GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENTS (BUSINESS TO BUSINESS)
Terms and Conditions of Glotronic Limited (“Glotronic”)
- Definitions
Unless the context requires otherwise the following definitions apply
1.1 “Business Day” means any day other than
1.1.1 a Saturday
1.1.2 a Sunday or
1.1.3 a public holiday in England
when banks are open for business and “Business Days” means more than one of them
1.2 “Conditions” means
1.2.1 the terms and conditions set out in
(a) this document and
(b) the Sales Order and
1.2.2 any special terms and conditions
(a) agreed in writing by Glotronic and
(b) signed by an authorised representative of Glotronic on its behalf
1.3 “Contract” means the contract between Glotronic and the Customer (incorporating the Conditions) for the sale of the Products
1.4 “Customer” means the company or companies whose
1.4.1 name is or names are and
1.4.2 address is or addresses are
set out on the Sales Order (and for the avoidance of doubt where the Customer is more than one company each of the companies shall be jointly and severally liable in respect of all obligations of the Customer)
1.5 “Delivery Address” means the address specified for delivery of Products as set out on the Sales Order
1.6 “Delivery Date” means the date specified for delivery of Products as notified by Glotronic to the Customer in writing
1.7 “E-mail” means electronic mail and comparable means of electronic communication
1.8 “Glotronic” means Glotronic Limited (company number 11763876) whose registered office is at Regency House 45-53 Chorley New Road Bolton Lancashire BL1 4QR
1.9 “Order” means an order by the Customer for the supply of Products by Glotronic and “Orders” means more than one of them
1.10 “Parties” means Glotronic and the Customer and “Party” means either of them
1.11 “Payment Terms” means the period within which the Customer must pay an invoice sent to it by Glotronic which period is set out on the Sales Order
1.12 “Price” means the price for any Products excluding carriage packing insurance and VAT
1.13 “Products” means the products listed on the Sales Order
1.14 “Quotation” means
1.14.1 any written quotation provided by the Glotronic to the Customer in respect of Products and
1.14.2 (to the extent to which any such written quotation is superseded by it) any subsequent written confirmation provided by Glotronic to the Customer in respect of any order placed by the Customer with Glotronic for such Products or
1.14.3 (if no such written quotation is or has been provided) any written confirmation provided by Glotronic to the Customer in respect of any order placed by the Customer with Glotronic for any Products
1.15 “Sales Order” means the form entitled “Sales Order” sent by Glotronic to the Customer
1.16 “Specification” means a written specification of the Products provided by Glotronic to the Customer and “Specifications” means more than one of them
1.17 “VAT” means Value Added Tax or any tax which replaces it
1.18 “Warranties” means the warranties at clause 5.1
1.19 “Warranty Period” means the warranty period(s) specified on the relevant Sales Order - Conditions
2.1 The Conditions shall apply to all contracts for supply of Products between Glotronic and the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply
2.2 Any variation of the Conditions shall be ineffective unless
2.2.1 agreed in writing by Glotronic and
2.2.2 signed by an authorised representative of Glotronic on its behalf - Orders
3.1 Glotronic shall have absolute discretion whether to accept or decline
3.1.1 Orders and/or
3.1.2 amendments to Orders
3.2 A Contract is only formed once Glotronic has sent to the Customer a Sales Order
3.3 The Customer is responsible for ensuring that all Orders submitted by it are complete and accurate
3.4 The Customer shall provide to Glotronic all information which Glotronic may require to fulfil each Sales Order
3.5 Glotronic may cancel the Contract at any time before the Products are delivered by giving written notice to that effect and on giving such notice Glotronic
3.5.1 shall promptly repay to the Customer any sums paid in respect of the Price for such Products and
3.5.2 shall not be liable for any loss or damage whatever arising from such cancellation
3.6 The Customer may not cancel the Contract at any time except with Glotronic’s consent in writing signed by an authorised representative of Glotronic on its behalf - Products
4.1 Any drawings descriptions or advertising produced by Glotronic and any descriptions or illustrations contained in Glotronic’s catalogue brochures or websites
4.1.1 are produced for the sole purpose of giving an approximate idea of the Products described in them and
4.1.2 shall not form part of the Contract
4.2 Glotronic shall be entitled in its absolute discretion to amend the Specification
4.3 Delivery is completed on the completion of unloading of the Products at the Delivery Address
4.4 Delivery Dates are approximate only and the time of delivery is not of the essence
4.5 Glotronic shall not be liable for any delay in delivery or non-delivery of any Products whether or not caused by the Customer’s failure to provide Glotronic with
4.5.1 adequate delivery instructions or
4.5.2 any other relevant instructions
4.6 If Glotronic attempts to make delivery of Products but the Customer does not take delivery of those Products then Glotronic may
4.6.1 store or resell (or otherwise dispose of) all or part of the Products and
4.6.2 charge the Customer reasonable storage return and selling costs in a sum which equates to at least 15% (fifteen per cent) of the Price
