Terms & Conditions
GYS Ltd. enters into all agreements with the buyer of the goods solely on the basis of these terms and conditions. No other conditions of purchase, whether of general application or otherwise, of the buyer of goods shall be of any effect notwithstanding that the same appear on any document sent by the buyer of goods to GYS Ltd. No addition to or variation of or exclusion of these conditions shall have effect unless GYS Ltd. shall have assented thereto in writing such assent to be signed by a director of GYS Ltd. No representation or warranty shall bind GYS Ltd. unless made in writing signed by a director of GYS Ltd. and expressly stated to be made in pursuance of this clause. All orders for Goods shall be deemed to be an offer by the buyer to purchase goods pursuant to these conditions. Acceptance of delivery of the goods by the buyer and/or the signature by the buyer on GYS Ltd’s delivery advice shall not be taken as conclusive evidence of these conditions.
Limited scope of waiver
Any variation or waiver of these conditions or any representation or warranty made by GYS Ltd. pursuant to the terms and conditions shall be binding upon GYS Ltd. only in relation to the particular contract or purpose specified and shall not, unless otherwise agreed in writing signed by a director of GYS Ltd, affect any other contract between GYS Ltd. and the buyer or the applicability of these conditions for any other purpose.
Prices and Payment
Unless otherwise agreed, payment of the price plus value added tax and any other statutory impositions together with any delivery or other charges payable is due in the currency indicated on the invoice in full and without any right of set off deduction or counterclaim howsoever arising. No discount, allowance or credit facility whatsoever will be given to the buyer unless specifically agreed upon by GYS Ltd. GYS Ltd. reserves the right in its absolute discretion to refuse to establish a credit facility for the buyer, to refuse credit to the buyer notwithstanding that a credit to account may already have been established and to withdraw established credit facilities. Without prejudice to all and any other rights of GYS Ltd. interest at 2% over the base rate for the time being adopted by GYS Ltd’s bankers from time to time shall, at the discretion of GYS Ltd., be payable by the buyer from the due date for payment until the payment is actually received by GYS Ltd. in respect of all and overdue payments. In the event of the buyer failing to comply with GYS Ltd’s terms of payment as the whole or part of the goods, GYS Ltd. reserves the right to discontinue forthwith the supply of any further goods. If GYS Ltd. has to instruct solicitors to recover monies owed by the buyer, the buyer will indemnify GYS Ltd. in respect of all fees and costs payable by GYS Ltd. to its solicitors or agents. All prices quoted by GYS Ltd. are exclusive of value added tax or any similar taxes, levies or duties, unless otherwise stated.
Any time / date stated by GYS Ltd. for delivery of the goods or part thereof is an estimate only and GYS Ltd. shall not be liable in any manner or for any loss or damage whatsoever for failure to supply within such time or for any delays in delivery. For the avoidance of doubt it is hereby agreed that time is not of the essence for delivery of the goods. The buyer shall inspect the goods on delivery and shall within 48 hours notify GYS Ltd. of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. In the same time, the buyer should make reservations on the carrier’s delivery note. The carrier’s delivery note must be endorsed with “Received damaged, open, and missing” and give a short description of the problem(s). Any request by the buyer for GYS Ltd. to produce proof of delivery shall be made within 30 days of the date of the relevant invoice. If the buyer shall fail to comply with the provisions contained in any of clauses mentioned above, the goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the goods and the buyer shall be deemed to have accepted the goods. Delivery shall be accepted by the buyer whenever the goods are tendered for delivery. No goods delivered to the buyer which are in accordance with the contract will be accepted for return without the prior written approval of GYS Ltd. and at the absolute discretion of GYS Ltd. If GYS Ltd. agrees to accept any such goods for returns, the buyer shall be liable to pay a charge equal to 15% of the invoice price. Such goods must be returned by the buyer carriage-paid to GYS Ltd. in their original shipping carton. Goods returned without the prior written approval of GYS Ltd. may at GYS Ltd’s absolute discretion be returned to the buyer.
Cancellation of orders will not be accepted without specific approval of GYS Ltd.
The property in the goods will pass when (and not before) all monies owing by the buyer whether pursuant to this contract or to any other contract between the parties (whether made before or after the date hereof) to GYS Ltd. shall have been fully paid. Subject to the following provisions of this clause, the buyer shall (at no cost of GYS Ltd.) keep the goods safely and separate them from other goods and marked in such a way that they are clearly identified as the property of GYS Ltd. Pending payment in full as aforesaid, the buyer may in the ordinary course of its business: sell at full market value the goods and the entire proceeds of such sale shall be held upon trust for GYS Ltd. shall not be paid into any overdrawn bank account and shall at all times be identified as GYS Ltd’s money. The buyer undertakes that upon being requested by GYS Ltd. to do so it shall promptly deliver the prescribed particulars of this contract to the Register of Companies in accordance with the Part XII of the Companies Act 1985 as amended and not oppose and give all due assistance to GYS Ltd. in the registration of such bills of sale as GYS Ltd. shall from time to time in its absolute discretion require to secure all and any of its rights hereunder. Without prejudice to any other rights of GYS Ltd, if the buyer fails to do so all sums whatever owing by the buyer to GYS Ltd. shall forthwith become due and payable. If the buyer fails to do so, GYS Ltd. shall be entitled at any time thereafter to repossess any goods and seize and take possession of any new goods and for that purpose to enter upon any premises owned, occupied or controlled by the buyer where the goods and/or the new goods are situated and thereafter to sell the same giving credit for the net sale proceeds or salvage value (after deducting all costs and expenses incurred by GYS Ltd) against the monies due from and unpaid by the buyer (including interest).
