IF YOU ARE PURCHASING AS A CONSUMER (AS DEFINED BELOW) THEN PLEASE REFER TO CLAUSE 24 BELOW.
1 Definitions
1.1 In these conditions (unless the context otherwise requires):
(a) "Buyer" means the person, firm or company with whom the Contract is made;
(b) "Company" means Bifold Fluidpower Limited and also (where the context so permits) its assigns and any sub-contractor for the said company;
(c) "Company's Premises" means the premises mentioned in the Company's quotation or other contractual document in respect of the Goods or if not so mentioned means the Company's premises at Broadgate, Oldham Broadway Business Park, Chadderton, Greater Manchester OL9 9XA;
(d) “Consumer” means any individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession
(e) "Contract" means the contract between the Buyer and the Company for the sale and purchase of the Goods;
(f) "Control" has the meaning given to it by Section 1124 of the Corporation Tax Act 2010;
(g) "Goods" means the goods (or any instalment or part of them) which are the subject of the Buyer's order and which are to be supplied to the Buyer by the Company under these conditions;
1.2 Words in the singular shall include the plural and vice versa, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa.
1.3 The headings in these conditions are intended for reference only and shall not affect their construction.
2 General
2.1 All orders placed by the Buyer for Goods via the Company’s website are on the basis of these terms and conditions.
2.2 These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by the Buyer to the Company and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on the Company's behalf.
2.3 Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract.
2.4 If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.
3 Orders
3.1 No order shall be binding on the Company unless and until it has been accepted by the Company and an order acknowledgement uploaded onto the ‘My Orders’ section of the ‘My Account’ page of the Bifold Store web site at which point a Contract will be formed.
3.2 The processing of the Buyer’s payment does not constitute legal acceptance of the Buyers order.
3.3 The Buyer may place an order to purchase a product advertised for sale by following the onscreen prompts after clicking on the item the Buyer wishes to purchase. The Buyer will have an opportunity to check and correct any input errors in their order up until the point at which they place their order by clicking the "Place order" button on the checkout page.
3.4 All orders placed by the Buyer for Goods from the Company are subject to acceptance by the Company (as described in clause 3.1). The Company may choose not to accept the Buyers order for any reason (including as set out in clause 4.4) on written notice to the Buyer and will not be liable to the Buyer or to anyone else in those circumstances provided that, if the Buyer has already paid for Goods the Company will refund the price that the Buyer has paid, including any delivery charges.
4 Prices
4.1 All prices are exclusive of value added tax and this will be charged by the Company and will be payable by the Buyer at the applicable current rate.
4.2 The price payable for the Goods ordered by the Buyer is as quoted on the Company’s website before the time the Buyer submits their order. The price of Goods on the website does not include delivery charges, which will be confirmed prior to submission of the Buyer's order.
4.3 The Company reserves the right to change the price of Goods including special materials at any time due to market conditions but will confirm the prevailing price with the Buyer before accepting their order. The Company is not obliged to accept the Buyer’s order for such Goods and may decline it or limit the order quantity.
4.4 Occasionally an error may occur and goods may be either incorrectly priced or described in which case the Company will not be obliged to supply the Goods at the incorrect price or in accordance with the incorrect description or at all. The Company reserves the right to correct any errors from time to time. The Company will (at their discretion) either choose not to accept the Buyer's order or to terminate the contract and refund the price the Buyer has paid or use reasonable endeavours to contact the Buyer and ask them whether they wish to continue with the order at the correct price or correct description. If the Company is unable to contact the Buyer or the Buyer does not wish to continue with the order at the correct price or correct description, the Company will cancel the order or terminate the contract and refund the price the Buyer has paid.
5 Additional costs
5.1 The Buyer shall indemnify the Company in respect of any loss, cost or expense incurred by the Company as a result, directly or indirectly, of the Buyer's instructions or lack of instructions or through any failure or delay whatsoever in taking delivery or through any other act, neglect or default on the part of the Buyer, its servants, agents or employees.
