In these Conditions of Sale the Company shall mean
G-Trimmings, and the Buyer shall mean the person firm or company to
whom the estimate is addressed, or by whom the order is given. The
Goods shall mean the goods being ordered or quoted for.
The submission of an order howsoever made by the Buyer to
the Company shall constitute an offer to purchase the Goods
specified in that order upon the terms of these Conditions which the
Buyer acknowledges shall apply to all contracts of sale between the
Company and the Buyer.
The Company shall be deemed to have accepted an offer only
when it has issued an order confirmation. After an order has been
accepted by the Company it may only be cancelled or amended with the
Company’s written consent.
Design and Confidentiality
All designs, drawings, patterns, samples, documents and
technical information provided by the Company shall be treated as
confidential and shall not be used without the Company’s express
written consent for any purpose other than that for which they were
provided. Copyright in all the Company’s designs, drawings, patterns
and documents shall at all times remain vested in the Company.
Description and information
The Buyer acknowledges that the Buyer has not relied on the
skill and judgment of the Company in selecting the Goods for any
purpose and that the Company does not warrant that the Goods are fit
for any particular purpose of the Buyer whether or not the Goods
have been specially manufactured, processed, altered or adapted to
the special order or requirement of the Buyer.
Dates Stated for
delivery are intended as estimates only and the Company shall not be
liable for loss or damage of any kind howsoever caused by reason of
any failure on the part of the Company to deliver on such stated
dates however caused or arising.
Delivery of the
Goods (which includes deliveries of part of the Goods where
applicable) shall be deemed to take place at the Company’s factory,
warehouse or other premises specified by the Company as being the
place from which the Buyer may take delivery, and the date of
delivery shall be deemed to be on the date on which the Goods are
available for the Buyer to take delivery thereof and on which notice
is received by the Buyer from the Company that the same are
available so to be taken.
Where the Goods are
to be delivered and paid for by instalments, and payment of one or
more such instalments is overdue, the Company shall be entitled to
suspend delivery of the Goods until payment is made in full for all
Where the Goods are
to be delivered and paid for by instalments, each instalment
delivery shall be paid for in accordance with the contract of sale
thereof without regard to any outstanding claims relating to any
instalments already delivered under the contract.
The Buyer shall pay
the Company’s reasonable storage charges for the period subsequent
to the date of delivery during which the Buyer fails or neglects for
whatever reason to take delivery of the Goods or any part thereof.
The Company reserves
the right to deliver 10% more or less than the quantity of Goods
From the date of delivery and whatever may be the
arrangements made for collection and transport of the Goods, the
Goods, or where delivery is made by instalments the relevant part
thereof, shall be at the risk of the Buyer who shall insure the
Goods for the period from the date of delivery until the passing of
the property in the Goods to the Buyer against any loss thereof or
damage thereto or any part thereof.
Save as otherwise
agreed in writing between the Company and the Buyer, payment in full
for goods supplied shall fall due and be payable 30 days after the
date of the invoice relating thereto.
In the event that
the Company and the Buyer agree in writing for payment for all or
part of the purchase price of goods to be made by instalments, if
any instalment is not paid by the Buyer to the Company within one
day of such payment falling due, then the whole balance of the
purchase price remaining shall automatically become due and payable
If the Buyer shall
fail to pay for the Goods on the due date the Company shall be
entitled to charge interest on the amount so due from the due date
until the date of actual payment as well after as before judgment at
the rate of 6% per annum above Barclays Bank PLC base rate in force
from time to time.
Should the account
remain unpaid a period of fifteen days after the due date, it will
be passed to a Debt Collection Agency. All further deliveries may be
suspended and the overdue account, which bears interest as under
Clause 8c hereof will be subject to an overall 7.5% surcharge on the
total owed. The surcharge represents costs incurred in recovering
Passing of Property
The property in the
Goods remains vested in the Company and shall not pass to the Buyer
until the Buyer has made payment in full of the purchase price. So
long as the property of the Goods remains vested in the Company, it
shall be at liberty at any time to retake possession thereof and for
that purpose to enter on any premises of the Buyer.
the property in the Goods has not passed to the Buyer, the Buyer
shall be at liberty to resell the Goods, but any such resale shall
be deemed to be for the account of the Company and any proceeds
thereof shall be held by the Buyer on behalf of the Company until
such time as the purchase price shall have been paid in full.
If, prior to the
passing of the property therein, the Buyer shall process the Goods
or mix them with other goods, ownership of the processed or mixed
goods shall forthwith vest in the Company and shall remain so vested
until such time as the purchase price is paid in full.
Any claim by the Buyer that the Goods are defective must be
made in writing so as to be received by the Company not later than 7
days after the date of delivery of the Goods and failing such
notification the Company shall in no circumstances be liable for any
claim in respect of such Goods. Otherwise, the liability of the
Company in respect of such Goods shall be limited either to repair
or replacement thereof or alternatively repayment by the Company of
the amount paid by the Buyer in respect thereof provided that the
Company shall be under no liability if:-
Such goods have not
been stored or protected properly: or
The Buyer has cut or
processed or executed repairs or alterations to such goods: or
The Buyer has parted
with possession of such goods.
If the Company considers in its absolute discretion that
the financial circumstances of the Buyer are such that the Buyer is
unlikely to make due payment for the Goods in accordance with the
terms contained in the Company’s Order Confirmation or Invoice, the
Company shall be entitled on giving notice in such form as the
Company shall think fit to the Buyer either to require payment in
cash before dispatch of all goods remaining to be delivered by the
Buyer, or to cancel any further deliveries to the Buyer. This
condition shall apply without prejudice to any other rights or
remedies which the Company may have against the Buyer.
Each delivery under an order shall be considered as a
separate contract to which these Conditions of Sale apply. A failure
of, or defect in any delivery shall not vitiate the contract in
respect of any other deliveries which have been or are to be made
subject to these Conditions.
Exclusion of Liability
The Company shall not, save as provided otherwise in these
Conditions, be liable for any loss, damage or injury howsoever
caused from any failure or defect in the Goods and all
representations, conditions, warranties and terms, express or
implied, are hereby expressly exluded.
No variations or waivers of these Conditions shall be
effective unless notified in writing by the Company.
No failure to exercise and no delay in exercising by the
Company any right or remedy arising under or by virtue of these
Conditions of Sale shall operate as a waiver thereof or prejudice or
affect the Company’s rights and remedies in respect of any
subsequent breach, non-performance or non-observance of these
Conditions of Sale, nor shall any single defective or partial
exercise of those rights and remedies preclude any other or further
exercise of that or of any other right or remedy.
All contracts concluded pursuant to these Conditions of
Sale shall be governed by and construed in accordance with English
law and the parties hereto hereby submit to the non-exclusive
jurisdiction of the English courts.