(a) In these conditions-
Purchaser means the person whose order for Goods is
accepted by the Seller
Goods means the Goods including any installment of the
Goods or any part for them which the Seller is to supply in accordance with the Conditions
Seller means Golledge Electronics Limited
(registered in England under number 2525681) whose registered office is
at Eaglewood Park ILMINSTER Somerset England TA19 9DQ.
Conditions means the standard terms and conditions of sale
set out in this document and (unless the context otherwise requires) includes any special
terms and conditions agreed in writing between the Purchaser and the Seller in accordance
with condition 2(f).
Contract means the contract for the sale and purchase of
(b) Any reference in these Conditions to any provision of a statute
shall be construed a reference to that as amended, re-enacted or extended at the relevant
(c) The heading in these Conditions are for convenience only and shall
not affect their interpretation.
Unless otherwise stated in writing the following conditions apply to all sales:-
2. Quotation and Acceptance
(a) Quotations shall remain valid for a period of
thirty days from the date of issue and represent no obligation on the part of the Seller
until the Seller accepts the Purchasers order.
(b) Where quotations for imported Goods are based upon current rates of
exchange of sterling with foreign currencies this will be shown on the quotation and the
Seller reserves the right to amend any such quote should a material fluctuation in the
relevant exchange rate occur.
(c) Written confirmation of orders placed by telephone must be clearly
marked as such as the Seller is not bound to accept back any Goods supplied in a duplicate
delivery in the belief that the document was an original order.
(d) It is the responsibility of the Purchaser to ensure that the
specifications for Goods as shown on the Sellers acceptance of order are complete
and correct for the intended application. Where the Purchaser supplies only the working
frequencies of equipment for which frequency control devices are ordered the Seller shall
not be held responsible for any error in the calculation of the frequency of such devices.
(e) The Conditions shall prevail in the event of inconsistency between
the Conditions and any terms and conditions on which the Purchaser seeks to rely.
(f) No variation of the Conditions shall be binding unless agreed in
writing between the authorized representative of the Seller and the Purchaser.
(g) The Sellers employees or agents are not authorized to make any
representations concerning the Goods unless confirmed by the Seller in writing.
(h) Any samples illustrations or descriptive material including but not
limited to information contained in the Sellers brochures, advertising material or
elsewhere shall not form part of the Contract and shall be treated as approximate and for
guidance only unless specifically stated otherwise. The Seller may at its discretion from
time to time vary the design of the Goods from that advertised without notice to the
Purchaser provided that any such variations do not constitute material alterations to the
3. Price and Delivery
(a) Prices do not include VAT.
(b) Carriage and delivery will be arranged at the request and expense of
the Purchaser. Where applicable, COD charges will be added to the price of the Goods.
(c) Any delivery period quoted is an estimate only and commences from
the Sellers written acceptance of the Purchasers order. Provided the Seller
takes all reasonable steps to deliver the Goods by the date stated the Seller shall be
under no liability for failure so to do.
(d) The Seller reserves the right to deliver in more than one
consignment and to invoice each consignment separately, each delivery constituting a
separate contract and any failure by the Seller to deliver one or more consignment in
accordance with the Conditions or any claim by the Purchaser concerning one or more of the
consignments shall not entitle the Purchaser to treat the Contract as repudiated.
(e) If the Seller fails to deliver the Goods for any reason than any
cause beyond the Sellers reasonable control or the Purchasers fault, and the
Seller is accordingly liable to the Purchaser , the Sellers liability shall be
limited to the excess (if any) of the cost to the Purchaser (in the cheapest available
market) of similar Goods to replace those not delivered over the price of the Goods.
4. Title and Risk
(a) Notwithstanding any delivery and the passing of
risk in the Goods, or any other provision of these Conditions, the property in the Goods
shall not pass to the Purchaser until the Seller has received in cash or cleared funds
payment in full of the price of the Goods and all other Goods agreed to be sold by the
Seller to the Purchaser for which payment is then due.
(b) Until such time as the property in the Goods passes to the
Purchaser, the Purchaser shall hold the Goods as the Sellers fiduciary agent and
bailee, and shall keep the Goods separate from those of the Purchaser and third parties
and properly stored, protected and insured and identified as the Sellers property.
