Open an account - Plumbase Industrial
Open an account - Plumbase Industrial
Open an account - Plumbase Industrial
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TRADE CREDIT<br />
ACCOUNT<br />
APPLICATION<br />
FORM
APPLICATION FOR CREDIT ACCOUNT AND GUARANTEE FORM<br />
GUIDANCE NOTES<br />
We aim to process all applications promptly. Applications that are incorrect or incomplete<br />
will be delayed, so please read these guidelines carefully before completing the<br />
application.<br />
Please read the Data Protection Notice.<br />
Please read, sign <strong>an</strong>d retain a copy of the Terms & Conditions of Business.<br />
Section 1 Please identify your business type.<br />
Section 2 Must be completed by ALL APPLICANTS<br />
Please provide a letterhead.<br />
Section 3 Must be completed by Directors, Comp<strong>an</strong>y Secretary, Sole Traders,<br />
Partners <strong>an</strong>d trustees.<br />
Please supply all dates of birth for all applic<strong>an</strong>ts.<br />
Section 4 Must be completed by all applic<strong>an</strong>ts.<br />
Section 5 For Limited/LLP <strong>an</strong>d PLC a Director(s) or Comp<strong>an</strong>y Secretary will<br />
need to sign the application.<br />
For sole traders the owner of the <strong>account</strong> needs to sign.<br />
For Partnerships all partners need to sign.<br />
For Clubs/Associations the Secretary/Treasurer needs to sign.<br />
Section 6 DO NOT complete this Section - OFFICE USE ONLY.<br />
Note: If you are uncertain as to <strong>an</strong>y aspect of completion of this form you should seek independent<br />
legal advice.<br />
PLEASE CAN ALL SOLE TRADERS/PARTNERSHIP APPLICANTS ENCLOSE SUITABLE EVIDENCE OF THEIR<br />
HOME ADDRESS.<br />
Examples of this include Council Tax Bill, Telephone bill, B<strong>an</strong>k or Building Society statement or Credit<br />
Card statement.<br />
Acceptable forms of ID include a valid passport or driving licence. These will be photocopied by our<br />
br<strong>an</strong>ch staff <strong>an</strong>d retained on file. Th<strong>an</strong>k you for reading these notes <strong>an</strong>d for submitting your completed<br />
application form together with suitable proof of your address <strong>an</strong>d identity, which should be returned to<br />
your LOCAL BRANCH.<br />
1<br />
What is the Nature of your Business?<br />
Group 1 Group 2 Group 3 Group 4 Group 5<br />
Building Contractor Architect / Surveyor Civil Engineers Accommodation (l<strong>an</strong>dlord, Other merch<strong>an</strong>t / distributor<br />
General Builder Bricklayer Demolition guest houses, hotels) Builders Merch<strong>an</strong>ts<br />
Property Developers Carpenter / Joiner Drainage & Sewer services Agricultural M<strong>an</strong>ufacturer<br />
Self Builder Ceiling / Partition Specialist Engineering Automotive/Aviation/Marine Plumbers Merch<strong>an</strong>t<br />
Window / Conservatory Installer Decorator Glass m<strong>an</strong>ufacturer Business Services Retailer / Consumer Services<br />
Air Conditioning installer DryLiners / Plasterers Groundworker Cle<strong>an</strong>ing contractors Other (please specify)<br />
Bathroom Installer Exhibition contractors Pl<strong>an</strong>t / Tool Hire Estate/Letting agents<br />
Gas Installers Insulation / Cladding Road builder / mainten<strong>an</strong>ce Leisure Industry<br />
Heating Engineer Interior Designer Electrical Engineer Residential Care<br />
Plumber Kitchen Installer Electrici<strong>an</strong> Service Engineer<br />
Solar / PV Installer L<strong>an</strong>dscaper Colleagues Education<br />
M&E Contractor Other Specialist trade Consumer Healthcare<br />
Pipework Contractor Roofer Housing Association<br />
Scaffolder<br />
Other Public Sector<br />
Shop / office fitter<br />
Wall & Floor Tilers<br />
H<strong>an</strong>dym<strong>an</strong><br />
Which br<strong>an</strong>d(s) would you like to open <strong>an</strong> <strong>account</strong> with;<br />
c c c c c<br />
c c c c c<br />
PLEASE COMPLETE ALL WHITE SECTIONS IN BLOCK CAPITALS & RETURN TO YOUR LOCAL BRANCH
2<br />
Business/Trading Name:<br />
Business/Trading Address:<br />
Post Code:<br />
Telephone No:<br />
Fax No:<br />
Main Contact email Address:<br />
Mobile No:<br />
Co. Registration No:<br />
Date of Incorporation:<br />
How long has your business been established? Years Number of Employees: Annual Turnover £<br />
Previous Address:<br />
(if less th<strong>an</strong> 2 years at present address)<br />
Post Code:<br />
Type of Business: P.L.C. c Private Limited Co. c Sole Trader c Partnership c LLP c Other c<br />
Please state<br />
Anticipated monthly spend on materials: £<br />
Letterhead & proof of address enclosed with this application form:<br />
Do you wish to receive statements / invoices by e-mail?<br />
If yes, E-mail Address:<br />
c<br />
Yes / No<br />
Name <strong>an</strong>d contact details of who deals with invoice queries <strong>an</strong>d payments:<br />
Do you wish all goods to be supplied against <strong>an</strong> official Order Number?<br />
If No, please state who may collect goods on your <strong>account</strong>:<br />
Yes / No<br />
If a list of names is not provided or password given, we will assume all goods on your <strong>account</strong> are drawn with your authority.<br />
Is a site address m<strong>an</strong>datory on all invoices?<br />
Have <strong>an</strong>y of the directors, owners or partners of this business held <strong>an</strong>y other credit<br />
<strong>account</strong>s with <strong>an</strong>y comp<strong>an</strong>y in the Grafton Group?<br />
If Yes please specify:<br />
Yes / No<br />
Yes / No<br />
Which other Merch<strong>an</strong>ts do you hold <strong>an</strong> <strong>account</strong> with?<br />
3<br />
Directors / Comp<strong>an</strong>y Secretary / Sole Traders / Partners / Trustees<br />
Full Name:<br />
Address:<br />
Date of Birth:<br />
Full Name:<br />
Address:<br />
Date of Birth:<br />
Full Name:<br />
Address:<br />
Date of Birth:
4<br />
Your B<strong>an</strong>k Details: Please give full details of your main <strong>account</strong><br />
B<strong>an</strong>k Name<br />
Sort Code cc- cc- cc<br />
Account Number cccccccc<br />
Trade References<br />
Comp<strong>an</strong>y Name:<br />
Telephone No:<br />
Comp<strong>an</strong>y Address:<br />
Comp<strong>an</strong>y Name:<br />
Telephone No:<br />
Comp<strong>an</strong>y Address:<br />
Comp<strong>an</strong>y Name:<br />
Telephone No:<br />
Comp<strong>an</strong>y Address:<br />
5<br />
Declaration<br />
Each signatory below, as <strong>an</strong> authorised representative of the applic<strong>an</strong>t Customer, hereby applies for a Trade Credit Account <strong>an</strong>d agrees, on behalf of the<br />
