Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time by Global.
Consumer: an individual Purchaser who purchases the Goods from Global for their own personal use.
Contract: the contract between Global and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.
Force Majeure Event: has the meaning given in clause 10.
Global: Global Invacom Limited (registered in England and Wales with company number 02319127) whose registered office is at Canterbury First Floor, Freeman House, John Roberts Business Park, Pean Hill Nr Caterbury, Kent, CT5 3BJ VAT number GB594765678
Goods: the goods (or any part of them) set out in the Order.
Order: the Purchaser's order for the Goods, as set out in the Purchaser's purchase order form.
Purchaser: the person or firm who purchases the Goods from Global.
Specification: any specification for the Goods, including any related plans and drawings, that is supplied to Global by the Purchaser, or produced by Global and agreed in writing by the Purchaser.
Construction. In these Conditions, the following rules apply:
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors or permitted assigns.
A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written includes faxes and e-mails.
Basis of contract
These Conditions apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Order constitutes an offer by the Purchaser to purchase the Goods in accordance with these Conditions. The Purchaser shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
The Order shall only be deemed to be accepted when Global issues a written acceptance of the Order, at which point the Contract shall come into existence. The Purchaser shall have no right to cancel an Order or reschedule delivery, other than provided for in Clause 3 below, unless agreed otherwise in writing by Global.
The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Global which is not set out in the Contract. Any samples, drawings, descriptive matter including prices, or advertising issued by Global and any descriptions or illustrations contained in Global's catalogues or brochures or on Global’s website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between Global and the Purchaser for the sale of the Goods.
A quotation for the Goods given by Global shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue unless withdrawn by Global. Any items quoted ex-stock are subject to prior sale.
If you are contracting as a Consumer and placing an Order via our Website, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Goods. In this case, you will receive a full refund of the price paid for the Goods.
To cancel a Contract, you must inform us in writing. You must also return the Goods to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Goods while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
You will not have any right to cancel a Contract for the supply of any Goods which are bespoke or which have to be special ordered and such Goods will be highlighted on the delivery note.
This provision does not affect your statutory rights.
Global shall ensure that:
each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, relevant Purchaser and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
if Global requires the Purchaser to return any packaging materials to Global, that fact is clearly stated on the delivery note. The Purchaser shall make any such packaging materials available for collection at such times as Global shall reasonably request. Returns of packaging materials shall be at Global's expense.
Global shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Global notifies the Purchaser that the Goods are ready.
Unless otherwise agreed between the parties, delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Estimated lead times quoted shall date from receipt and acceptance by Global of an Order. Global shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Purchaser's failure to provide Global with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If Global fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Global shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Purchaser's failure to provide Global with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Purchaser fails to take delivery of the Goods within 3 Business Days of Global notifying the Purchaser that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Global's failure to comply with its obligations under the Contract:
delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Global notified the Purchaser that the Goods were ready; and
Global shall store the Goods until delivery takes place, and charge the Purchaser for all related costs and expenses (including labour, materials, overheads, storage and insurance) in respect of which the Purchaser shall indemnify Global.
If 10 Business Days after Global notified the Purchaser that the Goods were ready for delivery the Purchaser has not taken delivery of them, Global may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Purchaser for any excess over the price of the Goods or charge the Purchaser for any shortfall below the price of the Goods.
The Purchaser shall not be entitled to reject the Goods if Global delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Purchaser that the wrong quantity of Goods was delivered. The Purchaser must notify Global of any shortage/surplus in writing within seven days of the date of delivery.
Global may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.
Global warrants that on manufacture, and for a period of 24 months from the date of manufacturer of their products (warranty period), the Goods shall
conform in all material respects with their description and any applicable Specification;
be free from material defects in design, material and workmanship; and
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
Subject to clause 5.3, if:
the Purchaser gives notice in writing to Global (and carrier if there has been damage in transmit) during the relevant warranty period within five Business Days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
Global is given a reasonable opportunity of examining such Goods; and
the Purchaser (if asked to do so by Global) returns such Goods to Global's place of business at Global's cost quoting the return materials authorisation number obtained from Global prior to the return of the Goods,
Global shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
Global shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 if:
the Purchaser fails to notify Global in accordance with clause 5.2(a); or
the Purchaser makes any further use of such Goods after giving notice in accordance with clause 5.2; or
the defect arises because the Purchaser failed to follow Global's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
the defect arises as a result of Global following any drawing, design or specification supplied by the Purchaser; or
the Purchaser alters or repairs such Goods without the written consent of Global; or
the defect arises as a result of damage incurred during transportation which is effected by the Purchaser’s carriers; or
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
Except as provided in this clause 5, Global shall have no liability to the Purchaser in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
These Conditions shall apply to any repaired or replacement Goods supplied by Global.
Global reserves the right to charge the Purchaser for the transportation, testing and/or refurbishing of any units/Goods returned and subsequently deemed to be either no default found or found to be out of warranty.