Until that time the Purchaser shall be entitled to resell the Goods in the ordinary course
of its business, but shall account to the Seller for the proceeds of sale or otherwise of
the Goods, whether tangible or intangible, including insurance proceeds, and shall keep
all such proceeds separate from any monies or property of the Purchaser and third parties
and, in the case of tangible proceeds, properly stored, protected and insured.
(c) Until such time as the property in the Goods passes to the Purchaser
(and provided that the Goods are still in existence and have not been resold) the Seller
shall be entitled at any time to require the Purchaser to deliver up the Goods to the
Seller and, if the Purchaser fails to do so forthwith, to enter upon any premises of the
Purchaser or any third party where the Goods are stored and repossess the Goods.
(d) Risk in the Goods shall pass to the Purchaser on the Goods leaving
the Sellers premises.
(a) In the case of UK deliveries payment shall be due
thirty days from the end of the month in which the Goods are invoiced except where CWO or
COD terms are stipulated. Any discounts specified by the Seller shall apply only where
payment is so received. Payment shall not be withheld on account of any claim by the
Purchaser against the Seller. The Seller reserves the right to charge interest at 2% per
month compound after the end of the month following that of invoice.
(b) The Seller reserves the right to suspend deliveries where payment
due from the Purchaser to the Seller remains overdue.
(a) The Goods will be to the manufacturers
(b) The Seller shall make every effort to ensure the accuracy of
literature describing Goods,but (so far as is permitted by law) accepts no liability in
contract, tort or otherwise, for any damages or injury arising directly or indirectly from
any omission or error in such literature.
7. Force Majeure
The Seller shall have no liability in respect of failure
to deliver or perform or delay in delivering or performing any obligations
under the Contract due to causes outside the reasonable control of the
Seller including but not limited to act of God, fire, floods, war and
civil disturbances or riot, acts of Government, currency restriction,
labour disputes, strikes, unavailability of materials or failure of supplier,
carrier or subcontractor to deliver on time.
8. Price Variation
The Seller reserves the right to increase the price of
Goods at any time prior to delivery to reflect any increase in costs to the Seller where
the increase is due to any factor beyond the control of the Seller including any
significant increase in the cost of labour, materials and other costs of manufacture or
any act or default of the Purchaser including the cancellation by the Purchaser of part of
When delivery is delayed for reasons attributable to
the Purchaser or its agents, storage and other additional costs will be charged to the
Purchaser and the Goods will be at the Purchasers risk from the commencement of such
delay. The Seller reserves the right to invoice the Goods at the original delivery date
and, in case of non-standard items, the option to sell the Goods at the best possible
price readily obtainable and (after deducting all reasonable storage and selling expenses)
account to the Purchaser for the excess over the price under the Contract or charge the
Purchaser for any shortfall below the price under the Contract.
10. Patent Rights
(a) The sale of the Goods and the publication of
literature by the Seller does not imply freedom from patent, registered design or other
industrial property right in respect of the Goods or literature published.
(b) The Purchaser warrants that the design and specifications supplied
by it to the Seller will not involved the infringement of any patent, registered design or
other industrial property right in the manufacture and sale of the Goods by the Seller.
(c) The Purchaser undertakes
(i) to promptly inform the Seller of any threatened claim as to
infringement of patent or any third party rights by or in connection with the Goods and to
take all reasonable steps at the request of the Seller to enable the Seller to defend such
(ii) to indemnify and keep indemnified the Seller against all royalties,
claims, actions, demands, proceedings, losses and costs in connection with any
infringement or alleged infringement of any patent, registered design or other industrial
property right in the manufacture sale or application of the Goods arising out of or in
connection with the matters described in paragraphs 10(a) and or 10(b) above.
11. Purchasers Items
Items supplied by the Purchaser shall be of suitable
quality and shall be provided free of charge in sufficient quantities and at the times
required by the Seller. Any defect in items supplied by the Purchaser shall not entitle
the Purchaser to rescind the contract, reject the Goods, make deductions from the contract
price or claim damages in respect of such defect and the Purchaser shall indemnify and
keep indemnified the Seller from and against all actions, demands, claims, proceedings,
losses or costs arising from the supply of defective items by the Purchaser.
12. Origin of Goods
The Seller makes no representation and gives no
warranty in respect of the sources of origin of manufacture or production of the Goods or
any part thereof.