Customer, to pay the Account by the last working day of each month following the month of delivery in accord<strong>an</strong>ce with Grafton Merch<strong>an</strong>ting GB Ltd’s<br />
(“Grafton”) conditions of sale (“Conditions”). By signing below, each signatory confirms that they have read <strong>an</strong>d accept Grafton’s Conditions on behalf of<br />
the Customer <strong>an</strong>d acknowledge <strong>an</strong>d agree that the Conditions (as modified, amended or updated by Grafton from time to time) shall apply to the<br />
Account <strong>an</strong>d to all sales of Grafton goods or services.<br />
By signing below, each signatory also agrees to personally guar<strong>an</strong>tee the perform<strong>an</strong>ce of all contracts with Grafton by the Customer, including <strong>an</strong>y fin<strong>an</strong>cial<br />
obligations arising from <strong>an</strong>y ch<strong>an</strong>ges in the credit limit of the Account made by Grafton from time to time. In the event of failure or default, or non-compli<strong>an</strong>ce<br />
with the Conditions or the terms of <strong>an</strong>y contract, Grafton has the right to proceed against the signatory personally. Should be signed by a director(s),<br />
partner(s), comp<strong>an</strong>y secretary or proprietor of the business.<br />
Signed Print name: Date:<br />
Signed Print name: Date:<br />
Signed Print name: Date:<br />
Signed Print name: Date:<br />
Please remember to attach a comp<strong>an</strong>y letterhead or proof of address with your application
DATA PROTECTION<br />
We will make a search with a Credit Reference Agency, which will keep a record of that search <strong>an</strong>d will share that<br />
information with us <strong>an</strong>d other businesses. In some inst<strong>an</strong>ces we may also make a search on the personal credit file of<br />
principal directors. We may also pass or share your information with carefully selected third parties for the purposes<br />
of <strong>account</strong> opening, credit vetting <strong>an</strong>d <strong>account</strong> m<strong>an</strong>agement. Should it become necessary to review <strong>an</strong> <strong>account</strong> then<br />
again, a credit reference may be sought <strong>an</strong>d a record kept. We will monitor <strong>an</strong>d record information relating to your<br />
trade perform<strong>an</strong>ce <strong>an</strong>d such records will be available to Credit Reference Agencies who will share that information<br />
with other businesses when assessing applications for credit <strong>an</strong>d fraud prevention. For the purposes of credit<br />
referencing we may also share information with other businesses.<br />
By submitting information on this form, you confirm that you have the consent of all relev<strong>an</strong>t individuals to the<br />
processing of their personal data for the purposes stated, including but not limited to partners, directors <strong>an</strong>d other<br />
householders whose details may be obtained as a result of checks against the addresses you provide.<br />
Under the Data Protection Act you have the right to apply for a copy of the information we hold on you, for<br />
which we may charge a small fee.<br />
6<br />
FOR GMGB OFFICE USE ONLY<br />
REGION: INITIAL CREDIT LIMIT GRANTED: £<br />
BRANCH:<br />
TERRITORY/SDM:<br />
ACCOUNT NUMBER:<br />
APPROVED BY:<br />
DATE:<br />
SIX MONTH REVIEW COMPLETED BY:<br />
RESPECTING YOUR PRIVACY<br />
We will record your purchasing preferences <strong>an</strong>d may use your information for marketing purposes. We may<br />
pass your information to other Grafton Group Plc comp<strong>an</strong>ies or carefully selected third parties who may wish<br />
to contact you with offers of goods <strong>an</strong>d services which may be of interest to you.<br />
Please tick if you do not w<strong>an</strong>t other comp<strong>an</strong>ies, carefully selected by us, to contact you with details<br />
of goods <strong>an</strong>d services offered by them.<br />
c<br />
As well as by telephone if you would like to be contacted by SMS or email please provide your details below.<br />
Mobile Telephone Number:<br />
Email Address:
TERMS AND CONDITIONS OF SALE GRAFTON MERCHANTING GB LIMITED - THESE TERMS & CONDITIONS RELATE TO TRADE SALES ONLY AND NOT CONSUMER SALES<br />
In these Conditions “the Comp<strong>an</strong>y” me<strong>an</strong>s Grafton Merch<strong>an</strong>ting GB Limited (No.4725313) including its trading divisions; “these Conditions” me<strong>an</strong>s these terms <strong>an</strong>d conditions; “the Customer” me<strong>an</strong>s the person, firm or comp<strong>an</strong>y<br />
purchasing the Goods; “the Contract” me<strong>an</strong>s the contract for the sale of the Goods made between the Comp<strong>an</strong>y <strong>an</strong>d the Customer, “the Goods” me<strong>an</strong>s the goods, materials or services (including samples, where relev<strong>an</strong>t) which<br />
are the subject of the Contract <strong>an</strong>d a “Consumer” me<strong>an</strong>s a person who is buying the Goods other th<strong>an</strong> in the course of a business. The statutory rights of a Customer who is a Consumer are not affected by these Conditions.<br />
1. The Contract/Order Accept<strong>an</strong>ce<br />
(a) These Conditions shall apply to the Contract <strong>an</strong>d all orders placed <strong>an</strong>d accepted by the Comp<strong>an</strong>y to the exclusion of <strong>an</strong>y other terms <strong>an</strong>d conditions stipulated,<br />
incorporated or referred to by the Customer in <strong>an</strong>y order, letter, form of contract or <strong>an</strong>y other document or negotiations.<br />
(b) No variation to these Conditions shall be binding without the express written agreement of a director of the Comp<strong>an</strong>y.<br />
(c) Even if the Comp<strong>an</strong>y has given a quotation, no order placed by the Customer is binding on the Comp<strong>an</strong>y until it has been accepted by the Comp<strong>an</strong>y.<br />
(d) In placing <strong>an</strong> order with the Comp<strong>an</strong>y the Customer <strong>an</strong>d its representatives warr<strong>an</strong>t <strong>an</strong>d represent that each of them has the necessary authority to bind the<br />
Customer in contract. The Customer must ensure that the terms of its order <strong>an</strong>d <strong>an</strong>y applicable specification are complete <strong>an</strong>d accurate given the Comp<strong>an</strong>y shall be<br />
relying on that information.<br />
2. Estimates/Quotations<br />
(a) The Customer is entirely responsible for ascertaining the qu<strong>an</strong>tities required notwithst<strong>an</strong>ding that <strong>an</strong> estimate may have been given by the Comp<strong>an</strong>y.<br />
