Standard Terms & Conditions for Sale of Goods
1.1 Definitions. In this document, the following meanings apply:
Goods means the items to be supplied to the Buyer by the Seller.
Intellectual Property Rights means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.
Seller means Gott Technical Services Limited, Coopies Lane, Morpeth, NE61 6JJ. Company Reg No: 01617973.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.5
Contract: the contract between the Supplier and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
Buyer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 11.1.
Goods: the goods (or any part of them) set out in the Order.
Specification: any specification for the Goods, including any related plans and drawings, which are agreed in writing by the Buyer and the Supplier.
2. BASIS OF CONTRACT OF SALE
2.1 These Conditions apply to the Contract of sale any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.2 The Order or sale constitutes an offer by Buyer to purchase the Goods in accordance with these Conditions.
2.3 These Terms and Conditions shall apply to the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 Any specification or advertising referred to or illustrated given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description, illustration or advertising material when entering into the contract.
2.5 Where an illustration of the Goods is demonstrated to and inspected by the Buyer, the parties hereto accept that such an illustration is representative in nature and the items or items of the order may differ slightly as a result of the manufacturing process. Colours may vary slightly with some products.
2.6 A quotation for the Goods given by the Supplier does not form an offer. A quotation will only be valid for a period of 20 Business Days from its date of issue.
3. PRICE AND PAYMENT
3.1 The price shall be the Stated Price unless agreed or highlighted discount, unless otherwise agreed in writing between the parties. The price is exclusive of VAT or any other costs such as delivery or installation, unless otherwise stated.
3.2 The Supplier reserves the right to increase the price of Goods in line with any increase of costs for the Goods and will give notice in advance of delivery of 7 days to the Buyer of any such increase. In this instance the Buyer has the right to cancel the Contract for the Goods.
3.3 Credit terms are not offered to the Buyer by the Seller. The offer of credit will need to be discussed and agreed with a director and is at the sole discretion of the Seller.
3.4 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8.5 per cent per annum above the base rate of the Bank of England.
4.1 Unless otherwise agreed in writing, delivery of the Goods shall be at the address specified by the Buyer on, or as close as possible to the date specified at point of order by the Buyer.
4.2 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are due and advised for delivery. With the delivery of some larger items a forklift or otherwise suitable offloading facility maybe required and to be provided by and at the expense of the Buyer.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not guaranteed. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to repayment of any payment made by the Buyer for the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Seller is unable to deliver the Goods because of action under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such a time as delivery may be realized and the Buyer shall be liable for any expenses associated with such storage.
4.6 The Buyer must report any damages, shortages, over deliveries and duplicated orders within 48 hours of signed receipt of the goods in order to enable a replacement or refund process.
4.7 Any damage to goods on receipt by the Buyer must be signed as damaged or delivery refused in order for the Seller to commence a damage claim against the freight company.
5 RETURNS POLICY
5.1 If the Buyer has taken delivery of Goods damaged in transit, the Buyer shall upon delivery and awareness of such a defect return the defective item to the Supplier for inspection within 7 working days of receipt. Once received, at the discretion of the Supplier, a replacement of Goods or a credit note will be issued.
5.2 If the Buyer is in receipt of Goods they did not order then the Buyer must notify the Supplier and return the incorrect goods immediately. Upon receipt of the returned goods the Supplier shall then, with a reasonable timeframe and subject to availability, send the correct Goods at no extra cost to the Buyer.
5.3 If the Buyer orders the goods incorrectly, the Buyer shall notify the Seller and at the Buyers’ expense, return the Goods to the Supplier within 7 working days of receipt. Subject to the condition of the returned Goods the Supplier shall, at its discretion, provide a credit note or refund to the value of the Goods. The Supplier has the option to charge a handling and re-stocking fee for any Goods returned in this way.
5.4 The Buyer has the responsibility to take full care in ensuring the returned Goods are not subjected to damage whilst awaiting collection or in transit. Any such damage may result in the Buyer not being eligible for a replacement of Goods or a credit note or refund.
5.5 We do not offer a return if the Buyer knew the Goods were faulty on receipt and fail to advise the Seller, if the Buyer damages the Goods themselves by attempting to repair or offload incorrectly, if the Buyer no longer wants the item.
5.6 All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed by the Supplier in writing. All refunds must be authorised by a director from the Seller and once authorised refunds will be submitted 10 working days from order and are paid to the original payment method used for purchase of the Goods.
5.7 If Goods are made to order and cannot be reassigned to another Buyer then the Buyer will not be able to return the Goods.
5.8 Credit of amounts due or paid in will only be given for goods that are in saleable condition.
6. 1 Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
7.1 Risk in the Goods shall pass to the Buyer upon receipt of the Goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first. A collection note must be signed which will also state that you are happy with any loading and therefore take responsibility from there forth.
8. WARRANTY / GUARANTEE
8.1 Default warranty on new goods is 12 months parts only unless otherwise stated at point of sale. In the case of a warranty being longer, warranty parts will only be supplied if the equipment has an updated service record or in accordance with manufacturer or legislative recommended intervals (normally 6 to 12 months).
8.2 The Supplier affirms that on the signed for delivery date, and for a period of 12 months from the delivery date, the Goods shall:
8.2.1 conform in all material details with their description and any relevant Specification
8.2.2 be free from material defects in design, material and workmanship
8.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
8.2.4 be fit for any purpose held out by the Supplier
9. LIMITATION OF LIABILITY
9.1 The Seller shall not be liable for any loss or damage suffered by the Buyer in excess of the contract price.
9.2 Nothing contained in these Terms and Conditions shall be taken so as to limit or exclude the liability of the Seller for:
9.2.1 death or personal injury as a result of the Seller's negligence or that of its employees or agents
9.2.2 fraud or fraudulent misinterpretation
9.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979
9.2.4 defective products under the Consumer Protection Act 1987
9.3 Subject to clause 9.1:
9.3.1 The Supplier shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract
10. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of the Contract of sale of Goods shall, so far as not already vested, become the absolute property of the
Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
11. FORCE MAJEURE
11.1 The Seller shall not be liable for any delay of Goods or failure to perform any of its obligations of the Contract if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, piracy, corruption, shipwreck, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
12. 1 The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller. The warranty remains with Buyer also and cannot be transferred by the resale of goods.
12.2 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
12.3 If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
12.4 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.5 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.