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In these General Conditions G & J Hall Limited is referred to as “the Company” the person to who the Company is selling is referred to as “the buyer” and the goods materials and equipment or services (as applicable) being sold by the Company to the buyer is referred to as “the product”. All sales are made and all orders accepted are subject to the following conditions. Any conditions in a buyer’s order inconsistent with these conditions shall not apply.
1 VARIATION OF CONDITIONS
No amendment or change shall be made in these conditions except by agreement in writing signed by an authorised official of each party.
In the case of all products sold or otherwise unless the contract expressly provides otherwise, the price payable by the buyer for each delivery shall be the price published in the Company’s price list current at the date of despatch to which shall be added any Value Added Tax or any other Tax or duty related to the manufacture, transportation, import, sale or delivery of the products together with any appropriate freight, carriage, or related charges specified in relevant carriage tariff at the date of dispatch.
2.2 PRICE VARIATION
Where the contract between the buyer and the Company provides for variation in the price of either goods or freight carriage and related charges by reference to fluctuation in the rates of exchange of currency then the Company shall have the option of fulfilling the contract at such adjusted prices as reflect the changes in the rates of exchange or in circumstances where the fluctuation exceeds 5% and on giving notice to the buyer the option of cancelling the contract.
2.3 REJECTION OF ORDERS
The Company reserves the right to reject an order on giving written notice thereof to the buyer within seven days of the receipt of the order. In the event of such rejection no liability shall accrue to the Company.
3 PROCESSING OF PRODUCTS
Where the Company agrees to process the product for the buyer the Company may at it’s option sub-contract such processing work to a Third Party and in such instance the Third Party’s contract conditions (if any) shall apply and bind the buyer in circumstances where he has been given notice thereof prior to the sub-contract work being performed.
4 PACKING CASES
Prices do not include the cost of packing cases which may be charged for separately, but the amount charged will be credited in full upon the return of the cases in good condition to the Company’s works.
5 PAYMENT OF ACCOUNTS
Unless otherwise expressly agreed between the Company and the buyer the price is strictly net and is payable in the case of deliveries to a buyer in the community at the end of the month following that in which the products are dispatched and in the case of deliveries to a buyer outside the community the price is payable in full against receipt of the shipping documents by the buyer’s agents. If payment shall not have been made by the due date then the Company shall be entitled to recover from the buyer in addition to the price of the product interest on any outstanding balance at the rate of 2% above The Royal Bank of Scotland plc’s minimum lending rate then in force from such date until payment. Payments in respect of any product supplied shall become due immediately upon the commencement of any act or proceeding in which the buyer’s solvency is involved.
6.1 PROPERTY AND RISK
(a) The risk in the product shall pass to the buyer when the product is loaded on to the buyer’s or the buyer’s carrier’s vehicle or when delivered to the buyer’s order whichever is the sooner.
(b) The ownership of the product shall remain with the Company which reserves the right to dispose of the material until payment in full for the product has been received and in accordance with the terms of this contract or until such time as the buyer sells the product to it’s customers by way of bona fide sale at full market value.
(c) If payment is overdue in whole or in part the Company may (without prejudice to any of it’s other rights) recover or re-sell the product (or any of it) and may enter upon the buyer’s premises by it’s servants or agents for that purpose.
(d) If any of the product is incorporated or is used as material for other goods before payment, the property in the whole of such goods shall be and remain with the Company until payment has been made, or the goods sold by way of bona fide sale at full market value, and all the Company’s rights in the product shall extend to those other goods.
(e) Until payment in full is made by the buyer to the Company in respect of any indebtedness arising other than from a failure to pay for the product the subject matter of this order, ownership of the product shall remain with the Company.
(f) The buyer shall pending payment to the Company in full retain the proceeds of sale of the product or any item incorporating the product in a separate account. Such proceeds of sale shall be and shall remain the property of the Company until payment is made.
(g) Until payment is made in full the buyer on being given written notice by the Company to this effect shall store this product in such a place and such a way as shall clearly identify the same as the property of the Company. (h) Notwithstanding the foregoing the Company may at it’s election and in it’s absolute discretion by notice in writing to the buyer transfer the property in the product to him.
6.2 PRODUCT AVAILABILITY
(a) All offers to supply products from stock are subject to the products being available at the time of receipt by the Company of the buyer’s order.
(b) Where the product is not in stock at the date of receipt of the buyer’s order then this contract shall not be binding upon the Company unless and until the product has been safely delivered to the Company’s premises or otherwise accepted by the Company as being under it’s control. Any increase occurring after the date hereof in the rate of insurance or other charge, tax, levy duty or imposition charged to the Company relating to the product shall be reimbursed to the Company by the buyer.
7. DELIVERY BY INSTALMENTS
In all cases where the contract provides for delivery by instalments or part deliveries each instalment or part delivery shall be deemed to be a separate contract and cancellation of any one instalment or part delivery shall not avoid or affect contracts as to the other instalments or part deliveries.
8 BUYERS DEFAULT
The Company may, at it’s option, cancel or withhold all further deliveries under the contract in the event that any debit is due and payable to the Company by the buyer but is unpaid or upon the commencement of any act or proceeding in which the buyer’s solvency is involved or in the event of the buyer being a company of the appointment of a Receiver.
9 NON-DELIVERY AND DELAY
(a) Dates for delivery are approximate and unless the parties agree in writing otherwise time should not be of essence of the agreement.
(b) The Company shall not be liable for any direct or indirect loss arising from non-delivery or delay in delivery of any products as a result of any cause beyond the Company’s reasonable control. The buyer shall have no right to cancel any order nor to refuse delivery of any consignment on the grounds of delay or non-delivery resulting from such a cause.
