In these Conditions:
‘GILCREST MANUFACTURING’ means Gilcrest Manufacturing Limited, Portview Road, Avonmouth, Bristol, BS11 9LQ (registered in England under number 4401860).
‘BUYER’ means the person, firm or company who accepts a quotation from Gilcrest Manufacturing for the sale of Goods (as next defined) or whose order for the Goods is accepted by Gilcrest Manufacturing.
‘CLAIMS’ means any and all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature and all costs and expenses whatsoever to the extent they may be incurred or suffered by the indemnified parties in connection with the Goods (including, without limitation, reasonable attorneys’ fees and expenses), fines, penalties (and other charges of applicable governmental authorities), damage to or loss of use of property (including, without limitation, consequential or special damages to third parties or damages to the Buyer’s property), or bodily injury to or death of any person(s) (including, without limitation, any agent or employee of the Buyer, user of the Goods, or any other person).
‘GOODS’ means manufactured building products, building systems or ancillaries (including any instalment of the Goods or any parts for them) which Gilcrest Manufacturing is to supply in accordance with these Conditions (as next defined).
‘CONDITIONS’ means the terms and conditions of sale of Gilcrest Manufacturing set out in this document and includes any special terms and conditions agreed in Writing (as defined below) between the Buyer and Gilcrest Manufacturing.
‘CONTRACT’ means the contract for the purchase and sale of the Goods.
‘WRITING’ includes telex, cable, facsimile transmission, electronic mail and post and any other comparable means of communication.
Any reference in the Conditions to any legal or statutory provision shall be constructed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
These Conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the Buyer with reference to the Goods and shall not be affected by any previous dealings between Gilcrest Manufacturing and the Buyer. These Conditions therefore constitute the sole terms and conditions of the Contract between Gilcrest Manufacturing and the Buyer. The initiation of performance under the Contract shall indicate the Buyer’s acceptance of these Conditions.
No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Gilcrest Manufacturing, nor shall the Buyer’s terms and conditions have any legal effect unless accepted by Gilcrest Manufacturing in Writing.
Gilcrest Manufacturing employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Gilcrest Manufacturing in Writing. In entering into the Contract, the Buyer acknowledges that it/he/she does not rely on any such representations, which are not so confirmed.
Any typographical, clerical or other error or omission in any sale literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Gilcrest Manufacturing shall be subject to correction without any liability on the part of Gilcrest Manufacturing.
Any advice or recommendation given by Gilcrest Manufacturing or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Gilcrest Manufacturing is followed or acted upon entirely at the Buyer’s own risk, and accordingly Gilcrest Manufacturing shall not be liable for any such advice or recommendation which is not confirmed.
Gilcrest Manufacturing (without prejudice to its other rights), in its absolute discretion, may unilaterally suspend or terminate the supply of any Goods, with immediate effect, if the Buyer breaches the terms of the Contract and/or these Conditions, if the Buyer has suspended payment and becomes insolvent, if a trustee in bankruptcy, receiver, liquidator, administrative receiver is appointed over all or any of its assets, if the Buyer enters into a voluntary arrangement with its creditors, if a resolution for the dissolution and/or winding up of the Buyer has been adopted, if the enterprise operated by the Buyer has been fully or partly transferred to a third party without consent of Gilcrest Manufacturing, or if Gilcrest Manufacturing reasonably believes that any of the said events may occur.
The specification and design of the Goods (including any patent, copyright, design, trademark or other industrial or intellectual property in them) shall be the property of Gilcrest Manufacturing. The Buyer shall not reproduce, modify, transfer, grant, assign, license or use any industrial or intellectual property owned by Gilcrest Manufacturing. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of Gilcrest Manufacturing, then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly, or supply of Goods shall not infringe any of the rights of any third party. In the event these designs or specifications infringe the rights of third parties, the Buyer shall indemnify Gilcrest Manufacturing against all loss, damages, costs and expenses awarded against or incurred by Gilcrest Manufacturing in connection with or paid or agreed to be paid by Gilcrest Manufacturing in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from Gilcrest Manufacturing’s use of the Buyer’s designs or specifications.
