Terms & Conditions
In these Conditions the following expressions shall have the following meanings: “the Company” means Joseph Giles Limited
“the Customer” means the person, firm or corporation with whom the Company contracts for the sale of the Goods upon the terms of these Conditions.
“the Contract” means the contract for the sale of the Goods by the Company to the Customer incorporating these Conditions arising from the Company’s acceptance of the Customer’s order.
“working days” means any day of the week except a day which is a Saturday, a Sunday or a bank, public or statutory holiday.
(a) Quotations and tenders do not constitute a contract to supply unless and until the buyer’s order is accepted in writing by the Company.
(b) These Conditions are the only conditions on which the Company transacts business and shall be incorporated in the Contract to the exclusion of all other terms and conditions specified or referred to in any order placed by the Customer. Any reference to any document forming part of or evidencing the Contract (including any order, design, drawing, specification or similar document) to any terms or conditions of purchase or business of the Customer shall not have the effect of incorporating any such terms or conditions in the Contract. All representations whether written or oral made prior to the acceptance of the Customer’s order by the Company are expressly excluded from the Contract, unless otherwise agreed in writing by both parties.
(c) These Conditions of Sale should be read in conjunction with any special conditions included in the Company’s quotations.
(d) No other variation of these Conditions shall have effect unless it is agreed to by the Company in a document signed by a Partner of the Company and issued to the Customer.
(a) All prices are exclusive of Value Added Tax which will be charged at the rate applicable.
(b) Prices stated in quotations, estimates (whether written or oral), acceptance of orders or other documents issued by the Company prior to despatch of the Goods are not binding upon the Company and the price charged shall be the price so stated adjusted to take account of any increases or decreases in the Manufacturers’ prices subsequent to such statement of price unless the price so stated was also stated to be fixed and the Customer has complied in all respects with the terms and conditions specified by the Company subject to which the price was stated to be fixed.
(c) In the case of Goods to be delivered to a destination in the United Kingdom unless expressly stated to the contrary the price excludes carriage to that destination. In the case of Goods to be delivered to a destination outside the United Kingdom the price is F.O.B. English port. Cases and other packing materials used in the delivery of the Goods to the Customer will be charged for.
(d) Carriage charges are an additional cost and are priced as follows:
Orders up to the value of £250 will incur a £36.00 charge. Orders between £250.00 and £500.00 will incur a carriage charge of £24.98. Orders over £500.00 will not be charged for carriage. Sample orders will incur a carriage charge of £10.50.
4. PASSING OF RISK
The Goods shall be at the risk of the Customer:-
(a) if they are delivered to the Customer’s own premises by the Company’s own transport from the time in which such transport arrives at the Customer’s own premises.
(b) in any other case from the time at which they are loaded on the vehicle on which they are to leave the Company’s premises en route to the Customer whether such a vehicle is the Customer’s or a third party’s vehicle.
5. BREAKAGES, SHORTAGES AND NON-DELIVERY
(a) The Customer shall inspect the Goods immediately upon their arrival at the destination to which they are to be delivered pursuant to the Contract for the purpose of ascertaining:-
(i) that the number of items and packages and the quantities are as specified and the Goods are as described in the Company’s Delivery Note;
(ii) whether the Goods have been damaged in transit;
(iii) that the Goods are those specified in the Customer’s order stated on the Company’s Delivery Note.
Any discrepancy between the Goods delivered and those described in the Company’s Delivery Note or specified in the Customer’s order and any damage to the Goods in transit must be notified to the Company in writing within three working days of the Customer’s receipt of the Goods. In the case of non-delivery of the Goods the Customer must notify the Company in writing within three working days of the receipt by the Customer of the Company’s Delivery Note. Without prejudice to the provisions of Condition 4, no claim in respect of non- delivery or damage in transit will be entertained by the Company unless the provisions of this Condition are complied with by the Customer.
(b) Where the Goods are delivered direct to the Customer by, or collected by the Customer from the Manufacturer, the Company shall not be liable for any loss or damage to the Goods whatsoever and whensoever occurring.
(c) Credit will only be given for Goods if the Company has issued a Collection Note for the Goods and a Delivery Note number has been quoted.
(d) The Company reserve the right to refuse a Credit if:-
(i) the Goods have been specially ordered for the Customer;
(ii) the Goods and their packaging are no longer in pristine condition;
(iii) the quantity of Goods to be returned would exceed the Company’s stock levels.
6. CANCELLATION OF ORDERS
The Customer shall not be entitled to cancel an order which has been accepted by the Company except upon terms which reimburse the Company for its loss of profit and all costs, charges and expenses (including costs of tooling and purchase of raw materials), incurred by the Company in respect of the order up to the date of receipt by the Company of written notification of cancellation by the Customer.
