GROUP GEAR LIMITED
Terms & Conditions of Trading
1.1 In these Terms and Conditions:
'BUYER’ means the person or company who accepts a quotation from the seller for the sale of Goods or whose order for Goods is accepted by the Seller;
‘GOODS' means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms and Conditions.
SELLER' means Group Gear Limited (registered in England under Number 7822851)
‘TERMS AND CONDITIONS’ means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any special terms and conditions
agreed in writing between the Buyer and the Seller.
‘CONTRACT’ means the contract for the purchase and sale of the Goods.
‘WRITING’ includes facsimile transmission, electronic communication and comparable means of communication.
1.2 Any reference in these Terms and Conditions to any provision of a statute shall be construed as a
reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms and Conditions are for convenience only and shall not affect their
2 Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the
2.2 No variation to these Terms and Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it dose not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless it has been placed by an authorised representative of the Buyer either in Writing or by Telephone.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to process the order in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
3.4 If the goods to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damage, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property of any other person which results from the Seller's use of the Buyer's specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing or by Telephone to the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), cost (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.7 All orders received by the seller will have a confirmation of receipt sent to the buyer confirming that the order has been received by the seller. The confirmation is an automated response and in no way is an acceptance of the order.
4 Price of the goods
4.1 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 published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller's published export price list shall apply. All prices quoted will normally be valid for 30 days unless quoted differently in writing by the Seller or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
4.3.1 All orders for Goods may be subject to a delivery charge per order.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
4.5 The cost of pallets and returnable containers may be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
5 Terms of Payment
5.1 Subject to any special terms in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after despatch of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place at the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer; 5.3.2 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above Lloyds Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where delivery of the Goods is to be made by the Seller in bulk (box quantity), the Seller reserves the right to adjust the quantity despatched to full box quantity without any adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not
entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for the delivery (other than by reason of any cause beyond the Buyer's reasonable control) then, without prejudice to any other right or remedy available to the
Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract; or
6.5.3 Where an incorrect delivery address has been supplied by the Buyer, the Seller reserves the right to charge the Buyer any additional costs for the re-direction of the Goods.
6.6 Delivery Surcharge. Where an incorrect delivery address is given to the Company when an order is placed and the Company is charged by the carrier to correct the mistake a delivery surcharge will be invoiced to the customer to cover the cost of re-delivery. The charge will be dependent on the cost incurred by the company.
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of the Goods to be delivered at the Seller's premises, at the time when the Buyer or his agent have signed for and removed the Goods from the Seller's premises.
7.1.2 in the case of the Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer 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.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, But if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.1 Subject to the Customer obtaining prior written consent of the Company the Company may within 30 days of the date of delivery and in its sole discretion accept the return of such of the Goods supplied being surplus to the Customer’s requirements and which shall not have been used or altered in any respect and shall be in the same condition as at the date of delivery.
8.2 Where the Company has agreed to take any Goods by way of return such Goods shall be delivered to the Company within 2 days of the date specified by the Company. Credit shall be made by the Company in respect of the purchase value of the Goods so returned in the invoice submitted to the Customer for payment less a handling charge which sum shall be agreed between the Customer and the Company prior
to any written consent to the return of such Goods by the Company.
8.3 No Goods shall be accepted for return and no credit given in respect of the purchase value of the same where upon inspection by the Company the Goods are found to be in any way defective notwithstanding that prior written consent to the return shall have been given by the Company.
9. Warranties and liability
9.1 Subject to the conditions set out below the seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defect in materials and workmanship for a period of 12 months or as determined by the manufacturer's warranty whichever is the longer
9.2 The above warranty is given by the Seller subject to the following conditions:
9.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
9.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without
the Seller's approval;
9.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
9.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
9.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contact Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest
extent permitted by law.
9.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer is not affected by these Conditions.
9.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 5 days from the date of delivery or (where the defect of failure was not apparent on reasonable inspection) within a reasonable time after the defect or failure is discovered. If delivery is not refused, and the Buyer dose not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the
9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
9.7 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
10.1 If any claim is made against the Buyer that the Goods infringe or that use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of the drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
10.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;
10.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
10.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
10.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
10.1.5 the Seller shall be entitled to the benefit of, and the Buyer accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
10.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
11 Insolvency of buyer
11.1 This clause applies if:
11.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
11.1.2 an encumbrance takes possession, or receiver is appointed, of any of the property or assets of the Buyer; or
11.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
11.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
11.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller shall be entitled to cancel the Contact or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12 Waste Electrical and Electronic Equipment (WEEE)
Registration number: WEE/GF3526WV
Goods supplied to a business (B2B):
The Waste Electrical and Electronic Equipment Directive (WEEE) is an EU initiative to protect the environment by reducing the amount of electrical equipment and products going into landfill sites.
Group Gear Ltd are committed to the protection of the environment and therefore the successful implementation of the WEEE regulations.
