Terms and Conditions of Business of Goss Environmental Coatings Limited

  1. Interpretation
    1. In these conditions the term “Seller” shall designate Goss Environmental Coatings Limited and the term “Buyer” designates the person, firm, company or entity which places an order for the provision of work, goods and/or services from the Seller.
    2. The term “Products” designates the products and materials that are to be supplied by the Seller and/or any work to be carried out by the Seller under the relevant contract.
    3. The term “Goods” designates the coatings and/or other products and materials that the Seller is to supply under the relevant contract.
    4. The term “Contract” designates the contract for the carrying out of the work and the supply of the products, goods and materials comprising the Products.
    5. In these terms, where the context so requires, the singular shall include the plural and reference to the masculine gender shall include the feminine and neuter genders and vice versa.
    6. Reference to any legislation shall include reference to that legislation as amended or re-enacted from time to time, and whether occurring prior to or after the date of the relevant Contract.
    7. Clause headings are for convenience only and shall not affect the interpretation of these conditions.
  2. General
    1. These Terms and Conditions shall be incorporated into the Contract.
    2. Any variation or addition to the Contract shall only be binding upon the Seller if made or confirmed by the Seller in writing.
    3. Neither the failure of the Seller to respond to any terms or conditions contained in the Buyer’s purchase order, nor the commencement by the Seller of any work relating to the supply of the Products shall be construed as the Seller’s assent to any terms and conditions which are additional to or different from, or which modify, the terms and conditions set out in these Terms and Conditions.
    4. All orders are subject to acceptance by the Seller of the order in writing.
    5. The Buyer agrees that in entering into the Contract it has not relied upon any representations or statements made by or on behalf of the Seller that have not been made or confirmed in writing by or on behalf of the Seller.
  3. Seller’s early right of termination
    1. The Seller reserves the right to terminate the Contract (without any liability on its part) by giving notice in writing to the Buyer, if after the making of reasonable efforts the Seller is unable to obtain any relevant product/or any relevant materials in order to be able to undertake and/or complete the work within the required timescale.
    2. In such a situation the Seller may at its discretion offer the Buyer an alternative product and timescale and (if relevant) a price variation to undertake the Contract which the Buyer may or may not agree to. The making of such offer (or more than one such offer), which if rejected by the Buyer, shall be without prejudice to the ability of the Seller to terminate the Contract pursuant to clause 3.1 above.
  4. Quotation – Prices
    1. Quotations are not legally binding unless and until a relevant order is made by the Buyer, and this has been accepted in writing by the Seller. In particular any quotations are subject to change at any time prior to acceptance of the relevant order in writing by the Seller. Purchase orders are binding only when expressly accepted in writing by the Seller, and then will be subject to these terms and conditions of business.
    2. All prices in the Seller’s quotations and acknowledgements of order are (unless expressly specified otherwise) exclusive of VAT (and/or other relevant purchase tax).
    3. The Seller reserves the right to give notice in writing to the Buyer to increase the price of the Goods by a reasonable amount, if prior to delivery there is an increase in the cost to the Seller of acquiring any relevant product or materials which will be used in connection with the Contract.
  5. Terms of Payment
    1. Payment is due in accordance with the payment terms as specified in the Contract. Where no dates are specified, then in relation to fixed price contracts the following payment terms shall apply in default:-
      1. 33.33% of the contract price (inclusive of VAT) to be paid with order
      2. 33.33% of the contract price (inclusive of VAT) on commencement of work on site
      3. 33.33% of the contract price (inclusive of VAT) within 14 days of completion, sign off and invoice.
    2. Should the Buyer fail punctually to comply with the terms of payment, the Seller shall be entitled to interest on any amount overdue from time to time at the County Court judgement rate of interest applying at the relevant time of default (which is 8% as at the date of preparation of these conditions). This clause shall be entirely without prejudice to any ability of the Seller to terminate the Contract due to non payment.
  6. Documents and Specifications
    1. The Buyer agrees that the Seller is a specialist contractor and is not a surveyor, architect or other design professional. Accordingly the Buyer agrees not to rely upon any system suggestion or recommendation proposed by the Seller, and should only rely upon advice either given, or confirmed, by a relevant professional in relation to the suitability of the same. Further the Buyer agrees that the Seller cannot guarantee that any system, or design will satisfy any relevant regulations and/or statutory requirements associated with the specific use to which the same is to be put within any given medical, scientific or other specialised facility.
