BVM Terms and Conditions

TERMS AND CONDITIONS OF SALE: BVM Ltd – August 2026

1. ACCEPTANCE OF ORDER AND EXPIRY DATE

1.1 Orders are accepted only upon, and subject to, these Terms and Conditions of Sale (the “Conditions”). Unless expressly accepted by BVM in writing, any additional or different terms proposed by the Buyer in any written or printed document shall not form part of the contract.
1.2 Unless previously withdrawn, or specified otherwise, a quotation given by BVM shall remain open for acceptance for 30 days from its date, after which it shall automatically expire.
1.3 No binding contract for the sale of goods shall come into existence until BVM has given the Buyer written confirmation of acceptance of the Buyer’s order.

2. APPLICATION TO BUSINESS BUYERS

2.1 These Conditions apply exclusively to contracts for the sale of goods where the Buyer is contracting wholly or mainly for purposes relating to its trade, business, craft or profession. BVM sells to business customers only and does not offer its products for sale to consumers. By placing an order, the Buyer confirms that it is contracting otherwise than as a consumer within the meaning of the Consumer Rights Act 2015 and the Unfair Contract Terms Act 1977, and these Conditions are to be interpreted accordingly.
2.2 Nothing in these Conditions is intended to, or shall, exclude or limit any liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

3. DELIVERY

3.1 Any date named by BVM for despatch of goods is an estimate only, given in good faith based on information available at the time of quotation, and is not of the essence of the contract. BVM will use reasonable endeavours to despatch goods within the estimated period and will notify the Buyer promptly, with a revised estimate, if it becomes aware that a delay is likely.
3.2 Except as set out in clause 3.3, BVM shall have no liability for late despatch or delivery, however caused, and a delay in despatch or delivery shall not, of itself, constitute a breach of contract.
3.3 Where despatch of an order is delayed by more than 30 days beyond the originally estimated despatch date, for reasons other than the Buyer’s own act or omission or a Force Majeure Event (see clause 14), the Buyer may cancel the delayed portion of the order by written notice to BVM, without penalty or liability to BVM, and without prejudice to the remainder of the order.
3.4 Where drawings, specifications, instructions or materials are to be supplied by the Buyer, the Buyer shall supply the same, and shall be wholly responsible for their accuracy, in reasonable time to enable BVM to despatch within the estimated period.
3.5 Where goods are to be delivered in instalments, each instalment shall constitute a separate contract, and a failure by BVM to deliver any one or more instalments in accordance with these Conditions shall not, of itself, entitle the Buyer to treat the contract as a whole as repudiated.

4. PRICES

4.1 Prices quoted by BVM are valid for the period stated in the quotation or, if no period is stated, for 30 days from the date of the quotation.
4.2 BVM reserves the right to vary its prices to reflect changes in the cost of raw materials, labour, currency exchange rates or other factors outside its reasonable control, or to reflect a change in the Buyer’s own design requirements.
4.3 Where a price variation would affect the un-despatched portion of an order already placed, BVM shall give the Buyer at least 30 days’ written notice before the revised price takes effect on that portion. If the Buyer does not wish to accept the revised price, the Buyer may cancel the affected un-despatched portion of the order by written notice given within that 30-day period, without penalty.
4.4 All prices are quoted exclusive of VAT, which shall be charged at the prevailing rate where applicable.

5. TERMS OF BUSINESS

5.1 Customers with an approved credit account shall make payment in full within 30 days of the date of BVM’s invoice. Where no credit account has been approved, payment shall be made by a pro forma invoice.
5.2 BVM reserves the right to charge interest on overdue accounts at the rate prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 (currently the Bank of England base rate plus 8% per annum), together with any statutory compensation to which BVM is entitled under that Act.

6. CARRIAGE AND SHIPPING

6.1 BVM will provide standard shipping to UK mainland delivery addresses free of charge on orders with a net goods value (excluding VAT) of £1,000 or more. For orders below this threshold, a charge for packing and shipping, will be added to the invoice.
6.2 Delivery addresses outside the UK mainland (including the Scottish Highlands and Islands, the Channel Islands, and Northern Ireland) may incur a supplementary carriage charge, which will be notified to the Buyer prior to despatch, notwithstanding clause 6.1.
6.3 Where the Buyer requests expedited, tracked, insured, or other non-standard delivery, any additional carriage cost will be charged to the Buyer and notified prior to despatch.
6.4 Shipments for export outside the UK are governed by clause 22 (Export Terms), notwithstanding clauses 6.1 to 6.3.

