1. INTERPRETATION

1.1 Def­i­n­i­tions. In these Con­di­tions, the fol­low­ing def­i­n­i­tions apply: ‘Con­di­tions’ the terms and con­di­tions set out in this doc­u­ment; the ‘Sell­er’ Gedore Torque Ltd.; the ‘Buy­er’ the per­son firm or com­pa­ny with whom or with which the Sell­er con­tracts sub­ject to these Con­di­tions; the ‘Con­tract’ the con­tract made or to be made between the Sell­er and the Buy­er sub­ject to these Con­di­tions; the ‘Goods’ the arti­cles, prod­ucts and/or things (if any), includ­ing sam­ples where rel­e­vant, the sub­ject mat­ter of the Con­tract. the Order: the Buy­er’s order for the Goods as set out in the Buy­er’s writ­ten accep­tance of the Sell­er’s quo­ta­tion; Con­struc­tion. In these Con­di­tions, the fol­low­ing rules apply: (a) A per­son includes a nat­ur­al per­son, cor­po­rate or unin­cor­po­rat­ed body (whether or not hav­ing sep­a­rate legal per­son­al­i­ty). (b) A ref­er­ence to a par­ty includes its per­son­al rep­re­sen­ta­tives, suc­ces­sors or per­mit­ted assigns.

2. INCORPORATION OF TERMS

All Orders are accept­ed only on the fol­low­ing Con­di­tions and to the exclu­sion of any oth­er terms that the Buy­er seeks to impose or incor­po­rate, or which are implied by trade, cus­tom, prac­tice or course of deal­ing. Any terms or con­di­tions put for­ward by the Buy­er in con­flict with these Con­di­tions shall not be incor­po­rat­ed into the con­tract unless express­ly accept­ed by the Sell­er in writing.

3. FORMATION OF CONTRACT

2.1 Any quo­ta­tion sub­mit­ted by the Sell­er is an invi­ta­tion to treat not an offer. Any Order for the Sell­er’s goods shall con­sti­tute an offer and a con­tract shall come into exis­tence in accor­dance with these Con­di­tions if and when the Sell­er accepts the offer in writ­ing. 2.2 The Con­tract con­sti­tutes the entire agree­ment between the par­ties. The Buy­er acknowl­edges that it has not relied on any state­ment, promise or rep­re­sen­ta­tion made or giv­en by or on behalf of the Sell­er which is not set out in the Con­tract or these Conditions.

4. PRICES

Orders are accept­ed only on the basis that the actu­al price payable shall be that rul­ing at the date of despatch of the Goods and quot­ed prices may be var­ied at any time pri­or to the date of despatch. All prices quot­ed are ex. Works and exclude car­riage and V.A.T.

5. DELIVERY BY INSTALMENTS

Where goods are to be deliv­ered by instal­ments prices shall be those rul­ing at the date of despatch of each instal­ment of Goods.

6. DESPATCH

6.1. All times giv­en for despatch are esti­mates only and the Sell­er accepts no lia­bil­i­ty what­so­ev­er for fail­ure to com­ply with any such estimate.

6.2. Where Goods, prop­er­ly deliv­ered under the Con­tract, are not accept­ed by the Buy­er, the Sell­er reserves the right to sell to a third par­ty or store them for the Buy­er at the Buy­er’s expense.

7. CARRIAGE AND PACKING

7.1. Car­riage is charged extra on all Orders. The Sell­er’s nor­mal method of despatch is by Post or Car­ri­er, but if request­ed, and sub­ject to any addi­tion­al cost being payable by the Buy­er, spe­cial deliv­ery can be arranged e.g. Par­cel Force.

8. DAMAGE OR LOSS IN TRANSIT

8.1. The Sell­er accepts no lia­bil­i­ty for Goods lost or dam­aged in transit.

8.2. Short­ages in respect of Goods deliv­ered must be advised in writ­ing to the Sell­er and the Car­ri­er with­in 5 days of delivery.

