INTERPRETATION
a. The definitions and rules of interpretation in this condition apply in these conditions:
“Company”: means GE Baker (UK) Limited (Company Number 01406947 whose registered office is at Heath Road, Woolpit, Bury St Edmunds, Suffolk, IP30 9RN;
“Contract”: means any Contract between the Company and the Purchaser for the sale and purchase of Goods, incorporating these conditions and the Order Acknowledgement;
“Goods”: means any Goods agreed in the Contract to be supplied to the Purchaser by the Company (including any part of parts of them);
“Order Acknowledgement”: means the Company’s written form confirming its acceptance of the Purchaser’s order for the Goods;
“Purchaser”: means the person, firm or company who purchases Goods from the Company.
b. A reference to a particular law is reference to it as it is in force for the time being taking into account any amendment, extension, application or re‐enactment and includes any subordinate legislation for the time being
in force made under it.
c. Words in the singular include the plural and, in the plural, include the singular.
d. A reference to one gender includes reference to the other gender.
1. GENERAL
a. These conditions apply to all Goods sold by the Company and in the case of conflict between these conditions and the Purchaser’s conditions the Company’s conditions shall prevail.
b. No variation of these conditions nor any representations shall apply to the Contract or be effective unless made in writing and signed on behalf of the Company.
c. No terms or conditions endorsed on, delivered with or contained in the Purchaser’s purchase order, specification of other documents shall form part of the Contract simply as a result of such document being referred
to in the Contract.
d. All other terms, conditions, warranties, or representations express or implied whether made before or at the time of or after Purchaser’s order or instructions and
even if contained therein are, so far as permitted hereby excluded.
e. Each order or acceptance of a quotation for Goods by the Purchaser from the Company shall be deemed to be an offer by the Purchaser to buy Goods subject to these conditions.
f. No order placed by the Purchaser shall be deemed to be accepted by the Company until a written Order Acknowledgement is issued by the Company or (if earlier) the Company delivers the Goods to the Purchaser. The
parties shall agree any special terms and specifications and set them out in the Order Acknowledgement. In the event of a conflict between the Order Acknowledgement and these conditions, the Order
Acknowledgement shall take priority.
g. The Purchaser shall ensure that the terms of its order and any applicable specification are complete and accurate.
h. Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Purchaser. Any
Quotation is valid for a period of 30 Days only from its date, provided that the Company has not previously withdrawn it.
2. PRICES
a. The Company reserves the right to alter any prices at any time without notice and all Goods are sold subject to the prices contained in the Company’s standard price list in force at the date of delivery of the Goods or
invoice (whichever is earlier). In the case of Goods not included in the Company’s standard price list the price shall be that quoted and accepted by the Purchaser. The price of Goods does not include:
i. Delivery from the Company’s or manufacturer’s or supplier’s works to the Purchaser’s premises or other costs or charges in relation to packaging,
loading or unloading or insurance unless otherwise expressly stated.
ii. VAT Which will be charged at the appropriate rate.
b. If the Company elects under Clause 4 (b) of these conditions to deliver part only of the Goods, the price shall be reduced to represent the price of the Goods delivered.
c. Prices quoted which include labour charges are based on current rates of labour and may fluctuate with variations in the current rates. Prices invoiced will be based on the rate or rates prevailing at the time the work
was done.
3. SPECIFICATION
a. The Goods are supplied in accordance with the specification if any submitted to the Company and any subsequent additions or alterations shall be the subject of an
extra charge. Any other Goods not so specified shall be in accordance with the Company’s printed catalogue or the catalogues of the Company’s suppliers (subject
to any modifications made since publication). Information contained in the Company’s catalogues, price lists, leaflets and advertisement or in any other
document relating to capacity and performance of the Goods is approximate only and shall not form part of the Contract and any deviations therefrom shall not
entitle the customer to revoke or rescind the Contract and such deviations shall not be the basis of any claim against the Company.
b. The Company reserves the right to alter any specifications, types of models of Goods (the original Goods) at any time and the Purchaser shall accept the Goods so altered or substituted in fulfilment of the order
provided that such acceptance shall not result in the Purchaser receiving Goods materially different from the original Goods ordered.
c. All Goods are offered subject to their availability.
