Terms and Conditions

Commercial Offer subject to Bolina Standard Terms & Conditions below, unless otherwise specified in the Special Terms & Conditions.

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Definitions "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document "Bolina" or "Supplier" shall mean Bolina Ltd, the legal entity from which the Commercial Offer is made and for which the Contract with the Client will be entered into. "Customer" shall mean the addressee of this Commercial Offer and the party entering into a Contract with Bolina for the supply of goods or services as outlined in this Commercial Offer. Intellectual Property Rights means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable Specification Document means a statement of work, quotation or other similar document describing the goods and services provided by the Supplier.
General
  1. These Terms and Conditions shall apply to all Contracts for the supply of goods and services by the Supplier to the Customer.
  2. Before the commencement of the services the Supplier shall submit to the Customer a Specification/offer Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification/offer Document. All Specification/offer Documents shall be subject to these Terms and Conditions.
  3. The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
Currency Payment in any currency other than the currency quoted is subject to prior agreement of the applicable exchange rate. The Customer remains liable for any shortfall in value received by Bolina due to the Customer’s payment in a currency other than that invoiced by Bolina.
Price/ Payment
  1. Bolina’s fee is quoted as a unit rate for Supply only unless installation is detailed in the Specification. Any increase in quantities or change to specifications will result in a variation to the Contract and the fee.
  2. The price for the supply of goods and services are as set out in the Specification/offer Document. Unless stated otherwise the Supplier shall invoice the Customer the price stated within the Specification/offer Document on completion of goods delivered and services provided.
  3. Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The supplier shall be entitled to charge interest on overdue amounts from the date when payment becomes due until date of payment received at a rate of 10% per annum.
  4. The supplier may at any time request the customer to make payment in advance for services and/or goods.
Delivery
  1. The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the Contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
  2. All risk in the goods shall pass to the Customer upon delivery.
Specification of the Goods All goods shall be required only to conform to the specification in the Specification/offer Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
Out of Scope Works / Variations Works outside of, or amendments to the Scope of Works may be charged as a variation. Rates and fees to be agreed between the Customer and Bolina on a job-by-job basis and must be confirmed in writing prior to commencement.
Delays & Storage Charges
  1. Delays in deliveries after dispatch caused by site access restrictions, delays in approvals, permissions or customs clearance documentation provided by Customer or due to any other reason within the Customer’s control, may be charged at downtime rates at a rate of GBP 300 per trailer per day.
  2. Bolina shall store finished orders for up to 30 Days from completion of order without any storage charge to the Customer. If the Customer fails to take delivery of any Product within this period, Bolina will be required to move goods to a 3rd party storage facility and in this event shall be entitled to invoice the Customer for administration and storage costs at the rate of GBP 100 per day for every day beyond 30 days.
Exports (outside UK/EU)
  1. Clearing/Border agents to be arranged & provided by the Customer prior to shipment dispatch from UK unless agreed beforehand in writing between the Client and Bolina.
  2. The Customer indemnifies Bolina for all additional costs (including but not limited to transport detention/hold/customs hold/fines/penalties) incurred due to delays in border clearance that are deemed to have been caused by the Customer or their appointed agents/representatives. Bolina reserves the right to request payment of delay charges to cover detention/delay charges prior to offloading of materials onsite.
  3. In the event of the Customer refusing to indemnify Bolina for additional costs incurred that are directly attributable to the Customer or its appointed agent/representatives, Bolina reserves the right to return the shipment to its point of origin, at which point Bolina’s obligations in respect to delivery are deemed to have been met and the Customer will be responsible for any subsequent collection of the product from its point of origin. The Customer indemnifies Bolina for all additional costs incurred in returning the product to or subsequent collection from its point of origination.
  4. Transit/Lead times are approximate indication and are subject to change depending on the border clearance procedures and other such factors which are beyond control or hold of Bolina. Bolina will not be responsible/liable for any such transit delays.
