CONDITIONS OF SALE

1.        Definitions
In these Conditions of Sale the Company shall mean G-Trimmings, and the Buyer shall mean the person firm or company to whom the estimate is addressed, or by whom the order is given. The Goods shall mean the goods being ordered or quoted for.

2.        Offer
The submission of an order howsoever made by the Buyer to the Company shall constitute an offer to purchase the Goods specified in that order upon the terms of these Conditions which the Buyer acknowledges shall apply to all contracts of sale between the Company and the Buyer.

3.        Acceptance
The Company shall be deemed to have accepted an offer only when it has issued an order confirmation. After an order has been accepted by the Company it may only be cancelled or amended with the Company’s written consent.

4.        Design and Confidentiality
All designs, drawings, patterns, samples, documents and technical information provided by the Company shall be treated as confidential and shall not be used without the Company’s express written consent for any purpose other than that for which they were provided. Copyright in all the Company’s designs, drawings, patterns and documents shall at all times remain vested in the Company.

5.        Description and information
The Buyer acknowledges that the Buyer has not relied on the skill and judgment of the Company in selecting the Goods for any purpose and that the Company does not warrant that the Goods are fit for any particular purpose of the Buyer whether or not the Goods have been specially manufactured, processed, altered or adapted to the special order or requirement of the Buyer.

6.        Delivery

a.        Dates Stated for delivery are intended as estimates only and the Company shall not be liable for loss or damage of any kind howsoever caused by reason of any failure on the part of the Company to deliver on such stated dates however caused or arising.

b.        Delivery of the Goods (which includes deliveries of part of the Goods where applicable) shall be deemed to take place at the Company’s factory, warehouse or other premises specified by the Company as being the place from which the Buyer may take delivery, and the date of delivery shall be deemed to be on the date on which the Goods are available for the Buyer to take delivery thereof and on which notice is received by the Buyer from the Company that the same are available so to be taken.

c.        Where the Goods are to be delivered and paid for by instalments, and payment of one or more such instalments is overdue, the Company shall be entitled to suspend delivery of the Goods until payment is made in full for all Goods  delivered.

d.        Where the Goods are to be delivered and paid for by instalments, each instalment delivery shall be paid for in accordance with the contract of sale thereof without regard to any outstanding claims relating to any instalments already delivered under the contract.

e.        The Buyer shall pay the Company’s reasonable storage charges for the period subsequent to the date of delivery during which the Buyer fails or neglects for whatever reason to take delivery of the Goods or any part thereof.

f.         The Company reserves the right to deliver 10% more or less than the quantity of Goods ordered.

7.        Risk
From the date of delivery and whatever may be the arrangements made for collection and transport of the Goods, the Goods, or where delivery is made by instalments the relevant part thereof, shall be at the risk of the Buyer who shall insure the Goods for the period from the date of delivery until the passing of the property in the Goods to the Buyer against any loss thereof or damage thereto or any part thereof.

8.        Payment

a.        Save as otherwise agreed in writing between the Company and the Buyer, payment in full for goods supplied shall fall due and be payable 30 days after the date of the invoice relating thereto.

b.        In the event that the Company and the Buyer agree in writing for payment for all or part of the purchase price of goods to be made by instalments, if any instalment is not paid by the Buyer to the Company within one day of such payment falling due, then the whole balance of the purchase price remaining shall automatically become due and payable forthwith.

c.        If the Buyer shall fail to pay for the Goods on the due date the Company shall be entitled to charge interest on the amount so due from the due date until the date of actual payment as well after as before judgment at the rate of 6% per annum above Barclays Bank PLC base rate in force from time to time.

d.        Should the account remain unpaid a period of fifteen days after the due date, it will be passed to a Debt Collection Agency. All further deliveries may be suspended and the overdue account, which bears interest as under Clause 8c hereof will be subject to an overall 7.5% surcharge on the total owed. The surcharge represents costs incurred in recovering the debt.

9.        Passing of Property

a.        The property in the Goods remains vested in the Company and shall not pass to the Buyer until the Buyer has made payment in full of the purchase price. So long as the property of the Goods remains vested in the Company, it shall be at liberty at any time to retake possession thereof and for that purpose to enter on any premises of the Buyer.

b.        Notwithstanding that the property in the Goods has not passed to the Buyer, the Buyer shall be at liberty to resell the Goods, but any such resale shall be deemed to be for the account of the Company and any proceeds thereof shall be held by the Buyer on behalf of the Company until such time as the purchase price shall have been paid in full.

c.        If, prior to the passing of the property therein, the Buyer shall process the Goods or mix them with other goods, ownership of the processed or mixed goods shall forthwith vest in the Company and shall remain so vested until such time as the purchase price is paid in full.

10.      Defective Goods
Any claim by the Buyer that the Goods are defective must be made in writing so as to be received by the Company not later than 7 days after the date of delivery of the Goods and failing such notification the Company shall in no circumstances be liable for any claim in respect of such Goods. Otherwise, the liability of the Company in respect of such Goods  shall be limited either to repair or replacement thereof or alternatively repayment by the Company of the amount paid by the Buyer in respect thereof provided that the Company shall be under no liability if:-

a.        Such goods have not been stored or protected properly: or

b.        The Buyer has cut or processed or executed repairs or alterations to such goods: or

c.        The Buyer has parted with possession of such goods.

11.      Financial Risk
If the Company considers in its absolute discretion that the financial circumstances of the Buyer are such that the Buyer is unlikely to make due payment for the Goods in accordance with the terms contained in the Company’s Order Confirmation or Invoice, the Company shall be entitled on giving notice in such form as the Company shall think fit to the Buyer either to require payment in cash before dispatch of all goods remaining to be delivered by the Buyer, or to cancel any further deliveries to the Buyer. This condition shall apply without prejudice to any other rights or remedies which the Company may have against the Buyer.

12.      Severability
Each delivery under an order shall be considered as a separate contract to which these Conditions of Sale apply. A failure of, or defect in any delivery shall not vitiate the contract in respect of any other deliveries which have been or are to be made subject to these Conditions.

13.      Exclusion of Liability
The Company shall not, save as provided otherwise in these Conditions, be liable for any loss, damage or injury howsoever caused from any failure or defect in the Goods and all representations, conditions, warranties and terms, express or implied, are hereby expressly exluded.

14.      Variations
No variations or waivers of these Conditions shall be effective unless notified in writing by the Company.

15.      Waiver
No failure to exercise and no delay in exercising by the Company any right or remedy arising under or by virtue of these Conditions of Sale shall operate as a waiver thereof or prejudice or affect the Company’s rights and remedies in respect of any subsequent breach, non-performance or non-observance of these Conditions of Sale, nor shall any single defective or partial exercise of those rights and remedies preclude any other or further exercise of that or of any other right or remedy.

16.      Governing Law
All contracts concluded pursuant to these Conditions of Sale shall be governed by and construed in accordance with English law and the parties hereto hereby submit to the non-exclusive jurisdiction of the English courts.