Terms & Conditions

These terms and conditions do not affect your statutory rights.

In this agreement the following shall apply:


Definition Meaning
“Company Signatory” A person authorised by Us
“Consumer” Any natural person acting for purposes outside their trade, business or profession
“Contract” Any contract for the supply of goods incorporating these Terms
“Defect” The condition and or any attribute of the goods and / or any circumstances which, but for the effect of these Terms would have entitled you to damages
“Goods” Goods means the goods (or when the context permits Services) to be supplied by Us
“Delivery” Where the permitted context of Goods means Services, Delivery shall mean the execution of those agreed Services
“Terms” The terms set out in this document and any special terms agreed in writing between a Company Signatory and You
“We” and “Us” and “Our” Means Gracelands Complete Maintenance Services Ltd registered in England and Wales No.: 04713857
“You” and “Your” The person seeking to purchase Goods from Us

2.1 All orders are accepted by Us only under these Terms and they may not be altered – other than with the written agreement of a Company Signatory. Any contrary or additional terms, unless agreed, are excluded.
2.2 Quotations are invitations to treat only.
2.3 Orders may be cancelled only with the agreement of a Company Signatory and where a cancellation is agreed You will indemnify Us against all costs, claims, losses or expenses incurred as a result of that cancellation.
2.4 You shall be responsible to Us for ensuring the accuracy of the terms of any order including any applicable design drawing or specification provided to Us by You and for giving Us any necessary information relating to the Goods within a sufficient time to enable Us to perform the contract in accordance with its Terms.
2.5 / 2.5.1 It is Your responsibility to be fully conversant with the nature and performance of the Goods, including any harmful or hazardous effects their use may have.
2.5.2 Without prejudice to Clause 2.5.4. of these Terms whilst We take every precaution in the preparation of Our catalogues, technical circulars, price lists and other literature, these documents are for your general guidance only and statements included in these documents (in the absence of fraud on Our part) shall not constitute representations by Us and We shall not be bound by them.
2.5.3 If You require advice (including Health & Safety information) in relation to the Goods, a specific request for advice should be made accordingly.
2.5.4 We shall not be liable in respect of any misrepresentation made by Us, Our employees or agents to You, Your employees or agents as to the condition of the Goods, their fitness for any purpose or as to quantity or measurements, unless the representation is: Made or confirmed in writing by a Company Signatory and/or Fraudulent.
2.5.5 For the avoidance of doubt, Our liability for damages for misrepresentation (other than fraudulent) is excluded or limited by Clause 7 of these Terms.

3.1 The price is exclusive of VAT which shall be due at the rate ruling on the date of a VAT invoice.
3.2 Prices listed or quoted are based on costs prevailing at the time when they are given or agreed. We shall be entitled to adjust the price of the Goods as at the time of Delivery by such amount as may be necessary to cover any increase sustained by Us after the date of acceptance of your order and any direct or indirect costs of making, obtaining, handling, or supplying the Goods.
3.3 Prices quoted are applicable to the quantity specified and on the information provided by You at the time of order. In the event of orders being placed for lesser quantities, or if there is any change in specifications, delivery dates, or delay is caused by Your instructions, or lack of instructions, We shall be entitled to adjust the price of the Goods as ordered to take account of the variations.

4.1 Unless the sale is for cash, or other credit terms have been agreed with a Company Signatory, upon Delivery, all accounts are due for payment within 30 days of the date of Our respective invoice.
4.2 Late payment shall incur interest at 8% per annum, until the date of payment from the date upon which payment became overdue. Interest shall continue to accrue at that rate if We are then forced to take legal proceedings to recover the overdue payment. Without prejudice to the preceding, if You are acting in the course of a business then in the event of late payment We reserve the right to claim compensation and interest pursuant to the late payment of Commercial Debts (Interest) Act 1998 at the prevailing rate, at that time.
4.3 Credit terms may be withdrawn or reduced at any time at Our sole discretion.
4.4 Even if We have previously agreed to give you credit, we reserve the right to refuse to execute any order or contract if the arrangements for payment or your credit rating is not satisfactory to Us. In Our discretion we may require security satisfactory to Us or payment for each consignment when it is available and before it is despatched in which case Delivery will not be effected until We are in receipt of security or cleared funds so requested by Us.
4.5 In the case of short delivery, You will remain liable to pay the full invoice price of all Goods delivered.
4.6 You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim, which You may have, or allege to have, for any reason whatsoever.
4.7 We shall be entitled at all times to set off any debt or claim of whatever nature which we may have against You against any sums due from Us to You.