(b) Quotations are for the supply of Goods on these Conditions only. Any quotation given by the Comp<strong>an</strong>y is not <strong>an</strong> offer <strong>an</strong>d the Comp<strong>an</strong>y reserves the right to<br />
withdraw or amend <strong>an</strong>y quotation at <strong>an</strong>y time before the Comp<strong>an</strong>y’s accept<strong>an</strong>ce of the Customer’s order.<br />
(c) Where fine or specific toler<strong>an</strong>ces are required in Goods beyond those generally accepted in the building trade no liability will attach to the Comp<strong>an</strong>y unless the<br />
toler<strong>an</strong>ces are notified in writing to the Comp<strong>an</strong>y at the time of order <strong>an</strong>d the Comp<strong>an</strong>y has agreed in writing to supply Goods that meet those toler<strong>an</strong>ces.<br />
(d) The Comp<strong>an</strong>y may without notice to the Customer reasonably alter <strong>an</strong>y specification, description, design, drawing, illustration <strong>an</strong>d/or other particulars relating<br />
to the Goods <strong>an</strong>d to supply the Goods as so altered in perform<strong>an</strong>ce of the Contract <strong>an</strong>d may also substitute <strong>an</strong>d supply similar goods of equivalent type in the<br />
perform<strong>an</strong>ce of the Contract.<br />
3. Returns/C<strong>an</strong>cellations<br />
(a) If the Customer incorrectly orders <strong>an</strong>y Goods the Comp<strong>an</strong>y may, in its sole discretion, determine whether or not to accept their return. The accept<strong>an</strong>ce by the<br />
Comp<strong>an</strong>y of returned Goods shall be on such terms as it may determine <strong>an</strong>d in particular the Comp<strong>an</strong>y may charge for the carriage <strong>an</strong>d h<strong>an</strong>dling of such Goods<br />
at the greater of 25% of their invoiced value or £5.<br />
(b) An order for Goods that are to be specially made or obtained (“Specials”) may not be c<strong>an</strong>celled by the Customer once the order has been accepted by the<br />
Comp<strong>an</strong>y nor will <strong>an</strong>y allow<strong>an</strong>ce be made in respect of Specials if they are subsequently returned.<br />
4. Prices<br />
(a) The price of the Goods (“the Price”) shall be the price quoted by the Comp<strong>an</strong>y to the Customer provided the Customer accepts the quotation within 30 days of<br />
its date. Where no price has been quoted (or a quoted price is no longer valid) the Price shall be the Comp<strong>an</strong>y’s trade price on the date the Goods are delivered.<br />
(b) The Comp<strong>an</strong>y may by giving notice to the Customer at <strong>an</strong>y time up to 7 days before delivery increase the Price to reflect <strong>an</strong>y increase in the cost to the<br />
Comp<strong>an</strong>y of procuring or supplying the Goods which is due to factors beyond its reasonable control (including without limitation foreign exch<strong>an</strong>ge fluctuations,<br />
taxes <strong>an</strong>d duties <strong>an</strong>d the cost of labour, materials <strong>an</strong>d m<strong>an</strong>ufacturing costs) provided that in such circumst<strong>an</strong>ces the Customer may c<strong>an</strong>cel the Contract up to 3 days<br />
before the due date for delivery.<br />
(c) All prices quoted are exclusive of Value Added Tax <strong>an</strong>d delivery charges unless otherwise stated.<br />
(d) If the Comp<strong>an</strong>y agrees to deliver Goods other th<strong>an</strong> in accord<strong>an</strong>ce with Condition 6(a)(i) it may recharge the delivery costs to the Customer plus <strong>an</strong><br />
administration fee.<br />
5. Accounts/Payments<br />
(a) Credit <strong>account</strong>s may be opened at the discretion of the Comp<strong>an</strong>y, subject to satisfactory credit references being obtained. Unless otherwise agreed in writing,<br />
payment for Goods supplied on credit <strong>account</strong>s shall become due <strong>an</strong>d payable no later th<strong>an</strong> the last day of the month following the month of delivery. However if<br />
the Goods concerned are Specials the Comp<strong>an</strong>y may instead apply the payment terms in Condition 5(b).<br />
(b) For cash Customers, that is, Customers who do not have a credit <strong>account</strong> with the Comp<strong>an</strong>y or whose credit <strong>account</strong> is c<strong>an</strong>celled or suspended under Condition<br />
5(g) <strong>an</strong>d in respect of the supply of Specials to credit <strong>account</strong> Customers <strong>an</strong>d other non-st<strong>an</strong>dard tr<strong>an</strong>sactions (as determined by the Comp<strong>an</strong>y), the Customer shall<br />
pay the price for the Goods on accept<strong>an</strong>ce of order, or on or before delivery, (where applicable), upon receipt of the Comp<strong>an</strong>y’s invoice.<br />
(c) No payment shall be deemed to have been received until the Comp<strong>an</strong>y has received cash or cleared funds. Time for payment shall be of the essence.<br />
Notwithst<strong>an</strong>ding <strong>an</strong>y other provision, all payments payable to the Comp<strong>an</strong>y under <strong>an</strong>y Contract shall become due immediately if the Comp<strong>an</strong>y becomes entitled to<br />
terminate the Contract under Condition 15(a) or the Contract otherwise terminates.<br />
(d) Any queries on <strong>an</strong> invoice must be raised in writing by the Customer within 21 days of the invoice date, otherwise the invoiced amount shall be deemed to be<br />
accepted by the Customer.<br />
(e) Without prejudice to the Comp<strong>an</strong>y's rights to enforce payment, if the Customer fails to make payment in accord<strong>an</strong>ce with these Conditions the Comp<strong>an</strong>y may (at<br />
the Comp<strong>an</strong>y’s absolute discretion) charge interest on <strong>an</strong>y bal<strong>an</strong>ce outst<strong>an</strong>ding (notwithst<strong>an</strong>ding that a portion of the <strong>account</strong> or invoice is the subject of <strong>an</strong>y dispute<br />
or query) from the due date for payment until payment is made, whether before or after <strong>an</strong>y judgment either: (i) at the <strong>an</strong>nual rate of 5% above the base lending<br />
rate from time to time of Lloyds TSB B<strong>an</strong>k plc; or (ii) at the rate <strong>an</strong>d on the basis permitted under the Late Payment of Commercial Debts (Interest) Act 1998.<br />
(f) The Customer shall indemnify the Comp<strong>an</strong>y, against all costs (including legal costs) <strong>an</strong>d expenses incurred by the Comp<strong>an</strong>y in recovering amounts due from the<br />
