1. General

a) The Seller is a company registered in England and Wales under company number: 01567612. The Seller’s registered office is at 10 Olympic Way, Warrington, WA2 0YL. Our VAT number is: GB344053873.

b) The Buyer can contact the Seller by post, email customer.support@gemu.co.uk, by phone 01925 824 044 or by visiting the Seller’s website www.gemu.co.uk

c) These Conditions apply to and form part of the Contract between the Seller and the Buyer. They supersede any previously issued terms and conditions of purchase or supply.

d) The Terms will only govern sales by GEMÜ Valves Limited ("the Seller") unless the Seller expressly agrees in writing to any variation (whether in the form of a Buyer's Terms of trading, or otherwise).

e) If you are an individual placing an order on behalf of the Buyer, you confirm that you have authority to place such an order for and on behalf of the Buyer.

f) The Buyer’s use of the Seller’s website is governed by the Seller’s Terms of Use.

2. Order

a) A Contract is not made between the Seller and the Buyer until the Seller has accepted the Buyer's order (whether resulting from a quotation of the Seller or not) in writing (including email). The Contract formed on acceptance shall incorporate all of these Terms to the exclusion of all others.

b) A tender or quotation is open for 30 days only from the date shown; it is subject to withdrawal or alteration at any time before a Contract is concluded.

c) Order process: the Buyer will contact the Seller and place an order for the Goods, the Seller will either accept or decline this order, the Buyer will receive an email confirming acceptance, amendment, or rejection.

E-commerce orders
➢ GEMÜ Online Shop, App or Customer Online Portal Transactions

a) Please check the order carefully and correct any errors before it is submitted to the Seller. The Buyer is responsible for ensuring that the information is correct, and the Seller will rely solely on the information the Buyer has provided.

b) After the Buyer places the order, the Seller will send the Buyer confirmation to let the Buyer know the Seller has received the order. This does not mean that the order has been accepted by the Seller. The order is an offer to buy Goods from the Seller on these Terms.

Availability
All orders are subject to availability. The Seller cannot guarantee that any Goods will be available at any given time. If the order is affected by availability of the Goods, the Seller will notify the Buyer by email or phone call.

Making changes
If the Buyer would like to make any changes to the Buyer’s order after the Buyer has submitted it, please contact the Seller as soon as possible and the Seller will let you know if it is possible to change the order. This may incur additional fees and / or extended lead time.

3. Cancellation

a) Orders received and accepted by the Seller shall not be subject to cancellation, either wholly or partially, without the Seller's consent and cancellation of any Contract to which the Buyer is a party will not constitute sufficient cause for cancellation of any order placed by the Buyer.

b) Any cancellations approved by the Seller may be subject to a re-stocking or cancellation charge.

4. Drawings, etc.

a) All illustrations, preliminary drawings, specifications and particulars of weights and measures submitted with any tender or quotation are approximate only and the description contained in the Seller's and manufacturer's catalogues and other advertising matter are intended to present merely a general guide to the nature of the Goods and are not intended to be an accurate description for the purposes of any subsequent Contract.

b) The Seller reserves the right at any time and without notice to vary the specifications (including materials and construction) and design of Goods and to supply Goods as so varied in performance of any order. The Seller will make reasonable efforts to inform the Buyer of any material changes to wetted components and/or materials, the Seller is not liable for any failure to inform the Buyer of any material change.

5. Prices

a) Prices are subject to alteration without notice. When orders have been accepted and the price ruling at the date of despatch of Goods will change due to unforeseen circumstances (e.g. change in tax, duties or costs) then the Seller may increase the Prices with immediate effect by written notice to the Buyer.

b) Goods are sold "Ex-Works", in accordance with Incoterms 2020. Costs of delivery, packaging and transport will be paid by the Buyer. These are detailed on the Seller´s quotations and on the order confirmation to the Buyer.

c) Except where otherwise stated, prices are exclusive of value added tax.

6. Payment

a) Unless the Seller has, at its discretion, agreed to grant credit terms, Goods must be paid for at the time of the order.

b) When the Seller has agreed to grant credit, payment must be made within 30 days end of month, unless otherwise stated in writing.

c) If the Buyer exceeds the agreed credit limit, the Seller may withhold all further supplies.

d) If any payment is overdue, the Seller reserves the right to charge interest on the sum concerned which will be subject the statutory interest of 8% plus the Bank of England Base Rate.

e) Interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgement.

f) Credit terms granted may be withdrawn by the Seller at any time, without notice.

g) If, for reasons of late payment or otherwise, the Seller considers that a Buyer's creditworthiness is impaired, the Seller may at its absolute discretion and without prejudice to its rights against the Buyer, suspend performance of its obligations under the Contract or treat the Contract as repudiated by the Buyer.

h) Unless paid by pro-forma invoice payment, Goods will be invoiced when ready for despatch.

i) When Goods are delivered in instalments, each instalment will rank as a separate Contract, and payment is to be made accordingly.

j) A defect in any delivery or instalment shall not entitle the Buyer to suspend, reduce or refuse to make payment in respect of any other instalment.

k) The Seller accepts most credit cards and debit cards, all card payments need to be authorised by the relevant card issuer.

l) The Seller will take payment from the Buyer’s card when the order is accepted by the Seller. If the payment is unsuccessful, the Seller will contact the Buyer using the contact details provided when placing the order. If the Seller is unable to contact the Buyer, the Seller will cancel the order and notify the Buyer by email.

