Terms & Conditions
Terms and Conditions of Sale
1 Contract
i) TERMINOLOGY
In these conditions “Contract” means the Order and the Vendor’s acceptance of the Order.
“Goods” means the goods or commodities agreed in the Contract to be supplied to the Purchaser by the Vendor.
“Order” means the Purchaser’s written order, or verbal order for the supply of Goods, incorporating these conditions.
“Purchaser” means the person, firm, or company placing the order with the Vendor, either verbally or a written order.
“Price” means the price for the goods, excluding VAT, notified by the Vendor to the Purchaser in the Contract, subject to alteration as permitted by these conditions. “Sale Confirmation” means the Vendor’s written acceptance of the order,
and “Vendor” means G.A. Imports Ltd, or such other trading name, subsidiary or associated company of G.A. Imports Ltd with whom the Purchaser makes the Contract.
ii) FORMATION
a) These conditions are the only conditions upon which the Vendor is prepared to deal with the Purchaser and they shall govern the Contract to the entire exclusion of all terms and conditions sought to be imposed by the Purchaser.
b) Each Order for Goods by the Purchaser from the Vendor shall be deemed to be an offer by the Purchaser to purchase Goods subject to these terms and conditions. Acceptance of delivery of the Goods, shall be deemed conclusive evidence of the Purchasers acceptance of these terms and conditions. The Vendor shall not be bound by any Order not accepted by it, as evidenced by the issue of the Sales Invoice
c) These terms and conditions apply to all sales of the Vendor and can only be varied if such variation is agreed in writing by the Vendor to the Purchaser.
iii) PARTIES
The Vendor contracts as a principle only (unless stated otherwise in the contract). The Purchaser shall be deemed to have bought as principle and not otherwise. The contract shall be personal to the Purchaser and may not be assigned without the written consent of the Vendor. iv) QUOTATION/OFFERS
a) The price quoted by the Vendor for the Goods is based on current production, and shipment and delivery costs, (as applicable) at the date of the contract. If between the date of the contract and the date upon which the Goods are ready for delivery an increase in these costs shall be imposed on the Vendor, the Vendor has the right to ask for an additional sum from the Purchaser equivalent to the increased cost to the Vendor of the material or Goods supplied plus any increase in shipping/delivery costs. All prices are subject to addition of VAT when appropriate.
b) The price is for the quantities and delivery/shipment conditions agreed between the Vendor and the Purchaser in the Contract, or Invoice. c) The Purchaser shall, in addition to the Price, pay all relevant additional charges as set out in clause V1 (Additional Charges) below. v)
CANCELLATION OR SUSPENSION
a) No cancellation by the Purchaser is permitted except where expressly agreed by the Vendor in writing.
b) The Purchaser will in the event of agreed cancellation by the Purchaser indemnify the Vendor fully against all expenses incurred up to the time of such cancellation.
vi) ADDITIONAL CHARGES
a) The Purchaser shall bear all charges for collection, packaging, shipment, cartage, warehousing, insurance, and other expenses incurred by the Vendor in the delivery of the Goods unless the Contract specifies that the price includes delivery and these charges.
b) The Vendor may in its absolute discretion make a reasonable charge for the custody of such Goods or any part thereof including financing costs retained by the Vendor where the Purchaser does not accept delivery when pre offered by the Vendor.
c) Any delay in acceptance of the Goods by the Purchaser may incur penal rent charges and storage charges. The Purchaser is solely responsible for these charges.
d) The Vendor may in its absolute discretion charge delivery costs against the Purchaser, if an order has been dispatched, and the Purchaser does not accept delivery, or is not present to accept delivery.
e) Demurrage charges may be levied at a reasonable rate, where discharge of the Vendors/Vendors subcontractor’s vehicle takes in excess of 2 hours.
vii) PROPER LAW
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by and construed in accordance with the law of England and the parties submit to the exclusive jurisdiction of the English Courts.
