Terms of Sale
Last Updated: [Insert Date]
These Terms of Sale ("Terms") govern the purchase of laboratory equipment, bespoke furnaces, accessories, and related services ("Goods" and "Services") from Benli Management Ltd ("we", "us", "our"), a company registered in England and Wales. By placing an order with us, you ("the Customer", "you") agree to be bound by these Terms.
1. Definitions
- "Goods" means any laboratory equipment, furnaces, spare parts, accessories, or consumables supplied by us.
- "Services" means installation, commissioning, training, warranty support, or any other service agreed in writing.
- "Bespoke Goods" means any Goods manufactured, modified, or sourced to the Customer's specific requirements.
- "Order" means a written or electronic purchase order accepted by us in accordance with these Terms.
2. Orders and Acceptance
2.1 All Orders are subject to acceptance by Benli Management Ltd. An Order is only confirmed when we issue a written Order Acknowledgement or Proforma Invoice.
2.2 The Customer is responsible for ensuring the accuracy of all information provided in the Order, including specifications, quantities, and delivery addresses.
2.3 We reserve the right to refuse any Order at our sole discretion, including without limitation where the Goods are unavailable, pricing errors exist, or the Customer's credit status is unsatisfactory.
3. Quotations and Pricing
3.1 All quotations are valid for 30 calendar days from the date of issue, unless otherwise stated in writing.
3.2 Prices quoted are in Pounds Sterling (GBP) and are exclusive of VAT, unless otherwise stated. VAT will be charged at the prevailing rate where applicable.
3.3 For Bespoke Goods, pricing is based on the specification agreed at the time of quotation. Any changes requested by the Customer after acceptance may result in additional charges.
3.4 We reserve the right to adjust pricing in the event of significant currency fluctuations, changes in import duties, or unforeseen increases in manufacturing or shipping costs. The Customer will be notified before any such adjustment takes effect.
4. Payment Terms
4.1 For standard Goods, a deposit of 30% to 50% of the total Order value is required upon Order confirmation, unless alternative terms are agreed in writing.
4.2 For Bespoke Goods, a non-refundable deposit of 50% is required before manufacture commences.
4.3 The balance of the Order value is due prior to delivery or within 30 days of the invoice date for approved account holders, as specified in the Order Acknowledgement.
4.4 Payments may be made by bank transfer to the account details provided on our invoice.
4.5 Late payments may incur interest at the rate of 4% per annum above the Bank of England base rate, calculated daily from the due date until payment is received in full.
5. Delivery and Shipping
5.1 Delivery dates provided are estimates only and time shall not be of the essence. We will use reasonable endeavours to meet estimated delivery dates but shall not be liable for any loss or damage arising from delay.
5.2 Delivery shall be deemed complete when the Goods are made available at the delivery address specified in the Order. Risk in the Goods passes to the Customer upon delivery.
5.3 The Customer shall inspect the Goods upon delivery and notify us in writing of any visible damage or shortage within 48 hours. Failure to notify within this period shall constitute acceptance of the Goods as delivered.
5.4 For international shipments, the Customer is responsible for any customs duties, import VAT, or other charges levied in the destination country, unless otherwise agreed.
5.5 We act as Importer of Record for Goods entering the United Kingdom and will handle customs clearance, import VAT, and CE compliance documentation as part of our standard service.
6. Title and Risk
6.1 Risk in the Goods passes to the Customer upon delivery in accordance with Clause 5.2.
6.2 Title (legal ownership) in the Goods shall not pass to the Customer until we have received payment in full (in cash or cleared funds) for the Goods and all other sums due to us from the Customer.
6.3 Until title passes, the Customer shall hold the Goods as our fiduciary agent, keep them properly stored and insured, and clearly identify them as our property.
7. Bespoke and Custom Orders
7.1 Bespoke Goods are manufactured or modified to the Customer's specific requirements and cannot be cancelled or returned once production has commenced, except at our sole discretion.
7.2 The deposit paid for Bespoke Goods is non-refundable, reflecting the costs incurred in design, sourcing, and preparation.
