Terms & Conditions

INTERPRETATION
1. In these conditions: –
  1. ‘Buyer’ – means the business entity which accepts a quotation for the sale of the Goods or whose order for the Goods is accepted by the Seller.
  2. ‘Goods’ – means the Goods and services including any instalment of the Goods or any parts of them which the Seller is to supply in accordance with these conditions.
  3. ‘Seller’ – means GB Refinish Supplies Ltd (registered in England under number 04725336) and whose registered office is situated at Unit 15 Quadrant Court, Crossways Business Park, Dartford, Kent, DA9 9AY.
  4. ‘Guarantor’ – means if the Buyer is an incorporated body anyone who has held himself out to be a Director of the Buyer by executing a credit account application form.
  5. ‘Conditions’ – means the standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special Terms aznd Conditions agreed in writing, between the Buyer and the Seller.
  6. ‘Contract’ – means the Contract for the purchase and sale of the Goods.
  7. ‘Writing’ – includes telex, cable, facsimile transmission, and comparable means of communication.

Any reference in the Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.

The headings in these conditions are for convenience only and shall not affect their interpretation.

GUARANTEE

The Guarantor(s) hereby undertake that the Buyer shall perform and observe the Conditions and in case of default in the performance or observance of the Conditions the Guarantor(s) will make good on demand on a full indemnity basis all losses damages cost and expenses arising either directly or indirectly out of the default as aforesaid including the legal costs and expenses incurred by the Seller in enforcing this undertaking.
In the event of the Guarantor being more than one person their liability under this clause shall be joint and several.

BASIS OF THE SALE

The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and Conditions subject to which such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the buyer.
No variations to these conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
The Sellers employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
The Seller provides goods to businesses and each business is expected to satisfy itself of the appropriateness of the goods purchased and any information and/or advice and/or recommendations given by the Seller or its employees or agents, as to the storage, application, or use of the Goods, is acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation. It is for the Buyer to satisfy itself as to the suitability of the Goods for his own particular purpose which may depend upon site conditions that are unknown to the Seller.
Any typographical, clerical, or other error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability of the part of the Seller.

HEALTH AND SAFETY AT WORK

The Seller makes available, in good faith, product information concerning the conditions necessary to ensure that the Goods supplied will be safe and minimise risk to health when the Goods are processed correctly. The product information should not be considered of itself to constitute an adequate risk assessment as may be required under Health and Safety legislation.
If the Buyer is or becomes aware of any potential risk to health or safety, in connection with the processing and application of the Goods, it should immediately notify the Seller.

ORDERS AND SPECIFICATIONS

No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the buyer, and for giving the Seller any necessary information relating to the Good within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
The quantity, quality, and description of and any specification for the Good shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
If the good are to be mixed and/or manufactured and/or undergo any process in order to fulfil the specification submitted by the Buyer, then the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or industrial or intellectual property rights of any person which results from the Seller’s use of the Buyer’s specification.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charged and expenses incurred by the Seller because of cancellation.

PRICE OF THE GOODS

The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s price list which is current at date of acceptance of the order.
The Seller reserves the right by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties significant increase of the cost of labour, materials or other cost of manufacture) any change in delivery dates quantities or specifications of the Goods which is requested by the Buyer, or any delay caused by any instruction of the Buyer or failure of the Buyer to give the adequate information or instructions.
Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport packaging and insurance.
The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay.

TERMS OF PAYMENT

Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
The Buyer shall pay for the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of that date and shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall of the essence of the contract.
If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
1. Cancel the contract or suspend any further deliveries to the Buyer.
2. Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any contract between the Buyer and the) as the Seller may think fit (notwithstanding any purported appropriation of the Buyer); and
3. Charge the Buyer Statutory Compensation and Interest (both before and after any judgement) on the amount unpaid at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

Credit Accounts

At the discretion of the Seller and subject to acceptable credit references a Credit Account may be opened at any branch for use at all the Seller’s trading outlets. All notifications of changes to an account whether as to name, address or use must be made in writing.

