Terms and Conditions of Sale or service
In these terms:
“The company” - means Bearingtech Ltd (registered in England under number 7724695) having its places of business at:
25 Wises Lane, Borden, Kent, ME10 1YN
“The customer” - means the person, firm or company which contracts with the company for the purchase of goods/services.
“Goods” - means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;
“The Serviced goods” means any goods in respect of which the services are to be or, as appropriate, have been provided by the company.
“Terms” - means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Buyer and the Seller
“Business day” means any day (other than Saturday) on which clearing banks are open for normal banking business in Sterling in the City of London
- Acceptance of Contract
All Goods and Services are offered and all Contracts are entered into subject to these terms and conditions.
All other terms, conditions and warranties whatsoever are excluded from the Contract of any variation thereof unless expressly accepted by the Company in writing.
No agent of the Company has authority to vary these terms and conditions orally or to make any statement or representation about the Goods and/or Services offered, their fitness for any purpose or any other matter whatsoever.
If any statement or representation has been made to the Customer by the Company its servants or agents upon which the Customer relies other than in the documents enclosed with the Company’s quotation then the Customer must set out that statement or representation in a document to be attached to or endorsed on the Customer’s order and in any such case the Company may confirm, reject or clarify the point and submit a new quotation.
These terms and conditions shall be incorporated into any contract between the Company and the Customer to the exclusion of and terms or conditions stipulated by or referred to by the Customer. Any dealings with the Company following receipt by the Customer of notice of these terms and conditions shall automatically be deemed acceptance thereof and notwithstanding the absence of formal acknowledgement. Unless otherwise expressly stated in writing, all quotations and estimates supplied by the Company are invitations to treat. The Customer’s order is an offer. No contract shall come into existence unless the Company accepts the Customer’s order in writing.
- Quotations
No quotation issued by the Company shall be valid unless it is signed by a duly authorised representative. Quotations and tenders shall only be valid for the period specified, or if no such period is specified, for a maximum period or 30 days from the date thereof and may be withdrawn or cancelled by the Company at any time within any such period by written or oral notice. Quotations and tenders are for the whole of the Goods and/or Services for which quotations or tenders are given by the Company and the Company reserves the right to refuse acceptance of any order which constitutes only part of the Goods and/or Services forming the subject of the quotation. An order, once accepted cannot be cancelled or varied except with the prior written consent of the Company; any such consent of the Company shall be on terms which would fully indemnify the Company against all costs, charges and expenses incurred by the Company in connection with such order and/or its cancellation or variation.
- Delivery
In the absence of agreement, delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises as soon as practicable following notification from the Company that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.
Times quoted for delivery are given in good faith but are not guaranteed.
The Customer shall have no right to damages or to cancel the order for failure by the Company for any cause to meet any performance or delivery time stated.
If the Goods are not collected by the Customer within 21 days of such notification the Company shall be entitled to suspend further performance of the contract and to treat the contract as being wrongfully repudiated by the Customer and forthwith terminate the contract or treat the contract as terminated without liability for any loss whether direct or indirect suffered by the Customer by reason of such termination but without prejudice to any other right of remedy available to it.
If the Company is prevented from delivering the Goods and/or performing Services at the time provided for delivery and/or performance by reason of any cause outside its reasonable control, the period for delivery and/or performance shall be extended accordingly and the Customer shall have no right to terminate the contract.
If the delivery and/or performance date has been exceeded by 12 weeks then the Customer may give notice to the Company to terminate the unfulfilled part of the contract but the Company shall have no liability to the Customer for any loss or damage arising therefrom or consequential thereon.
If so requested by the Customer in writing, the Company may defer delivery and/or performance to a date agreed by the Company and the Customer but the Company shall be entitled to charge the Customer for any loss, cost, claims and/or expenses incurred by it as a result of the said deferment. The Company shall be entitled to cancel any accepted order or withhold delivery of any goods if the Customer is in breach of any obligation to the Company whether contractual or otherwise.
The Customer shall not refuse, prevent or hinder delivery and/or performance and failure by the Company to effect delivery and/or performance by reason of any of the aforesaid shall not effect the obligation of the Customer to pay the Invoice price.
The Company shall be entitled to re-sell all of any goods in respect of which delivery is refused, prevented, hindered or cancelled.
No claim for short delivery of goods or goods damaged in transit can be entertained unless either a receipt is given to the carrier detailing the shortage or damage at the time of delivery or within seven days of the date of delivery.
