Gillard Cutting Technology is a trading name of Peter Gillard & Co. Limited.
Peter Gillard & Co. Limited is registered in England under no. 1034752.
Registered office: Alexandra Way, Tewkesbury, GL20 8NB, UK.
Registered for VAT under no. GB 207 7061 81.
© Copyright 2008 Peter Gillard & Co. Limited. All rights reserved.
Servo-Torq® is a registered trademark of Peter Gillard & Co. Limited
Vac-U-Torq® is a registered trademark of Peter Gillard & Co. Limited
Accra-Feed™ is a trademark of Peter Gillard & Co. Limited.
Due to our policy of continuous design, material and manufacturing improvement we retain the right to amend specifications and withdraw products from sale without any prior notice.
Please see below our Terms & Conditions of Sale for our terms of business.
The terms and conditions set out below are those upon which Peter Gillard & Co. Limited also trading as Gillard Cutting Technology (“the Company”) is willing to contract and no addition thereto or variation therefrom shall apply unless accepted in writing by the Company. Any tender, quotation or acceptance of order made by or given by the Company shall be subject to the following conditions:
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Terms of Payment
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| (a) |
On credit accounts approved by the Company unless otherwise agreed the terms of payment by the Customer shall be: |
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(i) |
On all contracts for the supply of materials or services not exceeding Five Thousand Pounds (£5,000.00) or its equivalent in the currency of the
contract, net cash payable by the 25th day of the month following the month of invoice. |
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(ii) |
On all other contracts the Company reserves the right to call for payments by instalments comprising the payment of 40% of the price with order, 50% of the price upon notification of readiness to despatch from the Company’s factory and the remaining 10% 30 days from notification of readiness to despatch. |
| (b) |
Where credit facilities do not exist terms of payment will be cash with order. |
| (c) |
Time of payment shall be of the essence of the contract and the Company shall be entitled to charge interest at the rate of three percentum (3%) above the base lending rate of the Company’s bankers current from time to time on all overdue accounts the due date until the dated payment whether before or after judgement and the Company reserves the right to postpone fulfilment of its own obligations or suspend work until such overdue payment is made. |
| (d) |
The Company reserves the right to withhold deliveries if: |
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(i) |
The Customer shall fail to comply with any request for payment made by the Company at any time prior to delivery, irrespective of whether the order has been accepted on credit terms or otherwise. |
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(ii) |
Payment for previous deliveries to the Customer under any contract has not been made on due date. |
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Prices
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| (a) |
Prices are quoted ex-works unless otherwise stated. |
| (b) |
It is an express condition that the Company may at any time in its discretion amend the price for all or any part of the goods that are to be supplied under the contract to the current price for such goods at the time of delivery. In the event that the quality ordered is different from that originally quoted for the Company reserves the right to amend the price. |
| (c) |
Prices are quoted on the basis of cost of labour, materials, transport, overheads, currency and taxation at the date of quotation. The Company may at its discretion add to quoted prices any increase in such costs or any added cost resulting from Government orders or regulations (whether new or existing) arising after the date of quotation to date of acceptance of materials and services or where the Company is responsible for installation the date of practical completion. |
| (d) |
The Company reserves the right to make an additional charge in respect of variations requested by the Customer and agreed by the Company to the terms and specifications of the contract and in circumstances where work of installation is on any basis other than that of one shift straight time working during normal working hours. |
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Delivery, Delay and Acceptance
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| (a) |
Dates quoted for delivery and performance are subject to confirmation at the time any order is placed. The Company shall not be liable for loss or damage occasioned by delay nor shall the Customer have any right to impost penalties or to cancel the order for delay from any cause. |
| (b) |
The Customer shall notify the Company in writing of all necessary forwarding instructions within seven days of notification that materials are ready for despatch and in the event of delay in such instructions the Customer shall pay the costs and expenses including a charge for storage occasioned thereby and the Company shall be entitled to arrange transport and storage at the Customer’s expense and risk at suitable alternative premises to those of the Company. |
| (c) |
The Customer shall be deemed to have accepted/taken over the materials and services on the date of practical completion and minor defects that do not affect their use for the purpose for which they were intended shall not delay the terms of payment. |
| (d) |
Upon completion of assembly at our works or site installation or commissioning (should this be part of the contract) the Company shall notify the Customer in writing of the readiness of the equipment for inspection.
