Home / Terms and Conditions of Purchase

Terms and Conditions of Purchase

Interpretation
1. Definitions:

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

Business Hours the period from 9.00 am to 5.00 pm on any Business Day.

Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.

Contract the contract between the GA Valves and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

GA Valves Golden Anderson Group Limited (registered in England and Wales with company number 11216675).

GA Valves Materials has the meaning set out in clause 8.

GA Valves IP all Intellectual Property Rights in the GA Valves Materials and the Specification, and in any drawings, plans, designs, models, prototypes, reports, documents and other materials created by or on behalf of the Supplier specifically for GA Valves in connection with the Goods including any adaptions, modifications, developments or improvements to them.

Delivery Date the date specified in the Order

Delivery Location the address for delivery of the Goods as set out in the Order.

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

Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

Losses all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and [reasonable] professional costs and expenses).

Order GA Valves’ order for the Goods, as set out in GA Valves’ purchase order form

Specification any specification for the Goods, including any related plans and drawings, that is agreed in writing by GA Valves and the Supplier.

Supplier the person or firm from whom GA Valves purchases the Goods.

1. Interpretation:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors and permitted assigns.
  3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
  5. A reference to writing or written excludes fax and email
Basis of Contract
1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.
2. The Order constitutes an offer by GA Valves to purchase the Goods in accordance with these Conditions.
3. The Order shall be deemed to be accepted on the earlier of:
  1. the Supplier issuing a written acceptance of the Order; and
  2. the Supplier doing any act consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence.

1. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
Goods
1. The Supplier shall ensure that the Goods:
  1. correspond with their description and any applicable Specification;
  2. are of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by GA Valves expressly or by implication, and in this respect GA Valves relies on the Supplier’s skill and judgement;
  3. where they are manufactured products, are free from defects in design, material and workmanship and shall remain so for 12 months after delivery;
  4. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
  5. are new and in their original condition, for the avoidance of doubt Goods must not be refurbished.
2. The Supplier shall ensure that it has and at all times maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3. GA Valves may inspect and test the Goods on delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
4. If following such inspection or testing GA Valves considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, GA Valves shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
5. GA Valves may conduct further inspections and tests after the Supplier has carried out its remedial actions.
Delivery
1. The Supplier shall ensure that:
  1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
  2. each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
  3. if the Supplier requires GA Valves to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
2. The Supplier shall deliver the Goods:
  1. on the Delivery Date;
  2. at the Delivery Location; and
  3. during Business Hours, or as instructed by GA Valves.
3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4. If the Supplier:
  1. delivers less than 95% of the quantity of Goods ordered, GA Valves may reject the Goods; or
  2. delivers more than 105% of the quantity of Goods ordered, GA Valves may reject the Goods or the excess Goods, and return any rejected Goods to the Supplier at the Supplier’s risk and expense.

If the Supplier delivers more or less than the quantity of Goods ordered, and GA Valves accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

1. The Supplier shall not deliver the Goods in instalments without GA Valves’s prior written consent. If delivery of the Goods by instalments is agreed, the Supplier shall invoice and GA Valves shall pay each instalment separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle GA Valves to the remedies set out in clause 5.
GA Valves Remedies
1. If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, GA Valves may exercise any one or more of the following rights and remedies:
  1. to terminate the Contract;
  2. to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
  3. to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
  4. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
  5. to recover from the Supplier any costs incurred by GA Valves in obtaining substitute goods from a third party; and
  6. to claim damages for any other costs, loss or expenses incurred by GA Valves which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
2. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
3. GA Valves’ rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
Title and Risk

Title and risk in the Goods shall pass to GA Valves on completion of delivery.

