Standard Terms and Conditions for the Sale of Goods

Effective From: 20 August 2025

Our Terms and Conditions are outlined below:

1 Application of Conditions

The Seller agrees to sell, and the Buyer agrees to purchase, the Goods in accordance with any quotation or offer issued by the Seller and accepted by the Buyer, or any order placed by the Buyer and accepted by the Seller.

These Conditions shall apply exclusively to the Contract and shall override any other terms or conditions proposed or relied upon by the Buyer, unless otherwise agreed in writing by the Seller.

2 Interpretation

For the purposes of these Conditions:

  • “Business Day” means any day other than Saturday, Sunday, or UK bank holidays.

  • “Buyer” means the person or company purchasing goods from the Seller.

  • “Contract” means the agreement for the purchase and sale of goods in line with these Conditions.

  • “Goods” means the products supplied by the Seller, including parts or instalments.

  • “Seller” means GSS Fasteners Limited, Registered in England (No. 02651968), including employees and agents.

  • “Delivery Date” means the date agreed for delivery of the goods.

  • “Writing” includes email and other electronic communications.

Headings are for convenience only and do not affect interpretation. References to legislation include amendments or replacements.

3 Basis of Sale

The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller and no contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the goods or has accepted an order placed by the Buyer by whichever is the earlier of:

  • the Seller issues written acceptance, or

  • delivery of the goods takes place, or

  • the Seller issues an invoice.

Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

4 Orders and Specifications

No order submitted by the Buyer shall be considered accepted unless and until confirmed in writing by an authorised representative of the Seller.

The specification of the Goods shall be as set out in the Seller’s sales documentation, unless expressly varied in the Buyer’s order and agreed by the Seller. Goods will only be supplied in the minimum units (or multiples) stated in the Seller’s price list or as specified in the sales order. Orders placed in other quantities will be automatically adjusted. Any illustrations, photographs, or descriptions in catalogues, brochures, or other documents are for guidance only and shall not be binding on the Seller.

The Seller reserves the right to amend product specifications when required to meet applicable safety, statutory, or regulatory standards, or where such changes do not materially affect the quality or performance of the Goods.

Once accepted by the Seller, an order may not be cancelled by the Buyer without the Seller’s prior written agreement. Any such cancellation shall be at the Seller’s sole discretion and subject to the Buyer indemnifying the Seller in full for all resulting losses, including (but not limited to) loss of profit, labour and material costs, damages, charges, and expenses.

5 Price

The price of the Goods shall be as set out in the Seller’s quotation at the date the Buyer’s order is accepted, unless otherwise agreed in writing between the Seller and the Buyer.

Where a price is quoted other than in accordance with the Seller’s published price list, such quotation shall remain valid for seven (7) days only, or for any shorter period specified by the Seller.

The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to adjust the price of the Goods to reflect any increase in costs beyond the Seller’s reasonable control. Such factors may include (without limitation) foreign exchange fluctuations, changes in duties or taxes, increases in labour or material costs, amendments to delivery dates, changes in order quantities or specifications requested by the Buyer, or delays caused by the Buyer’s instructions or failure to provide adequate information.

Quantity discounts will be provided in accordance with the Seller’s published price list in effect at the time the order is accepted. Any settlement discount offered by the Seller will only apply where payment is received in full by the due date, in line with the payment terms of these Conditions, and where no other amounts owed by the Buyer are overdue.

Unless otherwise agreed in writing, all prices exclude transport charges but include standard packaging costs. Where special packaging is required, additional charges shall apply as agreed between the Seller and the Buyer.

All prices are exclusive of VAT and any other applicable taxes, levies, or duties imposed by a competent authority, which shall be payable in addition by the Buyer.

6 Payment

Unless otherwise agreed in writing, the Seller shall issue an invoice for the Goods on or after delivery. Where the Goods are to be collected by the Buyer, or the Buyer fails to take delivery as agreed, the Seller may issue an invoice once notice has been given that the Goods are ready for collection or delivery has been tendered.

The Buyer shall pay the full price of the Goods (less any agreed discount or credit) within 30 days of the invoice date, or in accordance with any alternative credit terms confirmed in writing by the Seller. Payment must be made in full without deduction, set-off, or counterclaim. Payment deadlines are strict, and time of payment is deemed essential to the Contract. Receipts will be issued on request.

All payments must be made to the Seller at the address or account details stated on the invoice or order confirmation.

The Seller is under no obligation to accept orders from Buyers who do not provide satisfactory credit references. If at any time the Seller is not satisfied with the Buyer’s creditworthiness, the Seller may, by written notice, withdraw credit terms. In such circumstances, all outstanding sums become immediately due and payable in cash, and no further goods will be delivered except against full payment in advance.

7 Delivery

Delivery of the Goods shall be made to the location in the United Kingdom specified in the Buyer’s order and confirmed by the Seller. If no delivery location is specified, the Buyer shall collect the Goods from the Seller’s premises once notified that the Goods are ready for collection.

Delivery dates are estimates only and are not guaranteed. Time of delivery shall not be of the essence unless expressly agreed in writing by the Seller. The Seller may deliver the Goods in advance of the agreed Delivery Date by giving reasonable notice to the Buyer.