Customer, or exercising its rights under this Condition 5, including <strong>an</strong>y administration fee incurred if the Comp<strong>an</strong>y refers a late/non payment dispute to its lawyers<br />
or collection agents.<br />
(g) The Comp<strong>an</strong>y may c<strong>an</strong>cel or suspend the Customer’s credit <strong>account</strong> by notice in writing at <strong>an</strong>y time should it decide, for whatever reason, that it requires<br />
further security from the Customer, other th<strong>an</strong> that already provided (if <strong>an</strong>y). If the Comp<strong>an</strong>y exercises such rights it may continue trading with the Customer in<br />
accord<strong>an</strong>ce with Condition 5(b). The Comp<strong>an</strong>y may reinstate the credit <strong>account</strong> once the additional security required has been provided by the Customer <strong>an</strong>d <strong>an</strong>y<br />
other conditions have been met. The Customer agrees to use its best endeavours to ensure that <strong>an</strong>y additional security required by the Comp<strong>an</strong>y (including but not<br />
limited to a third party guar<strong>an</strong>tee) is provided.<br />
(h) The Comp<strong>an</strong>y may at <strong>an</strong>y time, at its sole discretion <strong>an</strong>d without reference to the Customer or <strong>an</strong>y guar<strong>an</strong>tor: (i) increase (without limit) or decrease <strong>an</strong>y credit<br />
limit applied to the Customer; <strong>an</strong>d (ii) supply Goods in excess of the credit limit. The Comp<strong>an</strong>y may take action to collect all monies owing in full whether or not the<br />
sums due exceed the prevailing credit limit. Where more th<strong>an</strong> one invoice is outst<strong>an</strong>ding the Comp<strong>an</strong>y may choose against which invoice(s) to apply <strong>an</strong>y payment<br />
from the Customer even if the Customer has allocated the payment to a specific invoice.<br />
(i) The Customer shall give the Comp<strong>an</strong>y prior written notice, which acknowledges service, of <strong>an</strong>y ch<strong>an</strong>ge in its constitution or ownership or, in the case of a sole<br />
trader or partnership, if it wishes to incorporate or merge with others. The Comp<strong>an</strong>y may then decide whether to exercise its rights in Condition 5(g) to continue<br />
trading with the Customer, whether a new credit application is required <strong>an</strong>d whether to continue with <strong>an</strong>y credit arr<strong>an</strong>gements gr<strong>an</strong>ted to the Customer <strong>an</strong>d shall<br />
not be obliged to continue with either unless a written confirmation <strong>an</strong>d accept<strong>an</strong>ce is issued by <strong>an</strong> authorised member of the Comp<strong>an</strong>y’s credit m<strong>an</strong>agement team,<br />
a Comp<strong>an</strong>y director or the Comp<strong>an</strong>y Secretary.<br />
(j) If a cheque used by the Customer to pay <strong>an</strong> <strong>account</strong> is dishonoured the Comp<strong>an</strong>y may debit the Customer's <strong>account</strong> with <strong>an</strong>y charge or cost incurred by the<br />
Comp<strong>an</strong>y as a consequence. If the Comp<strong>an</strong>y accepts payment by credit card it may levy a surcharge at its st<strong>an</strong>dard rates in force at the time of payment.<br />
(k) On termination of the Contract, howsoever caused, the Comp<strong>an</strong>y’s rights contained in this Condition 5 shall remain in effect.<br />
6. Delivery/Despatch<br />
(a) Delivery of the Goods shall be made: (i) by the Customer collecting the Goods at the Comp<strong>an</strong>y’s premises at <strong>an</strong>y time after the Comp<strong>an</strong>y has notified the<br />
Customer that the Goods are ready for collection; or (ii) if some other place for delivery is agreed by the Comp<strong>an</strong>y, by it delivering the Goods to that place.<br />
(b) Risk of damage to or loss of the Goods shall pass to the Customer: (i) in the case of Goods to be delivered at the Comp<strong>an</strong>y’s premises, at the time when the<br />
Comp<strong>an</strong>y notifies the Customer that the Goods are available for collection; (ii) in the case of Goods to be delivered other th<strong>an</strong> at the Comp<strong>an</strong>y’s premises, on<br />
delivery to the agreed destination; <strong>an</strong>d (iii) if the Customer fails to take delivery of the Goods, at the time when the Comp<strong>an</strong>y has tendered delivery of the Goods.<br />
(c) If Goods are delivered by or on behalf of the Comp<strong>an</strong>y other th<strong>an</strong> at the Comp<strong>an</strong>y’s premises: (i) the Comp<strong>an</strong>y accepts no liability whatsoever for <strong>an</strong>y loss of or<br />
damage to the Goods whilst in tr<strong>an</strong>sit unless it is notified in writing with the details of the damage within 7 days of despatch; (ii) the Customer shall give the<br />
Comp<strong>an</strong>y such access to its premises as the Comp<strong>an</strong>y requires in order to deliver the Goods <strong>an</strong>d shall provide the labour <strong>an</strong>d equipment required to complete the<br />
delivery; <strong>an</strong>d (iv) the Comp<strong>an</strong>y may charge the Customer for <strong>an</strong>y return visits made as a result of the Customer’s failure to take delivery of the Goods.<br />
(d) Any stated time or date for delivery is <strong>an</strong> estimate only <strong>an</strong>d is not binding on the Comp<strong>an</strong>y. The Comp<strong>an</strong>y shall not be liable for <strong>an</strong>y failure to deliver by such<br />
time or date, nor for <strong>an</strong>y loss or damage arising directly or indirectly from such failure. The Customer may not refuse to accept Goods because of late delivery;<br />
nor, where Goods are to be delivered in instalments, shall the Comp<strong>an</strong>y’s failure to deliver <strong>an</strong>y instalments by <strong>an</strong>y time or date entitle the Customer to treat the<br />
Contract as a whole as repudiated.<br />
(e) If the Customer fails to take delivery of Goods or to give the Comp<strong>an</strong>y adequate instruction for delivery then, without prejudice to its other rights, the Comp<strong>an</strong>y<br />
may: (i) store the Goods until actual delivery <strong>an</strong>d charge the Customer for the costs (including insur<strong>an</strong>ce) of storage; or (ii) sell the Goods at the best price readily<br />
obtainable <strong>an</strong>d (after deducting all reasonable storage <strong>an</strong>d selling expenses) <strong>account</strong> to the Customer for <strong>an</strong>y excess over the Price or charge the Customer for <strong>an</strong>y<br />