4. DELIVERY
a. The place and date of delivery are as agreed between the Company and the Purchaser and in the absence of any specified delivery date, delivery of the Goods
shall be within a reasonable time. Dates given for the delivery of Goods are given and intended as an estimate only and the Company shall not be liable for any loss direct, indirect, or consequential or damage arising
directly or indirectly from any delay (even if caused by the Company’s negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such a delay exceeds 180 days.
b. The Company reserves the right in its absolute discretion to deliver a part only of the Goods. In such event the Company shall not be liable for any loss or damages
sustained by the Purchaser as a result.
c. The Purchaser shall provide that where delivery is to take place at the Purchaser’s premises, the delivery point is adequate and appropriate and manual labour is
available for unloading the Goods.
d. The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the
Purchaser can provide conclusive evidence proving the contrary.
5. STORAGE CHARGES
If for any reason the Purchaser is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company shall be entitled to arrange storage at its own premises or elsewhere at the
Purchaser’s risk and cost.
6. INSURANCE RISK
The risk in Goods sold by the Company shall pass to the Purchaser on notification by the Company that the Goods are ready for delivery or collection. The Company accepts no responsibility for any loss or of damage to the
Goods howsoever caused after the risk has passed to the Purchaser and the Purchaser should in its own interest insure the same.
7. NOTICE OF CLAIMS ETC
a. The Goods shall be examined by the Purchaser on receipt and no claim in respect of the Goods will be entertained unless notice in writing is sent to the Company within fourteen days of delivery.
b. In the case of damage in transit notice of damage or breakage shall be sent in writing by the Purchaser both to the Company and to the carrier if any within 48 hours of receipt.
c. In the case of loss in transit or delay in delivery notice in writing shall be sent by the Purchaser to the Company and to the carrier if any within fourteen days of the date of the invoice.
8. OWNERSHIP
a. Notwithstanding that the Company shall still be able to maintain an action for the price of Goods, the title to any Goods sold under this Contract shall not pass to the Purchaser until the Company has received payment
in full for all of the Goods and all other sums which are due to the Company from the Purchaser on any account.
b. Until ownership of the Goods has passed to the Purchaser the Purchaser shall:
i. hold the Goods on a fiduciary basis at the Company’s bailee;
ii. store the goods (at no cost to the Company) separately from all other goods of the Purchase or any third party in such a way that they may remain readily identifiable as the Company’s property;
iii. not destroy, deface, or obscure any identifying mark or packaging on or relating to the Goods; and
iv. maintain the Goods in a satisfactory condition and keep them insured on the Company’s behalf for their full price against risks to the reasonable satisfaction of the Company. On request the Purchaser
shall provide the policy of insurance to the Company.
c. Notwithstanding the foregoing and pending actual payment for the Goods the Purchaser shall be entitled to sell the Goods to a third party. Any such sale shall be a sale of the Company’s property on the Purchaser’s
own behalf and the Purchaser shall deal as principal when making such a sale.
d The Purchaser’s rights to possession of the Goods shall terminate immediately if:
i. the Purchaser has a bankruptcy order made against him, or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force
for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except where a
solvent voluntary liquidation for the purpose of only reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receive appointed of its undertaking or any part
thereof, or documents are filed with the court for the appointment of an administrator of the Purchaser or notice of intention to appoint an administrator is given by the Purchaser or its directors
or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding‐up of the
Purchaser or for the granting of an administration order in respect of the Purchaser, or any proceedings are recommended relating to the insolvency or possible insolvency of the Purchaser; or
ii. the Purchaser encumbers or in any way charges the Goods.
e. The Purchaser grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Purchaser’s right to
possession has terminated, to recover them.
f. Where the Company is unable to determine whether any Goods are the Goods in respect of which the Purchaser’s right to possession of them has terminated, the
Purchaser shall be deemed to have sold all goods of the kind sold by the Company to the Purchaser in the order in which they were invoiced to the Purchaser.
g. On termination of the Contract, howsoever caused, the Company’s (but not the Purchaser’s) rights contained in this condition 8 shall remain in effect.
