1. PARTIES - Granthams Ltd
Any individual firm, company or other party with whom Granthams contracts is called the ‘Customer’. The contract is personal to the Customer who shall not assign the benefit thereof without the written consent of Granthams.
Any quotation given by Granthams is only an invitation to the Customer to make an offer and no order of the Customer placed with Granthams in pursuance of a quotation or otherwise shall be binding on Granthams unless and until it is accepted by Granthams in accordance with these terms and conditions.
Any contract made between Granthams and the Customer (hereinafter called ‘the Contract’) shall incorporate and be subject to these conditions according to their provisions.
No purchase conditions of the Customer shall be valid or apply unless expressly accepted in writing by Granthams.
Unless it is a term of the Contract that the price quoted by Granthams shall remain fixed, the price shall be Granthams price ruling at the date of despatch of the goods. Quoted prices exclude delivery, transit insurance or any installation charges unless otherwise stated.
Whilst Granthams will make every endeavour to comply with any date or dates for despatch or delivery of the goods stated in the Contract, such date or dates shall constitute only statements of expectation and shall not be binding on Granthams. If Granthams fails to despatch or deliver the goods by such date or dates, failure shall not constitute a breach of the Contract and the Customer shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related Contract in whole or in part or claim damages for such failure.
(a) Unless otherwise provided in the Contract, delivery shall be to the Customer’s premises. (b) Unless otherwise provided in the Contract, the price of the goods does not include the cost of off- loading the goods which shall be arranged by the customer and performed at the sole expense and risk of the Customer.
(a) Where Granthams delivers the goods, the risk shall pass to the Customer on delivery. In all other cases, the risk shall pass to the Customer when the goods leave Granthams premises. (b) Where Granthams itself delivers the goods, Granthams undertakes to replace or (at its discretion) to repair free of charge any goods damaged in transit in which event the time for delivery of the goods shall be extended for such period as Granthams reasonably require for such replacement and repair.It is a condition precedent of this undertaking that (i) the Customer shall give written notice of such damage in transit with reasonable particulars thereof to Granthams within 3 days of receipt of the goods and (ii) the Customer if requested by Granthams to do so, shall return the damaged goods to Granthams within 14 days of his receipt thereof.
7. LIMITATION OF LIABILITY
(a) Granthams liability to the Customer in respect of the direct and/or indirect consequences (including, but not being limited to death, injury, illness, disease, loss (whether financial or otherwise) or damage) (save those of death or of personal injury to human beings resulting from negligence) or any breach or non-performance of this contract, howsoever caused or arising, or of negligence or of any misrepresentation or any other sort or breach of statute on the part of Granthams or its agents, shall be limited to the price of the goods, the subject matter of the particular consignment.
(b) It is the exclusive responsibility of the Customer to satisfy itself that the goods are suitable for the particular purpose for which the Customer requires them, notwithstanding that the Customer may make known such purpose to Granthams and the Customer shall not in this respect rely upon Granthams skill or judgment or any advice Granthams may give. Accordingly section 14(3) of the Sale of Goods Act 1979 shall not apply to the Contract and Granthams shall not be liable to the Customer for damages in negligence in respect of any such advice or for failure to exercise proper skill and judgment.
(a) Notwithstanding that the risk in the goods has passed to the Customer the ownership of the goods shall remain with Granthams, and Granthams reserves the right to dispose of the goods until payment in full for all the goods has been received by Granthams in accordance with the terms of this contract or until such times as the Customer sells the goods to its customers by way of bona fide sale at full market value.
(b) The goods shall so far as practicable be kept separate from other goods on the premises of the Customer and so as to be readily identifiable as the goods of Granthams.
(c) If payment is overdue in whole or in part Granthams may (without prejudice to any of its other rights) recover or resell the goods or any part thereof and may enter upon the Customer’s premises by its servants or agents for the purpose. Such payments shall become due immediately upon the commencement of any act of proceeding in which the Customer’s solvency is involved.
(d) If any of the goods are incorporated in or used as materials for other goods before such payment the property in the whole of such goods shall be and remain with Granthams until such payment has been made, or the other goods shall have been sold as aforesaid, and all Granthams rights hereunder in the materials shall extend to those other goods.
(e) Until Granthams is paid in full for all the goods, the relationship of Granthams to the Customer shall be fiduciary in respect of the products or other goods in which they are incorporated or used and if the same are sold by the Customer, Granthams shall have the right to trace the proceeds thereof according to the principles in; Hallet’s Estate (1880) 13 Ch D 696, (1874-801) (All ER Rep 793). A like right for Granthams shall apply where the Customer uses the goods in any way so as to be entitled to payment from a third party.
(f) Nothing in this clause shall confer any right upon the Customer to return the goods sold hereunder or to refuse or delay payment thereof.
Credit facilities are available to qualified persons upon prior arrangement with Granthams. If Granthams agrees to grant credit facilities to the Buyer, the Buyer undertakes to comply strictly with the terms thereof.
(a) All accounts shall be paid in accordance with the credit terms of Granthams. (b) Where any sum owed by the Customer to Granthams under the Contract is overdue, or if at any time the credit standing of the Customer has in the opinion of Granthams been impaired for any reason, Granthams may in its own absolute discretion demand payment of all outstanding balances whether due or not and/or cancel all outstanding orders and decline to make further deliveries except upon receipt of cash or satisfactory security. The setting off or withholding of payment by the Customer in respect of any claim shall not be allowed unless expressly agreed by Granthams in writing.
(c) Granthams reserves the right to charge interest on any unpaid invoices and any other sums due to Granthams and outstanding at a daily rate of 5% per annum above the base rate of Barclays Bank PLC.
11. SPECIFICATION AND QUANTITIES
(a) Unless the Contract expressly provides otherwise, all weights, dimensions, statements as to performance and any other data relating to the goods supplied by Granthams are approximate only.
(b) Whilst Granthams will make every endeavour to deliver the quantity of goods ordered, nevertheless a delivered quantity of 10% more or less than the quantity ordered shall be deemed to be due execution and performance of the Contract, the price being increased or reduced pro-rata accordingly.
(c) Granthams may ship or deliver by instalments and each instalment shall be deemed to be sold under a separate contract.
These conditions of sale shall in all respects be governed by English Law and Granthams and the Buyer agree to submit to the exclusive jurisdiction of the English Courts.
All goods and services manufactured or supplied by Granthams are without exception, subject to all the above terms and conditions of sale. Nothing in these terms and conditions are intended to restrict the rights of consumers in a non-trade sale. In those cases, terms and conditions of sale should be read subject to the Consumers statutory rights.