1.1 These conditions shall apply to and be incorporated in all contracts
between Gedore U.K Ltd and the Buyer and shall prevail over any terms and conditions of the Buyer. By placing an order the Buyer acknowledges that these conditions have been read, understood and accepted. No modification of these conditions shall be effective unless authorised by a director or an authorised representative of the Company in writing.
1.2 Any subsequent orders placed by the Buyer shall be deem to be subject to these terms unless expressly agreed otherwise in writing by a director of the company.
2.1 Any date referred to in the Company’s quotation or order acknowledgement for the delivery of goods is approximate only and the Company will not be liable for any loss or damage direct or indirect arising from a failure to meet any such delivery date. Where there is in the opinion of the Company delay by the Buyer in providing all information or instructions necessary for the Company to complete delivery, the Company may give notice extending the delivery period with prejudice to the Company’s right to vary the price under condition 3.2 hereof.
2.2 The Company shall be entitled to withhold delivery of any goods if, at the time when delivery is due, payment is due to the Company from the Buyer in respect of any other goods or services.
2.3 Except where otherwise stated, delivery is at the Company’s works and where goods are to be collected, the Company shall notify the Buyer that the goods are ready for collection and the Buyer shall collect or arrange for the collection of the goods within 7 days from the receipt of such notification. If the goods are not collected within 7 days then the Company reserves the right to charge for storage and if the goods are not collected within 7 days the Company shall be entitled to suspend a further performance of the contract and to treat the contract as being wrongfully repudiated by the Buyer and forthwith terminate the contract without liability for any loss whether direct or indirect suffered by the Buyer by reason of such termination.
2.4 If the company is prevented from delivering goods by any cause outside its reasonable control (including but not so as to limit the generality of the foregoing fire, explosion, plant breakdown, interference by labour strikes or lock outs or non availability of transport or materials) then the period of the delivery shall be extended accordingly and the Buyer shall have the right to terminate the contract by reason of such delay, provided always that is the delivery date has been exceeded by 28 weeks then the Buyer may give notice to the Company to terminate the unfulfilled part of the contract but the Company shall have no liability to the Buyer for any loss or damage arising therefrom.
3.1 Unless otherwise stated all prices quoted by the Company are exclusive of VAT.
3.2 The company has the right to alter the contract price to the price applicable at the date of despatch if variations in the cost of materials and/or labour and/or any other factor affecting the cost of production and delivery shall in the Company’ opinion make such alteration necessary. The Company also has the right to alter the contract price if there is a relevant change in the exchange rates between the date of order and the date of delivery.
3.3 All goods supplied shall be paid for within 30 days of the invoice date or as otherwise specified by the Company. Overdue accounts will incur interest from the date upon which payment falls due, which interest shall accrue from day to day at 2% annum above National Westminster Bank’s base rate.
3.4 In addition the Company has the further rights in the event that the Buyer fails to pay for any goods by the date when payment is due:
3.4.1 to cancel the balance (if any) of the order and to recover from the Buyer damages for any loss suffered by the Company as a result of such cancellation;
3.4.2 to cancel any other order or the balance of any other order which the Company may have with the Buyer and to recover from the Buyer damages for any loss suffered by the Company as a result of such cancellation;
3.4.3 to refuse any further orders.
4.1 The risk in the goods shall pass to the Buyer when the Company delivers the goods to the Buyer or other person to whom the Company has been authorised by the Buyer to deliver the goods and the Company shall not be liable for any loss or damage to the goods thereafter.
4.2 In the case of export sales the risk in the goods shall pass to the Buyer in accordance with the terms of sale specified in the Company’s order acknowledgement. On FOB, CIF or C&F shipments the risk will pass to the Buyer at the ship’s rail.
5.1 Until payment by the buyer in full of all sums due to the Company on any account the property in the goods shall remain in the Company and the Buyer shall not hold the goods as bailee for the Company. The Buyer shall store the goods so that they shall at all tie be identifiable as goods of the Company but the Buyer may in the ordinary course of business sell or otherwise dispose of or deal with the goods.
