In these conditions, unless the context requires otherwise:

“Buyer” means the company, firm, body or person purchasing the Goods.

“Goods” means the subject matter of the contract including (but not limited to) raw materials, finished or semi-finished materials or articles, parts, spares, commodities etc and whether one or a number of items whether or not identical or similar (including any such materials articles and commodities etc supplied in connection with the Services).

“Order” means a purchase order in respect of the Goods and/or Services issued by the Buyer to the Supplier on the Buyer’s official purchase order form, together with all documents referred to in it or submitted by the Supplier to the Buyer either verbally or in writing and in respect of which the Supplier will use all reasonable endeavours to confirm to the Buyer in writing.

“Services” means work and/or services or any of them to be performed by the Supplier for the Buyer pursuant to the Order.

“Supplier” means The Georgian Bar Company Limited (company number 04495426) whose registered office is at Whittington Hall Whittington Road Worcester WR5 2ZX and any subsidiary of the Supplier by which the Goods are sold.


  • The Supplier’s quotations are not binding on the Supplier and a contract (the “Contract”) will only come into being upon acceptance by the Supplier of the Order and the following conditions shall be deemed to be incorporated in the Contract.
  • The Contract will be subject to these All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect. Any variation of the Contract must be confirmed in writing by the Supplier.
  • Where Goods are to be supplied from stock, such supply is subject to availability of stocks at the date of
  • Tenders submitted by the Supplier shall remain open for acceptance for a period of 30 days from the date of the tender, unless in the tender some other period is specified or accepted or the tender is withdrawn by the Supplier.
  • These conditions apply to Services in the same way as they apply to


  • The price payable for the Goods shall be the ruling price as published in the price list current at the date of despatch of the Goods from the Supplier’s works.
  • There shall be added to the price for the Goods or Services any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the Goods or performance of the Services (whether initially charged on or payable by the Supplier or the Buyer).
  • All Goods are sold “ex works” unless otherwise stated. If the Supplier arranges or undertakes the carriage, freight, insurance and any other transport costs beyond the point of delivery, such costs shall be for the Buyer’s account and shall not affect the provisions of the Contract as to the passing of risk.
  • Quotations in a currency other than sterling are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.


  • Prices quoted are net and are in sterling unless otherwise
  • Subject to credit being approved, accounts are due for payment not later than 30 days following the date of invoice; otherwise payment must be received by the Supplier before delivery.
  • All payments shall be made without deduction or set-
  • When deliveries are spread over a period, each consignment will be invoiced as despatched and each month’s invoices will be treated as a separate account and be payable accordingly.
  • Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract shall entitle the Supplier to suspend further deliveries and work both on the same order and on any other order from the Buyer without prejudice to any other right the Supplier may have.
  • The Supplier also reserves the right to charge interest on overdue accounts, such interest to be calculated on a day-to-day basis on the amount outstanding at the rate of 4 per cent above the arithmetic average for each day of the published base rate of Barclays Bank Plc.
  • The Supplier reserves the right, where genuine doubts arise as to a Buyer’s financial position or in the case of failure to pay for any Goods or Services or any delivery or instalment as aforesaid, to suspend delivery or performance of any order or any part or instalment without liability until payment or satisfactory security for payment has been provided.
  • Where Goods are to be delivered outside the United Kingdom, payment must be made against delivery of the Goods or shipping documents, FOB UK port unless credit arrangements within the United Kingdom approved by the Supplier have been made.


  • Notwithstanding that risk in the Goods shall pass to the Buyer in accordance with clause 7, title to the Goods (whether separate and identifiable or incorporated in or mixed with other Goods) shall remain with the Supplier until payment in full has been received by the Supplier:
  • for those Goods;
  • for any other Goods supplied by the Supplier;
  • of any other monies due from the Buyer to the Supplier on any
  • Until title to the Goods passes to the Buyer under clause 1, the Buyer shall:
  • keep the Goods separately and readily identifiable as the property of the Supplier;
  • not attach the Goods to real property without the Supplier’s
  • Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Supplier and the Buyer only) be made by the Buyer as agent for the Supplier.
  • Goods shall be deemed sold or used in the order delivered to the
  • At any time before title to the Goods passes to the Buyer (whether or not any payment to the Supplier is then overdue or the Buyer is otherwise in breach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights):
  • retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;
  • require delivery up to it of all or any part of the
  • The Supplier may, at any time, appropriate sums received from the Buyer as it thinks fit notwithstanding any purported appropriation by the Buyer.
  • Each clause of this clause 4 is separate, severable and distinct and, accordingly, in the event of any of them being for any reason whatever unenforceable according to its terms, the others shall remain in full force and effect.