5.1 Delivery of goods will be effected when the goods leave Our premises whether carried by Us or an independent carrier, or the premises of Our suppliers when the goods are delivered direct from suppliers.
5.2 Agreed delivery dates for goods are given in good faith, but are estimates only.
5.3 Time for delivery of goods shall not be of the essence of the Contract.
5.4 For the avoidance of doubt, and without detracting from any other provisions of these Terms, We shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt any liability to any third party) resulting from any delay in delivery of the goods, or failure to deliver the Goods in a reasonable time.
5.5 We reserve the right to make delivery of goods by instalments and tender a separate invoice in respect of each instalment. Our failure to deliver any one or more instalments, or any claim by You in respect of any one or more instalments, shall not entitle You to treat the Contract as a whole as repudiated.
5.6 The price agreed includes Our normal delivery charges but We may make an additional charge if We incur further costs or expense such as (but not limited to): i) those caused by delivery of less than a full load ii) complying with Your request for delivery outside Our normal delivery pattern or trading by instalments iii) orders of small value which are not economical for Us to deliver free.
5.7 If the goods are to be deposited other than on Your private premises, You shall be responsible for compliance with all regulations, and for all steps which need to be taken for the protection at all times of persons or property.
5.8 You will indemnify Us in respect of all costs, claims, losses or expenses We may incur as a result of delivery in accordance with Your instructions.  This indemnity will be reduced in proportion to the maximum extent that such costs, claims, losses or expenses are due to Your negligence.

6.1 Risk in the goods shall pass to You when the goods are delivered.
6.2 The property in the goods shall remain with Us until You pay all sums due to Us, whether in respect of this Contract or otherwise.
6.3 Until title passes:
6.3.1 You acknowledge that You are in possession of the Goods as bailee and in a fiduciary capacity for Us until such time as the said goods are paid for in full by You.
6.3.2 You will be responsible for and adequately insure the Goods in the name of and for the benefit of Us or against loss or damage arising from any cause whatsoever in their full replacement value and shall produce to Us, on demand, the policies of such insurance and receipts for premiums paid thereon.
6.3.3 The goods shall be stored separately by You from any other goods in an area set aside for such purpose and stored in accordance with recommendations as may be made from time to time by Us.
6.3.4 We agree that You may use, or agree to sell the goods as principal and not as agents in the ordinary course of Your business subject to the express condition that at Our direction, the entire proceeds of any sale or insurance proceeds received in respect of the goods are held in trust for Us and not mixed with any other monies, or paid into an overdrawn bank account and, it shall, at all times, be identifiable as Our money.
6.3.5 You shall keep a separate account of the goods and supply upon request full details of any part of the goods which have been utilised or sold by You, Your employees or agents.
6.3.6 You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the goods.
6.4 You grant to Us, Our employees or agents an irrevocable licence to enter at any time any vehicle or premises owned or occupied by You or in Your possession for the purpose of repossessing and removing any Goods, the property in which has remained with Us by virtue of this clause. In this respect, We, Our employees or agents may use transport such as may be necessary to access said vehicles or premises owned or occupied by You and where the goods may be, or are believed to be, situated. Such costs occasioned pursuant to this clause shall be those costs as set out in clause 5.8 of these Terms.

