insure the goods with an insurance company of good repute or with Lloyds Underwriters against loss or damage from all risks. All losses must be paid for.
20.3 If the goods are returned in poor condition or without the original packaging NXTGENbps has the right not to accept the return and invoice the Customer for the full sales price of the goods, together with their costs arising from such a return.
21 Used Goods
From time to time Used Equipment becomes available for sale. This equipment is sold without warranty unless otherwise stated in writing from NXTGENbps.
22 Proper Law
These Terms and Conditions shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose. If any provision is declared void or unenforceable by a court of competent jurisdiction with respect to particular circumstances, such provision shall remain in full force and effect in all other circumstances. If any provision is declared entirely void or unenforceable by a court of competent jurisdiction all other provisions of these Terms and Conditions shall remain in full force and effect.
23 NXTGENbps Additional Terms and Conditions for Sale of Spare Parts
All spare parts purchased from NXTGENbps are supplied with manufacturers’ warranty only.
Return of unwanted spare parts without completion of our RMA (Returned Materials Authorisation) form and issuance of an official RMA number is not accepted. Please therefore contact the NXTGENbps on + 44 20 8941 1199 to be provided with a RMA number before you return any goods to us.
NXTGENbps accepts no responsibility for shipping costs associated with the return of spare parts.
Individual parts with a value in excess of £250+VAT each that have been ordered in error may be returned for credit within 10 days of purchase provided they are returned unused and in their original and unopened packaging.
Any non-faulty part below £250+VAT is not eligible for return.
An administration charge of 20% of the invoice price will be applied to all returns of goods correctly supplied.
24 Additional Terms and Conditions for Sale to “Consumers”
24.1 Whilst NXTGENbps is primarily a business-to-business supplier and as such contracts for the sale of goods outside the Consumer contracts (Information, Cancellation and Additional Charges) Regulations 2013, we recognise that in some instances consumers will purchase goods from us. In these circumstances, the following additional provisions take effect and are effectively incorporated into these Terms and Conditions.
Cancelling Goods
24.2 Buyer can cancel their order in writing within 14 days of receipt. If the order consists of multiple goods, the 14 days runs from when the last part of the order was fulfilled.
24.3 The goods must be returned within 14 days of cancellation by the Buyer.
24.4 NXTGENbps will provide a refund within 14 days of receiving goods. NXTGENbps will make a deduction from the amount refunded if the value of the goods has been reduced as a result of Buyer/representatives of Buyer handling the goods more than was necessary.
24.5 The cost of returning the items to NXTGENbps will be met by the Buyer.
24.6 NXTGENbps may have to cancel an order before goods are delivered due to an event outside our control or the unavailability of stock. If this happens:-
NXTGENbps will promptly contact Buyer and
(ii) if any payment has been made in advance for goods that have not been delivered a refund will be made.
25 How we Use your Personal Information (Data Protection)
25.1 We have a full and detailed privacy statement. For full details refer to our website. NXTGENbps employs the SSL (Secure Socket Layer) encryption standard in all secure areas, including login pages, customer information and payment details. Provided that you are using an SSL compliant browser such as Chrome, Edge, Microsoft’s Internet Explorer, Opera or Firefox, you will be able to conduct encrypted transactions without fear of any intermediary obtaining your card payment information.
25.2 We may use your IP (Internet Protocol) address to help diagnose problems with our server and to administer our website. Your IP address is also used to help gather broad demographic information. A disk-based cookie (non session) is used for identification.
25.3 Our site registration and order form requires you to give us contact information (such as name, email and postal address) unique identifiers (such as username and password), demographic information (such as postcode) and financial information (such as account reference and transaction values). This data is securely stored for use in all our marketing communications and analysis databases.
26 Disclaimers
26.1 NXTGENbps make no guarantee that the product and services and functionality of the website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. NXTGENbps make no guarantee of any specific results from the use of their services.
26.2 No part of this website is intended to constitute advice and the Content of this website should not be relied upon when making any decisions or taking any action of any kind.
26.3 No part of this website is intended to constitute a contractual offer capable of acceptance.
26.4 Whilst NXTGENbps use all reasonable endeavours to ensure that the website is secure and free of errors, viruses and other malware, you are strongly advised to take responsibility for your own internet security, that of your personal details and their computers.
27 Changes to Service
NXTGENbps reserve the right to change the website its content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the website following the changes. If NXTGENbps are required to make any changes to Terms and Conditions pertaining to the sale of goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in future.
28 Availability of the Website
28.1 The website and any service provided therein is provided “as it” and on an “as available” basis.
NXTGENbps give no warranty that the website or any service will be free of defects and/or faults. To the maximum extent permitted by the law NXTGENbps provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
28.2 NXTGENbps accept no liability for any disruption or non-availability of the website resulting from external causes including, but not limited to ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
29 Limitation of Liability
To the maximum extent permitted by law, NXTGENbps accept no liability of any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the website or any information contained therein. You should be aware that you use the website and its content at your own risk.
30 Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and conditions shall prevail unless it is expressly stated otherwise.
For further details please call us on +44 20 8941 1199