Full Terms and Conditions
Please note: These are the full terms and conditions of Get Your Bearings Ltd and much of the detail is relating to credit accounts, liabilities and specially manufactured parts - for Customer Service related questions please see the FAQ page.
a) in these Conditions Get your Bearings Ltd is called "the Company"; the other party with whom the Company contracts is called "the Customer"; any Contract between the Company and the Customer for the supply of goods and/or services is called "the Contract". “Goods" means any goods which are to be supplied by the Company pursuant to the Contract; “Services" includes any services to be provided or work to be carried out by the Company pursuant to the Contract;
b) No order of the Customer placed with the Company in pursuance of a quotation estimate or price list or otherwise shall be binding on the Company unless and until it is accepted in writing by the Company;
c) Any Contract made between the Company and the Customer shall incorporate and be subject to these Conditions: No addition to, or modification of these Conditions shall apply to the Contract nor shall any terms and conditions submitted by the Customer form part of any Contract binding on the Company unless in any such case expressly accepted by the Company in writing.
Unless otherwise provided in the contract:
a) The price of the Goods does not include the cost of carriage unless previously agreed by the Company in writing. lf the price of the Goods includes the cost of carriage to the contracted place of delivery, then they will be despatched by the means most convenient to the Company. lf the Customer instructs the Company to send the Goods by special transport the additional cost will be for the account of the Customer;
b) The price of the Goods shall be the price set out on the (written or verbal) quotation or website given to the Customer by the Company provided such quotation is accepted within 30 days by the Customer OR the Company‘s published list price current (at the date the Customer places an order which is accepted by the Company lf no quotation is provided at the date of delivery of the Goods).
c) The company may by giving notice in writing to the Customer at any time up to 14 days before delivery increase the price of the Goods to reflect any increase in the cost of the manufacture of the Goods to the Company which is due to factors occurring after the making of the contract for sale which are beyond the reasonable control of the Company (including without limitation foreign exchange fluctuations resulting in an increase in the price of the raw materials taxes or duties or the cost of labour and materials or other manufacturing costs generally) provided that the Customer may cancel the Contract by notice in writing to the Company within 7 days of receipt of the notice of increase from the Company.
d) All prices are exclusive of VAT which shall be due at the rate on the date of the VAT invoice.
e) The cost of any variation or modification in the design specification materials or drawings of the Goods or Services or any development thereof requested by the Customer after the date of the Customer's acceptance of order shall, if such variations or modifications are accepted by the Company, be borne by the Customer.
3. DELIVERY AND RISK
a) Delivery of the Goods shall be made to the Customer at the place specified in the Company‘s acceptance of order or as subsequently agreed between the parties and the risk in respect of all Goods shall pass to the Customer- at the time of delivery. Where the Company does not deliver on its own transport the Company shall, on behalf of the Customer arrange for the carriage of the Goods and the carrier selected by the Company shall be the agent of the Customer. Delivery to the carrier will in such circumstances constitute delivery to the Customer;
b) Where damage to or loss of the Goods occurs in transit the Customer must give written notice of such damage or loss with reasonable particulars thereof to the Company and to the carrier (if other than the Company) within 7 days of the receipt of the Goods or in the case of loss of the whole or part of the consignment of Goods within 14 days of receipt of the Company‘s invoice or the carrier's delivery advice or other notification of despatch and the Customer shall if requested by the Company at the Customer's cost return any damaged Goods to the Company‘s premises within one month of receipt thereof. Failure to comply with the foregoing Conditions will result in the loss of any right to claim for such damage or loss in transit;
Until the Contract price of the Goods and/or Services comprised in this or any other Contract between the Company and the Customer shall have been paid or satisfied in full:
a) The title and property in the Goods shall remain vested in the Company (notwithstanding the delivery of the same and the passing or all risk therein);
b) Except where inconsistent with the purpose for which the Goods are supplied the Customer shall keep and store the goods separately from any other goods in such a manner as to enable them to be identified as the property of the company. The Customer shall keep the Goods insured against all risks in their full replacement value;
c) The Customer is authorised to resell or use the Goods in the ordinary course of its business but such authority may be immediately revoked by the Company at any time when any sum owed by the Customer to the Company under any Contract remains unpaid on the due date for the payment thereof upon the Company giving the Customer written notice of such revocation Provided That (without prejudice to any other rights of the Company) such authority shall automatically cease upon the occurrence of any of the events referred to in Condition 9;
d) The proceeds of any resale of the Goods and the benefit of any Contract for sale shall to the extent of all sums owing and due to-the Company from the Customer as aforesaid be held in trust for the Company;
e) At any time after termination of the authority contained in paragraph (c) above the Company may repossess and resell the Goods and for this purpose the Customer grants to the Company an irrevocable licence to enter upon the Customer’s premises and/or other location where the Goods are situated together with all necessary and appropriate transport for the purpose of repossessing the Goods.