In no event shall the Company be liable to the Customer in connection with any damage or loss in transit where delivery takes place at the Company’s premises. If the contract relates to an order for goods which are to be called off by the Customer and/or delivered to and/or collected by the Customer (whether the period is specifically stated or not) the Customer shall be obliged to call for all goods and/or collect them within a maximum period of 6 months from the date on which the Company gives notice (which it may do at any time) to the Customer requiring it to do so.
Orders of the description are dealt with by the Company reserving stock to meet the order when the contract is formed. If the orders are not called off such stock cannot readily be otherwise disposed of. Accordingly, regardless of whether the Customer actually calls for delivery and/or collects the goods the Customer shall be obliged to make payment to the Company in full for all goods the subject of this contract within 60 days of the Company submitting an invoice (which the Company shall be entitled to do at any time after notice has been despatched under this clause requiring that the goods shall be collected).
- Prices
All prices are unless otherwise stated quoted net ex works exclusive of VAT and are subject to fluctuation at the Company’s discretion in the event of any increase in the cost of labour, materials, overheads, transport, taxes, duties or any other costs whatsoever affecting the manufacture or delivery of the Goods and/or Services and any fluctuations in exchange rates affecting the cost of imported Goods or prices quoted other than in sterling. Any increase in such costs during the period of the Contract will be added to the quoted price.
In the event of any alteration or modification being requested by the Customer and agreed by the Company in design, quantity, specification or other requirements, the Company shall be entitled to make an adjustment of the Contract price.
The Company shall further be entitled to make an adjustment to the Contract price in the event that a) In the opinion of the Company an order is not accompanied by sufficient information or drawings to enable work to commence forthwith. b) The information accompanying the order does not provide a full and accurate indication of the work involved or, c) Delay is caused by the Customer’s instructions or lack of instructions d) The cost of delivery, carriage and packing shall unless otherwise stated be charged extra and is not refundable. e) where a quoted price includes the whole or part of the cost of tooling the Customer acknowledges that unencumbered and exclusive title in such tooling shall have vested in the Company and that the Customer has no claims to or rights therein.
- Terms of payment
All Goods and/or Services shall be paid for (together with value added tax thereon) within 30 days from Invoice.
Payment for the Goods and/or Services shall be made by the Customer in full and cleared funds.
Each delivery shall operate as a separate contract. Should the purchaser fail to pay on the due date, Bearingtech Ltd shall be entitled to suspend further deliveries until payment, or to treat the contract as wrongfully repudiated by the purchaser without prejudice.
The Company shall be entitled to interest from the date upon which payment falls due. In such cases interest shall accrue from day to day at the rate of 4.0% per month above the Bank of England base rate.
Where payment is agreed to be made by instalments delay or default by the Customer in making payment in respect of any on instalment shall render all the remaining instalments due forthwith and interest will be charged in accordance with the above clause with immediate effect and until the date of the actual payment of the full amount outstanding. Non-compliance with the above terms of payment does and shall constitute default without reminder. In the event that the Customer fails to fulfill the terms of payment in respect of any invoice the Company may at its sole discretion and without prejudice to its other rights or remedies demand payment of all or any outstanding liabilities whether or not due and/or cancel all or any outstanding order and/or decline to make further deliveries and/or decline to perform further services except upon receipt of cash or satisfactory security or such other terms as the Company shall decide.
- Returns
Goods supplied in accordance with the Contract cannot be returned without the Company’s prior written authorisation. Duly authorised returns shall be sent to the Company at the Customer’s expense and shall only be accepted if they are in the correct, original packaging and undamaged.
The Customer shall be issued with a credit note for the amount paid for the Goods upon production of an original invoice
We are unable to accept goods for return that have been specifically manufactured to the customers specifications unless a prior written agreement from our company. Any stock goods which have been supplied in accordance with the customer’s order, but which are subsequently returned will only be credited subject to the agreement by us and at prices agreed before goods are returned.
Return of goods from the webstore
We accept returns provided the goods and their packaging are received back to us within 14 days. Ensure that the goods are returned to us in ‘as new’ condition. Damaged, modified or used goods cannot be refunded. In addition, returns do not include a refund of carriage unless Bearingtech Ltd is at fault. All refunds will be made to the payment method that was chosen at the time of the order being placed.
