1.1. Definitions. In these Terms, the following definitions apply:
ALD: ALD Hospitality Limited (registered in England and Wales with company number 15361616, whose registered office is at 3 Kibworth Close, Whitefield, Manchester, England, M45 7LS), being the supplier of the Goods hereunder.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Contract: the contract between ALD and the Customer for the sale and purchase of the Goods in accordance with these Terms.
Customer: the person or firm purchasing the Goods from ALD.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order, marketed, sold and/or distributed by ALD under the GPO Retro brand name.
GPO Retro: the brand and trading name of ALD in relation to the Goods.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order on the Portal or otherwise the Customer's written acceptance of ALD's quotation, as the case may be (and pursuant to clause 2.3).
Portal: Portal: ALD’s online GPO Retro portal.
Terms: the terms and conditions set out in this document, as amended from time to time in accordance with clause 11.6.
1.2. Construction. 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, and includes any subordinate legislation made under that statute or statutory 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.
2.1. These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms. The Customer is
responsible for ensuring that the terms of the Order are complete and accurate.
2.3. The Order must at all times be placed by the Customer via or through the Portal, in the absence of ALD’s agreement that the Order may be placed by way of an alternative method.
2.4. In the event that the Order is submitted via or through the Portal by no later than 3.00pm on a Business Day, ALD will use reasonable endeavours to dispatch the Goods within 1 Business Day, with a view to the Goods being received by the Customer within 2 Business Days. The provisions of this clause 2.4 is limited to Orders for Goods to be delivered within the UK, and Orders for Goods where delivery is outside the UK will be delivered as soon as practicably possible.
2.5. The Order shall only be deemed to be accepted when ALD issues a written acceptance of the Order, at which point the Contract shall come into existence. The written acceptance shall be in the form of a Sales' Invoice which will be raised and a copy provided within 24 hours of receipt by ALD of the Order (or as soon as practicable thereafter).
2.6. For the avoidance of doubt, only those Goods which are included on the Sales' Invoice shall be included within the Order, and any Goods which appear on the Order but not on the Sales' Invoice shall be included on a subsequent Sales' Invoice provided pursuant to this clause 2 as soon as ALD has processed the Order and has agreed to supply the relevant and applicable Goods.
2.7. There is no minimum quantity requirement for each Order.
2.8. In the event that the Order is for delivery within the UK (excluding Northern Ireland), then ALD will deliver the Goods subject to a minimum delivery cost of £12.95 per Order.
2.9. In the event that the Order is for delivery outside the UK (or for delivery to Northern Ireland), then ALD will charge delivery costs regardless of the value of the Order, and such delivery costs will be determined according to the weight and size of the Order.
2.10. In the event that the Order is for delivery within the European Union, the Customer has sole responsibility and liability for the payment and discharge of all applicable and relevant duties and taxes and, where appropriate, must at all times provide the relevant EORI number(s) for each Order to ALD.
2.11. 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 ALD which is not set out in the Contract.
2.12. Any samples, drawings, descriptive matter, or advertising produced by ALD and any descriptions or illustrations contained in ALD's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them, and shall not for the avoidance of doubt form part of the Contract or be contractually binding.
2.13. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.14. In the event that the Customer submits an Order for Goods that are not in ALD’s stock at the time the Order is submitted, ALD will notify the Customer accordingly and, unless the Customer instructs ALD to the contrary, the Order will be placed, but in the basis that the Goods will be dispatched as soon as they become available, and ALD will endeavour to fulfil the Order and dispatch the Goods as soon as practicable.
3.1. The Goods are described in ALD's GPO Retro catalogue and online portal at www.gporetro.com.
3.2. ALD reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.1. ALD shall ensure that:
(a) each delivery of the Goods is accompanied by a Delivery Note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if ALD requires the Customer to return any packaging materials to ALD, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as ALD shall reasonably request.Returns of packaging materials shall be at ALD's expense.
4.2. ALD shall deliver the Goods to the location set out in the Order ("the Delivery Location"), and Delivery of the Goods shall be completed upon the Goods' arrival at the Delivery Location.
4.3. Without prejudice to clause 2.4, ALD shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide ALD with adequate delivery instructions or any other instructions that are relevant to the supply and delivery of the Goods.