The Customer will then nominate a date for the acceptance tests to take place. Within ten (10) days after notification of readiness for inspection the Customer will accept the work or notify the Company in writing of anything believed to be required to be done to make the work acceptable.
Unless otherwise agreed, failure to provide within such ten (10) day period written notification of work to be undertaken in order to comply with the agreed specification will be deemed to constitute acceptance.It is understood that if the work conforms with the specification agreed at the time of placing the order by the Customer the work will be accepted by the Customer and the Customer will not seek to vary the specification. Any commercial use by the Customer or the Customer’s assignee or any other user of the goods or work (other than by way of testing purposes) will be deemed to constitute an acceptance by the Customer of the goods or work. |
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Risk and Title
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| (a) |
Risk shall pass to the Customer on delivery to the Customer or to his agent or any carrier acting for the Customer (including any such agent or carrier instructed by the Company acting on behalf of the Customer). |
| (b) |
The property in materials supplied shall remain vested in the Company and the Customer shall hold materials supplied as bailee only until the Customer shall have paid the Company all sums owing from the Customer in respect of goods delivered by the Company. In the event of any resale by the Customer of the Company’s goods the beneficial entitlement of the Company shall attach to any claim against the Customers purchases and to any proceeds of that sale so that such claim or proceeds of sale shall be held in trust for the Company and the Customer shall have a fiduciary duty to account to the Company for that claim and any proceeds of sale. Where proceeds of such a resale are received by the Customer he shall keep them in a separate account as agent for the Company until the proceeds are handed over to the Company. The Company shall account to the Customer for any excess of such monies over the amount due to the Company. |
| (c) |
The Customer grants an irrevocable licence for the Company or its agents with or without vehicles to enter onto the Customers premises to take possession of the Company’s goods at any time prior to payment of the sums owing to the Company. |
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Carriage and Packing
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Unless otherwise stated, prices quoted are ex-works and the Company will charge for packing and carriage to the agreed point of delivery. |
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Loss or Damage in Transit
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Consignments must be inspected in the presence of the carrier. If any goods are damaged or lost, the consignment note must be endorsed accordingly and the Buyer must notify the Company within 48 hours of delivery, such notification to be confirmed in writing within the following five (5) days. In the absence of notification as described above, the Buyer shall be deemed to have accepted the goods. |
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Cancellation
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No cancellation or variation of an order or variation to the terms and specifications of the contract will be accepted by the Company other than by express agreement in writing and the Company reserves the right to charge for materials obtained work done costs incurred and loss of profit. In no case can cancellation be recognised or accepted within thirty (30) days prior to the agreed date of delivery. |
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Installation
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| (a) |
When work on site is undertaken the Customer shall provide: |
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(i) |
Safe and good access to the site for delivery of plant and materials together with loading facilities. |
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(ii) |
A clear level site with sufficient space adjacent for the placing of materials. |
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(iii) |
The necessary foundations and cover over the site to protect materials and construction work. |
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(iv) |
Water, light, compressed air, power and any lifting gear necessary in connection with the installation of materials supplied, the Customer undertaking all filling in or making good of floors, roofs and provision of cover plates over inspection pits and other engineering work including removal of rubbish. |
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(v) |
Health and Safety facilities, which may be required by law, under regulations current from time to time for employees of the Company while they are engaged at the Customer’s premises in the performance contract. |
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(vi) |
All service connections for fuel, electricity, air, water and drains both to main plant and auxiliary equipment. |
| (b) |
In the event that the Customer shall fail to produce the facilities or services specified above, then any extra costs incurred by the Company shall be paid for by the Customer and the Customer shall compensate the Company for any delay in payment consequent thereon. |
| (c) |
The Customer shall indemnify the Company in respect of all claims made or proceedings taken against the Company by any third party in respect of personal injury or damage to property (including damage as a result of fire or explosion) caused by or arising out of the materials or the installation thereof in any manner whatsoever except to the extent that it results from the negligence of the Company, it’s officers, servants or employees. |
| (d) |
All persons provided by the Customer to assist the Company shall in all respects remain employees of the Customer. |
| (e) |
Unless otherwise stated, a sufficient area of work shall be available daily to ensure reasonable continuity and any cost of standing time due to delays in the preparation of the site or it’s availability shall be paid for by the Customer. |
| (f) |
The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of it’s obligations. |