shortfall against the Price.<br />
(f) Where delivery is to be made by instalments, each instalment shall be deemed to be a separate <strong>an</strong>d distinct contract <strong>an</strong>d no default by the Comp<strong>an</strong>y in respect<br />
of <strong>an</strong>y one or more instalment shall entitle the Customer to reject or withhold payment in respect of <strong>an</strong>y other instalment.<br />
(g) The Comp<strong>an</strong>y shall provide evidence (such as a delivery note) of the delivery of Goods supplied in response to a request from the Customer provided it is<br />
received within 3 months of the delivery date. If the Customer does not raise <strong>an</strong>y query about delivery within such period, the Goods concerned shall be deemed<br />
to have been delivered in accord<strong>an</strong>ce with the Contract.<br />
(h) The Comp<strong>an</strong>y does not accept liability for shortages in qu<strong>an</strong>tities delivered unless the Customer notifies the Comp<strong>an</strong>y of <strong>an</strong>y claim for short delivery of the<br />
Goods within 2 days of the delivery to the Customer. In such circumst<strong>an</strong>ces the Comp<strong>an</strong>y’s liability shall be restricted to making good the shortage. Any delivery<br />
book or note marked “NOT EXAMINED” will not prevent the operation of these clauses nor constitute express or implied notice in writing of <strong>an</strong>y potential or actual<br />
shortage<br />
7. Perform<strong>an</strong>ce<br />
The Customer shall ensure that: (i) the Goods are sufficiently suitable <strong>an</strong>d fit for the purpose intended <strong>an</strong>d comply with all applicable requirements whether<br />
statutory, regulatory, municipal or otherwise; (ii) its premises are safe <strong>an</strong>d suitable for the delivery, installation, use <strong>an</strong>d operation of the Goods <strong>an</strong>d comply both<br />
before <strong>an</strong>d after such delivery, installation <strong>an</strong>d during such operation with all relev<strong>an</strong>t legislation (including without limitation safety legislation); (iii) <strong>an</strong>y item of<br />
equipment provided by it which relates to the installation or operation of the Goods or is <strong>an</strong>cillary to or is for use in connection with the Goods shall not adversely<br />
affect their suitability or fitness for purpose.<br />
8. Warr<strong>an</strong>ty<br />
(a) Subject to Condition 9(a) the Comp<strong>an</strong>y agrees (in its discretion) to repair (if possible), replace free of charge or refund <strong>an</strong>y sums paid by the Customer for <strong>an</strong>y<br />
Goods which in the reasonable opinion of the Comp<strong>an</strong>y are defective due to a m<strong>an</strong>ufacturing fault but only if: (i) such fault is notified to the Comp<strong>an</strong>y in writing<br />
within 7 days of delivery; <strong>an</strong>d (ii) the Comp<strong>an</strong>y <strong>an</strong>d/or its representative is given a reasonable opportunity after receiving the notice of examining such Goods in<br />
situ or the Customer (if asked to do so by the Comp<strong>an</strong>y) returns such Goods to the Comp<strong>an</strong>y, at such address specified by the Comp<strong>an</strong>y, for the examination to<br />
take place there.<br />
(b) The Comp<strong>an</strong>y shall not be liable for a breach of the warr<strong>an</strong>ty in Condition 8(a) if: (i) the Customer makes <strong>an</strong>y further use of such Goods after giving notice of a<br />
defect; or (ii) the defect arises because the Customer failed to follow the Comp<strong>an</strong>y’s or the m<strong>an</strong>ufacturer’s oral or written instructions as to the storage, installation,<br />
commissioning, use or mainten<strong>an</strong>ce of the Goods or (if there are none) good trade practice; or (iii) the Customer alters or repairs such Goods without the written<br />
consent of the Comp<strong>an</strong>y.<br />
(c) The Comp<strong>an</strong>y is not responsible either for the cost of removing or re-installing <strong>an</strong>y repaired or replacement Goods, unless previously agreed in writing by a<br />
Comp<strong>an</strong>y director.<br />
(d) Any defective Goods or parts thereof replaced by the Comp<strong>an</strong>y in accord<strong>an</strong>ce with this Condition or otherwise shall become, or remain, the property of the<br />
Comp<strong>an</strong>y.<br />
(e) Where the Comp<strong>an</strong>y is not the m<strong>an</strong>ufacturer of the Goods, the Comp<strong>an</strong>y will endeavour to tr<strong>an</strong>sfer to the Customer the benefit of <strong>an</strong>y warr<strong>an</strong>ty or guar<strong>an</strong>tee<br />
given to the Comp<strong>an</strong>y.<br />
9. Liability<br />
(a) Nothing in these terms shall be deemed to exclude or restrict the Comp<strong>an</strong>y’s liability for: (i) death or personal injury resulting from its negligence; (ii) fraudulent<br />
misrepresentation; or (iii) <strong>an</strong>y breach on its part of <strong>an</strong>y undertaking as to title implied by Section 12 of the Sale of Goods Act 1979 (as amended) or by Section 8<br />
of the Supply of Goods (Implied Terms) Act 1973 (as amended).<br />
(b) Subject to Condition 9(a), the Comp<strong>an</strong>y’s total aggregate liability under or in connection with the Contract (howsoever such liability arises, whether in contract<br />
or tort or otherwise, including for negligence) shall be limited to the value of the Goods supplied under the Contract.<br />
(c) Subject to Condition 9(a), the Comp<strong>an</strong>y shall not be liable (howsoever such liability arises, whether in contract or tort or otherwise, including for negligence) for<br />
<strong>an</strong>y indirect or consequential loss or for damage to or for loss of profit, business, savings, production or goodwill which arises out of or in connection with the<br />
Contract.<br />
(d) Where the Comp<strong>an</strong>y sells Goods to a Customer who is not a Consumer <strong>an</strong>d the Customer sells those Goods directly or indirectly to a person who is such a<br />
Consumer, without prejudice to its rights under the Contract the Customer shall indemnify the Comp<strong>an</strong>y against <strong>an</strong>y liability or loss whatsoever arising directly or<br />
indirectly pursu<strong>an</strong>t to the Consumer Protection Act 1987.<br />
(e) The Customer shall indemnify the Comp<strong>an</strong>y from <strong>an</strong>d against all loss, damage, or liability suffered or incurred by the Comp<strong>an</strong>y or <strong>an</strong>y third person for or<br />
