Terms of Sale

Walter Geering is a trading name of Geerings Ltd. Geerings supply hotel guest amenities and hotel complementary items to businesses in the hospitality industry on the Terms set out below. These Terms will apply to all Contracts and the Customer should read these Terms carefully before ordering any Products from Geerings.

Before placing an Order the Customer will be asked to tick a box to agree to these Terms and should print or save a copy for future reference.

The Customer’s attention is drawn in particular to the provisions of clause 9.

Geerings may amend these Terms from time to time as set out in clause 16. The Customer should check these Terms each time it wishes to place an Order to ensure it understands the terms which will apply at that time. These Terms were most recently updated on 1st January 2015

These Terms and any Contract are only in the English language.

1. INTERPRETATION

1.1 In these Terms, the following definitions apply:

Bespoke Products: an Order for Products made to a Specification supplied by the Customer.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Contract: the contract between Geerings and the Customer for the sale and purchase of the Products in accordance with these Terms.

Customer: the person or firm who purchases the Products from Geerings.

Force Majeure Event: has the meaning given in clause10.

Geerings: Geerings Limited a company registered in England and Wales with company number 00297673 whose registered office is at Cobbs Wood House, Chart Road, Ashford, Kent, TN23 1EP.

Products:  the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Products, as set out in the Customer’s purchase order form, written acceptance of Geerings’ quotation, placed by telephone, submitted via the Website or overleaf, as the case may be.

Specification: any specification for the Products, including any related plans and drawings.

Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.

Website: www.waltergeering.co.uk or such other website as Geerings may operate and make the Products available for sale on from time to time.

1.2 In these Terms, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 Products are presented for sale subject to availability and these Terms apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order (however placed) constitutes an offer by the Customer to purchase the Products in accordance with these Terms. The Customer is responsible for ensuring that the contents of the Order and any Specification submitted by the Customer are complete and accurate.

2.3 The person submitting the Order confirms he or she has authority to bind the Customer and enter into contracts on its behalf.

2.4 When an Order is placed via the Website, Geerings shall send the Customer an email acknowledging receipt of the Order, but this does not mean the Order is accepted.

2.5 The Order shall only be deemed to be accepted when Geerings issues a written acceptance of the Order or on delivery of the Products (whichever is the sooner), at which point the Contract shall come into existence.

2.6 Contracts for Bespoke Products may not be cancelled by the Customer in any circumstances and Contracts relating to any other Products may only be cancelled by the Customer at Geerings’ discretion.

2.7 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 Geerings which is not set out in the Contract.

2.8 A quotation for the Products given by Geerings shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. PRODUCTS

3.1 The Products are described in Geerings’ catalogue as modified by any applicable Specification.

3.2 Any samples, drawings, descriptive matter, or advertising produced by Geerings and any illustrations contained in Geerings’ catalogues, brochures or Website are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.

3.3 The Customer shall indemnify Geerings 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 Geerings in connection with any claim made against Geerings for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Geerings’ use of the Specification in the supply and or manufacture of Bespoke Products. This clause 3.3 shall survive termination of the Contract.

3.4 Geerings reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

4. DELIVERY

4.1 Geerings shall ensure that each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Geerings reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered.

4.2 Geerings shall deliver (or instruct its chosen courier to deliver) the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Geerings notifies the Customer that the Products are ready.

4.3 Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Geerings shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide Geerings with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.5 If Geerings fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. Geerings shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Geerings with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.6 If the Customer fails to accept delivery of the Products within three Business Days of Geerings notifying the Customer that the Products are ready, then, except where such failure or delay is caused by an Force Majeure Event or Geerings’ failure to comply with its obligations under the Contract:

(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Geerings notified the Customer that the Products were ready; and

(b) Geerings shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If 10 Business Days after the day on which Geerings notified the Customer that the Products were ready for delivery the Customer has not accepted delivery of them, Geerings may resell or otherwise dispose of part or all of the Products.

4.8 Geerings may deliver the Products 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. QUALITY

5.1 Geerings warrants that on delivery, the Products shall:

(a) conform in all material respects with their description and any Specification; and

(b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to Geerings within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1;

(b) Geerings is given a reasonable opportunity of examining such Products; and

(c) the Customer (if asked to do so by Geerings) returns such Products to Geerings’ place of business at the Customer’s cost,

Geerings shall replace the defective Products, or refund the price of the defective Products in full.

5.3 Geerings shall not be liable for Products’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) the Customer makes any further use of such Products after giving notice in accordance with clause 5.2;

(b) the defect arises as a result of Geerings following any drawing, design or Specification supplied by the Customer; or

(c) the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements in accordance with clause 3.4.