Goods returned for credit to the customers error at point of order
We reserve the right to apply a handling charge of 40% to all goods returned as a result of an error in the buyer's order. Any goods returned will be subject to the return’s conditions applied by the manufacturer of the goods and such costs will be invoiced to the buyer at cost.
Orders of special products
We cannot accept cancellation of the order for goods made uniquely to the customers specifications, unless by prior written agreement from our company. We reserve the right to charge for any materials, cost incurrence and work in progress up to the time of cancellation.
- Warranties and Guarantee
Goods supplied by the Company are warranted to accord with any specification specifically agreed by the Company in writing. All other terms, warranties or conditions as to quality, description, fitness for purpose or otherwise (whether express, or implied statutory or otherwise) are excluded to the fullest extent permitted by law.
In substitution thereof, the Company provides the following guarantees;
For the Goods - If the Customer shall, as soon as reasonably practicable after the defect is discovered and in any event within 6 months of the Goods being put into service or within 12 months of the despatch thereof from the Company’s works (whichever is the earlier) give written notice to the Company that a defect exists in the Goods the Company shall upon being satisfied by examination that the Goods are defective solely due to faulty materials or workmanship and subject to the other terms of these conditions at its sole discretion either repair the defective Goods or take back the defective Goods and supply satisfactory substitute Goods free of cost and within a reasonable time
For the Services - If the Customer shall, as soon as reasonably practicable after the defect is discovered and in any event within 12 months of receipt of the serviced Goods by the Customer (receipt being deemed as 5 days following the date of the relevant invoice) give written notice to the Company that the Services are defective the Company shall upon being satisfied by examination that such defect arose solely due to its faulty workmanship and subject to the other terms of these conditions at its sole discretion either repair the serviced Goods or take back the defective serviced Goods and supply satisfactory substitute Goods free of cost and within a reasonable time. If the Company does so repair the Goods or Serviced Goods or supply satisfactory substitute Goods therefore the Customer shall be bound to accept such repaired or substituted Goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective Goods or the defective performance of the Services or from the delay before the repairs are carried out or the substituted goods delivered.
The Company may within 14 days of receiving such a written complaint as aforesaid (or 30 days where the Goods or Serviced Goods are situate outside of the United Kingdom) inspect the relevant Goods or serviced Goods and the Customer if so required by the Company shall take all necessary steps to enable the Company to do so.Where a Customer is unable to establish liability on the part of the Company or where the Customer is unable to establish that he has suffered loss or damage as a result of the alleged complaint, the Customer shall be liable for the costs and expenses of the Company in investigating such complaint and/or repairing or replacing and delivering defective parts and any other costs of the Company incurred in connection therewith.
The Company gives no guarantee and the Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the Customer or a third party acting on the Customer’s instructions without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear damage due to accident, neglect or misuse nor in respect of any Goods or Serviced Goods to which alterations or modifications have been made without such consent nor in respect of any defect in the design of the Goods or the performance of the Services in either case to the Customer’s specification. The Company shall not be liable for loss or damage suffered by reason of use of the Goods or the Service Goods after the Customer becomes aware of a defect or after circumstances arising which should reasonably have indicated to the Customer the existence of a defect.
The Company gives no guarantee and the Customer shall not be entitled to any claim in respect of any defect arising by reason of; a) any failure to install, operate or maintain the Goods or Serviced Goods or any part thereof in strict accordance with the Company’s instructions and/or any operational manuals supplied by the Company to the Customer b) any failure to install, operate or maintain the Goods or Serviced Goods or any part thereof using competent personnel c) Unsuitable or incorrect lubrication, incorrect choice of Goods, faulty mounting or any other circumstances whatsoever beyond the reasonable control of the Company
The Company gives no guarantee in respect of any Goods or component parts of Goods not of the Company’s manufacture and in any such case the Company where such rights can be assigned and will assign to the Customer its rights (if any) against its supplier and these rights shall be taken in extinction of all and in substitution for any right which the Customer would otherwise have against the Company.