Exclusions
  1. All works which are not mentioned in Scope of Works / Specification / offer.
  2. Design calculations or performance assessment of selected model to ensure suitability for installation location(The choice of piles and / or boom specifications is an estimated choice, based on previous experience and is not guaranteed Bolina can provide suitable engineering calculations for pile and boom size if provided with accurate data on craft, the ground geology and make up, plus information on water depth and maximum and minimum current velocities, including maximum flood levels etc.).
  3. Insurance of Works & Insurance of Customer’s property other than works.
  4. Performance Bond, Retentions, Bank Guarantees or other forms of security.
Maintenance Marine barriers require regular inspection and maintenance in order to ensure continued effectiveness and ensure longevity. General wear and tear does occur and should be repaired as it occurs. Bolina’s commitment to its product and Customer means we can provide advice regarding inspection, maintenance and repair even if installation and maintenance is carried out by a third party and not Bolina. Whilst Bolina may provide recommendations as to the most appropriate model for the conditions, we realise that timing and budgetary constraints do come into the decision and the final choice of barrier model to install is ultimately the Customer’s responsibility.
Warranty Bolina warrants that all products manufactured conform to technical specifications stated and are free from defects in materials and workmanship. Any product not conforming to agreed technical specifications will be repaired or replaced under warranty within a period of 24 months unless otherwise stated. Limits to warranty include wear and tear as reasonably expected in a marine environment; damage resulting from installation, removal or relocation of barrier (when not carried out by Bolina); damage due to severe weather, vessel impact or deliberate vandalism; or damage due to failure to regularly inspect and maintain the product.All applicable warranties are subject to Bolina having received full payment for the product and all related charges in line with these Terms & Conditions, failing which all warranties are considered null and void. Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
Limitation of Liability
  1. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the value of the goods for the Customer to which the claim relates.
  2. In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
  3. Bolina shall have no liability whatsoever for deficiencies in design and/or services carried out by others. Bolina shall have no liability whatsoever for design, structures, services, installations or the like not included within its scope.
  4. So far as the law governing this Agreement permits, the Customer shall indemnify Bolina against the adverse effects of all claims including claims by third parties which arise out of or in connection with the Agreement including any made after the expiry of the period of liability, except so far as they are covered by the insurances arranged by Bolina.
Force Majeure Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to any acts of God, strikes, lock outs, accidents, war, fire, pandemic, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature of such events.
Waiver The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Severability If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed, and the remainder of the provisions shall continue in full force and effect.
Early Termination In the event the Customer terminates or cancels the goods and services agreed upon after production has commenced, they shall be required to pay the Supplier the full value of any materials already produced.
Dispute Resolution If a dispute arises, the parties shall, prior to the initiation of any legal proceedings, use their best efforts in good faith to reach a reasonable and equitable resolution of the dispute. If the parties are unable to resolve or settle any dispute within 7 days of the dispute being notified (in writing) to the relevant party, then the dispute will be referred to and finally settled under the exclusive jurisdiction of the courts of England where this agreement is governed.
Documents & Intellectual Property Bolina shall retain full ownership of all rights, titles and interest (including intellectual property rights, trade secret rights, and all other rights and all other rights of any sort), relating to any and all works of authorship, technical and business concepts and methods, software and software code, designs, know how, ideas and information made or conceived or reduced to practice in whole or in part in connection with its performance of the contract or purchase orders. All proprietary information, in whatever form, are works made for hire to the extent allowed by law.
Independent Contractors The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
Transfer of Ownership The ownership of the goods and services rendered under the contract or purchase order shall only transfer to the Customer on receipt of full payment and delivery at the agreed location. Risk shall pass on at delivery at the agreed location or as otherwise as set out above under “Exports”.
Acceptance of Terms & Conditions Insofar as there are any conflicting terms or inconsistencies between the terms included, endorsed on, or annexed to in any purchase orders or any other document, quotation, tender provided by the Customer and the Terms & Conditions set out in the Commercial Offer Document, the Terms & Conditions within this Commercial Offer Document will take precedence over the conflicting terms within the purchase orders, document, quotation or tender.
No Third Parties Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
Assignment The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
Invoices All invoices, including supporting documentation will be submitted in electronic format only in line with Bolina’s policies regarding sustainability.