- Application of Conditions
The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller,
These Conditions shall govern the Contract of sale and supply
In these Conditions:-
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“the Buyer” means the person who accepts our prices and places an order for goods or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller; “the Contract” means the contract for the purchase and sale of the Goods under these conditions. No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Seller.
“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“the 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 Conditions
“the Seller” means GEAR HEAD LUBE a company registered in England (company registration number 11228350) under GEAR HEAD LUBE and includes all employees and agents of GEAR HEAD LUBE
“writing” includes any communications effected by letter, electronic mail or any comparable means.
- Basis Of Sale
Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered once orders have been acceptance by the Seller and no contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued an invoice for the goods.
Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
- Orders and Specifications
No order submitted by the Buyer shall be deemed to be accepted by the Seller until the transaction has settle and payment has been received. All orders must be submitted via the website or by PO.
The specifications for the Goods shall be those set out in the Seller’s sales documentation and on the online ordering portal.
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
After an order has been shipped, any cancellation will require goods to be returned at the Buyers cost and the Seller may charge a restocking fee of 20% of the returned item value at their discretion. Retuned goods must be undamaged, unopened, unmarked and suitable for resale.
Wholesale Buyers are permitted to use advertising literature or images, including electronic materials, from the manufacture of the products so long as this contract is valid and no payments are outstanding, the Seller may make available POS materials, copies of which may be taken by the Buyer for further use by the Buyer.
Whilst the Seller will provide some advertising of the products, they provide the Buyer has responsibility for advertising the range they hold in stock with no obligation being held to the Seller.
The Seller reserves the right to sell to whom they chose in any area they chose, no area is exclusive and the Sellers decision is final.
The price of the Goods shall be the price listed on the Sellers wholesale and retail price lists as well as on the website.
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labor, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
In any price list of the Seller all prices are exclusive of the Seller’s charges for pick pack and ship. Transport fees are chargeable if orders are under the rate set out for minimum order and it is the Buyers explicit responsibility to ensure their order meets these values, the Seller will generally try to help avoid unnecessary charges but CANNOT and WILL Not be held liable for any disputes where carriage has been charged for orders under these values.
The price is exclusive of any applicable taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller. All prices are FOB 1821 Lincoln St. Cedar Falls, IA
Unless any special terms have been previously agreed in writing between the Buyer and the Seller, the Buyer shall pay the price of the Goods delivered without deduction or set off.
The Buyer must pay in full within 30 days of the date of the Seller’s invoice. Payment shall be made no later than the due date. Receipts for payment will be issued only upon request.
All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller. Payments are preferred by BACS, any other form of payment must be clear by the due date set on the Sellers invoice. Due to excessive admin requirements cheque payments are NO LONGER accepted.
The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller.
If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.
Should invoices not be paid in full within 14 days of the date set on the Sellers invoice the outstanding sum will be charged a weekly interest fee calculated at 5% above the Bank of England base rate, backdated to the original due date. Invoices then not paid in full within a further 14 days will, at the Sellers discretion result in the outstanding amount being converted from the original pricing to the full retail price of the products invoiced, as shown in the Sellers current price list (at the time of sale)
At the Sellers discretion Buyers that have been overdue by 14 days or more from the invoice due date, on more than one invoice will then be converted to Pro Forma sales for as long as the Seller deems appropriate.
The Buyer can benefit from a 2% discount on their invoices should they pay on a Pro Forma basis. This discount is only available to accounts that qualify for 14 day terms.
Delivery of the Goods shall be made by the Seller delivering the Goods to the place specified as the Buyer’s main place of business or designated “ship to” address. ‘Drop Ship’ orders will be delivered to the address specified in writing by the Buyer
Any Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller.
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
It is the Buyers responsibility to take Delivery of the Goods and to make the Seller aware of any delivery days that may be of issue so that where possible the Seller will try to avoid these days (ie days shop is closed). In the event of a supply disruption, Gearhead will notify the buyer with revised timing.
If the Seller fails to deliver the Goods or any of them on the Delivery Date other than for reasons outside the Seller’s reasonable control at any time thereafter the Seller shall have no liability in respect of such late delivery;
if the Buyer gives written notice to the Seller within 3 Business Days after the expected Delivery Date and the Seller fails to deliver the Goods within 3 months after receiving such notice the Buyer may cancel the order and the Seller’s liability shall be limited to the excess (if any) of the cost of the Buyer (in the cheapest available market) of similar goods to those not delivered over the price of the Goods not delivered.
The Seller may assign the Contract or any part of it to any person, firm or company.
The Buyer shall not, any under any circumstances, be entitled to assign the Contract or any part of it to another party.
The Buyer shall have no right to re-distribute any of the products to any third-party business, any such action will deem the contract void.
- Defective Goods
If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within three business days of such delivery, the Seller shall at its option:-
– replace the defective Goods within 2 weeks of receiving the Buyer’s notice; or
– credit to the Buyer the price for the goods which are defective; but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as aforesaid. Where goods may have been used for any period the seller shall, within its legal rights, depreciate the item in relation to the use by the Buyer.
– repair, most goods would not have this option due to their nature but where possible a repair will be offered
No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied products are subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer. The Seller shall be under no liability in respect of any defect arising from any willful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration of the Goods without the Seller’s approval, or any other act or omission on the part of the Buyer, its employees, or agents or any third party.
Subject as expressly provided in these Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Where the Goods are sold under a consumer sale the statutory rights of the Buyer are not affected by these Conditions.
Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
The Buyer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.
In the event of a return outside of these terms the Buyer will be fully liable for all return carriage costs.
- Buyer’s Default
If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
– cancel the order or suspend any further deliveries to the Buyer;
– Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
– charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5% or the maximum allowed.
This condition applies if:-
If invoices remain unpaid after 90 days of due date any outstanding amounts will be passed for debt recovery action and any costs incurred will be added to the outstanding amount.
– All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by electronic mail:
- Force Majeure
– In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 17.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
– Sub-clause 17.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
– Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement. 17.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
– No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
– If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
– The Seller reserves the right to cease this contract at any time should they feel any of the terms have been breached.