All sales are subject to written acceptance by Gilcrest Manufacturing and Gilcrest Manufacturing reserves the right to reject any order for any reason, or no reason at all, in its sole discretion. Gilcrest Manufacturing reserve the right to make any changes in the specification of the Goods without notice to the Buyer which are required to conform with any applicable safety or other legal and/or statutory requirements or, where the Goods are to be supplied to Gilcrest Manufacturing specification, which do not materially affect their quality or performance.
No order which has been accepted by Gilcrest Manufacturing may be cancelled by the Buyer except with the agreement in Writing of Gilcrest Manufacturing and on the terms that the Buyer shall indemnify Gilcrest Manufacturing in full against all loss (including loss of profit), costs (including the cost of all labour and materials used or pre-ordered), damages, charges and expenses incurred by Gilcrest Manufacturing as a result of cancellation.
When the Buyer places an order for Goods that require manufacture work from Gilcrest Manufacturing, the Buyer shall indicate to Gilcrest Manufacturing the date on which it/he/she will send the necessary material to Gilcrest Manufacturing. If such date exceeds three (3) months as from the date of the placement of the order, or if the Buyer has not sent the necessary material within three (3) months as from the date of the placement of the order, Gilcrest Manufacturing may, in its absolute discretion, increase the price of Goods at any moment until the necessary material sent by the Buyer is received by Gilcrest Manufacturing.
These Conditions shall take precedence over the Buyer’s terms and conditions of business unless expressly agreed to the contrary by Gilcrest Manufacturing and confirmed to the Buyer in Writing signed by the appropriate representative of Gilcrest Manufacturing.
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Gilcrest Manufacturing makes no warranty concerning the appropriateness of the Goods to the purposes for which the Buyer or its customer are acquiring same. Moreover, Gilcrest Manufacturing makes no warranty that the Goods or other intellectual property of Gilcrest Manufacturing does not infringe the rights of third parties.
PRICE & PAYMENT
The price of the Goods shall be Gilcrest Manufacturing quoted price at the date of acceptance of the order. Price lists provided by Gilcrest Manufacturing before the acceptance of the order shall only be considered as general information and shall not bind Gilcrest Manufacturing. Where the Goods are supplied for export, by pre
arranged letter of credit, from the United Kingdom, Gilcrest Manufacturing published export price list shall apply. All prices quoted are valid for thirty (30) calendar days only or until earlier acceptance by the Buyer, after which time they may be altered by Gilcrest Manufacturing without giving notice to the Buyer.
Gilcrest Manufacturing reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of Goods to reflect any increase in the cost to Gilcrest Manufacturing which is due to any factor beyond the control of Gilcrest Manufacturing, 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 Gilcrest Manufacturing without giving notice to the Buyer.
Except as otherwise stated under the terms of any quotation or in any price list of Gilcrest Manufacturing, and unless otherwise agreed in Writing between the Buyer and Gilcrest Manufacturing, all prices are given by Gilcrest Manufacturing on an ex-works basis, and where Gilcrest Manufacturing agrees to deliver the Goods otherwise than at Gilcrest Manufacturing premises, the Buyer shall be liable to pay Gilcrest Manufacturing charges for transport, packaging and insurance.
The price of the Goods is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to Gilcrest Manufacturing.
The cost of any pallets or returnable containers or ancillaries will be charged to the Buyer in addition to the price of the Goods if they are required to ensure safe delivery of the Goods.
Gilcrest Manufacturing reserves the right to cancel or suspend delivery or part delivery of Goods without incurring any liability whatever, for costs or delays to the Buyer for non-delivery or delays caused.
Gilcrest Manufacturing expects full payment prior to delivery of products, unless specifically agreed in Writing by Gilcrest Manufacturing prior to manufacture. Unless otherwise stated, payment for the Goods shall be received by Gilcrest Manufacturing within thirty (30) calendar days net from the date of the issuance of the invoice for the same period, by irrevocable letter of credit opened by the Buyer in favour of Gilcrest Manufacturing and confirmed by a bank in the United Kingdom acceptable to Gilcrest Manufacturing.
