Grayson Group Ltd: Conditions of Sale
1.1. These conditions (‘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 30 days unless otherwise stated. A quotation given by the Seller shall not constitute an offer.
2.2. The Buyer shall be responsible for the accuracy of any order and for the selection of the goods to meet their stated requirements. The Seller reserves the right not to accept the return of wrongly ordered goods by the Buyer.
2.3. The Buyer’s order constitutes an offer and shall only be deemed to be accepted when the Seller issues an invoice for the Order.
2.4. The Seller’s employees and agents are not authorised to make any representation about the goods unless confirmed in writing by the Seller. Any samples, descriptive matter or advertising produced by the Seller are produced for the sole purpose of giving an approximate idea of the goods referred to in them. They shall not form part of the Conditions nor have any contractual force.
2.5. The Seller may vary the specification for the goods from that appearing in any catalogue or other written material to conform to any legal or regulatory requirements. The Seller shall notify the Buyer in such event. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract of sale.
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.
3.3. Delivery in the UK: EX WORKS Incoterms [2020 Rules / as may be amended from time to time] shall apply to deliveries made in the UK. Delivery may be made by the Seller, or a distributor, to the Buyer, to the delivery location specified by the Buyer in writing and the Buyer will be liable for the cost of delivery. Parties may alternatively agree that the Buyer shall collect ordered goods from the Seller’s premises at the Buyer’s own cost. Either way, the Seller’s responsibility is limited to making the goods available at its premises (or other specified location) and the Buyer takes full responsibility for the cost and risk of delivery. Delivery shall be deemed completed on commencement of the loading of goods by the Buyer.
3.4. Delivery outside the UK: DAP Incoterms [2020 Rules / as may be amended from time to time] shall apply to deliveries made outside the UK. The Seller shall be responsible for arranging carriage and for delivering the ordered goods to the delivery destination as agreed by parties in writing. The Buyer shall be liable for costs associated with the delivery of the ordered goods to the agreed destination. The Buyer shall be responsible for unloading the ordered goods from the transportation vehicle at the agreed destination, and shall be liable for any applicable customs clearance charges, duties, and taxes. Delivery shall be completed on delivery of the goods ready for unloading the goods at the delivery location.
3.5. Non-acceptance of Delivery: If delivery is attempted and unable to be completed due to the actions of the Buyer, its employee or agent (including, without limitation, the provision of incorrect or incomplete information; inaccessible delivery location; absence of the Buyer, its employee or agent at the delivery location at the time of delivery; non-payment of any applicable duty or charges), the ordered goods may be stored and up to 3 redelivery attempts may be made, at the Seller’s discretion. The Buyer will be liable for any reasonable costs associated with storage and redelivery attempts.
3.6. In the event that delivery, and any attempted redelivery, of the ordered goods is not accepted by the Buyer, the ordered goods shall be stored for 30 days. If the Buyer fails to collect or arrange re-delivery of the goods (at its own cost) within that time, the Seller shall have the right to re-sell or dispose of the goods.
4.1. The goods shall be at the Buyer’s risk from delivery (as set out in clause 3.3 and 3.4) or, if the Buyer has wrongfully refused or failed to take delivery, from when delivery was tendered or deemed to have taken place. For deliveries outside the UK, as the DAP Incoterms apply, risk transfers from the Seller to the Buyer when the goods are ready for unloading. For deliveries inside the UK, as the EX WORKS Incoterms apply, risk transfers from the Seller to the Buyer when the goods are available at the Seller’s premises or other specified location.
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 or invoice, 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 be liable to pay any applicable VAT in addition to the price, on receipt of a VAT invoice.
5.4. If artwork support, additional artwork designs or pre-production samples are required, there will be additional charges. Any additional charges will be confirmed prior to commencement of work.
5.5. If an order is cancelled by the Buyer before the goods have been dispatched for delivery, the Seller may, at its discretion, charge a cancellation fee of £45 to cover its administrative losses. An order cannot be cancelled by the Buyer after it have been dispatched for delivery.
6.1. Where the Seller requires payment before delivery the Seller may cancel the contract if any cheque or card transaction 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 the order placed by the Buyer has been accepted by the Seller. 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. Credit terms shall be reviewed every 6 months by the Seller and the Seller has the right to withdraw credit terms at any time at its discretion.
7. Remedies for non-payment
If the Buyer fails to make any payment on the due date, the Seller may (without prejudice to any other right or remedy):
7.1. 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 judgment) 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 before transfer of title 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 within thirty 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 or condition of any goods, or their failure or correspond with description.
9.4. Nothing in these Conditions shall limit the Buyer’s legal rights, including under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
10. Limitation of liability
10.1. Except in respect of any liability which cannot legally be limited, including liability for death or personal injury caused by the Seller’s negligence, fraud or fraudulent misrepresentation, and breach of the terms implied by section 12 of the Sale of Goods Act 1979, 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.
10.2. Subject to clause 10.1, the Seller’s total liability to the Buyer shall be the lower of the total order value or £1,500.
10.3. The goods are not for human nor animal consumption and to the extent permitted by law, the Seller shall not be liable for any use of the goods by the Buyer or a third party that is not in accordance with the Seller’s instructions on how to use the goods.
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.
12.1. The Buyer shall indemnify the Seller against any liability and cost arising out of the use of the goods other than in accordance with the Seller’s instructions, or under the health and safety at work etc. act 1974 or any statutory modification or re-enactment thereof in respect of the goods.
12.2. To the extent that the goods are to be manufactured in accordance with a specification/materials supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the specification/materials.
12.3. This clause shall survive termination of the Conditions.
13. Insolvency of buyer
13.1. The Buyer makes any voluntary arrangement with creditors or becomes subject to an administration order or (if an 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.
14.1. 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 or email address notified by that party for the giving of notices. Notices to the Seller may be sent to the following email address: firstname.lastname@example.org
15. Third Party Rights
15.1. Nothing in these conditions gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term herein.
16. Governing Law and Jurisdiction.
16.1. These conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
16.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these conditions or its subject matter or formation.