TERMS & CONDITIONS
1. Definitions
In these Conditions the following words shall have the following meanings:
Genplus: The Genplus Limited and any of its subsidiary or affiliated companies;
Buyer: the company, organisation or individual to whom these conditions are addressed;
Contract: any Order accepted by Genplus;
Goods: any goods agreed in a Contract to be supplied by Genplus to the Supplier (including any part or parts of them).
Order: the Buyer's written instruction to Genplus to supply the Goods or the Services.
Services: any services agreed in a Contract to be provided by Genplus to the Supplier.
2. General
2.1 These Conditions of Sale have no application to contractual liabilities in leases or allied property transactions.
2.2 All Contracts will be subject to these Conditions to the exclusion of any different terms and conditions issued by the Buyer, except in so far as Genplus and the Buyer may have otherwise agreed in writing.
2.3 If any provision clause or application of these Conditions shall be held unlawful or invalid by any court or administrative decision such provision, clause or application shall be deemed severable and such unlawfulness or invalidity shall not in any way affect any other provisions, clauses or applications of these Conditions.
2.4 These Conditions (and documents or agreements referred to herein) set out the entire terms of the agreement between the parties in relation to the supply of Goods or Services pursuant to any Contract and supersede all preliminary correspondence, discussions and negotiations, undertakings and arrangements and cancel all-previous printed conditions issued by Genplus for the sale of goods or services in the United Kingdom and no alteration of or to these Conditions or any Contract shall be effective unless agreed by both parties in writing.
3. Price
3.1 Genplus does not bind itself to accept any Orders and reserves the right to alter the price of the Goods or Services without notice at anytime before its acceptance of an Order.
3.2 Unless otherwise notified by Genplus in writing the price for the Goods or Services shall be the price set out in Genplus' price list published on the date of acceptance of an Order.
3.3 The price quoted for the Goods or Services shall be exclusive of any value added tax.
4. Payment
4.1 Payment must be made by the Buyer by the date specified on the invoice or before the expiry of thirty (30) days after the last day of the month in which the invoice is issued.
4.2 No extension of credit in excess of this period is permitted.
4.3 All Goods and Services are supplied on condition that the amount due for VAT or any other applicable tax payment on the Goods or Services must accompany payment for them.
4.4 All sums due which are not paid by the due date will bear daily Interest at a rate of eight (8) % above National Westminster Bank plc daily base rate.
4.5 If any sum remains unpaid after the due date then payment for all Goods and Services previously supplied no matter how recently and whether under the same or separate contracts, shall become due immediately.
5. Warranty
5.1 Genplus warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will:
5.1.1be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended by the Sale and Supply of Goods Act 1994); and
5.1.2 be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to Genplus in writing and Genplus has confirmed in writing that it is reasonable for the Buyer to rely on Genplus' skill and judgement; and
5.1.3 conform in all material respects to their specification (if applicable).
5.2 Genplus warrants that (subject to the other provisions of these Conditions) it will provide the Services with reasonable skill and care.
5.3 Genplus shall not be liable for a breach of any of the warranties in Condition 5.1 unless:
5.3.1 the Buyer gives written notice to Genplus of the alleged breach, specifying the details thereof, within fourteen (14) days of the time when the Buyer discovers or ought to have discovered the defect; and
5.3.2 Genplus is given a reasonable opportunity after receiving the notice of examining the affected Goods and the Buyer (if asked to do so by Genplus) returns such Goods to Genplus' place of business at Genplus' cost for the examination to take place there.
5.4 Genplus shall not be liable for a breach of any of the warranties in condition 5.1 if:
5.4.1 the Buyer makes any further use of such Goods after giving such notice; or
5.4.2 the relevant defect arises because the Buyer failed to follow Genplus' oral or written instructions as to the storage, installation commissioning use or maintenance of the Goods or (if there are none) good trade practice; or
5.4.3 the Buyer alters or repairs such Goods without Genplus' prior written consent.