7. Delivery

a) Time of delivery is not of the essence. Delivery dates quoted are estimates only. The Seller will use its reasonable endeavours to keep to them, but accepts no liability for any financial or other loss suffered as incurred as a result of any delay nor shall any such delay entitle the Buyer not to accept and pay for the Goods when they are delivered.

b) The Seller will arrange delivery of Goods by means at the Seller's discretion, of ordinary Goods transport, unless the Buyer otherwise requires, and it has been agreed by both parties.

c) The risk in the Goods will pass the Buyer when they are loaded on to the Buyer's transport (or they are off-loaded at their destination if the Seller is the carrier).

d) If the Buyer fails to accept delivery of the Goods the Seller shall store and insure the Goods pending delivery and the Buyer shall pay all costs and expenses incurred by the Seller in doing so, including additional delivery charges.

e) If 10 Business Days following the due date for delivery of the Goods, the Buyer has not taken delivery of the Goods, the Seller may resell or otherwise dispose of the Goods without any obligation or liability to the Buyer. The Seller shall deduct all storage charges and reasonable costs of resale.

f) Without accepting liability for failure in any case to do so, the Seller will pursue for the benefit of the Buyer any claim for damage or short delivery or loss of Goods in transit provided that the Seller and the carrier are notified in writing of the claim, within 14 Business Days after the date of the despatch notification in the case of a complete loss and within 5 Business Days after delivery in the case of damage or short delivery; and in the latter case also that on delivery the Goods have been signed for "unexamined" or the damage or short delivery has been recorded on the carrier's delivery documentation.

8. Packing

Packing costs will be borne by the Buyer, unless, otherwise agreed by both parties.

9. Storage

If the Seller is asked to, and agrees to store Goods, or, if the Seller has to store Goods because of the fault of the Buyer, after the Goods are ready for despatch, the Buyer will pay all storage costs and all additional transport and other costs resulting from the deferment of despatch. The storage will be at the Buyer's risk, and will not entitle the Buyer to postpone payment for the Goods.

10. Goods Warranty

a) The Seller guarantees Goods against defective workmanship and materials for a period of 12 months from the date of delivery.

b) The Seller will at its option repair or replace, free of charge, or refund the net invoiced price (less allowance for any scrap value) in respect of any such Goods which are shown to have been so defective (provided always that the Goods have not been subject to undue wear and tear, accident, alteration or misuse), provided that:
i. the Buyer serves a written notice on Seller not later than five Business Days from delivery in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance; and
ii. the Buyer gives the Seller a reasonable opportunity to examine the Goods.

c) The Buyer warrants that it has provided the Seller with all relevant, full and accurate information as to the Buyer’s business and needs. Failure to provide accurate information will void the Goods Warranty, no warranty or condition of fitness for any particular purpose is given or is to be implied in these Terms.

11. Limitation of Liability

a) The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, Contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

b) Subject to clause 11d, the Sellers total liability shall not exceed the total sum of the Goods purchased.

c) The Seller will not be liable under or in connection with these Terms (regardless of whether such liability arises in tort, Contract or in any other way and whether or not caused by negligence or misrepresentation) for consequential, indirect or special losses or any of the following (whether direct or indirect):
i. Loss of profit;
ii. Loss of opportunity;
iii. Loss of savings, discount or rebate (whether actual or anticipated); or
iv. Harm to reputation or loss of goodwill.

d) Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
i. death or personal injury caused by negligence;
ii. fraud or fraudulent misrepresentation;
iii. any other losses which cannot be excluded or limited by Applicable Law;

12. Title to the Goods

a) The Goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the agreed price together with the full price of any other Goods the subject of any other Contract with the Seller.

b) Until such time as the Buyer becomes the owner of the Goods, he will store them on his premises separately from his own Goods or those of any other person and in a manner which makes them readily identifiable as the Goods of the Seller. The Buyer shall insure the Goods from the date of delivery, noting the Seller’s interest on the policy.

c) The Buyer acknowledges that until such time as the property in the Goods passes to the Buyer he is in possession of the Goods as a bailee for the Seller.

d) The Seller may for the purpose of recovery of its Goods enter upon any premises where they are stored or where they are reasonable thought to be stored and may repossess the same or the Seller may require the Buyer, at the Buyers expense, to redeliver the Goods to the Seller and in entering into any Contract with the Seller (the Buyer acknowledges this right).