(a) Unless the Customer has a credit account with the Company the contract price for the Goods shall be payable with the Customer’s order or against pro-forma invoice.
(b) Where the Customer has a credit account with the Company, payment for the Goods shall be made not later than the last day of the month following the month in which the Company issued its invoice in respect of the sale of the Goods to the Customer unless the Company has agreed in writing to extend additional credit to the Customer. The time stipulated for payment shall be the essence of the Contract and failure to pay within the period specified shall entitle the Company on expiration of 7 (seven) days notice in writing to the Customer to suspend further performance of the Contract pending payment and in addition the Company shall be entitled without liability wholly or partly to cancel the Contract or any other Contract between the Company and the Customer without prejudice to any other remedy available to the Company.
(c) Where Goods are delivered by instalments, the Customer shall pay for each instalment in accordance with the terms of this condition.
(d) Unless otherwise agreed in writing, the Customer shall not be entitled to set off against any monies due to the Company under the Contract, any amount claimed by, or due to the Customer from the Company whether pursuant to the Contract or on any other account whatsoever.
(e) The Company shall be entitled to interest (as well before as after any judgement), on any part of the price not paid by its due date from that date until actual payment at the rate of 4% per annum above Barclays Bank plc’s base lending rate prevailing from time to time during such period.
(f) ) The Company may, by notice in writing to the Customer, declare all other sums owing by the Customer to the Company (whether under the Contract or any other Contracts, or on any other account), which at the date of the notice are not immediately due and payable to be immediately due and payable and the Customer shall pay the same to the Company accordingly.
8. TITLE TO THE GOODS
(a) Title to and property in the Goods shall remain vested in the Company (not withstanding their delivery and the passing of the risk therein to the Customer) until
(1) the price of the Goods and
(2) all other money due from the Customer to the Company on any other account or pursuant to any other contract has been paid, discharged or satisfied in full.
(b) Until the title to and property in the Goods pass to the Customer the following provisions shall apply:
(i) The company may at any time without prior notice to the Customer repossess and resell the Goods if any of the events specified in Condition 13 occurs or if any sum due from the Customer to the Company under the Contract or on any other account or pursuant to any other Contract is not paid on the due date for payment. For the purpose of exercising its rights under this sub-paragraph the Company, its employees or agents together with any vehicles considered by the Company to be necessary shall be entitled at any time without prior notice to the Customer to free and unrestricted entry upon and access to the Customer’s premises and/or other locations where any of the Goods are situated.
(ii) The Customer shall store the Goods in a proper manner in conditions which adequately protect and preserve them without charge to the Company and ensure they are clearly identified as belonging to the Company. The Company shall be entitled to examine the Goods in storage at any time during normal business hours and upon giving the Customer reasonable notice of its intention to do so and enter upon any premises owned or occupied or access to which is controlled by the Customer for that purpose.
(iii) The rights and remedies conferred upon the Company by this Condition 8 are in addition to and shall not in any way prejudice, limit or restrict any other rights or remedies of the Company under the Contract.
9. PERFORMANCE OF THE GOODS
(a) Any figures or statements in the Contract or in any other document supplied by the Company as to the performance or capacity of the Goods are upon the assumption that they will be used in conditions suitable for their proper and effective operation and are only approximate.
(b) If in the Contract the Company expressly guarantees the accuracy of such figures or statements then, in the event of the Goods after commissioning failing to achieve them, the Company shall be entitled to a reasonable period and to reasonable facilities to enable it to bring the Goods up to the guaranteed figures or statements and the contractual time for delivery of the Goods shall be extended for such reasonable period. If by the Contract the Company undertakes only that the Goods will comply with such figures or statements subject to a margin or tolerance then, in the event of the Goods after commissioning failing to achieve and comply with such undertaking the Company shall be entitled to a reasonable period and to reasonable facilities to bring the Goods up to such figures or statements subject to such margin or tolerence, and the contractual time for delivery of the goods shall be extended for such reasonable period.
(c) Subject to the provisions of (a) and (b) above, all weights, dimensions and other figures or statements as to performance or capacity contained in the Contract or in any other document supplied by the Company before or after the Contract shall be approximate only.
(d) The descriptions and illustrations contained in the Company’s catalogues, price lists and other advertising matter are intended merely to present a general idea of the Goods described therein and none of them shall form part of the Contract.
10. PERFORMANCE OF THE CONTRACT
(a) Dates or periods for delivery are approximate. If having used its reasonable endeavours to comply with any date or dates specified in the Contract for the despatch or delivery of the Goods to the Customer the Company is unable to do so such failure shall not constitute a breach
of contract by the Company entitling the Customer to terminate the Contract and/or to claim damages against the Company and the Company shall be entitled to an extension of the time fixed for delivery which is reasonable in all the circumstances.