f) Nothing in the case shall entitle the Customer to return the Goods or to delay payment thereof and the rights and remedies conferred upon the Company by this clause are in addition to and shall not in any way prejudice limit or restrict any other rights or remedies of the Company under the Contract.
a) The Company will use its reasonable endeavours to comply with any date or dates for despatch or delivery of the Goods and for the supply or completion of the Services (as the case may be) as stated in the Contract otherwise expressly provides such date or dates shall constitute only statements of expectation and shall not be binding. lf the Company having used its reasonable endeavours fails to despatch or deliver the Goods or to supply or to complete the Services by such date or dates such failure shall not constitute a breach of the Contract nor shall the Customer be entitled to terminate the Contract as thereby repudiated or to rescind it, or any related Contract in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting there from;
b) lf the Company shall be prevented or hindered from performing the Contract or any part thereof by any circumstances beyond reasonable control further performance of the Contract shall be suspended for so long as the Company is so prevented or hindered provided that in the event that the performance of the Contract shall be suspended for more than three consecutive calendar months the Customer shall be entitled by notice in writing to the Company forthwith to terminate the Contract or to cancel any outstanding part thereof and in such circumstances the Customer shall pay at the Contract Rate for all Goods and Services supplied or material used to the date of termination. The Company shall not have any liability to the Customer for any direct or consequential loss or damage suffered by their Customer as a result of the Company‘s inability to perform its obligations under the Contract in the aforementioned circumstances.
c) Where Goods are delivered or Services are supplied by instalments each instalment shall be deemed to be sold or supplied under a separate Contract to which these Conditions shall apply (mutatis mutandis) and save as provided in Clause 7 (c) no default in respect of any one instalment shall affect or prejudice the due performance of the Contract as regards any other instalments;
d) When expected delivery or completion is agreed to by the Company and necessitates overtime or other additional cost the Customer shall reimburse the Company for the amount of such overtime payment or other cost. Where postponement of delivery or completion is agreed by the Company the Customer shall if required by the Company pay all costs and expenses (including a reasonable charge for storage and insurance of Goods) occasioned thereby and the Goods shall be held at the Customer's risk as from the time of postponement.
a) Without prejudice to the Customer's rights under Clause B the Customer shall be deemed to have accepted the Goods as being in conformity with the Contract and shall be bound to pay for them unless written notice of rejection thereon is received by the Company within seven days of delivery. Save in the circumstances referred to in Clause 8 Goods accepted by the Customer cannot subsequently be returned;
b) lf after notice of rejection has been given the Customer deals with the Goods as owner thereof or if any conduct of the Customer is inconsistent with such rejection or with the ownership of the Goods by the Company the customer shall be deemed to have accepted them and be bound to pay the Contract Price.
a) Unless the Contract otherwise provides:
(i) ln the case of Goods for export the contract Price quoted is for delivery ex-works and payment is to be made when the Goods are ready for collection at the Company‘s premises:
(ii) Otherwise the Contract Price for the Goods and/or Services shall be payable net cash not later than thirty days following the date of the Company‘s invoice.