13. Insolvency

If the Buyer shall become bankrupt or insolvent or compound with creditors or in the event of any resolution being passed, or proceedings being commenced for the winding up of the Buyer, or if a Receiver or Manager is appointed to administer the whole or any part of its assets or undertaking the Seller shall be entitled to cancel the Contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Seller.

14. Industrial Property Rights - Confidentiality

a) If Goods, supplied by the Seller to the Buyer's design or specifications, infringe or are alleged to infringe any patent or registered design rights or copyright the Buyer will indemnify the Seller against all damages, costs and expenses incurred by the Seller as a result of the infringement or allegation. The Buyer will give the Seller all possible help in meeting any infringement claim brought against the Seller.

b) All drawings, designs, specifications and the like which the Seller supplies in connection with a quotation or order remain the Seller's property and are confidential; they must not be disclosed to any third party without the Seller's written permission.

All pricing and commercial conditions which the Seller supplies in connection with a quotation or order is to remain private and confidential; the Buyer must not disclose the information to any third party without the Seller's written permission.

15. Health & Safety

The Buyer will ensure that all information supplied by the Seller on the use of Goods (including information on the conditions necessary to ensure that such use is safe and without risk to health) will be made available to, and will be applied by, its employees, Contractors and purchasers.

16. Force Majeure

The Seller shall be under no liability for any delay in carrying out, or for the non-performance of, any of its obligations under these Terms caused by any circumstance (including, but not limited to, war, riot, accident, fire, storm, flood, pandemics, industrial dispute, government sanctions and supplies of labour shortages) beyond its direct and reasonable control.

17. Notice

Notices may be given, and are deemed received:
a. By hand, on that day;
b. By Email, on that day if sent before 4pm;
c. By post, 2 Business Days after posting;

18. No third party rights

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties Act 1999) to enforce any of the provisions of the Contract.

19. No partnership or agency

Nothing in this agreement constitutes, or will be deemed to constitute a partnership between the parties nor make any party the agent of another party.

20. Termination

a) The Seller may terminate the Contract at any time by giving not less than 30 day’s notice in writing to the Buyer if:
i. The Buyer commits a material breach of the Contract and such breach is not remediable;
ii. The Buyer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Seller has given notification to the Buyer that the payment is overdue; and
iii. The Buyer is subject to any events or circumstances analogous to those in the insolvency clause (13) in any jurisdiction.

b) Termination or expiry of the Contract shall not affect any accrued rights and liability of the Seller at any time up to the date of termination.

21. Dispute Resolution

a) The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

b) The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

c) Within 7 Business Days of the service of the notice, the Contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.

d) If the dispute has not been resolved within 5 Business Days of the first meeting, then the matter shall be referred to the Directors (or persons of equivalent seniority). They will meet within 10 Business Days to discuss the dispute and attempt to resolve it.

e) Until the parties have completed the steps referred to above, and have failed to resolve the dispute neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

22. Law

These Terms shall in all respects be construed and have effect according to English Law, and the parties agree to submit to the exclusive jurisdiction of the English Courts.

23. These Terms

a) If any provision of these Terms (or part of any provision) is or become illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms will not be affected.

b) If any provision of this agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.

c) Any variation to these Terms will not be binding unless expressly agreed in writing between the Buyer and the Seller.

d) The Buyer and the Seller both agree that these Terms constitute the entire agreement between the Buyer and the Seller in relation to your order. The Buyer acknowledges that the Buyer has not entered into these Terms in reliance on any representation or warranty that is not expressly set out in these Terms and that the Buyer will have no claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.

e) No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

f) If there is a conflict between the Terms contained in this agreement and the Terms of the order, schedules, appendices or annexes. These Terms and conditions shall prevail unless expressly stated otherwise.

Definitions

In these Terms the following definitions apply:
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England or Scotland.
Contract means this agreement between the Seller and the Customer for the supply and purchase of Goods or Services, the order and including all their respective schedules, attachments, annexures and statements of work;
Terms means the Seller’s terms and conditions of sale set out in this document;
Seller means the named party in the Contract which in this case is GEMÜ Valves Limited.
Buyer means the named party in the Contract which has agreed to purchase the Goods from the Seller and whose details are set out in the order;
Goods means the goods and other physical material set out in the order to be supplied by the Seller to the Buyer in accordance with the Contract; and
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar or fiscal tax applying to the Sale of the Goods.

Version: May 2023