TERMS AND CONDITIONS OF SALE
1.1 In these conditions
“BUYER” means the person who accepts a quotation of the Seller for the sale of the Goods or
whose order for the Goods is accepted by the Seller. “CONFORMING GOODS” means Goods
conforming with the Contract in quality and quantity.
“GOODS” meaning the Goods (including any instalment or commissioning of the Goods or any parts
for them) which the Seller is to supply in accordance with these Conditions.
“SELLER” means GM CNC Limited (registered in England under number 11932707).
“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 Buyer and the Seller.
“CONTRACT” means the contract for the purchase and sale of the Goods and (where appropriate)
the carrying out of the works.
“WORKS” means the commissioning and/or installation work or services (if any) relating to the
Goods to be carried out by the seller.
1.2 Headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods on accordance with any written
quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is
accepted by the Seller in writing or in the absence of either, in accordance with any verbal
quotation of the Seller which is accepted by the Buyer or any verbal order of the Buyer which is
accepted by the Seller in all cases to these Conditions which shall govern the Contract to the
exclusion of any other terms and conditions subject to which any such quotation is accepted or
purported to be accepted or any such order is made or purported to be made by the Buyer.
2.2 No variation to these conditions shall be binding unless agreed in writing between the
authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning
the Goods or the Works unless confirmed by the Seller in writing. In entering into the Contract, the
Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such
representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its
employees or agents as to the storage application or use of the Goods which is not confirmed in
writing by the Seller is followed or acted upon entirely at the Buyers own risk and accordingly the
Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list,
acceptance of offer, invoice or other document or information issued by the Seller shall be subject
to correction without any liability on the part of the Seller.
2.6 All drawings, specifications, technical data, manufacturer’s literature etc, prepared and/or
submitted by the Seller are approximate only. As a result of continuing development and
improvement the actual details may vary from those given in the above documents.
3. Order and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until
confirmed in writing by the Seller’s authorised representative.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set
out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the
3.3 The Seller reserves the right to make any changes in the specification of the goods which are
required to conform with any applicable safety or EC other statutory requirements.
3.4 Any description of the Goods and for works have been given by way of identification only and
the use of such description shall not constitute a sale by description.
4.1 The price of the Goods shall be the Seller’s quoted price enhanced as appropriate pursuant to
4.3 hereof. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer.
4.2 The price of the Works, if any, shall be in the Seller’s quoted price.
4.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to
increase the price of the Goods to reflect increases in the cost to the Seller which is due to any
factor beyond the control of the Seller (such as, without limitation, any foreign exchange
fluctuation, currency regulation, alteration of duties, significant increases in the costs of labour,
materials or other costs of manufacture), any changes in delivery dates, quantities or specification
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 Seller adequate information or instructions.
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be additionally
liable to pay to the Seller.
4.5 Except as otherwise stated under the terms of any quotation, and unless otherwise agreed in
writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis, and
where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall
be liable to pay the Seller’s charges for transport, packaging and insurance unless otherwise agreed
in writing by the Seller to the Buyer
5. Terms of Payment
5.1 Save as set out in 5.3 and unless otherwise agreed in writing the price of the Goods shall be
payable by the Buyer to the Seller as follows:-
20% With Order
70% Prior to delivery
10% 30 days following delivery
5.2 The time of payment of the price shall be of the essence of the Contract.
5.3 Where Goods are supplied for export from the United Kingdom the Buyer shall pay the invoice
price of the Goods within 30 days of the date of the Seller’s invoice unless otherwise agreed in
writing by the Seller to the Buyer.
5.4 If the Buyer fails to make any payment on the due date then without prejudice to any other
right or remedy available to the Seller, the Seller shall be entitled to
5.4.1 cancel the contract or suspend any further deliveries to the Buyer (whether under this or any
other contract) and/or
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied
under any other contract between the Buyer and the Seller) as the Seller may think fit
(notwithstanding any purported appropriation by the Buyer)
5.4.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the
rate of 4% over The Royal Bank of Scotland base rate from time to time until payment in full is
made such interest to be calculated on a daily basis.
5.5 In the case of a first purchase by a Buyer from the Seller, the Seller reserves the right to check
the credit status of the Buyer. In such case the Seller’s acknowledgement of the Buyer’s order is
subject to credit status approval and to confirmation in writing by the Seller to the Buyer that such
approval has been given.