8.3. Non-deliv­ery to be advised to the Sell­er with­in 14 days from receipt of the Sell­er’s invoice.

9. RETURNS

Goods ordered in error and received back, in an un-used con­di­tion with­in 14 days from receipt will, at the com­plete dis­cre­tion of the Sell­er may be cred­it­ed less a han­dling charge.

10. PAYMENT

9.1 The Buy­er should make pay­ment for the goods in full and cleared funds with­in the agreed time peri­od stat­ed on the Sell­ers’ invoice, notwith­stand­ing that deliv­ery may not have tak­en place. Prop­er­ty in the Goods shall remain with the Sell­er until full pay­ment has been received, see para­graph 11 below.

9.2 Inter­est at a year­ly rate of 4% over the base rate for the time being and from time to time of Lloyds Bank plc will be charged on a dai­ly basis on all monies out­stand­ing after the due date until the actu­al date of pay­ment (as well after judge­ment as before) and the Buy­er shall pay inter­est togeth­er with the over­due amount.

9.3 The Buy­er shall pay all amounts due under the Con­tract in full with­out any deduc­tion of with­hold­ing except as required by law and the Buy­er shall not be enti­tled to assert any cred­it, set-off or coun­ter­claim against the Sell­er in order to jus­ti­fy with­hold­ing pay­ment of any such amount in whole or in part. The Sell­er may at any time, with­out lim­it­ing any oth­er rights or reme­dies it may have, set off any amount owing to it by the Buy­er against any amount payable by the Sell­er to the Buyer.

11. MINIMUM ORDER VALUE

12. Orders below £100 net can only be actioned on a cash with Order basis. Pro-for­ma invoic­es will be sup­plied on request. PASSING OF PROPERTY

12.1.All Goods shall be at the Buy­er’s risk from the time they leave the Sell­er’s premises.

12.2.Until full pay­ment has been received (in cash or cleared funds) by the Sell­er for all Goods what­so­ev­er sup­plied at any time by the Sell­er to the Buyer:-

12.2.1.Property of the Goods shall remain with the Seller.

12.2.2. Sub­ject to 12.2.3 and 12.2.4 below the Buy­er shall be at lib­er­ty to sell the Goods in the ordi­nary course of busi­ness on the basis that the pro­ceeds of sale shall belong to the Sell­er to whom the Buy­er shall account on demand pro­vid­ed that the Buy­er shall have no author­i­ty to enter into any Con­tract of Sale on behalf of the Sell­er and any Con­tract of Sale shall accord­ing­ly be con­clud­ed in the name of the Buyer.

12.2.3. The Sell­er may at any time revoke the Buy­er’s pow­er of sale by notice to the Buy­er if the Buy­er is in default for longer than 7 days in the pay­ment of any sum what­ev­er due to the Sell­er (whether in respect of the Goods or any oth­er goods sup­plied at any time by the Sell­er to the Buy­er or for any oth­er rea­son what­so­ev­er) or if any Bill of Exchange Cheque or oth­er nego­tiable instru­ment drawn or accept­ed by the Buy­er in favour of the Sell­er is dis­hon­oured on pre­sen­ta­tion for pay­ment or if the Sell­er has bona fide doubts as to the sol­ven­cy of the Buyer.

12.2.4. The Buy­er’s pow­er of sale shall auto­mat­i­cal­ly cease if the Buy­er com­mits any act of insol­ven­cy, which for the pur­pos­es of these Con­di­tions, shall be deemed to include the pass­ing of a res­o­lu­tion or the pre­sen­ta­tion of a peti­tion for the wind­ing up of the Buy­er, the appoint­ment of a receiv­er and/or man­ag­er or an admin­is­tra­tor or admin­is­tra­tive receiv­er over the whole or any part of the Buy­er’s under­tak­ing and assets, the mak­ing by the Buy­er of any com­po­si­tion with or the call­ing by the Buy­er of any meet­ing of its cred­i­tors gen­er­al­ly, and/or the levy­ing of exe­cu­tion or dis­tress on any of its assets and/or any of those acts for­mer­ly defined as ‘acts of bank­rupt­cy’ sec­tion 1(1) of the Bank­rupt­cy Act 1914 for the pur­pos­es of that Act and/or the pre­sen­ta­tion of a peti­tion in respect of a bank­rupt­cy order and/or an appli­ca­tion for an inter­im order in con­nec­tion with any pro­pos­als for a vol­un­tary arrange­ment of the Buy­er’s affairs.

