Throughout these conditions the following definitions apply:“the Company” shall mean GRP Tools Limited. “the Buyer” shall mean any company or individual ordering, or accepting a quotation, for goods and/or services from GRP Tools Ltd. “the Goods” shall mean the goods and/or services provided and sold by the Company to the Buyer. “the Contract” shall mean the agreement for the supply of goods established by the Company’s “quotation” or order “confirmation” which is subject to these terms. “the Price” shall mean the price for the Goods, exclusive of VAT and duty. “the Conditions” shall mean the Terms and Condition of GRP Tools Ltd.
The Conditions contained herein shall apply to all quotations and offers made by and purchase orders accepted by the Company (Registration number 5999373 England). The conditions supersede all other terms and conditions used by the Company.
If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
The Company may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.
The headings in there Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
Orders, Price and Payment
No contract shall come into existence until the Company confirms the order for Goods in writing.
The Price shall be the quoted price of the Company and payment of the Price shall be made by the Buyer in line with the terms expressed on the invoice for the Goods and time for payment shall be of the essence.
If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after and court judgement on the unpaid portion of the Price at the rate of 4% above the base rate from time to time of HSBC bank.
Any cancellation of any order by the Buyer must be in writing, and agreed as cancelled also in writing by the Company. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for reasonable liquidated damages.
The description and quantity of the Goods to be sold shall be as set out in the Quotation or Order Acknowledgement provided by the Company to the Buyer.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date as shown on the Purchase Order of the Buyer.
The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
Any damages, shortages, over deliveries and duplicated orders should be reported to the Company in writing as soon as they are discovered by the Buyer. The Buyer shall be deemed to have accepted the Goods if they have not been rejected on or before the seventh day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part thereafter.
Titles and Risk
The Goods shall be at the risk of the Buyer following delivery and, notwithstanding delivery, titles in the Goods shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Company failing which the Company shall have the right to repossess or otherwise recover the Goods.
Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Until title passes the Buyer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the Goods of the Company.
Return of Unused Goods
All Goods are sold on a firm sale basis, i.e. the Company will not take back any Goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.
Any returns must be authorised by a representative of the Company before any credit will be given.
Where the Company agrees to accept the return of Goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Company will not be obliged to accept any Goods that are damaged in any way. The Company will only accept returns that appear in the Company’s current publication list.
Credit of amounts due or paid in will only be given for Goods that are in saleable condition.
Limitation of liability
Save in respect of personal injury or death due to any negligence, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods.
Without prejudice to Condition 9.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this agreement.
Intellectual Property Rights
All Intellectual Property Rights produced from or arising as a result of the performance of this agreement shall, so far as not already vested, become the absolute property of the Company, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties.
The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, acts of civil or military authorities, riot, fire, flood, earthquake, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations. If the delay persists
For such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.
Governing Law and Jurisdiction
The laws of England and Wales shall govern this agreement and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.