6.1 If it has been agreed between the parties that the Goods shall be delivered to the Buyer by the
Seller, delivery shall take place on the arrival of the vehicle carrying the Goods at the Buyers
premises. If some other place for delivery is agreed by the Seller or if it is agreed inclusive that the
Buyer will collect the Goods from the Seller, delivery of the Goods shall be accepted by the Buyer
upon notification by the Seller to the Buyer that the Goods are ready for delivery. Notification may
be in writing or oral.
6.2 Where prices quoted for Goods are shown inclusive of delivery and commissioning, all costs in
the transportation of the Goods to the Buyer’s premises and in the Seller’s representatives
reasonable time for the commissioning of the same are included in the quoted price.
6.3 The Buyer also agrees to provide at its own cost, labour to assist with the installation of the
Goods. 6.4 Where it has been agreed that the Goods will be delivered to the Buyer’s premises by
the Seller or a carrier the Buyer shall be responsible for providing suitable equipment and personnel
for offloading the Goods from the delivery vehicle and for transporting the Goods to the required
location. The Buyer shall also be responsible for: –
6.4.1 locating the Goods on a prepared and acceptably recommended foundation and for all other
6.4.2 removing rust preventative
6.4.3 providing cable to the Goods from a suitable isolator
6.4.4 all relevant consents under statute or local legislation of whatever nature
6.5 Training and installation shall be provided by the Seller to the Buyer in accordance with the
terms of the written quotation provided by the Seller to the Buyer unless otherwise agreed in
writing by the Seller. 6.6 Any dates quoted for delivery of the Goods are approximate only and the
Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery
shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be
delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the
Buyer. The Seller shall not be subject to any liability for late delivery unless the extent of such
liability has been specifically agreed in writing by the Buyer and the Seller.
6.7 Where the Goods are to be delivered in instalments each delivery shall constitute a separate
contract and failure by the Seller 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 instalment shall not entitle
the Buyer to treat the contract as a whole as repudiated.
6.8 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s
reasonable control or the Buyer’s fault, and if the Seller is accordingly liable to the Buyer, the
Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest
available market) of similar Goods to replace those not delivered over the price of the Goods.
6.9 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery then without prejudice to any other right or remedy
available to the Seller, the Seller may
6.9.1 store the Goods until actual delivery and charge the Buyer for the reasonable cost (including
insurance) of storage or
6.9.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage
and selling expenses) account to the Buyer for the excess over the price under the Contract or
charge the Buyer for any shortfall below the price under the Contract.
6.10 Any slings and lifting bars which the Seller has indicated in writing to the Buyer are returnable
will be credited in full if returned carriage paid and in good condition within 14 days of receipt of
7. Risk and Property
7.1 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 the Seller 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 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 Buyer for which payment is then due. 7.3 Until such time as the property in the
Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and Bailee,
and shall keep the Goods separate from those of the Buyer and third parties and properly stored,
protected and insured and identified as the Seller’s property. Until that time the Buyer shall be
entitled to resell or use 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 in-tangible, including
insurance proceeds, and shall keep all such proceeds separate from any monies or property of the
Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and
7.4 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), the Seller shall be entitled at any time to require the
Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon
any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all
monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the
Seller) forthwith become due and payable.
Notwithstanding clause 12.4 any Goods supplied by the Seller to the Buyer which the Seller
confirms in writing to the Buyer are to be subject to tests of inspection by the Buyer, must be tested
or inspected by the Buyer at the Seller’s premises.
9. Warranties and Liability
9.1 Subject to the Conditions set out below the Seller warrants that: –
9.1.1 the Goods will correspond with their specifications at the time of delivery
9.1.2 the machine tool excluding control and drives will be free from defects in material and
workmanship for a period of 12 months from the date of installation 9.1.3 the Fanuc Control and
drives will be free from defects in material and workmanship for 24 months from the date of
9.2 The above warranty is given by the Seller subject to the following conditions: –
9.2.1 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 Buyer
9.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear,
wilful damage, negligence, abnormal working conditions, failure to following the Seller’s instructions
(whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval
9.2.3 the Seller 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.
9.3 Subject as expressly provided in these conditions all warranties conditions or other terms
implied statute or common law are excluded to the fullest extent permitted by law.
9.4 Any claim by the Buyer which is based on any defect in the quality and condition of the Goods
or their failure to correspond with specification or on any damage in transit or shortage in delivery
shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days
from the date of delivery or tender of delivery or (where the defect or failure was not apparent on
reasonable inspection) within a reasonable time after discovery of the defect, failure, damage or
shortage. If the Buyer does not notify the Seller accordingly the Buyer shall be deemed to have
accepted the goods and shall not be entitled to reject the Goods and the Seller shall have no liability
for such defect or failure or damage in transit or shortage in delivery and the Buyer shall be bound
to pay the price as if the Goods had been delivered in accordance with the contract. If the delivery
is made by a carrier the Seller shall have no liability in respect of any damage in transit or shortage
in delivery if the Goods were accepted by the Buyer without inspection.