  • The Supplier warrants that it will (at the Supplier’s choice) either replace or refund the full purchase price of any Goods which are accepted by the Supplier as being defective or not in accordance with the Contract or any express description or representation given or made by or on behalf of the Supplier in respect of the Goods within a period of 10 years from despatch of such Goods from the Supplier’s works (the “Warranty Period”) save that this warranty shall not apply where the defect or fault is attributable to defective materials supplied by third parties where the Buyer’s only remedy will be against that third party.
  • In respect of Services, if the Supplier accepts within the Warranty Period that it has failed to execute the Services in accordance with the express terms of the Contract, the Supplier may, at its option, perform again such of the Services as have not been carried out in accordance with the express terms of the Contract or repay the Buyer the charge for such of the Services as have not been so performed (provided such charge shall have been paid to the Supplier by the Buyer).
  • The Buyer’s remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Goods or Services or any workmanship in relation to them (whether or not involving negligence on the part of the Supplier) shall, in all cases, be limited to repair, replacement, re-performance or refund of the purchase price as aforesaid and any condition or warranty implied by law shall cease to apply after the expiry of the Warranty Period.
  • The Supplier shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law.
  • A claim in respect of any defect or failure to comply with the specification or in respect of any delivery or instalment of any Order or any part of it shall not entitle the Buyer to cancel or refuse delivery of or payment for any other Order, delivery or instalment or any part of the same Order, delivery or instalment.


  • The dates for delivery of the Goods or the dates for carrying out the Services are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or The Supplier will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay in not substantial or if the delay or failure is due to act of God, fire, inclement or exceptional weather conditions, industrial action (whether at the Supplier’s premises or elsewhere), hostilities, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the Supplier’s control or of an unexpected or exceptional nature.
  • No delay shall entitle the Buyer to reject any delivery or performance or any further instalment or part of the Order or any other Order from the Buyer or to repudiate the Contract or the Order.


  • Unless the Contract otherwise stipulates, the risk in the Goods passes to the Buyer when the Goods are despatched from the Supplier’s works and the Supplier accepts no responsibility for any damage or loss in transit. Claims for damage or loss in transit should be made on the carrier and any conditions imposed by the carrier in relation to claims for damage or loss in transit should be complied with.
  • Where the Contract provides for delivery elsewhere than at the Supplier’s works, risk will pass at the point specified in the Contract and the Supplier will entertain a claim by the Buyer in respect of loss or damage in transit only if the Buyer:
  • gives written notice to the Supplier within 21 days of non-delivery or within seven days of the delivery of the Goods in any other case; and
  • where the Goods are transported by an independent freight carrier, complies in all respects with the freight carrier’s conditions of carriage for notifying claims for loss or damage in transit.


If for any reason the Buyer is unable to accept delivery of the Goods when the Goods are due and ready for delivery, the Supplier may arrange storage of the Goods at the Buyer’s risk and the Buyer shall be liable to the Supplier for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any other right which the Supplier may have in respect of the Buyer’s failure to take delivery of the Goods or pay for them in accordance with the Contract.


If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the court shall make an order that the Buyer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Buyer or if the Buyer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the court to make a winding-up order or if the Buyer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Buyer shall, in the opinion of the Supplier, become impaired or if the Buyer shall commit any breach of any part of the Contract, the Supplier may, without prejudice to its rights and remedies under these conditions, stop all Goods in transit and suspend further deliveries and by notice to the Buyer may terminate the Contract immediately.


