Terms and Conditions of Sale1. 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.