Terms of Business
1. In these terms the following expressions shall bear the meanings set opposite the same respectively:-
The Company The member of Garwood Europe specified overleaf.
The Customer Any company, person, firm or other body contracting with the company.
The Goods Any article or product sold or agreed to be sold by the company to the customer.
Offer and Acceptance
2 (1) The company shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the company which is accepted by the Customer or any written order of the Customer which is accepted by the Company subject in either case to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.
(2)No variation of these conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company.
(3)The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering the contract the Customer acknowledged that it does not rely on and waives any claim for breach of any such representations which are not so confirmed
Increase in the Contract Price
3. (1) If by any reason of any event whatsoever beyond the control of the Company, labour, materials or other costs increase beyond those taken into account by the Company at the date of the contract the Company may by written notice at written notice at any time prior to the Company giving notice that the Goods are ready for delivery, vary the contract price to take account of such increased price at the time fixed for payment of the contract price.
(2) If by reason of any law order or regulation the company is prevented from varying the contract price as aforesaid the Company shall be at liberty to cancel by notice in writing to the Customer without incurring any liability to the Customer whatsoever.
4. Unless otherwise agreed in writing the contract price together with all other sums due to the Company under the contract shall be paid in full on collection or delivery of the goods. If full payment of the contract price together with such other sums as aforesaid is not made within fourteen days after the due date for payment the Company will charge interest from the day to day on any sums outstanding thereafter at the annual rate of 3% above HSBC base lending rate for the time being in force but subject to a minimum annual rate of 10% without prejudice to any other right of the Company arising on such default.
If the Customer is at any time unable on request to satisfy the Company as to its ability to pay the contract price or if any sums are due and payable by the Customer to the Company under any other contract and have not been paid or if the Customer becomes bankrupt or compounds or makes any arrangement with tis creditors or being a Company an order is made or a resolution passed to wind up (otherwise than for the purpose of reconstruction or amalgamation) or a Receiver is appointed of all or any of its assets, the Company shall be at liberty by written notice to its Customer to cancel the obligations of the Company to deliver the goods hereunder and the Company shall be at liberty to resell the Goods and the Customer shall be liable for any loss sustained by the Company on any such resale without prejudice to any other rights and remedies of the Company
Title and Risk
5. (1) Risk of damage to or loss of the goods shall pass to the Customer.
(a) in case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer notifies the Customer that the Goods for collection; or
(b) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
(2) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.
(3) Until such time as the property in the Goods passes to the Customer, the Customer shall not hold the Goods as the Company’s fiduciary agent or bailee, and shall keep the Goods separate from those of the Customer and third parties and property stored, protected and insured and identified as the Company’s property. Until that time the customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of the sale or otherwise of the Goods, whether tangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
(4) Until such times as the property in the Goods passes to the Customer (and provided the Goods are still in the existence and have not been resold), the Company shall be entitled at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored, and repossess the Goods.
(5) The Customer shall not be entitled to pledge or in anyway change by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
6. Cancellation will only be agreed by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the customer to the Company forthwith.
7. Unless otherwise agreed in writing collection of the Goods shall be at the Company’s offices Shrewsbury. The Customer will be notified when the Goods are ready for delivery and the Customer shall take delivery thereof within 14 days after the date of such notification. If the Customer shall fail to take delivery in accordance with this Clause the Company shall be entitled to arrange storage of the Goods either at the Company’s works or elsewhere on behalf of the customer and the Company shall be entitled to charge extra for the insurance and storage. Inspection and tests will normally be allowed in the Company’s works before delivery if requested by the Customer on or before the placing of the order.
8 The Company will be at the request of the Customer undertake to pack the Goods on such terms as may be agreed between the Company and the Customer. Unless otherwise agreed in writing the Company shall not be liable in respect of any defect howsoever caused in the packing or for the damage injury or loss of any kind whatsoever resulting therefrom.
Improvements and Alterations
9. The company shall be at the liberty without in anyway affecting the validity of the contract to make any changes without notice in the dimensions and designs of and the materials used in the manufacture of the Goods which the Company having regard to all the circumstance considers to be reasonable or desirable.
10. (1) Subject to clause 2 below, if the Goods or any part of them are defective the Company shall at its option (a) repair the Goods or the defective part free of charge or (b) replace the Goods or the defective part free of charge or (c) refund the contract price. The Company shall be under no liability to the Customer hereunder:-
a) Unless within 12 months (unless varied in writing) from the date of delivery to the Customer, the Customer gives written notice to the Company that the Goods or any part of them are defective.
b) Unless the Customer returns the Goods or the defective part, properly packed for transit to the Company with a full description of the alleged defect and a clear identification of the Goods from with the defective part was taken.
c) Unless the Customer has paid the Company the contract price in full in accordance with Clause 4 above and all other sums due and payable by the Customer to the Company under any other contract.