7.1 Nothing in these Terms shall exclude or restrict Our liability for death or personal injury resulting from Our personal negligence or Our liability for fraudulent misrepresentation.
7.2 Subject to Clause 7.1 of these Terms, We shall not be liable by reason of any misrepresentation (unless fraudulent) or any breach of warranty condition or other term express or implied or any breach of duty (common law or statutory) or negligence for any damages whatsoever. Instead of liability in damages, We undertake liability under Clause 7.3 below.
7.3 Where but for the effect of Clause 7.2 of these Terms, You would have been entitled to damages against Us, We shall not be liable to pay damages but subject to the conditions set out in Clause 7.4. below shall at Our sole discretion, either repair the goods at Our own expense, or supply replacement goods free of charge or refund all (or where appropriate part) of the price of the Goods.
7.4 We shall not be liable under Clause 7.3. :
7.4.1 if the Defect arises from wear and tear.
7.4.2 If the Defect arises from wilful damage negligence, abnormal working conditions, misuse, alteration or repair of the goods, failure to maintain and /or failure to follow British Standard or industry instructions relevant to the goods or storage of the goods in unsuitable conditions (but this sub clause shall not apply to any act or omission on Our part.
7.4.3 Unless after discovery of the Defect We are given a reasonable opportunity to inspect the Goods before they are used, or in any way interfered with. For the avoidance of doubt, We acknowledge that the cost of suspending works, are relevant to the determination of what is reasonable opportunity and this sub-clause shall not apply to any works affecting the Goods, which it may be reasonably necessary to carry out in the interests of safety and/or emergency measures.
7.4.4 If the Defect would have been apparent on a reasonable inspection at the time of unloading, unless You advise Us by telephone immediately and written notice of any claim is given to Us within three working days of the time of unloading.
7.4.5 If the Defect is discovered within four months from the date of delivery, and not apparent at the time of unloading and You give Us written notice of the Defect within three working days of it being discovered.
7.4.6 If in any case the Defect is discovered more than four months from the date of delivery.
7.5 If the goods are not manufactured by Us, or have been processed or milled by a third party, whether or not at Your request, Our liability, in respect of any Defect in workmanship or materials of the goods, will be limited to such rights against the manufacturer or the third party as We may have in respect of those goods.
7.6 If the goods are manufactured, processed or milled by Us, to the design, quantity measurement or specification of You or Your agents then:
7.6.1 Subject to Clause 7.1. of these Terms, we shall not be under any liability for damages whatsoever under Clause 7.3. of these Terms as the case may be except in the event of: Fraudulent misrepresentation Misrepresentation where the representation was made or confirmed in writing by a Company Signatory Non- compliance with such design, quantity measurement or specification Breach of a written warranty signed by a Company Signatory that the goods are fit for that purpose; or A claim maintainable against Us pursuant to Clause 7.1. of these Terms
7.6.2 You will conditionally, fully and effectively indemnify Us against all loss damages, costs on an indemnity basis and expenses, awarded against, or incurred, by Us in connection with, or paid, or agreed to be paid, by Us in settlement of any claim for infringement of any patents, copyright design, trademark, or any other industrial intellectual property rights of any other person.
7.6.3 You will further, unconditionally, fully and effectively indemnify Us against all loss damages, costs on an indemnity basis and expenses, awarded against, or incurred by Us in connection with, or paid, or agreed to be paid by Us in settlement of any other claim arising from any such manufacturing processing or milling, including – but not limited to – any Defect in the goods. This indemnity will be reduced in proportion to the extent that such loss damage, costs and expenses are due to Our negligence.
7.7 You will unconditionally, fully and effectively. Indemnify Us against all loss damages, costs on an indemnity basis and expenses awarded against, or incurred by Us in connection with, or paid, or agreed to be paid by Us in settlement of any claim by any third party arising from the supply or use of the goods. This indemnity will be reduced in proportion to the extent that such loss damage, costs and expenses are due to Our negligence.
7.8 You (not being a Consumer) agree that where the goods became waste in accordance with Directive 2002/96/EC (including any amendments and re-enactments thereof) and all applicable Member State implementing regulations and laws (together known as the “WEEE Directive”). You agree to bear the responsibility for ensuring and financing all costs of collection, treatment, recovery and environmentally sound disposal of the goods in accordance with WEEE Directive. In addition You (not being a Consumer) also agree to bear responsibility for compliance with such requirements and financing all such costs in respect of any goods which are being replaced by goods as a new equivalent product or as a new product fulfilling the same function. Additionally, You agree to indemnify and hold harmless Us and any other person who is the producer of the goods within the meaning of the WEEE Directive from all such costs referred to in this clause.
7.9 Without prejudice to any other provisions in these Terms, in any event, Our total liability for any such claim, or for the total of all claims arising from any one act or default on Our part whatsoever arising (whether arising from Our negligence or otherwise), shall not exceed the purchase price of the Goods – the subject matter of any claim.

8.1 “Insolvent” means You becoming unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress of any of Your property; the appointment of a receiver or administrative receiver over all, or any part of, of Your property; a proposal for a voluntary arrangement or compromise between You and Your creditors, whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding-up or summoning a meeting to pass such a resolution other than for the purposes of a bona fide amalgamation or reconstruction, the presentation of a petition for Your winding-up, or for an administration order in relation to You. If you suffer any analogous step or proceedings under foreign law or You are ceasing, or threatening to cease to carry on Your business.
8.2 If You fail to pay the price of any goods on the due date or fail to pay any sum due to Us under any Contract on the due date or You become insolvent or if You are a limited company or partnership and there is a material change in Your constitution or You commit a material breach of this Contract and fail to remedy that breach, all sums outstanding between You and Us shall become immediately payable, and We shall be entitled to do any one or more of the following (without prejudice to any other right or remedy We may have):
8.2.1 require payment in cleared funds in advance of further deliveries
8.2.2 cancel or suspend any further deliveries to You under any Contract without liability on Our part
8.2.3 without prejudice to the generality of Clause 7 of these Terms exercise any of Our rights pursuant to that clause
8.3 If we reasonably incur third party costs, such as tracing or debt collection agency costs, or seek to take legal proceedings to enforce Our rights as a result of Your breach of this Contract – including but not limited to – recovery of any sums due. You will reimburse Us such reasonable agency costs or legal costs incurred on an indemnity basis.

9.1 This Contract shall be governed and interpreted according to the Law of England and Wales.
9.2 We shall not be liable for any delay or failure to perform any of Our obligations in relation to the Goods due to any cause beyond our reasonable control, including industrial action.
9.3 The waiver by Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach, nor as a waiver of any subsequent breach of the same, or any other provision.
9.4 If any clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable, the validity of the other clauses and sub-clauses of these Terms shall not be affected and they shall remain in full force and effect.
9.5 We may assign novate, or subcontract all or part of this Contract and You shall be deemed to consent to any novation. This Contract is personal to You and it may not be assigned by You.
9.6 Nothing in this Contract is intended to, or will grant any right, to any third party to enforce any Terms of this Contract. Be it express or implied.
9.7 Incorporation of Your business: Until You are informed in writing by Us that either the status of the account has been amended to a limited company or a fresh account opened all orders will continue to be debited to the account and You will remain responsible to Us.