1. General

1.1 These con­di­tions shall apply to and be incor­po­rat­ed in all con­tracts
between GEDORE U.K Ltd and the Buy­er and shall pre­vail over any terms and con­di­tions of the Buy­er. By plac­ing an order the Buy­er acknowl­edges that these con­di­tions have been read, under­stood and accept­ed. No mod­i­fi­ca­tion of these con­di­tions shall be effec­tive unless autho­rised by a direc­tor or an autho­rised rep­re­sen­ta­tive of the Com­pa­ny in writ­ing.
1.2 Any sub­se­quent orders placed by the Buy­er shall be deem to be sub­ject to these terms unless express­ly agreed oth­er­wise in writ­ing by a direc­tor of the company.

2. Delivery

2.1 Any date referred to in the Company’s quo­ta­tion or order acknowl­edge­ment for the deliv­ery of goods is approx­i­mate only and the Com­pa­ny will not be liable for any loss or dam­age direct or indi­rect aris­ing from a fail­ure to meet any such deliv­ery date. Where there is in the opin­ion of the Com­pa­ny delay by the Buy­er in pro­vid­ing all infor­ma­tion or instruc­tions nec­es­sary for the Com­pa­ny to com­plete deliv­ery, the Com­pa­ny may give notice extend­ing the deliv­ery peri­od with prej­u­dice to the Company’s right to vary the price under con­di­tion 3.2 here­of.
2.2 The Com­pa­ny shall be enti­tled to with­hold deliv­ery of any goods if, at the time when deliv­ery is due, pay­ment is due to the Com­pa­ny from the Buy­er in respect of any oth­er goods or ser­vices.
2.3 Except where oth­er­wise stat­ed, deliv­ery is at the Company’s works and where goods are to be col­lect­ed, the Com­pa­ny shall noti­fy the Buy­er that the goods are ready for col­lec­tion and the Buy­er shall col­lect or arrange for the col­lec­tion of the goods with­in 7 days from the receipt of such noti­fi­ca­tion. If the goods are not col­lect­ed with­in 7 days then the Com­pa­ny reserves the right to charge for stor­age and if the goods are not col­lect­ed with­in 7 days the Com­pa­ny shall be enti­tled to sus­pend a fur­ther per­for­mance of the con­tract and to treat the con­tract as being wrong­ful­ly repu­di­at­ed by the Buy­er and forth­with ter­mi­nate the con­tract with­out lia­bil­i­ty for any loss whether direct or indi­rect suf­fered by the Buy­er by rea­son of such ter­mi­na­tion.
2.4 If the com­pa­ny is pre­vent­ed from deliv­er­ing goods by any cause out­side its rea­son­able con­trol (includ­ing but not so as to lim­it the gen­er­al­i­ty of the fore­go­ing fire, explo­sion, plant break­down, inter­fer­ence by labour strikes or lock outs or non avail­abil­i­ty of trans­port or mate­ri­als) then the peri­od of the deliv­ery shall be extend­ed accord­ing­ly and the Buy­er shall have the right to ter­mi­nate the con­tract by rea­son of such delay, pro­vid­ed always that is the deliv­ery date has been exceed­ed by 28 weeks then the Buy­er may give notice to the Com­pa­ny to ter­mi­nate the unful­filled part of the con­tract but the Com­pa­ny shall have no lia­bil­i­ty to the Buy­er for any loss or dam­age aris­ing therefrom.

3. Price and Payment

3.1 Unless oth­er­wise stat­ed all prices quot­ed by the Com­pa­ny are exclu­sive of VAT.
3.2 The com­pa­ny has the right to alter the con­tract price to the price applic­a­ble at the date of despatch if vari­a­tions in the cost of mate­ri­als and/or labour and/or any oth­er fac­tor affect­ing the cost of pro­duc­tion and deliv­ery shall in the Com­pa­ny’ opin­ion make such alter­ation nec­es­sary. The Com­pa­ny also has the right to alter the con­tract price if there is a rel­e­vant change in the exchange rates between the date of order and the date of deliv­ery.
3.3 All goods sup­plied shall be paid for with­in 30 days of the invoice date or as oth­er­wise spec­i­fied by the Com­pa­ny. Over­due accounts will incur inter­est from the date upon which pay­ment falls due, which inter­est shall accrue from day to day at 2% annum above Nation­al West­min­ster Bank’s base rate.
3.4 In addi­tion the Com­pa­ny has the fur­ther rights in the event that the Buy­er fails to pay for any goods by the date when pay­ment is due:
3.4.1 to can­cel the bal­ance (if any) of the order and to recov­er from the Buy­er dam­ages for any loss suf­fered by the Com­pa­ny as a result of such can­cel­la­tion;
3.4.2 to can­cel any oth­er order or the bal­ance of any oth­er order which the Com­pa­ny may have with the Buy­er and to recov­er from the Buy­er dam­ages for any loss suf­fered by the Com­pa­ny as a result of such can­cel­la­tion;
3.4.3 to refuse any fur­ther orders.

