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a) 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).
b) A contract is not made between the Seller and a Buyer until the Seller has accepted the Buyer's order (whether resulting from a quotation of the Seller or not) in writing.
c) 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.
Orders received and acknowledged 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.
3. 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.
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 (eg. change in tax, duties or costs) then re-confirmation with the purchaser will be requested.
b) Goods are sold "ex-works". Costs of delivery, packaging and transport will be paid by the Buyer. These are detailed on Gemu quotations and on the order confirmation to the Buyer.
c) Except where otherwise stated, prices are exclusive of value added tax.
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 of despatch.
c) If any payment is overdue, interest on the sum concerned will be payable at 3% above Barclays Bank PLC base rate for the time being in force.
d) Credit terms granted may be withdrawn by the Seller at any time, without notice.
e) 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.
f) Unless paid by Pro-forma invoice payment, goods will be invoiced when ready for despatch.
g) When goods are to be delivered in instalments, each instalment will rank as a separate contract, and payment is to be made accordingly.
h) A defect in any delivery or instalment shall not entitle a Buyer to suspend, reduce or refuse to make payment in respect of any other instalment.
a) Delivery dates quoted are estimates only. The Seller will make every effort to keep to them, but accepts no liability for any financial or other loss or any such delay entitling 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.
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) 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 days after the date of the advice note or the despatch notification in the case of a complete loss and within 5 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.
Packing costs will be borne by the Buyer, unless, in relation to deliveries within the U.K., the packing cases and materials are returned to the Seller, carriage paid and in good condition, within two months after despatch from the Seller.
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.
9. Guarantee - Extent of Liability
a) The Seller guarantees goods against defective workmanship and materials for a period of 12 months from the date of delivery. 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).
b) Term 9 a) represents to full extent of the Seller's liability in respect of the supply of defective goods or other breach of its obligations under this contract, and is in place of any liability (including liability for negligence other than negligence resulting in death or personal injury) that would otherwise apply by operation of Common Law, Statue or trade usage.
c) The Buyer is solely responsible for ensuring that goods bought from the Seller are fit for any particular purpose, and no warranty or condition of fitness for any particular purpose is given or is to be implied in these Terms.
10. 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.
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, and in entering into any contract with the Seller the Buyer acknowledges this right.
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.
12. 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.
13. 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.
14. 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, industrial dispute, and supplies of labour shortages) beyond its direct and reasonable control.
These Terms shall in all respects be construed and have effect according to English Law, and the parties agree to submit to the jurisdiction of the English Courts.
Gemu Valves Limited 10 Olympic Way Warrington WA2 0YL UK