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STANDARD TERMS AND CONDITIONS OF SALE

TERMS AND CONDITIONS OF SALE

  1. GENERAL

 1.1 In these Terms and Conditions of Sales

 1.1.1 “Delivery Point” means your place of businessdisudi“Sellers” or “us” or “we” means us, The Guthrie Group Limited

 1.1.2 “Purchasers” or “you” means the person, firm, company, Government body or corporation specified in our order form. 

1.1.3 “Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions 

1.2 Unless otherwise agreed a Quotation submitted by us does not constitute an offer. Any price quoted is for information purposes and we reserve the right to invoice the ruling price at the date of despatch. 

1.3 Our order form constitutes acceptance of your order. It is subject to these Conditions and the Purchaser is deemed to have accepted these Conditions. 

1.4 Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, order form acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. 

1.5 The Purchaser shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.


 2. PRICE 

2.1 All prices quoted and confirmed are subject to alteration and we reserve the right to charge the ruling price at the date of despatch. 

2.2 The price quoted on the order form or amended order form is exclusive of any applicable VAT 


3. DELIVERY

 3.1 We undertake to deliver the Goods to you (or an independent custodian) at the Delivery Point and accept responsibility for safety of Goods in transit. We undertake to replace any Goods damaged or lost in transit at our discretion 

3.2 Our obligations in respect of delivery of the Goods terminate once the Goods are handed to the Purchaser or left in the hands of an independent custodian at the Delivery Point 

3.3 We reserve the right to charge delivery.

 3.4 Any dates quoted for the deliver of Goods are approximate only and the Seller shall not be liable for any delay in the delivery of Goods however caused. Time of delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing. The Goods may be delivered in advance of the quoted delivery date on giving reasonable notice to the Purchaser.


 4. EXCLUSION OF LIABILITY 

Subject to any other provisions of these Conditions we accept no liability for consequential loss whether arising from delay in delivery of the goods or any defect in the goods or any delay in remedying such defects.


 5. PAYMENT 


5.1 Unless otherwise agreed in writing, payment in full shall be due within thirty days of issue of the invoice or such other terms as may be agreed between the parties, interest will be charged or any unpaid amounts from the due date until the date of payment, accruing daily. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. All payments payable by you to us (I) shall be due without any deduction whether by way of set-off, counter claim, discount, abatement or otherwise, unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you, and (II) shall become due immediately on termination of this agreement despite any other provision. 

5.2 Ownership of all goods delivered to the Purchaser shall not pass to the Purchaser until payment is made in full (in cash or cleared funds) in respect of (I) the Goods, and (II) all other sums which are or which become due from you to us.

 5.3 Until ownership of the Goods has passed to you, you must (a) hold the goods on a Fiduciary basis as our trustee, (b) store the Goods (at no cost to us) separately from all other goods in your possession and mark the goods in such a way that they are clearly identified as our property, (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods, (d) not offer the Goods for sale, nor assign, mortgage, pledge, lend or otherwise deal with the goods in whole or in part, (e) maintain goods in a satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction until the date that ownership of the Goods passes from us and shall, whenever requested by us produce a copy of the policy of insurance and (f) hold the proceeds of the insurance refereed to above in trust for us and keep such proceeds separate from other funds. 

5.4 You (acting as the Company’s agent) may resell or use the Goods before ownership has passed to you solely on the following conditions a) any sale shall be effected in the ordinary course of the business at full market value, and b) any such sale shall be a sale or use of our property on your own behalf and you shall deal in principal when making such a sale. 

5.5 We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us. 

5.6 You grant to us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored by you in order to inspect them or where your right of possession has terminated to recover them. 

5.7 The purchasers must notify us within 14 calendar days of receipt of an invoice if you dispute it, telling us why. If only part of the invoice is disputed, you must pay the undisputed amount. We will work with you to resolve your dispute. 

5.8 If we are not notified of the dispute within the said time in 5.7, the invoice must be paid in full and late payment interest added to the invoice until payment received. 