Where the Goods are delivered in instalments, each instalment shall be treated as a separate contract. Any failure by the Seller to deliver one or more instalments, or any claim by the Buyer relating to one or more instalments, shall not entitle the Buyer to cancel or repudiate the Contract as a whole.

If the Buyer fails to take delivery of the Goods on the agreed Delivery Date, or fails to provide the necessary instructions, documents, licences, consents, or authorisations for delivery, the Seller may, after giving written notice, arrange storage of the Goods. In such cases:

  • risk in the Goods shall immediately pass to the Buyer;

  • the Goods shall be deemed to have been delivered in full compliance with the Contract; and

  • the Buyer shall be liable for all associated costs and expenses, including storage and insurance.

If the Buyer does not take delivery of the Goods within seven days of the Delivery Date, the Seller may resell or otherwise dispose of the Goods, without prejudice to its other rights under the Contract.

8 Non-Delivery

If the Seller fails to deliver the Goods or any of them on the Delivery Date, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available less the prices of the Goods.

Notwithstanding the preceding paragraph, the Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by Force Majeure (as set out in clause 17) or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

9 Inspection/Shortage

The Buyer shall inspect the Goods immediately upon delivery or collection. Where inspection is not possible, the delivery note or carrier’s note must be marked ‘not examined’.

The Seller shall not be liable for any damage or shortage that would have been apparent on reasonable inspection unless:

  • the Buyer provides written notice of the issue within three Business Days of delivery; and

  • the Goods remain available for the Seller to inspect before they are used, altered, or modified.

If a short delivery occurs, the Buyer must accept the Goods delivered as part performance of the Contract. A pro-rata adjustment to the price will be made, but the Buyer shall not reject the Goods.

Subject to these provisions, the Seller will make good any shortages or, where appropriate, replace Goods damaged in transit as soon as reasonably practicable. Beyond this, the Seller shall have no further liability for shortages or damage.

10 Risk and Retention of Title

Risk in the Goods shall pass to the Buyer as follows:

  • where the Goods are to be collected from the Seller’s premises, when the Seller notifies the Buyer that the Goods are ready for collection; or

  • where the Goods are to be delivered elsewhere, at the time of delivery; or

  • where the Buyer wrongfully fails to take delivery, when the Seller has tendered delivery of the Goods.

Notwithstanding the passing of risk, ownership of the Goods shall remain with the Seller until the Seller has received payment in full, in cleared funds, for the Goods and for any other sums owed by the Buyer to the Seller, regardless of how such indebtedness arose.

Until full payment is made:

  • the Buyer shall hold the Goods as bailee for the Seller, storing them separately, in suitable conditions, and clearly identifiable as the Seller’s property;

  • the Buyer shall keep the Goods insured against all reasonable risks; and

  • the Buyer shall not pledge or charge the Goods as security. If the Buyer does so, all outstanding sums owed to the Seller shall become immediately due and payable.

The Seller reserves the right to repossess Goods in which it retains title at any time without notice. The Buyer irrevocably authorises the Seller to enter its premises during normal business hours to repossess or inspect the Goods to ensure compliance with this clause.

The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer:

  • commits a material breach of these Conditions;

  • enters into a voluntary arrangement, scheme of arrangement, bankruptcy, liquidation, administration, or any insolvency proceedings under the Insolvency Act 1986; or

  • becomes subject to the appointment of a receiver, manager, administrator, or similar officer.

If the Goods are incorporated into or converted into other products while title remains with the Seller, ownership of such products shall vest in the Seller as if they were the original Goods. The Seller shall credit the Buyer for any sums received in excess of the price of the Goods, but nothing in this clause shall entitle the Buyer to return the Goods to the Seller.

11 Assignment

The Seller may assign, charge and subcontract the Contract or any part of it to any person, firm or company.

The Buyer shall not be entitled to assign, charge or subcontract the Contract or any part of it without the prior written consent of the Seller.

12 Defective Goods

If, on delivery, any Goods are found to be materially defective and the Buyer either lawfully refuses delivery or signs the delivery note ‘condition and contents unknown’ and provides written notice of the defect to the Seller within three Business Days, the Seller shall, at its sole option:

  • replace the defective Goods within fourteen days of receiving the Buyer’s notice; or

  • refund the price of the defective Goods.

Beyond this, the Seller shall have no further liability. Goods may not be rejected unless delivery is lawfully refused or proper notice has been given in accordance with this clause.

No Goods may be returned without the Seller’s prior written consent. Where return is permitted, and the Seller is satisfied that the Goods were defective in quality or condition in a way not detectable on inspection, the Seller will either replace the Goods free of charge or, at its discretion, refund or credit the Buyer the purchase price. In either case, the Seller shall have no further liability.

The Seller accepts no responsibility for defects caused by fair wear and tear, wilful damage, negligence, failure to follow instructions, misuse, alteration without consent, or other acts or omissions by the Buyer, its employees, agents, or third parties.

Except as expressly set out in these Conditions, and subject to statutory rights where the Goods are sold under a consumer sale, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Nothing in these Conditions limits the Seller’s liability for death or personal injury caused by its negligence, fraud, or any matter which cannot legally be excluded.

