Group55

Terms And Conditions Of Sale

Untitled-r
  1. Basis of contract
    1. Defined terms in these Conditions shall have the meaning given to them in clause 11. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and the Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
    2. The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. The Order shall only be deemed to be accepted on the earlier of Group55 issuing a written acceptance of the Order and Group55 beginning to actively fulfil the Order, at which point the Contract shall come into existence.
    3. Any samples, drawings, descriptive matter or advertising produced by Group55 and any descriptions or illustrations contained in Group55's catalogues or brochures, on its website or otherwise are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
    4. A quotation for the Products given by Group55 shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
  2. Products
    1. The Products are described in Group55's website. However, Group55 reserves the right to amend the specification of the Products if required by any applicable statutory or regulatory requirements or to make any enhancements to the quality of the Product (in its reasonable opinion).
  3. Delivery
    1. Group55 shall ensure that:
      1. each delivery of the Products is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered by installments, the outstanding balance of Products remaining to be delivered; and
      2. if Group55 requires the Customer to return any packaging materials to Group55, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Group55 shall reasonably request. Returns of packaging materials shall be at Group55's expense.
    2. If the Customer is located in the United Kingdom:
      1. Group55 shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location – UK Delivery) at any time after Group55 notifies the Customer that the Products are ready; or
      2. by prior agreement of both parties, the Customer shall collect the Products from Group55's premises at Group55, Matrix Park, Western Avenue, Buckshaw Village, Chorley, PR7 7NB, UK or such other location as may be advised by Group55 prior to delivery (Delivery Location – UK Collection) within two Business Days of Group55 notifying the Customer that the Products are ready for collection.
    3. Unless otherwise agreed in writing, if the Customer is located outside of the United Kingdom, delivery shall be made in accordance with Free Carrier (FCA) Matrix Park, Western Avenue, Buckshaw Village, Chorley, PR7 7NB Incoterms® 2010 (Delivery Location – International Collection) and the Customer shall collect the Products within two Business Days of Group55 notifying the Customer that the Products are ready for collection.
    4. Delivery is completed on the arrival of the Products at the relevant Delivery Location.
    5. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Group55 shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide Group55 with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    6. If Group55 fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. Group55 shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Group55 with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    7. If the Customer fails to accept delivery of the Products or collect them (as applicable) within two Business Days of Group55 notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or Group55's failure to comply with its obligations under the Contract:
      1. delivery of the Products shall be deemed to have been completed at 9.00 am on the second Business Day after the day on which Group55 notified the Customer that the Products were ready (or attempted delivery where it has not notified the Customer that the Products are ready); and
      2. Group55 shall store the Products until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
    8. If ten Business Days after the day on which Group55 notified the Customer that the Products were ready for delivery the Customer has not taken actual delivery of them, Group55 may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products (where payment has already been made by the Customer) or charge the Customer for any shortfall below the price of the Products, as applicable.
    9. Group55 may deliver the Products by installments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
  4. Quality
    1. Group55 warrants that on delivery, and for a period of 12 months from the date of delivery or where earlier, the “use by” date or expiration date detailed on the Products or otherwise notified to the Customer by Group55 (warranty period), the Products shall:
      1. conform in all material respects with their description;
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      3. be fit for the purpose expressly held out by Group55.
    2. Subject to clause 4.3, if:
      1. the Customer gives notice in writing to Group55 during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 4.1;
      2. Group55 is given a reasonable opportunity of examining such Products; and
      3. the Customer (if asked to do so by Group55) returns such Products to Group55's place of business at the Customer's cost (such costs to be reimbursed if Group55 finds that the warranty has been breached), Group55 shall, at its option replace the defective Products, or refund the price of the defective Products in full.
    3. Group55 shall not be liable for the Products' failure to comply with the warranty set out in clause 4.1 in any of the following events:
      1. the Customer makes any further use of such Products after giving notice in accordance with clause 4.2;
      2. the defect arises because the Customer failed to follow Group55's oral or written instructions as to the storage, transport, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
      3. the defect arises as a result of Group55 following any drawing, design or specification supplied by the Customer;
      4. the Customer alters or tampers with such Products without the written consent of Group55;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage, transport or working conditions; or
      6. the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    4. Except as provided in this clause 4, Group55 shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 4.1.
    5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    6. These Conditions shall apply to any replacement Products supplied by Group55.
  5. Title and risk
    1. The risk in the Products shall pass to the Customer on completion of delivery (or deemed delivery where applicable).
    2. Title to the Products shall not pass to the Customer until the earlier of:
      1. Group55 receives payment in full (in cash or cleared funds) for the Products and any other Products that Group55 has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums; and
      2. the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 5.4.
    3. Until title to the Products has passed to the Customer, the Customer shall:
      1. store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Group55's property;
      2. not remove, deface or obscure any identifying mark, labelling or packaging on or relating to the Products;
      3. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify Group55 immediately if it becomes subject to any of the events listed in clause 7.1; and
      5. give Group55 such information relating to the Products as Group55 may require from time to time.
