Terms & Conditions of Sale
All quotations are made and all orders are accepted subject to the following terms and conditions and no addition thereto or variation therein shall be made unless agreed in writing by GDM Lindex Ltd.
1 Condition of sale of goods and services
1.1 Unless earlier withdrawn or unless the quotation states otherwise, all quotations are open for acceptance for the period of thirty days from the date of the quotation. GDM Lindex Ltd can refuse an order where the buyer confirms acceptance after the acceptance period. In such a case all pricing and delivery terms will be re-confirmed and re-submitted to the buyer for approval.
2 Description of Goods and Services
2.1 Except as otherwise agreed in these conditions all drawing designs, descriptive matters, samples, specification, catalogues, brochures, photographs, technical literature, and advertising matter are published or issued for the sole purpose of giving an approximate idea of goods and services described in them and no information contained in any of them or in any other document whatever shall form part of the contractual description of the
2.2 For clarification proprietary part numbers may be given by GDM Lindex Ltd. These should not be construed as the source of manufacturer or supply and nor is such implied by GDM Lindex Ltd. They are provided purely for the buyers guidance and to facilitate identification.
2.3 Clerical Errors – Clerical errors are subject to correction
2.4 Verbal Information – No responsibility can be accepted by GDM Lindex Ltd for verbal information, whether given or received unless confirmed in writing.
2.5 Performance – Notwithstanding any advice or assistance given by GDM Lindex Ltd in regard the installation of any goods GDM Lindex Ltd cannot accept any responsibility either in respect of such installation or as to the ultimate performance of any product into which their supplied goods maybe installed.
3 Use of goods
3.1 The buyer shall ensure that the goods will be safe and without risk to health when properly used and in particular the buyer shall ensure the goods are used in accordance with the manufactures instructions. If the buyer
3.1.1 GDM Lindex are relieved of it’s liability (if any) to the Buyer to the extent that such liability would not have arisen but for such failure to comply
3.1.2 the buyer shall indemnify GDM Lindex Ltd against all claims by third parties and all penalties for which GDM Lindex Ltd may be liable pursuant to the extent that such liability would not have arisen but for such failure to comply
4.1 Unless otherwise agreed in writing by GDM Lindex Ltd all prices quoted are ex-works and therefore exclusive of packing, insurance and
4.2 V.A.T. – Value added tax is not included in the price
5.1 GDM Lindex Ltd will agree in writing payment terms with the buyer and monies due will be paid in accordance with these terms
5.2 Where goods are supplied to the buyer on credit, GDM Lindex Ltd will invoice the buyer of goods on delivery and the buyer will pay no later than 30 days from date of invoice.
5.3 Unless agreed in writing by GDM Lindex Ltd the buyer shall not be entitled to any deductions, discounts, or rebates for prompt or early payment.
5.4 Time for payment shall be of the essence
5.5 Interest shall be charged at 4% over NatWest Bank PLC’s base lending rate for the time being in force on all sums overdue for payment as well before as after judgement.
5.6 in the event of late or non payment GDM Lindex Ltd may without prejudice suspend outstanding deliveries on all orders with the buyer in question
5.7 GDM Lindex Ltd reserve the right to withdraw all credit facilities at any time where a buyer does not meet his payment obligations and all monies due shall forthwith be payable immediately.
6 Delivery of goods and/ or carrying out services
6.1 GDM Lindex Ltd shall not be liable in respect of any damage in transit howsoever caused (including negligence) unless notice in writing is given to the carrier and to GDM Lindex Ltd within seven working days. Liability is limited to replacement of goods ex-manufacturers works within a reasonable time period and no consequential
6.2 GDM Lindex Ltd unless otherwise stated in writing by the buyer will
6.3 Where the service of a specialist engineer is required with reference the installation of product or to undertake a survey of existing product the terms and conditions for the provision of an engineer / engineers can be provided on request.
7 Damages or defects
7.1 Where there is any damage or defect of items that is possibly due to defective workmanship or material GDM Lindex Ltd will at its option repair or replace goods if the following conditions are met:-
7.1.1 The buyer gives written notice to GDM Lindex Ltd of the alleged defect in the goods and / or services and such notice is received within seven days of the time when the buyer discovers or ought to have discovered the defect and in any event within twelve months or within the warranty given by the manufacturer the goods,
7.1.2 The buyer giving GDM Lindex Ltd a reasonable period to have the goods inspected, and if so requested by GDM Lindex Ltd returning the allegedly defective goods to GDM Lindex Ltd carriage paid for inspection to take place there.
