Terms and Conditions


This website is owned and operated by Gaslow International Ltd.  Company Number 1366914
Registered Address: 1 Derby Road, Eastwood, Nottingham, NG16 3PA

Gaslow International Ltd 

CONDITIONS FOR SALE OF GOODS

01/2008

1.       Definitions

1.1              “Company”                           means Gaslow International Limited

1.2              “Conditions”                          means these terms and conditions of sale

1.3              “Customer”                           means the person who buys or agrees to buy the Goods from the Company

1.4              “Goods”                                 means the goods which the Customer agrees to buy from the Company

1.5               “VAT”                                  means United Kingdom Value Added Tax

2.       Conditions Applicable

2.1              These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order confirmation of order or similar document.

2.2              All orders for Goods should be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.

2.3              Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.

2.4              Any variation to these Conditions (including any special terms and conditions agreed between the Company and the Customer) shall be inapplicable unless agreed in writing by the Company.

3.       The Goods and the Price

3.1              The quantity and description of the Goods shall be as set out in the Company’s quotation.

3.2              The price payable for the Goods shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the published price list of the Company current at the date of acceptance of the order for the Goods which shall be an ex-works price unless otherwise expressly agreed. The price payable in respect of the Goods is exclusive of VAT which shall be due at the rate ruling on the date of the Company’s invoice.

4        Delivery of the Goods

4.1              Delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises at Castle Business Park, Loughborough, England at any time after the Company has notified the Customer that the Goods are ready for collection or if some other place for delivery is agreed by the Company delivering the Goods to that place.

4.2              Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

5.       Payment Risk and Title

5.1(a)         Payment for Goods ordered and delivered shall be made to the Company within 30 days of the date of the invoice supplied by the Company to the Customer in respect of the Goods.

5.1(b)         Payment for Extended Runflats ordered shall be made to the Company as follows: 50% with Order and 50% before dispatch.

5.2              Interest on overdue invoices shall accrue from the date upon which payment becomes due pursuant to clause 5.1 of these Conditions from day to day until the date of payment at a rate of 2% above the base rate from time to time in force of the National Westminster Bank plc and shall accrue at such a rate after as well as before any judgment.

5.3              Risk in the Goods shall pass to the Customer on delivery. Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in and/or title to the Goods shall not pass to the Customer until the Company has received in full in cash or cleared funds all sums due in respect of the products and all other sums which are or which become due to Gaslow from the customer on any of its accounts.

5.4              Until such time as the property in and/or title to the Goods passes to the Customer the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property.

5.5              Until such time as the property in and/or title to the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, for the company or its agents to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

5.6              The Company hereby authorises the Customer to use and/or sell the Goods in the normal course of the Customer’s business. If the Customer sells the Goods prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for the Company and shall immediately pay the proceeds of sale into a separate bank account. The Company shall be entitled to call upon the Customer to assign all claims that the Customer may have against purchasers from the Customer.

5.7              The Customer 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 Company.

6. Returns Procedure

6.1             Goods incorrectly ordered: The Customer must notify, with the delivery note number, the Company within 7 days of delivery. The Company will issue a Returns Note Number, to be quoted on any related correspondence. On receipt of this, goods may be sent to the Company’s Distribution Centre (see below), carriage paid by the Customer, who must be able to provide a Proof of Delivery receipt if required. On receipt of the Returns in good condition the Company will issue a Credit Note, less any original delivery costs incurred by the Company.

6.2             Goods Supplied Incorrectly: The Customer must be notified, with the delivery note number, the Company within 7 days of delivery. The Company will issue a Returns Note Number, to be quoted on any related correspondence. If the Company have supplied incorrectly against a written order or in variance of the Delivery Note a full Credit will be issued. It is the Customer’s responsibility to re-package the goods and clearly mark with the Company’s Distribution Centre address (see below) and the Company will arrange and pay for collection. The Company reserves the right not to automatically accept Returns if there is a dispute regarding an order placed verbally and not confirmed in writing, fax or e-mail.

6.3             Goods Returned for Exchange: If it is agreed goods are to be exchanged, the Company will issue a Returns Note Number, to be quoted on any related correspondence. On receipt of this, goods may be sent to the Company’s Distribution Centre, carriage paid by the sender, who must be able to provide a Proof of Delivery receipt if required. On receipt of the Returns in good condition the Company will exchange goods, carriage paid, or not, as prior agreed in writing.  (Gaslow International Limited, Castle Business Park, Pavilion Way, Loughborough LE11 5GW)

7.       Warranties and Claims

7.1              Subject to the conditions set out in clause 7.2 of these Conditions the Company warrants that the Goods will correspond with any specification agreed for them at the time of delivery and will be of satisfactory quality

7.2              The above warranty is given by the Company subject to the following conditions:-

7.2.1           the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;

7.2.2           the Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval;

7.2.3           the Company 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 on or before the due date for payment;

7.2.4           the above warranty does not extend to parts, materials or equipment not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

7.3              Where any valid claim in respect of any of the Goods pursuant to the warranty contained at clause 6.1 of these Conditions is notified to the Company in accordance with clause 6.4 of these Conditions the Company shall be entitled to replace the Goods (or the part in question) free of charge or at the Company’s sole discretion refund to the Customer the price for the Goods (or a proportionate part of the price for the Goods as the case may be) but the Company shall have no further liability to the Customer.

7.4              Any claim by the Customer 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 Customer) be notified to the Company within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within fourteen days after discovery of the defect or failure. If delivery is not refused and the Customer does not notify the Company accordingly the Customer shall not be entitled to reject the Goods or any part thereof and the Company shall have no liability for any such defect or failure and the Customer shall be bound to pay the full price due in respect of the Goods.

8. Liability

                   Clause 6 of these Conditions sets out the entire liability of the Company and except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer 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 any contract between the Company and the Customer in respect of the Goods, 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 Company, 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 Company and the entire liability of the Company relating to the Goods shall not exceed the price of the Goods.

9. Insolvency

If the Customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or if the Customer being a company has a winding up petition against it or being a person commits an act of bankruptcy or has a bankruptcy petition against him, the Company, without prejudice to any other remedies:

9.1              shall have the right not to proceed further with any contract with the Customer or any other work for the Customer and shall be entitled to charge for work carried out (whether completed or not) on a time spent and materials supplied basis, such charge to be an immediate debt due to the Company and

9.2              in respect of all unpaid debts due from the Customer the Company shall have a general lien on all Goods and property of the Customer in its possession (whether worked on or not) and shall be entitled on the expiration of fourteen days notice in writing by the Company to the Customer to dispose of such goods or property in such manner and at such price as the Company considers proper and to apply the proceeds of sale towards such debts and shall account to the Customer for any excess of the sale price over the debts after deducting the costs to the Company of such disposal.

10. Force Majeure

                   The Company shall be under no liability if it shall be unable to carry out any provision of any contract with the Customer for any reason beyond its reasonable control including (without limitation) import or sale restrictions in any jurisdiction, act of God, legislation, war, fire, flood, drought, failure of power supply, lockout, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of any contract between the Company and the Customer. During the continuance of such a contingency the Customer may by written notice to the Company elect to terminate the contract between the Company and the Customer and pay for work done and materials used to the date of receipt of that notice by the Company, but subject thereto shall otherwise accept delivery when available.

  1. 11.       Law and Jurisdiction

                   These Conditions and all other terms of the contract shall be governed and construed in accordance with the laws of England and the Company and the Customer submit to the non-exclusive jurisdiction of the English Courts.