Credit Reference
1. The Seller may undertake enquiries of credit reference agencies and other organisations who may also keep a record of that enquiry. The enquiries may concern individuals, partners and the directors and principals of a limited company.
2. The Seller may record information relating to the trade sales to customers and such information may be shared with other organisations such as collection agents and lawyers to enable recovery of sums due. Others may also use such information when assessing further credit applications.

DELIVERY

Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller or its duly authorised Agent delivering Goods to that place.
Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing. The good may be delivered by the Seller or its duly authorised Agent in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 20 per cent more or 20 per cent less than the quantity ordered without adjustment of the price, and the quantity so delivered shall be deemed to be the quantity ordered.
Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
If the Seller fails to deliver the Goods (or any instalment) for any reason other than a cause beyond the Sellers reasonable control the Seller’s liability to the Buyer shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
If the Buyer fails to take delivery of the Goods or fails to give the adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s faults) then, without prejudice to any other remedy available to the Seller, the Seller may:
1. store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage, or
2. Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer to the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.

RISK AND PROPERTY

Risk of damage to or loss of the Goods shall pass to the Buyer: –
1. In the case of Goods to be delivered at the Seller’s premises at the time when the Seller notifies the Buyer that the Goods are available for collection, or
2. In the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller or its agent has tendered delivery of the Goods.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and Bailee and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of business.
Until such time as the property in the Goods passes to the Buyer, (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the good to the Seller and, if the Buyer fails to do so forthwith, the Seller is entitled to enter upon any premises of the Buyer or any third party where the good are stored, without notice, and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

WARRANTIES AND LIABLITY

Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 3 months from the date of their initial use or 3 months from delivery, whichever is the first to expire.

The above warranty is given by the subject to the following Conditions:

The Buyer solely has determined the suitability of the goods for their intended use and has not relied upon any representation made by or on behalf of the Seller
The Seller shall be under no liability in respect of any defect in the goods arising from any action, and/or process, and/or application undertaken by the buyer.
The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working Conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.
the Seller shall not be under any liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment.
The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as consumer (within the meaning of the unfair Contract Terms Act 1977), all warranties, conditions or the terms implied by statute or common law are excluded to the fullest extent permitted by law.
Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall, whether or not delivery is refused by the Buyer, be notified to the Seller within 7 days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer has failed to notify the Seller in accordance with the period specified within this term 9.4, then accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such a failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the contract.
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the good or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or part in question) free of charge, or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but shall have no further liability to the Buyer.
The Seller will not be liable for any consequential or indirect loss or damage, whether loss of profit or otherwise, costs, expenses or other claims for consequential compensation whatsoever suffered by the Buyer, whether this loss or damage arises from a breach of duty, in contract or in tort or in any other way, including but not limited to loss or damage arising from the Seller’s negligence.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reasons of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods if the delay or failure was due to cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
1. Act of God, explosion, flood, tempest, fire, or accident.
2. war or threat of war, sabotage, insurrection, civil disturbance, or requisition.
3. acts, restrictions, regulations, byelaw prohibitions or measure of any kind on the part of any governmental parliamentary or local authority.
4. import or export regulations or embargoes.
5. strikes, lock-out or other industrial actions or trade disputes (whether involving employees of the or a third party),
6. difficulties in obtaining raw material, labour, fuel, parts or machinery.
7. Power failure or breakdown in machinery.

INSOLVENCY OF THE BUYER

This clause applies if:
1. the Buyer make any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
3. the Buyer ceases, or threatens to cease, to carry on business; or
4. The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but nonpaid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

GENERAL

The Seller may perform any of its obligations or exercise any of its right hereunder by itself or through any other member of its group of companies provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
Any notice required or permitted to be given by either party to the other under these Goods shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid.
The failure or delay by the Seller to exercise a right or remedy provided by these Terms and Conditions or by law does not constitute a waiver of that right or remedy or of any other rights and remedies. No waiver by the Seller of any of these Terms shall be effective unless the Seller expressly says that it is a waiver, and the Seller notifies the Buyer in writing.
A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
The contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.

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