1. Definitions

1.1 “The Company” means B.D. Electronics Ltd.

1.2 “The Customer” means the person to whom the Company may agree to sell goods by the Company’s standard conditions of sale.

1.3 “The Goods” means the articles or any part of them to be provided by the Company following the Company’s standard conditions of sale.

2. General

2.1 All orders being accepted and goods to be supplied shall be subject to these Terms and Conditions, which constitute the understanding between the Company and the Customer. This statute may also prohibit the exclusion or restriction of liability. Any inconsistent conditions, warranties, and representations applied by law, trade custom, practice, or course of dealing, except as to title, shall with this be excluded.

2.2 Any order placed by a customer, or modification of an order, shall constitute an offer to contract upon these terms and conditions. All orders and modifications of orders shall be confirmed in writing by emails with the Company’s authorized representatives to be recorded and executed.

3. Price

3.1 The price may be subject to surcharges or administrative fees.

3.2 The delivery cost is not included in the informed price. It will be charged separately.

3.3 Catalogues, price lists, and other advertising material used by the Company are intended only to indicate the preference price and range of goods offered. Descriptions or other particulars contained therein shall be binding on the Company.

4. Orders

Purchase orders are subject to the availability of the goods and written acceptance by the Company’s authorized representative. There shall be no binding agreement between the parties until written confirmation. Prior confirmations by the Company shall be considered provisional in nature.

5. Carriage and Delivery

5.1 Unless previously agreed in writing by the Company, prices are exempt from the Customer’s delivery charges. The Company reserves the right to charge for delivery to the agreed destination.

5.2 The Company may deliver by installments. Each delivery shall constitute a separate contract. Failure by the Customer to accept or pay for any installment may result in retreat or delay delivery. Any installments or any claim by the Customer regarding one or more installments shall not entitle the Customer to treat the relevant contract as repudiated.

5.3 The Company shall be under no liability to the Customer regarding any shortage in quantities delivered against an order or concerning goods damaged or lost in transit before delivery unless full details of such alleged shortages or damages are sent to the Company in writing within three days of delivery.

6. Payment

6.1 Unless otherwise agreed, full payment must be received in the Company’s bank before dispatch of goods. Customer must make the following means payment: Bank Transfer.

6.2 The Company reserves the right to charge for additional costs arising from the Customer’s provision of inaccurate, misleading, absent, or insufficient information.

7. Transfer of Property

7.1 Until the Company has received full payment for the goods and all other indebtedness of the Customer, the goods shall remain as property of the Company.

7.2 The Company shall retain the right, without prejudice to the Customer’s obligation, to purchase the goods for retaking possession as long as the goods remain the Company’s property. This condition shall not confer any right upon the Customer to return the goods sold hereunder. At the same time, the Company may maintain an action for the price, notwithstanding that the goods’ property may not have passed to the Customer.

8. Warranty

8.1 A thirty day warranty shall apply to all goods unless otherwise stated in writing. The Company has the right to vary the warranty in writing before delivery. Warranty will become VOID in the following circumstances: (1) if labels are removed. (2) Pins bent in I.C.’s (3) damage caused to the product

8.2 Unless otherwise notified in writing to the Customer, the Company provides a warranty that the Goods will be free from defects in material and quality for thirty days from the date of receipt by the Customer subject to the following conditions:

8.2.1 Any defect arising from failure to follow the Company’s instructions; misuse, repair, or modification of the Goods without the Company’s approval, fair wear and tear, willful damage, negligence, abnormal working conditions;

8.2.2 The Company shall be under no liability under the warranty, or if the Goods’ total payment has not been made by the due date of payment.

8.2.3 The Company shall be under no liability under the above warranty. Otherwise, unless it receives written notice, the goods are defective within 14 days of such defect becoming known to the Customer.

