1 GENERAL
1.1 In these Conditions:
“Godiva” refers to GODIVA LIMITED or any of its subsidiaries or any other limited company whether privately or publicly owned or any firm, person, partnership or other organisation to whom Godiva may have assigned or delegated its rights hereunder or any of them whether expressly or by implication;
“the Customer” includes any company, corporation whether privately or publicly owned, firm, person, partnership, government department, branch or division of Her Majesty’s Services to whom the quotation is addressed, or with which Godiva enters into a contract for the supply to the Customer of goods or services;
“the Conditions” means the standard terms and conditions of sale set out in this document and including any special terms and conditions agreed in writing between Godiva and the Customer;
“the Goods” means all goods and, where the context so permits, includes services which are supplied to the Customer by Godiva under any contract between them.
1.2 Any reference in these Conditions to any provision of a statute or statutory instrument shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 All quotations issued by Godiva are accepted upon and subject to these Conditions and any qualification thereto contained in any written or printed document of the Customer relating to the Goods offered in the quotation shall be totally void unless expressly accepted in writing by a director or the secretary of Godiva.

2 ACCEPTANCE
2.1 The Customer shall, upon placing an order for the Goods specified in the quotation, be deemed to have accepted in full the Conditions to the exclusion of any conflicting terms or conditions put forward (whether with his order or otherwise) by the Customer, and be under obligation strictly to comply therewith.
2.2 A quotation by Godiva does not constitute an offer and Godiva reserves the right to withdraw or revise any quotation at any time prior to Godiva’s acceptance of the Customer’s order.
2.3 Godiva’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Godiva in writing. In entering into the contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representation which is not so confirmed and Godiva shall not be liable for any advice given by its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods unless such advice is confirmed in writing by Godiva.
2.4 No order which has been accepted by Godiva may be cancelled by the Customer except with the agreement in writing of Godiva and on terms that the Customer shall indemnify Godiva in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Godiva as a result of cancellation.

3 PRICE AND TERMS OF PAYMENT
3.1 Whilst Godiva will use its best endeavours to maintain the price or prices in the quotation, it does not undertake to absorb increases in the cost of raw materials, bought out materials, labour or any of them that have been brought about subsequent to and affect the subject matter of the quotation through reasons beyond the control of Godiva. In such instances Godiva reserves the right to deliver a fresh quotation to the Customer who shall be at liberty to accept or reject such quotation within fourteen days of receipt thereof such acceptance or rejection to be made in writing by the Customer provided that rejection shall not prejudice the existing rights of Godiva against the Customer in any way.
3.2 The price is exclusive of Value Added Tax and all other taxes and duties (apart from corporation taxes referable to income or capital gains of Godiva), which shall be payable by the Customer.
3.3 All freight charges are subject to variations beyond Godiva’s control and the right is therefore reserved to make such adjustments to any such charges specified in the quotation or specified in Godiva’s price lists to conform with circumstances obtaining at the date of dispatch from Godiva’s works as may be deemed in Godiva’s absolute discretion to be necessary.
3.4 Unless otherwise agreed, all prices are strictly nett, and invoices issued by Godiva must be paid in full within thirty days of the date thereon, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The Customer shall not be entitled to make any deduction from such payment or exercise any right of set-off or contribution howsoever arising. The time of payment of the price shall be of the essence of the contract.
3.5 In the event of any invoice remaining unpaid beyond this time, then, without prejudice to any other right or remedy available to Godiva, Godiva shall have the right to charge interest thereon at the current Bank Rate, plus 4%.
3.6 Godiva shall have an absolute discretion to refuse or limit the amount of credit given to the Customer or to limit or withhold deliveries without assigning any reason therefore notwithstanding anything to the contrary expressly or impliedly contained in the Conditions.

4 DELIVERY
4.1 Godiva does not accept any late delivery penalty clauses proposed by the customer without written consent from Godiva.
4.2 Any time of delivery given in the quotation shall be deemed to date from the receipt by Godiva of an official order from the Customer together with all drawings, specifications or other information necessary to enable Godiva to execute the order. All such times are estimates only, and whilst Godiva undertakes to use its best endeavours to maintain the quoted delivery, it shall in no way be liable for failure to despatch within such time unless a separate written guarantee signed by a director or secretary of Godiva shall have been expressly given to the Customer.
4.3 The time of delivery shall in any case be extended to a date reasonable in all the circumstances should failure to deliver be caused by the Customer’s instructions or lack thereof, or by any act of force majeure as defined in Clause 12.1 of these Conditions.
4.4 Unless otherwise agreed in writing the Goods are dispatched ex-works at the Customer’s expense.
4.5 Each part delivery or installment of the Goods despatched or services rendered shall be deemed to be sold under a separate contract and no default by Godiva in respect of any part delivery or installment shall entitle the Customer to treat the contract as repudiated as regards any balance or installment still remaining to be delivered.