9. PAYMENT
a. Unless otherwise agreed by the Company in the order or Order Acknowledgement:
i. the Purchaser must pay for all Goods in full and cleared funds prior to delivery; and
ii. the Purchaser must pay all invoices in cleared funds in pounds sterling without deduction in full upon issue.
b. Subject to sub clause (a) of this clause the Company may invoice any Goods after delivery or after the customer has been notified that the Goods are ready for delivery or available for collection;
c. Time for payment is of the essence of all Contracts subject to these Conditions of Sale, if the Purchaser fails to pay on the due date the Company shall be entitled (without prejudice to any rights already subsisting
against the Purchaser):
GE Baker (UK) Ltd
Poplar Business Centre, The Heath, Woolpit, Bury St Edmunds, Suffolk, IP30 9RN Telephone: 01359 240 529
Registered in England and Wales under Company Number 01406947 www.quality‐equipment.co.uk
Jan 2025
i. To charge interest on any amounts overdue at the rate of 4% above the Base Rate of Lloyds Bank PLC from the date of issue of the invoice until payment; and/or
ii. To suspend further deliveries until the payment has been made; and/or
iii. To cancel the Contract.
10. CANCELLATION, VARIATION, SUSPENSION AND FORCE MAJEURE
a. In the event that either party requires a variation or cancellation of the Contract and offers to pay reasonable charges for such cancellation or variation (taking into account costs thrown away, commitments entered
into arising out of this Contract, loss of profit and the like), such cancellation or variation shall be effective. The Purchaser acknowledges and accepts that the Company shall not be obliged to offer or agree to
cancellations or variations in respect of bespoke Goods.
b. In the event of any delay affecting due performance of the Contract by reason of any cause arising from or attributable to acts, events, failure of expected events, omissions, or other accidents or incidents (whether
such event etc, shall in the first instance or primarily or mainly affect the Company, a manufacturer, supplier or other Company or business) beyond the reasonable control of the Company including but not limited to
the following:
i. strikes, lockouts, shortage of labour or any other labour trouble (regardless of the reasonableness of the demands of labour or management);
ii. civil commotion, riots, invasion, piracy, war or a warlike state (whether war be declared or not) the breaking off of diplomatic relations, sabotage or acts of terrorism, fire, explosion, storm, flood,
earthquake, fog or other adverse weather conditions, subsidence or severe epidemics substantially affecting the carrying on of the business of the Company or any of its suppliers or manufacturers;
iii. Breakdown or accidents;
iv. Voluntary or mandatory compliance with any directions or orders of any person having or appearing to have authority of the government, whether local or national, for defence or other statutory or
national purposes.
v. Inability to obtain suitable raw materials, equipment, fuel power, components, or transportation.
The Company shall be under no liability for loss or injury suffered by the customer thereby, and the Contract shall be suspended during such delay; upon the cessation of the cause of the delay. The Contract shall again
become operative, provided that if as a result of such delay a modification of the terms of the Contract or cancellation thereof is requested by one part and it is reasonable that such modification or cancellation should be
made, the Contract shall be so modified or cancelled, and in the case of a cancellation a proper proportion of the price shall be paid for any benefit conferred.
11. QUALITY
a. Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Purchaser the benefit of any warranty or guarantee given to the Company.
b. The Company warrants that (subject to the other provisions of these conditions) on delivery and for a period of 12 months from the date of delivery the Goods shall:
i. be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
ii. be reasonably fit for the purposes set out in the order or specification agreed between the parties, if any.
c. The Company shall not be liable for a breach of the warranties in condition 11b unless:
i. the Purchaser gives written notice of the defect to the Company within 14 days of the time when the Purchaser discovers or ought to have discovered the defect; and
ii. the Company is given a reasonable opportunity after receiving notice of examining such Goods and the Purchaser (if asked to do so by the Company)
returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there.