Further in respect of any such Goods or component parts of the Goods the Company gives no assurance or guarantee whatsoever that the sale or use thereof will not infringe patent, copyright or other intellectual property rights of any other person, firm or company. All information and details contained in the specifications and/or advertising, sales and technical literature issued by the Company have been carefully prepared to avoid errors but they are provided for guidance purposes only and their accuracy is not guaranteed. No such data or information shall form part of the Contract and the Company shall not in any event be liable for any inaccuracies or omissions in particular and without prejudice to the generality of the foregoing any performance figures given by the Company are based upon the Company’s experience and are such as the Company expects to obtain on test but their accuracy is not guaranteed. Unless otherwise specifically agreed by the Company in writing the Company shall be under no liability whatsoever in respect of any failure to obtain such performance figures. Any recommendations or suggestions relating to the use of the Goods made by the Company are given in good faith but it is for the Customer to decide/satisfy itself of the suitability of the Goods for its own particular purpose. Unless otherwise expressly agreed by the Company in writing the Company does not warrant, represent or give of make any condition that the Goods are suitable for any particular purpose whether or not such purpose has been notified to the Company and any implied warranty or condition (statutory or otherwise) to that effect is excluded.
- Liability
The Company shall not be liable to the Customer in contract tort (including without limitation negligence) and/or breach of statutory duty for any loss or damage which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the Company its servants or agents in a sum which is greater than the contract price. The Company shall not be liable to the Customer in contract tort (including without limitation negligence) and/or breach of statutory duty for any loss of profits and/or loss of production or any indirect or consequential (including economic) loss of any kind which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the Company, its servants or agents. Provided that nothing in this Condition shall operate so as: • to exclude the Company’s non-excludable liability in respect of death or personal injury caused by the negligence of the Company its servants or agents; • to affect the statutory rights of the Customer where Goods are sold or Services are supplied to a Customer dealing as a consumer within the meaning of Unfair Contract Terms Act; or • to exclude the application of Section 12 of the Sale of Goods Act 1979; • to exclude liability for fraudulent misrepresentation;
- Intellectual Property
Where Goods are manufactured by the Company in accordance with the drawings, specification and/or particular requirements of the Customer the Company shall not be liable for any loss or damage arising out of any claim made or threatened against the Company for infringement of any patent, copyright registered design or design right and/or other intellectual property right and/or any other right of any third party in respect of such Goods.
The Customer shall indemnify the Company from and against all loss, actions, claims, costs and proceedings which arise due to the manufacture of Goods to the drawings or specifications of the Customer where such drawings or specifications are at fault or where it is alleged that they involve an infringement of any patent, trademark, copyright, registered design or design right and/or other intellectual property right and/or any other right of any third party in respect of such Goods.
- Confidentially
Copyright in all drawings, documents and other information supplied by the Company is expressly reserved to the Company. The Customer shall not sell, loan, exhibit, publish or give away any such drawings, documents or other information or any extract therefrom or copies thereof without the written consent of the Company and the Customer shall not use them in any way except in relation to the use and/or operation by the Customer of the Goods in respect of which they are issued.
- Customer’s goods drawings and information.
The Customer shall be solely responsible for ensuring that all drawings, documents and other information given to the Company by the Customer are accurate and suitable. Examinations or consideration by the Company of such drawings, documents or information shall not constitute acceptance by the Company of responsibility thereof and shall in no way limit the Customer’s responsibility thereof. Where the Customer supplies any Goods or materials to the Company or where any Goods or material which are or become the property of the Customer are otherwise left or placed in the possession of the Company whether for servicing, modification, repair, maintenance or otherwise. The Company shall be under no liability in respect of any loss or damage arising as a result of damage to the loss or destruction of such Goods or materials save where the Company is shown to have been negligent in its custody or use of them in which case the Company’s liability shall be limited to the repair or replacement of such Goods or materials. The Customer shall insure all such Goods or materials at all times to the full replacement value against all such risks.
- Design
Where drawings or specifications are submitted to the Customer prior to manufacture approval of such drawings or specifications by the Customer shall imply that the Company’s interpretation of the Customer’s requirements and specification is correct. No warranty is given that Goods will operate satisfactorily on or with any machine or material or in any particular operating conditions other than as expressly specified by the Company in writing and shall be for the Customer to satisfy itself as to the accuracy and final working of the Goods supplied by the Company.
- Services and work on site
If the Contract provides for the provision of Services by the Company then the Company shall provide the requisite skilled labour and supervision and the following additional provisions shall also apply. If the Services are to be carried out at the premises of the Customer or at the Customer’s request at the premises of any other person then the Customer undertakes to provide or to procure the provision free of charge of:
-Free suitable and safe access to the site and to the point at which the work is to be carried out.
