Terms & Conditions General
1.GENERAL
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
“Buyer”, means the person, firm or company who purchases Goods from the Company;
“Company”, means Green Tree Safety.
“Contract”, means any contract between the Company and the Buyer for the sale and
purchase of the Goods incorporating these conditions;
“Goods”, means any goods agreed in the Contract to be supplied to the Buyer by the
Company
(including any part or parts of them).
1.2 A reference to any law is a reference to it as it is force for the time being taking account
of any amendment, extension, application or re-enactment and includes any subordinate
legislation from the time being in force made under it.
1.3 Condition headings do not affect the interpretation of these conditions.
1.4 Subject to any variation under condition 1.5 the Contract shall be on these conditions to
the exclusion of all other terms and conditions (including any terms and conditions which
the Buyer purports to apply under and purchase order, confirmation of order, specification
or other document)..
1.5 These conditions apply to all the Company’s sales and any variation to these conditions
and any representations about the Goods shall have no effect unless expressly agreed in
writing and signed by a director of the Company. The Buyer acknowledges that it has not
relied on any statement, promise or representation made or given by or on behalf of the
Company which is not set out in the Contract. Nothing in this condition shall exclude or limit
the Company’s liability for fraudulent misrepresentation.
1.6 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall
be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
1.7 No order placed by the Buyer shall be deemed to be accepted by the Company until a
written acknowledgement of order is issued by the Company or (if earlier) the Company
delivers the Goods to the Buyer.
2. PRICES
2.1 All prices quoted are exclusive of:
2.1.1 VAT which will be added to the invoice at the standard rate; and
2.1.2 delivery costs.
2.2 The Company reserves the right to vary the price payable by the Buyer at any time and
without prior notice provided always that the Buyer shall be entitled to cancel the Contract
in writing within 7 days of notification of any such variation. Without prejudice to the
generality of the foregoing the Company may vary the price to take account of currency
fluctuations which increase the cost of imported product any extra costs incurred due to
cancellation, alteration, postponement or re-scheduling, or any increase in the cost of
materials, labour or other costs (whether direct or indirect).
3. PAYMENT
3.1 No payment shall be deemed to have been received until the Company has received
cleared funds.
3.2 All payments payable to the Company under the Contract shall become due immediately
on its termination despite any other provision.
3.3 The Buyer shall make all payments due under the Contract in full without any deduction
whether by way of set-off, counterclaim, discount, abatement.
4. DELIVERY
4.1 All goods are available ex-stock subject to goods being unsold at the time of the Buyer’s
order. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take
place at the Company’s place of business.
4.2 Any dates specified by the Company for delivery of the Goods are intended to be an
estimate and time for delivery shall not be made of the essence by notice. If no dates are so
specified, delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions the Company shall not be liable for
any direct, indirect or consequential loss (all three of which terms include, without
limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and
similar loss), costs, damages, charges and expenses caused directly or indirectly by any delay
in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any
delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 30
days.
4.4 The Buyer shall take delivery of the Goods within 14 days of the Company giving notice
that the Goods are ready for delivery.
4.5 If for any reason the Buyer fails to accept delivery of any Goods when they are ready for
delivery, or the Company is unable to deliver the Goods on time because the Buyer has not
provided appropriate instructions, documents, licences or authorisations:
4.5.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the
Company’s negligence);
4.5.1 the Goods shall be deemed to have been delivered; and
4.5.1 the Company may store the Goods until delivery, whereupon the Buyer shall be liable
for all related costs and expenses (including , without limitation, storage and insurance).
5. RISK/TITLE
5.1 The Goods are at the risk of the Buyer from the time of delivery.
5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in
full (in cleared funds) all sums due to it in respect of:
5.2.1 the Goods; and
5.2.2 all other sums which are or which become due to the Company from the Buyer on any
account.
5.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
5.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
5.3.2 store the Goods (at no cost to the Company) separately from all other goods of the
Buyer or any third party such a way that they will remain readily identifiable as the
Company’s property;
5.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the
Goods; and
5.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company’s
behalf for their full price against all risks to the reasonable satisfaction of the Company. On
request the Buyer shall produce the policy of insurance to the Company.