6.   WARRANTIES & LIABILITIES TAXES 

6.1 We warrant that Goods will, at the time of delivery (i) be of satisfactory quality, (ii) be reasonably fit for the purpose for which the Goods have been bought by you. All warranties, conditions and other terms, whether implied by statute or common law or otherwise are to the fullest extent permitted by law, excluded.

 6.2 We shall not be liable for a breach of warranties in clause 6.1 unless a) you have notified the company in writing within seven days of delivery, of any defect in the Goods and b) unless we have been given a reasonable opportunity after receiving such a notice to examine the Goods.

 6.3 We shall not be liable for a breach of any of the warranties in clause 6.1 if (a) you make any further use of such Goods after giving such notice or (b) the defect arises because you have failed to follow our oral or written instructions as to the storage, commissioning or use of the Goods or (if there are none) good trade practice. 

6.4 Subject to clauses 6.1 and 6.2, if any of the goods do not confirm with any of the warranties in clause 6.1 we shall at our option replace such Goods (or the defective part) or refund the price of such Goods at the pro rata contract rate provided that, if the company so requests, the customer shall return the Goods or part of such Goods which defective to the Company. 

6.5 If we comply with 6.4 it shall have no further liability for breach of any of the warranties in 6.1 including, for the avoidance of doubt, any consequential loss in respect of such Goods.

 6.6 We shall not be liable to the Customer for late delivery of Goods. 

6.7 Goods may not be returned to us after seven days of receipt. If. after seven days, the Goods are found to be faulty, the return of the Goods will not be accepted by the Seller unless the Seller or his representative shall first have had the opportunity of examining them and have agreed to their return. 


7. TAXES

 7.1 Any duty or tax, present or future, levied or imposed in Great Britain or Northern Ireland or other country or territory of destination in respect of the sale of the goods is payable by the Purchaser at the prevailing rate. 


8. BREACH OF CONTRACT 

8.1 In the event of any material breach of contract by you, of in the event of our becoming aware of any circumstances indicating that you do not intend to fulfil your obligations under the contract, we shall be entitled to resile from the contract without penalty and recover possession of any Goods already in your hands of the purchaser. 


9. FORCE MAJEURE 

9.1 We shall not be responsible for failure to fulfil any of our obligations under the contract if and to the extent that our fulfilment of it shall be delayed, hindered or prevented by any circumstances of whatever nature which is beyond the our reasonable control including but not limited to fire, flood, inclement weather, explosions or machinery breakdown, in work stoppage, civil disturbances, war, (whether or not officially declared0 voluntary or mandatory compliance with law or a regulations policy or a requirement of any governmental department or agency or local authority or the order of any court, the imposition of governmental controls limiting prices otherwise properly chargeable for the material covered by the contractor or a large group of products including such material, shortage of labour, inability to obtain or shortages of fuel, power, raw materials or equipment from the seller’s normal resources, or unavailability or delays of transportation facilities. 


10. INTELLECTUAL PROPERTY

 10.1 We shall not be liable or held responsible for any damage, costs, charges or expenses awarded against or incurred by you arising out of any infringements of any intellectual Property Right belonging to third parties in respect of the Goods, and you hereby indemnify us and agree to keep indemnified, defend and hold us harmless against any and all actions, proceedings, liability, loss, damage, costs (including legal costs) and other expenses incurred or suffered by us arising out of or in connection with any breach by you of the terms of this clause.


 11. WAVERS 

11.1 Any waiver of these Conditions (or any part of them) by us shall not prejudice or affect our rights And remedies in respect of any subsequent breach, non-performance or non-observance by you of the Conditions of Contract. 


12. ARBITRATION 

12.1 This contract shall be governed by the Law of Scotland and any disputes under or arising out of the Contract (whether before or after any terminations or purported terminations thereof) shall be settled by Arbitration in Scotland. 


13. GENERAL 

13.1 If any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidness, unenforceable or unreasonable it shall to the extent of such illegality, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Conditions and the remainder of such provisions shall continue in full force and effect.