Grange Europe Ltd T/A The Hygiene Company - Terms and Conditions of Sale
1. Acceptance of Order:
All orders placed with Grange Europe Ltd T/A The Hygiene Company (the "Seller") are subject to these Terms and Conditions. The Seller's acceptance of any order from the purchaser (the "Purchaser") is expressly conditional upon the Purchaser's assent to these Terms and Conditions. Any terms and conditions provided by the Purchaser in their purchase order or otherwise are hereby expressly excluded unless specifically agreed in writing by a duly authorised representative of the Seller.
2. Purchaser's Responsibility for Specification and Requirements:
It is the Purchaser's sole responsibility to ensure that the goods ordered meet their specific specifications and requirements for their intended use. The Seller provides product information in good faith but does not guarantee the suitability of the goods for any particular purpose unless expressly stated in writing and agreed upon by both parties.
3. Product Information and Variation:
All descriptions, specifications, drawings, and particulars of weights and dimensions issued by the Seller are approximate only and are intended1 to present a general idea of the goods described. They shall not form part of the contract unless specifically agreed in writing. The Seller reserves the right to make any changes in the specification, design, or materials of the goods which they consider necessary or desirable without prior notice, provided that such changes do not materially affect the performance or suitability of the goods.
4. Price:
The price payable for the goods shall be the Seller's quoted price or the price specified in the Seller's order acknowledgement. The Seller reserves the right to increase prices at any time prior to delivery to reflect any increase in the cost to the Seller which is due to factors beyond the Seller's control, such as (without limitation) increased raw material costs, labour costs, transport costs, changes in exchange rates, or the imposition of new taxes or duties. Unless otherwise stated, prices are exclusive of Value Added Tax (VAT) and any other applicable taxes or duties, which shall be payable by the Purchaser.
5. Payment Terms:
Unless otherwise agreed in writing, payment for the goods shall be made in full within 30 days from the date of the Seller's invoice. The Seller reserves the right to charge interest on overdue invoices at the statutory rate applicable in the United Kingdom from the due date until the date of actual payment, whether before or after judgment.
6. Delivery:
(a) Delivery dates quoted are estimates only and time shall not be of the essence in respect of delivery. The Seller shall use reasonable endeavours to meet quoted delivery dates but shall not be liable for any loss or damage whatsoever arising directly or indirectly from any delay in delivery.
(b) Unless otherwise agreed in writing, delivery shall take place at the Purchaser's nominated delivery address. The Purchaser shall be responsible for unloading the goods at the delivery point.
(c) The Seller reserves the right to make delivery of the goods in instalments. Each instalment shall be deemed to be a separate contract, and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms2 and Conditions shall not entitle the Purchaser to treat the contract as a whole as repudiated.
7. Risk and Title:
(a) Risk of damage to or loss of the goods shall pass to the Purchaser upon delivery.
(b) Title to the goods shall not pass to the Purchaser until the Seller has received payment in full of all sums due to it in respect of the goods and all other sums which are or which become due3 to the Seller from the Purchaser on any account.4
(c) Until title to the goods has passed to the Purchaser, the Purchaser shall:
(i) hold the goods on a fiduciary basis as the Seller's bailee;
(ii) store the goods separately from all other goods of the Purchaser or any third party so that they remain readily identifiable as the Seller's property;
(iii) not destroy, deface, or obscure any identifying mark or packaging on or relating to the goods;5 and
(iv) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.6
(d) The Purchaser's right to possession of the goods shall terminate immediately if any of the events set out in clause 11 occur. The Seller shall be entitled to enter upon any premises of the Purchaser where the goods are situated and repossess them at any time before title has passed.
8. Inspection and Acceptance:
The Purchaser shall inspect the goods immediately upon delivery and shall notify the Seller in writing of any defects, shortages, or failure to conform to specification within 7 days of the date of delivery. If the Purchaser fails to give such notice, the goods shall be deemed to be accepted in all respects. Where a valid claim is made, the Seller shall, at its option, replace the goods (or the part in question) free of charge or refund to the Purchaser the price of the goods (or a proportionate7 part of the price), but the Seller shall have no further liability to the Purchaser.8
9. Warranty:
The Seller warrants that the goods will be of merchantable quality and will conform to the Seller's standard specifications for a period of 12 months from the date of delivery (the "Warranty Period"). The Seller's obligations under this warranty are limited to, at the Seller's option, repairing or replacing any goods which are proved to the Seller's reasonable satisfaction to be defective due to faulty materials or workmanship during the Warranty Period. This warranty is subject to the following conditions:
(a) The Purchaser must give written notice of the defect to the Seller within the Warranty Period and within 7 days of the defect becoming apparent.
(b) The Purchaser must afford the Seller a reasonable opportunity to inspect the goods.
(c) The defect must not have arisen as a result of fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse,9 alteration, or repair of the goods without the Seller's approval.10
(d) The goods must have been used in accordance with their intended purpose.
(e) The warranty does not extend to materials or equipment not manufactured by the Seller, in respect of which the Purchaser shall only be entitled to the benefit of any11 warranty or guarantee given by the manufacturer to the12 Seller.
Except as expressly provided in this clause, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.13
10. Limitation of Liability:
(a) Nothing in these Terms and Conditions shall limit or exclude the Seller's liability for:
(i) death or personal injury caused by its negligence, or14 the negligence of its employees, agents, or subcontractors (as applicable);
(ii) fraud or fraudulent misrepresentation;
(iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or15
(iv) defective products under the Consumer Protection Act 1987.16
(b) Subject to clause 10(a), the Seller's total liability to the Purchaser in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising17 in connection with the performance or contemplated performance of the contract shall be limited to the18 price of the goods.
(c) Subject to clause 10(a), the Seller shall not be liable to the Purchaser for any indirect or consequential loss (including loss of profit, loss of business, or depletion of goodwill), costs, damages, charges, or expenses.
11. Termination:
The Seller may terminate the contract with immediate effect by giving written notice to the Purchaser if:
(a) the Purchaser fails to pay any amount due under the contract on the due date;19
(b) the Purchaser commits a material breach of any other term of the contract and (if such a breach is remediable) fails to remedy that breach within20 30 days of being notified in writing21 to do so;
(c) the Purchaser becomes insolvent, has a receiver or administrator appointed over its assets, enters into any voluntary arrangement with its creditors, or ceases or threatens to cease to carry on business.
12. Force Majeure:
The Seller shall not be liable for any failure to perform its obligations under the contract to the extent that such failure is caused by a Force Majeure Event. A Force Majeure Event means any event beyond22 the Seller's reasonable control, including (without limitation) acts of God, fire, flood, storm, explosion, riot, civil commotion, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breakdown of plant or machinery, interruption or failure of utility service, or industrial dispute.
13. Assignment:
The Seller may assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the contract.23 The Purchaser shall not be entitled to assign, transfer, charge, subcontract, or deal in any other manner with any of its rights or obligations under the contract without the prior written consent of the24 Seller.
14. Entire Agreement:
These Terms and Conditions constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings25between them, whether written or oral, relating to its subject matter.26
15. Governing Law and Jurisdiction:
These Terms and Conditions and any dispute or claim arising out of or in connection with27 them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance28 with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any29 such dispute or claim.
Grange Europe Ltd T/A The Hygiene Company
Cox Green, Church Road, Ramsden Heath, Essex, CM11 1PS
Registered company 4726978
Date: 17th April 2022