4. Risk

4.1 The risk in the goods shall pass to the Buy­er when the Com­pa­ny deliv­ers the goods to the Buy­er or oth­er per­son to whom the Com­pa­ny has been autho­rised by the Buy­er to deliv­er the goods and the Com­pa­ny shall not be liable for any loss or dam­age to the goods there­after.
4.2 In the case of export sales the risk in the goods shall pass to the Buy­er in accor­dance with the terms of sale spec­i­fied in the Company’s order acknowl­edge­ment. On FOB, CIF or C&F ship­ments the risk will pass to the Buy­er at the ship’s rail.

5. Property

5.1 Until pay­ment by the buy­er in full of all sums due to the Com­pa­ny on any account the prop­er­ty in the goods shall remain in the Com­pa­ny and the Buy­er shall not hold the goods as bailee for the Com­pa­ny. The Buy­er shall store the goods so that they shall at all tie be iden­ti­fi­able as goods of the Com­pa­ny but the Buy­er may in the ordi­nary course of busi­ness sell or oth­er­wise dis­pose of or deal with the goods.
5.2 If the Buy­er shall receive any monies in respect of the goods such monies shall be held by the Buy­er as trustee on behalf of the Com­pa­ny in a sep­a­rate account with­out prej­u­dice to the Com­pa­ny.
5.3 The Com­pa­ny may by writ­ten notice ter­mi­nate the Buyer’s pow­er of sale if pay­ment is over­due in whole or in part. At any time after such ter­mi­na­tion the Com­pa­ny or its agents may enter the premis­es of the Buy­er and take pos­ses­sion of any goods in which the prop­er­ty remains in the Com­pa­ny and remove and dis­pose of them as the Com­pa­ny thinks fit. The Com­pa­ny shall apply the pro­ceeds of dis­pos­al (after deduc­tion of all expens­es) in or towards dis­charge of the amount unpaid by the Buyer.