-In the case of installation of Goods, proper, adequate and accurate foundations to receive the Goods as and when delivered.
-All and any necessary, scaffolding and lifting equipment.
-Proper, safe storage and protection, against the elements of, of all Goods, Tools, Plant and equipment and materials on site from the time of delivery.
-All necessary facilities and adequate assistance for the provision of the relevant Services as appropriate including consistent and adequate supplies of water, light, earthing points and any other necessary services or facilities that may be required by the Company (each of these to be supplied at the Customer’s expense) to enable the Services to be expeditiously and continuously carried out and the Customer shall pay to the Company the amount of any expenses incurred by the Company by reason of any breach by the Customer of any of its undertakings in this clause but without prejudice to the Company’s right to recover further damaged therefore.
The Company shall only be obliged to carry out the Services during normal working hours and shall be entitled to charge for any overtime worked upon request by the Customer. Should the Company incur additional costs owing to suspension of the Services by the Customer’s instructions or lack of instructions, interruptions, delays, overtime, unusual hours, mistakes or lack of any facilities in each case by reason of causes within the Customer’s control such reasonable additional costs shall be added to the Contract price and paid for by the Customer in accordance with the payment terms contained in these conditions. All Goods supplied on site shall at all times be at the sole risk of the Customer so that the Customer shall be responsible for all loss, damage or deterioration to the Goods on site.
If any work, including attendance at the time of delivery the provision of Services or other wise is undertaken by the Company on the Customer’s premises or at the Customer’s request at the premises of any other person in connection with an order then the Customer shall indemnify the Company in respect of all claims or proceedings taken against the Company by any third party including but not limited to the Company’s employees, the Customer’s employees or the employees of any contractor employed by the Customer or the Company or the personal representatives or dependants of any such employee or other third party in respect of personal injury or damage to property (including damage as a result of fire or explosion) caused by or arising out of such work in any manner whatsoever.
The Customer shall further indemnify the Company from and against all claims or proceedings taken against the Company arising out of the acts and/or omissions of the Customer, its agents or subcontractors whether negligent or otherwise The Customer shall at all times be adequately insured with a reputable insurer against all insurable liability under the Contract. All work people provided by the Customer to assist the Company shall in all respects remain employees of the Customer. The Customer shall insure to the full value thereof and provide adequate protection for all machinery and equipment of the Company and all plant, machinery, materials and the Goods on site during the course of the provision of the Services against all loss or damage howsoever caused otherwise than by reason of the neglect or the default of the Company, its employees, servants or agents.
- Testing and Inspection
To the extent required or permitted by the Contract the Customer or its authorised agent shall be entitled to test or inspect the Goods prior to their delivery. If this right is not exercised within 7 days of notification to the Customer of readiness form inspection or testing or where the Customer does not within 3 days after inspection or testing notify the Company in writing of its lack of satisfaction then the Customer shall be conclusively deemed to have accepted the Goods and to have agreed that the Goods are in full conformity with the Contract. Any costs incurred in carrying out such testing and inspection including the provision of consumable items will be charged extra to the Customer.
- Samples and Descriptions
The provision by the Company of samples for analysis by the Customer or the inspection of samples by the Customer shall not render any sale a sale by sample. No guarantee or warranty is given that supplies will correspond exactly to the description or sample and the use of any description or sample shall not constitute the Contract a sale by description or sample or a sale by sample and description and the Company reserves the right without notice to the Customer to make alterations thereto and to supply the Goods so altered in performance of the Contract provided that such alterations do not materially affect the characteristics of the Goods.
- Termination
If the Customer shall fail to take delivery of the Goods when required or make default or commit a breach of any of its obligations under this Contract or any other order or Contract with the Company or if the Customer shall commit any Act of Insolvency the Company shall be entitled without prejudice to any other right or remedy accrued or accruing to the Company to terminate the Contract in whole or in part or to withhold performance of all or any of its obligations under the Contract forthwith by notice in writing to the Customer and to recover from the Customer any loss on sale of the Goods or supply of the Services comprised in the Contract. In the event of a suspension of performance the Company shall be entitled, as a condition of resuming performance, to require pre-payment, or such security as it may require.
- Force Majeure
If the performance of the contract shall be delayed by any circumstances or conditions beyond the control of Bearingtech Ltd, then Bearingtech Ltd shall have the right to suspend further performance of the contract, until such time as the cause of the delay shall no longer be present.