Global gives no condition or warranty that Goods are suitable for a particular purpose. The Purchaser must satisfy itself in this respect and be solely responsible that the Goods are suitable for its requirements. Any suggestions or recommendations given by Global do not amount to a representation, condition or warranty.
Title and risk
The risk in the Goods shall pass to the Purchaser on completion of delivery.
Title to the Goods shall not pass to the Purchaser until Global has received payment in full (in cash or cleared funds) for:
the Goods; and
all other sums which are or which become due to Global for sales of the Goods or any other products to the Purchaser.
Until title to the Goods has passed to the Purchaser, the Purchaser shall:
hold the Goods on a fiduciary basis as Global's bailee;
store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as Global's property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
notify Global immediately if it becomes subject to any of the events listed in clause 8.2; and
give Global such information relating to the Goods as Global may require from time to time,
but the Purchaser may resell or use the Goods in the ordinary course of its business.
If before title to the Goods passes to the Purchaser the Purchaser becomes subject to any of the events listed in clause 8.2, or Global reasonably believes that any such event is about to happen and notifies the Purchaser accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Global may have, Global may at any time require the Purchaser to deliver up the Goods and, if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Goods are stored in order to inspect and mark and/or recover them.
Price and payment
The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Global's published price list in force as at the date of delivery. Such prices shall be ex-works UK in GBP unless otherwise stated. Volume price quotations are only applicable to the quantities offered.
Global may, by giving notice to the Purchaser at any time up to 20 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
any factor beyond Global's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
any request by the Purchaser to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
any delay caused by any instructions of the Purchaser or failure of the Purchaser to give Global adequate or accurate information or instructions.
The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods (including courier fees), which shall be paid by the Purchaser when it pays for the Goods. If the Purchaser wishes to organise transportation of the Goods it must inform Global on the Order.
The price of the Goods is exclusive of amounts in respect of value added tax (VAT) or any other tax or duty thereon. The Purchaser shall, on receipt of a valid VAT invoice from Global, pay to Global such additional amounts in respect of VAT, tax or duty as are chargeable on the supply of the Goods.
Global may invoice the Purchaser for the Goods on or at any time after the completion of delivery.
The written acknowledgement of the Order shall state when the Purchaser is to pay for the Goods. Goods shall be paid for in advance of delivery or, if deferred terms have been agreed, the Purchaser shall pay the invoice (in respect of the Goods or instalment thereof if applicable) in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Global. Time of payment is of the essence. The Purchaser shall by responsible for paying any charges levied by its bank.
If the Purchaser fails to make any payment due to Global under the Contract by the due date for payment (due date), then the Purchaser shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Purchaser shall pay the interest together with the overdue amount.
The Purchaser shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Purchaser shall not be entitled to assert any credit, set-off or counterclaim against Global in order to justify withholding payment of any such amount in whole or in part. Global may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Purchaser against any amount payable by Global to the Purchaser.
Global may suspend delivery of the Goods or terminate the Contract in respect of any undelivered Goods in the event that the Purchaser fails to pay any sum due to Global by the due date.
Purchaser's insolvency or incapacity
If the Purchaser becomes subject to any of the events listed in clause 8.2, or Global reasonably believes that the Purchaser is about to become subject to any of them and notifies the Purchaser accordingly, then, without limiting any other right or remedy available to Global, Global may cancel or suspend all further deliveries under the Contract or under any other contract between the Purchaser and Global without incurring any liability to the Purchaser, and all outstanding sums in respect of Goods delivered to the Purchaser shall become immediately due.
For the purposes of clause 8.1, the relevant events are:
the Purchaser suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
(being an individual) the Purchaser is the subject of a bankruptcy petition or order; or
a creditor or encumbrancer of the Purchaser attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Purchaser; or
(being a company) a floating charge holder over the assets of the Purchaser has become entitled to appoint or has appointed an administrative receiver; or
a person becomes entitled to appoint a receiver over the assets of the Purchaser or a receiver is appointed over the assets of the Purchaser; or
any event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a)to clause 8.2(g) (inclusive); or
the Purchaser suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or
the financial position of Global deteriorates to such an extent that in the opinion of the Purchaser the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy; or
(being an individual) the Purchaser dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
Limitation of liability
Nothing in these Conditions shall limit or exclude Global's liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for Global to exclude or restrict liability.
Subject to clause 9.1:
Global shall not be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from a deliberate breach of the Contract by Global, its employees, agents or subcontractors); and
Global's total liability to the Purchaser in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by Global, its employees, agents or subcontractors shall not exceed the price paid in respect of the Goods.
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
Assignment and subcontracting.
Global may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
The Purchaser may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Global.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier or fax.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
Any variation to the Contract shall be in writing and signed on behalf of each party save that Global shall be able to amend the Conditions upon giving to the Purchaser not less than one month’s notice.
Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Version: March 2011