1. Interpretation 1.1 In these Conditions:
"Buyer" means the person specified in the Order.
"Conditions" means the standard terms and conditions of sale and/or supply set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Company.
"Contract" means the contract for the sale and/or supply of the Goods as constituted by the Order and the Conditions.
"Goods" means the goods (including any instalment of the goods or any parts for them) specified in the Order.
"Order" means the order form to which the Conditions are attached.
"Company" means Genesis Technologies Limited, a company registered in Scotland with registered number SC308520 and having its registered address at Office No 1, Evans Business Centre, Easter Inch, Bathgate, West Lothian, Scotland, EH48 2EH. 1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Supply 2.1 The Company shall sell and the Buyer shall purchase the Goods in accordance with the Order which is accepted by the Company (unless written notice to the contrary is given by the Company to the Buyer within seven days of receipt by the Company of the Order), subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions of the Buyer or otherwise. 2.2 Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company.
3. Orders and Specifications 3.1 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms. 3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Order. 3.3 If the Goods are to be manufactured or any process is to be applied to the Goods in accordance with a specification submitted by the Buyer, the Buyer hereby indemnifies the Company and will keep the Company indemnified on demand against all loss, damages, costs and expenses awarded against or incurred by the Company or its suppliers in connection with the Goods, or paid or agreed to be paid by the Company or its suppliers in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Companyâs use of the Buyerâs specification. 3.4 The Company (and its suppliers) reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements of any competent authority of valid jurisdiction or, where the Goods are to be supplied to the Companyâs (or its supplierâs) specification, which do not materially affect their quality or performance.
4. Price of the Goods 4.1 The price of the Goods is exclusive of any applicable value added tax (âVATâ), which the Buyer shall be additionally liable to pay to the Company, and unless otherwise agreed, shall be the price listed in the Companyâs published price list current at the date of acceptance of the Order. 4.2 The Company reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture or increase in price charged by the Companyâs suppliers), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company dequate information or instructions. 4.3 Except as otherwise stated in any price list of the Company, and unless otherwise agreed in writing between the Buyer and the Company, all prices are given by the Company on an ex works the Companyâs Benelux warehouse at Genesis Technologies Benelux bvba Kalkhoevestraat 1, Poort 2, B-8790 WAREGEM basis, and where the Company agrees to deliver the Goods otherwise than at the Companyâs premises, the Buyer shall be liable to pay the Companyâs charges for transport, packaging and insurance. 4.4 The cost of pallets and returnable containers (if any) will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Company before the due payment date.
5. Terms of payment 5.1 The Buyer shall make payment of the price of the Goods (plus VAT) in full in advance of delivery of the Goods, unless otherwise agreed in writing between the Buyer and the Company. 5.2 Any sums not received by the Company when due shall incur interest on a daily basis at the rate of 5% per annum above the base rate of The Royal Bank of Scotland plc from the date such sums become due until the date of actual payment.
6. Delivery 6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Companyâs premises within 72 hours of the Company notifying the Buyer that the Goods are ready for collection (after which delivery shall be deemed to have taken place whether or not the Buyer has collected the Goods) or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place. 6.2 Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer. 6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7. Risk and Property 7.1 Risk of damage to or loss of the Goods shall pass to the Buyer; 7.1.1 In the case of Goods to be delivered at the Companyâs premises, at the time when the Company notifies the Buyer that the Goods are available for collection; or 7.1.2 In the case of Goods to be delivered otherwise than at the Companyâs premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods. 7.2 Notwithstanding 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 Buyer until the Company 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 Company to the Buyer for which payment is then due.
8. Warranties and Liability 8.1 Subject to the conditions set out below (and the terms of Clause 3 hereof) the Company 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 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire. 8.2 The above warranty is given by the Company subject to the following conditions: 8.2.1 The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer; 8.2.2 The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Companyâs instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Companyâs approval; 8.2.3 The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; 8.2.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company; and 8.2.5 The above warranty is given subject to any more restricted warranty provided by the Companyâs supplier of the Goods, in which event the warranty given by the Company shall reflect the warranty given by such supplier. 8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 8.4 Any claim by the Buyer 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 Buyer) be notified to the Company within seven 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 Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 8.5 Except in respect of death or personal injury caused by the Companyâs egligence, the Company shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions. 8.6 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Companyâs obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Companyâs reasonable control.
9. Insolvency of Buyer 9.1 This clause applies if: 9.1.1 The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a corporation) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or 9.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or 9.1.3 The Buyer ceases, or threatens to cease, to carry on business; or 9.1.4 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. 9.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. General 10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 10.2 All copyright and other intellectual property rights in any drawings and designs created by the Company shall be retained by the Company and all such drawings and designs must not be used in whole or in part without the Companyâs prior written consent. The Company reserves the right to make a reasonable charge for use of any drawings and/or design of any layouts, or any cancelled or non-accepted schemes. 10.3 No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provisions. 10.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provision of these Conditions and the remainder of the provisions in question shall not be affected. 10.5 The Contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.