In the event payment is not received when due, interest shall be due at the rate of eight percent (8%), or the maximum permitted by law, on the unpaid portion of the invoice sum for each period of thirty (30) calendar days or part thereof from the due date. Gilcrest Manufacturing has the right to refuse to deliver the Goods if the Buyer is past due on any of its debts to Gilcrest Manufacturing.
The Buyer shall pay all of Gilcrest Manufacturing’s costs of collection of any amounts past due, including, but not limited to solicitors’ fees, court costs, witness fees, travel and lodging, etc. Gilcrest Manufacturing will be entitled to apply payments made by the Buyer first to pay those claims it deems appropriate, including interest, late charges, costs of collection, etc.
The Buyer, or its affiliates or assignees, will not be entitled to suspend its payment obligations to Gilcrest Manufacturing, claim any right to compensation and/or to offset its payment obligations with any obligations of Gilcrest Manufacturing to the Buyer, with such obligations being those set forth in these Conditions or any Contract between the Buyer and Gilcrest Manufacturing. If the Buyer does not fulfil its payment obligations to Gilcrest Manufacturing completely or within the applicable payment period, Gilcrest Manufacturing will be entitled to suspend its obligations to the Buyer completely and/or not to perform them. Gilcrest Manufacturing will also be entitled to terminate the Contract by notifying the Buyer in Writing.
In order to protect and secure payment of all debts due and owing from the Buyer and until Gilcrest Manufacturing has been paid in full, the Buyer hereby grants to Gilcrest Manufacturing a security interest in the Goods, and all proceeds and all accounts receivables resulting from the sale of the Goods.
Until the Buyer has paid for the Goods in full, the Buyer shall not pledge, mortgage, encumber, or create or suffer to exist a security interest in the Goods in favour of any person other than Gilcrest Manufacturing unless written approval of such other security interest is given by Gilcrest Manufacturing. Additionally, the Buyer agrees to keep the Goods insured to their full value until payment is received by Gilcrest Manufacturing. In the event the Buyer sells the Goods to a third party before payment in full is received by Gilcrest Manufacturing, the Buyer agrees to secure its security interest in the Goods at the time of sale to its customer in order to protect Gilcrest Manufacturing’s interests to the greatest extent possible.
DESCRIPTION, SAMPLES & CANCELLATION
The contract is not a contract or sale of goods by description and all drawings, data such as weights, dimensions, capacities, performance ratings, characteristics and other data included on Gilcrest Manufacturing’s website, catalogues, prospectus, circulars, advertisements, price lists and instructions sheets, specifications and advertising, howsoever, are issued by Gilcrest Manufacturing for the sole purpose of giving an approximate idea of the Goods described to them. They are mentioned only as general information and shall not form part of the Contract.
Any sample of the Goods is exhibited and inspected solely to enable the Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample.
RISK & DELIVERY
The Goods shall be delivered to the Buyers premises (or elsewhere as agreed by Gilcrest Manufacturing in Writing) and Gilcrest Manufacturing shall arrange for carriage of the Goods to such place of delivery and the carrier shall be deemed to be the Buyer’s agent. Risk in the Goods will pass to the Buyer on the Goods leaving Gilcrest Manufacturing premises or, if the Buyer wrongfully fails to take delivery, at the time when Gilcrest Manufacturing has tendered delivery.
If Gilcrest Manufacturing agrees in Writing, the Goods may be delivered by Gilcrest Manufacturing making the Goods available to the Buyer or any agent of the Buyer at Gilcrest Manufacturing premises and in such case, risk in the Goods will pass on removal of the Goods from Gilcrest Manufacturing’s premises.
