Terms & Conditions of Sale

1.0 – Definitions

1.1

In these Terms & Conditions of Sale “Seller” means Gemcom Ltd; “Buyer” means the party ordering the goods; “Contract” means the contract for the purchase and sale of Goods; “Goods” means the goods (including any instalment of goods or any part of them) which the Seller is to supply in accordance with these Terms and Conditions.

1.2

Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3

These Terms and Conditions shall apply to all offers made or contracts entered by the Seller and all orders from the Buyer are accepted subject to these terms and conditions which may be altered, varied or modified in any manner except as expressly agreed in writing, signed by a duly authorised officer of the Seller.

1.4

These conditions shall be supplemented by the standard contract applicable to the relevant Contract.

1.5

In the event of inconsistence between these Conditions and the standard contract referred to in Article 1.4, these Conditions shall prevail.

2.0 – The Contract

2.1

Any terms and conditions of the Buyers order or any terms and conditions of purchase of the Buyer are hereby expressly excluded and shall not apply and shall not be binding on the Seller.

3.0 – Shipment of Goods

3.1

The Seller shall have the option, unless otherwise stipulated in the contract, to ship the Goods in one or more lots within the time allowed for shipment.  Each shipment, tender and/or mark to be treated as a separate Contract.

4.0 – Passing of Title and Risk

4.1

Until the price shall have been paid in full to the Seller

4.1.1

the Good shall remain the property of the Seller;

4.1.2

The Buyer shall be responsible for storing the unpaid Goods separately and clearly marked as the property of the Seller otherwise in the case of any doubt Goods stored by or for the Buyer shall be deemed to be the unpaid for Goods;

4.1.3

If the buyer shall sell the Goods to any third party, in its original or processed state, the proceeds of resale (or claim thereto) shall belong to the Seller; and

4.1.4

failure by the Buyer to pay the price when due shall give the Seller the right without prejudice to any other remedies (i) to repossess the Goods with or without prior notice and to enter upon any premises in which the Goods may be for the purpose of repossession, and (ii) to give written notice to the Buyer that the Buyer shall not resell or part with possession of the Goods until the price shall have been paid in full

5.0 – Price

5.1

The selling price is exclusive of value added tax

5.2

Seller reserves the right to increase the price with immediate effect to reflect any government measure as a result of which unforeseen costs are incurred.  Government measures may include

5.2.1

The imposition of or changes made to taxes, import duties, charges, levies and other costs imposed by national, international and/or Community authorities, such imposition or changes being unforeseen at the formation of the Contract.

Any price increases are for the Buyer’s account.

6.0 – Insurance

6.1

Buyers are responsible for insurance against fire, explosion and SRCC from the commencement of the delivery period.  Buyers are also responsible for the insurance once the goods leave the store or factory from where they are being delivered or collected, whether they have been paid for or not.

7.0 – Rent

7.1

Should Buyers not collect or call for goods during the contractual period, they shall pay to the Sellers as per our current rent schedule.

7.2

Rent Tariff:

Weeks 1 and 2 of the contractual delivery period are free of charge.

Weeks 1 and 2 thereafter £0.75 per m/t per week or part thereof

Weeks 3 and 4 thereafter £1.50 per m/t per week or part thereof

Week 5 onward £2.50 per m/t per week or part thereof.

7.3

If after 8 weeks any goods remain uncollected in the store, we will endeavour to keep storage available.  However, this is not always possible and we reserve the right, as per the collection of goods clause, to remove part of or all of, remaining balances to outside storage at Buyers risk and expense.  These rates apply to all ex store and delivered contracts in the UK

8.0 – Payment

8.1

The Seller may, in its absolute discretion, grant credit to the Buyer.  The Seller may at any time withdraw credit arrangements from the Buyer upon giving not less than seven days notice.  The Seller may exercise its rights under the clause irrespective of whether the Buyer has complied with the terms of the credit arrangement.

 

If any invoice is not paid on the due date, the Seller may, in its absolute discretion:

8.1.1

Sell the goods against the Buyer.  The Buyer shall make good the loss, if any, on such a sale in addition to payment of rent, together with interest up to date of sale.

8.1.2

If goods not sold against Buyer they shall, nevertheless, be entitled to interest up to date of payment.

8.1.3

Interest charged at the rate of 3% pa over the Bank of England base rate.

8.1.4

Suspend any delivery or cancel any unexecuted part of an order, without liability and without prejudice to its other rights.

8.2

If the Buyer fails to effect timely payment of his debts or compounds with his creditors, or if the Buyer is subject to measures which can be taken under the applicable law in relation to the debtors who are unable or unwilling to pay all their debts, of it the Buyer were to fail to perform his payment obligations under any agreement with Seller, Seller will be authorised to terminate, by simple oral or written notice, with retroactive effect any and all of the Contracts with the Buyer, without prejudice to any of Seller’s remaining rights under any contract with the Buyer.

8.3

If a circumstance as described in 8.2 should occur, Seller will also be entitled to reclaim the documents with immediate effect or to take back the good forthwith and set off the revenue from the sale of these documents and/or goods against the Buyer’s debt.  Any costs incidental thereto will be for the Buyer’s account.

9.0 – Arbitration

9.1

Any and all disputes arising out of or under this contract or any claim regarding the interpretation or execution of this contract shall be determined by arbitration in accordance with the GAFTA Arbitration Rules, No 125 or 126 if applicable, in the edition current at the date of this contract, such Rules are incorporated into and form part of this Contract and both parties hereto shall be deemed to be fully cognisant of and to have expressly agreed to the application of such Rules.

10.0 – Law

10.1

The construction, validity and performance of this Contract shall be governed by the Laws of England

11.0 – Liability

11.1

Seller shall not be liable for damage suffered by the Buyer, unless such damage is the result or consequence of intent or gross negligence on the part of the Seller.  The burden of proving intent or gross negligence rests on the Buyer.

11.2

Seller’s total liability shall not exceed the invoice price, exclusive of value added tax, paid by the Buyer for the goods and/or services supplied.

11.3

Seller shall not be liable for any consequential loss sustained by the Buyer or by third parties, including but not limited to consequential damage, nonmaterial damage/losses, trading loss or environmental damage and loss of profits.

12.0 – Severability

12.1

If any of these Terms and Conditions are determined by any court or other competent authority to be invalid or unenforceable in whole or in part such unenforceability shall not affect the remaining provisions hereof.

12.2

Each provision of these Conditions is independent and severable from the remaining provisions and enforceable accordingly.  If any provision of these Conditions shall be unenforceable for any reason but would be enforceable if part of the wording thereof was deleted, it shall apply with such deletions as may be necessary to make it enforceable.

68 Great Portland Street  London  W1W 7NG