Conditions of Sale

These Conditions of Sale (“Conditions”) apply to the sale and supply of TimeBeat hardware products (“Products”) by TimeBeat Ltd (“TimeBeat”, “we”) to the customer named on the order or invoice (“you”). They take precedence over any terms or conditions contained in your purchase order unless expressly agreed in writing.

Use of TimeBeat software, cloud services and documentation is governed by our separate Terms of Service.

A contract is formed only when TimeBeat accepts your order in writing (including by email). Quotes are valid for 30 days from the date of issue unless otherwise stated. TimeBeat may refuse or cancel any order at its discretion before acceptance, including where stock is unavailable or where pricing has changed.

Prices are as quoted and are exclusive of VAT, customs duties, shipping, insurance and any other taxes or charges, which will be added where applicable.

• Payment is due within 30 days of the invoice date unless otherwise agreed.
• Late payments may accrue interest at the statutory rate under the UK Late Payment of Commercial Debts (Interest) Act 1998.
• TimeBeat may require full or partial pre-payment for new customers, large orders or custom-configured Products.

Delivery dates are estimates. TimeBeat will use reasonable endeavours to meet them but is not liable for delays caused by factors outside its control.

Unless otherwise agreed, Products are delivered on an Ex Works (Incoterms 2020) basis from our UK facility. You are responsible for import duties, taxes and customs clearance in the destination country.

Risk in the Products passes to you on delivery. Title in the Products passes to you only when TimeBeat has received payment in full, including any applicable taxes and delivery charges.

Until title has passed, you must keep the Products clearly identifiable as TimeBeat property, hold them as bailee, and insure them against loss or damage.

You must inspect Products on delivery and notify TimeBeat in writing of any shortages, visible damage or obvious defects within 7 days of delivery. Products are deemed accepted if no notice is received within that period.

TimeBeat warrants that Products will be free from defects in materials and workmanship and will materially conform to their published specifications for a period of 24 monthsfrom the date of delivery (the “Warranty Period”).

Your exclusive remedy under this warranty — and TimeBeat’s sole obligation — is, at TimeBeat’s option, to repair, replace or refund the purchase price of a defective Product returned under our RMA process during the Warranty Period.

The warranty does not cover:

• Damage caused by misuse, abuse, accident, unauthorised modification or repair
• Damage caused by use outside the specified environmental or electrical limits
• Consumable items, cosmetic damage or normal wear and tear
• Products from which serial numbers have been removed or altered
• Defects arising from third-party hardware, software or services not supplied by TimeBeat

Products may only be returned with a Return Material Authorisation (RMA) number issued by TimeBeat. Contact info@timebeat.app to request an RMA. Returns without an RMA will be refused.

You are responsible for shipping costs to TimeBeat’s facility. TimeBeat will cover return shipping for warranted repairs or replacements.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special or exemplary damages, or for loss of profits, revenue, data, goodwill or business opportunity, arising out of or in connection with the supply of Products.

TimeBeat’s total aggregate liability in respect of any order will not exceed the price paid by you for the Products giving rise to the claim.

Nothing in these Conditions limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited or excluded under applicable law.

Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, industrial action, pandemic, fire, flood, supply-chain disruption or failure of utilities or communications networks.

Products and related technology may be subject to UK, EU, US or other export-control laws. You agree not to export, re-export or transfer Products in contravention of applicable law, and will provide any end-user information reasonably requested by TimeBeat to support export-control compliance.

Standard-configuration orders may be cancelled without charge up to 48 hours before shipment. Custom-configured or made-to-order Products are non-cancellable and non-refundable once manufacturing has started.

These Conditions are governed by the laws of England and Wales. Any dispute arising out of or in connection with the supply of Products is subject to the exclusive jurisdiction of the courts of England and Wales.