    2. The Buyer acknowledges that he has been advised by the Seller to consult a professional adviser to provide or confirm relevant advice and specifications for the work to be undertaken by the Seller. The Seller takes no responsibility for any coatings or other Goods which are not of satisfactory quality and/or reasonably fit for the Buyer’s purpose due to relevant plans and specifications not having been prepared, or approved, by a professional adviser.
    3. The Seller reserves the right at any time to correct any clerical or technical errors in the contract documents.
  7. Termination by Seller
    1. The Seller shall be entitled (but not obliged) to terminate the Contract by the giving of notice in writing to the Buyer on the occurrence of any one or more of the following:
    2. The Buyer for any reason whatsoever failing to make any payment due by it to the Seller (and whether under the Contract or another Contract) within 7 days of the due date.
    3. The Buyer committing any material breach of the Contract.
    4. Any insolvency proceedings being issued as against the Buyer and/or the Buyer passing a resolution to wind up and/or the Buyer making a proposal for a voluntary arrangement with its general creditors and/or a bankruptcy or winding up order and/or an administration order (or the equivalent of any of these in any other jurisdiction) being made as against the Buyer by a Court of competent jurisdiction and/or an administrator being otherwise appointed in relation to the Buyer.
    5. The Buyer (and/or the Buyer’s professional adviser) failing after being given 14 days notice in writing by the Seller under this clause, to provide relevant specifications or other instructions or information which are reasonably required by the Seller in order to undertake the work under the Contract.
  8. Time of Despatch and Force Majeure
    1. Any time(s) for completion of the work expressed in the Contract shall not of the essence. The Seller shall use its reasonable endeavours to undertake the work within any stipulated time limit, but subject to this shall be under no liability for any loss or damage to the Buyer or others arising directly or indirectly out of late completion of the work, and such late completion of the work shall not entitle the Buyer to cancel the Contract.
    2. Without prejudice to paragraph 8.1 above, the Seller shall also not be in breach of contract if a default and/or late completion of the work arises due to any reason beyond the Seller’s reasonable control, including (but not limited to) strike, lockout, or other industrial disturbance, fire, explosion, flood or other emergency, inclement weather, civil disturbance, riot or armed conflict whether war be declared or not, curtailment or shortage of normal sources of supply of labour, materials, transportation, energy or utilities, accident, Act of God, delay of subcontractors or suppliers, or any other reason which is beyond the reasonable control of the Seller.
    3. In the event of a delay arising from any of the above causes, the time of performance shall be extended by a period of time reasonably necessary to overcome the effect of the delay.
  9. Limitation of Liability
    1. To the extent permitted by the Unfair Contract Terms Act 1977 (and/or any other relevant legislation) and in all cases excepting any liability for fraudulent misrepresentation, the Seller’s aggregate liability arising out of or in connection with the Contract shall in no event exceed the amount of cover of the Seller’s product liability insurance policy, which is £5 million. This limit may be increased by agreement in writing between the Buyer and the Seller and upon the Buyer agreeing to be responsible for the cost of any enhanced insurance premium.
    2. To the extent permitted by the Unfair Contract Terms Act 1977 (and/or any other relevant legislation) and in all cases excepting any liability for fraudulent misrepresentation, and without prejudice to Clause 9.1 above, the Seller shall have no liability to the Buyer for any loss of profit, revenue, goodwill or business opportunity howsoever arising out of any breach of contract on the part of the Seller
  10. Retention of Title
    1. Until payment in full has been received by the Seller for the Goods supplied under the Contract, title to and property in the Goods will remain vested with the Seller. If payment has not been received, at any time after payment is due, the Seller may require the Goods to be returned to it at the Buyer’s expense or be entitled (again at the Buyer’s expense) to enter any premises where Goods are thought by the Seller to be stored in order to remove the Goods. This clause shall not apply to any Goods which have been incorporated into the structure of any premises.
  11. Legal Construction and Miscellaneous
    1. The Contract and these conditions shall in all respects be construed and governed by English Law.
    2. If any of these conditions or any part thereof shall be rendered void or unenforceable by any legislation to which it is subject, it shall be so void and unenforceable to that extent only.
    3. The parties also agree that any disputes arising out of the Contract shall be referred to the Courts in England and Wales, and which shall have exclusive jurisdiction to determine such disputes.
    4. Notices shall be in writing, and for this purpose writing shall include, e-mail, web mail and other electronic methods of communication. A notice shall be deemed to have been served if posted or delivered to the last known business or home address of the recipient of the Notice. Notices which are posted shall be deemed to have been delivered in the ordinary course of post. Notices which are sent by fax or electronic methods of communication shall be deemed to have been delivered the next working day after being transmitted.

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