Terms and Conditions

 
Giraffe UK Ltd T/A G.U.K. Manufacturing Terms and Conditions of Sale

1. DEFINITIONS

In these Conditions the following expressions shall have the following meanings:

  1. "the Company" means Giraffe UK Ltd, G.U.K. Manufacturing and/or www.Prop-Shield.com
  2. "Goods" means the articles or things or any of them described in the Contract;
  3. "the Buyer" means the person, firm or company with whom the Contract is made by the Company, whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm or company;
  4. "Company's Premises" means the premises mentioned in the Company's quotation or other contractual document or if not so mentioned means the Company's head office at 3 Frogshall Cottages, Canterbury Rd, Swingfield, Dover, Kent, CT15 7HU.
  5. "the Contract" means the Company's quotation for the sale or supply of the Goods and any document referred therein, these Conditions of Sale, the Company's acknowledgement of the Buyer's order for the Goods and the Buyer's order for the Goods, and if there shall be any inconsistency between the documents comprising the Contract they shall have precedence in the order herein listed.

2. GENERAL

These conditions shall be deemed to be incorporated in all contracts of the Company to sell Goods and in the case of any inconsistency with any order letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

3. ORDERS including sale or return

  1. Unless verbal, telephone or telegraphic orders and any variations to orders are confirmed in writing by the Buyer the Company shall not be responsible for errors or subsequent misunderstandings.
  2. Notwithstanding that the Company may have given a detailed quotation no order shall be binding on the Company unless and until it has been accepted in writing by the Company.
  3. A signature provided by the buyer or its employees on the sale or return document will become a binding agreement.
  4. Goods supplied on a sale or return basis remain the property of Giraffe UK until the item is sold to a third party consumer and the monies are paid in full to the Company. The buyer who originally ordered the goods from the Company is responsible for any loss howsoever caused and will reimburse the Company in full regardless of their losses incurred. If goods are stolen by a third party the buyer to whom the goods are supplied in good faith will reimburse the company in full within thirty days of the theft.
  5. Goods remaining unsold after three months will be recalled by the company at their sole discretion. However they can, by written agreement, be retained by the buyer for a further period of three months and up to six months if both parties conclude that this would be beneficial. If however demand is slow then the company reserves the right to withdraw stock from the buyers’ premises without notice to restock elsewhere.
  6. Any goods returned to the company will be at the sole cost of the buyer.
  7. Any goods supplied by the company will not be sold by a buyer other than through a retail outlet.
     

4. PRICES

  1. The price payable for Goods shall, unless otherwise stated by the Company in writing and agreed on its behalf, be the list price of the Company current at the date of despatch.
  2. Good supplied will not be sold at not more than the recommended retail price as determined by the company. The buyer can however sell at any price less than the recommended retail price as they see fit. If the buyer chooses to sell at less than the recommended retail price then this will not alter the wholesale price as fixed by the company.
  3. If the buyer intends to sell goods at less than the recommended retail price then the buyer must inform the company what the new lower price will be and for how long the promotion will last.
  4. All prices are inclusive of Value Added Tax for EC (European Community) retail customers. Where Value Added Tax is excluded for trade customers then this will be charged at the appropriate rate.
  5. The Company's prices are subject to adjustment to take account of any variation in the Company's costs including (but not limited to) variations in wages, the cost of materials, exchange rate fluctuations, alterations of duties and other costs since the date of the Company's quotation or (if no quotation is issued) the Buyer's order. The Company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted. The invoice so adjusted shall be payable as if the price set out therein were the original contract price.
  6. The price of goods sold to residents outside the EC includes a delivery charge which is inclusive in the price of the product. Delivery charges for residents within the EC are paid by Giraffe UK but VAT is inclusive in the price of the product. These terms and conditions on price ensure that we can bring the same all inclusive price to all of our customers around the world.

All orders placed will be invoiced and charged in GBP. All goods are sold subject to the price ruling at the time of invoicing.
Residents of UK and EC countries pay VAT on parts and delivery. For EC businesses who are VAT registered, we require your VAT number and official order to export at VAT exempt prices. For worldwide (outside the EC) orders sent direct from our premises, VAT is not applicable.


5. TERMS OF PAYMENT

  1. Unless otherwise stated by the Company in writing and recorded on the Company's acknowledgement of order, payment shall be due in cash not later than the end of the month following the month of the date of the invoice save that payment shall become due in any event forthwith upon the occurrence of any of the events referred to in Condition 13 hereof.
  2. Without prejudice to any other rights it may have, the Company is entitled to charge interest at 4% above the then Current Base Rate of Barclays Bank PLC on overdue payments of the price of the Goods.

