Privacy Policy - Terms & Conditions
INTRODUCTION
(A) The Supplier is a seller of used machine tools and associated equipment, known as Goods. The Customer wishes to purchase the Goods from the Supplier.
(B) The Supplier is a buyer of machine tools and associated equipment on behalf of its Customer, known as Special Order Goods. The Customer wishes to purchase the Special Order Goods from the Supplier.
(C) The Supplier provides Installation and Testing Services in relation to the sale of Goods or the sale of Special Order Goods to the Customer.
(D) The Supplier arranges transport and delivery of Goods or Special Order Goods via third party contractors.
(E) The Supplier provides valuation, technical and other engineering Services. The Customer wishes to purchase Valuation, Technical and other Engineering Services from the Supplier.
(F) The supply of the Goods, Special Order Goods and Services is governed by the Contract Details, which incorporates these Conditions.
1. INTERPRETATION
1.1. Definitions:
Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours the period from 9.00 am to 5.00 pm on any Business Day.
Commencement Date the date of the Contract Details.
Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 14.4.
Contract The contract between the Supplier and the Customer for the sale and purchase of the Goods, Special Order Goods and Services incorporating the Contract Details, Specification and these Conditions.
Contract Details the form containing the relevant party and other details in respect of the supply of Goods, Special
Order Goods and Services by the Supplier to the Customer.
Customer the person or firm who purchases the Goods,
Special Order Goods and Services from the Supplier.
Delivery Location has the meaning given in clause 5.2.
Force Majeure Event means circumstances not within a party’s reasonable control that prevents that party from complying with its obligations in the Contract including, without limitation:
i) acts of God, flood, drought, earthquake or other natural disaster;
ii) epidemic or pandemic;
iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
iv) nuclear, chemical or biological contamination or sonic boom;
v) collapse of buildings, fire, explosion or accident; or
vi) interruption or failure of utility service.
Goods the goods (or any part of them) set out in the Contract Details.
Installation and Testing Services the installation and commissioning services to be supplied by the Supplier to the Customer in accordance with the Specification.
Order the Customer's order for the Goods, Special Order Goods or Services as set out in the Customer's purchase order form.
Services Installation and Testing Services and/or Valuation, Technical and Engineering Services as specified in the Contract.
Special Order Goods special order goods (or any part of them) that are procured specifically for the Customer set out in the Contract Details.
Specification the specification for the Goods, Special Order Goods and Services, including any related plans and drawings, that is provided to the Customer by the Supplier.
Supplier G.D. MACHINERY LIMITED (registered in England and Wales with company number 03060044).
Valuation, Technical and other Engineering Services: the valuation, technical or other engineering services to be supplied by the Supplier to the Customer in accordance with the Specification.
Warranty Period has the meaning given in clause 6.1.
1.2. Interpretation:
1.2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2. A reference to a party includes its successors and permitted assigns.
1.2.3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5. A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1. 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 law, trade custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to purchase the Goods, Special Order Goods or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3. The Order shall only be deemed to be accepted when the Supplier and the Customer have signed the Contract Details, at which point the Contract shall come into existence.
2.4. 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.
2.5. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6. A quotation for the Goods, Special Order Goods and Services given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 7 Business Days from its date of issue and is subject to change at the Suppliers discretion. A quotation does not form a contractual arrangement between the Supplier and Customer to buy or sell Goods, Special Order Goods or Services.
2.7. In the absence of a Contract, then the invoice will set out the specific details pertaining to the sale of Goods, Special Order Goods or supply of Services and shall be bound by these terms and conditions.
3. GOODS
3.1. The Goods are described in the Contract Details.
3.2. The Supplier reserves the right to amend the Goods if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
4. SPECIAL ORDER GOODS
4.1. The Special Order Goods are described in the Contract Details.
4.2. The Supplier reserves the right to amend the Special Order Goods if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
4.3. If the Customer cancels the Contract before the Special Order Goods are procured, then the deposit paid under the terms of the Contract is non-refundable.
4.4. If the Customer cancels the Contract after the Special Order Goods have been procured, then the Supplier has the right to charge the full value as set out in the Contract Details at their discretion.
5. DELIVERY
5.1. The Supplier shall use all reasonable endeavours that:
5.1.1. the delivery of the Goods or Special Order Goods is accompanied by a delivery note when applicable that shows the relevant information pertaining to the Order such as relevant Customer and Supplier reference numbers, the type and description of the Goods or Special Order Goods (where applicable) and special delivery and storage instructions (if any); and
5.1.2. if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
5.2. The Supplier shall deliver the Goods or the Special Order Goods to the location set out in the Contract Details or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods or Special Order Goods are ready.
5.3. Delivery is completed on the arrival of the Goods or Special Order Goods at the Delivery Location.
5.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods or Special Order Goods.
