1.    Interpretation

(a)    In these conditions-

    “Purchaser” means the person whose order for Goods is accepted by the Seller

    “Goods” means the Goods including any installment of the Goods or any part for them which the Seller is to supply in accordance with the Conditions

    “Seller” means Golledge Electronics Limited (registered in England under number 2525681) whose registered office is at Eaglewood Park ILMINSTER Somerset England TA19 9DQ.

    “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Purchaser and the Seller in accordance with condition 2(f).

    “Contract” means the contract for the sale and purchase of the Goods.

(b)    Any reference in these Conditions to any provision of a statute shall be construed a reference to that as amended, re-enacted or extended at the relevant time.

(c)    The heading in these Conditions are for convenience only and shall not affect their interpretation.

Unless otherwise stated in writing the following conditions apply to all sales:-

2.    Quotation and Acceptance

(a)    Quotations shall remain valid for a period of thirty days from the date of issue and represent no obligation on the part of the Seller until the Seller accepts the Purchaser’s order.

(b)    Where quotations for imported Goods are based upon current rates of exchange of sterling with foreign currencies this will be shown on the quotation and the Seller reserves the right to amend any such quote should a material fluctuation in the relevant exchange rate occur.

(c)    Written confirmation of orders placed by telephone must be clearly marked as such as the Seller is not bound to accept back any Goods supplied in a duplicate delivery in the belief that the document was an original order.

(d)    It is the responsibility of the Purchaser to ensure that the specifications for Goods as shown on the Seller’s acceptance of order are complete and correct for the intended application. Where the Purchaser supplies only the working frequencies of equipment for which frequency control devices are ordered the Seller shall not be held responsible for any error in the calculation of the frequency of such devices.

(e)    The Conditions shall prevail in the event of inconsistency between the Conditions and any terms and conditions on which the Purchaser seeks to rely.

(f)    No variation of the Conditions shall be binding unless agreed in writing between the authorized representative of the Seller and the Purchaser.

(g)    The Seller’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Seller in writing.

(h)    Any samples illustrations or descriptive material including but not limited to information contained in the Seller’s brochures, advertising material or elsewhere shall not form part of the Contract and shall be treated as approximate and for guidance only unless specifically stated otherwise. The Seller may at its discretion from time to time vary the design of the Goods from that advertised without notice to the Purchaser provided that any such variations do not constitute material alterations to the Goods.

3.    Price and Delivery

(a)    Prices do not include VAT.

(b)    Carriage and delivery will be arranged at the request and expense of the Purchaser. Where applicable, COD charges will be added to the price of the Goods.

(c)    Any delivery period quoted is an estimate only and commences from the Seller’s written acceptance of the Purchaser’s order. Provided the Seller takes all reasonable steps to deliver the Goods by the date stated the Seller shall be under no liability for failure so to do.

(d)    The Seller reserves the right to deliver in more than one consignment and to invoice each consignment separately, each delivery constituting a separate contract and any failure by the Seller to deliver one or more consignment in accordance with the Conditions or any claim by the Purchaser concerning one or more of the consignments shall not entitle the Purchaser to treat the Contract as repudiated.

(e)    If the Seller fails to deliver the Goods for any reason than any cause beyond the Seller’s reasonable control or the Purchaser’s fault, and the Seller is accordingly liable to the Purchaser , the Seller’s liability shall be limited to the excess (if any) of the cost to the Purchaser (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.

4.    Title and Risk

(a)    Notwithstanding any 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 Purchaser until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Purchaser for which payment is then due.

(b)    Until such time as the property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Purchaser shall be entitled to resell the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Purchaser and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

(c)    Until such time as the property in the Goods passes to the Purchaser (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 Purchaser to deliver up the Goods to the Seller and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.

(d)    Risk in the Goods shall pass to the Purchaser on the Goods leaving the Seller’s premises.

5.    Payment

(a)    In the case of UK deliveries payment shall be due thirty days from the end of the month in which the Goods are invoiced except where CWO or COD terms are stipulated. Any discounts specified by the Seller shall apply only where payment is so received. Payment shall not be withheld on account of any claim by the Purchaser against the Seller. The Seller reserves the right to charge interest at 2% per month compound after the end of the month following that of invoice.

(b)    The Seller reserves the right to suspend deliveries where payment due from the Purchaser to the Seller remains overdue.

6.    Description

(a)    The Goods will be to the manufacturer’s current specification.

(b)    The Seller shall make every effort to ensure the accuracy of literature describing Goods,but (so far as is permitted by law) accepts no liability in contract, tort or otherwise, for any damages or injury arising directly or indirectly from any omission or error in such literature.

7.    Force Majeure

The Seller shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the Contract due to causes outside the reasonable control of the Seller including but not limited to act of God, fire, floods, war and civil disturbances or riot, acts of Government, currency restriction, labour disputes, strikes, unavailability of materials or failure of supplier, carrier or subcontractor to deliver on time.