7.1.3 The buyer making no further use of the goods after the discovery of the defect.
7.1.4 the defective goods having being installed, used, stored and maintained in accordance with any manufacturers instructions and there being no negligence or misuse on the part of the buyer, its servants or agents, and nor have the goods been altered or repaired by any person other than one authorised by GDM Lindex Ltd or the manufacturer.
7.1.5 GDM Lindex Ltd being satisfied that the defect in the goods or services was due to defective workmanship or material and without prejudice for the foregoing, GDM Lindex Ltd shall be under no liability for defects due to wear and tear or neglect or use of the goods for any purpose other than those for which they are designed.
7.1.6 the defective goods having not been sold, let or hired or otherwise disposed of by the buyer to a second or subsequent user or purchaser.
7.2 Save as otherwise provided in this clause and to the extent permitted by law:-
7.2.1 GDM Lindex Ltd shall be under no liability for any loss or damage howsoever caused which arises in respect of the buyers
7.2.2 GDM Lindex Ltd shall be under no liability for any direct or indirect or consequential loss or damage howsoever caused and without prejudice to the foregoing GDM Lindex Ltd shall not be liable for any cost claims or damages or expenses arising out of any tortuous acts or omissions or any breach of contract or statutory duty calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.
7.2.3 GDM Lindex Ltd gives no warranty as to patent registered design copyright and other industrial property rights in connection with the goods and or/services it supplies.
8.1 Where there is any short shipment of items, we will only accept claims for replacements for
9 Part numbers
9.1 Where part numbers are provided to GDM Lindex Ltd, goods will be supplied against the part number or its supersession. This will take precedence over the vehicle identification number (VIN) or product identification serial number provided. We will not be held responsible if parts are incorrect for the vehicle or machine. It is the responsibility of the purchaser to ensure that the part numbers provided are correct for the vehicle or machine.
10 Delivery by instalments
10.1 Where more than one item of goods is included in any order GDM Lindex Ltd shall be entitled to make deliveries by instalments. In such cases the despatch date shown on GDM Lindex Ltd’s acceptance of order shall be deemed to be the estimated delivery date of the first instalment and the remaining instalments will be delivered within a reasonable time of the first instalment.
11 Force Majeure
11.1 If events beyond GDM Lindex Ltd’s reasonable control including but not limited too strikes,
12 Exclusion of consequential loss
12.1 GDM Lindex Ltd shall not be liable for any consequential loss, direct or indirect loss suffered by the buyer, or any customer of, or purchaser from the buyer as to which the buyer shall hold the Company fully and effectually indemnified whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Company’s negligence). Non exhaustive illustrations of consequential loss, direct or indirect loss would be:-
- – loss of profits
- – loss of contracts
- – damage to property of the buyer or anyone else and
- – personal injury to the buyer or anyone else
13.1 Without prejudice to any other provision in these terms and conditions, in any event GDM Lindex Ltd’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the company’s negligence or otherwise) shall not exceed 80% of the contract price of the goods supplied.
14 Delay occasioned by the buyer
14.1 The buyer shall promptly furnish all designs, equipment,
14.2 Storage – If by reason of instruction or lack of instruction reference despatch in accordance with the contract, there is a delay of over 21 days, the goods shall pass to the buyer and be invoiced. In addition storage will be arranged. A reasonable charge will be made to the buyer on a weekly basis for items stored.
15.1 Cancellation charges – where a buyer cancels an order following placement of said order, GDM Lindex Ltd will endeavour to meet the customer request but if cancellation charges apply and/or handling charges or any other costs these will have to be met by the buyer in full. For special (bespoke) items where the production process has begun the full costs of the goods may be levied.
16.1 Any failure by GDM Lindex Ltd to exercise any rights under these conditions shall not constitute a waiver or prevent the subsequent exercise of such rights.
17.1 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 shall not be affected by them.
18.1 The buyer shall indemnify GDM Lindex Ltd against all cost claims, demands, proceedings, charges and expenses for which GDM Lindex Ltd may become liable in respect of the goods and/or services.