d. The Company shall not be liable for a breach of the warranties in condition 11b if;
i. the Purchaser makes any further use of such Goods after giving such notice; or
ii. the defect arises because the Purchaser failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or
maintenance of the Goods or (if there are none) good trade practice; or
iii. the Purchaser alters or repairs such Goods without the written consent of the Company.
e. Subject to condition 11c and condition 11d, if any of the Goods do not conform with the warranties in condition 11b the Company shall at its option repair or replace such Goods (or the defective part) or refund the
price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Purchaser shall, at the Company’s expense, return the Goods or such part of such Goods which is defective to the
Company.
f. If the Company complies with condition 9c it shall have no further liability for a breach of (the warranty OR any of the warranties) in condition 9b in respect of such
Goods.
g. Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12
month period.
12. LIMITATION OF LIABILITY
a. Subject to condition 4 and condition 11, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, and sub‐contractors) to the
Purchaser in respect of:
i. any breach of these conditions;
ii. any use made or resale by the Purchaser of any of the Goods, or of any product incorporating any of the Goods; and
iii. representation, statement or tortious act of omission including negligence arising under or in connection with the Contract.
b. All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the
Contract.
c. Nothing in these conditions excludes or limits the liability of the Company:
i. for death of personal injury by the Company’s negligence; or
ii. under section 2(3), Consumer Protection Act 1987; or
iii. for any other matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
iv. for fraud or fraudulent misrepresentation
d. Subject to condition 12a and condition 12c the Company total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of the Contract shall be limited to the Contract price.
13. LIEN
The Company shall have a general lien on all Goods for all sums due at any time from the Purchaser and the Company shall be entitled to sell the Goods at the expense of the Purchaser and to use the net proceeds thereof in
or towards payment of such sums subject to fourteen days prior notice in writing to the Purchaser.
14. ASSIGNMENT AND TERMINATION
a. The Purchaser may not assign the benefit or burden of this Contract or any of its rights herein without the prior written consent of the Company.
b. The Company may assign the Contract or any part of it to any person, firm or company.
c. This Contract may be terminated by the Company (without prejudice to any other remedy it may have) forthwith by notice in writing to the Purchaser if:
i. The Purchaser is in breach of the terms of these conditions and has failed to remedy such breach for 30 days after written notice of the breach has been given; or
ii. The Purchaser (being an individual) dies or has a bankruptcy order made in respect of him or if the Purchaser (being a body corporate) goes or is put into liquidation otherwise than by voluntary
liquidation for the purpose only of amalgamation or reconstruction or shall enter into an arrangement or composition with its creditors or if a receiver, administrative receiver or a similar officer it
appointed in respect of the Purchaser’s assets or undertaking or any part thereof; or
iii. The Purchaser fails to pay any sum due hereunder to the Company for a period in excess of 30 days from the date of an invoice.
d. The Company may suspend performance of any Contract for the sale of Goods incorporating these terms in the event that the Purchaser is in breach of any other Contract with the Company until such time as any
breach has been remedied to the reasonable satisfaction of the Company.
15. GENERAL
a. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
b. If provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable,
unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable
and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
c. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the
Contract.
d. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Purchaser shall not be deemed a waiver of any subsequent
breach or default and shall in no way affect the other terms of the Contract.
e. The parties to the Contract do not intend that any terms of the Contract shall be enforceable by the Contract (Rights of Third Parties) Act 1999 by any person that is
not party to it.
f. The formation, existence, construction, performance, validity all aspects of the Contract shall be governed by English law and the parties shall submit to the
exclusive jurisdiction of the English courts.
16. COMMUNICATIONS
a. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by prepaid first‐class post or sent by fax:
i. (in case of the communications to the Company) to its registered office or such changed address as shall be notified to the Purchaser by the Company; or
ii. (in the case of communications to the Purchaser) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Purchaser set out in any document which forms
part of the contract or such other address as shall be notified to the company by the Purchaser.
b. Communications shall be deemed to have been received:
i. if sent by prepaid first‐class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
ii. if delivered by hand, on the day of delivery; or
iii. if sent by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.