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Descriptions, Drawings, Data, Confidential Information
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| (a) |
As part of it’s commitment to quality, the Company reserves the right to change and improve the design of some or all of the component parts included in it’s quotation and thereafter supply accordingly. |
| (b) |
All drawings, documents and other information supplied by the Company are supplied on the express condition that the Customer shall not without the written consent of the Company: |
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(i) |
give away, lend, exhibit or sell such drawings or extracts therefrom or copies thereof or |
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(ii) |
use them in any way except for the purpose of installing or operating the materials for which they are issued. |
| (c) |
Illustrations, weights, measures, temperatures, capacities and performance schedules contained in the Company’s printed brochures and sales literature form no part of the contract. The Customer shall be responsible for the accuracy of all information and drawing supplied by it, and the Company shall be under no responsibility to check the accuracy thereof. |
| (d) |
Copyright in respect of all drawings and other documents prepared by the Company shall vest in and remain the property of the Company. |
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Trade Mark, Patents, Copyrights
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The Customer shall indemnify the Company against any claim made against the Company in respect of materials designed and supplied by the Company to the specification of the Customer. |
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Force Majeure
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The Company shall be excused from liability if performance of the contract is prevented or hindered by any cause whatsoever beyond the Company’s control and in particular, but without prejudice, to the generality of the foregoing by act of God, war, Government control, restrictions or prohibitions or any other Government act or omission whether local or national, fire floods, subsidence, sabotage, strike or lock out and shall not be liable for any loss or damage resulting from any such circumstances. |
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Planning permission, Licences, Regulations and Bye-Laws
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| (a) |
No responsibility is accepted by the Company for failure to comply with any statutory or other regulation or local bye-law affecting the site in use or the operation or construction of materials supplied and all consents and approvals required shall be obtained by the Customer. |
| (b) |
All fees or charges made by local authorities in connection with regulations or the passing of plans will be payable by the Customer and the Customer shall be responsible for seeing that the materials supplied comply with all health and safety at work regulations as installed. |
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Determination of contract
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The Company (without prejudice in payment of any sum falling due for a period of 53 days or shall default to any other rights) may determine any contract forthwith in any of the following events: |
| (a) |
If the Customer shall default in any of the Customer’s obligations to the Company. |
| (b) |
If the Customer shall make or offer to make any arrangement or composition with creditors or permit any act of bankruptcy or any petition or receiving order in bankruptcy should be presented or made against the Customer. |
| (c) |
Where the Customer is a limited Company, if any resolution or petition to wind up such Company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver of such Company’s undertaking property or assets or any part thereof shall be appointed or becomes subject to an administration order. |
| (d) |
If there occurs in any country any event which has an effect equivalent or similar to any (those mentioned) in (b) and (c) above. |
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Guarantee
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| (a) |
The Company agrees to replace or repair at it’s option materials supplied by it and proved to it’s satisfaction to be faulty (fair wear and tear or damage due to misuse or improper operation excepted) provided that such fault is notified in writing to the Company within twelve months from the original date of despatch from the Company’s work or those of it’s sub-contractors or two thousand hours of use whichever occurs first. Any replacement shall include free delivery to the Customer’s works. The Customer acknowledges and agrees that when replacement parts are fitted during the guarantee period parts removed are the Company’s property. |
| (b) |
In cases where the Company undertakes to supply materials or components only (i.e. no added value by the Company) the manufactures guarantee will apply instead of the guarantee under (a) above. |
| (c) |
This guarantee is given in lieu of custom usage or common law. The Customer hereby acknowledges: |
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(i) |
that it purchased the materials in a competitive market and that the bargaining strength of the Company was in no way a relevant factor in the purchase of the materials from the Company. |
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(ii) |
that the purchaser purchased the materials in the course of business and not for private use. |
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(iii) |
subject an expressly provided in these conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. |
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Minimum Order Charge
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The Company reserves the right to apply a service charge on all small value orders. |
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Special Manufacture
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Orders for goods specially manufactured for the Customer will only be accepted subject to the Company’s right to deliver and charge up to Ten percent (10%) more or less than the quantity ordered. The Company will not accept any restriction of it’s right to manufacture, sell or offer to any other Customer goods which may be manufactured specially for a specific Customer or Customers. |