  • Guages, weights, quantities and sizes will, so far as possible, be adhered to but reasonable excesses and deficiencies thereof shall be accepted by the Buyer, who shall not be entitled to reject any Goods or to require replacement of any Goods on the grounds that they are not precisely as specified.
  • Unless otherwise specifically agreed, all tests, test pieces and inspections whatever required by the Buyer will be charged extra. All tests and inspections (whether or not being tests of chemical composition) shall take place under the Supplier’s standard testing arrangements, and such tests shall be final. All tests are subject to analytical tolerances.


  • The Buyer shall indemnify the Supplier against all actions, costs (including the cost of defending any legal proceedings) claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Supplier with the Buyer’s instructions, whether express or implied.


The Buyer agrees, upon demand, to indemnify the Supplier against all losses, damages, injury, costs and expenses of whatever nature suffered by the Supplier to the extent that the same are caused by or related to:

  • designs, drawings or specifications given to the Supplier by the Buyer in respect of the Goods;
  • defective materials or products supplied by the Buyer to the Supplier and incorporated by the Supplier in the Goods; or
  • the improper incorporation, assembly, use, processing, storage or handling of Goods by the


Where the Buyer orders Goods or materials of a type, size or quality not normally produced by the Supplier or Services not normally performed by the Supplier, the Supplier will use all reasonable endeavours to execute the Order, but if it proves impossible, impracticable or uneconomical to carry out or complete the Order, the Supplier reserves the right to cancel the Contract or the uncompleted balance of it, in which event the Buyer will only be liable to pay for the part of it actually delivered or performed.


  • Where the Buyer supplies patterns, dies, tools, drawings or equipment, the Supplier shall be entitled to assume that the same are in good condition, true to drawing and entirely suitable to the Supplier’s methods of production and for the production of the Goods in the quantities required.
  • While the Supplier uses all reasonable endeavours to verify patterns, dies, tools drawings and equipment supplied by the Buyer, no responsibility is accepted by the Supplier for their accuracy.
  • All replacements, alterations and repairs to the Buyer’s patterns, dies, tools, drawings and equipment shall be paid for by the
  • Where the patterns, dies, tools, drawings and equipment are not supplied by the Buyer, only those which are specially made by the Supplier and separately charged to the Buyer in full, shall, when paid for by the Buyer, become property of the
  • Carriage on patterns, dies, tools and equipment supplied by the Buyer will be paid by the Supplier in one direction
  • The Suppliers will take all reasonable care of the Buyer’s patterns, dies, tools, drawings and equipment while in the Supplier’s possession but does not accept liability for loss or damage thereto, however arising, except where neglect on the part of the Supplier or its agents was the direct cause of loss or damage and in those circumstances the Supplier’s liability shall be limited to the actual cost of replacement or repair to the exclusion of all other expenses, consequential losses, loss of profits and other expenses, liabilities and losses however arising.
  • The Supplier reserves the right to destroy or otherwise dispose of patterns, dies, tools, drawings and equipment in is possession or custody (whether or not the property of the Buyer) from which the Buyer has not required Goods to be made for a period of 12 months or more in the case of patterns, and three years or more in all other cases.


  • Unless otherwise specified, packing cases and packing materials will be charged extra but, where stated to be returnable, will be credited in full on return to the Supplier’s works carriage paid in good condition, within one month of receipt by the

Buyer. Where not returnable, the Buyer will dispose of all packing in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.

  • The Supplier uses all reasonable endeavours to ensure, where necessary, suitability of packing before despatch, but no claim will be accepted by the Supplier for breakage or damage in transit on the ground of alleged unsuitability for packing.


  • None of the rights or obligations of the Buyer under the contract may be assigned or transferred in whole or in part without the prior written consent of the Supplier.
  • The Supplier shall be entitled to subcontract any work relating to the contract without obtaining the consent of, or giving notice to, the Buyer.

17.                 HEALTH AND SAFETY

The Buyer agrees to pay due regard to any information or any revised information whenever supplied by the Supplier (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the Goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of, and the Buyer undertakes to take such steps as may be specified by the above information to ensure that, as far as reasonably practicable, the Goods will be safe and without risk to health at all times as mentioned above. For those purposes, the Buyer is deemed to have been given a reasonable opportunity to test and examine the Goods before delivery.


  • Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission.
  • Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.


The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.


A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.


The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the [non-]exclusive jurisdiction of the English courts.