Terms and Conditions of Sale
1. FORMATION OF CONTRACT
1.1 All contracts of sale made by Carlo Gavazzi UK Limited (“CG”) shall be deemed to incorporate these terms and conditions. No variation or addition to these terms and conditions shall form part of any contract unless made or specifically accepted by CG in writing.
1.2 These terms and conditions shall override and take the place of any other terms and conditions in any document or other communication used by the Purchaser in concluding the contract with CG.
1.3 No quotation shall constitute an offer and no contract shall come into effect until the Purchaser’s order has been accepted in writing by order acknowledgement from CG.
1.4 The complete or partial invalidity or unenforceability of any provision of these terms and conditions shall in no way affect the validity or enforceability of the remaining provisions; but that provision shall be deemed to be severed.
1.5 No waiver by CG of any breach shall operate as a waiver of any other or subsequent breach.
1.6 All contracts shall be governed by and construed in accordance with English law.
2. PRICE
2.1 All prices in quotations, order acknowledgements or elsewhere are subject to revision in accordance with Condition 2.3.
2.2 The price stated is the net price for the goods (including packing) for delivery in accordance with the contract exclusive of value added tax.
2.3 Where goods have been imported by CG the price shown in the quotation or the order acknowledgement represents the sterling price based on the rate of exchange between sterling and the relevant foreign currency which would apply if the goods were despatched on the date of the quotation or order acknowledgement. For the purpose of invoicing a currency correction factor will be applied if necessary to the above price to take account of any change in the relevant rate of exchange between the date when the above price was calculated and the date on which the goods are actually despatched. The relevant exchange rate and correction factor will be shown, as appropriate, on the quotation, order of acknowledgement and invoice.
2.4 Where carriage, insurance, storage or other charges are shown separately from the price, they will nevertheless be payable by the Purchaser at the same time as if they formed part of the price and shall be treated as such a part of the price for the purposes of these terms and conditions.
3. PAYMENT
3.1 Payment shall be made in sterling in immediately available funds by the last day of the month immediately following the month in which the invoice is issued.
3.2 In the case of overdue payments, interest may be charged (without prejudice to any other rights of CG) on the amount overdue on a daily basis from the date of due payment until the date of actual payment at the rate of 2% per annum above the base rate from time to time of National Westminster Bank PLC.
4. DELIVERY
4.1 Whilst CG will use all reasonable endeavours to keep to any stated despatch or delivery date, such date only represents CG’s best estimate thereof and CG accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been caused.
4.2 Notwithstanding that the invoice price may include the cost of carriage, the risk in the goods sold shall pass to the Purchaser (where the goods are to be delivered by CG) upon transfer onto CG’s transfer or (in all other cases) when CG notifies the Purchaser that the goods are available for collection. This provision shall apply even where the sale is made c.i.f. or on any other ex-works basis.
4.3 In cases where CG concludes the contract of carriage and/or arranges for the insurance of the goods for transit, CG shall be deemed to be acting solely as agent of the Purchaser and section 32 (2) and (3) of the Sale of Goods Act 1979 shall not be applicable.
4.4 If upon delivery the goods are found to be damaged, CG shall not in any event be liable unless:
(a) the Purchaser gives written notice to CG and to the carrier within 3 days of receipt of the goods; and
(b) the Purchaser gives CG a reasonable opportunity to arrange for the inspection of the goods in the state, condition and location in which they were delivered.
Replacement of damaged goods will only be considered by CG where the requirements of paragraphs (a) and (b) have been met.
4.5 Unless otherwise agreed in writing CG reserves the right to deliver up to 2% more or less than the total number of items stated in or calculated from the contract and such delivery shall satisfy in full the contract from which it arose subject to an appropriate adjustment by CG to the contract price.
4.6 CG reserves the right (without prejudice to any other rights it may have) to charge the Purchaser any costs, charges or expenses incurred by CG as a result of any warehousing (including charges for storage in CG’s own premises) carriage, insurance and/or handling in consequence of any act or omission of the Purchaser, its servants or agents or as a result of any special requirements or stipulations of the Purchaser not provided for in the contract.
5. TITLE
5.1 Notwithstanding delivery, title to goods sold shall remain vested in CG until they have been paid for in full.
5.2 Further, title to goods sold shall remain vested in CG until the Purchaser has paid in full for all other goods, whether or not of the same type, delivered by CG to the Purchaser and all other moneys on any account owed by the Purchaser to CG.
5.3 Pending the passing of title, the Purchaser shall be the bailee of the goods for CG and shall not dispose of, charge or encumber the goods. If the Purchaser fails to make any payment under these terms and conditions when due, CG may (without prejudice to any other rights it may have ) repossess the goods without notice.
6. CALL-OFF ORDERS AND DELAYED DELIVERIES
Call-off orders must be completed within one year from the date of the first delivery. CG reserves the right to ship the outstanding balance on the last day of the one year period to complete the contract. CG will not normally accept instructions to delay delivery of an order beyond the date given in the order acknowledgement. However, if such a delay is agreed, CG reserves the right to pass on the Purchaser any extra costs involved.