7. WARRANTIES

7.1 BVM’s employees and agents are not authorised to make any representation or warranty concerning the goods unless confirmed by BVM in writing, and the Buyer agrees not to rely on any representation or warranty that has not been so confirmed.
7.2 Subject to clause 7.3, BVM warrants that, for a period of 12 months from the date of delivery, the goods will be free from material defects in materials and workmanship and will conform in all material respects to the specification agreed between the parties. BVM’s sole obligation, and the Buyer’s sole remedy, for breach of this warranty shall be, at BVM’s option, to repair, replace, or issue a credit note for the affected goods, in accordance with clause 10.
7.3 The warranty at clause 7.2 does not apply to the extent a defect arises from: fair wear and tear; misuse, incorrect installation, or use of the goods otherwise than in accordance with BVM’s instructions or the agreed specification; modification or repair carried out by a party other than BVM without BVM’s written consent; or use of the goods in combination with third-party hardware, software or materials not approved by BVM.
7.4 Except as set out in clause 7.2, and except for any liability which cannot lawfully be excluded (see clause 2.2), all other warranties and conditions, express or implied, statutory or otherwise, as to the quality of the goods or their fitness for any purpose are excluded to the fullest extent permitted by law.
7.5 BVM and the Buyer acknowledge that BVM’s products may be used by the Buyer or third parties for purposes over which BVM has no control, and the exclusions at clause 7.4 apply accordingly to any such use.
7.6 Without prejudice to any other provision of these Conditions, and except for any liability which cannot lawfully be excluded, BVM’s total liability to the Buyer for any direct loss or damage arising out of or in connection with the supply of goods shall not exceed the price paid by the Buyer for the goods giving rise to the claim. Subject to the foregoing, BVM shall not be liable to the Buyer for any indirect or consequential loss or damage, including loss of profit, loss of business, or loss of goodwill, whether arising from negligence, breach of contract or otherwise.

8. SHORTAGES, DAMAGE AND/OR LOSS IN TRANSIT

8.1 Claims for damage to, or partial loss of, goods in transit must be submitted in writing to both the carrier and BVM within 10 business days of delivery.
8.2 Claims for non-delivery of a whole consignment must be submitted in writing to both the carrier and BVM within 14 business days of the expected delivery date.
8.3 BVM will not unreasonably reject a claim submitted outside the periods in clauses 8.1 or 8.2 where the Buyer can show it notified BVM as soon as was reasonably practicable after becoming aware of the issue. Subject to this, and in the absence of a timely claim, the goods shall be deemed to have been delivered in accordance with the contract.

9. SPECIFICATION, TEST AND INSPECTION

9.1 BVM reserves the right to make changes to the specification of the goods at any time, whether before or after a contract is created, provided that any such change does not materially affect the form, fit, function, performance, or regulatory compliance of the goods.
9.2 BVM shall give the Buyer reasonable prior written notice of any such change. Where a change could reasonably be expected to affect the Buyer’s own qualification, certification, or downstream compliance requirements, BVM shall, on request, discuss with the Buyer a reasonable transition period or last-time-buy opportunity before the change takes effect.
9.3 Unless otherwise agreed in writing, all testing and inspection specified by the Buyer, or implied by the Buyer’s order, shall (in accordance with BVM’s normal practice) be carried out at BVM’s premises. The Buyer may, on reasonable notice and at its own cost, attend, or arrange for a third party to attend, such testing and inspection.
9.4 Subject to clauses 7, 8 and 10, the goods shall be deemed accepted unless the Buyer notifies BVM in writing of any material non-conformity reasonably discoverable on inspection within 10 business days after delivery. This clause does not affect a claim for a latent defect notified within the warranty period in clause 7.2.
9.5 BVM shall not be liable for any inability or delay in supplying goods caused by component obsolescence, a manufacturer end-of-life notice, allocation, or discontinuation by a third-party supplier. BVM may substitute an equivalent component or product where reasonably practicable, provided that the substitution does not materially adversely affect form, fit, function, performance or regulatory compliance. Where a substitution could reasonably affect the Buyer’s qualification, certification or downstream compliance requirements, clause 9.2 shall apply.