5.2 If the Buyer shall receive any monies in respect of the goods such monies shall be held by the Buyer as trustee on behalf of the Company in a separate account without prejudice to the Company.
5.3 The Company may by written notice terminate the Buyer’s power of sale if payment is overdue in whole or in part. At any time after such termination the Company or its agents may enter the premises of the Buyer and take possession of any goods in which the property remains in the Company and remove and dispose of them as the Company thinks fit. The Company shall apply the proceeds of disposal (after deduction of all expenses) in or towards discharge of the amount unpaid by the Buyer.
6.1 All designs and specifications for goods shall be subject to alteration without notice.
6.2 The Buyer should satisfy himself, by testing samples or otherwise, of the fitness for his purpose of all goods ordered and will be deemed and conclusively presumed to have done so. If goods delivered differ materially from their description or from samples supplied or are by reason of faulty material or workmanship by the Company unmerchantable the Company undertakes to replace such goods or (at the option of the Company) to refund the purchase price. This undertaking by the Company is subject to and conditional upon the following:
6.2.1 claims is respect of faults readily discernible on a reasonable examination of the goods shall be made as soon as such faults are reasonably capable of discovery but in any event within 3 days of the delivery of the goods.
6.2.2 claims in respect of other faults not discernible unit the goods have been taken into use shall be made as soon as the fault is reasonably discernible but in any event within 3 days of the use of the goods.
6.2.3 all claims must be made in writing and the Buyer must afford the Company the opportunity of examining any goods which are the subject of claim before the goods have been further handled or otherwise dealt wit/
6.2.4 the Company will not be liable for any damage to or deterioration of the goods which may occur after delivery whether the same may occur due to unsuitable storage conditions, inappropriate use, neglect, accident or to any other cause whatsoever.
6.2.5 subject to clause 6.5.2 the undertaking of the Company to make a replacement or refund shall be the absolute limit of the Company’s liability to the Buyer in respect of any such claim. The undertaking is in substitution for any condition or warranty (except as to title clause) implied by statute, common law or otherwise in respect of the goods.
6.3 No claim for short delivery of goods or goods damaged in transit can be entertained unless either (where this is possible) a receipt is given to the carrier detailing the shortage or damage at the time of delivery.
6.4 No claim for non delivery of goods can be entertained unless the Company receives written notification within 7 days (or 14 days if the delivery is outside Great Britain) of the date of the Company’s invoice that the delivery has failed.
6.5.1 Subject to the previsions of clause 6.5.2, in the event of any claim being made by the Buyer against the Company in respect of the goods or any matter arising from or in relation to the contract (including without prejudice to the generality of the foregoing any claim for non delivery of or for any defect in or damage to the goods, or in respect of any breach of any term, condition or warranty relating to the quality or quantity of the goods) the liability of the Company to the Buyer shall be limited (in respect of each claim) to the invoice value of the goods and under no circumstances shall the Company be liable to the Buyer whether for loss or profit or for any other direct or consequential loss howsoever arising.
6.5.2 Nothing in these conditions shall operate or be construed as operating resulting from the negligence of the Company.
7.1 If the Buyer:
7.1.1 makes default or commits any breach of its obligations to the Company hereunder; or
7.1.2 is involved in any legal proceedings in which its solvency is in question;
7.1.3 is a company and any meeting is convened or resolution is passed or petition is presented (otherwise than for reconstruction or amalgamation) to wind it up or a receiver or administrative receiver is appointed over all or any part of its assets or undertakings or an administrative order is made in respect of it; or
7.1.4 ceases or threatens to cease trade
then in any such case the Company shall immediately become entitled (without prejudice to its other claims and rights under the contract) to suspend further performance of the contract for such time as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the Buyer and forthwith terminate the contract.
All contracts between the Company and the Buyer shall be governed by English law and all disputes, differences or questions at any time arising between the parties as to the construction of the contract or any matters arising therefore or in any way connected therewith shall be subject to the exclusive jurisdiction of the English courts of law to whose jurisdiction the Company and the Buyer hereby submit save that the Company shall be at liberty to bring any legal proceedings against the Buyer in the courts of any other country which it considers appropriate.
The sub-headings of these conditions are not to be regarded as part thereof.