Terms and Conditions

Greenbrook Industries Ltd – CONDITIONS OF SALE

APPLICATION CONDITIONS TO ALL CONTRACTS

The following General Conditions of Sale shall apply to all Contracts for the sale of the Company’s goods so far as the same are not varied by or inconsistent with such Special Conditions as may be agreed to between the Company and its customers in particular instances. Brochures advertising or other matter issued by or on behalf of the Company shall not form part or be admissible as evidence in any proceedings by or against the Company in relation to all contracts entered into with the Company for work done or goods supplied. These conditions will prevail at all times over any terms of conditions attached to the buyer’s order form or acceptance or contained on any other written or oral intimation. Special conditions can only be agreed in writing and signed on behalf of the Company by a Director. Any such special conditions shall only apply to that particular transaction all other conditions herein shall remain in full force and effect.

CONFIRMATION OF ORDERS

No order whether given by a customer verbally or in writing shall constitute a contract unless and until its acceptance embodying these conditions and any special conditions as may be agreed upon has been confirmed by the company in writing. No orders given and accepted as aforesaid shall be countermanded without the Company’s consent in writing and it is an implied condition of such cancellation that the customer shall indemnify the Company against all loss and expenses occasioned thereby. No clerical errors of omissions in quotations or acceptances of orders shall annul the sale but shall be subject to subsequent correction by the Company and no compensation shall be allowed to the customer in respect thereof.

PRICES

Prices and discounts are subject to alteration without notice.

PAYMENT

Payment of invoices shall, unless otherwise agreed in writing, be made in full without any deduction or set-off by the due date stated on the invoice.

Failure to make due payment in respect of any deliveries or instalments under this or any other contract between the buyer and the Company shall entitle the Company to delay, suspend or cancel deliveries in whole or in part at its option.

Payment of all invoices shall be made within 30 days of the date of the invoice unless otherwise agreed in writing. Any extension of credit allowed to the buyer may be changed or withdrawn at any time.

If payment is not made in full by the due date stated on the invoice:

the Company reserves the right to charge interest to the buyer at the rate of 2% per month on the unpaid balance (such interest to accrue on a day to day basis from the due date for payment until receipt by the Company of the full amount whether before or after any judgement); and

the buyer shall indemnify the Company against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the company in recovering sums due or in exercising its right pursuant to Clause 1 in each case without prejudice to any other rights or remedies available to the Company.

Payment shall be due whether or not property in the goods has passed by virtue of Clause 1 above and the Company shall (without prejudice to any other right or remedy) accordingly be entitled to sue for the price once the same is due even if property in the goods has not passed.

RISK AND TITLE TO GOODS

The risk in the goods passes to the buyer upon delivery but property in the goods remains vested in the Company and shall only pass from the Company to the buyer upon full payment being made by the buyer of all sums due on whatsoever account or grounds to the Company from the buyer. In the event of the goods being sold by the buyer in such manner as to pass to a third party a valid title to the goods, whilst any such sums are due as aforesaid, the buyer shall place such proceeds in a separate bank account. The Company’s right under this sub- clause (a) shall attach to the proceeds of such sale. Nothing herein shall constitute the buyer the agent of the Company for the purposes of any such sub-sale.

The buyer agrees that prior to full payment being made as aforesaid, the Company may at any time repossess the goods and enter upon the buyer’s premises and remove the goods therefrom (and dispose of the same in any manner it may decide) and that prior to such payment the buyer shall keep such goods as fiduciary agent and bailee and separate and identifiable for this purpose.

In the event of the goods becoming constituents of or being converted into other products whilst sums are due as provided in sub-clause (a) hereof, the Company shall have the ownership of and title to such other products (but not by way of a charge) as if they were the goods and accordingly this clause 1 shall so far as appropriate apply to such other products subject to the buyer’s right to the surplus of any monies realised by the said products in excess of those due to the Company as provided herein.