6 Intellectual property
6.1 All specifications, illustrations, drawings and other particulars supplied by the Company are as accurate as reasonably possible and do not form part of the Contract in any way. All drawings, illustrations, quotations and descriptive matter shall remain the property of the Company at all times. They are to be treated as confidential and are returnable to the Company on demand not withstanding the termination of the Contract. Under no circumstances shall any said document be communicated to third parties without the prior written approval of the Company.
6.2 The Buyer shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the Company or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trade marks, copyright, design right or other intellectual property right occasioned by the importation, manufacture or sale of the Goods if made to the specification or special requirements of the Buyer.
7 Terms of payment
7.1 Payment for the price of the Goods and any delivery charges shall be in advance. Payment can be made by most major credit or debit cards, by completing the relevant details on the checkout page, or contacting the Company.
7.2 By using a credit / debit card to pay for the Buyer’s order, the Buyer confirms that the card being used is theirs or that they are authorised to use it.
7.3 All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of the card refuses to authorise payment the Company will not accept the Buyer’s order. The Company will not be obliged to inform the Buyer of the reason for the refusal, and the Company will not be liable for the item not being delivered or provided to the Buyer. The Company is not responsible for the card issuer or bank charging the holder of the card as a result of the Company’s processing the Buyer’s credit/debit card payment in accordance with the Buyer’s order.
7.4 The Company recommends that the Buyer does not communicate their payment card details to anyone, including the Company, by email. Subject to clause 13.6, the Company cannot be responsible for any losses the Buyer may incur in transmitting information to us by internet link or by email. Any such loss shall be entirely the Buyer’s responsibility.
7.5 The Buyer is responsible for all orders placed by their employees and for any purchases made on cards issued to the Buyer (including Trade UK cards) and the Company is not bound by any individual order limit that the Buyer may impose on their employees.
7.6 The Buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim, which the Buyer may have, or allege to have. The Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim.
7.7 The Company shall be entitled at all times to set off any debt or claim which it may have against the Buyer against any sums due from the Buyer to the Company.
7.8 The format of invoices and statements to the Buyer will solely be dictated by the Company.
8 Delivery
8.1 The Company aims to deliver the Goods in accordance with the Buyer’s order, usually within the stated delivery time (except in exceptional circumstances see 19) but not more than 30 days after the Company’s acceptance of the Buyers order, unless otherwise agreed between the Buyer and the Company, subject always to clause 9 and 19. The Company reserve the right to deliver an order in instalments by separate delivery shipments.
8.2 Any period for delivery shall be calculated from the time of the Company's acceptance of the Buyer's order or from the Company's receipt of all information necessary to enable the Company to manufacture or procure the manufacture of the Goods (whichever shall be the later).
8.3 Before placing an order, please refer to the delivery options set out on the Company’s website to ensure that the Company can deliver to the Buyer’s address. A valid signature may be required on collection or delivery. In the unlikely event that the Buyer does not receive all the Goods within the stated delivery time, the Buyer must notify the Company immediately. The Company strongly suggest that the Buyer does not schedule or commence any installation work until after they have received their order and checked all the Goods are suitable for the purposes and do not have any defects or missing parts. All times dates or periods given for delivery of the Goods are given in good faith but without any responsibility on the Company's part.
8.4 For reasons of health and safety and to avoid any property damage, items can only be delivered to the exterior of a ground floor location at the delivery address. The Buyer must therefore make their own arrangements at their own risk if the relevant item needs to be transported from the delivery location. The Company will not provide any unpacking, installation, fitting or waste removal services upon delivery unless otherwise agreed by us in writing.
8.5 The Buyer must do all that they reasonably can to enable delivery to take place at the given time and place. If the Buyer delays delivery or delivery fails because the Buyer has not taken appropriate steps, the Company will try to arrange for an alternative delivery date within 30 days of the failed delivery. If delivery fails as a result of circumstances within the Buyer’s reasonable control, the cost of any re-delivery shall be borne by The Buyer. If the Company is unable to arrange a date for re-delivery they may cancel the Buyer’s order and refund to the Buyer the price that they have paid for the Goods, less the failed delivery costs.