12.2.5. Upon deter­mi­na­tion of the Buy­er’s pow­er of sale under 12.2.3 or 12.2.4 above the Buy­er shall place the Goods at the dis­pos­al of the Sell­er who shall be enti­tled using only such force as may be nec­es­sary to enter upon any premis­es of the Buy­er for the pur­pose of remov­ing such Goods and to remove such Goods from the premis­es (includ­ing sev­er­ance from the real­i­ty where necessary).

GTL-PRO402 Issue 1 TERMS & CONDITIONS OF SALE 1 April 2013

12.3.Where pay­ment is made by means of a Bill of Exchange cheque or oth­er nego­tiable instru­ment the Sell­er shall be deemed not to have received pay­ment for the pur­pos­es of 12.2 above until the Bill of Exchange cheque or instru­ment has been hon­oured on pre­sen­ta­tion for pay­ment notwith­stand­ing that the Sell­er may have nego­ti­at­ed it and received val­ue there­fore. 12.4.Subject to the pro­vi­sions of clause 12.2 above, until title to the Goods has passed to the Buy­er, the Buy­er shall: (a) hold the Goods on a fidu­cia­ry basis as the Sell­er’s bailee; (b) store the Goods sep­a­rate­ly from all oth­er goods held by the Buy­er so that they remain read­i­ly iden­ti­fi­able as the Sell­er’s prop­er­ty; © not remove, deface or obscure any iden­ti­fy­ing mark or pack­ag­ing on or relat­ing to the Goods; (d) main­tain the Goods in sat­is­fac­to­ry con­di­tion and keep them insured against all risks for their full price from the date of deliv­ery; (e) noti­fy the Sell­er imme­di­ate­ly if it becomes sub­ject to any of the events list­ed in clause 12.2.4; and

13. TERMINATION AND SUSPENSION

With­out prej­u­dice to any rights and reme­dies avail­able to it, the Sell­er shall be enti­tled, forth­with on writ­ten notice to the Buy­er either to ter­mi­nate whol­ly or in part the Con­tract and/or any oth­er con­tracts with the Buy­er or to with­hold per­for­mance of all or any of Its oblig­a­tions under the Con­tract (and on the giv­ing of such notice all monies out­stand­ing from the Buy­er to the Sell­er shall become imme­di­ate­ly due and payable) if:- 13.1.Any sum owing to the Sell­er from the Buy­er on any account what­so­ev­er shall be unpaid after the due date for pay­ment (in which event the Sell­er shall have a gen­er­al lien for any such sum on all and any prop­er­ty of the Buy­er in its pos­ses­sion); 13.2.The Buy­er shall refuse to take deliv­ery of or col­lect any of the Goods in accor­dance with the terms of the Con­tract; 13.3.The Buy­er shall com­mit or be sub­ject to any Act of Insol­ven­cy (as defined in sub-clause 12.2.4 above); 13.4.The Buy­er shall com­mit any breach of any con­tract with the Sell­er; 13.5.The Buy­er shall refuse to pro­vide any secu­ri­ty for cred­it as here­inafter pro­vid­ed; and/or 13.6.If in its absolute dis­cre­tion the Sell­er con­sid­ers the Buy­er’s cred­it sta­tus to be unsat­is­fac­to­ry. The Sell­er shall be enti­tled to exer­cise its rights of ter­mi­na­tion or sus­pen­sion here­un­der at any­time dur­ing which the vent or default giv­ing rise there­to shall not have ceased or been reme­died, and, in the event of any such sus­pen­sion, the Sell­er shall be enti­tled to require, as a con­di­tion of resum­ing per­for­mance under the con­tract, pre-pay­ment of, or such secu­ri­ty as it may stip­u­late for, the pay­ment of any sum or sums due or to become due to it and/or to ter­mi­nate as a result of the same event giv­ing rise to the sus­pen­sion. Ter­mi­na­tion of the con­tract or any oth­er con­tract as afore­said (for what­ev­er cause) will not (save as oth­er­wise express­ly pro­vid­ed) affect any rights or oblig­a­tions of the par­ties which are either express­ly or by impli­ca­tion intend­ed to con­tin­ue after ter­mi­na­tion, and shall be with­out prej­u­dice to the rights of either par­ty accrued at the date of ter­mi­na­tion and/or accru­ing in respect of any breach of the terms here­of whilst such terms are in force.