arising out of the negligence, breach of statutory duty, breach of contract or other duty of the Customer or its officers, employees, agents or contractors, in each<br />
case in the course of perform<strong>an</strong>ce of or otherwise in <strong>an</strong>y way arising out of or in connection with the Contract.<br />
(f) These Conditions set out the Comp<strong>an</strong>y’s entire liability in respect of the Goods <strong>an</strong>d rights gr<strong>an</strong>ted under them are in lieu <strong>an</strong>d to the exclusion of all other<br />
warr<strong>an</strong>ties, conditions <strong>an</strong>d other terms express or implied by statute, common law or a course of business except for <strong>an</strong>y which c<strong>an</strong>not legally be excluded.<br />
10. Misrepresentation<br />
(a) The Comp<strong>an</strong>y shall not be liable in respect of <strong>an</strong>y misrepresentation made by the Comp<strong>an</strong>y its serv<strong>an</strong>ts or agents to the Customer its serv<strong>an</strong>ts or agents as to<br />
the condition of the Goods, their fitness for <strong>an</strong>y purpose or as to qu<strong>an</strong>tity or measurements unless the representation is made or confirmed in writing by the<br />
Comp<strong>an</strong>y <strong>an</strong>d/or is fraudulent.<br />
(b) Without prejudice to Condition 10(a), whilst the Comp<strong>an</strong>y takes every precaution in the preparation of its catalogues technical circular price lists <strong>an</strong>d other<br />
literature, these documents are for the Customer’s general guid<strong>an</strong>ce only <strong>an</strong>d statements made in them (in the absence of fraud on the part of the Comp<strong>an</strong>y) shall<br />
not constitute representations by the Comp<strong>an</strong>y <strong>an</strong>d the Comp<strong>an</strong>y shall not be bound by them.<br />
11. Ownership<br />
(a) Unless the Comp<strong>an</strong>y agrees otherwise in writing, ownership of the Goods shall not pass to the Customer until the Comp<strong>an</strong>y has received from the Customer<br />
payment for the Goods <strong>an</strong>d all other sums which are due to the Comp<strong>an</strong>y from the Customer.<br />
(b) Until ownership has passed in accord<strong>an</strong>ce with Condition 11(a), the Customer shall: (i) hold the Goods on a fiduciary basis as the Comp<strong>an</strong>y’s bailee; <strong>an</strong>d (ii)<br />
store the Goods (at no cost to the Comp<strong>an</strong>y) separately from all other goods of the Customer or <strong>an</strong>y third party in such a way that they remain readily identifiable<br />
as the Comp<strong>an</strong>y’s property; <strong>an</strong>d (iii) not destroy, deface or obscure <strong>an</strong>y identifying mark, serial number or packaging on or relating to the Goods; <strong>an</strong>d (iv)<br />
maintain the Goods in satisfactory condition, keep them insured on the Comp<strong>an</strong>y’s behalf for their full Price against all risks <strong>an</strong>d provide the Comp<strong>an</strong>y with a copy<br />
of the insur<strong>an</strong>ce policy on request; <strong>an</strong>d (v) deliver up the Goods to the Comp<strong>an</strong>y on dem<strong>an</strong>d.<br />
(c) The Customer may only resell the Goods before ownership has passed if such sale is made in the ordinary course of the Customer’s business at full market value<br />
<strong>an</strong>d is a sale of the Comp<strong>an</strong>y’s property on the Customer’s own behalf dealing as principal. The Customer shall hold such part of the proceeds of sale as represents<br />
the amount owed by the Customer to the Comp<strong>an</strong>y for the relev<strong>an</strong>t Goods separately (in a b<strong>an</strong>k <strong>account</strong> that does not contain <strong>an</strong>y third party monies <strong>an</strong>d is not<br />
overdrawn) on trust on behalf of the Comp<strong>an</strong>y <strong>an</strong>d the Customer shall promptly <strong>account</strong> to the Seller on such sale.<br />
(d) The Customer’s right to possession of the Goods shall terminate immediately if the Customer: (i) becomes insolvent (as defined in Condition 15(b)); or (ii) suffers<br />
or allows <strong>an</strong>y execution, whether legal or equitable, to be levied on its property or obtained against it; or (iii) fails to observe or perform <strong>an</strong>y of its obligations<br />
under the Contract or <strong>an</strong>y other contract it has with the Comp<strong>an</strong>y; or (iv) encumbers or in <strong>an</strong>y way charges <strong>an</strong>y of the Goods.<br />
(e) The Comp<strong>an</strong>y may recover payment for the Goods notwithst<strong>an</strong>ding the fact that ownership of <strong>an</strong>y of the Goods has not passed from the Comp<strong>an</strong>y to the<br />
Customer.<br />
(f) The Customer gr<strong>an</strong>ts, <strong>an</strong>d in the case of third parties shall procure, the Comp<strong>an</strong>y <strong>an</strong>d its agents <strong>an</strong>d employees <strong>an</strong> irrevocable licence at <strong>an</strong>y time to access <strong>an</strong>d<br />
enter <strong>an</strong>y premises where the Goods are or may be stored to inspect, repossess <strong>an</strong>d remove them.<br />
(g) Where the Comp<strong>an</strong>y is unable to determine whether <strong>an</strong>y Goods are the goods in respect of which the Customer’s right to possession has terminated, the<br />
Customer shall be deemed to have sold all goods of the kind sold by the Comp<strong>an</strong>y to the Customer in the order in which they were invoiced to the Customer.<br />
(h) Should the Comp<strong>an</strong>y repossess <strong>an</strong>y Goods or the Customer delivers up <strong>an</strong>y Goods, in accord<strong>an</strong>ce with this Condition 11, the Contract in respect of those<br />
particular Goods is rescinded.<br />
(i) On termination of the Contract, howsoever caused, the Comp<strong>an</strong>y’s rights contained in this Condition 11 shall remain in effect.<br />
12. Sizes <strong>an</strong>d Weights etc.<br />
(a) All sizes stated by the Comp<strong>an</strong>y or a m<strong>an</strong>ufacturer are subject to dimensional toler<strong>an</strong>ces in accord<strong>an</strong>ce with the appropriate BSS.<br />
(b) The Comp<strong>an</strong>y may deliver to the Customer <strong>an</strong> excess <strong>an</strong>d/or deficiency of up to 10% of the weight or volume it agrees to deliver without <strong>an</strong>y liability to the<br />
Customer <strong>an</strong>d in such circumst<strong>an</strong>ces the Price payable by the Customer shall be adjusted accordingly.<br />
13. Pallets <strong>an</strong>d Packaging<br />