19 Testing and installation
19.1 Where the buyer requires GDM Lindex Ltd to have tests carried out on the goods, GDM Lindex Ltd may charge the buyer at a reasonable rate for work done and materials used in testing.
19.2 Where GDM Lindex Ltd carries out work at the buyers request at a place designated by the buyer, without prejudice to any other remedy GDM Lindex Ltd may have, the buyer shall indemnify GDM Lindex Ltd against any losses it may suffer (including any damages, costs and expenses it may have to pay) as a result of damage to GDM Lindex or associates property or claims against them by it’s employees or by any third party where the losses arise from the nature, condition or state of repair of the place or any materials or equipment in that place or negligence of the buyer, it’s servants or agents or any third party.
20.1 If the buyer wishes GDM Lindex Ltd to arrange
20.2 GDM Lindex Ltd will provide a quotation for refurbishment having seen the item in question.
20.3 The buyer agrees to indemnify and keep GDM Lindex Ltd indemnified against all costs, expenses, liabilities, injuries, losses, damages, claims, demands and legal costs (on a full indemnity basis) and judgements which GDM Lindex Ltd incurs or suffers as a consequence of a fault in an item supplied by the buyer to GDM Lindex Ltd for refurbishment.
21 English Law
21.1 These conditions and there construction shall be governed by English Law and the buyer and GDM Lindex Ltd shall submit to the jurisdiction of the English courts.
22 Export terms
22.1 In these conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions but if there is any conflict between the provisions of Incoterms and these conditions the latter shall prevail.
22.2 The buyer is responsible to obtain all import licences (or equivalent authorization) necessary in respect of the importation of goods into the country to which they are to be consigned. The cost of such documentation and other associated costs(local import taxes, duty, inspection requirements etc.) are the responsibility of the buyer.
22.3 Where goods require Export licences these will be arranged accordingly by GDM Lindex Ltd but all associated costs involved will be charged to the buyer.
22.4 Delivery shall be effected by GDM Lindex Ltd as stated in the Tender document and as defined in Incoterms (FCA, CIF etc.). The goods at that time shall be deemed as to be delivered in accordance with the contract.
22.5 GDM Lindex Ltd shall not be responsible for any loss or damage to the goods after they have been delivered.
22.6 Unless otherwise agreed the price of the goods to be supplied by GDM Lindex Ltd is specified in the Tender document and is payable in cash in sterling.
22.7 In relation to prices specified in a currency other than sterling (‘the quoted currency’), and unless otherwise agreed by GDM Lindex Ltd in writing, GDM Lindex Ltd have the right at any time or times when the rate in the London Foreign exchange market for the quoted currency in terms of sterling stands more than 5% higher than such rate on the date when the price was quoted , to raise any such prices by a percentage not exceeding the percentage rise in such rate for quoted currency and shall forthwith notify the buyer of such increase in price, which shall then be substituted for the original price.
22.8 Payment of all amounts due to GDM Lindex Ltd shall be as specified in the Tender document.
23.1 The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.
Terms & Conditions for the Provision of Engineers or Trained Personnel
The daily rate is charged per a day, seven days a week although the engineers working week is subject to Agreement between GDM Lindex Ltd and the customer.
The charge for the engineers home country transportation to and from airport and return flights will be additional to the daily rate. If this necessitates an overnight Hotel stay this and meal will also be charged to the customer.
In accordance with the engineers conditions of service they are entitled to spend a leave period not in excess of 14 days following 3 months continuous overseas service and the cost of the return airfare incurred shall be bourne by the customer. Engineers are entitled to home leave over the Christmas period and should site work run over this period it will therefore be interrupted and the customer shall have to pay the cost of a return airfare.
The engineer/s are entitled to statutory bank holidays in the country they are working. If work is required on such days a premium rate will be agreed and charged accordingly to the customer.
2 The working week is to be agreed between the customer and GDM Lindex Ltd. In general the week is taken as a six day week and a 10 hour day with a one hour break for lunch and a ½ hour morning and afternoon break. This is based upon single shift (day) working. Any changes to this arrangement may incur additional charges. For example longer hours or different shifts to accommodate special targets or abnormal conditions.
The engineer/s will present timesheets for signature weekly and these sheets will be authorised by the customer and be the basis for charging.
If a fixed price contract is agreed this will supersede the rates and comments made reference items 1 & 2 above.
