Terms and conditions of sale, delivery and payment (UK)
General
These conditions shall apply to all quotations and Contracts for the sale or supply of goods (“the Goods”) by Gamko Refrigeration UK Ltd. (“the Company”) unless expressly varied or excluded in writing signed by a representative of the Company duly authorised in writing. Unless expressly agreed in writing, any terms and conditions contained in the Purchaser’s Order or otherwise shall not apply. If any of these Conditions or any part thereof is rendered void or unenforceable by law, it shall be so void or unenforceable to that extent and no further and shall be deemed amended to the extent necessary to render it enforceable at law.
Acceptance
All orders are subject to written acceptance by the Company and are accepted on the understanding that these Conditions apply. Orders accepted cannot be cancelled without the Company’s written consent and on terms which will indemnify the Company for all loss.
Delivery
The Company, whilst making every effort to effect prompt delivery will not unless otherwise agreed in writing signed by representative of the Company, be liable for loss or damage occasioned by delay in delivery howsoever caused, and any dates expressed in the Contract or quotation are given subject to this condition. Delivery of the goods shall take place:
(i) Where the company undertakes delivery of the goods, when the goods are loaded off the Company’s vehicle or that of the carrier at the station, port or location specified by the Purchaser; or.
(ii) Where the Purchaser undertakes delivery of the goods, when the goods are loaded onto the purchaser’s vehicle, or that of his designated carrier at the Company’s premises or other pre-arranged location.
Prices
(a) Unless otherwise stated in the contract, all prices in quotations and contracts apply to goods unpacked ex works and are payable strictly net in £ sterling in the UK. All such prices are subject to alteration without prior notice and all orders are accepted on the understanding that they will be invoiced at prices ruling at the day of despatch. The Purchaser will pay the price as so invoiced.
(b) Any matter apart from the supply of goods, such as especially (although without limitation to the generality of the foregoing) modifications, special test or inspections, carriage, insurance, packing or samples shall be charged to the Purchaser Goods will be consigned by Road Transport at ordinary goods rate. Orders instructing despatch by other means will be subject to an additional charge to cover the Company’s extra cost.
Payment
(a) Unless otherwise stipulated payment is due in full by the last day of the calendar month following the month in which notification was made to the Purchaser that the goods are ready for despatch or on the last day of the calendar month following the calendar month in which the goods were despatched, whichever first occurs. The Purchaser hereby waives any right of set-off it may have against the Company in respect of claims by the Purchaser against the Company.
(b) Where the Contract is to be fulfilled by separate instalments or deliveries, the terms of payment set out in sub-clause (a) above shall apply to each individual instalment.
(c) Should the Purchaser fail to pay on the due date tocomply with the terms of payment the Company shall be entitled to a late payment charge on the balance for the time being outstanding of 2% per month per part thereof.
Title and risk in the Goods
(i) The risk in the goods shall pass to the Purchaser on delivery, seven days after notification by the Company to the Purchaser that the goods are ready for delivery and delivery has not taken place, or when the Purchaser pays the price in full.
(ii) As security for payment of the purchase price, until full payment has been received by the Company for all goods whatsoever supplied at any time by the Company to the Purchaser.
(a) title in the goods shall remain in the Company;
(b) should the goods (or any part of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, then the Company shall be deemed to have a lien over such new product to the value of the payment for the time being outstanding to the Company;
(c) subject to (d) and (e) below the Purchaser shall be at liberty to sell the goods and the new products referred to in (b) above in the ordinary course of business on the basis that the proceeds of sale shall be held on trust by the Purchaser for the Company, and paid to the Company on demand;
(d) the Company may at any time revoke the Purchaser’s power of sale by notice to the Purchaser if the Purchaser is in default-for longer than seven days in the payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied at any time by the Company to the Purchaser or for any other reason whatsoever) or if the Company has bona fide doubts as to the solvency of the Purchaser;
(e) the Purchaser’s power of sale shall automatically cease if a receiver is appointed over any of the asset or the undertaking of the Purchaser or a winding-up order is made against the Purchaser or the Purchaser goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy;
(f) upon determination of the Purchaser’s power of sale under (d) or (e) above the Purchaser shall place the goods and new products at the disposal of the Company who shall be entitled to enter upon any premises of the Purchaser for the purpose of removing the goods and new products from the premises (including severance from the realty where necessary).
Undertaking and Exclusion of Liability
(i) In the event of any defect being disclosed in any goods or parts thereof supplied by the Company within one year from the date of installation or fifteen months from the date of delivery, which ever is the lesser, the Company undertakes to consider any claim and examine the goods alleged to be defective and should any fault, due to defective materials supplied by or workmanship on the part of the Company, be found on such examination to repair the defective part of parts or at the option of the Company, to supply free of charge new goods in place of those acknowledged by the Company to be defective.
(ii) The above undertaking is limited to the supply to the Purchaser free at the Purchaser’s premises of the new or repaired goods in exchange for those acknowledged by the Company to be defective.
(iii) The undertaking as set out in (i) above shall apply to any replaced goods provided hereunder during the unexpired portion of the undertaking period applicable to the goods for which the replacement has been performed.
(iv) Other than stated above, the Company undertakes no liability whatsoever in respect of goods sold by it, and shall in no circumstances be liable in respect of loss, damage or delay, injury or expense direct or consequential suffered at any time whether before or after goods may have been repaired or replaced and howsoever caused, even if caused by negligence or break of duty by the Company, its servants or agents. The terms set out herein are conclusive of the relations between the Company and the Purchaser and the Company shall be under no liability whatsoever by reason of any representation, statement or warranty, nor shall there be implied in any contract of sale any terms condition or warranty statutory or otherwise.