If this symbol is shown on any of your goods, it means that the product is classed as Electrical and Electronic Equipment (EEE) and should not be disposed of with your general waste.
Where the WEEE does not bear the crossed out wheelie bin symbol, users are required to meet the costs of collection, treatment and disposal themselves. There is no financial obligation on either ourselves at Group Gear Ltd or our distributors in respect of this.
A charge may be made where WEEE of our supply bearing the crossed out wheelie bin symbol is being returned to Group Gear Ltd.
If you are a business customer of Group Gear Ltd who sells on to private customers you will have the obligation, as a distributor, under the B2C side of the regulations to arrange the movement of WEEE returned to you, to recycling centres.
If you are a business customer of Group Gear Ltd who only sells on to other businesses you have no obligation under the WEEE regulations to take back WEEE (unless you are also a UK WEEE producer) but your business customers may well ask you about disposal routes for like for like take
back and end of life returns.
Customers outside the United Kingdom should contact their supplier for further information on the
arrangements in place for their own country.
Should you have any further queries about WEEE, please email firstname.lastname@example.org
General Terms and Conditions for website/contract of sale
UK WEEE Regulations (SI2006/3289 The Waste Electrical and Electronic Equipment Regulations 2006 as modified by any subsequent legislation).
Group Gear Ltd sells its products either retaining the Producer's obligations under the WEEE Regulations or with our customer taking on those responsibilities. Group Gear Ltd will confirm which option applies on its order acceptance documentation. The customer must agree to disclose this
agreement to any subsequent purchaser(s) of this equipment, as required by the regulations.
The purchaser agrees to absolve Group Gear Ltd from its obligations under the UK WEEE Regulations which require Group Gear Ltd to be responsible for financing the collection, treatment, recovery and environmentally sound disposal of any product supplied before 13th August 2005, where a similar new product is being purchased.
Collections of WEEE at end of life or otherwise agreed.
Group Gear Ltd will organise and finance the collection, treatment, recovery and environmentally sound disposal of:-
a) Product inside the scope of the WEEE directive purchased from us if we retain the WEEE
b) Product where we have a contractual obligation.
The collection is subject to:
a) The product is owned by you;
b) The product being empty of products at the time of collection;
c) The product being safe to collect at the time of collection eg it is clean, free from sharp
edges and structurally sound; and
d) There are no restrictions to the collection of the product, for example access, obstructions,
distances to the collection vehicle being greater than 50 metres, restricted times for
collection, permissions to be obtained from third parties.
e) The product being disconnected from any supplies or drainage eg electricity.
f) The product being in the UK.
If these conditions cannot be met, Group Gear Ltd reserve the right to:
a) Charge an additional amount for the work required to mitigate the impediment; or
b) Require the end user to undertake the required actions.
If the end user does not remove the impediments Group Gear Ltd will be deemed to have met its obligations under the WEEE regulations.
If Group Gear Ltd arranges a collection at the end user's request which fails due to a failure to meet conditions, True Brands Ltd will raise a failed collection charge. If this charge is not paid Group Gear Ltd will be deemed to have met its WEEE obligations and any remaining obligations will pass
solely to the purchaser.
Group Gear Ltd will require the agreed notice period to organise a collection and will inform the end user of the collection date in good time.
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 No omission or delay upon the part of any party in exercising any right, power or privilege under these Conditions shall operate as a waiver by that party of any right to exercise it in the future.
13.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable In whole or in part validity of the other provisions of these Conditions and the remainder of the provision shall not be affected.
14. Force Majeure
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of the delay in performing, or any failure to perform, any of the Seller’s obligations to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
14.1 Act of God, explosion, flood, tempest, fire or accident:
14.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.4 Import or export regulations or embargoes;
14.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller of a third party);
14.6 Difficulties in obtaining raw material, labour, fuel, parts or machinery; or
14.7 Power failure or breakdown in machinery.
These conditions do not apply to export transactions for which separate conditions of sales exist. In the event that Goods supplied within the UK are ultimately exported, the Buyer will be responsible at their expense for obtaining any licence and complying with any export regulations within the country for which the Goods are destined.
16 Entire Agreement
16.1 This Contract forms the entire agreement between the parties and neither has relied on any representations or warranty except as expressly set out in these Conditions or agreed in Writing between the parties.
16.2 These Conditions supersede any prior arrangements, understandings and agreements between, or any oral representations made by, the parties to it relating to its subject matter.
17 Law & Jurisdiction
17.1 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Birmingham Law Society, in accordance with the rules of Arbitration Act or any statutory modification pre-enactment thereof for
the time being in force.
17.2 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non exclusive jurisdiction of English courts.
18 Contract (Rights of Third Parties) Act 1999
A person who is not party to this Contract has no right under the Contract (Right of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right of remedy of a third party which exists or is available apart from that Act.