8.6 All times dates or periods given for delivery of the Goods are given in good faith but without any responsibility on the Company's part.
8.7 Time of delivery shall not be of the essence of the Contract.
8.8 No liability (whether in contract or for negligence or otherwise howsoever) for loss of or damage to the Goods occurring prior to the Goods being handed over by the Company to its carrier of transportation to the Buyer or, if the Company's own vehicles are used to deliver the Goods, delivery to the Buyer or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract (being a defect or loss, damage or non-compliance which would be obvious upon a reasonable inspection of the Goods) or for non-delivery will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for loss, damage or non-delivery with a copy to the carrier if the Company's own vehicles have not been used to deliver the Goods):
(a) within seven days of delivery for loss, damage, defect or non-compliance with the Contract; or
(b) within ten days of the date of the invoice for non-delivery.
8.9 In the event of a valid claim for defect, loss, damage, or non-compliance with the Contract (save in respect of non-delivery, in which case the provisions of condition 8.10 shall apply) the Company undertakes at its option either to repair, replace or refund the items concerned at its expense but shall not be under any further or other liability in connection with such loss, damage or non-compliance.
8.10 Without prejudice to clauses 15 and 17, in the event of a valid claim for non-delivery the Company undertakes at its option to replace the items concerned at its expense or to refund the Buyer for all payments made and compensate for its reasonable costs and expenses in obtaining replacement goods of similar description in the cheapest market available, but shall not be under any further or other liability in connection with such non-delivery.
8.11 If the Buyer shall fail to give notice in accordance with condition 8.8 above the items delivered shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept the same accordingly and all claims in respect of non-delivery, loss, damage, defect or non-compliance shall (save as set out in condition 13 below) thereafter be wholly barred.
8.12 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may at its sole discretion without prejudice to its other rights and for such period as the Company may determine store the Goods at the Buyer's risk and take all reasonable steps to safeguard and insure them at the Buyer's cost, provided that the Buyer shall be immediately informed thereof.
8.13 The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right.
8.14 Notwithstanding any other provision of these conditions, the Company reserves the right to cancel a delivery or an order (without further liability for any failure to deliver or otherwise provide the relevant Goods) where it believes (acting reasonably) that making such delivery or fulfilling such order would place it in breach of any law , rule, regulation or government measure to which it is subject including, without limitation, any law, rule, regulation or government measure that relates to export controls (or equivalent) in any relevant territory.
8.15 Without prejudice to clause 8.14, the Buyer shall inform the Company immediately if it becomes aware that making a delivery of Goods to the Buyer will, or is likely to, place the Company in breach of any law, rule, regulation or government measure including, without limitation, any law, rule, regulation or government measure that relates to export controls (or equivalent) in any territory.
9 Availability
9.1 All Goods are subject to availability. While the Company endeavours to hold sufficient stock to meet all orders, if they have insufficient stock to supply or deliver the Goods ordered and paid for by you, the Company will attempt to contact you using the details you have provided to us to ask you how you wish to proceed. The Company may, at its discretion, process any part of the order which is available. Where there is insufficient stock to supply or deliver the Goods ordered, the Company will refund you the price paid for such Goods as soon as possible and in any case within 30 days or, in the case of an account customer, the Company may, in their absolute discretion, as soon as possible raise a credit to offset the amount invoiced to the Buyer.
10 Returns
10.1 The Company does not accept returns or exchanges unless the item the Buyer purchased is defective damaged or non-compliant as set out in clause 8.8 or clause 13.1 above. If you receive a defective, damaged or non-compliant item, pleased contact us at returns@bifold.co.uk within 7 days of delivery (if claiming under clause 8.8) or discovery (if claiming under clause 13.1) with details of the product and the damage, non-compliance or defect. The Buyer can send the item you consider defective, at the Buyers expense, to Bifold Fluidpower Limited, Broadgate, Oldham Broadway Business Park, Chadderton OL9 9XA, UK.
