GH Solutions Limited - Standard Terms of Business

1 Interpretation
1.1 In these conditions
'BUYER' means the person who accepts a quotation of the Seller for the sale of the Goods or the provision of the Services or whose order for the Goods or Services is accepted by the Seller. 'GOODS' means the goods or services (including any installation of the goods or services or any parts for them), which the Seller agrees to supply in accordance with these Conditions. 'SELLER' means GH Solutions Limited whose registered office is at 35 Greenfield Ave, Dinas Powys, Cardiff CF64 4BX. Registered Number 3964306. 'CONDITIONS' means the standard terms and conditions of sale and supply set out in this document and (unless the context otherwise requires) include 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 or services.
'WRITING' includes facsimile transmission, electronic mail and comparable means of communication.
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 sale or supply
2.1 The Seller shall sell and the Buyer shall purchase the Goods in 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, subject in either case 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 This condition does not apply where the Buyer deals with the Seller as a consumer.
No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 This condition does not apply where the Buyer deals with the Seller as a consumer.
The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations, which are not so confirmed.
2.4 This condition does not apply where the Buyer deals with the Seller as a consumer. 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 Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 This condition does not apply where the Buyer deals with the Seller as a consumer. 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.

3. Orders and Specifications
3.1 This condition does not apply where the Buyer deals with the Seller as a consumer. 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 Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 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 Seller).
3.4 If the Goods are to be manufactured/supplied in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid, or agreed to be paid, by the Seller 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 Seller's use of the Buyer's specification.
3.5 No order which had been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of goods
4.1 The price of the Goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order.
4.2 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, 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.
4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. Terms of payment
5.1 This condition does not apply where the Buyer deals with the Seller as a consumer. The Buyer shall pay the price of the Goods upon delivery. Time for payment shall be of the essence.
5.2 The Seller shall not be bound to deliver the Goods until the Buyer has paid for them. Payment shall be due before the Delivery date and time for payment shall be of the essence.
5.3 This condition does not apply where the Buyer deals with the Seller as a consumer. 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:
5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 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); and
5.3.3 if the amount owed is late according to the agreed payment terms, charge the Buyer statutory interest charges on the amount unpaid, at the rate of 8 per cent per annum above the Bank of England base rate until payment in full is made.

6. Acceptance of the Goods
6.1 If the Buyer properly rejects any of the Goods which are not in accordance with the contract the Buyer shall nonetheless pay the full price for such Goods unless the Buyer promptly gives notice of rejection to the Seller and at the Buyer's cost returns such Goods to the Seller as soon as reasonably practicable.

7. Delivery
7.1 This condition does not apply where the Buyer deals with the Seller as a consumer. Delivery of the Goods shall be made by the Buyer collecting the goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
7.1 This condition does not apply where the Buyer deals with the Seller as a consumer. 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 however caused. Time for delivery shall not be of the essence of the Contract 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.
7.2 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 instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.3 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and 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.
7.4 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 (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
7.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
7.5.1.1. 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.
7.6 The Goods shall be delivered to the Buyer at the Seller's address. The risk on the Goods shall pass to the Buyer upon such delivery taking place.
7.7 In the event that the Seller shall arrange for carriage of the Goods to the Buyer's address, then the carrier shall be deemed to be the Buyer's agent and the Seller shall not be responsible for any delays in delivery of the Goods beyond its reasonable control.

8. Risk and property
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.1 in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
8.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, 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.
8.2 Not withstanding 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.
8.3 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, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
8.4 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.
8.5 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 moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9 Warranties and liability where the Buyer does not deal with the Seller as a consumer
9.1.1 The Buyer shall only be entitled to the benefit of any warranties or guarantees as are given by the manufacturer of the Goods. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.1.2. The Seller will advise the relevant manufacturer of the Buyer's claim that Goods are faulty and will administer the replacement or repair of any Goods that are faulty as is decided by the manufacturer PROVIDED THAT:
(a) The Buyer immediately contacts the seller by telephone or in writing to advise the Seller of the perceived defect.
(b) The Buyer immediately sends the said Goods to the Seller by registered post or recorded delivery at the Buyer's own cost or makes the Goods available for collection by the Agent of the Seller at a reasonable place and at a reasonable time.
9.2 In the event of the manufacturer replacing or repairing the Goods and the Seller receiving these Goods back from the manufacturer, the Seller shall immediately despatch those Goods at his own cost to the Buyer.
9.4 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.
9.5 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 follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller's approval.
9.6 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.
9.7 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 Seller within 7 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 Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller 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 delivery in accordance with the Contract.
9.8 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
9.9 Except in respect or personal injury caused by the Seller's negligence, the Seller 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 Contact, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (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, and the entire liability of the Seller under or in connection with the Contact shall not exceed the price of the Goods, except as expressly provided in these Conditions.
9.10 The Seller shall not be liable to the Buyer or be deemed to be breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations 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 shall be regarded as causes beyond the Seller's reasonable control:
9.10.1 Act of God, explosion, flood, tempest, fire accident.
9.10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition.
9.10.3 acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
9.10.4 import or export regulations or embargoes.
9.10.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller of a third party).
9.10.6 difficulties in obtaining raw materials, labour, fuel parts or machinery.
9.10.7 power failure or breakdown in machinery.
10. Warranties and liability where the Buyer deals with the Seller as a Consumer
Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions

10. Insolvency of Buyer
10.1 This clause does not apply where the Buyer deals with the Seller as a consumer but applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 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.
10.2 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 not withstanding any previous agreement or arrangement to the contrary.

11. Confidentiality
11.1 This condition does not apply where the Buyer deals with the Seller as a Consumer.
11.2 The Buyer hereby acknowledges and confirms that the Buyer shall keep confidential all information of a secret or confidential nature (except for that which is already in the public domain) in relation to the Seller or the Seller's business which is disclosed to it or its advisors by the Seller or its advisors and will not without the Seller's consent divulge such information.

12. General
12.1 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.
12.2 This condition does not apply where the Buyer deals with the Seller as a Consumer. 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 any other provision.
12.3 This condition does not apply where the Buyer deals with the Seller as a Consumer. 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 these Conditions and the remainder of the provision in question shall not be affected.
12.4 This condition does not apply where the Buyer deals with the Seller as a Consumer. 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. Placing an order
All prices will be charged at the published price list current at the date of order, and VAT will be charged at the current rate of 17.5%. Orders by Purchase Order are accepted by fax or post and will be priced at the current price on the day they are received.

Warranty Information
Unless otherwise stated all goods carry a 12 month manufacturer's warranty covering mainland UK shipments only. Customers must use any manufacturer's warranty arrangements specifically provided.
Goods are not sold on a trial basis. Customers should check specifications and compatibility with manufacturers before ordering. Lime-IT Limited does not warrant the suitability and compatibility of goods for specific applications.
No refunds can be made after 30 days and warranty support may involve dealing directly with the manufacturer. Any products returned without following our normal, and not clearly identifying the sender, will be quarantined for a period of 30 days from receipt at GH Solutions. After which GH Solutions reserves the right to dispose of all 'unclaimed' products. Authorised returns should be sent to: GH Solutions Returns Dept, 35 Greenfield Ave, Dinas Powys, Cardiff, CF64 4BX.

Force Majeure
Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire or other event beyond the reasonable control of either party.

Law
All disputes arising out of this contract shall be subject to the jurisdiction of the Courts of England and Wales.