viii) GENERAL
a) If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly invalid, void, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
b) Failure or delay by the Vendor in enforcing or partly enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the contract. c) Any waiver by the Vendor of any breach of, or default under, and provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
d) The parties to this contract do not intend that any term of this contract will be enforceable by virtue of the Contracts (Right of Third Parties) Act 1999 by any person that is not a party to it. e) These conditions constitute the entire and only agreement between the parties relating to the Contract and supersede and extinguish any agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating to or in connection with the Contract. 2)
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DELIVERY
i) PLACE Unless otherwise agreed in writing the Vendor shall arrange for delivery of the Goods to be made to the Purchaser’s store.
ii) DATES The Vendor will use all reasonable means to deliver the Goods within the time specified by the Vendor in the Contract, or verbally by either the Vendor, or their subcontractors. Whilst the Vendor will use all reasonable endeavours to estimate the time and date of the delivery accurately, delivery times are not to be construed as forming part of the contract. The Purchaser shall not be entitled to refuse to accept the Goods in the event of the Vendor (for whatever cause) being hindered or delayed in completing the Contract in whole or part by the estimated delivery date. The Vendor shall not be liable for any loss whatsoever or howsoever arising caused by any failure to deliver Goods by the estimated delivery date.
iii) INSTALMENTS The Vendor may deliver Goods by instalments and each delivery shall be treated as a separate Contract. The Purchaser shall accept delivery of the Goods when delivered on behalf of the Vendor and shall provide all instructions required to enable delivery to be carried out. If the Purchaser shall fail to provide such information the Vendor may cancel delivery and take such steps as it considers necessary to dispose of the Goods. The Purchaser shall indemnify the Vendor fully against any costs incurred by the Vendor as a result of such action or delay.
iv) FORCE MAJEURE The Vendor reserves the right to defer the date of delivery, to cancel the Contract (in whole or in part) or to reallocate any available supply of goods at its discretion between its customers as it thinks fit if it is prevented from or delayed in carrying on of its business due to circumstances beyond the reasonable control of the Vendor including, without limitation, acts of God, governmental action, war or national emergency, acts of terrorism, protests riots, civil commotion, fire, explosion, flood, epidemic, lock outs, strikes, or other labour disputes, ( whether or not relating to either parties workforce), weather conditions preventing or delaying, felling or loading, discharging, shipping, or transportation or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. The Vendor shall have no liability to the Purchaser for any such delay or cancellation of the contract.
v) PROCESSING Any processing to Goods which is carried out at the request of the Purchaser by a third party is carried out at the expense ( where applicable ) and at the risk of the Purchaser on the terms and conditions agreed between the Purchaser and that third party. The Purchaser agrees to indemnify and hold the Vendor harmless against any costs, liability or claim that the Vendor may suffer (howsoever arising) as a result of the processing by a third party.
vi) VARIATIONS IN QUANTITY If the Vendor delivers an order, and there are shortages, or over shipments, or the inclusion therewith of Goods of a different description not included in the contract, this will not entitle the Purchaser to reject the whole consignment.
vii) WARRANTIES a) The Vendor warrants that it has the right to sell goods and that they are free from any charge or encumbrance unknown to the Purchaser and that they comply with the written terms and descriptions contained in the Contract. b) Goods are not tested and no warranty is given or shall be implied that goods are suitable for any specific purposes. c) The warranties set out in this clause are the only warranties given by the Vendor in respect of the Goods, and all other warranties, conditions and other terms relating to the Goods of whatever nature (save the condition implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law. d) Where the goods in the contract are planed timber, nominal measures stated are for pricing purposes only and whilst in most cases these will represent the size of the timber prior to planning they are not to be construed as such. e) While goods in the Contract are derived from timber, or are edge glued timber panels, measurements are approximate only, and reasonable tolerances from these sizes are permitted unless agreed to the contrary. viii) HAULAGE All Goods are carried within the United Kingdom under the Road Haulage Association conditions of carriage ( a copy of which can be supplied upon request) except to the extent that they are in conflict with these Conditions, in which case these conditions shall prevail.
