Giraffe UK Ltd T/A G.U.K.
Manufacturing Terms and
Conditions of Sale
these Conditions the following expressions shall have the following
"the Company" means Giraffe UK Ltd, G.U.K. Manufacturing and/or www.Prop-Shield.com
"Goods" means the articles or things or any of them described in the
"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;
"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.
"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.
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.
ORDERS including sale or return
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.
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.
signature provided by the buyer or its employees on the sale or
return document will become a binding agreement.
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.
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.
goods returned to the company will be at the sole cost of the buyer.
goods supplied by the company will not be sold by a buyer other than
through a retail outlet.
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.
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.
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.
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.
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 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.
TERMS OF PAYMENT
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.
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.
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
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.
Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall
not apply to Goods sent by the Company.
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.
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.
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
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
PACKING AND CARRIAGE
otherwise agreed by the Company in writing the prices of the Goods are
exclusive of packing and carriage to wholesale customers only.
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.
PASSING OF TITLE AND RISK
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.
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.
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
CONDITIONS AND WARRANTIES
Contract shall not constitute a sale by description or sample.
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.
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.
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
The Buyer shall inform the Company as soon as practicable after the
date which such defect appeared to the product within the container.
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.
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).
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
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
DEFAULT ON INSOLVENCY OF THE BUYER
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.
LIMITATION OF LIABILITY
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.
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
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.
headings in these conditions are intended for reference only and shall
not affect their construction.
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.
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.