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Consequential Loss or damage
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Save as expressly herein provided the Company shall have no liability to the Customer for any loss of profit or other loss or damage direct or consequential, whether in contract, tort or otherwise of whatsoever nature, even if advised of the possibility of such losses, or for any claim by any third party. |
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Indemnity
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The Customer shall indemnify the Company against all losses, liabilities, claims, costs and expenses that may result from loss of or damage to any property or injury to or the death of any person (including any employee of the Company) that may arise out of any act or omission of the Customer, his employees, agents or sub-contractors in connection with the contract. |
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Service
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Any service or advice which may be offered by the Company to users of its products is rendered in all good faith, but the Company shall not be liable for any loss or damage arising therefrom. |
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Returned Goods
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No returns will be accepted by the Company other than by express agreement in writing. Unauthorised returns received by the Company will be returned to the sender carriage forward. |
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Exclusion Provisions
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The Company does not exclude liability for either of the events specified in section 2 (I) of the UNFAIR CONTRACT TERMS ACT 1977 to the extent that it results from the negligence of the Company, its officers, servants or employees and accepts liability for any breach on its part of any undertaking as to title, quiet possession and freedom from encumbrance implied by statute. |
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Nominated Sub Contractors and Suppliers
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Where the contract between the Company and the Customer requires the Company to sub-contract part of the work to a named sub-contractor or to purchase components from a named supplier or the specification is such that some necessary components can only be purchased by the Company from a particular supplier or are manufactured only by a single manufacturer, although that supplier or manufacturer is not named in the contract (all of these cases being in this clause referred to as nominated sub contactors) then the following provisions shall apply: |
| (a) |
If the nominated sub-contractor will not undertake by the nominated sub-contract such obligations and liabilities as it will enable the Company to discharge its own obligations and liabilities to the Customer under the contract and will not agree to indemnify the Company against all claims and proceedings whatsoever arising out of failure by the nominated sub-contractor to perform the nominated sub contract, then the Company shall not be bound to discharge its own obligations to the Customer. |
| (b) |
If the nominated sub-contractor shall be in breach of the nominated sub-contract and that breach causes the Company to be in breach of its contract with the Customer, the Customer shall not enforce any award of any arbitrator or judgement which it may obtain against the Company except to the extent that the Company may have been able to recover the amount thereof from the nominated sub-contractor. |
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Exhibitions
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Except with the Company’s prior approval in writing, goods sold by the Company may not be exhibited or advertised in any show display or exhibition other than on the Customer’s own premises and may not be entered for any event. |
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EXPORT TERMS
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| (a) |
In these conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions but if there is any conflict the latter shall prevail. |
| (b) |
Where the materials are supplied for export from the United Kingdom the provisions of this clause shall (subject to any special terms agreed in writing between the Company and the customer) apply notwithstanding any other provision of these conditions. |
| (c) |
The Customer shall be responsible for complying with any legislation or regulations governing the importance of the Materials to the country of destination and for the payment of any duties thereon. |
| (d) |
Unless otherwise agreed in writing between the Company and the Customer the materials shall be delivered FOB the air or sea port of shipment and the Company shall be under no obligation to give notice under section 32 (3) of the Sales of Goods Act 1979. |
| (e) |
The Customer shall be responsible for arranging for testing and inspection of the materials at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the materials which would be apparent on inspection and which is made after shipment or in respect of any damage during transit. |
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MISCELLANEOUS
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| (a) |
No waiver by the company of any breach of the Contract by the Customer shall be considered as a waive of any subsequent breach of the same or any other provision. |
| (b) |
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby. |
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NON ASSIGNMENT
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The Customer shall not assign the benefit of any contract or any warranty or other provision to any person without the prior written consent of the Company. |
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LEGAL INTERPRETATION
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The contract is governed by English law. The Company reserves the right to refer for any dispute under the contract to arbitration in London in accordance with the Arbitration Act 1996 and any amendments thereto. |
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© Copyright 2005 Peter Gillard & Co. Limited. All rights reserved. |
