Terms and Conditions

Terms and Conditions of Sale

• 1.0 Definitions & Interpretation

1.1 In these Terms and Conditions, the following words shall have the following meanings:

Guardsman	means Guardsman Limited
Customer	means the person, firm or company who purchases the Goods from Guardsman
Contract	means the contract between Guardsman and the Customer and includes quotations (which remain valid for a period of no more than 30 days) and orders for the supply of Goods
Goods	means any goods agreed in the Contract to be supplied to the Customer by Guardsman (including any part or parts thereof)

1.2 In these Terms and Conditions, references to the masculine include the feminine and to the singular include the plural and vice versa as the context admits or requires.



1.3 In these Terms and Conditions, headings will not affect the construction of these Terms and Conditions.

• 2.0 Application of Terms and Conditions

2.1 All quotations (which remain valid for no more than 30 days from the date of the quotation), orders and contracts for the supply of Goods to the Customer by Guardsman are made under these Terms and Conditions.



2.2 No quotation, contract and order for the supply of Goods shall be binding on Guardsman unless and until it is accepted by Guardsman.



2.3 Where no written acceptance or acknowledgement of the Customer’s order is given by Guardsman, these Terms and Conditions will still apply provided that the Customer has had prior notice of them.



2.4 Any quotation is given by Guardsman on the basis that no Contract shall come into existence until a written acknowledgement of order is issued by Guardsman or, if earlier, Guardsman delivers the Goods to the Customer. Quotations remain valid for a period of 30 days from the date of the quotation, provided that Guardsman has not previously withdrawn it.



2.5 Unless specifically agreed in writing by a Director of Guardsman Limited these Terms and Conditions shall apply to the exclusion of any terms and conditions of the Customer.



2.6 No variation of or amendment to these Terms and Conditions shall bind either Guardsman or the Customer unless made in writing and signed by the authorised representatives of both parties. For the avoidance of doubt the authorised representative of Guardsman is a Director of Guardsman Limited.



2.7 All images, drawings, text, descriptive matter, specifications and advertising material contained on Guardsman’s web sites or in Guardsman’s catalogues or brochures or issued by Guardsman in any other format are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and they do not form part of the Contract between the Customer and Guardsman.

• 3.0 Delivery

3.1 Delivery refers to delivery within the UK only.



3.2 Delivery will be at the price and to the delivery address agreed with the Customer. Off-loading is the responsibility and at the expense of the Customer.



3.3 Delivery dates are approximate only and whilst every effort will be made to meet such dates, time of delivery shall not be made of the essence by notice. Guardsman does not accept responsibility or liability whatsoever if any such delivery dates are not met.



3.4 Guardsman reserves the right without recourse to supply Goods in instalments of 2 or more deliveries.



3.5 Guardsman shall be entitled to withhold delivery until any monies due from the Customer have been received.



3.6 Without prejudice to any of the above clauses Guardsman shall not be liable for any delay in delivery or non-delivery of Goods caused by any event or circumstance beyond Guardsman’s reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of machinery or systems or network access, explosion, fire, flood, accident, war, hostilities, delay in delivery or non-delivery by Guardsman’s suppliers, order or decree of any court or action of any governmental authority, act of god, or any other causes or any other circumstances whatsoever beyond Guardsman’s control, and on the occurrence of any of the above event Guardsman reserves the right to cancel or suspend the whole or part of the delivery.

• 4.0 Prices

4.1 All prices whether quoted, written or displayed in Guardsman Catalogues or Brochures or on Guardsman Web sites are subject to VAT where applicable at the appropriate rate.



4.2 Prices are subject to change without prior notice.



4.3 The price charged to the Customer will be the Guardsman prevailing price at the time of ordering



4.4 Prices for packaging, carriage and delivery will be in addition to the price of the Goods unless otherwise agreed



4.5 An administration charge will be added or a minimum order value will be applied to orders below a minimum value as advised from time to time

• 5.0 Payment

5.1 Time of payment by the Customer is of the essence



5.2 Payment shall be made within thirty days of the date of invoice



5.3 Payment is deemed to have been received when Guardsman has possession of cleared funds



5.4 Failure to make payment by the due date entitles Guardsman without incurring any liability to the Customer to:

5.4.1 Request and receive payment in full of all monies in respect of Goods supplied whether or not payment is due at that time



5.4.2 Charge and claim interest at the rate of 6% above HSBC Bank Plc base lending rate on all balances whether overdue or not and to continue to do so on a daily basis until full payment including all interest is made



5.4.3 Be indemnified by the Customer for any costs, including legal costs, arising and incurred in recovering payment



5.4.4 Withhold and/or suspend supplies



5.4.5 Terminate any contract and/or unfulfilled or outstanding orders

5.5 Guardsman may at any time require the Customer to make payment in advance of delivery.



• 6.0 Risk/Retention of Title

6.1 Risk in the Goods supplied passes to the Customer on delivery.



6.2 Legal title does not pass to the Customer until Guardsman has received in full cleared funds for all sums due to it in respect of the Goods supplied.