10.2 Upon receipt of the returned product, the Company will fully examine it and notify the Buyer via e-mail, within a reasonable period of time, whether the Buyer is entitled to a refund, repair or a replacement as a result of the defect, damage or non-compliance. Any refund will be provided by the original method of payment used by the Buyer.
11 Passing of title and risk
11.1 Unless otherwise expressly agreed in writing, risk of loss of, or damage to, and ownership (also known as “title”) in the Goods shall pass to the Buyer when the Goods are handed over by the Company to its carrier of transportation to the Buyer. Notwithstanding this, the Company will arrange on the Buyer's behalf for insurance (with the Company as beneficiary) against the Buyer’s risk of loss, or damage to, the Goods up to the point that they are delivered to the Buyer when the Goods are in transit and, upon request, provide the Buyer with proof of insurance.
12 Conditions and warranties
12.1 The Contract shall not constitute a sale by description or sample.
12.2 All images are for illustration purposes only. Contents / accessories shown in images are not included unless stated in product description.
12.3 Any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise howsoever) as to the quality of the Goods or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods with any description or sample are hereby expressly excluded.
13 Defective Goods
13.1 In substitution for all rights which the Buyer would or might have but for these conditions the Company undertakes in the case of Goods manufactured by the Company that if within twelve months of delivery of any item of the Goods a defect in materials or workmanship appears therein being a defect which would not be obvious on reasonable inspection thereof (whether such an inspection was carried out or not) it will at its own discretion either credit to the Buyer the full price paid by the Buyer to the Company for such item or repair it or supply a replacement thereof free of charge at the place of delivery specified by the Buyer for the original Goods provided that in any case the original Goods have been accepted and paid for.
13.2 In the case of Goods not manufactured by the Company, the Company will pass on to the Buyer to the extent that it is able any benefits obtainable under any warranty given by the Company's supplier provided that the Goods have been accepted and paid for.
13.3 In order to exercise its rights under this condition the Buyer shall inform the Company within seven days of the earlier of the date when such defect appeared or the date when such defect ought reasonably to have been discoverable and shall at the Company's written request return the defective Goods carriage paid to the Company's Premises.
13.4 Nothing in the Contract shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer, its servants or agents including in particular (but without prejudice to the generality of the foregoing) any failure by the Buyer to comply with any recommendations of the Company as to storage and handling of the Goods.
13.5 Where the Goods are for delivery by instalments any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
13.6 Nothing in the Contract shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its wilful act or omission or negligence.
14 Buyer's specification
14.1 Subject to clause 13.6, the Company shall not be liable in any respect for any loss or damage arising out of any inaccuracies in any information, drawing, bill of quantities or specification supplied by the Buyer.
15 Excluded liability
15.1 The Company shall not be liable to the Buyer for any liability in contract, tort (including, without limitation, negligence and wilful default) or otherwise for any loss of goodwill, business, profits, revenue, anticipated savings or wasted expenditure or any indirect or consequential loss or damage whatsoever arising out of the performance, purported performance or breach of the Contract.
16 Default or insolvency of Buyer
16.1 If the Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Buyer's property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any resolution or petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator of the whole or any part of such company's undertaking property or assets shall be appointed the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company's right subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend delivery or any further deliveries (as the case may be) of Goods until any default by the Buyer be remedied.
17 Limitation of liability
17.1 Without prejudice to the operation of the provisions of clauses 13.6, and 15.2 the aggregate liability of the Company (whether in contract or tort (including, without limitation, negligence and wilful default) or breach of statutory duty or otherwise howsoever) to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to:
(a) £1,000,000 for damage to property (excluding the Goods); or
(b) for all other loss or damage the price of the Goods in respect of which the liability arises.
