– a sub-brand by Gram Commercial Terms and Conditions C13 1. Interpretation 1.1 In these Conditions: “BUYER” means the person who accepts a quotation of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller. “CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the ontext otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. “CONTRACT” means the contract for the purchase and the sale of Goods. “GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions “SELLER” means GRAM (UK) LIMITED (registered in England and Wales under number 764216) “WRITING” includes letter cable facsimile transmission and comparable means of communication 1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time. 1.3 The headings in these Conditions are for convenience and shall not affect their interpretation. 2. Basis of the Sale 2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer. 2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller. 2.3 The Seller’s employees or distributors are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed. 2.4 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. 3. Orders and Specifications 3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative. 3.2 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all reasonable costs damages charges and expenses incurred by the Seller as a result of cancellation. 4. Price of the Goods 4.1 The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for thirty days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer. 4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to renegotiate the price of the Goods to reflect any increases in the cost to the Seller which is due to any factor beyond the control of the Seller any change in delivery dates quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer to give the Seller adequate information or instructions. 4.3 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller. 5. Terms of payment 5.1 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the Goods at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. 5.2 The Buyer shall pay the price of the Goods before the end of the month following the month in which the Seller’s invoice is raised notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. 5.3 If the Buyer fails to make any payment on the due date then without prejudice to any other remedy available to the Seller the Seller shall be entitled to: 5.3.1 cancel the contract or suspend any further deliveries to the Buyer; 5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and 5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of four per cent per annum above Barclays Bank PLC base rate from time to time until payment in full is made (a part of a month being treated as full month for the purpose of calculating interest). 6. Delivery 6.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. 6.2 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 7. Risk and Liability 7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods the time when the Seller has tendered delivery of the Goods. 7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. 7.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured. 7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. 8. Warranties and Liabilities 8.1 Subject to clause 9 and subject to the conditions set in clauses 8.1 to 8.8 the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free of defects in material and workmanship for a period of 12 months from delivery. The period of the warranty may be extended by written agreement between the Buyer and the Seller only at the time the Buyer’s order is placed. .
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