Grayson Group Ltd: Conditions of Sale

1. Introductory

1.1.  These conditions shall apply to all sales of goods by Grayson Group Ltd (‘the Seller’) to any other person (‘the Buyer’). No variation shall apply unless made or accepted by the Seller in writing.

1.2.  These conditions supersede any conditions put forward by the Buyer.

1.3.  The headings to these conditions shall not affect their interpretation.

2. Quotations and Orders

2.1.  Quotations are valid for 14 days unless otherwise stated.

2.2.  The Buyer shall be responsible for the accuracy of any order and for the selection of the goods to meet theirstated requirements. The Seller reserves the right not to accept the return of wrongly ordered goods by theBuyer.

2.3.  The Seller’s employees and agents are not authorised to make any representation about the goods unlessconfirmed in writing by the seller.

2.4.  The Seller may vary the specification for the goods from that appearing in any catalogue or other writtenmaterial in order to conform to any legal requirements.

3. Delivery

3.1.  Time of delivery shall not be of the essence unless agreed in writing by the Seller, and the Seller shall not be liable for any loss or damage resulting from delayed delivery.

3.2.  The Seller reserves the right to make and charge for partial deliveries. Where the goods are to be delivered in instalments, any default by the seller in relation to any instalment shall not entitle the Buyer to reject (or refuse to pay for) any other instalment.

4. Risk

4.1. The goods shall be at the Buyer’s risk from delivery or, if the Buyer has wrongfully refused or failed to take delivery, from when delivery was tendered.

5. Price

5.1.  The price of the goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s price list current at the date of the order. The Seller reserves the right to vary its price list at any time. A copy of the current price list will be made available on request.

5.2.  Except as otherwise stated in any quotation, all prices given by the Seller are on an ex-works basis. Where the Seller agrees to deliver the goods otherwise than at the Seller’s premises, transport, packaging and insurance will be charged extra.

5.3.  Unless otherwise stated all prices are exclusive of VAT. The Buyer shall pay any applicable VAT in addition.

6. Payment

6.1.  Where the Seller requires payment before delivery the Seller may cancel the contract if any cheque tendered in payment is dishonoured.

6.2.  In any other case the Seller may invoice the Buyer for the price of the goods on or at any time after delivery, or (if the buyer wrongfully fails to take delivery) at any time after delivery was tendered. Payment shall be due 30 days after the date of invoice, unless otherwise stipulated by the Seller and shall be made without set-off or deduction.

6.3.  The Seller may establish, and at any time vary, a credit limit for the Buyer. Notwithstanding condition 6.2, if at any time the amount invoiced to the Buyer but unpaid exceeds any credit limit notified to the Buyer, the excess shall be immediately due and payable.

6.4. In the event that the Buyer cancels the Order after the Seller has delivered artwork proofs for the Order to the Buyer, the Seller reserves the right to charge a cancellation fee of 20% of the Order to cover costs incurred.

7. Remedies for non-payment

7.1. If the Buyer fails to make any payment on the due date, the seller may (without prejudice to any other right or remedy):

Cancel or suspend any further deliveries: and/or

7.2. Allocate any payment by the Buyer to such of the goods (or any other money due from the Buyer to the seller) as the Seller may think fit, notwithstanding any purported allocation by the Buyer: and/or

7.3. Charge the buyer interest (both before and after judgement) on the amount unpaid, at a rate equal to Lloyds bank base rate plus 3.0% per month or part of a month (compounded monthly), until payment in full is made.

8. Retention of title

8.1.  The goods shall remain the Seller’s property 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.

8.2.  The Buyer shall be entitled to use the goods in the ordinary course of business or, (if its business ordinarily involves the sale of such goods) to resell the goods as principal and not as agent for the Seller.

8.3.  In the meantime, and until the goods become the Buyer’s property, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee, and shall keep the goods properly stored, insured and identified as the Seller’s property. The Seller may at any time require the return of the goods. Failing their immediate return, the Seller may enter any premises where the goods are and repossess them. For this purpose, the Seller may remove any of the goods that have been installed in any premises.

8.4. If the Seller repossesses any goods for which the buyer has paid, the Seller may set off, against any claim for a refund of the price of those goods, any sums then due from the Buyer.

9. Returned goods

9.1.  Any goods claimed by the Buyer to be of defective quality or condition, or not to correspond with the contract description, shall be returned to the Seller as soon as practicable and in any event (except in a case within condition 9.2) within seven days from the date of delivery.

9.2.  The Seller may, as its sole option, replace any goods properly returned in accordance with this condition free of charge, or refund their price to the buyer.

9.3.  Except as stated in this condition, the Seller shall have no liability to the Buyer in relation to the quality of condition of any goods, or their failure or correspond with description.

10. Limitation of liability

10.1.  Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason or any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), labour charges, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of goods or their use or resale by the buyer.

11. Force majeure

11.1. The Seller shall not be liable to the Buyer, or be in breach of the contract, by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations if the delay or failure was due to any cause beyond the Seller’s reasonable control.

12. Indemnity

12.1. The Buyer shall indemnify the Seller against any liability and cost arising out of the use of the goods, or under the health and safety at work etc. act 1974 or any statutory modification or re-enactment thereof in respect of the goods.

13. Insolvency of buyer

If:

13.1.  The Buyer makes any voluntary arrangement with creditors or becomes subject to an administration order or (ifan individual or firm) becomes bankrupt or (if a company) goes into liquidation; or

13.2.  An encumbrancer takes possession, or a receiver is appointed, of any of the Buyer’s property or assets; or

13.3.  The Buyer ceases, or threatens to cease, to carry on business; or

13.4.  The Seller reasonably considers that any of the above events is about to occur and notifies the Buyer accordingly;the Seller may, without affecting any other right or remedy of the Seller, cancel the contract or suspend further deliveries without any liability to the Buyer. If the goods have been delivered but not paid for the price shall become immediately due and payable, notwithstanding any previous agreement to the contrary.

14. Notices

14.1 Any notice to be given by either party to the other under these conditions shall be given by pre-paid post or by email, and shall be addressed to that party at its registered office or principal place of business or to any address notified by that party for the giving of notices.