5.5 Subject to Conditions 5.3 and 5.4, if any of the Goods do not conform with any of the warranties in Condition 5.1 Genplus shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Genplus so requests, the Buyer shall, at Genplus' expense, return the Goods or the part of such Goods which is defective to Genplus.
5.6 If Genplus complies with Condition 5.5 it shall have no further liability for a breach of any of the warranties in Condition 5.1 in respect of such Goods.
6. Limitation Of Liability
6.1 Subject to Condition 5, the following provisions set out Genplus' entire financial liability (including any liability for the acts or Omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
6.1.1 any breach of any Contract incorporating these Conditions; and
6.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with any contract.
6.2 All warranties, conditions and other, terms implied by statute or common law are, to the fullest extent permitted by law, excluded from any contract.
6.3 Nothing in these Conditions excludes or limits the liability of Genplus for death or personal injury caused by Genplus negligence, or fraudulent misrepresentation
6.4 Without prejudice to Conditions 5.5 above:
6.4.1 Genplus' total liability in respect of any breach of these Conditions or any representation statement or tortious act or omission including negligence arising under or in connection with the performance of any Contract shall be limited to the Contract price; and
6.4.2 Genplus shall not be liable to the Buyer for any loss of profit, loss of business, loss of revenue, depletion of goodwill or any indirect or consequential loss or damage, costs, expenses whatsoever (howsoever caused) which arise out of or in connection with a Contract.
7. Delivery
7.1 Any date or period for delivery or any rate of delivery stated in any Contract is intended by Genplus and accepted by the Buyer as being an estimate only not giving rise. to contractual obligations. The Buyer shall not be entitled to rescind a Contract or reject any goods or claim damages on account of time.
7.2 Delivery shall take place when the Goods are unloaded at the Buyers' premises.
8. Risk/title
8.1 Risk in Goods shall pass to the Buyer upon delivery to the Buyer
8.2 Title in the Goods and in any intellectual property rights created by Genplus pursuant to the provision of the Services under a contract shall not pass to the Buyer until Genplus has received in full all sums due to it in respect of the Goods or Services.
8.3 Until title to the Goods has passed to the Buyer, the Buyer must:
8.3.1 hold the Goods on a fiduciary basis as Genplus' bailee;
8.3.2 store the Goods (at no cost to Genplus) separately from all other goods of the Buyer or any third party in such a way that they remain readily Identifiable as Genplus property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.4 maintain the Goods in satisfactory condition and keep them insured on Genplus' behalf for their full price against all risks to the reasonable. satisfaction of Genplus. On request the Buyer shall produce the policy of insurance to Genplus and receipts for the payment of premium; and
8.3.5 hold the proceeds of the insurance referred to in Condition 8.3.4 on trust for Genplus and not mix them with any other money nor pay the proceeds into an overdrawn bank account.
8.4 Subject to Condition 8.3, the Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
8.4.1 any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
8.4.2 any such sale shall be a sale of Genplus property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
8.5 The S-buyer's right to possession of the Goods shall terminate immediately if:
8.5.1 the Buyer becomes insolvent or being a body corporate has a Receiver appointed or passes a resolution for winding up or a Court makes an order to that effect or being an individual or partnership makes any composition or arrangement with his or their creditors or has a receiving order made against him or them; or
8.5.2 Genplus reasonably believes that the Buyer will fail to pay for the Goods; or
8.5.3 the Buyer encumbers or in any way charges any of the Goods. 8.6 Genplus shall be entitled to recover payment for the Goods following delivery notwithstanding that title to of any of the Goods has not passed from Genplus.
8.7 The Buyer grants Genplus, its agent's employees and representatives an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Buyer's right to possession has terminated, to recover them.