10. DEFECTIVE GOODS

10.1 Without prejudice to clause 7, goods represented by the Buyer to be defective or not conforming to the contract, and accepted by BVM as such, shall be repaired, replaced, or credited in accordance with clause 7.2. Where BVM confirms that goods are defective or non-conforming, BVM shall also reimburse the Buyer’s reasonable, evidenced freight costs of returning the affected goods to BVM.
10.2 Except as set out in clause 7.6, this clause shall not form the basis of any claim for work done by the Buyer, other costs or expenses, loss of profit, or any claim arising through re-sale, nor shall such a claim be accepted as grounds for cancelling the remainder of the order.

11. INFRINGEMENT OF PATENTS OR REGISTERED DESIGNS

11.1 The Buyer shall indemnify BVM against all damages, penalties, costs and expenses for which BVM may become liable as a result of work done in accordance with the Buyer’s specification which involves infringement, or alleged infringement, of a patent, registered design, or any other intellectual property right.
11.2 All intellectual property rights in or relating to the goods and any designs, drawings, specifications, software, firmware, documentation, know-how, modifications, enhancements or derivative works created or supplied by or on behalf of BVM shall remain vested in BVM or its licensors. No such rights are assigned to the Buyer unless BVM expressly agrees otherwise in writing.
11.3 Subject to payment in full, the Buyer is granted a non-exclusive, non-transferable licence to use BVM documentation and other materials supplied with the goods solely to install, operate, maintain and support the goods for their intended purpose. The Buyer shall not disclose, reproduce or use those materials for manufacture or procurement from a third party without BVM’s prior written consent.
11.4 The Buyer retains ownership of intellectual property rights in specifications, drawings and materials supplied by the Buyer. The Buyer grants BVM a non-exclusive, royalty-free licence to use them to perform the contract and warrants that BVM’s use of them for that purpose will not infringe any third-party rights.

12. BUYER’S INSOLVENCY

If the Buyer defaults in, or commits any breach of, its obligations to BVM, or if any distress or execution is levied upon the Buyer, or the Buyer offers an arrangement with creditors or commits any act of bankruptcy or insolvency, or any petition in bankruptcy is presented against the Buyer, or (being a company) any resolution or petition to wind up the Buyer (other than for amalgamation or reconstruction) is passed or presented, or an administrator or administrative receiver is appointed over the whole or part of the Buyer’s assets, BVM shall have the right forthwith to terminate, by written notice to the Buyer, any contract then subsisting, without prejudice to any other claim or right BVM may have.

13. DEFAULT OF PAYMENT

Should the Buyer default in paying any sum due under any contract when due, or be in breach of any contract, BVM shall have the right, with or without notice, either to suspend further deliveries until the default is remedied, or to terminate any contract then subsisting as to any further goods to be delivered, without prejudice to any other claim or right BVM may have.

14. FORCE MAJEURE

14.1 Neither party shall be liable to the other for any delay in performing, or failure to perform, any of its obligations under a contract (other than an obligation to make a payment already due) to the extent that such delay or failure results from a Force Majeure Event.
14.2 A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party, including but not limited to: acts of God, fire, flood, storm or other natural disaster, war, invasion, act of foreign enemies, hostilities, terrorism, riot or civil commotion; epidemic or pandemic; government action, sanctions, embargo, or change in law or regulation; strikes, lock-outs or other industrial action (whether affecting the affected party’s own workforce or that of a third party); failure or shortage of power, fuel, transport, telecommunications or internet services; failure of a supplier or subcontractor to deliver materials or components; and shortage of semiconductors, components, or raw materials affecting the electronics industry generally.
14.3 A party seeking to rely on this clause shall notify the other party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event, giving reasonable details of the event and its likely effect on performance, and shall use reasonable endeavours to mitigate its effect and to resume performance as soon as reasonably possible.
14.4 The affected party’s obligations shall be suspended for the duration of the Force Majeure Event. If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate the affected order (or the affected part of it) by written notice to the other, without liability, save for payment for goods already delivered or accepted.

