Gladebrook
North Limited, Standard conditions of sale, business-to-business, sale of goods
In these
Conditions, unless the context requires otherwise:
'Buyer'
means the person who
buys or agrees to buy the Goods from the Seller;
'Conditions'
means the terms and
conditions of sale set out in this document and any special terms and
conditions agreed in writing by the Seller;
'Delivery Date'
means the date when
the Goods are to be delivered, as specified by the Seller;
'Goods'
means the articles
which the Buyer agrees to buy from the Seller;
'Price'
means the price for
the Goods excluding carriage, packing, insurance and VAT; and
'Seller'
means Gladebrook
North Limited of 6th Floor, Cardinal House, 20, St Mary’s Parsonage,
Manchester M3 2LG (Company No: 05855330)
2
Conditions applicable
2.1
These
Conditions shall apply to all contracts for the
sale of Goods by the Seller to the Buyer to the exclusion of all other terms and
conditions, including any terms or conditions which the Buyer may purport to apply under any purchase
order, confirmation of order or similar document.
2.2
All
orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3
Acceptance
of delivery of the Goods shall be deemed conclusive evidence of
the Buyer’s acceptance of these Conditions
2.4
Any
variation to these Conditions (including any special terms and
conditions agreed between the parties) shall be inapplicable unless agreed in
writing by the Seller.
3
Price and payment
3.1
The
Price shall be the Seller’s
quoted price
3.2
The
Price is exclusive of VAT, which shall be due
at the rate ruling on the date of the Seller’s invoice.
3.3
Payment
of the Price and VAT shall be due within 7 days of the date of the invoice.
3.4
Time
for payment shall be of the essence.
3.5
Interest
on overdue invoices shall accrue from the date when payment becomes due from
day to day until the date of payment, at a rate of 4% above Bank of England’s base rate from
time to time in force, and shall accrue at such a rate after as well as before
any judgment.
4.1
The
quantity and description of the Goods shall be as set out in the Seller’s
quotation.
4.2
The
buyer acknowledges and agrees that when a sample of the Goods has been shown to
or inspected by the buyer:
4.2.1
the
sole purpose of so doing was to enable the Buyer to judge the quality of the
bulk; and
4.2.2
the
sale does not, in consequence of the Buyer’s inspection of the sample or
otherwise, constitute a sale by sample.
The Seller
warrants that the Goods
supplied will at the time of delivery correspond to the description given by
the Seller.
All other warranties, conditions or terms relating to fitness for purpose,
quality or condition of the Goods, whether express or
implied by statute or common law or otherwise, are excluded to the fullest
extent permitted by law.
6.1
Delivery
of the Goods shall be made to the Buyer’s address on
the Delivery
Date. The Goods may be delivered in advance of the Delivery
Date upon the giving
of reasonable notice to the Buyer.
6.2
For
the avoidance of doubt, the Delivery date is no more than an estimate, and the
Seller’s conformity with such date is not, and shall not in any event or
circumstance be or become, of the essence of any sale and purchase agreement
between the Seller and the Buyer.
6.3
Acceptance
of the Goods
6.4
The
Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
6.5
After
acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the
contract.
7.1
The
risk in the Goods shall pass to the Buyer on delivery of the Goods.
7.2
The
title to and property in the Goods shall not pass to the Buyer until the Seller
has received the full amount of the Price and any other sums that are owed to
the Seller by the Buyer.
7.3
Clause
8.2 shall apply irrespective of whether delivery has been made.
8.1
If
the Buyer rejects any Goods, the Buyer shall have no further rights whatever
in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
8.2
If
the Buyer accepts or has been deemed to have
accepted any Goods, then the Seller shall have no liability whatever to the
Buyer in respect of those Goods.
8.3
The
Seller shall not be liable to the Buyer for late delivery or short delivery of
the Goods
9.1
This
Condition sets out the entire financial liability of the Seller (including any
liability for the acts or omissions of its employees, agents and
sub-contractors) to the Buyer in respect of:
9.1.1
any
breach of these Conditions; or
9.1.2
any
use made or resale by the Buyer of any of the Goods, or of any product
incorporating any of the Goods; and
9.1.3
any
representation, statement or tortious act or omission including negligence
arising under or in connection with any agreement between the Buyer and the
Seller to which these Conditions apply.
9.2
All
warranties, conditions and other terms implied by statute or common law (save
for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to
the fullest extent permitted by law, excluded.
9.3
Nothing
in these conditions excluded or limits the liability of the Seller:
9.3.1
for
death or personal injury caused by the Seller’s negligence; or
9.3.2
for
fraud or fraudulent misrepresentation; or
9.3.3
for
any matter which it would be illegal for the Buyer to exclude or attempt to
exclude its liability.
9.4
Subject
to clauses 10.2 and 10.3:
9.4.1
The
Seller’s total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of any contract to
which these Conditions apply shall be limited to Price payable under that
contract.
9.4.2
The
Seller shall not be liable to the Buyer for loss of profit, loss of business,
or depletion of goodwill in each case whether direct, indirect or
consequential, or any claims for consequential compensation whatsoever
(howsoever caused) which arise out of or in connection with any contract to
which these Conditions apply.