4.7 Glotronic may deliver Products by instalments which shall be invoiced and paid for separately
4.8 The Customer shall
4.8.1 inspect all Products on delivery and
4.8.2 within 48 (forty-eight) hours of delivery notify Glotronic in writing of any alleged
(a) defect in
(b) shortage in quantity of
(c) damage to or
(d) failure to comply with description in relation to
such Products - Quality and fitness for purpose
5.1 Glotronic warrants that for the Warranty Period the Products shall
5.1.1 conform in all material respects with their description and any Specification (if applicable as amended by Glotronic) and
5.1.2 be free from material defects in design
5.2 Subject to clauses 5.3 and 5.5 as long as
5.2.1 the Customer gives notice in writing to Glotronic during the Warranty Period promptly after discovery that some or all of the Products do not comply with any of the Warranties
5.2.2 Glotronic is given a reasonable opportunity to examine such Products and
5.2.3 the Customer (if asked by Glotronic to do so) returns at the Customer’s cost such Products to Glotronic’s place of business
then Glotronic shall at Glotronic’s option repair or replace any Products which Glotronic has found not to comply with any of the Warranties or refund the relevant Price and this shall be Glotronic’s only liability to the Customer in respect of any breach of any of the Warranties
5.3 Glotronic shall not be liable for any failure of any Products to comply with the warranties set out in clause 5.1 if
5.3.1 the Customer fails to comply with clause 4.8.2
5.3.2 the Customer makes any further use of such Products after discovering the relevant non-compliance
5.3.3 the non-compliance arises from the Customer’s failure to follow
(a) Glotronic’s oral or written instructions or
(b) good trade practice
regarding the storage commissioning installation use and maintenance of the Products
5.3.4 the Customer has (without the written consent of Glotronic)
(a) altered or repaired or
(b) had altered or repaired
such Products or
5.3.5 the non-compliance arises from
(a) fair wear and tear or
(b) wilful damage negligence or abnormal storage or working conditions (in each case) after delivery
5.4 All terms conditions warranties and representations implied at law regarding description quality and fitness for purpose are excluded from the Contract to the fullest extent permitted by law
5.5 The terms of the Contract shall apply to any repaired or replacement Products supplied by Glotronic - Title and risk
6.1 Risk in the Products shall pass to the Customer on completion of unloading the Products at the Delivery Address
6.2 Title to Products shall only pass to the Customer once Glotronic receives payment in full for them
6.3 Until title to the Products has passed to the Customer in accordance with clause 6.2 the Customer shall
6.3.1 store the Products separately from all other goods held by the Customer so that the Products remain readily identifiable as Glotronic’s property
6.3.2 not remove deface or obscure any identifying mark or packaging on or relating to the Products
6.3.3 maintain the Products in satisfactory condition
6.3.4 keep the Products insured against all risks from the date of delivery for their full Price
6.3.5 notify Glotronic immediately if the Customer becomes subject to any of the events listed in clauses 12.1.2 to 12.1.4 and
6.3.6 provide to Glotronic all information relating to the Products which Glotronic may require
6.4 Glotronic may recover Products in which title has not passed to the Customer and the Customer irrevocably licenses Glotronic and its officers employees and agents to enter (including with vehicles) any premises under the control of the Customer
6.4.1 to check whether the Customer is complying and/or to enforce compliance with the obligations in clause 6.3 and
6.4.2 to recover any Products in which property has not passed to the Customer
6.5 Glotronic may at any time after delivery elect to transfer title in the Products to the Customer in which case the Customer shall immediately pay the Price to Glotronic - Recall of Products
7.1 If the Customer is the subject of a request court order or other directive of a governmental or regulatory authority to withdraw any Products from the market it shall immediately
7.1.1 notify Glotronic in writing and
7.1.2 provide such evidence of the same as Glotronic may require
7.2 Unless required by law the Customer shall not without the written permission of Glotronic undertake any recall or withdrawal
7.3 Any recall or withdrawal by the Customer must in any event be in strict compliance with Glotronic’s instructions as to the process of implementing the withdrawal - Price and payment
8.1 Glotronic shall be entitled to invoice the Customer for VAT at the prevailing rate where required by any law or regulation binding on Glotronic
8.2 Glotronic may invoice the Customer for the Price plus (if applicable) VAT at the prevailing rate on or at any time after it sends the relevant Sales Order to the Customer
8.3 The Customer shall pay the Price together (if applicable) with VAT at the prevailing rate subject to the receipt of a valid VAT invoice
8.4 The Customer shall pay invoices in full within Payment Terms to the bank account of which details shall be provided in writing by Glotronic to the Customer
8.5 If the Customer fails to make any payment due to Glotronic under the Contract by the due date for payment then (without limiting any of Glotronic’s other rights or remedies)