15. CANCELLATION

15.1 The Buyer may cancel or suspend an order only with BVM’s written consent, and on terms that indemnify BVM against its reasonable, evidenced costs and liabilities actually and irrevocably incurred in performing the order up to the date of cancellation, including committed materials, work in progress, and non-cancellable third-party commitments. Where an order calling for scheduled delivery is placed for a period of three months or more, BVM may manufacture the goods in batches up to the total quantity of the order; on request, BVM will confirm to the Buyer its intended production/batching schedule so that the Buyer can understand its cancellation exposure at any given point in the order.
15.2 In the event of cancellation or postponement of a programmed order, BVM reserves the right to invoice, for goods not yet despatched, at the price applicable at the time the order was placed, adjusted only to the extent a price variation notice has already taken effect under clause 4.

16. RETURN OF GOODS

16.1 Goods manufactured, assembled, configured, modified, programmed, branded, sourced or otherwise specially produced or procured to the Buyer’s requirements, including non-stock items and goods subject to a non-cancellable commitment to a manufacturer or supplier (collectively, “Customised Goods”), may not be cancelled or returned unless BVM expressly agrees otherwise in writing. This restriction does not affect the Buyer’s rights in respect of Customised Goods that are defective or do not conform to the contract in accordance with clauses 7 and 10.
16.2 Where BVM agrees in writing to accept the cancellation or return of Customised Goods that are not defective or non-conforming, the Buyer shall reimburse BVM for all reasonable, evidenced costs and liabilities actually and irrevocably incurred, including committed materials, engineering and configuration work, work in progress, testing, handling, restocking and non-cancellable third-party commitments. BVM may deduct those amounts from any credit due or invoice them separately.
16.3 Subject to BVM’s prior written agreement, standard stock goods incorrectly ordered by the Buyer may be accepted for return within two months of receipt, provided that they are unused, undamaged, complete and in their original packaging. A restocking charge reflecting BVM’s reasonable handling and resale costs, capped at 20% of the goods value and subject to a minimum charge of £50, will apply. Acceptance of a return is not conditional upon the Buyer placing a replacement order.
16.4 Before returning any goods containing storage media or data, the Buyer shall make an appropriate backup and remove confidential, personal or commercially sensitive data where reasonably practicable. BVM may erase or replace storage media in the course of inspection, repair or replacement and, to the fullest extent permitted by law, shall not be liable for loss, corruption or disclosure of data remaining on returned goods.

17. RISK

Where the goods are delivered to the Buyer in the UK, risk in the goods shall pass to the Buyer on delivery. Where the goods are delivered to the Buyer outside the UK, the provisions of clause 22 (Export Terms) shall apply.

18. RESERVATION OF TITLE

18.1 Notwithstanding delivery and passing of risk, or any other provision of these Conditions, property in the goods shall not pass to the Buyer until BVM has received, in cash or cleared funds, payment in full of the price of the goods and of all other sums then due from the Buyer to BVM.
18.2 Until such time as property in the goods passes to the Buyer (and provided the goods are still in existence and have not been resold), BVM shall be entitled at any time to require the Buyer to deliver up the goods to BVM and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer, or of any third party where the goods are stored, to repossess the goods.

19. INDEMNITY

The Buyer shall indemnify BVM in respect of all damage or injury to personal property, and against any actions and expenses in connection therewith for which BVM may become liable in respect of the goods sold, where the damage or injury is caused by the negligence of the Buyer or its servants or agents.

20. CONSTRUCTION

This contract shall be construed in all respects as an English contract and in conformity with English law, and the parties submit to the exclusive jurisdiction of the English courts.

21. SEVERABILITY

If any provision of these Conditions is held by a court or other competent authority to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and, where possible, the invalid provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving its original intent as closely as possible.