10
Inability
to Perform Contract
10.1
Neither
party shall owe or incur any liability under or in connection with, or be
deemed to be in breach of, these Conditions by reason of any delays in,
revisions to, or failures in performance of these Conditions that result from
circumstances beyond the reasonable control of that party, including for the
avoidance of doubt and without prejudice to the generality of the forgoing,
inability on the part of the Seller to supply the goods caused by the failure
of any supplier to the Seller to provide the goods to the seller for onward
sale to the Buyer.
10.2
The
party affected by the circumstances referred to in clause 11.1 shall promptly
notify the other party in writing:
10.2.1
when
the occurrence of any circumstance referred to in clause 11.1 causes, or can
reasonably be expected to cause or to threaten to cause, a delay, revision or
failure in performance; and
10.2.2
when
any such circumstance ceases to do so.
10.3
If
such circumstances continue for a continuous period of more than 28 days,
either party may terminate its Agreement by written notice to the other party.
11
Waiver
11.1
No
inaction, omission, failure or delay by the Seller in exercising or securing
the enforcement or validity of any right, power, privilege or demand arising
under or in connection with these conditions, and no single or partial exercise
of any such right, power, privilege or demand shall impair the existence, operation,
content, effect and enforcement of the said right, power, privilege or demand,
or operate as a waiver of it.
11.2
The
rights and remedies provided in these Conditions are cumulative and not
exclusive of any rights and remedies provided by law.
12
No
agency or partnership
12.1
These
Conditions shall not constitute or imply any partnership, joint venture,
agency, fiduciary relationship or other relationship between the parties, other
than, and except as provided for expressly in writing between the parties.
12.2
Neither
party shall have, nor shall either party represent that it has, any authority
to make any commitments on the other party’s behalf.
13
Co-operation
13.1
The
Buyer and the Seller shall, at the reasonable request of the other party and at
that other party’s expense, perform or abstain from any act the performance of
or abstention from which can reasonably be regarded as necessary to effect or
facilitate the observance, implementation, clarification or enforcement of
these Conditions
14
Severance
14.1
If
any provision of these Conditions is prohibited by law, or is determined by any
court of law or other binding adjudicatory authority or conceded by the Seller
to be unlawful, void or unenforceable, the provision:
14.1.1
shall,
to the extent required and as far as possible, be severed from these Conditions
and rendered ineffective without modifying the remaining provisions of these
Conditions; and
14.1.2
shall
not in any way affect any other particular provisions of these Conditions or
the validity or enforcement of the Conditions generally.
15
Assignment
The
Buyer may not assign, delegate, sub-contract, mortgage, charge or otherwise
transfer any or all of its rights and obligations under these Conditions
without the prior written agreement of the Seller.
16
Interpretation
In these Conditions unless
the context otherwise requires:
16.1
words
importing any gender include every gender;
16.2
words
importing the singular number include the plural number and vice versa;
16.3
words
importing persons include firms, companies and corporations and vice versa;
16.4
references
to numbered clauses and schedules are references to the relevant clause in or
schedule to these Conditions;
16.5
any
obligation on any party not to do or omit to do anything is to include an
obligation not to allow that thing to be done or omitted to be done;
16.6
the
headings to the clauses, of these Conditions are not to affect the
interpretation;
16.7
any
reference to an enactment includes reference to that enactment as amended or
replaced from time to time and to any subordinate legislation or byelaw made
under that enactment;
16.8
where
the word ‘including’ is used in these Conditions, it shall be understood as
meaning ‘including without limitation’;
16.9
the
words ‘working day’ shall mean any day other than:
16.9.1
Saturday
and Sunday; and
16.9.2
any
day on which there occurs any public, national, or statutory holiday that is
recognised as such within the country the legal system of which governs these
Conditions.
17
Notices
17.1
Any
notice to be given under these Conditions to the Seller shall be in writing and
shall be sent by first-class mail or air mail to the address set out in clause
1, or to such other address as the Seller may from time to time notify to the
Buyer in writing.
17.2
Notices
sent in accordance with clause 18.1 shall be deemed to have been received, in
the case of inland first-class mail, (3)
working days after the day of posting, in the case of air mail, (7) working days after the date of
posting
18
Law
and jurisdiction
All agreement for the
sale of Goods from the Seller to the Buyer shall be deemed to have been made in
England. The validity, construction and performance of these Conditions and any
agreement to which they relate and of all other rights and liabilities arising
in connection with them shall be governed by English law and shall be subject
to the non-exclusive jurisdiction of the English courts, to which the parties
submit. Each party waives any objection to proceedings in such Courts on the
grounds of venue or on the grounds that the proceedings have been brought in an
inconvenient forum.
19
Third
parties
19.1
For
the purposes of the Contracts (Rights of Third Parties) Act 1999 and
notwithstanding any other provision of these Conditions, these Conditions are
not intended to, and do not, confer on any person who is not a party to any
agreement in which they are incorporated:
19.1.1
any
right to enforce any of its provisions; or
19.1.2
any
right to avail itself of any defence expressed in these Conditions.