8.5.1 the Customer shall pay interest on the overdue amount at the rate of 5% (five per cent) per annum above Barclays Bank plc’s base rate from time to time and
(a) such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount whether before or after judgment and
(b) the Customer shall pay the interest together with the overdue amount and
8.5.2 Glotronic may suspend all further deliveries of Products until payment has been made in full
8.6 The Customer shall pay all amounts due under the Contract in full without set-off counterclaim deduction or withholding (except for any deduction or withholding required by law)
8.7 Glotronic may at any time (without limiting any of Glotronic’s other rights or remedies) set off any amount owing to it by the Customer against any amount payable by Glotronic to the Customer - Confidentiality
9.1 Glotronic and the Customer shall not (other than in the proper performance of the relative Contract) whether during the Term or afterwards disclose any confidential information concerning
9.1.1 the business accounts finance contractual arrangements or intellectual property (whether owned or licensed) or
9.1.2 other dealings transactions affairs or property
of the other (including any of the Conditions) which may come to its knowledge
9.2 Clause 9.1 shall not apply
9.2.1 to information which shall come into the public domain other than by a breach of clause 9.1 or
9.2.2 to the extent disclosure is required
(a) by law or
(b) by any governmental or other regulatory authority or
(c) by a court or other authority of competent jurisdiction
provided that to the extent it is legally permitted to do so the Party who is required to make the disclosure gives to the other Party as much notice of such disclosure as possible and takes into account the latter’s reasonable requests in relation to the content of such disclosure - Limitation of liability
10.1 Nothing in the Contract shall limit any liability which cannot legally be limited including liability for
10.1.1 death or personal injury or
10.1.2 fraud or fraudulent misrepresentation
10.2 Subject to clause 10.1
10.2.1 Glotronic shall not be liable whether in the law of contract tort (including negligence) breach of statutory duty or otherwise
(a) for any loss or damage which is an
(i) indirect or
(ii) unforeseeable (that is not obvious or contemplated by the Parties at the time they entered into this Agreement)
result of a Party’s act or failure to act
(b) for any loss or damage unless the Customer provided notice in writing to Glotronic in writing within one month of when the alleged loss or damage is alleged to have occurred with reasonably sufficient details of the basis and circumstances of the claim or
(c) for any
(i) loss of profit or business or
(ii) damage to reputation or goodwill and
10.2.2 under no circumstances shall the liability of Glotronic whether in the law of contract tort (including negligence) breach of statutory duty or otherwise for any loss or damage exceed £5,000,000 (five million pounds sterling) - Event outside the Parties’ control
11.1 Neither Glotronic nor the Customer shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by an event outside the Parties’ reasonable control
11.2 An event will be deemed to be outside the Parties’ reasonable control
11.2.1 if it could not reasonably have been foreseen or
11.2.2 (if it reasonably could have been foreseen) if it could not reasonably have been avoided by the taking of reasonable commercial measures
11.3 Examples of events outside the Parties’ reasonable control are
11.3.1 strikes lock-outs or other industrial disputes (whether at a Party’s premises or otherwise)
11.3.2 failure of energy sources power supplies or transport network
11.3.3 acts of God
11.3.4 war or terrorism
11.3.5 riot or civil commotion
11.3.6 interference by civil or military authorities
11.3.7 national or international calamity or armed conflict
11.3.8 malicious damage
11.3.9 breakdown of plant or machinery
11.3.10 nuclear chemical or biological contamination
11.3.11 sonic boom or explosions
11.3.12 collapse of building structures
11.3.13 fires floods storms earthquakes epidemics
11.3.14 loss at sea
11.3.15 omissions of network operators
11.3.16 default of suppliers or subcontractors or
11.3.17 epidemic or pandemic
or similar events natural disasters or extreme adverse weather conditions - Termination
12.1 Glotronic shall be entitled to terminate the Contract by written notice to the other Customer
12.1.1 if that Customer commits any continuing or material breach of any of the provisions of the Contract and either
(a) that breach is incapable of remedy or
(b) the Customer fails to remedy the same within 21 (twenty-one) days of receipt by it of written notice from Glotronic giving full particulars of
(i) the breach and
(ii) the action required to remedy such breach
12.1.2 if
(a) an encumbrancer takes possession of or
(b) a receiver is appointed over
any of the property or assets of the Customer
12.1.3 if the Customer
(a) makes a voluntary arrangement with its creditors
(b) becomes subject to an administration order
(c) goes into liquidation except
(i) for purposes of an amalgamation reconstruction or other reorganisation and
(ii) in such manner that the resulting company effectively agrees to be bound by or to assume the obligations imposed on the Customer under the Contract or
(d) ceases (or threatens to cease) to carry on business or
12.1.4 if the Customer takes or has taken against it any step or action in any jurisdiction in consequence of debt which is