(b) If the Company so agrees the Customer may collect the Goods in which case the Customer shall collect them within 3 days of being notified that they are ready for collection failing which the Company may despatch the Goods at the Customer’s risk and expense or store them in which event the Customer shall pay the Company’s reasonable storage charges and the Goods shall be stored at the Customer’s risk. If the Customer requests the company to delay despatch of the Goods and the Company agrees to do so the Customer shall pay the Company’s reasonable storage charges and the Goods shall be stored at the Customer’s risk as from the date upon which the Goods are ready for despatch.
(a) If the Goods are to be supplied entirely in accordance with designs, drawings, specifications and other data supplied by the Customer and provided that the Goods are so supplied the Company shall not be liable to the Customer in contract or in tort (including breach of satisfactory duty) for any loss or damage the Customer may suffer because the Goods subsequently prove to be unsuitable for the purpose or purposes for which the Customer required them or prove not to be of merchantable quality within the meaning of the Sale of Goods Act 1979.
(b) Where the Goods supplied or any part thereof are not of the Company’s own manufacture the guarantee below shall not apply but the Company will use all reasonable endeavours to pass on to the Customer the benefit of any guarantee or warranty given by the supplier of such Goods to the Company.
(c) Subject to (a) above and to the provisions of Condition 10 if the Customer establishes to the reasonable satisfaction of the Company that:
(i) there is a defect in the materials or workmanship of the Goods;
(ii) there is a failure on the part of the Company to supply the Goods in accordance with the designs, drawings, specifications or other data supplied by the Customer;
(iii) there is some other failure on the part of the Company; the Company shall at its option either:-
(aa) replace the Goods with goods which in all respects are in accordance with the Contract; or
(bb) repair or make good such defect or failure free of charge (including all costs of transportation of the Goods to and from the parties for that purpose) to the Customer, subject in every case to the remaining provisions of this Condition.
(d) Paragraph (b) of this Condition (“the guarantee”) shall not apply:-
(i) unless the Customer notifies the Company in writing of the alleged defect or failure immediately upon its first becoming aware thereof and in any event within 6 months of the date upon which the risk in the Goods passed to the Customer under the provision of Condition 4.
(ii) unless the Customer as soon as reasonably practicable after first becoming aware of the alleged defect or failure returns the Goods in each case where it is practicable to do so to the Company, carriage paid, for inspection, examination and testing and in any other case permits the Company to have access to the Goods at the Customer’s premises for such purposes;
(iii) if the alleged defect or failure is caused by other parts of any component or assembly into which the Goods are incorporated by the Customer.
(e) If the Company elects to replace the Goods it shall at its own expense deliver the replacement goods to the Customer at the address at which the defective goods were located and the title to the defective goods shall (if it has vested in the Customer) re-vest in the Company and the Customer shall make any such arrangements as may be necessary for the purpose of delivering up the defective goods to the Company. If the Company elects to repair or make good the Goods and the work is to be carried out at the Customer’s premises the Customer shall permit the Company to have such access to the Goods on such premises as the Company may require for that purpose.
(f) The Guarantee is in substitution for any other legal remedy of the Customer in respect of the alleged defect or failure and the liability of the Company shall in all such cases and for all such purposes be limited to the obligations imposed by the Guarantee. Any other condition, warranty, representation or undertaking on the part of the Company as to the quality of the Goods or their fitness or suitability for any particular purpose however and whenever expressed or which may be implied by statute, custom of the trade or otherwise is hereby excluded and the provisions of Sections 13 to 15 inclusive of the Sale of Goods Act 1979 shall not apply to the Contract except where the Customer deals as consumer within Section 12 of the Unfair Contract Terms Act 1977. Except as and to the extent provided by the Guarantee the Company shall not be liable to the Customer in contract or in tort (including breach of statutory duty) for any loss or damage direct, indirect or consequential (including economic loss of any kind) which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the Company, its employees or agents.
(g) Nothing contained in this Condition shall operate so as:-
(i) to exclude the liability of the Company for death or personal injury resulting from the negligence of the Company, its employees or agents.
(ii) to exclude the conditions and warranties implied by Section 12 of the Sale of Goods Act 1979.
(iii) to impose on the Company any liability in respect of any representation, suggestion or comment with regard to the Goods made by the Company, its employees or agents in the course of any negotiations between the Company and the Customer leading to the making of the Contract unless in the case of any such representation the Company has expressly agreed in writing that it shall be a term of the Contract.
12. CUSTOMER’S DESIGNS, DRAWINGS, SPECIFICATIONS AND OTHER DATA
(a) The Customer shall be solely responsible for the accuracy of its designs, drawings, specifications and other data (if any) supplied to the Company by the Customer, its employees or agents and in conformity with which the Company is to supply the Goods notwithstanding that the Company may have examined, inspected, studied, or commented to the Customer upon any such designs, drawings, specifications or other data.
