The terms conditions and warranties stated here shall constitute the whole contract between the Buyer and Vineyard Supplies trading as GT Products (Europe) Ltd.
No waiver of or amendment to any of these conditions or the terms of order will be binding on us unless confirmed by us in writing
not withstanding any conditions of purchase stipulated by the buyer.
- Unless indicated otherwise in writing all prices are exclusive of VAT other taxes, levies and carriage.
- We reserve the right to vary the quoted price prior to despatch to reflect changes in costs to us including but without limitation foreign exchange fluctuation, currency regulation, alteration of duties or levies and costs of materials, labour, transport and services.
- Payment shall be due 30 days following the date of invoice. Each delivery shall operate as a separate contract. Failure to pay on the due date shall give us the right to cancel the contract or withhold further deliveries until such payment has been made. In accordance with late payment legislation we will exercise our statutory right to charge interest on late payments at the rate applicable at the time. Credit terms may be withdrawn whether or not there has been default and payment may be required as a pre-condition to delivery.
Delivery dates are stated in good faith and whilst every effort will be made to meet such dates we will not accept responsibility for any consequence arising from delay in delivery however occasioned.
- CLAIMS: No claim for non-delivery, loss or damage in transit will be accepted unless: –
- In the event of non-delivery of a whole consignment the customer advises us within 14 days of the date of invoice ( and confirms such advice immediately in writing);
- In the event of non-delivery of part of a consignment, or damage, the consignment note is endorsed with the particulars and a written claim submitted to us within 3 days of the delivery or part delivery.
- ORDER CANCELLATION AND RETURNS:
- Any confirmed order that is cancelled or part cancelled may be subject to a charge not exceeding 10% of the order value.
- In the case of products made to customer specification cancellation or part cancellation of the order after confirmation may be subject to a charge up to 100% of the order value.
- Return of goods will not be accepted without prior permission. A minimum charge of 10% may be made on such returns.
- RETENTION OF TITLE:
- The risk shall pass to the buyer on delivery.
- Title to the goods will pass to the buyer only on payment of the full purchase price, whether under the same or any other invoice rendered by us. Where we have allowed the buyer a credit facility title to the goods will pass to the buyer only on payment of the final instalment of the purchase price whether under the same or any other invoice rendered by us.
- Pending payment in full as previously stated the buyer shall insure the goods and keep them free from any charge, lien or other encumbrance and store the goods so they can be readily identified as belonging to us.
- The buyer shall have authority in its own name but on behalf of us to sell any such goods and shall immediately account to us in respect of the proceeds of sale, which shall belong to us.
- This authority may be terminated by written notice from us in the event of any failure to make or delay in making payment in accordance with the terms of any contract between the buyer and us and shall immediately determine without notice on presentation of any petition, deed of arrangement or the passing of any resolution for the winding up of the buyer or upon the buyer making any composition with creditors or committing any act of bankruptcy or having any receiver or manager appointed over all or any of its assets and /or undertaking or commits any breach of contract.
- Upon termination of the aforementioned authority to sell we will be entitled using only such force as may be necessary to enter on any premises of the buyer for the purpose of removing the goods and any other goods supplied by the seller.
- The buyer shall pay all legal and other costs incurred by us in recovering any amounts owing.
- FORCE MAJEURE:
We shall not be liable to the buyer for any loss or damage, which may be suffered by the buyer, as a direct or indirect result of us being prevented, hindered or delayed in the performance of our obligations under any contract by reason of any force majeure circumstances.
- LIMITATION OF LIABILITY:
- Our liability for shortage, failure, or defect in the goods supplied shall be limited to the cost of making good any such shortage, failure or defect and shall not exceed the sale price of the defective goods.
- In any event we shall not be liable for any damage or loss sustained or liability incurred by the buyer as a direct or indirect consequence of such shortage failure or defect.
- It is the buyer’s responsibility to ascertain the suitability of any product for their particular application.
- We do not accept liability for any goods, which have been subjected to any further process of manufacture or assembly after they have left our hands.
- Any claim for shortage, failure or defect in goods shall be barred after the lapse of 12 months from the original despatch date of the goods.
- THIRD PARTIES:
We shall not be bound in any way by any agreement or settlement between the customer and a third party unless we have previously agreed in writing to be party to such agreement or settlement.
- INSTALMENT DELIVERIES:
We may at our discretion make instalment deliveries against Buyers Purchase Orders. Each delivery shall constitute a separate contract, without prejudice to completion of the contract, and shall be invoiced accordingly.
- QUANTITY VARIATION:
When goods are made specifically to order every care is taken to work as closely as possible to the specified quantity however we reserve the right to deliver to a limit of +/- 10% of the specified quantity and the buyer shall pay for the actual quantities delivered at the contract price.
- TOOLING AND ARTWORK:
Designs sketches proofs prototypes etc. originated by us are submitted in confidence and unless otherwise agreed in writing they and the copyright and or design rights will remain with us.
- Tools, dies, jigs, printing plates, negatives, blocks and engravings provided by us remain our property whether or not a charge is made towards their cost.
We are not liable for any infringement of patent rights arising out of the use of contract goods by the Buyers or on the Buyer’s instructions express or implied.
- EXPORT TERMS:
- Notwithstanding anything herein to the contrary, we shall perform and discharge our duties by presenting the shipping documents (i.e. the Invoice and Bill of Lading or Delivery Order) to the Buyers. Where the contract of sale is on C.I. F. or C & F terms the Bill of Lading shall be freight prepaid and in the case of a C.I.F. contract the certificate of insurance shall be deemed to be a shipping document.
- In clauses 4 and 5 references to delivery and non-delivery shall be construed as references to shipment and non- shipment.
- Notwithstanding anything herein to the contrary payment of all amounts due shall be made in cleared funds to us with the order. If the seller accepts the order without requiring payment in advance the buyer will make payment in cleared funds to us within 30 days of the date of the invoice.
- The buyer will be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
- If the buyer enters into a deed of arrangement or on presentation of any petition or the passing of any resolution for the winding up of the buyer or upon the buyer making any composition with creditors or committing any act of bankruptcy or having any receiver or manager appointed over all or any of its assets and /or undertaking or commits any breach of contract then we shall have the right to cancel any or all the contracts with the buyer and suspend further deliveries without any liability to the buyer.
- If any goods have been delivered but not paid for the price shall become immediately payable notwithstanding any previous agreement or arrangement to the contrary.
- SET OFF: If we purchase goods from the buyer in the event of termination we will have the right to exercise our right to set off any monies owed by us to the buyer against monies owed by the buyer to us.
- LAW: The contract shall be governed by the laws of England and the English courts shall have jurisdiction.