(a) similar to
(b) analogous with or
(c) the substantial equivalent of
any step or action set out in clauses 12.1.2 and 12.1.3
12.2 The termination of the Contract shall not affect any rights which have already accrued to either of the Parties under that Contract
12.3 In the event of termination of the Contract
12.3.1 after any Products have already been despatched for delivery pursuant to a Sales Order then Glotronic shall deliver such Products as required by the Customer and
12.3.2 before any Products have been so despatched then Glotronic shall not be bound to despatch those Products for delivery but if it does then Glotronic shall deliver such Products as required by the Customer - Third party rights
The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to the Contract and a person who is not a Party shall have no right under that Act to enforce any term of the Contract - Notices
14.1 Any notice under or in connection with the Contract shall be in writing and shall be served
14.1.1 by hand or
14.1.2 by first class post or
14.1.3 by recorded delivery or
14.1.4 by facsimile or
14.1.5 by E-mail
at or to the address or facsimile number of the Party set out in the Contract or at or to such other address or facsimile number as may be subsequently notified by one Party to the other from time to time
14.2 In the absence of evidence of earlier receipt any notice shall be deemed to be duly served
14.2.1 if delivered by hand when left at the address cited in clause 14.1
14.2.2 if sent by first class post 2 Business Days after posting (but if such deemed receipt is not between 9.00a.m. and 5.00p.m. on a Business Day then deemed receipt shall be on the next Business Day) and
14.2.3 if sent by recorded delivery facsimile or E-mail when received - Miscellaneous
15.1 General
In the Conditions
15.1.1 references to clauses are to clauses of the Conditions
15.1.2 words importing gender include each other gender
15.1.3 references to persons include bodies corporate firms and unincorporated associations
15.1.4 the singular includes the plural and vice versa
15.1.5 clause headings are included for the convenience of the Parties only and do not affect the interpretation of the Conditions
15.1.6 references
(a) to all or any part of any statute or statutory instrument include any statutory amendment modification or re-enactment in force from time to time and
(b) to any statute include any statutory instrument or regulations made under it
15.1.7 the words
(a) “include” “includes” “including” “in particular” and “such as” are to be construed as if they were immediately followed by the words “without limitation”
(b) “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them or succeeding them and
(c) “payment” “paid” “pay” “pays” and “payable” are to be construed as if they were immediately followed by the words “in cleared funds”
15.1.8 a reference to “writing” or “written” includes E-mail and
15.1.9 to the extent of any inconsistencies
(a) between this document and the Sales Order it is the Sales Order which shall prevail and
(b) between this document and any special terms and conditions agreed pursuant to clause 1.2.2 the latter shall prevail
15.2 Severance
Any provision of the Contract which is or may be void or unenforceable to the extent of such invalidity or unenforceability
15.2.1 shall be deemed severable and
15.2.2 shall not affect any other provision of the Contract
15.3 Waiver
15.3.1 No waiver or forbearance by Glotronic (whether express or implied) in enforcing any of its rights under the Contract shall prejudice its right to do so in the future
15.3.2 A waiver of any right under any Contract shall only be effective if it is
(a) in writing and
(b) signed by the duly authorised representative of Glotronic
15.3.3 A waiver shall only apply to the circumstances for which it is given
15.4 Sub-contracting
Glotronic may licence or sub-contract all or any part of its rights and obligations under the Contract without the Customer’s consent but the Customer may only do so with Glotronic’s consent in writing signed by an authorised representative of Glotronic on its behalf
15.5 Assignment
Glotronic may assign the benefit of the Contract without the Customer’s consent but the Customer may only do so with Glotronic’s consent in writing signed by an authorised representative of Glotronic on its behalf
15.6 No partnership
Nothing in this Contract shall create or be deemed to create a partnership agency or joint venture between the Parties
15.7 Announcements
Unless required by law or by any applicable regulation neither of the Parties shall make any press statement or other public announcement in connection with this Contract without the prior agreement of the other as to the timing and text of such statement or announcement
15.8 Entire agreement
The Contract
15.8.1 contains the entire agreement and
15.8.2 supersedes all previous agreements and undertakings
between the Parties regarding its subject-matter
15.9 Variation
A variation amendment or modification of this Contract shall only be effective if it is
15.9.1 in writing and
15.9.2 signed by the duly authorised representatives of the Parties - Proper law of contract
16.1 The Contract and any disputes or claims arising out of or in connection with it (including non-contractual disputes or claims) shall be subject to the laws of England
16.2 All disputes or claims arising out of or in connection with the Contract (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England