Gilcrest Manufacturing has the right to deliver the Goods by instalments in any sequence. Any default or failure by Gilcrest Manufacturing in respect of one or more instalments will not vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
Any dates quoted by Gilcrest Manufacturing for the delivery of the Goods are approximate only and do not form part of the Contract. The Buyer will have to inform Gilcrest Manufacturing of required delivery dates and Gilcrest Manufacturing shall have no liability for loss, expenses, charges, or damages of whatever nature incurred by the Buyer if the approximate dates are not met. Time of delivery shall not be of the essence. The Goods may be delivered by Gilcrest Manufacturing in advance of any quoted delivery date upon giving reasonable notice to the Buyer.
If the Buyer fails to take delivery of the Goods (or any part of them) on the due date for whatever reason (including without limit inadequate access or an inappropriate area to receive the Goods) or to provide any instructions documents licenses or authorization required to enable the Goods to be delivered on the due date, Gilcrest Manufacturing shall be enlisted to the following options (and without prejudice to its order rights) upon given written notice to the Buyer:
To store (or arrange for storage of) the Goods and upon each written notice delivery will be deemed to have taken place, risk in Goods will pass to the Buyer and the Buyer will pay to Gilcrest Manufacturing on demand all costs and expenses (including but not limited to storage and insurance charges) arising from the failure and any additional costs and expenses of whatever nature incurred by Gilcrest Manufacturing in rearranging and making delivery of the Goods or:
To sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
Any claim that any Goods have been delivered in a damaged state (where the damage is obvious from physical inspection of the Goods at the date of delivery) must be marked by the Buyer on the delivery note at the time of delivery of the Goods, be notified by the Buyer verbally to Gilcrest Manufacturing within twenty
four (24) hours of delivery of the Goods.
Any claim that any Goods have been delivered in a damaged state (where the damage is not obvious from physical inspection of the Goods at the delivery but become obvious thereafter) must be notified by the Buyer verbally to Gilcrest Manufacturing within twenty-four (24) hours of the alleged delivery of the Goods. If panels are accepted and installed, the user is deemed to have accepted the Goods under a supply only contract and no subsequent claims will be accepted unless Gilcrest Manufacturing have agreed in Writing beforehand.
Any claim that any Goods have not been delivered must be marked by the Buyer on the delivery note at the alleged time of the delivery of the Goods and be notified by the Buyer verbally to Gilcrest Manufacturing within twenty-four (24) hours of the alleged delivery of the Goods.
Any claim under conditions 6.6, 6.7 or 6.8 must be confirmed by the Buyer in Writing to Gilcrest Manufacturing within seven (7) calendar days of delivery, verbal notification or alleged delivery of the Goods respectively. Each notification of a claim must give full details of the damage or non-delivery as appropriate.
The Buyer must afford Gilcrest Manufacturing or anyone nominated by Gilcrest Manufacturing (including without limit the carrier of the Goods) reasonable opportunity and facility to investigate any claims made by the Buyer regarding the damage or non-delivery under conditions 6.6, 6.7 and 6.8 and if requested by Gilcrest Manufacturing shall promptly return any Goods, complete with a collection note signed by the transport representative, which are the subject of a claim (together with any packaging) securely packaged and carriage paid to Gilcrest Manufacturing for examination.
If the Buyer proves to Gilcrest Manufacturing’s reasonable satisfaction that Goods have been delivered damaged or not delivered then Gilcrest Manufacturing will, at its option within a reasonable period, replace the Goods or give credit for their invoice value or repair damaged Goods provided always that Gilcrest Manufacturing shall have no liability for any damage caused by the Buyer or the carrier in taking delivery of the Goods or for any damage which may have occurred due to a matter referred to in the condition set out in section 7.5.2 below.
