Standard Terms and Conditions for Sale of Goods of Groovy UK Ltd to Trade Customers
- “Buyer” means the organisation or person buying the goods
- “Goods” means the articles to be supplied to the Buyer by the Seller
- “Intellectual Property Rights” means copyright, rights in designs, trademarks, service marks, business names, rights in get up and rights to sue for passing off or unfair competition, patents, know-how and all other intellectual property rights whether registered or unregistered which relate to any Products and applications for any such rights and all similar or equivalent rights in any part of the world
- “Order” means the Buyers order for the Goods.
- “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing, plus carriage, packing or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;
- “Seller” means Groovy UK Ltd, Office 6, Desford Hall, Leicester Lane, Leicestershire. LE9 9JJ..
- These terms and Conditions shall apply to all contracts for the Sale of Goods by the Seller to the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes terms to apply and this has been acknowledged in writing.
- The Seller reserves the right to amend the Terms and Conditions from time to time without direct notification.
- Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
- The seller reserves the right to withdraw and modify products from time to time without directly notifying previous Buyers. Products illustrated in all of the Seller’s literature and websites are done so as accurately as modern reproduction methods will allow.
- Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample.
- All goods offered for sale are subject to availability and subject to the Sellers acceptance of the Order.
- No order shall be deemed accepted by the Seller unless and until it is confirmed unconditionally by the Seller in writing.
- Minimum order value for the United Kingdom for free carriage is £1000 . Orders between £500 and £999.99 will be charged £15 carriage. Orders below £500 will not be accepted.
- Minimum order values for EU customers is £500, carriage will be quoted on an order by order basis.
- If orders are placed on the basis of estimates before official orders/contracts, at least 80% of the estimate must be ordered and invoiced
- Goods are sold on a firm sale basis only, “Sale or Return” is not offered
- Amendments or cancellation of orders must be made in writing 14 working days prior to requested delivery date, after which time it is not possible to make any changes. If goods are to be manufactured specifically for this order, it is not possible to cancel the order after production has commenced.
Price and Payment
- The price shall be that in the Seller’s current stock list, or other such price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs.
- Payment of the price plus VAT and any other applicable costs shall be completed before delivery or within the standard 30 day terms, or other such terms as the parties may agree in writing.
- The seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment, at a rate of 8% over the Bank of England base rate plus compensation for debt recovery costs, under the Late Payment Legislation, if we are not paid according to our agreed credit terms.
- If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
- Require payment in advance of delivery in relation to any Goods not previously delivered.
- Refuse to make delivery of any undelivered Goods and without incurring any liability whatever to the Buyer for non-delivery or any delay in the delivery.
- Terminate the contract
- We may deliver goods/provide services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable contract. Each instalment delivery/service provided will be a separate contract and no cancellation or termination by either party of any one contract relating to an instalment will entitle you to repudiate or cancel any other contract or instalment.Each invoice raised by us to you will be payable in full, without deduction or set off, in accordance with our standard payment terms. You agree that you will not be entitled to set off any claim against an invoice
- Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer within the timescale specified by the Seller. The Buyer shall make arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
- Standard delivery is conducted using a third party courier or third party pallet carrier.
- Every effort shall be made to deliver orders on the date requested by the Buyer, but this may not be taken as implying any legal obligation to deliver on the due date. In any event, time of delivery period or delivery booking shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery period or date.
- For customers wishing to collect goods from our UK warehouse collection of goods must be carried out within 72 hours of notification of goods being ready to collect. If goods are not collected within this time then storage charges may be applied.
Risk and Property
- Risk of damage or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered at the Sellers, or third Party’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or in the case of Goods to be delivered otherwise than at the Sellers premises, at the time of delivery.
- Notwithstanding 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 Buyer until the Seller has received, in cash or cleared funds, payment in full of the Price of the Goods and of all other Goods agreed to be sold by the Seller to the Buyer for which payment is due.
- Until such time as the property in the Goods passes to the Buyer (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 Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of any third party where the Goods are stored and repossess the Goods.
- The Seller will not be liable for short delivery unless a claim is notified within 7 working days of delivery.
- The Seller will not be liable for defective Goods unless a claim is notified to the Seller in writing within 7 working days of the Buyer becoming aware of the defect, or if earlier, within 6 months of the date of delivery.
- In each case, the notification must include the invoice number, delivery note number, details of the claim, and as far as possible be supported by a photograph of the defect. In the case of a valid claim, the Seller may, in its sole discretion, replace the Goods or refund to the Buyer the Price (or an appropriate proportion of the price)
- The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply and the Seller shall be entitled to a reasonable extension of its obligations.
Intellectual Property and the Right to Use it
- The Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all the Sellers literature and websites shall remain at all times vested in the Seller in the seller. The Buyer is permitted to use this material only as expressly authorised by the Seller.