General condition
of sale

1. Definition

In these Conditions (“the Conditions”)

1. “the Seller” means Garner Osborne Circuits Limited
   • “the Buyer” is the person, firm or company ordering the Goods from the Seller
   • “the Goods” are all and any of the apparatus or article(s) detailed on the Buyer’s order
   • “Special Conditions” are any terms set out by the Seller in any quotation or acceptance of order of the Seller in the event of any inconsistency the Special Conditions shall prevail
   • “the Contract” means the contract for sale and purchase of the Goods made between the Seller and the Buyer to which the Condition and the Special Conditions apply.
   • “the Technical Data” means as defined in Condition 2(c) below.
2. Application
   • The Condition and Special Conditions (if any) shall prevail over any inconsistent terms or conditions referred to in the Buyer’s order or in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished. These general conditions of sale supersede any other terms, representations or assurances in the Seller’s sale literature and (save where such terms are set out in any written quotation by the Seller or any written acceptance by the Seller of an order) shall override and exclude any other terms, representations or assurances stipulated or referred to by the Buyer whether in its order or in any negotiations and any course of dealings established between the Seller and the Buyer. All orders made hereafter by the Buyer shall be deemed to be made subject to these terms.
   • No modification of these general conditions of sale shall be effective unless specifically accepted in writing by a Director of the Seller.
   • The Buyer shall with each order for the Goods provide the Seller with a copy of any drawings, photography, specifications, dimensions and the like subject to which the Buyer shall require the Goods to be manufactured (“Technical Data”). The Seller shall not be responsible for checking the accuracy of any such Technical Data and shall be entitled to rely upon the Buyer for the correctness of such. The Buyer shall have no claim against the Seller in respect of any defect in the Goods or loss howsoever arising to the Buyer as a result of any error or omission in such Technical Data.
3. Quotations and Orders
   • Any quotation issued by the Seller in response of the initial enquiry by the Buyer will be valid for a period of 30 days from its date of issue and the Seller will generally endeavour to refrain from cancelling or revising the quotation in this period.
   • No quotations issued by the Seller shall constitute an offer to sell the Goods.
   • Any order for any article shall be made in writing and an order placed by the Buyer whether or not in response to a quotation of the Seller shall constitute an offer made to the Seller subject to these Conditions and Special Conditions. The Buyer shall be responsible for ensuring that the terms of the order and any Special Conditions are complete and accurate.
   • The order shall only be deemed to be accepted when the Seller issues a written acceptance of the order setting out the details of the price for the Goods and expected delivery date(s), at which point the Contract shall come into existence. The Seller shall endeavour to issue such acceptance within 2 working days of the receipt of an order from the Buyer.
4. Prices
   • The price of the Goods shall be set out in the acceptance of the order issued by the Seller. The Seller shall, by giving a written notice to the Buyer, have the right at any time before the delivery to revise upward or downwards the price of the Goods, the terms offered to any class of customer or prices set out in any quotation or Special Condition to take account of increase in cost including (without limitation) costs of acquisition of any part of the Goods including raw materials, carriage, labour or other overheads, the increase or imposition of any tax , duty or other levy and any variation in exchange rates.
   • If by reason of any law, government order or regulation, the price, cost of carriage or freight allowance and/or terms of payment hereunder or any increase change or variation thereto or the right of the Seller to require or receive any such payments shall be altered, prohibited or hindered in any way the Seller may forthwith thereupon terminate the Contract by notice to the Buyer.
   • All prices are exclusive of carriage and packing cost, value added tax, and any other taxes, duties and fees payable in connection with the supply of Goods hereunder which shall be added at the rate in force at the time of dispatch. The Buyer shall be liable to pay or (if paid by the Seller) shall reimburse the Seller all taxes, duties and fees payable in connection with the supply of the Goods hereunder subject to the receipt of an invoice.
5. Payment
   • The Seller may invoice the Buyer at any time after the time of dispatch of the Goods which will set out the price of the Goods, applicable taxes and fees and carriage and packaging charges. Payments of the Goods shall be in pounds sterling at the Seller’s principal place of business in England.
   • The Buyer shall pay the invoice on the due date which (in the absence of any variations contained in the Special Conditions) is 30 days from the dates of the Seller’s invoice.
   • The Buyer shall in no circumstances be entitled to make any deduction from the price payable by way of set-off otherwise in respect of any claim or counterclaim which it may have against the Seller.
   • If the Buyer defaults in payment of the invoice on the due date then without prejudice to any other of the Seller’s rights, interest shall accrue thereafter from day to day (before as well as after judgment) on any sums outstanding until payment is made at 3% above the Barclays Bank Plc base rate for the time being in force.
6. Title
   • The Goods shall remain the sole and absolute property of the Seller as the legal and equitable owner until the Buyer has paid for them in full and until such time the Buyer shall be in possession of the Goods solely as Bailee for the Seller.
   • Should the Goods become constituents of or be converted into other products while subject to the Seller’s equitable and beneficial ownership, the Seller shall have the equitable and beneficial ownership in such other products as if they were solely and simply the Goods.
   • The Seller shall be entitled to all rights of access by itself, its employees or its agents to the Buyer’s premises without prior notice to enforce its rights hereunder to recover the Goods.
7. Delivery and Risks
   • The Seller shall have the right in its own discretion to select the route and means of transport. The Seller shall deliver the goods at the place (if any) named in the Special Conditions or if none be named at the Buyer’s premises.
   • Delivery dates are approximate only and the time of delivery is not essence. The Seller shall be under no liability for any loss, injury, damage or expense consequent upon any delay in delivery from whatever cause including (without limitation) the Seller’s negligence. Delay shall not entitle the Buyer to cancel any order or to refuse to accept delivery of all or any of the Goods pursuant to any contract between the Seller and the Buyer. The Seller shall not be liable for any delay in delivery of the Goods that is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or the Technical Data in timely manner or any other instructions that are relevant to the supply of the Goods.
   • Without prejudice to sub-condition (b) of this Condition in respect of Goods lost or damaged in transit, notice in writing of any claim must be given by the Buyer to the Seller and to the Carrier’s receiving station (if applicable) within the periods listed below;
     • in respect of partial loss, damage or non-delivery of any separate part of a consignment within three days of date of delivery of the consignment or part consignment
     • in respect of non-delivery of a whole consignment within twenty-one days of the date of dispatch as shown on the advice note provided to the Buyer (please refer to Condition 9 for the notification requirement).
   • The risk in the Goods shall pass to the Buyer on their delivery to the place nominated by the Buyer or to the Buyer’s carrier, agent or shipper or in default of nomination on their delivery to the Buyer’s premises save where the Goods are collected either by the Buyer or by the Buyer’s carrier or other agent in which event the risk shall pass to the Buyer at the time of the collection of the Goods from the Seller.
8. Inspection and Rejection