PROPERTY, WARRANTIES & LIABILITY
The Buyer shall not be entitled to withhold payment of any amount payable under the Contract to Gilcrest Manufacturing because of any disputed claim the Buyer has in respect of defective Goods or any other breach of the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract to Gilcrest Manufacturing any monies which are not then presently payable by Gilcrest Manufacturing for which Gilcrest Manufacturing disputes liability.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), Gilcrest Manufacturing shall be entitled at any time to require the Buyer to deliver up the Goods to Gilcrest Manufacturing and enter upon any premises of the Buyer or any third party where the Goods are stored to repossess the Goods.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Gilcrest Manufacturing’s agent and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, and insured and identified as Gilcrest Manufacturing property. The Buyer shall still be entitled to sell or use the Goods in the ordinary course of its business but shall immediately account to Gilcrest Manufacturing for the proceeds of sale of the Goods, including any insurance proceeds.
Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Gilcrest Manufacturing has tendered delivery of the Goods.
Gilcrest Manufacturing warrants that at the time of delivery the Goods will correspond with their specification and will be free from defects in material workmanship for a period of six ( 6 ) months from the date of their initial use or six ( 6 ) months from delivery, whichever is the first to expire, subject to the following conditions:
Gilcrest Manufacturing shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification by the Buyer.
Gilcrest Manufacturing 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 Gilcrest Manufacturing instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without Gilcrest Manufacturing approval, incorrect installation or erection of the Goods and any defect originating from any design or specification by the Buyer.
The Buyer must afford Gilcrest Manufacturing reasonable opportunity and facility to investigate any alleged breach of warranty and if requested in Writing by Gilcrest Manufacturing must promptly return any Goods which are the subject of the alleged breach (together with packaging) securely packed and carriage paid to Gilcrest Manufacturing for inspection.
The above warranty does not extend to parts, materials or equipment not manufactured by Gilcrest Manufacturing, in respect of which the Buyer shall be entitled (where the terms of such warranty or guarantee permit this) to the benefit of any such warranty or guarantee as is given by the manufacturer to Gilcrest Manufacturing.
Gilcrest Manufacturing shall be under no liability under the above warranty if the Buyer makes further use of such Goods after giving notice.
The above warranty does not extend to any damage or loss caused by transit.
Where any valid claim in respect of any of the Goods which is based on any defect in quality or condition of the Goods or their failure to meet specification is notified to Gilcrest Manufacturing in accordance with these Conditions, Gilcrest Manufacturing shall be entitled to replace the Goods (or the part in question). Gilcrest Manufacturing shall have no further liability to the Buyer. Gilcrest Manufacturing will not accept consequential loss claims under any circumstances. Nor consider any claims for any liability to third parties.
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 be notified to Gilcrest Manufacturing within fourteen (14) calendar days after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify Gilcrest Manufacturing accordingly, the Buyer shall not be entitled to reject the Goods and Gilcrest Manufacturing shall have no liability for such defect or failure and the Buyer is bound to pay the price as if the Goods have been delivered in accordance with the Contract.
Gilcrest Manufacturing’s warranty extends only to the original end-user purchaser and is not transferable to anyone who obtains ownership of the Goods from the original end user purchaser.
For all goods sold under PURACORE, the Buyer shall refer to the separate warranty document provided by Gilcrest Manufacturing (the “PURACORE Warranty”) as these goods are subject to specific warranty conditions that may vary from the conditions set out above.
Gilcrest Manufacturing 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 Gilcrest Manufacturing’s obligations in relation to the Goods.
Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Gilcrest Manufacturing reasonable control, without being limited to, that may incur delay or failure in performing Gilcrest Manufacturing’s obligations in relation to the Goods:
Act of God, explosion, drought, earthquake, flood, tempest, fire, explosion, accident, epidemic, pandemic, or other natural disaster.
War or threat of war, civil war, terrorist attack, armed conflict, imposition of sanctions, breaking off of diplomatic relations, sabotage, insurrection, civil disturbance (commotion or riots), requisition, nuclear, chemical, biological contamination, or sonic boom.
Acts, restrictions, regulations, by-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority.
Import or export regulations or embargoes.
Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of Gilcrest Manufacturing or a third party).
Difficulties in obtaining raw materials, labour, fuel, parts or machinery.
Power failure or breakdown in machinery.