5.5. If the Supplier fails to deliver the Goods or Special Order Goods, its liability shall be limited to any cleared funds received from the Customer towards payment of the Goods or Special Order Goods . The Supplier shall have no liability for any failure to deliver the Goods or Special Order Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or Special Order Goods.
5.6. The Supplier may deliver the Goods or Special Order Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.7. The Supplier relies on and appoints third party providers for delivery services. The Supplier is held harmless with no liability for the Delivery of Goods or Special Order Goods and will use its reasonable endeavours to ensure the third party carries appropriate levels of insurance to provide delivery services.
6. QUALITY
6.1. Unless provided for in the Contract Details, the Supplier does not provide any Warranty on the supply of Goods, Special Order Goods and/or Services.
6.2. Where a Warranty is provided for in the Contract Details, the Supplier warrants from the date of delivery to the Warranty Expiration (Warranty Period), the Goods or Special Order Goods shall:
6.2.1. reasonably conform in all material respects with the Specification; and
6.2.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.3. Subject to clause 6.4, if:
6.3.1. the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods or Special Order Goods do not comply with the warranty set out in clause 6.1;
6.3.2. the Supplier is given a reasonable opportunity of examining such Goods or Special Order Goods; and
6.3.3. the Customer (if asked to do so by the Supplier) returns such Goods or Special Order Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods or Special Order Goods, or refund the price of the defective Goods in full.
6.4. The Supplier shall not be liable for the Goods' or Special Order Goods' failure to comply with the warranty set out in clause 6.1 if:
6.4.1. the Customer makes any further use of such Goods or Special Order Goods after giving notice in accordance with clause 6.3;
6.4.2. the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or Special Order Goods or (if there are none) good trade practice regarding the same;
6.4.3. the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer or which the Customer has approved if supplied by the Supplier or any other third party;
6.4.4. the Customer alters or repairs such Goods or Special Order Goods without the written consent of the Supplier;
6.4.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6.4.6. the Goods or Special Order Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.5. Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' or Special Order Goods' failure to comply with the warranty set out in clause 6.1.
6.6. The terms implied by sections 12 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.7. These Conditions shall apply to any repaired or replacement Goods or Special Order Goods supplied by the Supplier.
7. TITLE AND RISK
7.1. The risk in the Goods or Special Order Goods shall pass to the Customer on completion of delivery.
7.2. Title to the Goods or Special Order Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods or Special Order Goods, in which case title to the Goods or Special Order Goods shall pass at the time of payment of all such sums:
7.3. Until title to the Goods or Special Order Goods has passed to the Customer, the Customer shall:
7.3.1. store the Goods or Special Order Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
7.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods or Special Order Goods;
7.3.3. maintain the Goods or Special Order Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1.2, clause 12.1.3 and clause 12.1.4; and
7.3.5. give the Supplier such information as the Supplier may reasonably require from time to time relating to:
7.3.5.1. the Goods or Special Order Goods; and
7.3.5.2. the ongoing financial position of the Customer.
8. SUPPLY OF INSTALLATION AND TESTING SERVICES
8.1. The Supplier shall from the Commencement Date until the date the Goods or Special Order Goods are installed and commissioned supply the Installation and Testing Services to the Customer in accordance with the terms of the Contract.
8.2. The Supplier shall use reasonable endeavours to provide the Services.
8.3. The Customer shall:
8.3.1. co-operate with the Supplier in all matters relating to the Installation and Testing Services, and comply with all instructions of the Supplier; and
8.3.2. provideall equipment, tools and vehicles and such other items as are required by the Supplier to provide the Installation and Testing Services.
8.4. Prior to the Supplier supplying the Installation and Testing Services, the Customer shall:
8.4.1. provide an area where assembly of the Goods or Special Order Goods is to take place that is appropriately closed off and covered;
8.4.2. have the appropriate foundations laid ready for the installation of the Goods or Special Order Goods;
8.4.3. provide suitable lighting, power, compressed air and internet remote access to enable tests on the Goods or Special Order Goods and any future assistance to be provided by the Supplier during the Warranty Period;
8.4.4. provide the lifting and internal carriage equipment required to unload, move and assemble the Goods or Special Order Goods;
8.4.5. provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Installation and Testing Services; and
8.4.6. provide such necessary information for the provision of the Installation and Testing Services as the Supplier may reasonably request.
9. SUPPLY OF VALUATION, TECHNICAL AND OTHER ENGINEERING SERVICES
9.1. The Supplier shall supply the Valuation, Technical and other Engineering Services to the Customer in accordance with the terms of the Contract.
9.2. The Supplier shall use reasonable endeavours to provide the Valuation, Technical and other Engineering Services.
9.3. The Customer shall:
9.3.1. co-operate with the Supplier in all matters relating to the Valuation, Technical and other Engineering Services, and comply with all instructions of the Supplier; and
9.3.2. provide all equipment, tools and vehicles and such other items as are required by the Supplier to provide the Valuation, Technical and other Engineering Services.