x) DELIVERY NOTES All delivery notes either from the Vendor, or the Vendors subcontractors, must be signed by the purchaser at delivery for the tally as stated thereon. Failure to endorse variations in quantity or damage to the Goods, will invalidate claims thereon. If a delivery note is not clearly signed for as checked, but the word “unchecked” is written on the delivery note by the Purchaser (or similar wording with the same meaning is used) the purchaser MUST check the goods as regards quantity, quality, and damage before the expiry of the timeframe specified for making claims in clause 3 below. Failure to do this will invalidate any claims in these circumstances. The Purchaser must check goods upon delivery before signing the delivery note for the goods. When signing for the goods, damages must be noted in the notes section. Failure to do so may result in issues with claims.
3) CLAIMS
i) GENERAL Any claims made by the Purchaser in respect of errors relating to the quality of the Goods delivered, damage to Goods, or any other matters concerning quality, grade, and condition must be submitted in writing to the Vendor within fourteen (14) days of the Purchaser’s receipt of the Goods. Any claims made by the Purchaser in respect of damages incurred during delivery must be submitted in writing to the Vendor within seven (7) days of the Purchasers receipt of Goods. Failure to submit such a claim within this period shall constitute unconditional acceptance of the Goods and a waiver by the Purchaser of any and all claims of the nature specified herein. The Purchaser’s claims shall only be investigated in accordance with standard trade practice, provided that full payment for the Goods has been made, if due, or has been demanded in accordance with these Terms and Conditions. The Vendor shall bear no liability whatsoever if the bulk is broken, except where necessary to conduct a reasonable examination of the Goods. The Purchaser is responsible for establishing the identification of the Goods claimed to have been supplied by the Vendor. (See also Cancellation and Suspension of Contract 1.V). Goods returned or rejected without the Vendor’s prior written consent shall not be accepted for credit. The Vendor's specification, as calculated at its premises and subject to verification, shall form the basis for any credit where Goods are accepted as returned. To facilitate the efficient processing of any claims related to delivery, the Purchaser shall comply with the following procedures upon receipt of Goods: Inspection Upon Delivery – The Purchaser must inspect all Goods immediately upon receipt, prior to the departure of the delivery driver. Notation of Damages – Any visible damage or discrepancies must be noted on the Proof of Delivery (POD) document in the comments section at the time of signing. Immediate Notification – The Purchaser must notify the Vendor in writing without undue delay upon discovery of any issues. Failure to adhere to these procedures may result in the rejection of claims related to damaged or defective Goods. The Vendor shall not be held liable for any claims arising from non-compliance with the aforementioned requirements.
ii) LIABILITY a) The following provisions govern the Vendors entire liability (including any liability for the acts and omissions of its employees, agents, and sub-contractors) to the Purchaser in respect of: 1) Any breach of its contractual obligations under the contract, and: 2) Any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the contract, save that any exclusions or limitations shall not apply in the case of fraud or fraudulent concealment. 3) Any act or omission on the part of the Vendor or its employees, agents or subcontractors falling within clause 3(1)a, above shall, for the purposes of this clause, be known as an “Event of Default”. If a number of Event of Default give rise to substantially the same loss they shall be regarded as giving rise to only one claim under the contract. 4) The Vendors liability to the Purchaser for death or personal injury arising from its negligence shall not be limited. 5) The Vendor shall not be liable to the Purchaser in respect of any Event of Default for: - 1) Loss of profits, loss of operations, loss of contracts, loss of market share or loss of goodwill. 2) Increased costs or expenses 3) Any type of special, indirect or consequential loss. Including such loss or damage suffered by the Purchaser as a result of any action brought by a third party, even if such loss was reasonably foreseeable or the Vendor had been advised of the possibility of the Purchaser incurring it. 4) The Vendor shall have no liability to the Purchaser in respect of an Event of Default unless the Purchaser serves notice of the same upon the Vendor within 12 months of the date it became aware of the circumstances giving rise to the Event of Default or the date it ought reasonably to have become so aware, whichever is the earlier. 5) Unless stated otherwise, the Vendor's liability in contract, tort, breach of statutory duty or otherwise, including any liability for negligence, however caused arising out of or in connection with the Contract shall be limited to the Price, in respect of any Event of Default.
