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Terms & Conditions
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.
Customer: the person, firm or company who purchases the Goods from Greentech.
Contract: any contract between Greentech and the Customer for the sale and purchase of the Goods, incorporating these terms and conditions.
Goods: any goods agreed in the Contract to be supplied to the Customer by Greentech (including any part or parts of them).
Greentech: Greentech International Limited a company incorporated in England and Wales under number 05764136 whose registered office is situated at 12 Derby Drive, Peterborough, Cambridgeshire, PE1 4NQ.
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Clause headings do not affect the interpretation of these terms and conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under clause 2.3 the Contract shall be on these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These terms and conditions apply to all Greentech's sales (whether in respect of orders placed through its website or otherwise) and any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Greentech.
2.4 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Greentech which is not set out in the Contract. Nothing in this clause shall exclude or limit Greentech's liability for fraudulent misrepresentation.
2.5 Each order or acceptance of a quotation for Goods by the Customer from Greentech shall be deemed to be an offer by the Customer to buy Goods subject to these terms and conditions.
2.6 No order placed by the Customer shall be deemed to be accepted by Greentech until a written acknowledgement of order is issued by Greentech or (if earlier) Greentech delivers the Goods to the Customer.
2.7 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.8 Any quotation is given on the basis that no Contract shall come into existence until Greentech despatches an acknowledgement of order to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that Greentech has not previously withdrawn it.
3. CREDIT ACCOUNTS
3.1 Greentech may at its absolute discretion grant to the Customer a credit account facility in respect of any orders that the Customer may place for Goods from time to time.
3.2 The Customer shall apply for a credit in accordance with any procedures specified by Greentech from time to time.
3.3 The Customer shall cooperate with Greentech and provide Greentech with all information and documentation that it may reasonably require in order to assess the Customer's credit worthiness.
3.4 Greentech reserves the right to withdraw (at its absolute discretion) any credit account facility granted to the Customer by giving no less than 14 days notice to the Customer in writing.
3.5 Following expiry of any notice given under clause 3.4 Greentech shall be entitled to issue to the Customer an invoice in respect of any Goods ordered by the Customer on its credit account notwithstanding that ownership of any of the Goods has not passed to the Customer.
4. DESCRIPTION
4.1 Unless agreed in writing by Greentech delivery of the Goods shall take place at Greentech's premises. The Customer shall be responsible, at its own cost, for collecting the Goods from Greentech's premises.
4.2 The quantity and description of the Goods shall be as set out in Greentech's quotation or acknowledgement of order.
4.3 All samples, drawings, descriptive matter, specifications and advertising issued by Greentech and any descriptions or illustrations contained in Greentech's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
5. DELIVERY
5.1 Any dates specified by Greentech for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
5.2 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or Greentech is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
5.2.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by Greentech's negligence);
5.2.2 the Goods shall be deemed to have been delivered; and Greentech may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.3 Greentech may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
5.4 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
5.5 The quantity of any consignment of Goods as recorded by Greentech upon despatch from Greentech's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
5.6 Greentech shall not be liable for any non-delivery of Goods (even if caused by Greentech's negligence) unless the Customer gives written notice to Greentech of the non-delivery within two days of the date when the Goods would in the ordinary course of events have been received.
5.7 Any liability of Greentech for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. EXPORT TERMS
6.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 6 shall (subject to any special terms agreed in writing between the Customer and Greentech) apply notwithstanding any other provision of these terms and conditions.
6.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
6.3 The Customer shall not offer the Goods for resale in any country notified by Greentech to the Customer at or before the time the Customer's order is placed, or sell the Goods to any person if the Customer knows or has reason to believe that that person intends to resell the Goods in any such country.
7. RISK/TITLE
7.1 The Goods are at the risk of the Customer from the time of delivery.
7.2 Ownership of the Goods shall not pass to the Customer until Greentech has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to Greentech from the Customer on any account.
7.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
7.3.1 hold the Goods on a fiduciary basis as Greentech's bailee;
7.3.2 store the Goods (at no cost to Greentech) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Greentech's property;
7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
7.3.4 maintain the Goods in satisfactory condition and keep them insured on Greentech's behalf for their full price against all risks to the reasonable satisfaction of Greentech. On request the Customer shall produce the policy of insurance to Greentech.
