1.1 Definitions. In these Conditions, the following definitions apply:
Brexit: If at any time after the UK ceases to be a member state of the European Union, regardless of which countries comprise the UK at such date, there is a Brexit Trigger Event then we reserve the right to demand any additional cost incurred or suffered by us in providing the Products in accordance with these Terms.
Brexit Trigger Event: any of the following events wherever or not directly and/or solely caused by Brexit:-
(a) a change in law or a new requirement to comply with an existing law or an existing law ceases to apply to either GM Treble or the Customer;
(b) the imposition of or a change to a duty, tax or levy imposed on imports or exports of the Goods and/or Services or any raw materials or components used by us to manufacture the Goods or any products into which the Goods and/or Services are to be incorporated or in conjunction with which the Goods and or Services are to be exploited;
(c) the loss of or change or the imposition of a new requirement for any licence or content required by either of GM Treble and/or the Customer to provide the Goods/and or Services;
(d) a change of more than 3% to the rate of exchange of Sterling against the Euro since the Goods were last provided. The rate of exchange for these purposes shall be the daily spot rate published by the Bank of England;
(e) a change to the business or economic environment in which GM Treble and/or the Customer operate and which is not caused by any of the above or by a fluctuation in the currency exchange rate.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.4.
Contract: the contract between GM Treble and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from GM Treble
Deliverables: the deliverables set out in the Order.
GM Treble: GM Treble Limited registered in England and Wales with company number 00875873.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings that are agreed in writing by the Customer and GM Treble.
Order: the Customer’s written acceptance of the Quotation.
Increased Costs: any additional costs or increased costs incurred or suffered by GM Treble in providing the Goods and/or the Services in accordance with these conditions.
Quotation: GM Treble’s written quote for the Goods and/or Services including any relevant Goods Specification or Service Specification.
Services: the services, including the Deliverables, supplied by GM Treble to the Customer as set out in the Service Specification below.
Service Specification: the description or specification for the Services provided in writing by GM Treble to the Customer.
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when GM Treble issues written acceptance of the Order or GM Treble acting in a manner consistent with fulfilling the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of GM Treble which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by GM Treble and any descriptions of the Goods or illustrations or descriptions of the Services contained in GM Treble’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by GM Treble shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in the Quotation.
3.2 The Customer shall indemnify GM Treble against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by GM Treble in connection with any claim made against GM Treble arising out of or in connection with GM Treble’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
4.1 GM Treble shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and GM Treble reference numbers and the type and quantity of the Goods.
4.2 Unless otherwise stated in the Quotation, the Customer shall collect the Goods from GM Treble’s premises specified in the Quotation or such other location as may be advised by GM Treble before delivery (Delivery Location) within 5 Business Days of GM Treble notifying the Customer that the Goods are ready. If agreed between the parties or set out in the Quotation, GM Treble shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after GM Treble notifies the Customer that the Goods are ready
4.3 If it is agreed that GM Treble shall deliver the Goods, delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location, but unless otherwise agreed in writing or stated in the Quotation the, delivery of the Goods shall be completed on collection of the Goods by the Customer at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. GM Treble shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide GM Treble with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If GM Treble fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. GM Treble shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer’s failure to provide GM Treble with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.6 If the Customer fails to accept or take delivery of the Goods within 5 Business Days of GM Treble notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by GM Treble’s failure to comply with its obligations under the Contract in respect of the Goods delivery of the Goods shall be deemed to have been completed at 9.00 am on the sixth Business Day following the day on which GM Treble notified the Customer that the Goods were ready and GM Treble shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 14 days after GM Treble notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them as appropriate, GM Treble may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 GM Treble may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 GM Treble warrants that on delivery, and for a period of  months from the date of delivery (warranty period), the Goods shall conform in all material respects with their description and any applicable Goods Specification and be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if the Customer (a) gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1, (b) cleans and returns the Goods to GM Treble at its on cost, along with a CSOHHE certificate certifying the Customer’s use of the Goods in order that GM Treble is given a reasonable opportunity of examining such Goods and (c) (if asked to do so by GM Treble) returns such Goods to GM Treble’s place of business at the Customer’s cost, GM Treble shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 GM Treble shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if (a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2, (b) the defect arises because the Customer failed to follow GM Treble’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, (c) the defect arises as a result of GM Treble following any drawing, design or Goods Specification supplied by the Customer, (d) the Customer alters or repairs such Goods without the written consent of GM Treble, (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions, or the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, GM Treble shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until GM Treble receives payment in full (in cash or cleared funds) for the Goods.