5.4 Except as provided in this clause 5, Geerings shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 5.1.

5.5 These Terms shall apply to any replacement Products supplied by Geerings.

6. TITLE AND RISK

6.1 The risk in the Products shall pass to the Customer on completion of delivery.

6.2 Title to the Products shall not pass to the Customer until the earlier of:

(a) Geerings receives payment in full (in cash or cleared funds) for the Products in which case title to the Products shall pass at the time of payment; or

(b) the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Products has passed to the Customer, the Customer shall:

(a) store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Geerings’ property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

(c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify Geerings immediately if it becomes subject to any of the events listed in clause 8.2; and

(e) give Geerings such information relating to the Products as Geerings may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Geerings receives payment for the Products. However, if the Customer resells the Products before that time:

(a) it does so as principal and not as Geerings’ agent; and

(b) title to the Products shall pass from Geerings to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy Geerings may have:

(a) the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and

(b) Geerings may at any time:

(i) require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7. PRICE AND PAYMENT

7.1 The price of the Products shall be the price set out in Geerings’ then current price list, available on the Website, at the date of the Order or such other price as may be agreed by Geerings and the Customer.

7.2 Geerings may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:

(a) any factor beyond Geerings’ control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give Geerings adequate or accurate information or instructions.

7.3 The Website contains a large number of Products.  It is always possible that, despite Geerings’ best efforts, some of the Products on the Website may be incorrectly priced.  If Geerings discovers an error in the price of the Products the Customer has ordered via the Website, Geerings will contact the Customer and the Customer will have the option of continuing to purchase the Product at the correct price or cancelling the Order.  If Geerings is unable to contact the Customer using the contact details provided during the order process, the Order will be treated as cancelled and the Customer notified in writing.

7.4 The price of the Products is exclusive of the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.

7.5 The price of the Products is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Geerings, pay to Geerings such additional amounts in respect of VAT as are chargeable on the supply of the Products.

7.6 Orders placed via the Website must be paid for in advance and the Products shall not be despatched by Geerings until cleared payment has been received, otherwise Geerings may invoice the Customer for the Products on or at any time after the completion of delivery.

7.7 The Customer shall pay the invoice in full and in cleared funds within the payment term set out in the Order or, if no term is set out, by the end of the month following the month the invoice was dated. Payment may be made by BACS transfer to the bank account nominated in writing by Geerings, by cheque made payable to “Geerings Limited” or credit or debit card. Time of payment is of the essence.

7.8 If the Customer fails to make any payment due to Geerings under the Contract by the due date for payment, then the Customer shall pay to Geerings:

(a) interest on the overdue amount at the rate of 4% per annum 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; and

(b) Geerings’ reasonable costs and expenses incurred in recovering the overdue amount from the Customer,

together with the overdue amount.

7.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Geerings may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Geerings to the Customer.

8. TERMINATION AND SUSPENSION

8.1 If the Customer becomes subject to any of the events listed in clause 8.2, Geerings may terminate the Contract with immediate effect by giving written notice to the Customer.

8.2 For the purposes of clause 8.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of or is unable or deemed unable to pay its debts, or become insolvent; or if an order is made, a notice is given, a petition is presented or a resolution is passed for its winding up (if a company); or if the Customer is the subject of a bankruptcy petition or order (if an individual); or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Customer’s assets or business; or if the Customer suffers or allows any execution, legal or equitable, to be levied on its property which is not discharged within 14 days; or if the Customer negotiates with any class of creditors to reschedule its debts or makes any arrangement or compromise with its creditors; or if the Customer takes or suffers any similar or analogous action in consequence of debt;

(b) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

(c) the Customer’s financial position deteriorates to such an extent that in Geerings’ opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

(d) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

8.3 Without limiting its other rights or remedies, Geerings may suspend provision of the Products under the Contract or any other contract between the Customer and Geerings if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(d), or Geerings reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to Geerings all of Geerings’ outstanding unpaid invoices and interest.

8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Terms shall limit or exclude Geerings’ liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

(d) defective products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for Geerings to exclude or restrict liability.

9.2 Subject to clause 9.1:

(a) Geerings shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(i) loss of profit;

(ii) loss of business;

(iii) depletion of goodwill; or

(iv) any indirect or consequential loss,

arising under or in connection with the Contract; and

(b) Geerings’ 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 of the Products.

9.3 Except as expressly stated in these Terms, Geerings do not give any representation, warranties or undertakings in relation to the Products.  Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.  In particular, Geerings will not be responsible for ensuring that the Products are suitable for the Customer’s purposes.

10. EVENTS OUTSIDE OUR CONTROL

10.1 Geerings will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a Contract that is caused by a Force Majeure Event.

10.2 A Force Majeure Event means any act or event beyond the affected party’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

10.3 If an Force Majeure Event takes place that affects the performance of Geerings’ obligations under a Contract:

(a) Geerings will notify the Customer as soon as reasonably possible; and

(b) Geerings’ obligations under a Contract will be suspended and the time for performance of such obligations will be extended for the duration of the Force Majeure Event.

11. ASSIGNMENT AND OTHER DEALINGS

11.1 Geerings may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Geerings

12. NOTICES

12.1 Any notice or other communication given to a party under or in connection with the 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

12.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(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 fax or e-mail, one Business Day after transmission.

12.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13. SEVERANCE

13.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14. WAIVER

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

15. THIRD PARTY RIGHTS

A person who is not a party to the Contract shall not have any rights to enforce its terms.

16. VARIATION

16.1 Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Geerings.

16.2 Geerings may amend these Terms from time to time by giving written notice to the Customer and making the amended Terms available on the Website.

17. GOVERNING LAW AND JURISDICTION

17.1 The Contract, 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.

17.2 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).