9. Claims
9.1 The Buyer will notify Genplus in writing:-
9.1.1 In the event of non-delivery of the whole of any consignment within fourteen (14) days of receipt of invoice or delivery note whichever is earlier;
9.1.2 In the event of damage to or partial loss of Goods in any consignment within seven (7) days of delivery of that consignment.
9.2 Genplus will have no liability for such loss, damage or non-delivery unless the terms of this clause are strictly complied with.
10. Carriage
Unless otherwise specified by Genplus, Goods will be delivered by Genplus at Genplus' cost to the Buyer's premises in the United Kingdom by road freight. Additional charges will be made for delivery in any other manner.
11. Markings
The Buyer shall not in any way alter, deface, obscure or obliterate any letters number or other marks or markings whatsoever which appear on or are affixed to the Goods by Genplus.
12. Confidentiality
Both Parties will keep the terms of any Contract and all the other information marked or identified as confidential at the time of disclosure strictly confidential and will not use such information or disclose it to any third party except for the purposes of that Contract required by law.
13. Exports
No Goods supplied to the Buyer may be sold or supplied for use or consumption outside the member states of the EEA without Genplus' prior written permission.
14. Goods Not for Re-Sale
Where Goods are being supplied to the Buyer as an end-user exclusively for the purpose of use or consumption within the Buyer's organisation, no warranty is given by Genplus that the Goods will be suitable (whether by reason of labelling or packaging or otherwise) for re-sale for any purpose whether in the United Kingdom or elsewhere. The Buyer is deemed by entering into the transaction to have agreed not to dispose of the Goods otherwise than for the purpose stated above and to agree to indemnify Genplus from and against any liability arising as a result of any disposal in breach of this Condition.
15. Cancellation
The Buyer shall have no right in any circumstances to cancel a Contract or any instalment or Order which has been accepted by Genplus without Genplus' prior written consent.
16. Quantity Variation
Genplus reserves the right to deliver against any Order up to ten per cent (10%) more or up to ten per cent (10%) less by weight or number than the quantity of Goods so ordered and to charge the Buyer accordingly.
17. Set Off
17.1 All payments made by the Buyer under a Contract shall be made in full without any set-off or counterclaim.
17.2 Without prejudice to any of its other rights or remedies, Genplus shall be entitled to set off any sums due to the Buyer against any sums due to Genplus under the Contract or any other agreement or account, including the right, whenever any sum is payable to the Buyer by Genplus under any other agreement or account, to reduce the amount payable by the amount of any sum due from the Buyer to Genplus under the Contract.
18. Termination
18.1 Genplus shall be entitled, without prejudice to its other rights and remedies, to cancel a Contract in whole or in part or to suspend deliveries thereunder 'If the Buyer is in breach of any term of any Contract or becomes Insolvent or being a body corporate has a Receiver appointed or passes a resolution for winding up or a Court makes an order to that effect or being an individual or partnership makes any composition or arrangement with his or their creditors or has a receiving order made against him or them.
18.2 Upon termination of a Contract by Genplus the Buyer grants to Genplus an irrevocable licence to use its trade mark or such other intellectual property rights as may be required without payment and without time limit to sell any Goods manufactured by Genplus for which the full purchase price has not been received.
19. Force Majeure
If Genplus is delayed or hindered in or prevented from performing any of its obligations under a Contract by reason of Act of God, fire, flood, accident ,explosion, breakdown or failure of plant or machinery, labour dispute, acts or regulations of Government, shortage of material or fuel or labour or transport or by reason of any cause whether or not of the same nature as the foregoing beyond its reasonable control, it shall be under no liability to the Buyer in respect of the non-performance of such obligations but the time for performing the same shall be extended until the operation of the causes preventing hindering or delaying the performance thereof has ceased.
20. Assignment
No Contract shall be assigned by the Buyer without Genplus' prior written consent.
21. Proper Law
The construction, validity and performance of all Contracts shall be governed by English law and subject to the non-exclusive jurisdiction of the English courts.