14. CANCELLATION

Fol­low­ing accep­tance as afore­said by the Sell­er of the Buy­er’s Order, no can­cel­la­tion and/or sus­pen­sion, either in whole or in part, may be made by the Buy­er oth­er than with the pri­or writ­ten con­sent of a direc­tor or man­ag­er of the Sell­er and upon terms that the Buy­er shall indem­ni­fy the Sell­er in full against all loss (includ­ing with­out lim­i­ta­tion loss of prof­it) costs (includ­ing with­out lim­i­ta­tion the cost of all labour and mate­ri­als used), dam­ages charges and expens­es incurred by the Sell­er as a result of the cancellation.

15. CONTINUITY OF PRICES AND SPECIFICATION

Due to a pro­gramme of con­tin­u­ous prod­uct devel­op­ment the Sell­er reserves the right to alter spec­i­fi­ca­tions and or prices with­out pri­or notice, although every rea­son­able effort will be made to give advance noti­fi­ca­tion of any changes.

16. FITNESS FOR PURPOSE

The Buy­er is sole­ly respon­si­ble for ensur­ing that all Goods are fit for the pur­pose for which it intends to use them.

17. GUARANTEE

17.1.The Sell­er will repair, or replace any Goods prov­ing defec­tive by rea­son of defec­tive mate­r­i­al or work­man­ship pro­vid­ed that:- 17.1.1.Written notice spec­i­fy­ing such defect is giv­en to the Sell­er with­in 24 months of deliv­ery. Repaired items — 3 months.

17.1.2.The defec­tive Goods are prompt­ly returned car­riage paid to the Sell­er’s premis­es for inspec­tion and on such inspec­tion the Sell­er agrees them to be defec­tive by rea­son of faulty mate­r­i­al or work­man­ship. 17.1.3.The Goods are used cor­rect­ly and in accor­dance with the Sell­er’s instruc­tions and are not sub­ject to mis­use. 17.1.4.No attempt is made by the Buy­er or any third par­ty to rem­e­dy any defect or oth­er­wise tam­per with the Goods. 17.1.5.That the Sell­er shall be under no lia­bil­i­ty until any monies due from the Buy­er under the con­tract have been paid in full.

17.2.The guar­an­tee con­tained in 17.1 does not include any items not man­u­fac­tured by the Sell­er but the Sell­er will endeav­our to secure for the Buy­er the ben­e­fit of any guar­an­tee giv­en to it in respect thereof.

17.3.The Guar­an­tee con­tained in this clause 17 is in place of all war­ranties, con­di­tions and lia­bil­i­ties what­so­ev­er implied by com­mon law statute or oth­er­wise all of which shall accord­ing­ly be excluded.

17.4.The Sell­er’s lia­bil­i­ty is lim­it­ed to replace­ment of defec­tive goods under this clause 17 and the Sell­er and its employ­ees shall not be liable to the Buy­er or any third par­ty for any injury, loss or dam­age of any kind whether direct or con­se­quen­tial and how­so­ev­er caused result­ing from or aris­ing out of or inci­den­tal to:-

17.4.1.any neg­li­gence on the part of the Sell­er or its employ­ees (except inso­far as the same results in death or per­son­al injury).