7.3 The Customer is responsible for verifying all specifications, drawings, and technical requirements provided for Bespoke Goods. We shall not be liable for errors or omissions in specifications supplied by the Customer.
8. Warranty
8.1 We warrant that the Goods will be free from material defects in materials and workmanship for a period of 12 months from the date of delivery ("Warranty Period"), subject to the conditions below.
8.2 The warranty covers the repair or replacement (at our option) of defective parts. Labour for on-site warranty work in the United Kingdom is covered where included in the original Order or under a separate Service Agreement.
8.3 The warranty does not cover:
- Damage caused by improper use, installation, or maintenance contrary to our instructions;
- Normal wear and tear, consumable items (e.g., heating elements, thermocouples, seals);
- Modifications or repairs carried out by unauthorised personnel;
- Damage resulting from environmental conditions outside the specified operating parameters.
8.4 Warranty claims must be made in writing within the Warranty Period, providing full details of the defect and proof of purchase.
9. Returns and Cancellations
9.1 Standard Goods may be cancelled by the Customer within 7 calendar days of Order confirmation, provided manufacture has not commenced. A restocking fee of 20% of the Order value may apply.
9.2 Bespoke Goods cannot be cancelled or returned once production has commenced (see Clause 7).
9.3 Returned Goods must be in their original condition and packaging. The Customer bears the cost and risk of return shipping unless the Goods are defective.
9.4 This clause does not affect your statutory rights as a consumer where applicable.
10. Limitation of Liability
10.1 Nothing in these Terms shall limit or exclude our liability for:
- Death or personal injury caused by our negligence;
- Fraud or fraudulent misrepresentation;
- Any matter in respect of which it would be unlawful to exclude or restrict liability.
10.2 Subject to Clause 10.1, our total liability to the Customer in respect of all claims arising under or in connection with the supply of Goods and Services shall not exceed the total amount paid by the Customer for those Goods and Services.
10.3 We shall not be liable for any indirect, consequential, or special loss, including but not limited to loss of profit, loss of business, loss of data, or loss of research time.
11. Intellectual Property
11.1 All designs, drawings, specifications, and technical documentation created by us remain our intellectual property unless otherwise agreed in writing.
11.2 For Bespoke Goods, the Customer retains ownership of any proprietary specifications they provide. We retain ownership of any manufacturing processes, know-how, or modifications developed during production.
12. Installation and Training Services
12.1 Installation and training Services shall be provided in accordance with the scope agreed in the Order or separate Service Agreement.
12.2 The Customer shall provide safe and appropriate access to the installation site, including any necessary utilities (electricity, water, gas) and any site-specific safety inductions.
12.3 Any additional work requested on-site beyond the agreed scope will be subject to additional charges at our prevailing daily or hourly rates, plus reasonable travel and accommodation costs.
13. Force Majeure
13.1 Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause beyond that party's reasonable control. Such causes include, but are not limited to: acts of God, war, terrorism, fire, flood, pandemic, strike, lock‑out, or interruption of supply chain.
13.2 The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to resume performance.
14. Data Protection
14.1 Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
14.2 Any personal data shared in connection with an Order shall be used solely for the purpose of fulfilling that Order and shall not be disclosed to third parties except as necessary for delivery, installation, or legal compliance.
15. Governing Law and Jurisdiction
15.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
16. General Provisions
16.1 These Terms constitute the entire agreement between the parties in relation to the subject matter hereof and supersede all prior agreements and understandings.
16.2 No variation to these Terms shall be effective unless agreed in writing by an authorised representative of Benli Management Ltd.
16.3 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16.4 Failure or delay by either party in enforcing any provision of these Terms shall not be construed as a waiver of its rights.
17. Contact Information
All notices, enquiries, and communications relating to these Terms shall be addressed to:
Benli Management Ltd
Email: info@benlilab.co.uk
133 Tame Road, Birmingham, England, B6 7DG
Company number 12336658
VAT Registration Number: GB517610016
By placing an Order with Benli Management Ltd, you acknowledge that you have read, understood, and agree to be bound by these Terms of Sale.