9.4. Prior to the Supplier supplying the Valuation, Technical and other Engineering Services, the Customer shall:
9.4.1. provide a safe area and suitable access to where Valuation, Technical and other Engineering Services can be undertaken;
9.4.2. provide suitable lighting, power, compressed air and internet remote access to machinery on which Valuation, Technical and other Engineering Services are to be undertaken;
9.4.3. provide the lifting and internal carriage equipment required to perform the Valuation, Technical and other Engineering Services as required;
9.4.4. provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Valuation, Technical and other Engineering Services; and
9.4.5. provide such necessary information for the provision of the Valuation, Technical and other Engineering Services as the Supplier may reasonably request.
10. PRICE AND PAYMENT
10.1. The price of the Goods, Special Order Goods and Services shall be the price set out in the Contract Details (Price).In the absence of a Contract, the Price is set out on the invoice.
10.2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the Price to reflect any increase in the cost of the Goods, Special Order Goods and/or Services that is due to:
10.2.1. any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
10.2.2. any request by the Customer to change the delivery date(s), quantities or types of Goods or Special Order Goods ordered, or the Specification; or
10.2.3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
10.3. The Price excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.
10.4. The Customer shall pay the Price upon receipt of an invoice from the Supplier in accordance with the payment milestones set out in the Contract Details or on the invoice.
10.5. In the event that any of the payment milestones remain unachieved following three months from the Commencement Date the Supplier shall decide (at its sole discretion) to require payment of the outstanding balance of the Price by the Customer.
10.6. The Customer shall pay each invoice submitted by the Supplier:
10.6.1. on or before the payment date specified in the Contract and the invoice; and
10.6.2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and
10.6.3. time for payment shall be of the essence of the Contract.
10.7. If the Customer fails to make a payment due to the Supplier under the Contract or as set out on the invoice by the due date, then, without limiting the Supplier's remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10.8. All amounts due under the Contract or on the invoice shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11. LIMITATION OF LIABILITY
11.1. The Suppliers liability for individual claims is capped at 25% of the total Price (excluding VAT where applicable) per claim. The Customer is responsible for making its own arrangements for the insurance of any excess loss.
11.2. The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.3. Nothing in the Contract limits any liability which cannot legally be limited, including
liability for:
11.3.1. death or personal injury caused by negligence;
11.3.2. fraud or fraudulent misrepresentation;
11.3.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
11.3.4. defective products under the Consumer Protection Act 1987.
11.4. Subject to clause 11.3, the Supplier's total liability to the Customer shall not exceed 25% of the total Price.
11.5. Subject to clause 11.3, the following types of loss are wholly excluded:
11.5.1. loss of profits;
11.5.2. loss of sales or business;
11.5.3. loss of agreements or contracts;
11.5.4. loss of anticipated savings;
11.5.5. loss of use or corruption of software, data or information;
11.5.6. loss of or damage to goodwill; and
11.5.7. indirect or consequential loss.
11.6. This clause 11 shall survive termination of the Contract.
12. TERMINATION
12.1. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if: 12.1.1. 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 seven days of that party being notified in writing to do so;
12.1.2. 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), obtaining a moratorium, 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;
12.1.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.4. the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods, Special Order Goods and Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 12.1.2, clause 12.1.3 and clause 12.1.4, or the Supplier 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 the Contract on the due date for payment.
12.3. Without limiting its other rights or remedies, the Supplier 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.
12.4. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods, Special Order Goods and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.5. Termination of the Contract, however arising, 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 the Contract which existed at or before the date of termination.
12.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. FORCE MAJEURE
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.
14. GENERAL
14.1. Assignment and other dealings.
14.1.1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
14.1.2. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 the Supplier.
14.2. Confidentiality.
14.2.1. Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.2.
14.2.2. Each party may disclose the other party's confidential information:
14.2.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.2; and
14.2.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.2.3. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
14.3. Entire agreement.
14.3.1. The Contract constitutes the entire agreement between the parties.
14.3.2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
14.4. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.5. Waiver.
14.5.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.5.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 14.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.7. Notices.
14.7.1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by pre-paid recorded first-class post or other next working day delivery service or delivered by recorded airmail delivery service at its registered office (if a company) or its principal place of business (in any other case):
14.7.2. Any notice shall be deemed to have been received:
14.7.2.1. if sent by pre-paid first-class recorded post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
14.7.2.2. if sent by pre-paid recorded airmail providing proof of postage, at 9.00 am on the fifth Business Day after posting.
14.7.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14.8. Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.9. 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.
14.10. 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 the Contract or its subject matter or formation.
