1.1. In these terms and conditions the phrase “the Company” shall mean GETECH.
1.2. The goods are sold upon the following terms and conditions. Any conditions printed on the customers’ order forms are binding only insofar as they are not at variance with these and they have been specifically agreed to in writing by an officer of the Company.
1.3. Any specifications, drawings, particulars of weights or dimensions or descriptions or information contained within the Company’s literature remain the property of the company. Information such as described is intended to present an indication of the type of goods described therein and shall not form any part of a contract.
1.4. Any particulars of performance given by the Company are based upon achievable values but are not the subject of any representation warranty or condition (whether express implied or statutory).
2. ACCEPTANCE AND VARIATION OF PRICE
2.1. All quotations whether verbal or in writing do not constitute offers and are subject to the Company’s confirmation on receipt of the customers order.
2.2. A verbal quotation given by the Company is valid for a period of thirty days only (unless previously withdrawn by the company or reviewed).
2.3. Any orders received by the Company are subject to acceptance in writing or by the Company taking steps to implement the same.
2.4. All quotations for goods from stock are subject to the goods remaining unsold at the time of receipt of an order.
2.5. All prices quoted or listed by the Company are based on the prices of the Company’s suppliers at the time of quotation or listing and are subject to adjustment prior to dispatch to cover any increase in such prices or in taxation or duty which might take place prior to the delivery and such prices are exclusive of VAT at the current rate unless otherwise stated.
2.6. Where goods are to be imported the Company reserves the right to vary the price quoted to reflect the rate of exchange for purchase of the relevant currency in pounds sterling.
2.7. No accepted order may be cancelled or varied by the customer without prior consent in writing from the Company. The Company reserves the right to make additional charges for any cancelled or varied orders with respect of re-stocking at a rate of 30% of order value and/or any implied charges by the Company’s suppliers.
3. DELIVERY AND INSTALLATION
3.1. The Company will endeavour to deliver on the agreed delivery dates. These dates should however be regarded as estimates only. The Company shall not be liable for any delay occasioned by any cause whatsoever beyond the Company’s control.
3.2. The Company shall be entitled to deliver the goods in advance of agreed delivery dates and/or by instalments at the Company’s discretion.
3.3. Goods shall be deemed to be delivered when delivered to the address in the United Kingdom specified in writing by the customer (“the site”) not withstanding that installation (where applicable) may not be possible.
3.4. Unless otherwise stated the Company shall (where necessary) install the goods provided that the site has been prepared in accordance with the Company’s instructions and all necessary facilities are freely available. If installation is not possible at the time agreed due to no fault of the Company, the Company shall be entitled to make an additional charge in respect of any further visit to the site to install the goods.
3.5. In the case of delivery of goods by instalments the customer will not be entitled to treat the delivery of faulty goods in any one instalment or the late delivery or non delivery of any on instalment as a repudiation of the contract with the Company.
3.6. If the customer fails to give delivery instructions within seven days of being notified that the goods are ready for delivery, the Company shall (without prejudice to any other rights or remedies available to it) be entitled (but not bound) to store the goods at any available place at the customers expense.
3.7. Unless otherwise stated goods will be consigned by the cheapest route with carriage paid by the customer.
3.8. Any special arrangements requested by the customer for consignment of goods shall be paid by the customer.
4. RISK AND TITLE TO GOODS
4.1. The risk in the goods passes to the customer upon delivery but property in the goods remains vested in the Company and shall only pass from the Company to the customer upon full payment being made by the customer of all sums due on whatsoever account or grounds to the Company from the customer. In the event of goods being sold by the customer in such a manner as to pass to a third party a valid title to the goods, whilst any such sums are due as foresaid the customer shall be a Trustee for the Company of the proceeds of such sale or to the claim for such proceeds and the customer shall place such proceeds in a separate bank account. The Company’s rights under this sub clause (4.1) shall attach to the proceeds of such sale. Nothing herein shall constitute the customer the Agent of the Company for the purposes of any such sub-sale.
4.2. The customer agrees that prior to full payment being made as aforesaid the Company may at any time enter upon the customers premises and remove the goods there from (and dispose of the same in any matter it may decide) and that prior to such payment the customer shall keep such goods separate, unused, and identifiable for this purpose. All costs involved in the removal and any disposal of goods shall be paid by the customer.
4.3. In the event of goods becoming constituents of or being converted into other products whilst sums are due as provided in sub clause (4.1) hereof the Company shall have the ownership of and title to such other products as if they were the goods and accordingly this clause 4 shall so far as appropriate apply to such other products subject to the customers right to the surplus of any moneys (less costs) realised by the said products in excess of those due to the Company as provided herein.