b) The time stipulated for payment shall be of the essence of the Contract and failure to pay within the period specified shall entitle the Company to suspend further deliveries of the Goods or completion of the Services pending payment without prejudice to any other remedy available to the Company;
c) Unless otherwise agreed in writing the Customer shall not be entitled to set off against any monies due to the Company under the Contract any amount claimed by or due to the Customer by the Company whether pursuant to the Contract or on any other account whatsoever;
d) The Company shall be entitled to interest on any part of the Contract Price not paid by its due date from that date until actual payment at the rate of 8 percent per annum above the base lending rate of Barclays bank plc prevailing from time to time during such period.
a) Where the Contract comprises Goods which have not been manufactured by the Company the Customer shall be entitled only to such benefits as are conferred by the Manufacturers Guarantee in respect thereof: .
b) Subject to paragraph (a) where any Goods or Services (or any part thereof) are shown to the reasonable satisfaction of the Company to be defective by reason of faulty materials or workmanship with in a period of twelve months from the date of their original despatch or supply (fair wear and tear excepted) the Company shall, at its sole option either deliver replacement Goods and/or supply further Services to the Customer free of charge or refund to the Customer the Contract Price of such Goods and/or Services PROVIDED that:
(i) The Customer shall notify the Company in writing within seven days of becoming aware of such defects;
(il) lf so required by the Company all defective goods are first returned to the Company's premises carriage paid by the Customer;
(iii) the Goods shall have been paid properly and correctly stored and/or used by the Customer;
(iv) The Goods have not been tampered with altered or dismantled ln any way whatsoever.
c) The liability of the Company for any claim or claims for direct injury loss or damage made by the Customer against the Company whether in contract or in tort (including negligence on the part of the Company its servants or agents) arising out of or in connection with any defects in the Goods and/or Services or any act, omission, neglect, default of the Company its servants or agents in the performance of the Contract shall be limited to the Contract Price of the Goods and/or Services subject to the claim or claims;
d) The Company shall not be liable for any claims for indirect or consequential injury, loss or damage made by the Customer against the Company whether in Contract or in tort (including negligence on the part of the Company its servants or agents) arising out of or in connection with any such effects, acts, omissions, neglect or default referred to in sub-clause (c) of this clause;
e) Nothing in these Conditions shall limit or exclude the liability of the Company in respect of death or personal injury resulting from the negligence of the Company its servants or agents or purport to limit or exclude any rights of the Customer which cannot by statute be so limited or excluded.
t) lf at any time the Customer tampers alters or takes apart the Goods or any part of the Goods, any warranties provided hereunder will be void.
g) All other warranties, conditions or terms relating to fitness for purpose merchantability or condition of the Goods whether implied by statute or common law or otherwise are excluded, other than those set out above.
9. INSOLVENCY AND BREACH OF CONTRACT
ln the event that the Customer shall commit any breach of the Contract and shall fail to remedy such breach (capable of remedy) within a period of thirty days from receipt of notice in writing from the Company requesting such breach to be remedied or any distress or execution ls levied upon any goods or property of the Customer or the Customer (or where the Customer is a partnership any partner thereof) offers to make any arrangement with his creditors or commits any act of bankruptcy or the Customer (being a limited company) has a receiver appointed of the whole or any part of its undertaking, property or assets or an order is made or a resolution is passed or analogous proceedings are taken for the winding up of the Customer (save for the purposes of reconstruction or amalgamation without insolvency) then the Company shall thereupon be entitled without prejudice to its other rights hereunder forthwith to suspend all further deliveries and/or Services until the default has been made good or to determine the Contract or any unfulfilled part thereof or at the Company's option to make partial supplies of Goods and/or Services.