(b) The Customer shall indemnify the Company against all actions, proceedings, claims, costs and expenses which may be brought against or incurred by the Company by reason of its supplying the Goods in accordance with such designs, drawings, specifications or other data whether or not it is alleged in such actions, proceedings and claims that any patent, trade mark, design, copyright, design right, confidential information or other intellectual property or other exclusive right of any third party has been infringed.
13. BREACH OF CONTRACT BY OR INSOLVENCY OF THE CUSTOMER
If any of the following events occurs or in the opinion of the Company is reasonably likely to occur:-
(a) the Customer commits any breach of the Contract; or
(b) any distress or execution is levied upon any of the goods or property of the Customer and is not paid out within 7 days; or
(c) the Customer (or where the Customer is a partnership any partner thereof ) offers to make arrangements with or for the benefit of its or his creditors generally or a petition is presented to make the Customer or any such partner bankrupt; or
(d) the Customer (being a limited company) has an Administrative Receiver or a receiver and Manager appointed of the whole or any part of its undertaking property or assets or a petition is presented or an order is made or a resolution is passed for the winding up of the Customer or for the appointment of an Administrator thereof the Company may without prejudice to any other rights or remedies it may have against the Customer forthwith suspend further performance of the Contract or by notice in writing to the Customer terminate the Contract as it thinks fit. Notwithstanding any such suspension or termination, the Customer shall pay the Company in accordance with the Contract for all the Goods despatched by the Company prior thereto and shall indemnify the Company against any loss, liability or expense incurred by the Company in connection with the Contract including (without prejudice to the generality of the foregoing) loss or profit, liabilities and expenses in connection with the raw materials and tooling obtained or produced for the purposes of the Contract and the cost of labour and overhead expenses reasonably attributable to the Contract.
14. FORCE MAJEURE
If the Company is delayed or prevented from performing the Contract or any part thereof by circumstances beyond its reasonable control including (but without limiting the generality of the foregoing) strikes, lockouts, or other industrial action, inability to obtain raw materials, labour, power or machinery, breakdown or failure, fire, flood, civil commotion or any cause of whatever kind and whenever occurring, then the Company may suspend further performance of the Contract for so long as it is so delayed or prevented and such suspension shall not constitute a breach of the Contract on the part of the Company. The Company shall notify the Customer in writing of any such suspension of performance of the Contract and if such suspension continues for more than 12 weeks either the Company or the Customer may by notice in writing to the other terminate the Contract but without prejudice to the Company’s right to be paid in accordance with the Contract for any part of the Goods which may have been despatched to the Customer prior to the suspension of performance by the Company and to be reimbursed all other costs, charges and expenses incurred by the Company pursuant to the Contract up to the date of such notice of termination where it is given by the Company and up to the date of receipt thereof by the Company where it is given by the Customer.
Without prejudice to Clause 8 hereof, and to any other remedies of the Company, the Company shall in respect of all unpaid debts due from the Customer have a general lien on all goods and property of the Customer in its possession and shall be entitled on the expiration of 14 days’ notice to the Customer to dispose of such goods and property as it thinks fit and to apply any proceeds towards reduction of such debts.
The rights and remedies of the Company in respect of the Contract or in respect of any failure by the Customer to observe or comply with the terms thereof shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies.
17. LAW AND JURISDICTION
The Contract shall be governed by and construed in all respects in accordance with English Law and the Company and the Customer submit themselves to the exclusive jurisdiction of the English Courts.
The headings to these Conditions are inserted for ease of reference and shall not affect their construction.
Any notice authorised or required to be given pursuant to these Conditions shall in the case of a notice to the Company be sent to it at its registered office and shall in the case of a notice to the Customer be sent to the Customer at its registered office if the Customer is a Company and in any other case to the address of the Customer last known to the Company. Any such notice may be given by post or facsimile transmission. To prove service in the case of a notice given by post it shall be sufficient to show that the notice was despatched by first class recorded delivery service in a correctly addressed and adequately stamped envelope and to prove service in the case of a notice given by facsimile transmission it shall be sufficient to show that it was made to the correct telephone number. Service shall be deemed to have been effected 24 hours after despatch by post, or facsimile transmission.
Joseph Giles Limited is a company registered in England and Wales with company number 08409947.
VAT number: 204 3185 46
Registered office: 2-4 Ash Lane, Rustington, Sussex, BN16 3BZ
Telephone number: +44 (0)20 8680 2602
Email: [email protected]
JOSEPH GILES is a registered Trade Mark
JOSEPH GILES is the trading name of Joseph Giles Ltd