Terms and Conditions
1. INTERPRETATION - In these conditions "The Seller" means Gem Supplies UK, its servants
and agents. "The Buyer" means any customer of the Seller. "The Goods" means products
manufactured or sold or supplied in connection with services of the Seller.
2. APPLICATION - These conditions form part of the contract except insofar as inconsistent with
the express terms thereof.
3. ACCEPTANCE OF ORDER - Any quotation must be accepted in writing by the buyer within 21 days
from the date of the quotation or such other period as may be stated in the quotation. Except
insofar as any acceptance shall by specific reference to these conditions require any variation
or modification of these conditions, it shall be deemed unqualified and shall not be deemed to
incorporate any other conditions of the Buyer notwithstanding that they are included in or
annexed to such acceptance.
Please note: Quantities on special production runs of printed matter will be subject to a
tolerance of plus or minus 10%.
4. CONFIRMATION OF ORDER - Notwithstanding acceptance of the quotation by the Buyer, no
contract shall arise unless and until the Seller gives written confirmation of the order to
5. INSTRUCTION - The quotation is conditional on the Buyer giving all necessary instruction
to enable all the Goods to be manufactured as quickly as possible following the making of the
contract. Any increase in cost of manufacturing resulting from failure to give instructions
of suspension of work at the Buyers request may at the opinion of the Seller be charged as an
addition to the contracted price.
6. PAYMENT - Payment of the contract price shall unless otherwise agreed in writing be made in
Pounds Sterling within 30 days from the invoice date or such other date as previously agreed in
writing. Time for payment of the price of the Goods shall be of the essence of the contract and
if the Buyer fails to pay the price when due in accordance with the provisions of these
conditions, the Seller may treat the Contract with the Buyer as repudiated and in addition,
without prejudice to such right the Seller shall be entitled to interest on the outstanding
amount of the price from the due date of payment until the price is paid in full at the rate of
4 per cent above the base rate of Lloyds TSB Bank plc from time to time. The Seller
shall be entitled to bring an action for the price whether or not the property in the Goods
7. CONTRACT PRICE - The price stated in the Sellers Order Acknowledgement is unless otherwise
stated therein, subject to alteration by the Seller and the actual price to be paid for the
Goods will be the Seller's current price ruling at the time of delivery of the Goods whether or
not the time be stated in acknowledgement provided that the Seller shall inform the Buyer in
writing of any increase in price and in the event the Buyer may be notice in writing within 14
days of the posting of such information by the Seller, cancel any undelivered balance which at
the date of receipt of the notice by the Seller is not prepared or in the course of preparation.
The Sellers price stated in the Order Acknowledgement is based on the insurance, carriage,
freight and any other charges prevailing at the date of the contract. The Buyer hereby agrees
to pay any increase in such charges arising after the date of contract insofar as the contract
price was inclusive of charges of such description.
8. FORCE MAJEURE - If the Seller is unable to make delivery of any Goods the subject matter of
a contract owing to act of God, the Queen's enemies, War, inability to obtain raw materials or
labour, Riots, Strikes, Lockouts or Civil Commotion or any cause whatsoever beyond its control
the contract in respect of any Goods undelivered thereunder may be cancelled by the Seller by
giving notice in writing to the Buyer and the Buyer shall have no claims against the Seller in
respect of such Goods.
9. LICENSES - The performance of the contract shall be conditional upon the granting and
issuing of import and or export licenses wherever necessary by the competent authorities.
10. DELIVERY DATE - The time, if any, stated for the delivery of the Goods shall not be the
essence of the contract and the Seller shall not be responsible for failure or delay in
delivery under the contract nor for any consequent losses arising therefrom.
11. CANCELLATION - The Buyer shall not be entitled to cancel the contract save as expressly
provided in these conditions if the Buyer shall make default in any payment or being an
incorporated company shall pass a resolution for winding up or a Court shall make an order to
that effect or not being an incorporated company shall have a receiving order made against them
or enter into any composition or arrangement with their creditors, the Seller may forthwith
cancel any future deliveries to the Buyer shall reply to the Seller any sums arising out of any
claim by the Seller for consequential loss or damage due to the said deliveries and any such
consequential loss or damage shall be ascertained as the date of cancellation as aforesaid.