9.5 The provisions of s.35 of the Sale of Goods Act 1979 and of s.2 of the Sale and Supply of Goods
Act 1994 are (to the extent permitted by law) excluded insofar as they are inconsistent with these
Conditions. 9.6 Where any valid claim in respect of any Goods which is based on any defect in the
quality and condition of the Goods or their failure to meet specification or on any damage in transit
or shortage in delivery is notified to the Seller in accordance with these conditions the Seller shall
be entitled to replace or repair the Goods (or the part in question) free of charge or, at the Seller’s
sole discretion, refund the Buyer the price of the Goods or a proportionate part thereof, but the
Seller shall have no further liability to the Buyer.
9.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall
not be liable to the Buyer by reason of any 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 or 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 use or resale by the Buyer except as expressly provided in these conditions.
9.8 Without prejudice to the foregoing limitations the Seller’s liability for damages in the event of
any breach of or failure to perform the Contract will not exceed the Contract purchase price or
proportionate part thereof in respect of the Goods concerned.
9.9 The Seller 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 Seller’s obligation in relation
to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control.
Without prejudice to the generality of the foregoing the following should be regarded as causes
beyond the Seller’s reasonable control.
9.9.1 act of God, explosion, flood, tempest, fire or accident
9.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition
9.9.3 acts restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any
governmental parliamentary or Local Authority 9.9.4 import or export regulations or embargoes
99.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of
the Seller or a third party)
9.9.6 difficulties in obtaining raw materials, labour, fuel parts or machinery
9.9.7 power failure or breakdown in machinery
9.9.8 failure by the Buyer to provide necessary information, specification, measurements or
dimensions to the Seller
9.9.9 failure on the part of the Buyer to collect the Goods in accordance with clause 6.1 (where
9.10 The Buyer shall take whatever steps are necessary to ensure that the Goods will be safe and
without risk to health when stored on the Buyers premises or used by the Buyer.
9.11 Where the Seller provides installation or commissioning services at the Buyer’s premises the
Buyer shall indemnify the Seller against the consequences of any defects or unsuitability of any
plant or apparatus provided by the Buyer and against all claims by third parties or other.
10. Intellectual Property
10.1 The Buyer shall not make any alteration or modification to the Goods without prior written
consent of the Seller and shall not do or commit any act or omission which may lead to the
infringement or jeopardising of the Seller’s trade marks (if any) and or CE Mark.
10.2 All drawings, specifications and technical data prepared or provided by the Seller shall remain
the property of the Seller and any copyright arising therein shall be the property of the Seller.
11. Insolvency of Buyer
11.1 This clause applies if: –
11.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an
Administration Order or becomes bankrupt or goes into liquidation or
11.1.2 an encumbrancer takes possession, or a Receiver is appointed of any of the property or assets
of the Buyer or
11.1.3 the Buyer ceases or threatens to cease to carry on business
11.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in
relation to the Buyer and notifies the Buyer accordingly.
11.2 If this clause applies then without prejudice to any other right or remedy available to the
Seller, the Seller 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
agreement to the contrary.
12.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this
clause shall apply notwithstanding any other provision of these conditions.
12.2 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 these conditions the latter shall
12.3 The Buyer shall be responsible for complying with any legislation or regulations governing the
importation of the Goods into the country of destination and for the payment of any other duties
12.4 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the
Seller’s premises before shipment. The Seller 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. Shipping specifications and weights, outline drawings and
dimensions given with quotations are approximate only.
13.1 If the Buyer would apart from this clause 13 have had the right to reject the Goods or part of
them then he may exercise that right solely in one of the following ways (and in no other way):-
13.1.1 accept all the Conforming Goods and reject all the non-conforming Goods; or
13.1.2 keep all the Goods
13.2 The provisions of s.3 of the Sale and Supply of Goods Act 1994 are hereby excluded.
14.1 No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a
waiver of any subsequent breach of the same or of any other provision.
14.2 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 provisions of the conditions and the
remainder of the provision in question shall not be affected thereby.
14.3 The Contract shall be governed by the laws of England and the Buyer and the Seller each
submit to the jurisdiction of the