STANDARD CONDITIONS OF SALE
1. GENERAL
The following conditions issued by George Lane & Sons Ltd. (“the Seller”) apply to any contract of which these conditions form part to the exclusion of any conditions or order or purchase of the Buyer of any other standards, specifications, conditions or particulars of or adopted by the Buyer, unless expressly accepted in writing by the Seller as part of the contract.
“Goods” means the subject matter of the contract including (but not limited to) raw materials, finished or semi-finished materials or articles, machinery, parts, spares, commodities etc., and whether one or a number of items, whether or not identical or similar. These conditions apply to installations, inspection, maintenance and any other services provided by the Seller in the same way as they apply to Goods supplied by the Seller.
2. QUOTATIONS
Quotations do not constitute an offer by the Seller to supply the Goods or carry out the work referred to therein and no order placed in response to a quotation will be binding unless accepted by the Company in writing whereupon these conditions shall be deemed to be incorporated in the contract. All such acceptances by the Company will be subject to availability of the necessary materials and to the Buyer being able to provide any necessary authorisation and or licences and the same remaining valid.
3. PRICE
i) The prices stated in the contract is based on the cost of the Seller of materials, fuels and power, transport and labour at the date of acceptance of the order. If the date of despatch of the Goods from the Seller’s works (or in the case of services the date of provision of the service) there has been any increase in all or any of such costs, the price payable for the Goods may at the option of the Seller be increased accordingly.
ii) Where the price for the Goods is varied in accordance with this condition the price as varied shall be binding on both parties and shall not give either party any option of cancellation.
iii) There shall be added to the price for the Goods any Value Added Tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the Goods (whether initially charged on or payable by the Seller or the Buyer).
iv) The price includes packing Ex works. If any other commercial terms are agreed they shall be in accordance with the definitions and rules in Incoterms 2010, except as expressly provided for in these conditions or in the contract. If the Buyer requests the Seller to deliver the Goods all costs incurred in delivering the Goods will be for the account of the Buyer.
v) The Seller uses all reasonable endeavours to ensure, where necessary the suitability of packing, but no claim will be accepted by the Seller for damage in transit on the grounds of alleged unsuitability for packing.
vi) All prices are quoted in pounds sterling unless otherwise specified and all payments must be made in pounds sterling unless otherwise expressly agreed.
4. TERMS OF PAYMENT
i) Prices quoted are net. Subject to credit being approved accounts are due for payment not later than 30 days from date of invoice: otherwise payment must be received by the Seller before despatch from the Seller’s works. All payments shall be made without deduction or set off. When deliveries (or the provision of services) are spread over a period each consignment will be invoiced as despatched and each month’s invoices will be treated as a separate account and be payable accordingly. Failure to pay for any Goods or for any delivery or instalment shall entitle the Seller to suspend further deliveries and work both on the same order and on any other from the Buyer without prejudice to any other right the Seller may have. The Seller also reserves the right to charge interest on overdue accounts at the rate of 2% per month. The Seller reserves the right where genuine doubt arise as to a Buyer’s financial position or in the case of failure to pay for any Goods or any delivery or instalment as aforesaid to suspend work on and delivery of any order or any part of instalment without liability until payment or satisfactory security for payment has been provided.
ii) In the case of sales FOB United Kingdom port, unless otherwise agreed, the Buyer shall upon request by the Seller nominate a vessel willing to receive the Goods. Failing such a nomination within thirty (30) days (or such longer period as may be agreed by the Seller) the Seller shall be entitled to require immediate payment for the Goods and to place the Goods in store at the risk and expense of the Buyer or to treat the contract as discharged and dispose of the Goods.
iii) If the contract stipulates that payment is made by letter of credit it shall be an express condition of the contract that the letter of credit is irrevocable and is drawn on or confirmed by a first class United Kingdom bank paid over United Kingdom counter and all the appropriate documentation is presented to the Seller when requested by the Seller or otherwise in accordance with the contract.