4) PAYMENT
ii) GENERAL a) The Purchaser shall pay the price, together with all other sums due under the contract, to the Vendor in accordance with the terms of payment stated on the Contract. b) If payment terms quote a discount for prompt settlement, discount will only apply when specific terms are adhered to and in default, goods are sold strictly net. c) The Purchaser may not withhold payment of any amount due to the vendor by reason of any right of set off or counterclaim which the purchaser may have for any reason whatever. d) If payment is not made by the due date and is still overdue, or payment has been received later than the due date, the vendor shall be entitled to recover from the purchaser interest on any amount for which credit is taken in excess of the agreed terms at the rate of 2% per 30-day period or at any rate currently in force of a greater amount on the invoice. Interest charges may be levied at any time prior or subsequent to payment being received by the vendor. The purchaser is liable for costs of re-presentation of protesting cheques bills of exchange. In addition, any legal or any consequential costs incurred by the vendor in taking action to recover a debt shall be payable in full by the Purchaser. References to monthly account are deemed to mean payments receivable by the vendor by the last day of the month following the month during which delivery has been made. Where an account balance includes interest, the vendor may allocate payments first to interest amounts due or otherwise as it sees fit. e) The Vendor reserves the right to demand full or partial payment before proceeding further with a contract if any monies are not paid on the due date. A tolerance of an overdue situation does not in any way diminish the right to impose the condition. f) If the Purchaser defaults in payment, the vendor may in addition to other rights hereunder suspend performance of or terminate the Contract and may also cancel any other contracts with the Purchaser without incurring any liability to the Purchaser in respect of such cancellation without prejudice to the Vendors compensation. g) If the arrangements for payment or credit of the Purchaser become unsatisfactory in the vendor’s opinion, then the Vendor may, by notice to the Purchaser, make the purchase price of all goods invoiced or despatched by the vendor become forthwith due and payable and the Vendor shall be entitled to suspend or cancel further deliveries on any contract without prejudice to any other rights of the vendor. h) Any additional costs or loss of profit incurred by the vendor as the result of delay, suspension or cancellation pursuant to this clause shall be for the account of the Purchaser i) Where the vendor owes any amount to the Purchaser, the vendor reserves the right to contract and set off that amount against any amount due to the Vendor by the Purchaser under this or any other contract whether or not any such amount is due according to the payment terms agreed.
ii) RETENTION OF TITLE AND RISK a) The goods shall be at the risk of the Purchaser from the time they are ready for collection by it or delivered to it and, accordingly, from such time the Purchaser shall be obliged to insure the goods for their full replacement value until payment of the price has been made to the vendor. b) Notwithstanding delivery and the passing of the risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the purchaser until the purchaser has paid in full to the vendor, in cash or cleared funds, the whole price of the goods, together with payment in full for all other goods supplied under the contracts between the Vendor and the Purchaser. Payment in full for the goods or such other goods shall include the amount of any interest or other sum payable under the terms of the contract and all other contracts between the Vendor and the Purchaser under which the goods were delivered. Until such sums have been paid the Purchaser holds the goods as bailee for the Vendor. Whilst acting as such bailee the purchaser shall not pledge or allow any lain or charge to be created over the goods or any document of title thereto and will not deal with the goods except in the ordinary course of business. c) If the Purchaser sells the goods in such manner as to pass a valid title to a third party, the Purchaser shall hold the proceeds of such sale (and pending payment the right to receive the proceeds of such sale) on trust for the Vendor. The Purchaser agrees that prior to payment of the price, the Vendor may at any time enter on the Purchasers premises and remove the goods and that prior to such payment the purchaser shall keep the goods at all times separate and identifiable for such purposes. Nothing shall constitute the Purchaser as the agent of the Vendor for the purpose of any such sub-sale d) The Purchaser agrees that it will not make use of any goods in respect of which the price has not been paid in any manufacturing process or operation. e) Notwithstanding any other provisions of these conditions the Vendor may at its sole discretion and at any time by notice in writing to the Purchaser transfer the property in the goods to it.