4.4. If ALD fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. ALD shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide ALD with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5. Pursuant to clause 2.6, ALD may deliver the Goods by instalments, which shall be invoiced (by way of a Sales' Invoice) 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.
5.1. ALD warrants that on delivery, and for a period of 12 months from the date of delivery ("the Warranty Period"), the Goods shall:
(a) conform in all material respects with their description, subject to clause 3.2;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979; and
(d) be fit for any purpose held out by ALD.
5.2. The Customer shall inspect the Goods upon (or within 14 days of) delivery to ensure that the Goods correspond with the Order, and
the Customer must notify ALD of all and any discrepancies as between the Goods and the Order within 14 days of delivery.
5.3. Subject to clause 5.4, if:
(a) the Customer gives notice in writing to ALD during the warranty period within 14 days of discovery that some or all of the
Goods do not comply with the warranty set out in clause 5.1;
(b) ALD is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by ALD) returns such Goods to ALD's place of business at the Customer's cost,
ALD shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.4. ALD shall not be liable for Goods' 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 Goods after giving notice in accordance with clause 5.3;
(b) the defect arises because the Customer failed to follow ALD's oral or written instructions as to the storage, commissioning,
installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of ALD;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or
regulatory requirements (pursuant to clause 3.2).
5.5. In the event of a re-sale of some or all of the Goods by the Customer, the Customer agrees to adhere to the warranty procedure as
set out in this clause 5.
5.6. Except as provided in this clause 5, ALD shall have no liability to the Customer in respect of the Goods' failure to comply with the
warranty set out in clause 5.1.
5.7. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the
Contract.
5.8. These Terms shall apply to any repaired or replacement Goods supplied by ALD.
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until ALD receives payment in full (in cash or cleared funds) for the Goods and
any other goods that ALD has supplied to the Customer in respect of which payment has become due, in which case title to the
Goods shall pass at the time of payment of all such sums.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as ALD's
property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify ALD immediately if it becomes subject to any of the events listed in clause 8.2; and
(e) give ALD such information relating to the Goods as ALD may require from time to time.
6.4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before
ALD receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as ALD's agent; and
(b) title to the Goods shall pass from ALD to the Customer immediately before the time at which resale by the Customer occurs.
6.5. If before title to the Goods 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 ALD may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) ALD may at any time:
(i) require the Customer to deliver up all Goods 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 Goods are
stored in order to recover them.
6.6. All Goods which are returned on the grounds that they are faulty or defective (“Returns�) must be made pursuant to ALD’s “Returns’ Procedure�:
(a) In the event that the Order was supplied within the UK (excluding Northern Ireland) then Returns must be recovered, collected or received by the Customer (in its capacity as the re-seller of the Goods), unless agreed otherwise as between ALD and the Customer. Once such Returns are recovered by the Customer, a formal request must be lodged by the Customer with ALD via the Portal. A ALD representative will then contact the Customer with further instructions. Goods returned pursuant to the Returns’ Procedure after the expiry of 12 months from the date of Delivery will not be accepted for refund or replacement without ALD's prior written agreement and in such circumstances ALD reserves the right to apply a charge.
(b) In the event that the Order was supplied outside the UK (to any territory including Northern Ireland) then Returns must be recovered, collected or received by the Customer (in its capacity as the re-seller of the Goods), unless agreed otherwise as between ALD and the Customer. Once such Returns are recovered by the Customer, the Customer shall provide ALD with
photographic evidence to support the Returns’ claim. In the event that the Returns’ claim is accepted by ALD, ALD will credit the Customer or otherwise replace the Goods which are the subject of the Returns’ claim, and in such an event the Customer shall be responsible for disposing safely of all Goods returned under this clause 6.6(b).
7.1. The price of the Goods shall be the price set out in the Order.
7.2. ALD may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in
the cost of the Goods that is due to:
(a) any factor beyond ALD's 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 Goods ordered; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give ALD adequate or accurate
information or instructions.
7.3. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be
invoiced to and payable by the Customer, if applicable.