18 Representations
18.1 The Contract sets out the entire agreement and understanding between the parties.
18.2 Both parties agree that:
(a) it has not entered into this Contract in reliance upon any representation, warranty or undertaking of any other party that is not expressly set out or referred to in this Contract;
(b) no part shall have any remedy in respect of misrepresentation or untrue statement made by any other party unless and to the extent that a claim lies for breach of warranty under this Contract; and
(c) this clause shall not exclude liability of either party for fraudulent misrepresentation.
19 Force majeure
19.1 The Company shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered if and to the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including (but not limited to) strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.
20 Cancellation
20.1 The Company’s products are made to order. As such the Buyer may not terminate the Contract or cancel any order prior to acceptance by the Company except by agreement with the Company in writing and upon the payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation or termination.
20.2 The Company may at any time terminate the Contract on any material change in the Control or ownership of either the Company or the Buyer.
21 Sub-contracting
21.1 The Company may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any person, firm or company.
22 Severance
22.1 Each of the provisions and separable parts of these terms and conditions shall be construed as independent and standing on its own. Should any part be or become partially or totally invalid or for any reason unenforceable such part shall be deemed deleted and none of the other provisions or parts thereof shall be invalidated or affected in any way and shall remain in full force and effect.
23 Proper law
23.1 The Contract shall in all respects be governed by and construed in accordance with English law and shall be deemed to have been made in England and the Buyer and the Company agree to submit to the exclusive jurisdiction of the English courts and it is agreed that the High Court in Manchester is a convenient forum for the hearing of any dispute.
24 Consumers
24.1 Where the Buyer is a Consumer the Buyer confirms that they are over the age of 18 and that (where applicable) delivery will be accepted by a person over the age of 18. The Company reserves the right to cancel the Buyer’s order or terminate the Contract if the Company reasonably believes it that the Buyer does not meet the age restrictions for certain Goods.
24.2 Where the Buyer is entering into a Contract as a Consumer, the Buyer has certain legal rights. Nothing in these conditions is intended to affect or limit these rights, and for more detailed information on them please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. The following is a summary of some of those key legal rights.
All Goods must be as described, fit for purpose and of satisfactory quality. During the expected life of the Goods the Buyer's legal rights entitle the Buyer to the following:
(a) up to 30 days after delivery: if the item is faulty, then the Buyer can get a refund;
(b) up to six months after delivery: if the faulty item can't be repaired or replaced, then the Buyer is entitled to a full refund in most cases;
(c) up to six years after delivery: if the item can be expected to last up to six years the Buyer may be entitled to a repair or replacement, or, if that doesn't work, a partial refund.
24.3 Where the Buyer is a Consumer the Company are under a legal duty to supply Goods that are in conformity with this Contract.
24.4 Where the Buyer is a Consumer, the rights set out at clause 13 are in addition to, and do not affect, the Buyer's legal rights set out in clause 24.2 in relation to Goods that are faulty or not as described.
24.5 If the Buyer purchases Goods from the Company as a Consumer, to the extent not prohibited by law, the Company accepts no liability for any:
(a) loss which is not foreseeable (loss is foreseeable if it was an obvious consequence of its breach or if it was contemplated by the Buyer and the Company at the time they entered into the Contract);
(b) loss which arises when the Company is not at fault or in breach of the Contract; and
(c) business loss (which includes loss of profits, loss of business, contracts, goodwill, business opportunity and other similar losses, as well as business interruption).
24.6 If the Buyer is a Consumer and has any complaint as regards the Goods provided or this Contract at any time, then please contact the Company at returns@bifold.co.uk or on 0161 345 4777. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without having to go to court. If the Buyer is not happy with how the Company have handled any complaint, the Buyer may want to contact the alternative dispute resolution provider used by the Company. The Buyer can submit a complaint to Pro Mediate UK Ltd via their website at www.promediate.co.uk. In addition, please note that disputes may be submitted for online resolution to the EU Online Dispute Resolution Platform at http://ec.europa.eu/odr.