Notwithstanding any such termination the Customer shall pay to the Company at the Contract Rate for all Goods delivered or Services supplied up to and including the date of termination.
a) Unless lt is expressly stated in the Contract that any figures or statements as to the performance of the Goods contained in the Contract or in the Company's catalogues, websites, circulars or quotation forms or in any relevant drawings or other documents supplied by the Company are guaranteed to be accurate such figures and statements shall be approximate only;
b) The Company does not guarantee that the illustrations, weights and dimensions specified in such catalogues or other literature or documents will in all cases be identical with the Good due to improvements and modifications that may be made from time to time.
c) Good supplied to recognised standards will be supplied in accordance with the latest editions of such standards as soon as retooling and clearance of existing stocks permit.
d) if in the Contract the Company expressly guarantees the specifications or performance of the Goods (whether subject to specific margins or otherwlse) then in the event that the Goods after delivery and/or installation fail to achieve and comply with the same the Company shall thereafter be entitled to a reasonable period and to reasonable facilities to enable it to bring the Goods up to the guaranteed standard of specifications or performance and the contractual time for delivery of the Goods shall be extended for such reasonable period;
e) All drawings and technical specifications supplied by the Company are confidential and the Customer shall not communicate these or the contents thereof to third parties without the consent of the Company.
11 . TESTS
lf the Customer requests specific tests and inspections of the Goods or Services such tests are to be in the case of Goods at the company's premises or in the case of Services at the Company's premises or on site as the case may be and are to be final. lf requested in writing arrangements will be made for the Customer's representative to observe such tests and inspection. The Customer will be deemed to have accepted the Goods and Services as satisfactory after the completion of such tests and inspections unless written notice to the contrary specifying the matters complained of is received by the Company within three days of completion of such tests and/or inspection.
12. NON-CATALOGUED GOODS ·
Where the Customer's order is for special or non-catalogued Goods the company reserves the right to supply five per centum more or less than the exact quantity of the Goods ordered. Such excesses and shortages to be charged for or deducted pro rata.
13. CUSTOMER’S PROPERTY.
a) All property supplied to the Company by or on behalf of the Customer which is held by the Company for the purposes of the Contract or in transit to or from the Customer shall be deemed to be entirely at the Customer's risk in the Company shall not be liable for any loss or other damage to such property whilst in the possession of the Company or in transit as foresaid unless such loss or damage is due directly to the negligence of the Company, its servants or agents. Under no circumstances whatsoever will the Company be liable for any consequential loss or damage arising therefrom. The Customer shall insure all such property for all risks.
b) (i) The Company shall be entitled to reject any materials supplied or specified by the Customer which the Company in its judgement considers unsuitable. Additional cost incurred by the Company lf is such materials are judged to be unsuitable will be charged to the Customer.
(ii) Quantities of materials supplied by the Customer shall be adequate to cover normal spoilage;
c) The Company accepts no responsibility for accuracy or suitability of patterns, designs, tools, drawings, particulars or specifications which are supplied by the Customer and the Company shall be entitled to accept the same as being without defect;
14. IMPORT AND EXPORT LICENCES
The Customer is responsible at its own expense for procuring any import licence required for the import of the Goods into the country to which the Goods are to be despatched from the United Kingdom. The Customer is also responsible at its own expense for obtaining any export licence required for the export of the Goods from the United Kingdom.
a) Without prejudice to any other rights and remedies which the Company may have under the contract the Company shall, in respect of all debts due and payable by the Customer to the Company have a general lien on all Goods and property belonging to the Customer in its possession and shall be entitled upon the expiration of 14 days notice to the Customer to dispose of such Goods or property as it thinks fit and to apply any proceeds of sale thereof towards the payment of such debts.
b) lf at anytime any one or more of its provisions of these conditions becomes invalid, Illegal or unenforcable in any respect under any law the validity and enforceability of the remaining provisions thereof shall not in any way be affected or impaired thereby;
c) The rights and remedies of the Company under the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company or by any failure of or delay by the Company in asserting or exercising any such rights or remedies;
d) The benefit of the Contract shall not be capable of assignment by either of the parties without the consent in writing of the other party;
e) These conditions and each and every Contract made thereof in pursuance thereof shall be governed by and construed in all respect in accordance with the laws of England.
f) The parties hereto submit to the non-exclusive jurisdiction of the English courts.
15. CANCELATION POLICY
Order for standard parts may be cancelled up to the point when they have been shipped. For non standard parts cancellation will be at the Companies discretion as production may have already commenced.
Returns will be considered only if parts have not been used and are in good condition. Administrative charges may apply.