"In these conditions"
"Seller" means Greenhill Technologies Ltd
"Buyer" means the person, firm or company to whom the quotation is addressed or by or on behalf of whom the order is placed.
"Goods" means the articles or things described in the quotation or order to which these conditions relate.
All orders are accepted and executed on the understanding that the buyer is bound by these General Conditions of Sale. Where there is any inconsistency between these Conditions of Sale and any Conditions which the buyers seeks to impose these General Conditions of Sale shall prevail.
All contracts and agreements, as well as deviations from existing arrangements require a written confirmation to be legally binding.
Prices and terms are subject to alteration without notice and prices are quoted without discount for payment as specified or within 30 days from the invoice date. Goods are invoiced at prices in force on the day of despatch.
5. Sales Literature
The Company does not guarantee the accuracy of photographs, pictures, drawings or descriptions on the sales literature issued by the company.
6. Schedule Order
(ie: an order calling for delivery spread over a specified period) shall constitute unqualified authority for manufacture and shall define the customer’s liability.
7. Cancelled Order
If the customer cancels the order or any part thereof, or fails to take delivery of any goods at the time agreed, should such cancellation or failure cause dislocation to the company's production, the customer shall be liable without prejudice to any other rights of the company to claim damages, to indemnify the company against any loss, damage or expense incurred by the company in connection with the manufacture or non-manufacture of the goods, the cost of any material or tools used or intended to be used thereof and the cost of labour and other overheads.
Unless otherwise agreed in writing, goods rejected as not complying with the contract must be rejected within fourteen working days of delivery.
9. Return of Goods
In no circumstances may goods supplied against a firm order be returned without the Buyer having first applied for and obtained the written consent of the Seller.
Whilst we take pains to meet agreed delivery schedules, lack of raw materials, late or disadvantageous delivery of goods, strikes etc., releases us from the agreed delivery dates, and if necessary from the contracted responsibility for delivery. Claims for damages on account of late or incomplete delivery cannot be considered valid.
If in the case of the contract or any order involving more than one delivery default is made in payment on the due date, the company have the right to suspend all or any further deliveries pending payment or to terminate the contract in its entirety by notice in writing to the buyer.
11. Damage in Transit or Non-Delivery
A complaint must be made in writing within three days of receipt of goods if they have been damaged in transit. On receipt of an externally damaged delivery, a claim for damages must be submitted accompanied by an official report from the carrier.
In cases of non-delivery of goods a complaint must be made in writing within 7 days of despatch (within U.K.)
All our products are guaranteed for 12 months from the date of delivery to the customer who is the original user, subject to the following conditions:
In the event of a complaint arising during the period of guarantee, the original user should notify us regarding the nature of the complaint before returning the goods. If we are satisfied that a component or part of our manufacture has become defective under proper storage and use, due to faulty workmanship or material, in normal use, in accordance with our instructions, we will, at our discretion, either despatch a replacement part free of charge or repair the article free of charge if returned carriage is paid to us.
Where our equipment is fitted by others, it is the responsibility of the purchaser to ensure that the equipment is fitted in accordance with the written instructions supplied by the Company. Contravention of such instructions invalidates the guarantee and any rectification carried out by the Company at the request of the purchaser is chargeable by the Company.
For products or components supplied by the Company for embodiment in equipment or systems which are not supplied by the Company, it is the responsibility of the purchaser to ensure that those products or components are suitable for the purpose for which they are being used.
The Company reserves the right to decide whether a product or system has been misused of tampered with, in which case the guarantee becomes invalid.
Payment terms by customers with approved credit accounts are strictly 30 days from the date of invoice or within 7 days of the date of invoice where a prompt payment discount is offered.
13a. Payment –Export Customers/Orders for Export
For all export customers and all orders for export, payment terms are strictly “payment in advance”.
The Company reserves the right to seek full or part payment for special equipment in advance of manufacture.
The Company understands and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation. (Late Payment of Commercial Debts (Interest) Act 1998 and the amended late payment legislation effective from 7th August 2002).
14. Reservation of Title
a.) Not withstanding delivery of the Goods to the Buyer, ownership of the Goods (both legal and equitable) will not pass but will remain with the Seller. However, immediately on delivery to the Buyer or into custody on the Buyers behalf (whichever is the sooner) the risk in the Goods will pass to the Buyer. Property in the Goods will pass to the buyer when all outstanding debts owed by the Buyer in respect of the goods the subject of this contract will have been paid in full. Until that date the Buyer is to hold the Goods in a fiduciary capacity as bailee on behalf of the Seller, and shall be responsible for adequately insuring the Goods and if required shall store the Goods in such a way that they can be recognised as being held in a fiduciary capacity.
b.) Not withstanding that the Buyer may hold the Goods in a fiduciary capacity only, the Seller will allow Buyer the power to use the goods in its normal course of business and to sell the goods to third parties and to deliver them on the condition that so long as the Buyer is indebted to the Seller, the Buyer may only deliver the Goods to third parties after obtaining from such third parties and enforceable undertaking to be bound to the Buyer by these Conditions, and the Buyer shall assign the benefit of any claims against such third parties to the Seller and in any event, if the Buyer receives the proceeds of such sales from third parties, such proceeds are to be held by the Buyer for the account of the Seller (who shall be permitted to trace such proceeds) to the extent that the Buyer is indebted to the Seller under this contract.
c.) If the Buyer, in his normal course of business, mixes the Goods, the subject of this contract, with other goods or the Goods, the subject of this contract, become a constituent of other goods, then the Seller will assume title over the whole of the goods so mixed, and transfer of ownership will be deemed to have taken place through and at the moment of conversion or mixing. Thereafter the Buyer and the Seller will assume the rights and duties conferred by paragraphs (1) and (2) above as if the new goods were solely and simply the goods the subject of this contract.
d.) If payment by the Buyer under this contract becomes overdue in whole or in part, or if the Buyer shall commit any other breach of this contract or any act of insolvency (as hereinafter defined), the Seller shall be entitled (without prejudice to any of its other rights) to treat this contract as discharged, and to repossess the Goods, the subject of this contract, or the mixed goods, or any of them, as the case may be, and to enter upon any premises where the goods may be situate for that purpose.
e.) The Buyer shall for the purposes of this Clause be deemed to commit an act of insolvency, if any distress or execution shall be levied upon its property or assets, or if it shall make or offer to make any arrangements or composition with creditors, or commit any act of bankruptcy, or if any receiving order in bankruptcy shall be presented or made against it, or if the Buyer is a limited company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company's undertaking, property or assets or any part thereof shall be appointed, or if in the sole discretion of the Seller it appears to the Seller that the financial position of the Buyer has become unsatisfactory or impaired.
f.) In the event of the Seller repossessing the Goods, the Buyer shall be liable (notwithstanding the discharge of the contract) to pay the difference between the price of the Goods and their value on repossessing, and in the event of the Seller being entitled to repossess the Goods, but being unable to do so for any reason whatsoever, the Buyer shall pay to the Seller the full price thereof, less in each case any amount previously paid by the Buyer for the Goods under this contract.
g.) Any receiver or liquidator appointed over the assets of the Buyer shall pay into a separate bank account any sums received from third parties in respect of sales to them of the goods by the Buyer, up to the amount of any indebtedness of the Buyer to the Seller under this contract for the sole benefit of the Seller.
The place of jurisdiction for all disputes is the English courts. The Parties agree that service of any notice in reference to arbitration proceedings given to their last known place of business shall be valid and sufficient. Should any agreed special condition prove legally unenforceable the validity of the remaining conditions is not affected.