6. DELIVERY

  1. All times or dates given for delivery of the goods are given in good faith but without any responsibility on the part of the Company. Time of delivery should not be of the essence of any contract nor shall the Company be under any liability for any delay beyond the Company's control.
  2. Where the Goods are handed to a carrier for carriage to the Buyer or the United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the Buyer for the purposes of Sections 44, 45, and 46 of the Sale of Goods Act 1979.
  3. The Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company.
  4. No liability for non-delivery loss of or damage of the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for non-delivery loss or damage with a copy to the carrier if the Company's own vehicles have not been used to deliver the Goods): (a) within seven days of delivery for loss damage or non-compliance with the Contract or (b) within ten days of the date of the invoice for non-delivery.
  5. In the event of a valid claim for non-delivery, loss damage or non-compliance with the Contract the Company undertakes at its option to replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery loss damage or non-compliance.
  6. If the Buyer shall fail to give notice in accordance with condition 6(4) above the Goods shall be deemed to be in all respects in accordance with the Contract. Without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly.
     

7. RETURNS

Goods supplied in accordance with the Contract cannot be returned without the Company's prior written authorisation. Duly authorised returns shall be sent to the Company's Premises at the Buyer's expense. We must be notified. See our returns policy for further details.

8. PACKING AND CARRIAGE

Unless otherwise agreed by the Company in writing the prices of the Goods are exclusive of packing and carriage to wholesale customers only.

Claims for non delivery will not be entertained unless made in writing within 7 days of advice. Claims for damaged goods must be signed for “as damaged” at time of delivery. No claim will entertained unless made in writing within 7 days of delivery. Goods remain the property of Giraffe UK until full payment is received.

9. PASSING OF TITLE AND RISK

  1. From the time of delivery the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the property of the Company until all payments under the Contract have been made in full and unconditionally. Whilst the ownership of the Company continues, the Buyer shall keep the Goods separate and identifiable from all other goods in its possession as bailee for the Company.
  2. In the event of any resale by the Buyer of the Goods the beneficial entitlement of the Company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until and subject to such assignment shall be held on trust in a separate identified account for the Company by the Buyer who will stand a strictly fiduciary capacity in respect thereof.
  3. In event of failure to pay the price in accordance with the Contract, the Company shall have power to re-sell the Goods. Such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purposes the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the Goods.
     

10. CONDITIONS AND WARRANTIES

  1. The Contract shall not constitute a sale by description or sample.
  2. Any conditions or warranties (whether express or implied by statute common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality of the Goods or their fitness for any particular purposes (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods with any description or sample are hereby expressly negatived.
  3. As PROPSHIELD is applied by the end user the company is not liable for its failure to perform as the conditions in which it is applied and used is beyond our control.

11. DEFECTIVE GOODS

  1. In substitution for all rights which the Buyer would or might have but for these Conditions the Company undertakes: (a) to replace defective PROPSHIELD at no cost to the buyer. Defective means unsuitable for the task and substandard compared to other PROPSHIELD products. PROPSHIELD will not be replaced once removed from its container or disturbed in anyway so as to damage the melted surface within the container. If the product has been applied to any surface Giraffe UK cannot be responsible for its condition as the Company has no control over its application or the conditions in which it is applied.
  2.  The Buyer shall inform the Company as soon as practicable after the date which such defect appeared to the product within the container.
  3. In the case of Goods not manufactured by the Company, the Company will pass on to the Buyer to the extent that it is able, any benefits obtainable under any warranty given by the Company's supplier provided that the Goods have been accepted and paid for.
  4. Nothing herein shall impose any liability on the Company in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer its servants or agents including in particular without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Company as to storage and use of the Goods (including without limitation any instructions provided by the Company as to the use or application of the Goods).
  5. Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute.
     

12. CONSEQUENTIAL LOSS

The Company shall not be liable for any costs claims or damages or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals by reference to accrual of such costs, claims, damages or expenses on a time basis.

13. DEFAULT ON INSOLVENCY OF THE BUYER

If the Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Buyer's property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a Receiver of the whole or any part of such company's undertaking property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company' s right subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods until any defaults of the Buyer be remedied.

14. LIMITATION OF LIABILITY

The liability of the Company to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods.
 

15. REPRESENTATIONS

No statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to enlarge, vary or override in any way any of these conditions.

16. FORCE MAJEURE

The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.

17. HEADINGS

The headings in these conditions are intended for reference only and shall not affect their construction.
 

18. PROPER LAW

The Contract shall in all respects be governed by English Law and shall be deemed to have been made in England and the Buyer and the Company agree to submit to the non-exclusive jurisdiction of the English Courts.

20. D
ISCLAIMER
Giraffe UK and Prop-Shield.com do not take any responsibility for the application and use of this product as its use is beyond our control. Any damage or injury caused to a vessel or person applying PROPSHIELD howsoever caused is not the responsibility of Giraffe UK, Prop-Shield.com or its agents and is applied solely at the buyer/users risk.
 

 

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