   The Buyer shall inspect the Goods immediately upon receipt. The Buyer shall not be entitled to reject the Goods by reason of short delivery, delivery of the wrong items or damage to the Goods unless it has given written notice of rejection to the Seller within seven days after the date of delivery. The Buyer shall not be entitled to reject the goods if it has used or processed or incorporated with any other products the Goods in any way or sold of the Goods.

9. Missing Goods

   For the Seller to consider any claim under Condition 7(c)(ii), if the Goods are not received within seven days of the date of the corresponding invoice the Buyer shall immediately notify the Seller and confirm such notification in writing. If no such notification is given within the time limit prescribed the Goods shall be deemed delivered in accordance with the Contract

10. Force Majeure

    The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of the Goods by the Seller being directly or indirectly prevented, hindered or delayed by reason of any circumstances outside the control of the Seller and affecting the provision of all or any part of the Goods by the Seller’s usual source of supply or the delivery of the Goods by the Seller’s normal route or means of delivery, or other circumstances whatsoever, including (without limitation) any act of God, war, riot, strike, lock-out, trade dispute or labour disturbance , accident, breakdown of plant or machinery,, failure or shortage of power supplies, fire, flood, drought, explosion, difficulty, in obtaining workmen, materials or transport, refusal or any licence permit, or any order sanction or request of any Government or government authority. In the event of any such circumstances, the Seller shall have the option (exercisable by notice to the Buyer) to terminate the Contract (whereupon both the Seller and the Buyer shall be relieved of all liability under the Contract) to extend the time for delivery or other performance by a period equal to that during which such circumstances subsists, or to reduce the quantity of the Goods to be supplied hereunder, in all case without incurring any liability for any loss or damage suffered by the Buyer as a result.

11. Termination

    If the Buyer fails to make any payment when it becomes due or defaults in due performance or observance of any other obligation under the Contract, or if the Buyer ceases or threatens to cease to carry on business or if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative is appointed over the whole or part of the assets and/or undertaking of the Buyer or if a winding up resolution or petition is passed or presented (otherwise than for the purpose of reconstruction or amalgamation) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or to make a winding up order, or if the Buyer is an individual, an interim order is made, or voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the Buyer or if a receiver or trustee in bankruptcy is appointed of the Buyer’s estate or if the Buyer shall take or suffer any similar action in consequence of debt, the Seller may stop any of the Goods in transit and suspend or cancel further deliveries and by notice in writing to the Buyer may forthwith determine the Contract, without prejudice to its rights under the Contract and otherwise at law.

