In these conditions the following expressions shall have the following meanings:
“GB Rail” means GB-Rail Limited.
“Customer” means any person, firm, company or organisation placing an order or proposing to place an order with GB Rail.
“Goods” means all and every item and/or service sold or supplied or provided or proposed for sale or supply or provision by GB Rail to the Customer.
“Contract” means the quotation, these Conditions and any other document incorporated in a Contract between GB Rail and the Customer for the sales of goods or services.
2.1 No Contract for the Sale of Goods will be binding until GB Rail has confirmed acceptance of the order. The same applies to any modification to an order.
2.2 No variation to these Terms and Conditions shall be binding on GB Rail unless specifically agreed to in writing by GB Rail. In the event of any inconsistency between these conditions and any other document forming part of the Contract, these conditions shall be paramount unless expressly referred to and varied in writing by GB Rail. Any conditions included within documentation supplied by the customer subsequent to the issue of this quotation that conflict with these conditions shall not be applicable unless GB Rail specifically and expressly accepts such variation in writing. Simple acceptance of an order is not acceptance of a variation to GB Rail Terms and Conditions.
2.2 All drawings, illustrations, brochures, catalogues, price lists, particulars of weights and dimensions and other similar material submitted to the Customer should be treated as approximate only as they are solely intended to give an approximation of the Goods. Unless expressly incorporated the same do not form part of the Contract.
2.3 Any tender or offer binds GB Rail for the validity period stated in such tender or offer. If no validity period is stated, the offer shall be valid for a period of 30 days as from its date of issue.
3. Prices & Payments Terms
3.1 Any price stated by GB Rail is strictly net and ex works. GB Rail reserves the right to require payment in full before proceeding with the Contract.
3.2 Payment in full for the Goods shall be due and payable on the terms specified in the Contract.
3.3 GB Rail may adjust the total price to compensate it for any increase in the cost of manufacturing, selling, or delivering the Goods caused by any circumstances beyond its reasonable control, or by any error or omission or lack of decision by or instructions or information from the Customer.
3.4 GB Rail reserves the right to charge interest at 5% above Barclays Bank plc Base Rate on any overdue payments until paid in full.
4. Ownership & Title
4.1 Legal ownership of the Goods remains vested in GB Rail until payment of the price (or adjusted price) has been made in full.
4.2 Notwithstanding 4.1 above the Customer shall insure against all reasonably insurable risks from the date when risk passes to the Customer until the time when legal ownership passes. Any insurance monies paid out in pursuance of such insurance by the Customer shall forthwith be used to discharge any balance outstanding to GB Rail.
5. Transportation & Carriage
5.1 Immediately upon despatch from GB Rail’s premises the risk of any loss or damage to or deterioration of the Goods shall be and remain with the Customer notwithstanding that GB Rail may provide or arrange carriage. GB Rail shall be under no liability arising from its choice of carrier or from the act of omission of such carrier and the Customer waives all rights under Section 32(2) of the Sale of Goods Act 1979.
6. Performance & Force Majeure
6.1 GB Rail takes all reasonable steps to perform its obligations and deliver within the period specified in the Contract but all such times are estimates only. GB Rail shall not be liable for late delivery or performance, and delays shall not entitle the Customer to rescind the Contract.
6.2 Provided that when circumstances amounting to force majeure have prevented or will prevent delivery of Goods for more than six months after the delivery date stipulated in the Contract, either the Customer or GB Rail may by notice in writing cancel the Order for those Goods without liability to compensate the other party for any loss or damage whatsoever incurred thereby.
6.3 GB Rail reserves the right to make part deliveries and to submit invoices for Goods supplied as part of an order.
7. Terms & Representations & Warranty
7.1 These clauses define the Customer’s rights in respect of any loss or damage caused by the goods or lack of them or due to any claim or statement made by GB Rail, its employees or agents.
7.2 Unless otherwise specified GB Rail guarantees its supplies against any defect in design, material or workmanship, parts subject to normal wear and tear excepted. Our liability under this warranty is limited to making good any part or parts which shall within six months from the date when the equipment was delivered new to the purchaser be returned to us and which we are satisfied on our examination to have been defective in material or workmanship.
7.3 This warranty is given on condition that:
(i) We are notified in writing within fourteen days after such defects appear and the equipment or defective parts are returned to us as soon as reasonably practicable or where this is not practicable made available for inspection by us.
(ii) The equipment has in our judgement been correctly installed/used in accordance with instructions provided for its operation and maintenance.
(iii) If the equipment has been altered, taken apart, repaired, tampered with, neglected, damaged or used in any way so as adversely to affect its performance or condition we shall not be liable for any fault arising from its use.
(iv) We shall not be liable for any faults arising from the use of any spare or replacement parts not authorised or recommended by us.
(v) Parts replaced free of charge remain or become again the property of GB Rail.
(vi) It does not cover defects deriving from materials or design provided by the Customer.
(vii) Unless performance figures/tolerances have been stipulated by the Customer and agreed by us at the time of ordering the equipment we shall be under no liability in the absence of any defect in material or workmanship for failure to obtain any particular performance.
(viii) The decision whether to repair or replace a defective part under warranty claim shall be at our discretion.
(ix) We give no warranty in respect of equipment supplied by us except the foregoing warranty and without prejudice to the generality of the foregoing we shall be under no liability whether in contract or otherwise in respect of any defects in the goods for any injury loss or damage resulting from such defects or from any work done in connection therewith and we shall not in any circumstances be liable for any consequential loss or damage suffered including any loss of use, loss of contract, or loss of profits. Our liability shall in no case exceed the value of the goods in relation to which the claim is made.
8.1 GB Rail shall have the right to cancel the Contract in part or in whole and recover its losses or damage including (but without limitation to) loss or profit or other consequential loss where the Customer:
(i) fails to make any payment owed to GB Rail on whatever account on the due date, or,
(ii) commits any act of bankruptcy or enters into any arrangements or composition with their creditors
The Contract shall be governed in all aspects by English Law and its subject to the sole jurisdiction of the English Courts. or (as regards a Company) a resolution is passed or petition issued for their winding up or a receiver or (as regards customers corporate or incorporate) a manager is appointed over any of their assets or the equivalent of any of the above events occurs, or,
(iii) in case of force majeure.
9. Customer Obligations
The Customer undertakes to:
9.1 Observe all prudent trade practices in relation to use and installation so that the Goods are not used when it is in an unsafe condition for whatever reason.
9.2 Ensure that his staff and all users of the Goods are adequately informed of their duties in relation to the use of the Goods.
9.3 Observe the Health & Safety at Work legislation as amended from time to time in relation to the Goods supplied.
10. Legal Construction
The Contract shall be governed in all aspects by English Law and it is subject to the sole jurisdiction of the English Courts.