5) DEFAULT OF PURCHASER
i) GENERAL If the Purchaser commits any breach of these conditions or not being a limited company becomes bankrupt or compounds or makes or attempts to make any arrangements with its creditors or if, being a limited company, calls a meeting of creditors, goes in to liquidation whether compulsory or voluntary, or has a receiver appointed of its assets, then and in any such case without notice, the vendor may; A} withhold delivery of goods or determine all or any of its contracts or accounts then outstanding with the Purchaser. The Vendor may re-sell any goods not paid for in full and the Purchaser shall repay any loss sustained to the Vendor. Any deposit paid by the Purchaser shall be forfeit to the Vendor. Any monies outstanding on any account from the Purchaser shall become immediately due and payable. The Purchaser will be liable for any losses or costs incurred by the Vendor in the determination of contracts or accounts; and B} exercise a right of set off for any amount lawfully due and payable to the Purchaser by the Vendor against any amount due to the Vendor by the purchaser.
6) LIEN The Vendor shall have a general lien over all goods belonging to the Purchaser in the Vendors possession for whatever reason in respect of all monies due from the Purchaser to the Vendor on any account and the Vendor may enforce such lien by sale at any time.
7) ENVIRONMENTAL CERTIFICATION POLICY The Vendor shall ensure that all product certification claims related to FSC® (Forest Stewardship Council) and PEFC™ (Programme for the Endorsement of Forest Certification) are accurate, up to date, and fully compliant with the respective certification body’s standards. The Vendor shall make certification documentation available to the Purchaser upon request and shall ensure that all product codes clearly distinguish certified products to prevent misrepresentation. The Purchaser acknowledges and accepts that it is their sole responsibility to verify with the Vendor, prior to purchase, whether a product meets their specific certification requirements. The Vendor shall not be held liable for any claims, damages, losses, or non-compliance issues arising from the Purchaser’s failure to confirm certification status before completing a transaction. All certification claims shall strictly adhere to FSC® and PEFC™ requirements, and no product shall be marketed or sold as certified unless it is explicitly documented as such in the Vendor’s records. FSC® Certification Requirements FSC®-certified products shall be clearly identified on all relevant documentation, including but not limited to delivery notes, invoices, and any accompanying paperwork. Such documentation shall include the FSC® product code and corresponding certificate number when applicable. FSC®-certified products shall bear clear FSC® labeling on all paperwork. Non-certified products will not display FSC® certification details but will not be explicitly marked as non-certified. FSC®-certified and non-certified products shall be physically segregated at all stages to ensure compliance with FSC® chain-of-custody requirements. PEFC™ Certification Requirements The Vendor is PEFC™ certified for all Pine products excluding ‘Radiata’ and shall ensure that any PEFC™ certification claims are supported by valid documentation in accordance with PEFC™ standards. All PEFC™-certified products shall be properly labeled and identified on invoices and delivery notes. The Vendor shall maintain appropriate records and documentation to demonstrate compliance with PEFC™ certification requirements. This policy shall be reviewed biannually to ensure continued compliance with FSC® and PEFC™ regulations. Any misuse or misrepresentation of certification claims may result in corrective action, up to and including the revocation of certification claims for non-compliant products.
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