CONTRACT FOR THE SUPPLY OF GOODS AND SERVICES
DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following definitions shall apply:
“Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Conditions” means these terms and conditions as amended from time to time.
“Contract” means the contract between the Supplier and the Customer for the supply of Goods and/or Services.
“Customer” means the person, firm, or entity purchasing Goods and/or Services.
“Goods” means the goods (or any part thereof) set out in the Order.
“Order” means the Customer’s order.
“Services” means any services supplied.
“Supplier” means Exel GRP Ltd.
1.2 Interpretation:
(a) Writing includes emails.
(b) Statutes include amendments.
(c) “Including” is not limiting.
(d) Gender references include all genders.
BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer.
2.2 Acceptance occurs upon written confirmation, commencement of production, or delivery, whichever occurs first.
2.3 These Conditions override all other terms.
DEFECTIVE GOODS
3.1 The Supplier warrants that, at the point of delivery only, the Goods shall materially conform to their specification.
3.2 The Supplier may repair, replace, or refund defective Goods at its discretion.
3.3 All other warranties are excluded to the fullest extent permitted by law.
3.4 This clause sets out the Customer’s sole remedy.
DELIVERY
4.1 Delivery dates are estimates only.
4.2 The Supplier shall not be liable for delays howsoever caused.
4.3 Risk passes on delivery or when delivery is delayed by the Customer.
4.4 The Customer is responsible for unloading and site conditions.
ACCEPTANCE
5.1 Goods must be inspected within 7 days.
5.2 Failure to notify defects constitutes acceptance.
TITLE
6.1 Title remains with the Supplier until full payment is received.
6.2 The Supplier may recover Goods in case of non-payment.
SERVICES
7.1 Services are provided with reasonable care and skill.
7.2 Timeframes are estimates only.
CUSTOMER OBLIGATIONS
8.1 The Customer warrants that all information and specifications are accurate.
8.2 The Supplier shall not be liable for reliance on Customer-provided information.
PAYMENT
9.1 A non-refundable deposit of 50% is required prior to production.
9.2 The balance is payable in full prior to dispatch.
9.3 The Supplier may suspend work for non-payment.
9.4 Interest accrues at 4% above Bank of England base rate.
BESPOKE GOODS
10.1 Bespoke Goods are strictly non-cancellable and non-refundable once production has commenced.
10.2 The Customer acknowledges such Goods have no resale value.
INTELLECTUAL PROPERTY
All intellectual property remains the property of the Supplier.
CONFIDENTIALITY
Both parties shall keep confidential information secure.
PRODUCT USE, INSTALLATION AND MAINTENANCE
13.1 The Customer shall be solely responsible for ensuring suitability of the Goods.
13.2 The Supplier shall have no responsibility for design or performance where Goods are manufactured to Customer specifications.
13.3 The Customer shall ensure Goods are installed, operated, and maintained:
(a) in accordance with all applicable laws and standards;
(b) by competent personnel;
(c) in accordance with Supplier guidance.
13.4 The Supplier shall have no liability for:
(a) improper installation or use;
(b) failure to maintain or inspect;
(c) environmental conditions;
(d) modification without consent;
(e) integration into wider systems.
13.5 The Customer shall implement appropriate maintenance and safety procedures.
13.6 The Supplier gives no warranty as to fitness for purpose.
DESIGN APPROVAL AND TECHNICAL SPECIFICATIONS
14.1 The Customer shall be solely responsible for reviewing and approving all specifications and drawings.
14.2 The Supplier provides drawings for guidance only unless confirmed in writing.
14.3 The Supplier shall have no liability for Customer-approved designs.
14.4 Approval constitutes acceptance of full responsibility by the Customer.
14.5 Variations requested by the Customer may affect price and delivery.
FITNESS FOR PURPOSE AND RELIANCE
15.1 The Customer confirms it has not relied on Supplier advice regarding suitability.
15.2 No warranty is given as to fitness for purpose unless expressly agreed in writing.
15.3 The Customer is responsible for compliance with all applicable regulations.
CUSTOMER INDEMNITY
16.1 The Customer shall indemnify and hold harmless the Supplier against all claims, losses, damages, costs, and expenses arising from:
(a) use or installation of the Goods;
(b) Customer specifications or instructions;
(c) modification or misuse;
(d) failure to maintain or inspect;
(e) third-party claims arising from use of the Goods.
16.2 This indemnity shall apply whether arising in contract, tort (including negligence), or otherwise.
LIMITATION OF LIABILITY
17.1 Nothing excludes liability for death or fraud.
17.2 The Supplier shall not be liable for:
(a) loss of profit;
(b) loss of business;
(c) indirect or consequential loss.
17.3 Total liability shall not exceed the contract price.
TERMINATION
18.1 The Supplier may terminate for breach or non-payment.
18.2 All sums become immediately due.
FORCE MAJEURE
The Supplier is not liable for events beyond its control.
STORAGE AND DELAY
20.1 Storage charges apply where delivery is delayed.
20.2 Risk transfers as if delivery occurred.
ASSOCIATED POLICIES
21.1 Delivery and returns policies form part of the Contract.
VARIATIONS AND ENTIRE AGREEMENT
22.1 No variation is binding unless in writing.
22.2 The Customer confirms no reliance on external statements.
GENERAL
23.1 No waiver unless in writing.
23.2 Governing law: England and Wales.
23.3 Jurisdiction: English courts.