12. FAILURE TO ACCEPT DELIVERY - If the Buyer fails to require delivery of the Goods or any
part thereof at the contract time for taking delivery, the Seller shall be entitled to cancel
that delivery and any or all other outstanding deliveries still to be made, in the event of
the failure of the Buyer to accept delivery of the Goods will be stored at the Buyer's risk
and storage charge may be made by the Seller.
13. DEFECTIVE GOODS OR MATERIALS - All goods are sold and or supplied by the Seller upon the
terms that no warranty condition representation or guarantee as to the quality or condition
of the said goods or their fitness for any particular purpose is given by the Seller nor is
such warranty condition representation or guarantee to be implied by statute common law or
otherwise. The seller shall not be responsible for any damage or loss howsoever arising
directly or indirectly or consequently out of Goods supplied or by reason of any failure of
Goods supplied to be suitable for any particular purpose or to comply with any specification or
formula. Even though the type samples serve to show only the approximate character of the Goods
as a whole the Seller accepts no liability for specific characteristics or properties of Goods
unless these have been expressly given. If written notice is given to the Seller within one
month of delivery of any defect Goods and the Seller agrees that the Goods are defective the
Seller will at his own opinion replace defective Goods or refund the purchase price of the
defective Goods. Defects in any delivery of Goods or materials shall not be ground for
cancellation of the remainder of the order of contract.
14. LIABILITY - All, if any, statements recommendations and advice given (whether before or
after this contract) by the Seller to the Buyer or its servants or agents as to any matter
relating to the Goods are given without liability on the part of the Seller and the Seller
hereby represents and warrants to the Buyer that no representation has been made to the Seller
by or on behalf of the Buyer before entering into the contract and no representation made to
the Seller by or on behalf of the Buyer has in any way induced the Seller to enter into the
contract. All descriptive advertising and other material issued by the Sellers based on the
Sellers experience and tests is believed to be reliable but no responsibility is accepted from
errors or for infringements of trademarks or copyrights.
15. TREATMENT OF GOODS AFTER DELIVERY - The Seller shall not in any way be liable for any injury
deleterious effects or consequential loss resulting from the application of any process treatment
or storage of the Goods after the delivery.
16. MATERIALS - If for any reason beyond the Sellers control the Seller is unable to obtain any
Goods or the materials which are necessary for the fulfilment of the contract, the Seller shall
not be liable for any damage and/or loss incurred through non-delivery.
17. RISKS - Goods sold hereunder shall be at risk of the Buyer from the time of delivery to the
Buyer or its agent or to a carrier for the purposive transmission to the Buyer.
18. PATENTS - No patent is granted or implied by the Seller and no warranty is given by the
Seller against infringement of the Patent of others. The Buyer shall be responsible for any
claim for infringement of Patents by third parties arising from the use of the Goods supplied
by the Seller.
19. RESERVATION OF TITLE -
a) The Seller continues to own all Goods supplied until the Buyer has
paid all debts due from the Buyer to the Seller. Until then:
1) The Seller shall hold the Goods as fiduciary bailee and shall store them separately
and in such a way that they can be identified as the Sellers and
2) The Seller may at any time demand that the Buyer return the Goods to the Seller and if
the Buyer fails to do so the Seller may enter the Buyers premises to take them back
without incurring any liability and without effecting the Buyers obligations to buy
b) Payment by cheque on counts when the cheque is cleared.
c) Without prejudice to all other rights and remedies which are (or would or might but for this
provision be) available to the seller in respect of Goods which become the subject to any
contract of sale the Seller shall in the event of sale or disposal to a third party of Goods
prior to the passing of the title thereto the Buyer has the right to trace and shall be
entitled of proceeds of such sale of disposal.
20. DAMAGE AND CLAIMS - Claims for damage and shortage, must be made in writing within 3 days
of receipt of Goods.
21. NON-DELIVERY - Claims for non-delivery of Goods must be made within 7 days of invoice.
22. LAW AND APPLICABLE - All contracts to which these Conditions apply will be construed
according to the Laws of England including English private international law.
23. HEADINGS - The headings of these Conditions are provided for the convenience only shall
have no effect on the interpretation thereof.
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