3 Time waiting or lost through circumstances outside the control of the engineer shall be chargeable to the customer as specified in items 1 & 2.
4 Unless otherwise agreed by GDM Lindex Ltd and the customer on all overseas engagements the customer is responsible to meet the engineer / s on arrival in the country and to take them or arrange transportation to take them to their accommodation at the customers cost. Furthermore the customer is responsible to provide the engineer free of charge, adequate and suitable accommodation, meals, individual transportation for their sole use and any reasonable incidental costs incurred in connection with his/her work and secondment overseas.
5 The customer shall arrange all necessary work permits. The customer shall also make any arrangements which may be required with local labour unions to permit the engineer/s to perform his/her duties
6 With reference to individual transportation provided the customer will ensure the engineer/s is fully indemnified against all risks, charges and claims by means of a suitable insurance policy.
7 In the event of temporary sickness or incapacity the customer shall provide free medical and / or dental attention and if applicable full hospital facilities. The engineers full wage and allowances during his indisposition shall be chargeable to the customer.
In the case of extended sickness or incapacity resulting in the necessity of repatriation of the engineer, GDM Lindex Ltd shall be responsible for the costs of repatriation and replacement engineer/s only.
GDM Lindex Ltd shall take all reasonable precautions to ensure that our engineers are medically fit for particular assignments.
8 Any income tax or other impost payable by the engineer/s in the country where erection or other work is taking place shall be immediately re-imbursed to the engineer by the customer and shall be deemed an expense payable by the customer.
9 In the absence of prior agreement where applicable it is the responsibility of the customer to provide at their cost skilled and semi skilled labour as agreed in the contract to work under the supervision of our engineer/s.
In addition it is the responsibility of the customer to provide at their costs where applicable adequate cranes, lifting tackle, ladders, scaffolding, power supplies, lighting, lubricating oil, fuel oil, compressed air, water and any such services necessary for the satisfactory completion of the work, plus all support labour and necessary tools to enable the engineer to carry out his duties. Furthermore collection of materials from sea or airport and arrangement of clearance and transportation to and from site are also to be undertaken by the customer at their cost.
10 Neither GDM Lindex Ltd or our engineer/s will accept responsibility for the behaviour and/or negligence of any locally engaged labour employed to assist our engineer/s in the performance of their duties.
11 Unless otherwise agreed the customer will provide free of charge any electrical engineers, cable jointers etc., who may be required to connect and commission all electrical equipment supplied under or installed in conjunction with the agreed work to be undertaken.
12 The services of the engineers provided by GDM Lindex Ltd are at the disposal of the customer. There is no guarantee or undertaking on the part of GDM Lindex Ltd neither do GDM Lindex Ltd accept responsibility for any statements which may be made unless confirmed in writing by GDM Lindex Ltd, nor do GDM Lindex Ltd accept responsibility for loss or damage howsoever incurred during the visit, or arising out of the work for which they have been engaged. The customer will indemnify GDM Lindex Ltd against any claim from a third party arising out of any instruction by the customer to GDM Lindex Ltd engineer/s.
13 Should GDM Lindex Ltd deem it necessary or advisable to require assistance for the installation of equipment outside of GDM Lindex Ltd supply, an extra charge will be made on the customer covering the services of the specialist engineer/s from the manufacturer of the equipment concerned.
14 Any persons provided by the customer to assist GDM Lindex Ltd engineer/s in the performance of the erection or other work, remain in the customers employment and the customer shall indemnify GDM Lindex Ltd and their engineer/s against all and any claim, demand, costs, charges and expenses in respect of claims arising of such persons by virtue of any statute or code or other legal systems which may be in force in the country in which the work is being carried out.
15 GDM Lindex Ltd engineer/s will observe any special fire, accident or safety regulations peculiar to the site at which the work is taking place , but only if such regulations are advised to GDM Lindex Ltd in writing at least seven (7) days prior to the start date for GDM Lindex Ltd engineer/s.
16 The customer shall be responsible for providing adequate guarding and protection of the site where the engineer/s are working.
17 The proper Law of the Contract shall be English Law and the parties to the contract submit to the exclusive jurisdiction of the English Courts.
18 The clauses above are in addition to and shall be read in conjunction with GDM Lindex Ltd Terms and Conditions of Sale, and any special conditions as specified in each individual contract.