2.1 The Buyer agrees that these Conditions shall be the exclusive basis on which any Contracts made between the Business and Buyer are transacted and processed unless otherwise agreed in writing by the manager of the Business.
2.2 These Conditions shall not create any agency or partnership between the Parties or third party.
2.3 Any quotations and/or estimates given by the Business shall be deemed as an 'invitation to treat' and not an offer.
2.4 The Parties agree that the Contracts (Right of Third Parties) Act 1999 shall not apply in any Contracts.
3.1 Any Orders made shall clearly state (1) the type of Goods; (2) the quantities ordered; (3) when the goods are to be delivered; and (4) the location where the Goods are to be delivered. Where an Order is placed orally or in the event of any dispute as to the Order, the Business's version of the Order shall be deemed as the authoritative Order and the Buyer shall not dispute the correctness of the same.
3.2 Subject to Clause 11, the Business will on a best endeavours basis deliver the Goods on the date as specified in the Order. For the avoidance of doubt, the Business shall be under no liability for any delay or failure to deliver the Goods on the date specified in the Order.
3.3 The Buyer agrees that risk of loss and damage of Goods passes to the Buyer on upon delivery of the Goods or on the date of first attempted delivery by the Business.
3.4 If the Business is unable to effect delivery due to any fault of the Buyer, the Buyer may incur additional delivery charges.
4.1 Any Goods delivered to the Buyer shall be deemed to be in good order unless the Buyer informs the Business of any defects, faults or malfunction of the Goods (collectively as 'Faults') within 3 working days from the day of receipt of the Goods unless the Faults are not ascertainable from reasonable inspection; in which case, the Buyer shall inform the Business of the faults as soon as it is practicable.
4.2 The Business shall subject to Clause 8.2 make good any Faults in respect of the Goods or reimburse the Buyer for the whole or part of the price of the Goods (if the quantity of Goods are more than 1).
5.1 Any price quoted by the Business is based on its current price as on the date the quotation is made but the actual price payable for the Goods shall be based on the actual current price of the Business.
5.2 The Buyer shall pay the Business for the Goods prior to delivery of the Goods.
5.3 No payment of the Goods shall be deemed to have been received until the Business has received cleared funds.
5.4 Where the Buyer wishes to pay the Business by credit card, the Business reserves the right to charge the Buyer a surcharge of [ 3%.]
6.1 Without prejudice to Clause 8.2, no cancellations of Orders shall be permitted unless agreed in advance by the manager of the Business.
6.2 Without prejudice to Clause 4.2, if Goods have been delivered, the Goods may not be returned unless agreed in advance by the manager of the Business provided always that:
6.2.2 the Goods are in brand new and in unused condition;
6.2.3 the packaging of the Goods remain intact and unbroken and in reasonable condition; and
6.2.4 the returned Goods are received within 14 days from when the manager of the Business agreed to accept the returned Goods.
6.3 Where Goods are cancelled or returned pursuant to this Clause 6, the Business reserves the right to charge administration cost.
7.1 Any liability of the Business under any Contract is subject to and conditional upon the Buyer duly performing and observing all its obligations under the relevant Contract and these Conditions.
In these terms and conditions (hereinafter collectively referred to as 'Conditions'):
- means GB Forklifts Ltd.
- means you, the corporate entity or individual purchasing Goods from the Company.
- means any contracts made between the Business and the Buyer for the sale and purchase of Goods which shall include (but not limited to) contracts entered into between the Parties arising from Orders.
- mean any product, article or item which the Business sells (including part or parts of it).
- means any order (whether oral and written) for Goods made by the Buyer to the Seller.
- mean the Business and the Buyer.
In these Conditions, references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
In these Conditions headings will not affect the construction of these Conditions.
8. Warranties and Liability
8.1 The Business will use its best endeavours to pass on any manufacturer's warranty to the Buyer.
8.2 Notwithstanding Clause 4.2 above, the Business shall not be liable for any Faults in respect of the Goods if:
8.2.1 such Faults are caused by faulty designs supplied by the Buyer to the Business;
8.2.2 such Faults arose as a result of the Goods being improperly used and/or not used in accordance with the manufacturer's manual; and
8.2.3 such Faults were the result of unauthorised modification of the Goods without the written consent of the Business.
9. Termination and Suspension
9.1 Without prejudice to the rights and remedies available to the Business (whether under these Conditions, Contracts or otherwise), the Business shall be entitled to (at its sole discretion) upon providing the Buyer with notice of such intention, terminate and/or suspend in whole or in part, any Contracts entered into between the Buyer and the Business if:
9.1.1 The Buyer fails or refuses to take delivery of any Goods in accordance with these Conditions;
9.1.2 The Buyer commits any material breach of these Conditions;
9.1.3 The Buyer makes any composition or voluntary arrangement with its creditors or becomes bankrupt or enters into administration or goes into liquidation (other than for the purpose of amalgamation or reconstruction).
10.1 Where the Business supplies the Buyer with Goods manufactured or made in accordance with the Buyer's specifications, the Buyer shall indemnify the Business in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Business as a result of or in connection with:
10.1.1 any claim that the Goods infringed the intellectual property rights including but not limited to patent, copyright, design right, trade mark of any third party; and
10.1.2 any liability under the Consumer Protection Act 1987 in respect of the Goods.
11.1 The Business shall not be liable to the Buyer or be deemed to be in breach of these Conditions or any Contracts by reason of any delay in performing or any failure to perform any of its obligations in relation to the Goods if the delay or failure was beyond the Business' reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Business' reasonable control:
11.1.1 Act of God, explosion, flood, tempest, fire or accident.
11.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition.
11.1.3 acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
11.1.4 import or export regulations or embargoes.
11.1.5 strikes, lockouts or other industrial actions or trade disputes.
12.1 Any notice required to be given to the Business shall be given by fax or first class post addressed to the Business' trading address.
13.1 These Conditions shall be governed by and construed in accordance with English law and the English Courts shall have jurisdiction.
- All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions and/or Contracts.
- Nothing in this Agreement excludes or limits the liability of the Business for death or personal injury caused by the Business' negligence or for fraudulent misrepresentation.
- Subject to Clauses 4.2, 8.2, 8.3 and 8.4, the Business' 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 these Conditions shall be limited to:
- in respect of matters for which the Business does not carry insurance, the price of the Goods; and
- in respect of matters for which the Business carries insurance, the insured value.
- The Business shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with these Conditions or Contracts.
- The provisions of this Clause 8 shall survive the termination of these Conditions and/or Contracts.
- The exclusions and limitations of liability set out in this Clause 8 shall be considered severably. The invalidity or unenforceability of any one of these sub-clauses shall not affect the validity or enforceability of any other part of this Clause 8.
You agree to these terms when purchasing any goods from GB Forklifts Ltd.(www.gbforklifts.co.uk, www.gbcatalogue.co.uk & www.deionisedwatergb.co.uk).