7.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
7.4.1 any sale shall be effected in the ordinary course of the Customer's business at full market value; and
7.4.2 any such sale shall be a sale of Greentech's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.
7.5 The Customer's right to possession of the Goods shall terminate immediately if:
7.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
7.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Greentech and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
7.5.3 the Customer encumbers or in any way charges any of the Goods.
7.6 Greentech shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Greentech.
7.7 The Customer grants Greentech, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.
7.8 Where Greentech is unable to determine whether any Goods are the goods in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by Greentech to the Customer in the order in which they were invoiced to the Customer.
7.9 On termination of the Contract, howsoever caused, Greentech's (but not the Customer's) rights contained in this clause 7 shall remain in effect.
8. PRICE
8.1 Unless otherwise agreed by Greentech in writing, the price for the Goods shall be the price set out in Greentech's price list published on the date of delivery or deemed delivery.
8.2 Unless otherwise agreed by Greentech in writing, the price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Customer shall pay in addition when it is due to pay for the Goods.
9. PAYMENT
9.1 Subject to clause 9.4, payment of the price for the Goods is due in pounds sterling no later than 30 days from the date of any invoice issued by Greentech in respect of the said Goods.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until Greentech has received cleared funds.
9.4 All payments payable to Greentech under the Contract shall become due immediately on its termination despite any other provision.
9.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Greentech to the Customer.
9.6 If the Customer fails to pay Greentech any sum due pursuant to the Contract, the Customer shall be liable to pay interest to Greentech on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment.
9.7 Greentech reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
10. QUALITY
10.1 Greentech warrants that (subject to the other provisions of these terms and conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
10.2 Greentech shall not be liable for a breach of the warranty in clause 10.1 unless:
10.2.1 the Customer gives written notice of the defect to Greentech, and, if the defect is as a result of damage in transit to the carrier, within 10 days of the time when the Customer discovers or ought to have discovered the defect; and
10.2.2 Greentech is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by Greentech) returns such Goods to Greentech's place of business at Greentech's cost for the examination to take place there.
10.3 Greentech shall not be liable for a breach of the warranty in clause 10.1 if:
10.3.1 the Customer makes any further use of such Goods after giving such notice; or
10.3.2 the defect arises because the Customer failed to follow Greentech's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
10.3.3 the Customer alters or repairs such Goods without the written consent of Greentech.
10.4 Subject to clause 10.2 and clause 10.3, if any of the Goods do not conform with the warranty in clause 10.1 Greentech shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Greentech so requests, the Customer shall, at Greentech's expense, return the Goods or the part of such Goods which is defective to Greentech.
10.5 If Greentech complies with clause 10.4 it shall have no further liability for a breach of the warranty in clause 10.1 in respect of such Goods.
11. LIMITATION OF LIABILITY
11.1 Subject to clause 5 and clause 10, the following provisions set out the entire financial liability of Greentech (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of any breach of the Contract or these terms and conditions, any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these terms and conditions excludes or limits the liability of Greentech for death or personal injury caused by Greentech's negligence or under section 2(3), Consumer Protection Act 1987 or for any matter which it would be illegal for Greentech to exclude or attempt to exclude its liability or for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and clause 11.3:
11.4.1 Greentech's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
11.4.2 Greentech shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12. ASSIGNMENT
12.1 Greentech may assign the Contract or any part of it to any person, firm or company.
12.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of Greentech.
13. GENERAL
13.1 Greentech reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Greentech including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to Greentech to terminate the Contract.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
13.4 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax (in case of communications to Greentech) to its registered office or such changed address as shall be notified to the Customer by Greentech or (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to Greentech by the Customer.
13.5 Communications shall be deemed to have been received if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting) or if delivered by hand, on the day of delivery or if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
13.6 Failure or delay by Greentech in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.7 Any waiver by Greentech of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.8 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.9 Each right or remedy of Greentech under the Contract is without prejudice to any other right or remedy of Greentech whether under the Contract or not.
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