5. DELIVERY AND COMPLETION DATES
i) The delivery or performance dates specified in the contract are approximate only and, unless otherwise stated, time is not of the essence for delivery.
ii) The Seller will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver if the duration of the delay is not substantial or if the delay or failure is due to Act of God, fire, inclement or exceptional weather conditions, industrial action (whether at the Seller’s premises or elsewhere), hostilities, breakdowns, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or non-performance by suppliers or sub-contractors, governmental order or intervention (whether or not having the force of law) export restrictions (whether or not existing at the date of the contract) or any other cause whatever beyond the Seller’s control or of an unexpected nature.
iii) No delay shall entitle the Buyer to reject any delivery of any further instalment or part of the order or any other order from the Buyer or to repudiate the contract or the order.
iv) The Seller cannot undertake to meet any schedule of the Buyer’s requirements supplied after the date of the contract and will have no liability whatever for delay in meeting or failure to meet all or any of such requirements (howsoever such failure or delay may arise) unless and to the extent that the Seller expressly agrees to meet such requirements, in which paragraph (ii) of this Condition shall apply.
6. DELAYED ACCEPTANCE
If for any reason the Buyer is unable to accept delivery of the Goods when the Goods are due and ready for delivery the Seller shall be entitled to invoice the Buyer for the goods and may arrange storage of the Goods and the Buyer shall be liable to the Seller for all reasonable costs (including insurance) incurred by Seller. This provision is without prejudice to any other right which the Seller may have in respect of the Buyer’s failure to take delivery of the Goods or to pay for them in accordance with the contract.
7. PASSING OF TITLE AND RISK
i) The risk in the Goods shall pass to the Buyer:
(a) Unless the contract otherwise stipulates when the Goods are despatched from the Sellers works and the Seller accepts no responsibility for any damage or loss in transit.
(b) If the Goods are appropriated to the Buyer but kept at the Supplier’s premises upon collection of the Goods by the Buyer or upon the expiry of 7 days from the Seller’s written notice to the Buyer that such Goods are ready for delivery whichever is the earlier.
ii) Notwithstanding sub-clause (1) above absolute property in and title to the Goods shall remain vested in the Seller and the Buyer shall keep the Goods as bailee and trustee for the Seller (returning the same to the Seller upon request) until the price thereof has been paid in full together with any interest and all other sums due in respect thereof from the Buyer in accordance with the order and until payment in full has been received by the Seller for any other Goods supplied by the Seller and of any other monies due from the Buyer to the Seller on any account.
iii) Pending payment for Goods as aforesaid the Buyer shall not mix or incorporate the Goods with any other goods and shall keep the Goods suitable marked or otherwise plainly identified that they are the property of the Seller.
iv) Pending payment for Goods as aforesaid the Buyer shall store them separately and in such a way that they can be identified as the property of the Seller, and the Seller shall be entitled to direct the Buyer not to resell the same or remove them from where they are located without consent. Any Goods in the Buyer’s possession shall be presumed not to have been paid for unless the Buyer can prove otherwise and the Seller shall have the right to appropriate any payment made by the Buyer to any invoice or invoices (whether or not due at the time of payment) in the Seller’s absolute discretion.
v) If pending payment for Goods as aforesaid the Buyer shall sell or otherwise dispose of the Goods or make any insurance claim in respect thereof, the Buyer shall not give any warranties or incur any liabilities on behalf of the Seller and the proceeds of any such sale or other disposition (or claim hereto) or any such insurance proceeds (or claim thereto) shall belong to the Seller and be held by the Buyer as trust funds to the extent of all sums due to the Seller in respect of such Goods, and the Buyer shall pay such proceeds into a separate account.
vi) At any time prior to full payment (whether or not payment is then overdue) the Seller may (without prejudice to any of its other rights) retake possession of the Goods or any part thereof and may enter on the Buyer’s premises by its employees or agents for that purpose or for the purpose of ascertaining whether the Buyer is complying with the provisions of this clause.