Notwithstanding that property in the goods has not passed to the buyer, the risk in the goods shall pass to the buyer upon collection of the goods by the buyer from GYS Ltd’s premises or (if the goods shall be delivered by GYS Ltd. to an address specified by the buyer) upon delivery of the goods by GYS Ltd. to such address. The buyer shall insure and keep insured the goods to the full price against “all risks” to the reasonable satisfaction of GYS Ltd. until the date that property in the goods passes from GYS Ltd. and shall whenever requested by GYS Ltd. produce a copy of the policy insurance. Without prejudice to the other rights of GYS Ltd., if the buyer fails to do so all sums whatever owing by the buyer to GYS Ltd. shall forthwith become due and payable.
Conditions and Warranties
Subject to the provisions of this clause, there are no conditions of the contract and GYS Ltd. makes no representation or warranty whether express or implied (whether by virtue of the Sale of Goods Act 1979 or otherwise) as to whether the goods correspond with description and/or sample and/or that the goods are fit for their purpose and/or for any purpose made known to GYS Ltd. by the buyer.
All and any claims by the buyer against GYS Ltd. that ought to be apparent on reasonable inspection must be notified in writing to GYS Ltd. within 3 days of the delivery of the goods in connection with which it is alleged the claim arises and in any other case within 5 days of the date on which the matter giving rise to a claim actually becomes or ought reasonably to have become apparent. If no claim is submitted, any claim shall be deemed to be barred and absolutely waived. In no case whatsoever shall the liability of GYS Ltd. (whether for its own breach of contract and/or negligence and/or vicariously and/or otherwise arising) exceed the price paid. GYS Ltd. shall not be liable in any manner whatsoever to the buyer for any loss of profit, market, or of any contract or of any other consequential loss sustained or alleged to be sustained by the buyer. Prior to the making of any claim the buyer shall return the goods allegedly defective to GYS Ltd. and if accepted by GYS Ltd. to be defective shall at the request of the buyer and if practicable be replaced by GYS Ltd. without charge. If the goods have been modified or added to in any way after delivery to the buyer without GYS Ltd’s prior written consent then GYS Ltd. accepts no liability or responsibility for any defect howsoever arising from the date of such modification or alternation.
If the supply of any of the goods shall be prevented by unavailability of the goods or of any raw material or constituent parts, any industrial action or dispute, wars, fires, floods or any natural disasters, any statutes, rules, regulations, orders or requisitions issued by any Government department, councilor other duty constituted authority, or by any circumstances whatsoever beyond the control of GYS Ltd, GYS Ltd. shall be at liberty to suspend or cancel the contract or that part thereof which is so affected without incurring any liability for any loss or damage arising there from howsoever caused, and provisions of the Law Reform (Frustrated Contracts) Act 1943 or any statutory amendment or re-enhancement thereof shall so far as is applicable apply.
In the event that the buyer ceases to carry on its business or has any distress or execution levied or threatened against any of its property or in the event that the buyer (being a company or limited liability partnership) has a winding up petition presented against it or a resolution proposed for its winding up or if a manager receiver administrative receiver or administrator is appointed of the whole or any part of its business or undertaking or in the event that the buyer (being an individual or partnership) has a receiving order made against him (or any partner of the partnership) or a bankruptcy petition presented in respect of him (or any partner of the partnership) then GYS Ltd. shall (without prejudice to all and any of its other rights) be entitled forthwith to withhold the delivery of any goods to be delivered whether pursuant to this contract or to any other contract between the parties whether made before or after the date hereof and to terminate such contract at its entire discretion upon giving written notice to the buyer so to terminate without any liability whatsoever on its part.
Promotional literature & technical information
While GYS Ltd. endeavors to ensure that the information contained in its brochures: technical literature, price lists, advertising matter or similar material furnished to the buyer is properly prepared, such information is intended solely as an indication of the goods offered. Nothing contained therein shall constitute a representation or warranty (whether collateral or otherwise) by GYS Ltd. No technical or other advice or information given by GYS Ltd. its servants or agents whether at the request of the buyer or otherwise shall constitute a representation or warranty by GYS Ltd. (whether collateral or otherwise). It is the buyer’s responsibility to ensure that the goods are suitable for their intended purpose.
Whilst we strongly support online communication tools, all proposed internet transactions need first to be approved by GYS Ltd.
Law and Jurisdiction
This contract and all matters and all things arising out of this contract or in any way concerned therewith shall be interpreted or construed in accordance with English Law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Court in Warwick.
UK WEEE Regulations
By purchasing this product, the customer is taking on the obligation to deal with the WEEE in accordance with the regulations of treatment, recycling, recovery and sound disposal .