If the causes beyond Gilcrest Manufacturing reasonable control listed under conditions 184.108.40.206, 220.127.116.11, 18.104.22.168, 22.214.171.124, 126.96.36.199, 188.8.131.52 and 184.108.40.206 prevent, hinder or delay Gilcrest Manufacturing’s performance of its obligations for a continuous period of more than three (3) months, Gilcrest Manufacturing may terminate the Contract immediately by giving notice to the Buyer in Writing.
Except as otherwise provided for herein, the Buyer, on its own behalf, and behalf of its parent, subsidiary(ies), affiliated and related companies, and their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors and assigns (the “indemnifying parties”) assumes liability for, and shall pay when due, and shall indemnify, reimburse and hold Gilcrest Manufacturing, and its parent, subsidiary, affiliated and related companies, and their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors and assigns (the “indemnified parties”) harmless from and against any and all Claims, directly or indirectly relating to or arising out of the acquisition, use, purchase, shipment, transportation, delivery, lease or sublease, ownership, operation, possession, control, storage, return or condition of the Goods (regardless of whether the Goods are at the time in the possession of the indemnifying parties), the falsity of any representation or warranty of the Buyer, or the Buyer’s failure to comply with these Conditions. The foregoing indemnity shall cover, without limitation, any claim for negligence, gross negligence, or liability in tort.
Gilcrest Manufacturing, under no circumstances, accept any form of consequential loss.
INSOLVENCY OF BUYER
This clause applies if:
The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for amalgamation or reconstruction); or
An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
The Buyer ceases, or threatens to cease, to carry on business; or
Gilcrest Manufacturing reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer, in its sole discretion, and notifies the Buyer accordingly.
If this clause applies then Gilcrest Manufacturing shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without 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.
In these conditions ‘incoterms’ means the International Rules for the interpretation of Trade Terms of The International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of incoterms and the Conditions, the latter shall prevail.
Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 9 shall (subject to any special terms agreed in Writing between the Buyer and Gilcrest Manufacturing) apply notwithstanding any other provision of these Conditions.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and the exportation from the country of manufacture and for the payment of any duties therein.
The Buyer shall be entitled to attend the testing and inspection of the Goods by Gilcrest Manufacturing and Gilcrest Manufacturing premises before transportation. Gilcrest Manufacturing shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection, and which is made after shipment, or in respect of any damage during transit.
Payment of all amounts due to Gilcrest Manufacturing shall be made by irrevocable letter of credit opened by the Buyer in favour of Gilcrest Manufacturing and confirmed by a bank in the United Kingdom acceptable to Gilcrest Manufacturing.
These Conditions constitute the entire agreement between the parties and replace any previous agreement. No other terms, conditions, or understanding, whether oral or written, shall be binding upon Gilcrest Manufacturing, unless hereafter made in Writing and signed by Gilcrest Manufacturing’s authorised representative and, in the case of printed matter, also initialled by such representative next to such printed term or condition.
These Conditions and all transactions between Gilcrest Manufacturing and the Buyer are governed by the laws of England and Wales, without reference to conflict of laws principles.
The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed by Gilcrest Manufacturing, its employees, agents or subcontractors, and any other confidential information concerning Gilcrest Manufacturing’s business, its Goods and services which the Buyer may obtain. The Buyer shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Buyer’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this section as though they were a party to the Contract. The Buyer may also disclose such of Gilcrest Manufacturing’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This section shall survive termination of the Contract.
The Buyer shall not assign or transfer these Conditions or any related Contract or purchase order without the prior written consent of Gilcrest Manufacturing. Gilcrest Manufacturing shall expressly be permitted to assign or transfer, without the prior written consent of the Buyer, Gilcrest Manufacturing’s right to receive any or all of the payment due from the Buyer under these Conditions.
Should any provision of these Conditions be judicially declared unenforceable, that provision shall be deemed stricken and the remainder shall continue in full force and effect insofar as it remains a workable instrument for effectuating the intents and purposes of the parties. The parties further agree to renegotiate any so severed provision to bring the same within applicable legal requirements to the greatest extent possible.