vii) Any Goods repossessed by the Seller may be resold on such terms as the Seller may determine and the Buyer shall remain liable to the Seller for the difference between the net proceeds of such resale and all outstanding sums due to the Seller in respect of such Goods and for all costs and expenses incurred by the Seller in repossessing, storing and reselling the same.
viii) Nothing in this clause shall give the Buyer any right to return Goods sold by the Seller and the Seller may sue the Buyer for the price when due (without prejudice to its other rights) notwithstanding that property therein may not have passed to the Buyer.
ix) The Buyer’s rights to use the Goods or to sell them prior to full payment may be terminated forthwith by written notice given by the Seller to the Buyer and shall automatically terminate with or without such notice if a receiver is appointed over any of the assets or the undertaking of the Buyer or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation (otherwise than for the purpose of solvent reconstruction or amalgamation) or calls a meeting of or makes any arrangement or composition with its creditors generally or commits any act of bankruptcy or allows execution or distress to be levied against its goods and in the event of a Receiver or Liquidator of the Buyer being appointed, such Receiver or Liquidator shall pay into a separate bank account any sums received from third parties in respect of sales to them of Goods or Products by the Buyer up to the amount of any indebtedness of the Buyer to the Seller for the sole benefit of the Seller.
8. WARRANTY: LIMIT OF RESPONSIBILITY
The Seller warrants that it will (at the Seller’s choice) either repair or replace, or refund the full purchase price of any Goods which are accepted by the Seller as being defective or not in accordance with the contract or any express description or representation given or made on behalf of the Seller in respect of the Goods within a period of 6 months from despatch of such Goods from the Seller’s works (“the Warranty Period”). The Buyer’s remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Goods or any workmanship in relation thereto (whether or not involving negligence on the part of the Seller) shall in all cases be limited to repair or replacement of the Goods or to a refund of the purchase price of the goods as aforesaid and any condition of warranty implied by law shall cease to apply after the expiry of the Warranty Period and the Seller shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law. A claim in respect of any defect or failure to comply with the specification or order or in respect of any delivery or instalment of an order or any part thereof shall not entitle the Buyer to cancel or refuse delivery of or payment for any other order, delivery or instalment or any part of the same order, delivery or instalment. The Seller will require a reasonable period of time to carry out any repairs or replacements.
9. INDEMNITY
The Buyer agrees upon demand to indemnify the Seller against death of or injury to persons or loss of damage to property or for or in respect of any claims, demands, proceedings, damages, costs charges and expenses in respect thereof or in relation to the extent that same are caused by or related to:-
(a) defective materials or products supplied by the Buyer to the Seller and incorporated by the Seller in Goods produced by the Seller for the Buyer; or
(b) the improper incorporation, assembly, use, processing, storage or handling of Goods by the Buyer; and
(c) designs, drawings or specifications given to the Seller by the Buyer in respect of Goods produced by the Seller for the Buyer.
(d) Any act, neglect or breach of statutory duty done or committed by the Buyer his agents servants or other contractors (not being employed by the Seller).
10. MODIFICATIONS
Any extra work, requirement or modifications in relation to the Goods or their installation which is expressly specified in the contract or which is expressly excluded by these conditions and which the Buyer requests shall, if the Seller is able and willing to agree thereto, be charged extra (including an appropriate allowance for profit) to the extent that such extra work, requirement or modification increases the cost to the Seller of performance of the contract and the Seller shall be allowed a reasonable extension or postponement of performance or delivery dates required to comply with any such request.
11. CUSTOMERS SPECIFICATIONS
i) The Seller is entitled to assume that all drawings, descriptions, specifications and other information supplied by the Buyer to the Seller, whether written or verbal, is in all respects complete, accurate and entirely suitable for the Buyer’s requirements.
ii) Unless otherwise expressly agreed, the Seller shall have no responsibility for the performance, suitability or durability or any Goods or any materials or workmanship comprised therein to the extent that the same is manufactured in accordance with the Buyer’s designs, drawings, standards or specifications.
iii) Where the drawings, standards or specifications are not supplied by the Buyer, only those which are specifically made by the Seller and charged to the Buyer in full shall when paid for by the Buyer, become the property of the Buyer.