22. EXPORT TERMS

22.1 In these Conditions, “Incoterms” means the International Rules for the Interpretation of Trade Terms of the International Chamber of Commerce as in force at the date the contract is made. Any term defined in Incoterms shall have the same meaning in these Conditions, save that these Conditions shall prevail in the event of any conflict.
22.2 Where the goods are supplied for export from the UK, this clause 22 shall (subject to any special terms agreed in writing) apply notwithstanding any other provision of these Conditions, including clause 6 (Carriage and Shipping).
22.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination, and for the payment of any duties thereon.
22.4 Unless otherwise agreed in writing, the goods shall be delivered FCA the air or seaport of shipment, and BVM shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
22.5 The Buyer shall be responsible for arranging testing and inspection of the goods at BVM’s premises before shipment. BVM shall have no liability for any claim in respect of a defect that would have been apparent on such inspection and is raised after shipment, nor for damage occurring in transit.
22.6 Payments for all amounts due to BVM shall be made by irrevocable letter of credit opened by the Buyer in favour of BVM and confirmed by a UK bank acceptable to BVM, or, where BVM has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement, by such other payment method (including open account terms, for Buyers with an established trading history and approved credit) as BVM may agree.
22.7 The Buyer shall comply with all applicable export control, sanctions, customs and trade laws and shall not export, re-export, transfer, supply or use the goods in a manner that would cause BVM or any member of BVM’s supply chain to breach such laws.
22.8 The Buyer shall, on request, promptly provide information reasonably required by BVM to conduct export-control, sanctions, destination, end-user and end-use checks. BVM may refuse, suspend or cancel an order or delivery without liability where BVM reasonably considers that performance may breach applicable law or expose BVM or its supply chain to sanctions or regulatory action. The Buyer shall remain liable for goods already delivered and for BVM’s reasonable, evidenced, irrevocably committed costs, except to the extent the concern arises solely from BVM’s own breach.

23. SOFTWARE AND FIRMWARE

23.1 Software and firmware supplied with or embedded in the goods are licensed, not sold, and are subject to any licence terms supplied by BVM or the relevant third-party licensor. To the extent BVM has the right to grant such a licence and no separate terms apply, BVM grants the Buyer a non-exclusive, non-transferable licence to use the software and firmware solely with the goods and for their intended purpose.
23.2 Except to the extent expressly permitted by applicable law and incapable of exclusion, the Buyer shall not copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works from software or firmware supplied with the goods, nor remove any proprietary notice.
23.3 Third-party and open-source software may be subject to separate licence terms, which shall prevail in relation to that software. BVM does not grant rights greater than those granted to BVM by the relevant licensor.

24. CYBERSECURITY

24.1 The Buyer acknowledges that no hardware, software, firmware, network or communications system can be guaranteed to be completely secure or free from vulnerabilities. Except where expressly agreed in writing, BVM does not warrant that the goods will be immune from cyberattack, malware, unauthorised access, vulnerabilities, interruption or data loss.
24.2 The Buyer is responsible for assessing whether the goods are suitable for its intended operating environment and for implementing and maintaining appropriate security controls, configuration, access management, network segregation, monitoring, backups, patches and updates.
24.3 Where BVM notifies the Buyer of a security update, mitigation or relevant manufacturer notice, the Buyer shall assess and implement it within a period appropriate to the Buyer’s risk and regulatory obligations. BVM shall not be liable to the extent a loss results from the Buyer’s failure to implement an available update or mitigation, or from an unauthorised modification or insecure configuration by the Buyer or a third party.

25. CONFIDENTIALITY

25.1 Each party shall keep confidential all technical, commercial and financial information disclosed by the other party that is identified as confidential or that ought reasonably to be understood as confidential, and shall use it only to negotiate, perform or receive the benefit of the contract.
25.2 A party may disclose confidential information to its employees, professional advisers, insurers, auditors, subcontractors and regulators who need to know it for those purposes, provided that the recipient is subject to an appropriate duty of confidence, or where disclosure is required by law or a competent authority.
25.3 The obligations in this clause do not apply to information that the receiving party can demonstrate was lawfully known to it without restriction, becomes public other than through breach, is received lawfully from a third party without restriction, or is independently developed without use of the confidential information. This clause shall continue for five years after completion or termination of the relevant contract, except that trade secrets shall remain protected for so long as they remain trade secrets.

26. FORECASTS

26.1 Any forecast, estimate or projection supplied by the Buyer is for planning purposes only and does not constitute a binding purchase commitment unless and to the extent expressly incorporated into an order accepted by BVM in writing.
26.2 If BVM agrees in writing to procure materials or reserve capacity in reliance on a forecast, the Buyer shall be responsible for the reasonable, evidenced and irrevocably committed costs expressly identified in that agreement.

BVM Ltd. Lakeside House, Waltham Business Park, Brickyard Road, Southampton, Hampshire, SO32 2SA Registered in England, Company No. 2328010