1 DEFINITIONS

1.1 In these Conditions the following words shall have the following meanings:

“Conditions” means the terms and conditions of sale set out below and (unless the

context otherwise requires) includes any special terms and conditions agreed in

writing between us;

“Contract” means the contract for the purchase and sale of the Goods subject to

these Conditions;

“Goods” means any and all goods (including any instalments or parts) and/or the

services which we are to supply in accordance with these Conditions;

“Insolvency Event” means if you become insolvent, have a receiver appointed over

the whole or any part of your assets, enter into any compound with creditors, or have

an order made or resolution passed for you to be wound up (otherwise than in

furtherance of a scheme for amalgamation or reconstruction) or if your ownership or

control shall pass into the hands of any other legal person, or an event analogous

occurs to you in any jurisdiction to which you are subject;

“Intellectual Property Rights” means any patent, know how, trade mark, service mark,

trade name, registered design, copyright, moral right, design right, database right,

semi-conductor topography right or any other industrial or commercial right including

any application for registration or protection of any of the same anywhere in the

world;

“ Special Goods” means any of our standard products which we agree to modify to

meet your specific requirements or products which are designed to your specification;

“We” “Us” means Getley UK Limited

“You” means the customer whose order for the Goods is accepted by us.

 

2 BASIS OF THE SALE

2.1 We shall sell and you shall buy the Goods subject to these Conditions, which

supersede any other terms and which govern the Contract to the exclusion of any

terms and conditions which you may ask us to sign or supply or which are implied

by trade, custom or course of dealing.

2.2 No terms or conditions endorsed upon, delivered with or contained in your

order or other document will form part of the Contract simply as a result of such

document being delivered to us or referred to in the Contract.

2.3 Any variation to these Conditions is of no effect unless agreed in writing by

our authorised representative.

2.4 These Conditions constitute the entire agreement between you and us for the

supply of the Goods.

2.5 Our employees or agents are not authorised to make any representation

concerning the Goods unless confirmed by us in writing, and you acknowledge that

you do not rely on, and waive any claim for breach of, any such unconfirmed

representation (unless such representation is made fraudulently).

2.6 Any advice or recommendation we or our employees or agents may give to

you as to the storage, application or use of the Goods which is not confirmed in

writing by us is followed or acted upon entirely at your own risk.

2.7 Any typographical, clerical or minor/other error or omission in any document

or information issued by us shall be subject to correction without any liability on our

part.

2.8 We shall supply Special Goods subject to these terms and conditions and our

Terms and Conditions of Sale of Special Goods which you will be required to sign

before we will accept your order for Special Goods.

 

3 QUOTATIONS, ORDERS AND SPECIFICATION

3.1 Our quotation is not an offer. Quotations shall be valid for 28 days from the

date of quotation subject to withdrawal or revision by us at any time before we accept

your order.

3.2 Prices included in quotations are applicable only if an order is placed for all

Goods referred to in the quotation, if an order is placed for only some of the Goods

referred to in the quotation, we reserve the right to re-quote.

3.3 Each order for Goods issued by you is an offer by you to purchase the Goods

subject to these Conditions.

3.4 No order submitted by you by whatever means is accepted by us until we

confirm our acceptance or (if earlier) we deliver the Goods to you.

3.5 Where ordering Goods via our website, no Contract shall exist between you

and us until we confirm our acceptance of your order by email

3.6 You must ensure that the terms of any order (including any specification) are

complete and accurate and that you give us any necessary information within a

sufficient time to enable us to complete the order.

 

6 PAYMENT

6.1 Payment for Goods are due 30 days from date of invoice unless otherwise agreed by us in writing. Time of payment is of the essence.

6.2 Cash or settlement discount is available if specified on our invoice.

6.3 If you fail to make payment on the due date then, without prejudice to any

other right or remedy available to us, we shall be entitled to:

6.3.1 cancel the Contract or suspend any further deliveries to you;

6.3.2 appropriate any payment made by you to such of the Goods (or the

goods supplied under any contract between you and us) as we may think fit

(notwithstanding any purported appropriation by you);

6.3.3 charge you interest at an annual rate of 3% above Barclays Bank Plc

base rate from time to time which will accrue daily (both before and after

judgement) and be calculated on a daily basis on overdue accounts from the

date of invoice until payment.

6.3.4 claim interest and compensation for debt recovery costs under the Late

Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of

Commercial Debts Regulations 2002.

6.4 Without prejudice to Condition 6.5, the Goods remain our property until the

price has been paid in full as provided for under Condition 10. A cheque given by

you or on your behalf in payment is not treated as a discharge until it has cleared.

6.5 Unless there is prior written agreement, items returned will not be accepted

for credit.

6.6 We are entitled to set off sums you owe to us.

 

7 DELIVERY

7.1 Delivery of the Goods shall be made by you collecting the Goods from us

after we have notified you that the Goods are ready for collection, or if delivery is to

be made by us, by us delivering the Goods.