iv) The Seller will take all reasonable care of the Buyer’s drawings, standards or specifications while in the Sellers possession but does not accept liability or loss or damage thereto howsoever arising, except where neglect on the part of the Seller or its agents was the direct cause or loss or damage and in those circumstances the Seller’s liability shall be limited to the actual cost of replacement or repair to the exclusion of all other expenses, consequential loss, loss of profits and other expenses, liabilities and losses howsoever arising.
v) The Seller reserves the right to destroy or otherwise dispose of drawings, standards or specifications in its possession or custody (whether or not the property of the Buyer) from which the Buyer has not required the goods to be made for a period of twelve months.
12. CONFIDENTIALITY: PATENTS ETC.
i) Any drawings, samples, specifications or other technical information supplied to the Buyer by the Seller in connection with the contract are provided on the express understanding that the Buyer will not disclose, give, loan, exhibit or sell such drawings, samples, specifications or other technical information to any third party and that the Buyer will not use them in any way except in connection with the Goods or services provided hereunder. The copyright in all documents provided by the Seller will remain vested in the Seller.
ii) The Buyer shall indemnify the Seller against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement of any patent, registered design, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Seller with the Buyer’s specific requirements, designs or specifications.
13. HEALTH AND SAFETY
Sellers duties under Health and Safety at Work Act 1974:
i) Insofar as the Seller is under a duty pursuant to S.6 of the Health and Safety at Work Act 1974 in respect of the design manufacture and supply of any goods for use at work the Buyer shall be deemed to have been afforded by the Seller:
a) reasonable opportunity for the testing and examination of the Goods or materials prior to delivery to the Buyer in respect of their safety and any risk to health; and
b) adequate information about the Goods and materials in respect of the use for which they are designed and have been tested and of any conditions necessary to ensure that when put to use they will be safe and without risk to health whether or not the said information has been requested by the Buyer.
ii) Where the Buyer receives information from the Seller about
a) the use for which the Goods are designed
b) any conditions necessary to ensure that the Goods will be safe and without risks to health when being set, used, cleaned or maintained by any person at work or when the Goods are being dismantled or disposed of; and
c) revisions to information supplied under (a) and (b) above, as is necessary because of it becoming known that any thing that gives rise to a serious risk to health or safety, the Buyer is deemed to have read and understood the above information and agrees to pay due regard to it, and hereby undertakes to take such steps as may be specified by the above information to ensure that so far as is reasonably practicable the goods will be safe and without risk to health.
14. LOSS OR DAMAGE IN TRANSIT
The risk in the Goods passes to the Buyer when specified by clause seven above, and the Seller accepts no responsibility for any damage, shortage or loss in transit thereafter. Claims for any damage, shortage or loss in transit should be notified immediately by FAX, e-mail or by telephone, subsequently confirmed in writing to the carrier and to the Seller and the Carrier’s conditions in relation to claims for damage, shortage or loss in transit must be strictly complied with. If the carrier’s conditions are not strictly complied with the Buyer will indemnify the Seller against all loss resulting therefrom.
15. SUB-CONTRACTING
The Seller reserves the right to sub-contract the whole or any part of the contract.
16. PERMITS ETC.
Where appropriate the Buyer shall obtain within fourteen (14) days of making the contract or such other period as the Seller may agree and shall maintain in full force all necessary permits:
i) To enable the Goods to be imported into the country of destination;
ii) To enable payment to be affected in accordance with the contract. Written confirmation thereof, including the permit number, date and period of validity, shall be furnished to the Seller which shall be under no obligation to manufacture or supply the Goods before receipt thereof. In the event of any breach of this obligation, the Seller shall be entitled without prejudice to any of their remedies to cancel the contract.
17. TERMINATION
If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the court shall make an order that the Buyer should be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Buyer or if circumstances shall arise which entitle the Court or a Creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the Court to make a winding up order or if the Buyer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Buyer shall, in the opinion of the Seller, become impaired or if the Buyer shall commit any breach of any part of the contract the Seller may without prejudice to its rights and remedies hereunder stop all Goods in transit and suspend further production and deliveries and by notice in writing to the Buyer may forthwith determine the contract.