Subject to this, the Seller shall not be liable for any loss of profit, loss of business, indirect or consequential loss, or claims for compensation arising out of the supply, use, or resale of the Goods, whether caused by negligence or otherwise.

The Buyer is responsible for ensuring that its use or resale of the Goods complies with all applicable laws and regulations, and with any directions provided by the Seller or relevant authorities. The Buyer shall indemnify the Seller against all losses, liabilities, or damages arising from the Buyer’s failure to comply with this obligation.

13 Buyer’s Default

13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-

cancel the order or suspend any further deliveries to the Buyer;
appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of eight per cent per annum above Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

13.2 This Condition 13.2 applies if:-
the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or

the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or

an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

the Buyer ceases, or threatens to cease, to carry on business; or

the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capacity to fulfil its obligations under the Contract has been placed in jeopardy; or

the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

If any of the aforementioned Conditions 13.2 apply then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Each party shall be liable to pay to the other damages for any breach of the Contract and all expenses and costs incurred by that party in enforcing its rights under the Contract.

14 Limitation of Liability

Subject to Conditions 7, 8 and 13, the Seller’s entire financial liability to the Buyer, including liability for the acts or omissions of its employees, agents or subcontractors, applies in relation to:

  • any breach of the Contract;

  • any use or resale of the Goods, including modifications or incorporation into other products; and

  • any representation, statement or negligent act or omission arising in connection with the Contract.

All warranties, conditions and terms implied by statute or common law (other than those implied by section 12 of the Sale of Goods Act 1979) are excluded from the Contract to the fullest extent permitted by law.

Nothing in these Conditions shall exclude or limit the Seller’s liability for:

  • death or personal injury caused by the Seller’s negligence;

  • fraud or fraudulent misrepresentation; or

  • any matter for which it would be unlawful to exclude or limit liability.

Subject to the above, the Seller’s liability shall be restricted as follows:

  • the Seller’s total liability, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall not exceed the Contract price; and

  • the Seller shall not be liable for loss of profit, loss of business, loss of goodwill, economic loss (whether direct or indirect), or any indirect, consequential or special damages, however caused, arising out of or in connection with the Contract.

15 Confidentiality, Publications and Endorsements

The Buyer undertakes to the Seller that:

  • All information relating to the Contract, the Seller’s business, or its products shall be treated as confidential. Such information must not be used or disclosed to any third party without the Seller’s prior written consent. This obligation does not apply to information already in the public domain, except where it has entered the public domain as a result of the Buyer’s default.

  • The Buyer shall not use, nor permit others to use, any name, trademark, house mark, emblem, or symbol owned by or licensed to the Seller in any form (including on premises, stationery, business cards, advertisements, or other printed or digital materials) without the Seller’s prior written consent and, where relevant, the consent of the Seller’s licensor.

  • The Buyer shall take all reasonable steps to ensure its employees, agents, and representatives comply with these obligations.

These obligations of confidentiality and restricted use shall continue in full force and effect after the termination of the Contract.

16 Communications

All notices or communications relating to the Contract must be in writing and delivered by hand, sent by pre-paid first-class post, fax, or email.

  • Communications to the Seller shall be sent to its registered office, or to any other address notified to the Buyer in writing.

  • Communications to the Buyer shall be sent to its registered office (if a company) or, in any other case, to the address stated in the Contract documents or to any alternative address notified to the Seller in writing.

Communications shall be deemed received as follows:

  • if sent by pre-paid first-class post: two Business Days after posting (excluding the day of posting);

  • if delivered by hand: on the date of delivery;

  • if sent by fax or email before 4:00 pm on a Business Day: at the time of transmission, or otherwise on the next Business Day.

All communications addressed to the Seller should be marked “For the attention of the Managing Director.”

17 Force Majeure

If either party is prevented from fulfilling its obligations under this Contract (excluding obligations to make payment, accept delivery, or collect Goods) due to events beyond its reasonable control — including but not limited to war, national emergency, natural disasters, floods, earthquakes, strikes, or lockouts — that party shall not be treated as being in breach of the Contract.

The affected party must notify the other party immediately and take all reasonable steps to resume performance of its obligations as soon as possible.

This protection does not apply to strikes or lockouts initiated by the affected party itself.

If such circumstances continue for more than six months, the Contract will automatically terminate unless the parties agree otherwise in writing.

18 Intellectual Property

All intellectual property rights in or arising out of or in connection with the Goods shall be owned by the Seller. When Goods are supplied by the Seller in accordance with the Buyer’s specifications, the Buyer shall indemnify and keep indemnified the Seller against all costs, claims and expenses incurred by the Seller in respect of the infringement or alleged infringement by such Goods on an intellectual property belonging to third parties.

19 Waiver

No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

20 Severance

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

21 Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

22 Third Party Rights

This Contract is governed by and shall be interpreted in accordance with the laws of England. The parties agree that any disputes arising under or in connection with the Contract shall be subject to the exclusive jurisdiction of the English courts. No person who is not a party to this Contract shall have any rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.