7.2 Where the Goods are to be delivered in instalments, each delivery shall be a

separate contract and failure by us to deliver any one or more of the instalments in

accordance with these Conditions or any claim by you in respect of any one or more

instalments shall not entitle you to treat the Contract as a whole as repudiated.

7.3 Any time or date for delivery specified by us is approximate only and time of

delivery is not of the essence.

7.4 If any cause outside our control or any labour dispute or any unforeseen

contingency (whether in our premises or elsewhere) render it impracticable for us to

execute any order or to deliver within a reasonable time we reserve the right to cancel

the order and to repay you any payment already received.

7.5 Subject to Condition 9.4 we shall not be liable for any loss or damage whether

direct, indirect or consequential caused by or arising out of or connected with any

delay in the delivery or failure to execute an order or to deliver the Goods ordered

or any cancellation of the Contract pursuant to Condition 7.4 above.

7.6 We will endeavour to comply with any of your reasonable requests for the

postponement of delivery but shall be under no obligation to do so. Where delivery

is postponed at your request you shall pay all costs and expenses including a

reasonable charge for storage and transportation occasioned thereby.

7.7 If we fail to deliver the Goods (or any instalment) for any reasons other than

any cause beyond our reasonable control or your fault, and we are accordingly liable

to you, our liability shall be limited to the excess (if any) of the cost to you (in the

cheapest available market) of similar Goods to replace those not delivered over the

price of the Goods.

 

8 WARRANTIES AND LIABILITY

8.1 Subject to the Conditions set out below we warrant to you that the Goods will

correspond with their specification at the time of delivery and will be free from defects

in material and workmanship for a period of 12 months from the date of their initial

use or 12 months from delivery, whichever is the first to expire.

8.2 We shall not be liable under this warranty (or any other warranty, condition or

guarantee) if:-

8.2.1 any defect in the Goods arises from any drawing, design or specification

supplied by you;

8.2.2 any defect arises from fair wear and tear, wilful damage, negligence,

abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our prior

approval; or

8.2.3 if the total price for the Goods has not been paid by the due date for

payment.

8.3 This warranty does not extend to parts, materials or equipment not

manufactured by us, in respect of which you shall only be entitled to the benefit of

any such warranty or guarantee as is given by the manufacturer to us.

8.4 Any claim by you which is based on any defect in the quality or condition of

the Goods or their failure to correspond with the specification shall (whether or not

delivery is refused by you) be notified to us 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 the discovery of the defect or failure. If delivery is not refused,

and you do not notify us accordingly, you shall not be entitled to reject the Goods and

we shall have no liability for such defect or failure, and you shall be bound to pay the

price as if the Goods had been delivered in accordance with the Contract.

8.5 In the event you have a valid claim in respect of any of the Goods which has

been notified to us in accordance with these Conditions, we shall be entitled to repair

or replace the Goods (or the part in question) free of charge or, at our sole discretion,

refund to you the price of the Goods (or a proportionate part of the price), but we shall

have no further liability to you.

8.6 You agree to immediately notify us of any claim made by any consumer under

the consumer Protection Act 1987 or any other consumer protection legislation

relating to a manufacturing defect in the goods (“Consumer Claim”).

8.7 You shall pass immediate and complete control to us of any Consumer Claims

should we request. You will not prejudice any defence we or our supplier’s may have

to such Consumer Claim and will give to us all reasonable assistance with such

Consumer Claim as we request.

 

9 LIMITATION OF LIABILITY

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

9.1 The following sets out our entire financial liability (including any liability for

the acts or omissions of our employees, agents or subcontractors) to you in respect

of any breach of these Conditions and any representation, statement or act or

omission (including negligence) arising under or in connection with the contract

between us and in respect of any contemplated performance or lack of performance.

9.2 All warranties, conditions or other terms implied by statute, common law, trade

usage or otherwise are excluded to the fullest extent permitted by law but this

exclusion does not apply to:-

9.2.1 any implied condition that we have the right to sell the Goods or when

ownership is to pass; or

9.2.2 where the Goods are sold to a person dealing as a consumer within the

meaning of the Unfair Contract Terms Act 1977, any implied term relating to

the conformity of the Goods with their description or sample or as to their

quality or fitness for a particular purpose.

9.3 The statutory rights of consumers are not affected.

9.4 Nothing in these Conditions excludes or limits our liability for death or

personal injury caused by our negligence or for fraudulent misrepresentation.

9.5 Subject to Conditions 9.2 and 9.4:-

9.5.1 our total liability in contract, tort (including negligence or breach of

statutory duty), misrepresentation or otherwise, arising in connection with the

performance or contemplated performance of the contract between us shall

be limited to the Contract price; and

9.5.2 we shall not be liable to you for any loss of profit, loss of production,

depletion of goodwill or any indirect loss, damage, costs or expenses

whatsoever which arise out of or in connection with the contract between us.

 

10 RISK AND PROPERTY

10.1 The Goods remain our property until we receive their full price together with

all other sums which are or which become due from you on any account with us.

10.2 If payments received from you are not stated to refer to a particular invoice

we may appropriate such payments to any outstanding invoice.