18. FORBEARANCE
No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as a waiver of any of these conditions.
19. SEVERANCE
If any provision of the terms and conditions of the Contract is declared by any judicial or other competent authority to be void then the remaining terms and conditions of the contract shall not be affected by such declaration and shall remain in full force and effect.
20. ASSIGNMENTS
None of the rights or obligations of the Buyer under the contract may be assigned or transferred in whole or in part without the prior written consent of the Seller.
21. APPLICABLE LAW
The contract shall in all respects be governed by and construed in accordance with English law and Buyer hereby submits to the non-exclusive jurisdiction of the English Courts.
22. EU COOKIE LAW
As of 26th May 2012 the Privacy and Electronic Communication Regulations, commonly known as the EU Cookie Law, came into place. The Information Commissioners Office is responsible for implementing the law in the UK.
Read below for details of how to view the cookies from the George Lane and Sons Ltd. You can also read about the types of cookies used on the wire belts manufacturer’s website and the cookie’s function. The George Lane website has four main cookies on their website which collect basic information.
How to View the Cookie
Firstly, you can view the cookies placed onto your browser via the George Lane website. Whatever internet browser you’re using (Internet Explorer, Firefox, Google Chrome) you can view and delete the cookies. Here are those instructions. You can also use the Help menu in each of these browsers.
To view the cookies in Internet Explorer, click on the TOOLS button. Then click the INTERNET OPTIONS button, where you will see a panel and a tab labelled General. In that tab you will see Browsing History, where you Select the Cookies check box, and then click Delete.
In Firefox, click the TOOLS and then click OPTIONS. Click on the PRIVACY tab where you will see the button Show Cookies. By clicking that button you can view every cookie on your browser and under George Lane, you will see the cookies from the wire belts manufacturer. You will see a button where you can Remove Cookies.
In Google Chrome, firstly click the ‘wrench icon tools menu’ on the browser toolbar. Then click the Settings button. After which you will see the Content Settings button that you also click. Then click the Show advanced settings button and you will see a button saying ‘All cookies and site data.’ Simply click the Remove all to remove every cookie on your browser. Or click just the Remove button to delete specific cookies.
George Lane has six cookies on their website. Below is an explanation of their function and the timescale for which they will stay in your browser if not deleted.
Cookie 1: utma
This cookie is added to your browser when you first visit the George Lane website from web browser. If you deleted the cookie in your browser, and then you visit the website again using the browser, a new __utma cookie will be added with a different ID. This cookie is used to determine unique visitors to the George Lane website and is updated with each page view. Google Analytics uses the information from this cookie to calculate things like Days and Visits to purchase. This cookie will not expire from your browser, unless you delete it using the instructions above.
Cookie 2 and 3: __utmb __utmc
The utmb and the utmc cookies are similar. Their function is to calculate how long a visit takes. The utmb cookie calculates the exact moment in time when a visitor enters a site. This cookie expires at the end of the session. The utmc cookie calculates the moment in time when a visitor leaves the wire belts manufacturers website. As far as the timescale in which it stays in your browser is 30 minutes, before the cookie expires. The utmc cookie has no way of knowing when a user closes their browser or leaves a website, so it waits 30 minutes for another pageview to happen, and if it doesn’t, it expires.
Cookie 4: __utmz
This cookie stores the information of how the web-user visits the George Lane website. It collects such information as to what search engine they have used, whether they have connected to the website via a direct method, or a backlink from a directory or social-media website. The main function of the utmz cookie is to calculate search engine traffic, ad campaigns and page navigation within the website. The cookie is updated with each page view to your site. The length of time the cookie will take to expire from your browser unless deleted is 6 months.
George Lane will happily answer any questions related to their website’s cookie policy. If you have any questions please click on the Contact Us page to either telephone the wire belts manufacturer or email then your enquiry.
Terms and Conditions revised August 2012