(a) The Comp<strong>an</strong>y may charge for <strong>an</strong>y packaging provided on a time <strong>an</strong>d materials basis. Charges levied by the Comp<strong>an</strong>y for crates, cases, pallets or aggregate<br />
bags will be credited if reusable items in good condition are returned to the Comp<strong>an</strong>y carriage paid within 28 days of delivery. Polythene sacks are nonreturnable.<br />
(b) The Customer is solely responsible for the disposal of <strong>an</strong>y waste arising from the Goods once delivered <strong>an</strong>d will comply with all applicable laws, regulations<br />
<strong>an</strong>d waste m<strong>an</strong>agement licences relating to such waste.<br />
14. Force Majeure<br />
The Comp<strong>an</strong>y may defer the date of delivery or c<strong>an</strong>cel the Contract or reduce the volume of Goods ordered by the Customer (without liability) if it is prevented<br />
from or delayed in performing due to circumst<strong>an</strong>ces beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national<br />
emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or<br />
restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.<br />
15. Default <strong>an</strong>d Termination<br />
(a) If the Customer becomes insolvent or commits <strong>an</strong>y breach of the Contract the Comp<strong>an</strong>y may, without prejudice to its other rights, stop <strong>an</strong>y Goods in tr<strong>an</strong>sit<br />
<strong>an</strong>d/or suspend further deliveries <strong>an</strong>d by notice in writing to the Customer terminate the Contract.<br />
(b) For the purposes of Conditions 11(d) <strong>an</strong>d 15(a) “insolvent” me<strong>an</strong>s the Customer becoming unable to pay its debts within the me<strong>an</strong>ing of Section 123 of the<br />
Insolvency Act 1986, the levying of the threat of execution or distress on <strong>an</strong>y property of the Customer, the appointment of a receiver or administrative receiver<br />
over all or <strong>an</strong>y part of the Customer’s property, a proposal for a voluntary arr<strong>an</strong>gement or compromise between the Customer or its creditors whether pursu<strong>an</strong>t to<br />
the Insolvency Act 1986 or otherwise, the passing of a resolution of voluntary winding-up or summoning a meeting to pass such a resolution other th<strong>an</strong> for the<br />
purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for the winding-up of the Customer or <strong>an</strong> administration order in relation to<br />
the Customer, the Customer ceasing or threatening to cease to carry on its business or the Comp<strong>an</strong>y reasonably contemplating that <strong>an</strong>y of the foregoing will occur.<br />
(c) If the Comp<strong>an</strong>y is entitled to terminate the Contract under Condition 15(a) the Customer’s licence to sell in Condition 10(ii) ends automatically <strong>an</strong>d the Comp<strong>an</strong>y<br />
may, without prejudice to its other rights: (i) in the case of <strong>an</strong>y sale involving more th<strong>an</strong> one delivery forthwith suspend <strong>an</strong>y further deliveries; (ii) dem<strong>an</strong>d<br />
immediate payment of all sums then payable by the Customer regardless of whether the Customer is in default of the contract under which such sums are payable,<br />
including such sums not yet due.<br />
16. Patent <strong>an</strong>d Trade Marks<br />
(a) No representation is made or warr<strong>an</strong>ty given that <strong>an</strong>y Goods supplied do not infringe <strong>an</strong>y letters patent, trademarks, registered designs, or similar industrial or<br />
intellectual property rights.<br />
(b) The Customer will unconditionally fully <strong>an</strong>d effectively indemnify the Comp<strong>an</strong>y against all losses, damages, costs or expenses awarded against or incurred by<br />
the Comp<strong>an</strong>y in connection with or paid or agreed to be paid by the Comp<strong>an</strong>y as a consequence of the Comp<strong>an</strong>y supplying Goods to specifications or designs<br />
provided by or on behalf of the Customer, including in settlement of <strong>an</strong>y claim for infringement of <strong>an</strong>y patents, copyright, design, trademark or <strong>an</strong>y other industrial<br />
or intellectual property rights of <strong>an</strong>y other person.<br />
17. Notices<br />
Any notice under or in connection with the Contract shall be in perm<strong>an</strong>ent readable form <strong>an</strong>d shall be deemed properly delivered if addressed to the party<br />
concerned at its principal place of business or last known address <strong>an</strong>d sent by first class pre-paid post. Such notice shall be deemed to be delivered 48 hours after<br />
posting<br />
18. Disputes <strong>an</strong>d Set-Off<br />
Any liability of the Comp<strong>an</strong>y under the Contract shall be subject to <strong>an</strong>d conditional upon the due perform<strong>an</strong>ce <strong>an</strong>d observ<strong>an</strong>ce by the Customer of all its<br />
obligations under these Conditions <strong>an</strong>d the Customer may not withhold or delay payment or exercise <strong>an</strong>y rights of set-off whatsoever <strong>an</strong>d howsoever arising which<br />
might otherwise be available to it.<br />
19. Waiver<br />
No failure or delay on the part of the Comp<strong>an</strong>y to exercise <strong>an</strong>y of its rights under the Contract shall waive of those rights, nor shall <strong>an</strong>y single or partial exercise of<br />
such rights preclude their further exercise. Any waiver by the Comp<strong>an</strong>y of <strong>an</strong>y breach by the Customer of <strong>an</strong>y of its obligations under the Contract shall not affect<br />
the rights of the Comp<strong>an</strong>y if there is <strong>an</strong>y further or additional breach.<br />
20. Health & Safety<br />
Certain Goods could, if incorrectly used, give rise to risks to health <strong>an</strong>d safety. Information in respect of such Goods is available from the Comp<strong>an</strong>y. The Customer<br />
undertakes that it shall ensure compli<strong>an</strong>ce so far as is reasonably practicable by its employees, agents, licensees <strong>an</strong>d customers with <strong>an</strong>y instructions given by the<br />
Comp<strong>an</strong>y or the m<strong>an</strong>ufacturer for the purpose of ensuring that the Goods are safe <strong>an</strong>d without risk to health when properly used <strong>an</strong>d will take <strong>an</strong>y other steps or<br />
precautions, having regard to the nature of the Goods, as are necessary to preserve the health <strong>an</strong>d safety of persons h<strong>an</strong>dling, using or disposing of them.<br />