10.3 Risk in the Goods passes to you on delivery.

10.4 Until ownership of the Goods passes to you, you must:-

10.4.1 store them at your own cost on your premises separately from any

other goods and in a manner which makes them readily identifiable as our

goods;

10.4.2 not destroy, deface or obscure any identifying mark or packaging of

the Goods;

10.4.3 maintain the Goods in a satisfactory condition insured on our behalf

for their full price against all risks; and

10.4.4 hold the proceeds of insurance referred to in Condition 10.4.3 on trust

for us and not mix them with any other money, nor pay the proceeds into an

overdrawn account.

10.5 During the period following delivery of the Goods and prior to ownership

having passed to you in accordance with Condition 10.1, you may use or sell the

Goods to a bona fide purchaser in the ordinary course of your business, subject

always to compliance with Condition 10.4 whilst the Goods remain under your

control.

10.6 We may, so as to discharge any overdue payment under the Contract recover

or resell the Goods and we may enter any premises where the Goods are stored for

this purpose.

 

11 TERMINATION

11.1 We shall be entitled to terminate the Contract and cancel any further

deliveries to you under any order placed by you, in the event that:

11.1.1 You fail to observe or perform any agreements or provisions contained

in the Contract (other than non-payment which shall be dealt with under

Condition 6.3 unless the same is remedied (if capable of remedy) within seven days from the receipt of a notice specifying such failure;

11.1.2 You suffer an Insolvency Event.

 

12 CARRIAGE AND PACKING

12.1 An extra charge for postage will be made on small orders or any special or

express delivery requirements made by you. Cases or other special packing and containers will be charged separately and are due for payment in accordance with the Condition 6. A credit or refund will subsequently be allowed for cases and other containers returned to our premises carriage paid and in good condition less cost of return carriage to the manufacturer.

 

13 SPECIAL GOODS

13.1 Where the Goods are manufactured or where our standard goods are altered

in order to become the Goods in either case in accordance with information, drawings or instructions supplied by you:-

13.1.1 we give no guarantee or warranty as to the practicability, efficiency,

safety or otherwise of the Goods;

13.1.2 you shall indemnify us against all liability we incur as a result of:-

(a) the Goods infringing any Intellectual Property Rights or any statutory

provision;

(b) any impracticability, inefficiency, lack of safety or defect in the Goods

where any of these is due wholly or partly to faults or omissions in any such information, drawings or instructions;

13.1.3 all work (including design drawings) and any idea, invention or

improvement made by or on our behalf pursuant to your commission and all

Intellectual Property Rights therein (including any design right in a design we create) belong to us; and

13.1.4 we shall not be liable to you in respect of any loss, damage or claim

incurred by or made against you if any Goods infringe any Intellectual

Property Rights

13.2 In the case of Goods made specially or to your specification, pattern or

design, we reserve the right to supply 5% more or less than the quantity ordered and we will adjust its charges pro-rata accordingly.

13.3 Where tools or dyes have to be made specially to produce Goods to your

specification, pattern or design, such tools or dyes shall not become your property

unless otherwise expressly agreed in writing.

 

14 YOUR MATERIALS

If we agree to carry out work on your own material or to store Goods after an invoice

has been presented for the Goods such material or Goods will be held at your risk

and the Seller will not be responsible for damage by accidents, fire, flood,

deterioration or any other cause.

 

15 LIEN

We shall have a general lien (together with a power of sale) on all property owned

by you in our possession in satisfaction of any payment due or owing from you on

any account.

 

16 GENERAL

16.1 Each of our rights or remedies is without prejudice to any other right or

remedy we may have.

16.2 If any provision of these Conditions is found by any competent authority to be

invalid, unenforceable or unreasonable, the remainder shall not be affected.

16.3 Failure or delay by us in enforcing or partially enforcing any provision of these

Conditions is not a waiver of any of our rights.

16.4 Any waiver by us of any breach by you is not a waiver of any subsequent breach.

16.5 These Conditions and the contract between us do not create, confer or

purport to confer any benefit or right enforceable by any person not a party to it

by virtue of the Contracts (Rights of Third Parties) Act 1999.

 

17 ENGLISH LAW

These Conditions and the contract between us are subject to English law and the

exclusive jurisdiction of the English courts.

 

DATA PROTECTION ACT 1998 NOTICE

Where I/we provide you with personal data (“data”), I/we understand that the data

will be held securely in confidence and processed for the purposes of carrying out

your business and associated activities (“Activities”). In considering my/our

application, I/we accept that you may consult with and disclose the data to credit

reference agencies, banks, credit insurers and other responsible organisations

outside your business that you have nominated (“third parties”), and that such third

parties may process the data. I/we understand that under the Act I/we have the

right to know what data you hold on me/us if I/we apply to you in writing and pay

the applicable fee. I/we agree that you may use the data to contact me/us with

details of other products and services. Unless I/we have written to you objecting to

you using the data for such purpose I/we agree that you may contact me/us by

post, telephone, fax, e-mail, via the Internet, or other communication means.