5.4 The Buyer may resell the Goods before ownership has passed to it solely on the
following conditions:
5.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market
value;
5.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and
the Buyer shall deal as principal when making such a sale.
5.5 The Company shall be entitled to recover payment for the Goods notwithstanding that
ownership of any of the Goods has not passed from the Company.
5.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any
time to enter any premises where the Goods are or may be stored in order to inspect them,
or, where the Buyer’s right to possession has terminated, to recover them.
5.7 The Buyer’s right to possession of the Goods shall terminate immediately if:
5.7.1 the Buyer has a bankruptcy order made against him or makes an arrangement with his
creditors, or otherwise takes the benefit of any statutory provision for the time being in
force for the relief of insolvent debtors or (being a body corporate) convenes a meeting of
creditors, or enters into liquidation (whether voluntary or compulsory) except a solvent
voluntary liquidation for the purpose of reconstruction or amalgamation, or has a receiver
and/or manager, administrator or administrative receiver appointed of its undertaking or
any part thereof, or documents are filed with the court for the appointment of an
administrator of the Buyer or notice of intention to appoint an administrator of the Buyer or
its directors or by a qualifying floating charge holder (as defined with paragraph 14 of
Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to
any court for the winding-up of the Buyer or for the granting of an administration order in
respect of the Buyer, or any proceedings are commenced relating to the insolvency or
possible insolvency of the Buyer; or
5.7.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on
his/its property or obtained against him/it, or fails to observe or perform any of his/its
obligations under the Contract or any other contract between the Company and the Buyer,
or is unable to pay its debts within the meaning section 123 of the Insolvency Act 1986 or
the Buyer ceases to trade; or
5.7.3 the Buyer encumbers or in any way charges any of the Goods.
5.8 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s)
rights contained in this condition 5 shall remain in effect.
8.CANCELLATION
8.1 A cancellation fee will be levied for the cost of materials and a reasonable profit margin
to be paid by the Buyer.
8.2 No cancellation of specially purchased items can be accepted.
9 DELIVERY
9.1Subject 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 12 months from the date of their initial use or 12
months from delivery, whichever is the first to expire.
9.2The above warranty is given by the Seller subject to the following conditions:
9.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from
any drawing, design or specification supplied by the Buyer;
9.3 The Seller shall be under no liability in respect of any errors, omissions, misdescriptions
or illustrations contained in or referred to in the Seller’s current catalogue and the Seller
reserves the right to make any deletions, alternations, amendments or additions to such
catalogue without notice to the buyer.
9.4 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 Sellers’ approval.
9.5 The Seller shall be under no 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.
9.6 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.
9.7 Subject as expressly provided in these Conditions, and except where the Goods are sold
to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act
1977), all warranties, conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
9.8 The Seller upon receiving notice to that effect from the Buyer shall prepare or replace
free of charge goods damaged or lost in transit and due delivery of the goods shall not be
deemed to have taken place until replaced or repaired goods have been delivered by the
Seller to the Buyer. The Buyer shall hold such damaged goods or return them to the Seller at
his own risk.
9.9 Where the Goods are sold under a consumer transaction (as defined by the Consumer
Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are
not affected by these Conditions.
9.10 The Buyer shall have a duty to inspect for shortages or apparent defects at the time of
delivery. 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 in writing to the Seller within 3 working 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.
9.11 Any claims of missing items shall be notified in writing to the seller within 3 working
days.
9.12 If delivery is not refused, and the Buyer does not notify the Seller accordingly, the
Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such
defect or failure, and the Buyer shall be bound to pay the prices as if the Goods had been
delivered in accordance with the Contract.
9.13 Where any valid claim in respect of any of the Goods which is based on any defect in
the quality or condition of the Goods 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 the 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 the Seller shall have no
further liability to the Buyer.
9.14 No goods delivered to the Buyer, which are in accordance with the contract, will be
accepted for return without the prior written approval of the Seller on terms to be
determined at the absolute discretion of the Seller.
9.15 If the Seller agrees to accept any such goods for return the Buyer shall be liable to pay
a restocking charge of up to 30% of the invoice price. Such goods must be returned by the
Buyer, carriage paid to the Seller in their original and unmarked boxes and cases.