8.    Price Variation

    The Seller reserves the right to increase the price of Goods at any time prior to delivery to reflect any increase in costs to the Seller where the increase is due to any factor beyond the control of the Seller including any significant increase in the cost of labour, materials and other costs of manufacture or any act or default of the Purchaser including the cancellation by the Purchaser of part of any order.

9.    Storage

    When delivery is delayed for reasons attributable to the Purchaser or its agents, storage and other additional costs will be charged to the Purchaser and the Goods will be at the Purchaser’s risk from the commencement of such delay. The Seller reserves the right to invoice the Goods at the original delivery date and, in case of non-standard items, the option to sell the Goods at the best possible price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract.

10.    Patent Rights

(a)    The sale of the Goods and the publication of literature by the Seller does not imply freedom from patent, registered design or other industrial property right in respect of the Goods or literature published.

(b)    The Purchaser warrants that the design and specifications supplied by it to the Seller will not involved the infringement of any patent, registered design or other industrial property right in the manufacture and sale of the Goods by the Seller.

(c)    The Purchaser undertakes
(i)    to promptly inform the Seller of any threatened claim as to infringement of patent or any third party rights by or in connection with the Goods and to take all reasonable steps at the request of the Seller to enable the Seller to defend such a claim.

(ii)    to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any patent, registered design or other industrial property right in the manufacture sale or application of the Goods arising out of or in connection with the matters described in paragraphs 10(a) and or 10(b) above.

11.    Purchaser’s Items

    Items supplied by the Purchaser shall be of suitable quality and shall be provided free of charge in sufficient quantities and at the times required by the Seller. Any defect in items supplied by the Purchaser shall not entitle the Purchaser to rescind the contract, reject the Goods, make deductions from the contract price or claim damages in respect of such defect and the Purchaser shall indemnify and keep indemnified the Seller from and against all actions, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Purchaser.

12.    Origin of Goods

    The Seller makes no representation and gives no warranty in respect of the sources of origin of manufacture or production of the Goods or any part thereof.

13.    Warranties and Liability

(a)    The Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from the date of their initial use or six months from delivery, whichever is the first to expire.

(b)    The above warranty is given by the Seller subject to the following conditions-
(i)    the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Purchaser

(ii)    the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or in writing), misuse, alteration, or repair of the Goods without the Seller’s approval.

(c)    Subject as expressly provided in these Conditions all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

(d)    Where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights of the Purchaser are not affected by these Conditions.
(e)    Any claim which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Purchaser) be notified to the Seller within three days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Purchaser does not notify the Seller of any claim in accordance with the provision of this Condition, the Purchaser shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

(f)    Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall, at its sole discretion, replace the Goods (or the part in question) free of charge or refund to the Purchaser the price of the Goods (or a proportion part of the price) but the Seller shall have no further liability to the Purchaser.

(g)    Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Purchaser by reason or representation ,or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their resale by the Purchaser, except as expressly provided in these Conditions.

14.    Order Cancellation and Amendment

(a)    Cancellation of or amendments to orders for the Goods to be on express or faster than normal delivery will not be accepted. Acceptance of a cancellation or amendment to orders for Goods requested by the Purchaser to be on normal delivery shall be at the discretion of the Seller and is subject to the Purchaser indemnifying the Seller for all loss (including loss of profits), costs (including the cost of labor and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

(b)    Amendments by the Purchaser which involve a reduction in the order quantity are subject to an increase in price to that which is relevant to the quantity requested by the amendment.

15.    Returned Goods

(a)    No returns are to be remitted without the Seller’s prior consent.

(b)    All returns must be at the Purchaser’s expense in conditions in which they were supplied and must be accompanied by a note of the invoice number against which they were supplied together with a full report if alleged to be defective, the Purchaser having complied with the provisions of Condition 13(e).

16.    Indemnity - Product Liability

    The Purchaser agrees to indemnify the Seller against any damages, losses, costs, claims or expenses incurred by the Seller in respect of any liability of the Seller towards a third party arising out of or in connection with any of the Goods supplied by the Seller or their operation or use and whether arising by reason of the negligence of the Seller or otherwise.

17.    Termination

    If the Purchaser commits any breach of the terms and conditions of the Contract or suffers distress or execution or becomes insolvent as defined by the Insolvency Act 1986 or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver is appointed over any part of the Purchaser’s business, the Seller may without prejudice to any rights which may have accrued or which may accrue to it terminate the Contract summarily by notice in writing.

18.    Law

    Any question of law relating to these Conditions or agreed amendments thereof or the terms of any contract between the Purchaser and the Seller shall be determined in all respects by the laws of England and the parties hereby accept the non-exclusive jurisdiction of the Courts of England and Wales.