1.Basis of the sale
1.1.The following conditions of Sales that apply to all contracts of sale made by the company GB LOCKING SYSTEMS LTD (hereinafter caller the Seller) and shall apply even though the Buyer may by its order or in any other manner seek to impose contrary or consistent terms of Conditions or purport to verify, modify or negotiate the same. Acceptance of terms will occur on receipt of this document.
1.2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and seller.
2. Orders and specifications
2.1. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any application specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
2.2. If the Goods are to be manufactured or any process is to be applied to the goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall not be entitled to cancel its order for the same.
2.3. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
2.4. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall identify the Seller in full against all loss (including loss of profit), costs, (Including the cost of all labour and materials used), damages, changes and expenses incurred by the Seller as result of cancellation.
3. Price of Goods
3.1. Prices are net excluding VAT (value added tax) unless stated in writing to the contrary. Any additional expenses incurred by the Seller in relation to the goods such as packing, storage, transport or insurance costs are not included in the price of the goods and will be charged separately. Unless otherwise stated orders are accepted only on condition that the goods will be invoiced at the price ruling at the date of dispatch. Firm quotations hold good for the period stated (normally 30 days).
3.2.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 is without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs manufacture), any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, or any delay caused by any instruction of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.Terms of payment
4.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of Goods or on at anytime after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the goods.
4.2 The Buyer shall pay the price of the Goods (less any discount to which the buyer is entitled, but within any other deduction) within 30 days of date of the Seller’s invoice, and the Seller musty be entitled to recover the price, notwithstanding that delivery may not have taken place and the property of the Goods has not passed to the Buyer. The time of payment of the rice shall be of the essence of the contract. Receipts for payment will be issued only upon request.
4.3. If the Buyer fails to make any payment on the due date, within prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: –
4.3.1. Cancel the contract or suspend any further deliveries to the Buyer.
4.3.2. Appropriate any payment 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 fit (notwithstanding any purported appropriation by the Buyer), and purpose of calculating interest).
4.3.3.Change the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above the Bank of Scotland base rate from time to time, until payment in full is made (a part of a month is treated as a full month for the purpose of calculating interest)
5.1. Delivery of the goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the seller delivery the Goods to the place.
5.2. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
5.3. If the Seller fails to deliver the Goods (or any instalment) for any reasons other than any caused beyond the Seller’s reasonable control or the Buyer’s fault, and the seller accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods provided in any event that the Buyer’s gives notice there of in writing to the Seller within seven days of delivery.
5.4. If the Buyer fails to take the delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise tan by the reason any cause beyond the Buyer’s reasonable control or by the reason of the Seller’s fault) then, without prejudice to any other or remedy available to the Seller may:
5.4.1.Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage, or
5.4.2. Sell the Goods at the price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess over the price under the contract or charge the buyer for any shortfall below the price under the Contract.
6. Risk and property
6.1. Risk or damage to loss of the Goods shall pass to the Buyer that the Goods are available for collection, or
6.1.1. In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or
6.1.2. In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
6.2. Not withstanding delivery and the passing of risk in the Goods, or any other provision of these Goods shall not pass the buyer until the Seller has received in cash of cleared funds payment in full of the price of the Goods and all other good agreed to be sold by the Seller to the Buyer for which payment is due.
6.3. Until such time as the property in the goods passes to the buyer (and provided the Goods are still in existence and have not be resold.), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.1. Subject to expressly provided in these conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or comment law are excluded to the fuller extent permitted.
7.2. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these conditions.
7.3. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of effect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitles to reject the Gods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance to the contract.
7.4. Where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with the Condition, the Seller shall be entitled to replace the goods (or the part in question) free of charge, or at the Seller’s sole discretion, refund the buyer the price of the goods (or a proportionate part of the price), but the Seller shall have not further liability to the Buyer.
7.5. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by means of representation (unless fraudulent), or any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents and otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the goods, except as expressly provided in these conditions.
7.6. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, any failure to perform, any of the Seller’s obligations in relation to the goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to generality of the foregoing, the following shall be regarded as caused beyond the Seller’s control: Act of God, fire or accident: governmental authority: import or export regulations embargoes; strikes; lock-outs or other industrial actions or trade disputes; difficulties in obtaining raw materials, labour fuel, parts or machinery; power failure or breakdown in machinery.
7.7 The Buyer is responsible for determining whether Goods are suitable for their intended purpose and whilst the Seller may offer technical information/advice, it is without accepting ant liability for that information/advice.
8. Insolvency of buyer
8.1. The clauses applies if:
8.1.1. The Buyer makes any voluntary arrangement with its creditors or (being and individual or firm) becomes bankrupt or (being a company) becomes subject to any administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or An encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or
8.1.2. The Buyer ceases, or threatens to cease, to carry on business; or
8.1.3. The Seller reasonable apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the Buyer accordingly.
8.1.4. If this clause applies then, without prejudice to any other right or remedy available to the Seller, the seller shall be entitled to cancel the Contract within liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9.1. No wavier by the seller of any breach of the contract by the Buyer shall b considered as a wavier of any subsequent breach of the same or any other provision.
9.2. If any competent authority to be invalid or unforceable in whole or in part holds any provision of these conditions the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
9.3. The laws of England shall govern the contract, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts. If the Seller commences legal process under the contract in any County Court of England and Wales, the Buyer agrees to submit to the exclusive jurisdictions of the court.