12. Warranty, Liability and Indemnity

    Every reasonable care will be taken to ensure that the Goods at the time of delivery meet the Seller’s standards or specification(s) and are free from defects in workmanship. If any Goods do not conform to such warranty the Seller shall at its option:

    • replace the Goods found by the Seller in its sole judgment not to conform to the warranty; or
    • take such steps as the Seller deems necessary to bring the Goods into conformity with such standards or specification(s); or take back the Goods found not to conform to the warranty and refund to the Buyer the appropriate part of the price.

    PROVIDED THAT performance of any of the above options (as limited by (a) above) shall constitute an entire discharge of the Seller’s liability under the warranty.

    The foregoing warranty is conditional upon:

    • the Seller receiving from the Buyer within 7 days of the date of delivery of the Goods written notice of the alleged defect, if the defect is ascertainable or within 7 days of the defect being ascertained if the same only becomes ascertainable after the Goods have been in store or in use and in any event the date of delivery of the Goods;
    • the Buyer affording the Seller reasonable opportunity to inspect and test the Goods, and at the Seller’s request and in accordance with its shipping instructions returning the allegedly defective Goods to the Seller’s nominated works, carriage pre-paid, for inspection;
    • the Buyer using and maintaining the Goods in accordance with any instructions or recommendations of the Seller;
    • the Buyer making no further use of the allegedly defective Goods after the time at which the Buyer discovers or ought to have discovered the alleged defect.
    • if it is found in the Seller’s sole judgment that the alleged defect is not covered by the terms of the foregoing warranty or if the warranty claim is made outside the time for notice the Buyer shall pay the cost of the repair or replacement of the allegedly defective products at the Sellers then current rates and all transportation cost from the Seller’s premises to the Buyer’s premises.
    • Save as provided in Condition 12(a) the Seller shall have no liability to the Buyer (except in respect of death or personal injury resulting from negligence) in respect of any defect in the Goods or other breach of contract of whatsoever nature or other default of negligence on the part of the Seller, it’s employees , sub-contractors or agents and all conditions warranties or other terms, whether express or implied , statutory or otherwise, in relation to the Goods their quality and their fitness for any purpose are hereby excluded.

    Without limiting the foregoing:

    • the Seller shall not be liable in respect of any loss or damage whatsoever arising from the claim of any person against the Buyer nor for any loss of profits, loss of business, economic loss, or other consequential loss or damage suffered by the Buyer;
    • all recommendations and advice given by or on behalf of the Seller to the Buyer as to methods of storing, using or applying the Goods, the purposes to which the Goods may be applied and the suitability of the Goods for use in any manufacturing process or in connection with any other materials are given without liability on the part of the Seller;
    • all drawings, photography, specifications, dimensions and the like, contained in any literature or other material supplied by the Seller under or in connection with the Contract or otherwise communicated to the Buyer are provided or made by the Seller in the belief that they are accurate as reasonable possible but they do not constitute a description of the Goods, nor shall be taken as representations by the Seller nor are they are warranted to be accurate;
    • the Buyer shall indemnify the Seller in respect of any loss or damage whatsoever arising from the claim of any person against the Seller in relation to the Goods.
    • Save as in respect of death or personal injury resulting from negligence, or any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability, the Seller’s total liability to the Buyer 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, shall in no circumstances exceed the price payable or paid by the Buyer for the supply of Goods.

Representations

The Seller shall be under no liability whatsoever resulting from or arising out of or in connection with or in relation to any statement, report or any representation made by its Directors, employees, servants or agents before the Contract between the Seller and the Buyer was entered to unless the Buyer shall give notice in writing to the Seller before the Contract is entered into that it intends to rely on any such statement, report or other representation and such notice shall clearly specify which such statement, report or other representation the Buyer is relying upon.

Marking

The Buyer shall not erase remove cover deface or alter any trade mark or copyright notice guarantee or other statement or marking affixed or applied by the Seller on or to either the Goods or any technical or promotional material relative to the goods.

Assignment

The Contract is personal to the Buyer which shall have no right to assign or delegate all or any of its rights and obligations hereunder.

Waiver

Failure on the part of the Seller to exercise or enforce any right conferred by the Contract shall not be deemed to be waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.

Notices

Any notice to be given hereunder shall be given in writing by sending the same in pre-paid registered letter to the principal place of business of the relevant party or to such other address as such party may have notified to the other for the purpose hereof. Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been served seven days after posting.

Law and Construction

The Contract shall be governed by English law and the Buyer consents to the exclusive jurisdiction of the English Courts in all matters regarding the Contract except to the extent the Seller invokes the jurisdiction of the Courts of any other country. The headings of Conditions are for convenience or reference only and shall not affect their interpretation.