(d) In respect of any defect whatsoever caused by wear and tear, misuse and neglect of arising as a result of any alteration, outside the Company’s work, to the Goods or to the end product of which the Goods form part.
(2) In respect of any part or parts of the Goods not manufactured by the Company which have the benefit of any warranty given by the manufacturer or supplier of that part or parts the Company will insofar as it is able to do so give to the Customer shall not otherwise be liable in any way for ant defect in or arising from such parts or parts.
(3) Except under sub – Clause (1) the Company shall under no liability whatsoever to the Customer and
(a) all other items, conditions and warranties, whether express or implied and whether arising by statute or otherwise, relating to the capacity, quality, description, state or condition of the goods or to their merchantability or fitness for the particular or any purpose for which they are or may be required are hereby excluded, and
(b) the company shall in no circumstances be liable for any injury or for any indirect or consequential loss or damage of may be caused, arising from any defect in design, workmanship or materials or any out of breach of the contract whatsoever.
(4) The Company reserves the right to vary these warranty conditions in particular cases.
11. The Customer hereby acknowledges and agrees that
(1) It has not relied on any representation made to it by or on the behalf of the Company in relation to the Goods or to the performance of the contract save as expressly incorporated in the contract, in accordance with Clause 2 above,
(2) It does not in ordering the Goods, rely in any way or for any purpose whatsoever on the skill or judgement of the Company.
(3) It does not contract as a consumer.
(4) It is not in any way the agent of the Company and has no authority to make any representation or to undertake any obligation whether express or implied on its behalf to bind the Company in any way.
(5) It will indemnify the Company against any liability whatsoever to any third party in relation to the Goods (and all costs and expenses in curred in connection herewith) to the extent that it exceeds the Company’s liability to the Customer hereunder.
Safety and Other Regulations
12. The Customer undertake to ensure that the Goods comply with such laws orders and regulations relating to safety and other matters as may be applicable to the Goods in respect of the particular purpose or purposes for which they are required and in respect of the locality in which they will be used and thereby to ensure so far as is reasonably practicable that the Goods will be safe and without risks to health when properly used.
Import and Other Licenses
13. It shall be the sole responsibility of the Customer to obtain such import or other licenses in respect of the Goods as may be necessary and failure to obtain any such licenses shall not in any way discharge the obligations imposed upon the Customer by the contract.
14. If the Company is unable to obtain such licences or consents as may be necessary for the import purchase or use of necessary materials the Company shall be at liberty by written notice to the Customer to cancel the contract without incurring any liability to the Customer whatsoever
15. The Customer shall indemnify the Company against all damage penalties costs and expenses to which the Company may become liable if any work done in accordance with the Customer’s specifications designs or drawings involves an infringement of any right in respect of a patent or a patent applied for or a registered design or copyright or similar industrial property.
16. If by reason of any circumstances whatsoever beyond the control of the Company including (without prejudice to the generality of the foregoing) strikes, lock-outs, trade or other labour disputes, difficulty in obtaining labour of materials, breakdown of machinery, accident, fire, force majeure, civil riot, requisitioning by Government, the company shall be delayed in or prevented from making delivery of all or any of the Goods or delayed or prevented from returning to the Customer, the Customer’s Goods, then the Company shall be at liberty by written notice to the Customer to extend delivery dates suspend or cancel the contract in respect of the Goods affected and in respect of the Customer’s Goods without incurring any liability for any contingent or consequential loss or damage.
17. The Company reserves the right to subcontract the performance of all or any of its obligations under the contract.
18. The customer shall not assign or transfer all or any of the rights or obligations under the contract.
19. The clause headings in these terms are included for convenience of reference only and shall not in any manner affect the construction meaning or effect of anything herein contained.
20. Any notice to be served on the Company shall be served by prepaid first class ordinary post addressed to the Company at 1 Brassey road, Old Potts Way, Shrewsbury, Shrops SY3 7FA and any notice to be served on the Customer may be served by prepaid first class ordinary post addressed to the Customer at the registered office or the registered office or the last known place of business or by being left at its registered office or last known place of business. Any notice served by post shall be deemed to have been delivered 48 hours after the time of posting.
21. The contract and these terms shall in all respects be subject to and construed in accordance with English Law and the English courts shall have sole jurisdiction in all matters arising out of the contract.
These Terms of Business may be printed if required.