17.4.2.The Sell­er’s per­for­mance of or fail­ure to per­form its oblig­a­tions under the con­tract whether express or implied or:

17.4.3.Any defects in the Goods or:

17.4.4.Any advice giv­en or rep­re­sen­ta­tions made by the Sell­er or on its behalf in rela­tion to the per­for­mance or use of the Goods.

17.5.The Sell­er’s total lia­bil­i­ty to the Buy­er in respect of all loss­es aris­ing under or in con­nec­tion with the Con­tract, whether in con­tract, tort (includ­ing neg­li­gence), breach of statu­to­ry duty, or oth­er­wise, shall in no cir­cum­stances exceed the amount of the Sell­er’s pro­fes­sion­al indem­ni­ty insur­ance in place from time to time. A copy of the Sell­er’s pro­fes­sion­al indem­ni­ty insur­ance in place from time to time is avail­able upon request.

17.6.Nothing in these Con­di­tions shall lim­it or exclude the Sell­er’s lia­bil­i­ty for : (a) death or per­son­al injury caused by its neg­li­gence, or the neg­li­gence of its employ­ees, agents or sub­con­trac­tors (as applic­a­ble); (b) fraud or fraud­u­lent mis­rep­re­sen­ta­tion; © breach of the terms implied by sec­tion 12 of the Sale of Goods Act 1979.

18. EMPLOYEES

These Con­di­tions are stip­u­lat­ed by the Sell­er on its own behalf and on behalf of all its employ­ees, ser­vants or agents and apply for the pro­tec­tion of all its employ­ees, ser­vants or agents as for the Seller.

19. THIRD PARTY CLAIMS

The Buy­er shall indem­ni­fy the Sell­er in full against any lia­bil­i­ty what­so­ev­er (includ­ing with­out lim­i­ta­tion costs and any lia­bil­i­ty based on the neg­li­gence of the Sell­er and/or lia­bil­i­ty imposed in the Sell­er by virtue of Part 1 Con­sumer Pro­tec­tion Act 1987) which it may incur result­ing from any claim made against the Sell­er by any third par­ty, includ­ing with­out lim­i­ta­tion any employ­ee or agent of the Buy­er or any sub­se­quent buy­er or hir­er or oth­er bailee of the Goods or any of them, aris­ing or arisen direct­ly or indi­rect­ly out of the per­for­mance and/or any non-per­for­mance and/or breach of the Con­tract and/or oth­er­wise out of or con­nect­ed with the man­u­fac­ture and/or sup­ply of the Goods or any of them.

20. FORCE MAJEURE

Nei­ther par­ty shall be liable for delay or non-ful­fil­ment of any term of the Con­tract caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Sell­er’s rea­son­able con­trol, which by its nature could not have been fore­seen, or, if it could have been fore­seen, was unavoid­able, includ­ing strikes, lock-outs or oth­er indus­tri­al dis­putes (whether involv­ing its own work­force or a third par­ty’s), fail­ure of ener­gy sources or trans­port net­work, acts of God, war, ter­ror­ism, riot, civ­il com­mo­tion, inter­fer­ence by civ­il or mil­i­tary author­i­ties, nation­al or inter­na­tion­al GTL-PRO402 Issue 1 TERMS & CONDITIONS OF SALE 1 April 2013 calami­ty, armed con­flict, mali­cious dam­age, break­down of plant or machin­ery, nuclear, chem­i­cal or bio­log­i­cal con­t­a­m­i­na­tion, son­ic boom, explo­sions, col­lapse of build­ing struc­tures, fires, floods, storms, earth­quakes, loss at sea, epi­demics or sim­i­lar events, nat­ur­al dis­as­ters or extreme weath­er con­di­tions, or default of sup­pli­ers or subcontractors.