6.3 Until title to the Goods has passed to the Customer, the Customer shall (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as GM Treble’s property, (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods, (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on GM Treble’s behalf from the date of delivery, (d) notify GM Treble immediately if it becomes subject to any of the events listed in clauses 11.1(b)-(e) and(e) give GM Treble such information relating to the Goods as GM Treble may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clauses 11.1(b)-(e), then, without limiting any other right or remedy GM Treble may have the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately and may at any time require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product. If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them
7.1 GM Treble shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 GM Treble shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 GM Treble warrants to the Customer that the Services will be provided using reasonable care and skill.
8.1 The Customer shall (a) ensure that the terms of the Order and Goods Specification and Service Specification are complete and accurate, (b) co-operate with GM Treble in all matters relating to the Services, (c) provide GM Treble, its employees, agents, consultants and subcontractors, with access to such premises, office accommodation and other facilities as reasonably required by GM Treble to provide the Services, (d) provide GM Treble with such information and materials as GM Treble may reasonably require to supply the Services, and ensure that such information is accurate in all material respects and (e) prepare the Customer’s premises for the supply of the Services.
8.2 If GM Treble’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default) GM Treble shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays GM Treble’s performance of any of its obligations and shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from GM Treble’s failure or delay to perform any of its obligations as set out in this clause 8.2. The Customer shall reimburse GM Treble on written demand for any costs or losses sustained or incurred by GM Treble arising directly or indirectly from the Customer Default.
9.1 The price for Goods and the Services, subject to clauses 9.2 and 9.3, shall be the price set out in the Order. Unless otherwise agreed in writing or stated in the Quotation the price of the Goods and Services is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
9.2 GM Treble reserves the right to increase the charges for the Services to reflect any increase in the cost of the Services that is due to the Services required by the Customer in GM Treble’s sole discretion, being materially different to the Services described in the Service Specification, or any expenses reasonably incurred by GM Treble in connection with such additional Services including, but not limited to the cost of services provided by third parties and required by GM Treble for the performance of the Services, and for the cost of any additional materials.
9.3 If at anytime after Brexit, there is a Brexit Trigger Event, then GM Treble reserves the right to demand its Increased Costs from the Customer; and which shall be payable on demand.
9.4 GM Treble shall invoice the Customer on or at any time after completion of delivery of the Goods and/or Services.
9.5 The Customer shall pay each invoice submitted by GM Treble within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by GM Treble and time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by GM Treble to the Customer, the Customer shall, on receipt of a valid VAT invoice from GM Treble, pay to GM Treble such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.7 If the Customer fails to make any payment due to GM Treble under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 2% above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. GM Treble may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by GM Treble to the Customer.
10.1 Nothing in these Conditions shall limit or exclude GM Treble’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation, breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession), breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession), or defective products under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1 GM Treble shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract and GM Treble’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the Goods and/or the Services to which the breach relates.
10.3 This clause 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if (a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 5 days after receipt of notice in writing to do so, (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts, (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company), (d) the other party (being an individual) is the subject of a bankruptcy petition or order, (e) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company) (f) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 11.1(b)-(e) (inclusive), (g) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business, (h) the other party’s financial position deteriorates to such an extent that in GM Treble’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy, or (i) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
Without limiting its other rights or remedies, GM Treble may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, GM Treble may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and GM Treble if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clauses 11.1(b)-(e), or GM Treble reasonably believes that the Customer is about to become subject to any of them.
11.2 On termination of the Contract for any reason the Customer shall (a) immediately pay to GM Treble all of GM Treble’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, GM Treble shall submit an invoice, which shall be payable by the Customer immediately on receipt and (b) return all of GM Treble Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then GM Treble may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry and clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of GM Treble including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of GM Treble or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2 GM Treble shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3 If the Force Majeure Event prevents GM Treble from providing any of the Services and/or Goods for more than 4 weeks, GM Treble shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
13.1 Assignment and other dealings.
GM Treble may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. The Customer shall not, without the prior written consent of GM Treble, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by GM Treble.
13.5 Governing law.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).