6. Warranties and Claims

6.1 All designs and spec­i­fi­ca­tions for goods shall be sub­ject to alter­ation with­out notice.
6.2 The Buy­er should sat­is­fy him­self, by test­ing sam­ples or oth­er­wise, of the fit­ness for his pur­pose of all goods ordered and will be deemed and con­clu­sive­ly pre­sumed to have done so. If goods deliv­ered dif­fer mate­ri­al­ly from their descrip­tion or from sam­ples sup­plied or are by rea­son of faulty mate­r­i­al or work­man­ship by the Com­pa­ny unmer­chantable the Com­pa­ny under­takes to replace such goods or (at the option of the Com­pa­ny) to refund the pur­chase price. This under­tak­ing by the Com­pa­ny is sub­ject to and con­di­tion­al upon the fol­low­ing:
6.2.1 claims is respect of faults read­i­ly dis­cernible on a rea­son­able exam­i­na­tion of the goods shall be made as soon as such faults are rea­son­ably capa­ble of dis­cov­ery but in any event with­in 3 days of the deliv­ery of the goods.
6.2.2 claims in respect of oth­er faults not dis­cernible unit the goods have been tak­en into use shall be made as soon as the fault is rea­son­ably dis­cernible but in any event with­in 3 days of the use of the goods.
6.2.3 all claims must be made in writ­ing and the Buy­er must afford the Com­pa­ny the oppor­tu­ni­ty of exam­in­ing any goods which are the sub­ject of claim before the goods have been fur­ther han­dled or oth­er­wise dealt wit/
6.2.4 the Com­pa­ny will not be liable for any dam­age to or dete­ri­o­ra­tion of the goods which may occur after deliv­ery whether the same may occur due to unsuit­able stor­age con­di­tions, inap­pro­pri­ate use, neglect, acci­dent or to any oth­er cause what­so­ev­er.
6.2.5 sub­ject to clause 6.5.2 the under­tak­ing of the Com­pa­ny to make a replace­ment or refund shall be the absolute lim­it of the Company’s lia­bil­i­ty to the Buy­er in respect of any such claim. The under­tak­ing is in sub­sti­tu­tion for any con­di­tion or war­ran­ty (except as to title clause) implied by statute, com­mon law or oth­er­wise in respect of the goods.
6.3 No claim for short deliv­ery of goods or goods dam­aged in tran­sit can be enter­tained unless either (where this is pos­si­ble) a receipt is giv­en to the car­ri­er detail­ing the short­age or dam­age at the time of deliv­ery.
6.4 No claim for non deliv­ery of goods can be enter­tained unless the Com­pa­ny receives writ­ten noti­fi­ca­tion with­in 7 days (or 14 days if the deliv­ery is out­side Great Britain) of the date of the Company’s invoice that the deliv­ery has failed.
6.5.1 Sub­ject to the pre­vi­sions of clause 6.5.2, in the event of any claim being made by the Buy­er against the Com­pa­ny in respect of the goods or any mat­ter aris­ing from or in rela­tion to the con­tract (includ­ing with­out prej­u­dice to the gen­er­al­i­ty of the fore­go­ing any claim for non deliv­ery of or for any defect in or dam­age to the goods, or in respect of any breach of any term, con­di­tion or war­ran­ty relat­ing to the qual­i­ty or quan­ti­ty of the goods) the lia­bil­i­ty of the Com­pa­ny to the Buy­er shall be lim­it­ed (in respect of each claim) to the invoice val­ue of the goods and under no cir­cum­stances shall the Com­pa­ny be liable to the Buy­er whether for loss or prof­it or for any oth­er direct or con­se­quen­tial loss how­so­ev­er aris­ing.
6.5.2 Noth­ing in these con­di­tions shall oper­ate or be con­strued as oper­at­ing result­ing from the neg­li­gence of the Company.

7. Breach

7.1 If the Buy­er:
7.1.1 makes default or com­mits any breach of its oblig­a­tions to the Com­pa­ny here­un­der; or
7.1.2 is involved in any legal pro­ceed­ings in which its sol­ven­cy is in ques­tion;
or
7.1.3 is a com­pa­ny and any meet­ing is con­vened or res­o­lu­tion is passed or peti­tion is pre­sent­ed (oth­er­wise than for recon­struc­tion or amal­ga­ma­tion) to wind it up or a receiv­er or admin­is­tra­tive receiv­er is appoint­ed over all or any part of its assets or under­tak­ings or an admin­is­tra­tive order is made in respect of it; or
7.1.4 ceas­es or threat­ens to cease trade

then in any such case the Com­pa­ny shall imme­di­ate­ly become enti­tled (with­out prej­u­dice to its oth­er claims and rights under the con­tract) to sus­pend fur­ther per­for­mance of the con­tract for such time as it shall in its absolute dis­cre­tion think fit or (whether or not notice of such sus­pen­sion shall have been giv­en) to treat the con­tract as wrong­ful­ly repu­di­at­ed by the Buy­er and forth­with ter­mi­nate the contract.

8. Jurisdiction and governing law

All con­tracts between the Com­pa­ny and the Buy­er shall be gov­erned by Eng­lish law and all dis­putes, dif­fer­ences or ques­tions at any time aris­ing between the par­ties as to the con­struc­tion of the con­tract or any mat­ters aris­ing there­fore or in any way con­nect­ed there­with shall be sub­ject to the exclu­sive juris­dic­tion of the Eng­lish courts of law to whose juris­dic­tion the Com­pa­ny and the Buy­er here­by sub­mit save that the Com­pa­ny shall be at lib­er­ty to bring any legal pro­ceed­ings against the Buy­er in the courts of any oth­er coun­try which it con­sid­ers appropriate.

9. Construction

The sub-head­ings of these con­di­tions are not to be regard­ed as part thereof.