6.3 Until such time as legal title in the Goods passes to the Customer Guardsman may at any time require the Customer, it’s receiver, administrator or liquidator to return the Goods.

• 7.0 Liability

7.1 If Goods are damaged or lost while in the custody of a carrier, Guardsman will, at its sole option, either replace such Goods or raise a credit note to the Customer for the invoice price of the same, but in no circumstances whatsoever shall the liability of Guardsman in connection with any such Goods exceed the cost of replacement of the same or the price paid by the Customer for the same.



7.2 Guardsman shall in no circumstances be under a liability under 7.1 above unless the following conditions are strictly complied with:

7.2.1 Non-delivery of a whole consignment of Goods:
The Customer must inform Guardsman within 14 days of the date of the invoice.



7.2.2 Damage to Goods or loss of part of a consignment:
Despatched consignments as recorded by Guardsman are conclusive evidence of the quantity delivered to the Customer unless the Customer can provide conclusive evidence to the contrary. Such occurrences must be reported by the Customer to Guardsman within 48 hours and subsequently supported by evidence in writing to be received by Guardsman within 5 working days of delivery.

7.3 If any Goods supplied or delivered by or on behalf of Guardsman on inspection prove to Guardsman’s satisfaction to be defective or faulty in respect of material or workmanship Guardsman undertakes at its option and subject to the return of the original Goods to Guardsman to replace the same or issue a credit note to the Customer in respect of the invoiced price of the same. Any Goods returned must have prior authorisation and must be accompanied by a returns note giving either the original Delivery Note or Invoice number to enable credit to be considered. The liability of Guardsman in respect of this clause shall in no circumstances exceed the invoice price of the faulty or defective Goods.



7.4 Guardsman shall in no circumstances be under a liability where defects in Goods are deemed to arise due to negligence on the part of the Customer, inadequate or unacceptable storage conditions or usage by the Customer, wilful damage or a failure to follow manufacturer’s instructions or recommendations, howsoever given, by the Customer.



7.5 Save as precluded by law, Guardsman will not be liable to the Customer for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising under or in connection with the Contract and Guardsman shall have no liability to pay any money to the Customer by way of compensation other than to refund to the Customer the amount paid by the Customer for the Goods under conditions 7.1 and 7.3 above.



7.6 The Customer must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase the Goods from Guardsman. Guardsman makes no representation and accepts no liability in respect of the export or import of the Goods.



7.7 Notwithstanding the foregoing, nothing in these Terms and Conditions is intended to limit any rights the Customer might have as a consumer under applicable local law or other statutory rights that may not be excluded, nor in any way to exclude or limit Guardsman’s liability to the Customer for any death or personal injury resulting from Guardsman’s negligence.

• 8.0 Notices

  Unless otherwise expressly stated in these Terms and Conditions, all notices from the Customer to Guardsman must be in writing and sent to Guardsman at 24 Pasture Lane, Leicester. LE1 4EY. All notices from Guardsman to the Customer will be sent to the Customer’s invoice address.

• 9.0 Invalidity

  If any of these Terms and Conditions (or part of any of these Terms and Conditions) is unenforceable (including any provision in which Guardsman excludes its liability to the Customer) the enforceability of the remaining Terms and Conditions (or remaining part of any Term and Condition) will not be affected.

• 10.0 Third Party Rights

  Notwithstanding any other provision of the Contract, nothing in the Contract confers or purports to confer any right to enforce any of its terms on any party who is not a party to it.

• 11.0 Right to Terminate

  In the event of any of the following occurring Guardsman may terminate the contract with the Customer without penalty or liability and without prejudice to any other rights or remedies it may have against the Customer and cancel all unfulfilled orders or parts thereof:
  
  

  11.1 The Customer fails to make any payment when it becomes due
  
  

  11.2 The Customer is in breach of the contract
  
  

  11.3 Distress, execution or diligence is levied upon any of the Customer’s goods, assets or property
  
  

  11.4 The Customer is unable to pay its debts within the meaning of the Insolvency Acts or a meeting is called or resolution passed to wind up the Customer
  
  

  11.5 The Customer enters into or proposes to enter into any composition or arrangement with it’s creditors
  
  

  11.6 An administrator is appointed or a petition is presented for the appointment of an administrator or administrative receiver for the protection of the whole or part of the property and/or assets of the Customer
  
  

  11.7 The presentation against the Customer of a bankruptcy petition, an Administration Order, a Winding-Up Order or any similar process.

• 12.0 Governing Law

  All contracts between Guardsman and the Customer shall be governed and construed by English law and the Customer and Guardsman agree to submit to the jurisdiction of the English Courts to resolve any disputes between Guardsman and the Customer.

• 13.0 Entire Agreement

  These Terms and Conditions set out the entire agreement between Guardsman and the Customer. The Customer shall determine the suitability of the Goods for their intended use and shall not rely upon any representations made by or on behalf of Guardsman. Nothing said by any employee or person on behalf of Guardsman should be understood as a variation of the Contract or as an authorised representation about the nature or quality of the Goods. Save for fraud or fraudulent misrepresentation, Guardsman shall have no liability for any such representation being untrue or misleading.