7.4. The price of the Goods is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VAT
invoice from ALD, pay to ALD such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.5. The Customer shall pay the Sales' Invoice pursuant to the payment terms set out on the Sales' Invoice, namely
(a) in full and in cleared funds upon receipt of the Sales' Invoice; or
(b) where the Customer has applied for and ALD has agreed to a credit account, in full and in cleared funds within 30 days of
the payment date set out on the Sales' Invoice.
7.6. Payment shall be made to the bank account nominated in writing by ALD.
7.7. The time for payment of the Sales' Invoice is of the essence, unless the Customer has agreed with ALD in writing in advance to
extend the deadline by which payment of the Sales' Invoice is to be made by the Customer. Such extensions can only be agreed by
ALD and the Customer's account manager. If the Customer is not granted a credit account, then payment will be required in
advance of Delivery by way of electronic bank transfer, cheque or credit/debit card. To receive a statement of account, the
Customer's account manager should lodge a request with ALD's Accounts' department.
7.8. If the Customer fails to make any payment due to ALD under the Contract by the due date for payment, then the Customer shall
pay interest on the overdue amount at the rate of 5% per annum above HSBC Plc'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. The
Customer shall pay the interest 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).
7.10. ALD 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 ALD to the Customer.
7.11. Where the Order is for the supply and provision of bespoke and/or customised products (at the express request of the Customer and pursuant to the Customer’s precise specification), ALD will require the Customer to pay a 50% deposit upon placement of theOrder by the Customer.
8.1. If the Customer becomes subject to any of the events listed in clause 8.2, ALD 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 its debts, or is unable to pay its debts as they fall due or admits
inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the
meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as
having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or
(being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or
makes a proposal for or enters into any compromise or arrangement with its creditors;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the
winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one
or more other companies or the solvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of
intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has
appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's
assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other
such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not
discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect
equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(f) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Customer's financial position deteriorates to such an extent that in ALD's opinion the Customer's capability to
adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (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, ALD may suspend provision of the Goods under the Contract or any other contract
between the Customer and ALD if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(l), or
ALD 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 ALD all of ALD's 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.
9.1. Nothing in these Terms shall limit or exclude ALD's 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 ALD to exclude or restrict liability.
9.2. Subject to clause 9.1:
(a) ALD shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection
with the Contract; and
(b) ALD's 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), breachbreach of statutory duty, or otherwise, shall in no circumstances exceed 30% of the price of
the Goods.
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.1. Assignment and other dealings:
(a) ALD 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.
(b) 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 ALD.
11.2. Policy for online re-sale of the Goods by the Customer (including but not limited to re-sales via Amazon and eBay) and related
dealings:
(a) All Customers wishing to re-sell the Goods via the internet only (including but not limited to re-sales via Amazon and eBay)
(collectively, "Online") must apply to ALD for an Online account in order to trade Online, and must meet criteria set by
ALD.
(b) Any Online sales made by the Customer without ALD's consent and agreement will constitute a material breach of these
Terms.
(c) Any images featuring ALD and or the Goods can only be used with ALD's prior written consent.
(d) All branding, brand names, descriptions, barcodes, packaging and get-up is and remains the intellectual property of ALD,
and can only be used with ALD's prior written consent.
(e) Customers with physical (that is, bricks and mortar) premises are permitted to sell the Goods online only via the Customer's own
wholly-owned website. In such circumstances the Customer must notify ALD in writing in advance and, where applicable, all
intellectual property rights in the Goods must be noted and attributed. The Customer is not permitted to do any other acts in
relation to the Goods on or via any other website without the prior written permission and consent of ALD.
(f) An Online Customer must notify ALD of its website prior to listing the Goods Online.
(g) ALD may refuse any Order or terminate the Online account and/or the credit account of any Customer found to be selling
Online by way of any third party website without its prior written consent, and for the avoidance of doubt will constitute a
material breach of these Terms.
11.3. Notices:
(a) 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.
(b) 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 11.00 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 by fax or e-mail, one hour after the time and date of transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.4. Severance:
(a) 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.
(b) 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.
11.5. Waiver: A waiver of any right or remedy under the Contract or pursuant to English 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.
11.6. Third party rights: A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.7. Variation: 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 ALD.
11.8. Governing law: 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.
11.9. Jurisdiction: 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).