    4. Subject to clause 5.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Group55 receives payment for the Products. However, if the Customer resells the Products before that time:
      1. it does so as principal and not as Group55’s agent; and
      2. title to the Products shall pass from Group55 to the Customer immediately before the time at which resale by the Customer occurs.
      3. the Customer's right to resell the Products or use them in the ordinary course of its business ceases immediately; and
      4. Group55 may at any time:
      5. require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
      6. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
  6. Price and payment
    1. The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in Group55's published price list in force as at the date of delivery.
    2. Group55 may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
      1. any factor beyond Group55's control (including the impact of the exit of the United Kingdom from the European Union, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
      3. any delay caused by any instructions of the Customer or failure of the Customer to give Group55 adequate or accurate information or instructions.
    3. The price of the Products:
      1. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Group55 at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      2. excludes the costs and charges of insurance and transport of the Products, which shall be invoiced to the Customer where delivery is being made in accordance with clause 3.2(a) or arranged and paid for by the Customer where delivery is being made in accordance with clause 3.2(b) or clause 3.3.
    4. Group55 may invoice the Customer for the Products on or at any time after the completion of delivery (including deemed delivery where the Customer fails to accept delivery or collect the Products).
    5. Unless separate payment terms have been agreed by Group55, the Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Group55. Time for payment is of the essence.
    6. If the Customer fails to make any payment due to Group55 under the Contract by the due date for payment, without limiting its other rights or remedies:
      1. then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount;
      2. Group 55 shall be entitled to recover all costs, losses, liabilities, fees and expenses (including legal and other professional costs and expenses) suffered, incurred or agreed to be paid by it in recovering the overdue amount from the Customer or other as a result of the failure by the Customer to make payment in accordance with the Contract.
    7. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Group55 may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Group55 to the Customer.
  7. Termination
    1. Without limiting its other rights or remedies, Group55 may terminate this Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the Customer's financial position deteriorates to such an extent that in Group55's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    2. Without limiting its other rights or remedies, Group55 may suspend provision of the Products under the Contract or any other contract between the Customer and Group55 if the Customer becomes subject to any of the events listed in clause 7.1(a) to clause 7.1(d), or Group55 reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    3. Without limiting its other rights or remedies, Group55 may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    4. On termination of the Contract for any reason the Customer shall immediately pay to Group55 all of Group55's outstanding unpaid invoices and interest.
    5. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
    6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  8. Limitation of liability
    1. Nothing in these Conditions shall limit or exclude Group55's liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. defective products under the Consumer Protection Act 1987.
    2. Subject to clause 8.1:
      1. Group55 shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business or loss of business opportunity, loss of goodwill, loss of anticipated saving or any special, indirect or consequential damage or loss arising under or in connection with the Contract; and
      2. Group55's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Products under the Order to which the liability relates.
  9. Force majeure
    1. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 months, the party not affected may terminate this Contract by giving 4 weeks written notice to the affected party.
  10. General
    1. Assignment and other dealings.
      1. Group55 may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Group55.
    2. Confidentiality.
      1. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 10.2(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
      2. Each party may disclose the other party's confidential information:
      3. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 10.2; and
      4. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      5. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
    3. Entire agreement.
      1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    7. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
      2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission (provided that the sender does not recall the message or receive notification of non delivery or delayed delivery and in the event it received notification of delayed delivery, the notice will be deemed to have been received at the time stated).
      3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    8. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
    9. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
  11. Interpretation
    1. Definitions:
      Business Day: a day (other than a Saturday, Sunday or public holiday) when UK clearing banks in the city of London are open for general business.
      Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 10.4.
      Contract: the contract between Group55 and the Customer for the sale and purchase of the Products in accordance with these Conditions.
      Customer: the person or firm who purchases the Products from Group55.
      Delivery Location: means each of the Delivery Location – UK Delivery, the Delivery Location – UK Collection and the Delivery Location – International Collection as applicable.
      Delivery Location – UK Collection: has the meaning given in clause 3.2(b).
      Delivery Location – UK Delivery: has the meaning given in clause 3.2(a).
      Delivery Location – International Collection: has the meaning given in clause 3.3.
      Force Majeure Event: an event or circumstance beyond a party's reasonable control, which for the avoidance of doubt, shall include (but is not limited to) any acts of god, flood, drought, or any other adverse weather event, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, the exit of the United Kingdom from the European Union and non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on clause 9.
      Products: the Products (or any part of them) set out in the Order.
      Group55: GRP 55 Limited registered in England and Wales with company number 04613458.
      Order: the Customer's order for the Products, as set out in the Customer's purchase order form, the Customer's written or verbal (including by telephone) acceptance of Group55's quotation, or overleaf, as the case may be.
    2. Interpretation:
      1. a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
      2. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
      3. (c) a reference to writing or written includes emails.