Price and Payment
1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.
2. The price of the Goods:
  1. excludes amounts in respect of value added tax (VAT), which GA Valves shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
  2. includes the costs of packaging, insurance and carriage of the Goods.
3. No extra charges shall be effective unless agreed in writing with GA Valves.
4. The Supplier may invoice GA Valves for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery pursuant to clause 4.3. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, GA Valves’s order number, the Supplier’s VAT registration number and any supporting documents that GA Valves may reasonably require.
5. GA Valves shall pay correctly rendered invoices within the time period stated on the Order Payment shall be made to the bank account nominated in writing by the Supplier.
6. If a party fails to make a payment due to the other party under the Contract by the due date, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each date at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from until payment.
7. GA Valves may at any time set off any liability of the Supplier to GA Valves against any liability of GA Valves to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, GA Valves may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by GA Valves of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
GA Valves Materials
1. The Supplier acknowledges that all materials, equipment and tools, drawings, moulds, designs, specifications, and data (Materials) supplied by GA Valves to the Supplier and all Materials which are acquired by the Supplier using Materials provided by GA Valves(GA Valves Materials) and all rights including Intellectual Property Rights in GA Valves Materials are and shall remain the exclusive property of GA Valves. The Supplier shall keep GA Valves Materials in safe custody at its own risk, maintain them in good condition until returned to GA Valves and not dispose, copy or use them other than in accordance with GA Valves’s written instructions or authorisation.
2. The Supplier is granted a non-exclusive non-transferable,non-sublicensable revocable and royalty-free licence during the term of the Contract to use GA Valves Materials and GA Valves IP solely for the purpose of manufacturing and supplying the Goods to GA Valves under the Contract.
3. The Supplier shall not:
  1. use GA Valves Materials or GA Valves IP for any purpose other than fulfilling GA Valves Orders;
  2. design, manufacture, supply or offer to supply to any third party any goods that are identical to, substantially similar to, functionally equivalent to, or derived from the Goods or the Specification;
  3. adapt, modify or apply GA Valves Materials or GA Valves IP to make or supply goods for any third party.
4. At GA Valves’ request at any time and in any event on termination of the Contract, the Supplier shall promptly return to GA Valves all GA Valves Materials and all items embodying GA Valves IP, together with all copies, and shall deliver up all drawings, documentation and moulds necessary for GA Valves to continue to manufacture or procure the manufacture of the Goods.
5. If any of GA Valves Materials consist of moulds, the Supplier must not replicate, modify or reverse‑engineer the moulds (save as strictly necessary to perform the Contract and with GA Valves’ prior written consent); not use them for, or permit their use in, the manufacture of any goods for any person other than GA Valves.
Indemnity
1. The Supplier shall indemnify GA Valves against all Losses incurred by GA Valves as a result of:
  1. any claim that the supply, receipt or use of the Goods (excluding GA Valves Materials) infringes the intellectual property rights of any third party;
  2. any claim by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods supplied by the Supplier, to the extent that the defect is attributable to the acts or omissions of the Supplier; and
  3. any claim by a third party arising out of or in connection with the supply of the Goods, to the extent that the claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier.
Insurance

During the term of the Contract 6 years afterwards, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall produce to GA Valves on demand evidence confirming the contractually required level of cover is in place and the receipt for the then current premiums.

Compliance With Relevant Laws and Policies
1. In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force’
2. Breach of clause 11.1 shall be deemed a material breach, which is irremediable, under clause 12.2.1.
Termination
1. GA Valves may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. GA Valves shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
2. Without affecting any other right or remedy available to it, GA Valves may terminate the Contract with immediate effect by giving written notice to the Supplier if:
  1. the Supplier commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
  2. the Supplier takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 12.2.2;
  3. the Supplier suspends or ceases, or threatens to suspend or cease, carrying on business; or
  4. the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
3. On termination of the Contract, the Supplier shall immediately return all GA Valves Materials to GA Valves. If the Supplier fails to do so, then GA Valves may enter the Supplier’s premises and take possession of them. Until they have been returned, the Supplier shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract.
4. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Confidentiality
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.
2. The Supplier acknowledges that GA Valves Materials, the Specification and GA Valves IP constitute GA Valves’ confidential information
3. Each party may disclose the other party’s confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority

1. Neither party may use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 28 days, the party not affected may terminate the Contract by giving not less than 7 days’ written notice to the affected party.

General
1. Assignment and other dealings
  1. GA Valves may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
  2. The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of GA Valves.
2. Subcontracting. The Supplier may not subcontract any of its rights and obligations under the Contract without the prior written consent of GA Valves. If GA Valves consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
3. Entire agreement.
  1. The Contract constitutes the entire agreement between the parties.
  2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
4. Variation. 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 in writing and signed by GA Valves (or its authorised representative).
5. Waiver.
  1. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
  2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 15.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
7. Notices.
  1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
    1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    2. sent by email to the following addresses (or an address substituted in writing by the party to be served):

Supplier: the address provided to which GA Valves sends the Order

GA Valves: dwaine@gavalves.co.uk

1. 1. Any notice shall be deemed to have been received:
    1. if delivered by hand, at the time the notice is left at the proper address;
    2. 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; or
    3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
  2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
2. Third party rights.
  1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
3. Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
4. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.