21. Severability<br />
Each <strong>an</strong>d every obligation contained in these Conditions is a separate obligation <strong>an</strong>d if <strong>an</strong>y provision of these Conditions is found by <strong>an</strong>y court, tribunal or<br />
administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such<br />
illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable <strong>an</strong>d the remaining Conditions <strong>an</strong>d the remainder of such<br />
provision shall continue in full force <strong>an</strong>d effect. If <strong>an</strong>y illegal, invalid, void, voidable, unenforceable or unreasonable provision would be valid, enforceable or legal<br />
if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid <strong>an</strong>d enforceable.<br />
22. Headings<br />
The headings in these Conditions are for convenience only <strong>an</strong>d shall not affect their interpretation.<br />
23. Governing Law<br />
(a) Subject to Condition 23 (b), the Contract shall be governed by <strong>an</strong>d construed in accord<strong>an</strong>ce with English law <strong>an</strong>d all disputes arising in connection with the<br />
Contract shall be submitted to the non-exclusive jurisdiction of the English Courts.<br />
(b) If the Customer is domiciled in Scotl<strong>an</strong>d (according to the Civil Jurisdiction <strong>an</strong>d Judgements Act 1982) or Goods are delivered to the Customer in Scotl<strong>an</strong>d, the<br />
Comp<strong>an</strong>y may elect that the Contract shall be governed by <strong>an</strong>d construed in accord<strong>an</strong>ce with Scottish law <strong>an</strong>d/or all disputes arising in connection with the<br />
Contract shall be submitted to the jurisdiction of the Scottish Courts.<br />
24. Credit Search<br />
The Comp<strong>an</strong>y will make a search with a Credit Reference Agency, who will keep a record of that search <strong>an</strong>d will share the information with the Comp<strong>an</strong>y <strong>an</strong>d<br />
other businesses. In some inst<strong>an</strong>ces the Comp<strong>an</strong>y may also make a search on the personal credit file of principal directors. The Comp<strong>an</strong>y may also pass or share<br />
Customer information with carefully selected third parties for the purposes of <strong>account</strong> opening, credit vetting <strong>an</strong>d <strong>account</strong> m<strong>an</strong>agement. Should it become<br />
necessary to review <strong>an</strong> <strong>account</strong>, then again a credit reference may be sought <strong>an</strong>d a record kept. The Comp<strong>an</strong>y will monitor <strong>an</strong>d record information relating to<br />
Customer trade perform<strong>an</strong>ce <strong>an</strong>d such records will be available to Credit References Agencies who will share that information with other businesses when<br />
assessing applications for credit <strong>an</strong>d fraud prevention. For the purposes of credit referencing the Comp<strong>an</strong>y may also share information with other businesses.<br />
25. Assignment<br />
The Customer may not assign the Contract without the prior written consent of the Comp<strong>an</strong>y. The Comp<strong>an</strong>y may assign or sub-contract the Contract or <strong>an</strong>y part of<br />
it to <strong>an</strong>y person, firm or comp<strong>an</strong>y.<br />
26. No Rights to Third Parties<br />
Subject to Condition 25, the parties to the Contract do not intend that <strong>an</strong>y of it terms are enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by<br />
<strong>an</strong>y person that is not a party to it.<br />
27. Guar<strong>an</strong>tee of Sums Due<br />
(a) Where <strong>an</strong>y person or persons (“the Guar<strong>an</strong>tor”) agree to guar<strong>an</strong>tee the perform<strong>an</strong>ce of the Customer’s fin<strong>an</strong>cial obligations under the Contract that guar<strong>an</strong>tee<br />
(“the Guar<strong>an</strong>tee”) shall be <strong>an</strong> unconditional <strong>an</strong>d irrevocable guar<strong>an</strong>tee, it is made in consideration of the Comp<strong>an</strong>y making available to the Customer a credit<br />
<strong>account</strong>, it is a continuing security <strong>an</strong>d shall not be discharged by <strong>an</strong>y intermediate settlement of the Customer’s credit <strong>account</strong> nor shall it be affected by <strong>an</strong>y<br />
ch<strong>an</strong>ge in the Customer’s credit limit.<br />
(b) The Guar<strong>an</strong>tee shall enure for the benefit of the Comp<strong>an</strong>y, its successors <strong>an</strong>d assigns <strong>an</strong>d c<strong>an</strong> be assigned in whole or in part by the Comp<strong>an</strong>y without notice to<br />
the Guar<strong>an</strong>tor, its parent or ultimate parent comp<strong>an</strong>y or <strong>an</strong>y subsidiary of the ultimate parent comp<strong>an</strong>y.<br />
(c) Where there are two or more Guar<strong>an</strong>tors their obligations shall take effect as joint <strong>an</strong>d several obligations <strong>an</strong>d the Guar<strong>an</strong>tee shall not be revoked or impaired<br />
as to a Guar<strong>an</strong>tor by the death, incapacity or insolvency of <strong>an</strong>other.<br />
(d) Regardless of whether a Guar<strong>an</strong>tor ceases to be a director, employee, agent, or otherwise leaves the service of the Customer (notice of <strong>an</strong>y of which the<br />
Customer shall immediately give to the Comp<strong>an</strong>y), no Guar<strong>an</strong>tor shall be discharged or released from his obligations pursu<strong>an</strong>t to the Guar<strong>an</strong>tee unless <strong>an</strong>d until<br />
the Comp<strong>an</strong>y expressly confirms in writing that he is so discharged or released.<br />
(e) The Comp<strong>an</strong>y may, at its sole discretion, conditionally or fully release or discharge <strong>an</strong>y Guar<strong>an</strong>tor from his obligations under the Guar<strong>an</strong>tee or accept <strong>an</strong>y<br />
composition from or make <strong>an</strong>y other arr<strong>an</strong>gements with <strong>an</strong>y Guar<strong>an</strong>tor without releasing or discharging the other(s) or without prejudicing or affecting the<br />
Comp<strong>an</strong>y's rights <strong>an</strong>d remedies against them.<br />
Grafton Merch<strong>an</strong>ting GB Limited, Head Office: Gemini One, 5520 Oxford Business Park South, Cowley, Oxford, OX4 2LL<br />
Reg. in Engl<strong>an</strong>d No. 4725313 VAT Reg. No. GB 128 2526 76 Registered Office: PO Box 1224, Pelham House, C<strong>an</strong>wick Road, Lincoln LN5 5NH Part of Grafton Group PLC. June 2013