(c) Where the delay in delivery or the non-delivery is due to a cause within the Company’s reasonable control the Company’s liability and the buyer’s exclusive remedy shall be limited to the right to cancel the contract to the extent only of the products affected.
10 LOSS OR DAMAGE IN TRANSIT
(a) Save in cases where the Company is responsible for the delivery of the product it shall not be liable for any damage, shortage or loss in transit or in respect of any claim consequential thereon.
(b) In cases where the Company is responsible for the delivery of the product the buyer shall notify the Company in writing of any shortage, damage or loss in transit within 21 days of the date of receipt.
(c) In cases where notice is given under (b) hereof the Company’s liability shall be limited to the cost of the product so damaged, lost or in short supply. The Company shall not be liable for any consequential loss save in cases where the buyer has given notice in writing to the Company at the time of placing the order of the nature and extent of any claim liable to arise from loss or damage in transit.
(d) In cases where the Company is responsible for the delivery of the product the buyer shall be responsible for providing labour for the purpose of unloading and such unloading shall be at the buyer’s risk. In the event of unloading being undertaken by the Company’s employees either (a) pursuant to the buyer’s instructions or (b) in the absence of instructions from the buyer, such unloading shall again be at the buyer’s risk.
(a) Any defects in the product howsoever arising must be notified in writing to the Company by the buyer within 28 days of their receipt.
(b) In the event of such notice being received and the defects complained of being confirmed by the Company or by an independent expert the Company shall at it’s option either rectify the defects free of charge, replace the defective product free of charge or allow to the buyer a credit in the amount of the defective products.
(c) Where the products are reported to be defective they must if required by the Company be retained by the buyer for inspection by the Company.
(d) Save as hereinbefore provided the Company shall be under no liability to the buyer in respect of any defects in the products.
(a) The buyer shall give the Company instructions for delivery of the product not less than seven days before any delivery is required and in all cases such notice should be reasonable.
(b) If the buyer does not take delivery of the product at the appointed place and time the Company shall be entitled to store the product on the buyer’s behalf and all charges for storage, insurance and demurrage thereby arising shall be payable by the buyer.
(c) The Company shall be entitled to invoice the product in accordance with condition 5 hereof when the buyer has not taken delivery of them at the appointed place and time.
The Company shall be entitled to fulfil any contract by the delivery of 5% more or less than the contract quantity or weight and the price payable by the buyer shall be adjusted accordingly.
14 EXCLUSIONS AND LIMITATION OF DAMAGE
No condition or warranty or other undertaking is given whether express or implied (save insofar as the same by statute cannot be excluded) by custom, common law, statute or otherwise in relation to the quality or workmanship of the products or the performance and delivery of the order save as hereinbefore set out. Any such condition, warranty or undertaking is hereby excluded for all purposes. Save as hereinbefore provided the Company shall be under no liability to the buyer and under no circumstances howsoever arising shall the Company’s liability to the buyer exceed twice the cost of the product to which any complaint relates save where written notice is given by the buyer to the Company prior to delivery indicating the nature and extent of any potential claim arising out of the said delivery.
The buyer shall indemnify the Company in respect of all damage or injury occurring to any person or property or any loss consequential thereon and against all actions, suits, claims, demands, charges or expenses in connection therewith for which the Company may become liable in respect of the products the subject matter of this contract save in the event that such damage or injury shall have been occasioned by the negligence of the Company its servants or agents.
(a) All quotations unless a contrary intention appears on the face thereof are open for acceptance for a period of twenty eight days from the date thereof. Any acceptance received late may be accepted by the Company in its discretion in which case it shall be binding upon the buyer.
(b) Clerical errors or omissions in the Company’s quotation acknowledgement or invoice shall be rectified by the Company as soon as discovered and such errors and omissions shall not be binding upon the Company nor permit the buyer to vary the contract or any of its terms.
(a) Goods ordered to be supplied to a buyer’s drawing will be manufactured to drawing size if this differs from written instructions.
(b) Where products are made to the buyer’s drawing, no responsibility can be accepted by the Company for the infringement of any patent, and the buyer shall indemnify the Company against any loss in respect of any proceedings or otherwise resulting from the transaction.
18 TESTING AND INSPECTION
Testing and inspection requirements shall be stated when the order is placed and all tolerances and characteristics including composition, properties and dimensions shall be clearly defined. All products supplied subject to tests or inspection must be tested or inspected at the Company’s works. All tests may be charged extra at the Company’s discretion.
19 BUYER’S MATERIALS
(a) Where material or other property is supplied to the Company by the buyer or on behalf of the buyer (whether owned by the buyer or not) whether to be held or to be worked upon by the Company for the purposes of this contract the Company accepts no responsibility for imperfect work caused by defects in, or the unsuitability of any material or property so supplied.
(b) All hirework undertaken by the Company shall be at the buyer’s risk in every respect and in no instance shall the Company be liable for damage caused to the buyer’s material howsoever occurring.
(c) All buyer’s materials are stored at their risk and in no circumstances shall the Company’s liability in the event of such loss of such materials howsoever arising exceed the value of the work being undertaken by the Company upon such lost materials.
20 ENGLISH LAW
These conditions and any contract made in accordance therewith shall be construed and take effect in accordance with English Law and any such contract shall be deemed to have been made in England.
(a) The Company’s rights shall not be prejudiced by any indulgence or forbearance extended to the buyer and no waiver by the Company of any specific breach of the buyer shall operate as a waiver of any other breach.
(b) In the event that it shall be determined that any of these conditions shall be invalid or unenforceable for any reason whatsoever it is hereby declared and confirmed that such determination shall not affect any other provisions of these conditions all of which shall remain in full force and effect.