13. Warranties and Liability
(a) The Seller warrants that the Goods will correspond
with their specification at the time of delivery and will be free from defects in material
and workmanship for a period of six months from the date of their initial use or six
months from delivery, whichever is the first to expire.
(b) The above warranty is given by the Seller subject to the following
(i) the Seller shall be under no liability in respect of any defect in
the Goods arising from any drawing, design or specification supplied by the Purchaser
(ii) the Seller shall be under no liability in respect of any defect
arising from fair wear and tear, wilful damage, negligence, failure to follow the
Sellers instructions (whether oral or in writing), misuse, alteration, or repair of
the Goods without the Sellers approval.
(c) Subject as 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.
(d) Where the Goods are sold under a consumer sale (as defined by the
Sale of Goods Act 1979) the statutory rights of the Purchaser are not affected by these
(e) Any claim 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 Purchaser) be notified to the Seller within three days from the
date of delivery or (where the defect or failure was not apparent on reasonable
inspection) within a reasonable time after discovery of the defect or failure. If delivery
is not refused, and the Purchaser does not notify the Seller of any claim in accordance
with the provision of this Condition, the Purchaser shall not be entitled to reject the
Goods and the Seller shall have no liability for such defect or failure, and the Purchaser
shall be bound to pay the price as if the Goods had been delivered in accordance with the
(f) Where any valid claim in respect of any of the Goods which is based
on any defect in the quality or condition of the Goods or their failure to meet
specification is notified to the Seller in accordance with these Conditions, the Seller
shall, at its sole discretion, replace the Goods (or the part in question) free of charge
or refund to the Purchaser the price of the Goods (or a proportion part of the price) but
the Seller shall have no further liability to the Purchaser.
(g) Except in respect of death or personal injury caused
by the Sellers negligence, the Seller shall not be liable to the
Purchaser by reason or representation ,or any implied warranty, condition
or other term, or any duty at common law, or under the express terms of
the Contract for any consequential loss or damage (whether for loss of
profit or otherwise), costs, expenses, or other claims for consequential
compensation whatsoever (and whether caused by the negligence of the Seller,
its employees or agents or otherwise) which arise out of or in connection
with the supply of the Goods or their resale by the Purchaser, except
as expressly provided in these Conditions.
14. Order Cancellation and Amendment
(a) Cancellation of or amendments to orders for the
Goods to be on express or faster than normal delivery will not be accepted. Acceptance of
a cancellation or amendment to orders for Goods requested by the Purchaser to be on normal
delivery shall be at the discretion of the Seller and is subject to the Purchaser
indemnifying the Seller for all loss (including loss of profits), costs (including the
cost of labor and materials used), damages, charges and expenses incurred by the Seller as
a result of cancellation.
(b) Amendments by the Purchaser which involve a reduction in the order
quantity are subject to an increase in price to that which is relevant to the quantity
requested by the amendment.
15. Returned Goods
(a) No returns are to be remitted without the
Sellers prior consent.
(b) All returns must be at the Purchasers expense in conditions in
which they were supplied and must be accompanied by a note of the invoice number against
which they were supplied together with a full report if alleged to be defective, the
Purchaser having complied with the provisions of Condition 13(e).
16. Indemnity - Product Liability
The Purchaser agrees to indemnify the Seller against
any damages, losses, costs, claims or expenses incurred by the Seller in respect of any
liability of the Seller towards a third party arising out of or in connection with any of
the Goods supplied by the Seller or their operation or use and whether arising by reason
of the negligence of the Seller or otherwise.
If the Purchaser commits any breach of the terms and
conditions of the Contract or suffers distress or execution or becomes insolvent as
defined by the Insolvency Act 1986 or enters into any arrangement or composition with his
creditors or goes or is put into liquidation (other than solely for amalgamation or
reconstruction while solvent) or if a receiver is appointed over any part of the
Purchasers business, the Seller may without prejudice to any rights which may have
accrued or which may accrue to it terminate the Contract summarily by notice in writing.
Any question of law relating to these
Conditions or agreed amendments thereof or the terms of any contract between
the Purchaser and the Seller shall be determined in all respects by the
laws of England and the parties hereby accept the non-exclusive jurisdiction
of the Courts of England and Wales.