Any implied authority that the buyer shall be entitled to sell the goods as pass property in the same to third parties in the normal course of its business or manufacture products out of the same or sell such products will continue until otherwise notified to the buyer by the Company or until the happening of any of the following events (whichever is earlier):

any notice to the buyer that an Administrative Receiver or other Receiver or Manager is to be or has been appointed in respect of its undertaking or a material part thereof or other property or assets;

any notice to the buyer that a petition to wind up the buyer is to be or has been presented to the buyer under Section 124 of the Insolvency Act 1986 or otherwise or any notice to the buyer of a proposal to pass a Resolution to wind up the buyer (including any proposal by the buyer so to do);

a decision by the buyer to make a voluntary arrangement or composition with its creditors or any notice to the buyer and/or any of its creditors that a proposal for the same is to be or has been made;

the buyer becoming unable to pay its debts as such expression is defined by the Insolvency Act 1986; or

any notice to the buyer that it is to be the subject of a petition for an Administration Order presented to the Courts or the making of any Administration Order in respect of the buyer; and upon the happening of any such events the buyer shall immediately notify a director (or other authorised executive) of the company.

On receipt of written notice from the Company or on the happening of any of the events set out in sub-clause (d) above, the buyer’s implied authority to sell the Company’s goods shall immediately be withdrawn and all such goods and products made therefrom shall immediately be delivered to the Company.

The buyer shall insure and keep insured the goods to their full value against all normal commercial risks until the date that the property in the goods passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to any other rights of the Company, if the buyer fails to comply fully with the terms of this sub-clause, all sums whatever owing by the buyer to the company shall immediately become due and payable.

DELIVERY

Minimum carriage paid orders £150 (mainland UK only). £10.00 carriage charge for any orders under £75 and up to 25kg in weight. Above 25kg charged as advised.

If goods are carried and delivered by the Company or any other carrier for the care, carriage and unloading thereof whether by the Company’s servants or otherwise shall in all respects be at the customer’s cost and risk and no compensation or damage will be paid by the Company for the loss, damage, delay, detention or mis-delivery, whether caused by the act or default of the Company or its Servants or by accident or otherwise. The customer shall notify the Company and the carrier within 3 days of delivery of any shortage or damage to goods caused in transit or any irregularity in the carriage or delivery of the goods and in the prosecution of any claim in respect thereof the company shall be the agent of the customer who before giving the carrier a receipt for the goods tendered shall examine them and if unable to do so shall sign for the same unexamined.

Non delivery of goods must be reported to the Company within 3 days of receipt of invoice otherwise the Company cannot accept responsibility for any loss. TIME FOR DELIVERY

Any dates quoted for delivery of goods are approximate only and the Company 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 and expressly agreed by the Company in writing.

DEFECTIVE GOODS

The use of any description of goods sold shall not constitute a contract for the sale thereof a sale by description and whether or not the customer inspects the goods either before or after delivery no warranty or guarantee shall be implied as to the quality, state, condition or fitness of the goods for the purposes for which they are required. All warranties, if given, must be by special condition written on or referring in writing to the Company’s Order Acknowledgement Form in question and signed by a Director or Secretary of the Company. Subject as aforesaid the Company undertakes to replace or repair such goods or parts thereof which the customer shall have returned to the Company’s Works or to such Works as the Company shall direct which in the opinion of the Company shall require replacement and repair owing to the same being defective in design material or workmanship.

LIEN
In addition to any right of lien to which the Company may by law be entitled the Company shall be entitled to a general lien on all goods of the customer in the Company’s possession

(although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered under this or any other contract. RETURN OF GOODS

Goods will only be accepted for return if a Returns Authorisation Number has been issued. Goods returned without the Company’s consent in writing will not be accepted for credit. All returned goods are returned at the customer’s cost.

ILLUSTRATIONS AND SPECIFICATIONS
The illustrations are typical and cannot be held as binding. The specification is the current specification and the Company reserve the right to alter or vary the specification without notice. DATA PROTECTION
We may transfer information about you to our bankers/financiers for the purposes of providing services and for the following purposes:-
Obtaining credit insurance
Making credit reference agency searches
Credit control
Assessment and analysis (including credit scoring, market, product and statistical analysis)
Securitisation
Protecting our interests
We will provide you with details of our bankers/financiers and that of any credit reference agencies used on request.
Any data collected is processed in accordance with our GDPR policy. For full details of our Partner Privacy Notice please see the website www.greenbrook.co.uk
GOVERNING LAW
The contract shall be deemed to be made in England and its interpretation, validity and performance shall in all respects be governed by the laws of England.