4.4. Any implied authority that the customer shall be entitled to sell the goods and pass property in the same to third parties in the normal course of its business or manufacture of products out of the same or sell such products will continue until otherwise notified to the customer by the Company or until the happening of any of the following events;
i. Any notice to the customer that an administrator, administrative receiver, or any other receivers is to be or has been appointed in respect of its undertaking or a material part thereof or other property or assets.
ii. Any notice to the customer that a petition for an administration order is to be or has been presented to the customer.
iii. Any notice to the customer that a petition to wind up the customer is to be presented to the customer or the passing by the customer of a Resolution to wind up the customer (including any proposal by the customer so to do).
iv. A decision by the customer that the customer intends to make any arrangements or composition with its creditors.
v. Presentation to the customer of a petition for bankruptcy or notice to the customer that a petition for bankruptcy is to be presented to it and upon the happening of any such events the customer shall immediately notify a Director or other authorised officer of the Company.
4.5. On receipt of notice from the Company or on the happening of any of the events set out in (4.4) above the customer’s implied authority to sell the Company’s goods shall be immediately withdrawn and all such goods and products made there from shall immediately be delivered to the Company at the expense of the customer.
5. NOTIFICATION OF LOSS OR DAMAGE
5.1. The Company must be informed in writing within three days of delivery of goods in the event of shortage or damage and within seven days of receipt of invoice if the goods have not been delivered otherwise the goods shall be deemed to have been accepted by the customer as being in good order and in conformity.
6.1. Payment is to be made within the payment terms of the relevant ‘Account Agreement’ and/or ‘Contract of Sale’. Failure to make due payment in respect of deliveries or instalments in accord with these terms and conditions or any contract between the customer and the Company shall entitle the Company to delay, suspend or cancel deliveries in whole or in part at its option. Interest shall be charged on outstanding balances and accrued on a daily basis at the rate of 8% per annum above the current bank base rate until payment after as well as before judgement.
6.2. Payment shall be due whether or not property has passed by virtue of Clause 4 hereof and the Company shall (without prejudice to any other right or remedy) accordingly be entitled to sue for the price once the same is due even if the property in the goods have not passed.
7.1 The customer shall inspect the goods upon delivery and return any required warranty registration documents in accordance with the Company’s current warranty procedure. The Company will make good at its option by repair or replacement any defects in the goods due solely to defective workmanship or materials which are notified to the Company in writing, and in accordance with the Company’s current warranty procedure, within twelve months from date of delivery to the customer or (where later) six months from the date of sale by the customer to its buyer and in the case of any defect discoverable upon reasonable examination such notification must be made within eight weeks from the date of delivery to the customer or (where later) within eight weeks from the date of sale by the customer and in the case of any defect not discoverable upon reasonable examination such notified in writing must be made within reasonable period from the date such defect is actually discovered provided that;
i. The aforesaid obligation in the Company shall not extend to defects caused by wilful damage negligence (other than by servants or agents of the Company) incorrect storage or application movement installation (if not installed by the Company) or defects caused by fair wear and tear and
ii. The goods, where necessary, have a proven service history by an authorised and/or approved Company and
iii. The goods are made available for inspection and repair within fourteen days of the defect or if required by the Company the goods are returned within fourteen days of the notification of the defect.
7.2 Save as herein set out and for liability for death or personal injury resulting from negligence on the part of the Company and save for breech of the sellers statutory implied undertakings as to title all express or implied conditions representations or warranties as to quality or fitness of the goods or otherwise are expressly excluded.
7.3 Save for liability for death or personal injury resulting from negligence of the Company the Company accepts no liability under any claims howsoever arising (be it by negligence or otherwise) for any loss over such figure as is from time to time the limit of liability laid down by the Company’s insurers in respect of such claims PROVIDED THAT the Company shall not be liable for any consequential loss or loss of profits or of contract whatsoever.
8. FORCE MAJEURE
8.1 The Company shall be excused from liability to the customer if performance hereunder is prevented or hindered (in particular if an agreed date is delayed) by any cause whatsoever beyond the Company’s control and in particular but without prejudice to the generality of the foregoing Act of God, war, civil commotion, Government controls and restrictions or prohibitions, or any other Government act or omission whether local or national, fire, flood, subsidence, sabotage, accident, strike or lockout and shall not be liable for any loss or damage resulting there from suffered by the customer.
9. LEGAL INTERPRETATION
9.1 These terms and conditions shall be constructed in accordance with English Law. Any dispute arising out of or in connection with these terms and conditions shall be determined by English Courts.
10.1 In the event of any part of these conditions being ineffective for any reason, the remainder thereof shall constitute the conditions binding upon the parties.