(v) The Company shall not be liable for affixing any warning notices on the goods or their packaging which shall, where relevant, be the responsibility of the Purchaser, who as an expert in the field is deemed to have full knowledge of the goods, as regards safety and otherwise.
The Company shall not be liable in any circumstances for any losses of profit or economic loss which the Purchaser may suffer arising from use of the goods by the Purchaser or a third party.
Checking Goods
Unless the Purchaser gives written or verbal notice to the Company within 7 days from the date of arrival of the goods at the Purchaser’s premises or the destination agreed by the parties (as the case may be) that the goods are not in conformity with the Contract, the Purchaser shall be deemed to have accepted the goods and shall be bound to make payment therefor on the due date.
Indemnity
The Company shall not be liable for and the Purchaser shall indemnify and hold the Company harmless against all claims by any person in tort or for infringement or alleged infringement of patents copyright or registered designs or otherwise arising directly or indirectly in connection with work done by the Company on the goods in accordance with Purchaser’s specifications or with the siting or installation of the goods.
Health and Safety at Work
The attention of the Purchaser is drawn to the provisions of section 6 of the Health and safety at Work etc. Act 1974. The Company will make available upon request information on the design, construction and installation of the goods to ensure that as far as is reasonably practical they are safe and without risk to health when properly used. The installation of the goods requires a qualified person. They are not packed in a manner suitable for general sale it is the responsibility of the Purchaser to take such steps as are necessary to ensure that appropriate information relevant to the goods is made available to any person to whom the Purchaser supplies them.
Termination
Without prejudice to its other rights, the Company may by giving written notice to the Purchaser elect to terminate the Contract forthwith on the happening of any one of the following events:
(i) If the Purchaser shall repudiate or commit any serious breach of the Contract;
(ii) if the Purchaser shall commit any other breach of the Contract and shall not have remedied the same within one month of having been requested by the Company by notice in writing to do so;
(iii) if any distress or execution levied upon or against any of the chattels or property of the Purchaser is not satisfied within 21 days after the date of such levy or enforcement;
(iv) if the Purchaser is granted a moratorium by or enters into a composition of debts with its creditors;
(v) if the Purchaser shall commit any act of bankruptcy or, if any petition or receiving order in bankruptcy shall be presented or made against the Purchaser;
(vi) if an order be made on a resolution passed for the winding-up of the Purchaser, unless such resolution is made for the purposes of reconstruction or amalgamation;
(vii) if a receiver or equivalent officer is appointed of the undertaking of any of the property and assets of the Purchaser.
Descriptive Matter
Descriptive matter, illustrations, estimate of performance, dimensions and weights, contained in documents issued by the Company are to be regarded as being for guidance only and are not binding on the Company in any way. The Company’s policy is one of continuous improvement and the right to charge designs at any time without notice is reserved.
Force Majeure
In the event of the Company being delayed from performing the Contract by any cause beyond its reasonable control including strikes, lockouts, war, fire, accidents in the Company’s works and lack of raw-materials or utilities, whether or not the same was or might have been forseen when the Contract was concluded, the Company shall be under no liability for loss or damage suffered by the Purchaser, and performance shall be suspended during the period of such delay, provided always that if such delay shall exceed 6 months, either the Company or the Purchaser may give written notice terminating the Contract as to further deliveries or work.
English Law
This Agreement shall be governed by English law and the Purchaser hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts or at the Company’s option any other Court or competent jurisdiction.
Terms and conditions of sale, delivery and payment (EXPORT)
Prices and Specifications
Prices and specifications are subject to changes without prior notice. Prices are stated in EURO (€), VAT not included. Prices are based on products with voltage range 220-240 V and 50 Hz. Different voltages charged separately.
Ordering
Only written orders will be accepted, after having been confirmed by Gamko Horecatechniek BV.
Terms of delivery
All prices are ex-works prices Etten-Leur the Netherlands, unless otherwise indicated.
Delivery period
Indicated delivery periods can only be considered as being approximate. Gamko Horecatechniek BV cannot be held liable for any delay in delivery, howsoever caused.
Payment
Payment of goods will have to be effected in EURO (€), unless otherwise agreed upon. Payment terms indicated on order confirmation will apply. If the purchaser fails to pay in time, he shall be considered in default by law. Gamko Horecatechniek BV shall have the right to charge interest at a rate of 1,5% per month on the instalment due but not yet paid.
Warranty
Gamko Horecatechniek BV will supply free of charge and expenses, any products or parts which on examiniation shall be found to have been thus defective, after presenting the faulty components to Gamko Horecatechniek BV, within a period of 12 months after delivery. Spare parts will only be delivered within a time span of 10 years after production date. Labour and transport costs of technician are excluded. Warranty cases can only be dealt with if: complaint is reported within 1 week after first
occurrence; product is original Gamko and no alterations are made on the product; invoice payment is not due; this warranty does not apply for equipment that has been misused / demaged by outside forces.
Packaging
All prices include proper packaging of the products.
Liability
Apart from serious fault, Gamko Horecatechniek BV cannot be held liable for any damage including loss of profit, other consequential damage or damage as a result of liability to third parties.
Property of the goods
All goods supplied by Gamko Horecatechniek BV will remain the sole property of Gamko Horecatechniek BV until client has paid the agreed price in full.