9. Returns

If any Goods are deemed defective by section (8) herein, the Customer must have ready the invoice number related to the faulty product to have them returned. The Customer may have to bear losses due to price erosion or obsolescence if goods are returned. The products must be returned in original, undamaged packing with all original materials. With regard to partly returned products or in returned products in non-original condition, the Company reserves the right to charge the Customer of bringing the product to a saleable condition. It is the Customers responsibility to return the goods at their cost and risk, this includes but is not limited to customs issues and fees. The Customers will be charged for inspections if the returned products have no problems or defects. The Company has the right to inspect or test all D.O.A. products. There shall be no replacement or exchange if the returned product is proved to meet and function at the product numbers specification.

10. Exclusion of Liability

10.1 Following condition number 8 above, the Company shall be under no liability, whether or not due to the Company’s negligence or wilful default, its servants, agents arising out of completion with the Goods or the contact. All conditions, terms, or warranties, whether express or implied, statutory or otherwise, are with this excluded.

10.2 Any liability of the Company for death or personal injury resulting from the Company’s negligence or its servants or agents:

10.2.1 Any liability of the Company for breach of its implied undertakings as to title, and

10.2.2 Where the Customer deals as a consumer, any liability of the Company for breach of its implied undertakings as to the goods’ conformity with description.

11. Software Programs

11.1 Copyright software programs supplied by the Company, whether independent from of or in joint with the Goods, shall remain vested in the Company or the owner. The Customer shall not reproduce or adapt, in whole or in part, such software programs without the Company’s consent in writing.

11.2 No warranty shall be made by the Company that Software programs shall be free from viruses and errors. No conditions or warranties shall be implied to this effect.

12. Force Majeure

The Company shall not be under any liability for non-performance, in whole or in part, of its contract’s obligations due to causes beyond the Company’s control or the Company’s suppliers. These include but are not limited to:

  • War (whether an actual declaration is announced or not), sabotage, insurrection, riot, or any other act of Civil Disobedience; 
  • Acts of Customer or a third party, failure or delay in transportation; 
  • Acts of Government or any agency or subdivision thereof, Government regulations, judicial actions, labor disputes, strikes; 
  • Acts of God: flood, tempest, accident, fire, explosion, illness, or others; 
  • Delay in delivery to the Company or the Company’s supplier; shortage of labor, fuel, raw materials, machinery, or technical failure. 

In any of such events, the Company may, without liability, cancel or vary the terms of the contract, including but not limited to extending the time to perform the contract for at least an equal duration of the time lost due to the event.

13. Breach and Financial

Conditions of Customer

If any of the Customer’s obligations to the Company under any contracts are not fulfilled, or if the Customer’s financial condition is at or close to bankruptcy, the Company reserves the right to justify the contract’s continuance on the terms of payment specified. The Company may, without prejudice to any other rights it may have, suspend or cancel any order or deliver unless the Customer makes such payment for the goods ordered as the Company may require.

Suppose an order or delivery is canceled or suspended by the Company. In that case, the Customer shall indemnify the Company on demand against all losses, costs, damages, charges, expenses arising out of order, and suspension cancellations.

14. Indemnity

The Customer shall comply with all instructions and legislation of the Company concerning the use, processing, storage, and sale of goods. Customer shall indemnify the Company against any cost, claim, demand, expenses, or liability that the Company may incur arising out of or connected with such use, processing, storage, or sale.

15. Assignment

The Customer shall not transfer, assign, or purport to transfer or assign the contract or the benefit thereof to any other person.

16. Sub-Contracts

The Company has the right to subcontract a contract’s performance or any part thereof.

17. Arbitration

If a dispute arises that is not resolved with satisfaction, the Company reserves the right to appoint an Arbitrator.

18. Proper Law and Jurisdiction

The contract shall be construed and governed by Maltese law. The Courts of Malta shall have non-exclusive jurisdiction to hear all disputes arising concerning the contract.

19. Headings

The headings of these terms and conditions are for convenience only. These shall not affect the interpretation thereof.