9.16 Goods which have been charged will only be deducted from the sum due from the
Buyer upon issue of a return merchant authorisation number. Goods will be returned to the
Seller in good condition, carriage paid within fourteen days from the date of the Sellers
invoice, but subject to any restocking charge.
9.17 Goods returned without the prior written approval of the Seller may at the Sellers
absolute discretion be returned to the Buyer or stored at the Buyers cost without prejudice
to any rights or remedies the Seller may have.
9.18 The Seller reserves the right to refuse the return of Goods supplied to specific order
not held in stock. All cancellations of such orders must be confirmed in writing prior to the
despatch of the Goods from the suppliers. The Buyer will be liable for the invoice price of
the Goods where they have been specially made and cannot be cancelled.
9.19 Except in respect of death or personal injury caused by the Seller’s negligence, the
Seller shall not be liable to the Buyer by reason 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 the negligence of the Seller, its employees or agents or
otherwise) which arise out of or in connection with the supply of the 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 by the
Conditions.
9.20 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 any cause beyond the
Seller’s reasonable control. Without prejudice to the generality of the foregoing, the
following shall be regarded as causes beyond the Sellers’ reasonable control.
Act of God, explosion, flood, tempest, fire or accident.
War or threat of war, sabotage, insurrection, civil disturbance or requisition;
Acts, restrictions, bye-laws, prohibitions or measures of any kind on the part of any
government, parliamentary or local authority;
Import or export regulations or embargoes;
Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees
of the Seller or of a third party);
Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
Power failure or breakdown in machinery.
10. LIMITATION OF LIABILITY
10.1 Subject to conditions 4, 6 and 9, the following provisions set out the entire financial
liability of the Company
(including any liability for the acts or omissions of its employees, agents and subcontractors)
to the Buyer in respect of:
10.1.1 any breach of these conditions;
10.1.2 any use made or resale by the Buyer of any of the goods, or of any product
incorporating the Goods; and
10.1.3 any representation, statement or tortious act or omission including negligence arising
under or in connection
with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for
the conditions implied by
section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law,
excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company:
10.3.1 for the death or personal injury caused by the Company’s negligence; or
10.3.2 under section 2(3), Consumer Protection Act 1987; or
10.3.3 for any matter which it would be illegal for the Company to exclude or attempt to
exclude its liability; or
10.3.4 for fraud or fraudulent misrepresentation.
11. TRADE MARKS
11.1 The name Green Tree Safety Ltd are protected by registration as trade marks.
The Buyer covenants with the
Company that it shall notify the Company immediately of any possible infringement of such
marks.
11.2 Green Tree Safety Ltd is the trading name of the company detailed below.
12. FORCE MAJEURE
12.1 The Company shall be relieved of all liability whatever in respect of any delay or nonperformance in the fulfilment of
its obligations if prevented or impeded as a consequence of (directly or indirectly) war civil
commotion insurrection
government restrictions or regulations transport difficulties strikes lock-outs accidents
shortage of labour materials
equipment fuel power machinery breakdown or any other cause whatsoever beyond the
reasonable control of the
Company regardless of whether such cause existed at the date of the order. At any time
after any such event shall
occur the Company shall be entitled to suspend or terminate the performance of the
Contract.
13. PROPER LAW
13.1 These terms and conditions and any Contract to which they are applicable shall in all
respects be construed in
accordance with English law.
14. SPECIFICATION CHANGES
14.1 The Company’s policy is one of continuous improvement and it reserves the right to
make reasonable changes to
product specification from time to time at its discretion.
15. HEALTH & SAFETY
15.1 To the best of the Company’s knowledge and belief all its Goods comply in all respects
with the requirements of the
Health & Safety at Work Act 1974. However if the competent authority under the Act
declares that any of the
Goods are unsafe or a risk to health in any respect the Buyer shall notify the Company
immediately and the Company
shall at its own expense make such modifications to the Goods or supply such additional
replacement parts for the
Goods as such authority shall consider necessary to ensure that the Goods comply with the
requirements of the Act.
The Buyer shall ensure that the Goods will be safe and without risk to health when properly
used and in particular
shall ensure that the Goods are used in accordance with any instruction manual or
installation instructions which the
Company may supply. The Buyer shall indemnify the Company against all claims and all
penalties incurred by the
Company pursuant to the Act.