21. GENERAL

21.1.It shall be the respon­si­bil­i­ty of the Buy­er to ensure that all require­ments applic­a­ble to the Sell­er, whether statu­to­ry, reg­u­la­to­ry, munic­i­pal and/or oth­er­wise how­so­ev­er, are duly com­plied with. It shall be a con­di­tion prece­dent to the per­for­mance by the Sell­er of its oblig­a­tions under the Con­tract that all nec­es­sary licences, per­mits and con­sents shall have been obtained by the Buyer;

21.2.Without prej­u­dice to the gen­er­al­i­ty of the pro­vi­sions below deal­ing with Exports, the obtain­ing of the rel­e­vant exchange con­trol con­sents shall be a con­di­tion prece­dent of the per­for­mance by the Sell­er of any of its oblig­a­tions under the Contract.

21.3.The Con­tract is per­son­al to the Buy­er, who shall not assign or in any­way part with the ben­e­fit there­of with­out the Sell­er’s pri­or writ­ten consent.

21.4.Each and every oblig­a­tion con­tained in these Con­di­tions shall be treat­ed as a sep­a­rate oblig­a­tion and shall be sev­er­al­ly enforce­able as such notwith­stand­ing the non-enforce­abil­i­ty of any oth­er such obligation;

21.5.If after the Con­tract a fur­ther con­tract is how­so­ev­er entered into between the Sell­er and the Buy­er for the sup­ply of goods, such con­tract shall be deemed to be entered into sub­ject to these con­di­tions. Any such con­tract shall be deemed to be sep­a­rate and dis­tinct from any oth­er such con­tract and from the Con­tract, and no default by the Sell­er in respect of any one or more such con­tracts shall enti­tle the Buy­er to with­hold pay­ment under any oth­er such con­tract or under the Contract;

21.6.A per­son who is not a par­ty to the Con­tract shall not have any rights under or in con­nec­tion with it. 21.7.The Con­tract, and any dis­pute or claim aris­ing out of or in con­nec­tion with it or its sub­ject mat­ter or for­ma­tion (Includ­ing non-con­trac­tu­al dis­putes or claims), shall be gov­erned by, and con­strued in accor­dance with, Eng­lish law, and the par­ties irrev­o­ca­bly sub­mit to the exclu­sive juris­dic­tion of the courts of Eng­land and Wales.

TERMS AND CONDITIONS OF SALE FOR EXPORT ORDERS

1. GENERAL CONDITION 

Where the Goods are sup­plied for export from the Unit­ed King­dom, the pro­vi­sions of the Sell­er’s gen­er­al con­di­tions of sale shall apply unless altered by this or oth­er­wise in writ­ing by the Seller.

2. IMPORTATION

The Buy­er shall be respon­si­ble for com­ply­ing with any leg­is­la­tion or reg­u­la­tions gov­ern­ing the impor­ta­tion of the Goods into the coun­try of des­ti­na­tion and for the pay­ment of any duties thereon.

3. SHIPPING

Unless oth­er­wise agreed in writ­ing between the Buy­er and the Sell­er, the Goods shall be deliv­ered:- 3.1. by Air Par­cel Post — at cost to the Buy­er; 3.2. by Air, Sea and Road ship­ments. Terms: Ex Works, the Sell­er shall be under no oblig­a­tion to give notice under sec­tion 32(3) of the Sale of Goods Act 1979.

4. MINIMUM ORDER VALUE 

The Min­i­mum Order Val­ue for Goods is £200 Ster­ling (Nett).

5. PAYMENT

5.1. The pay­ment terms are Ster­ling Cheque drawn upon a UK bank with order or con­firmed Irrev­o­ca­ble Let­ter of Cred­it, all charges for the account of the Con­signee, unless oth­er­wise agreed in writ­ing by the Sell­er; 5.2. The Sell­er reserves the right to insist upon full pay­ment in advance for all orders of less than £1,500 net value.

6. DOCUMENTATION

The Sell­er reserves the right to charge for documentation.