7. WARRANTY AND GENERAL LIABILITIES
7.1 CG hereby warrants that all goods sold hereunder are free from significant defect in workmanship and materials but CG’s liabilities under this warranty shall be limited to making available free of charge the labour and materials to make good any such defects or, CG’s option, replacing the defective goods (but excluding transport costs and travelling time and expenses of CG’s engineer). CG’s liability under the above warranty is also conditional upon:-
(a) written notice being given to CG within 7 days after discovery of the defect and in any event within 24 months after (i) the date of delivery or (ii) the date on which the Purchaser is informed that the goods are ready for delivery (whichever first occurs);
(b) the defect not being caused while the goods are at the Purchaser’s risk wholly or partly by accident, wilful default, improper storage or use, failure to follow instructions or modification by the Purchaser; and
(c) the goods in question at CG’s request being returned to CG at the Purchaser’s expense.
7.2 The warranty contained in Condition 7.1 is given in lieu of and, subject to Condition 7.4, shall be deemed to exclude all other warranties and conditions whether express or implied and whether arising by common law, statute or otherwise. All goods are sold on the basis that the Purchaser does not deal as a consumer within the meaning of the Unfair Contract Terms Act 1977 and that the Purchaser has satisfied itself as to the suitability of the goods for use or resale by the Purchaser in accordance with the Purchaser’s specialised knowledge and skill.
7.3 Subject to Condition 7.4, CG shall not be liable for any loss, injury or damage of any nature whatsoever whether direct, consequential or economic, arising out of, or in connection with any goods supplied or resulting from the use thereof. The Purchaser acknowledges that this is reasonable.
7.4 Nothing in these terms and conditions will exclude or limit any liability of CG:-
(a) as to its title to the goods; or
(b) for death or personal injury resulting from negligence or breach of duty; or
(c) if and to the extent, by virtue of law, it cannot be excluded or limited.
7.5 The Purchaser shall not rely upon any representation concerning any goods supplied unless the same shall have been made by CG in writing.
7.6 While CG is not aware that any of the goods sold under these terms and conditions and/or the use thereof for their normal purchase infringe the patent or other proprietary rights of third parties in the United Kingdom no warranty is given and no obligation or liability is accepted by CG in that regard.
8. HEALTH AND SAFETY AT WORK
The Purchasers shall be solely responsible for and shall keep CG indemnified against any loss, liability or expense arising directly or indirectly from use of the goods other than in accordance with the uses to which a competent engineer would put goods of that description and specification (which may be contained in literature supplied by CG as to use or operation) and it is a condition of any order than any information which may have been supplied by CG about the use for which goods are designed and have been tested, about the results of any relevant tests and about conditions necessary to ensure that goods will be safe and without risks to health when properly used is publicised or displayed in accordance with CG’s instructions and that the specifications of goods contained in any trade catalogues or circulars are made known to those persons who will use the goods.
9. ASSIGNMENT
This Agreement or any right or rights of the Purchaser hereunder may not be assigned in whole or in part without the prior written consent of CG.
10. DEFAULT AND FORCE MAJEURE
10.1 CG may (without prejudice to any other rights it may have) by notice in writing to the Purchaser, terminate any contract forthwith if the Purchaser:-
(a) commits any breach of any of the terms (including without limitation terms concerning the time for payment of the purchase price) of that or any other contract with CG and on its behalf to be observed and performed PROVIDED that if such breach is remediable CG has previously given to the Purchaser notice thereof and the same has not been remedied within 7 days thereafter;
(b) becomes insolvent or enters into any kind of composition, scheme of arrangement or compromise for the benefit of its creditors generally or permits or suffers any process of execution or distress to be levied on its assets or any judgement against it to remain unsatisfied for 7 days;
(c) (being a company) has an order made or passes a resolution for winding up or is dissolved or has an administrative or other receiver appointed of any of its assets or an administration order made against it;
(d) (being an individual) dies or becomes bankrupt or is the subject of a receiving order or administration order; or
(e) (being a partnership) is dissolved.
10.2 CG shall have the right to cancel or delay deliveries or to reduce the quantity delivered without liability to the extent that CG is prevented from or delayed or hindered in manufacturing or supplying the goods through any circumstances which are beyond CG’s control or which CG could not reasonably have been expected to control or prevent including (but not limited to) any Act of God, war, act of terrorism, riot, civil commotion, embargo, strike, industrial or trade dispute, fire explosion, flood, adverse weather, accident to or breakdown of plant or machinery, shortage of any material, labour, transport, electricity or other supply, change of law or regulation or any form of government, official or regulatory intervention.
11. CANCELLATION OF ORDER
CG will only accept cancellation of orders on the basis that the Purchaser is prepared to pay cancellation charges to be determined by CG. These charges will normally depend on costs incurred by CG in it’s attempts to complete the order as originally contracted.