5 IMPORT AND EXPORT
5.1 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
5.2 The Customer shall be responsible for complying with any legislation governing the exportation of the Goods and, in particular, the Customer shall:
5.2.1 not export outside the UK any Goods covered by the Export of Goods (Control) order 1994 (as amended) or the Export Administration Act 1979 (as amended) of the USA without obtaining all necessary licenses thereunder and shall not resell such Goods within the UK to a Purchaser knowing (or being given reasonable grounds to suspect by the purchaser) that the purchaser intends to export such Goods without first obtaining either such licenses or a copy of such licenses obtained by the purchaser.
5.2.2 impose on persons purchasing such Goods obligations corresponding to those set out above; and
5.2.3 keep all records relating to any such transaction for at least 4 years.

6 TESTS AND PERFORMANCE
Godiva will make any pump under construction available for witness test during final stage of manufacture. This test will be limited to confirming the rated performance and, unless otherwise agreed to at a time reasonably notified by Godiva and will, in the absence of the Customer, be deemed to have taken place in the presence of the Customer. Further tests can be carried out to the requirements of the Customer by prior arrangement and at previously agreed additional cost. Test certificates covering rated performance are available for all pumps manufactured by Godiva if called for by the Customer.

7 WARRANTY
7.1 From date of invoice all products manufactured by Godiva are guaranteed against any defect in material and workmanship for 24 months if a vehicle mounted pump (excluding integrated CAF versions) and 12 months for all other products. This guarantee is strictly limited to the replacement of any defective parts. If circumstances do not allow the defective parts to be refitted at Godiva’s premises, this guarantee is limited to the supply of the necessary replacement only. If a customer considers a part to be faulty under normal operating conditions, a replacement part will be identified, ordered, shipped and an invoice raised to cover the replacement part cost. The customer must return the faulty part to Godiva for inspection with carriage paid and using the RGA procedure (Returned Goods Advice). Ensuring an RGA number is issued by Godiva in advance of return and that this number is clearly identified on the paperwork returned with the part. On receipt of the faulty part Godiva will inspect and if in agreement that it is faulty the customer will be credited for the cost of the replacement part and carriage expenses incurred. In no case does Godiva bear expenses of any sort incurred outside Godiva’s premises. All warranty or repair work must be undertaken by Godiva, or its agent and any other work undertaken in relation to the Goods will render this guarantee void.
7.2 Notwithstanding Clause 7.1, Godiva shall be under no liability in respect of any defect in the Goods:
7.2.1 arising from or attributable to any drawing, design or specification supplied by the Customer;
7.2.2 arising from fair wear and tear, neglect, failure to follow Godiva’s instructions, misuse or improper alteration or repair of the Goods;
7.2.3 if the total price for the Goods has not been paid by the due date for payment; or
7.2.4 If the Customer fails to notify any claim in respect of any of the Goods which is based on a breach of the warranty in Clause 7.1 within 28 days after the discovery of the breach.
7.3 Subject to the foregoing, all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Goods (apart from terms implied as to title under the Sale of Goods Act 1979 or terms implied under the Consumer Protection Act 1987) are hereby excluded and Godiva shall be under no liability to the Customer for any loss (including loss of profits), damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of Godiva, its employees or agents save that Godiva accepts liability for death or personal injury caused by the negligence of Godiva.

8 TITLE TO THE GOODS
8.1 Notwithstanding delivery and the passing of risk in the Goods, the property, legal or beneficial, in the Goods shall only pass to the Customer when Godiva has received full payment for all sums then owed by the Customer to Godiva under any and all contracts between then.
8.2 Goods in respect of which the property has remained with Godiva shall be kept identifiable as those of Godiva, and the Customer shall at this own expense keep the Goods insured and, also at its own expense, shall immediately return such Goods to Godiva, or permit Godiva to enter into Customer’s premises to collect such goods should Godiva so request.
8.3 The risk of loss and damage to the Goods shall pass to the Customer immediately upon delivery.

9 PATENT AND DESIGN RIGHTS
9.1 Godiva will indemnify the Customer against any claim for infringement of Letters Patent, Registered Design, Trade Mark or Copyright (published at the date of the contract) by the use or sale of any article or material supplied by Godiva to the Customer and against all costs and damages which the Customer may incur in any action for such infringement or for which the Customer may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to Godiva’s having followed a design or instruction furnished or given by the Customer or the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to Godiva, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by Godiva. And provided also that this indemnity is conditional on the Customer’s giving to Godiva the earliest possible notice in writing of any claim being made or action threatened or brought against the Customer and on the Customer’s permitting Godiva at Godiva's own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. The Customer, on its part, warrants that any design or instruction furnished or given by the Customer shall not be such as will cause us to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of the Customer’s order.
9.2 All drawings, specifications or technical data of any description relating to Godiva's products or any of them remain the copyright of Godiva and must neither be used for any purpose other than for which they are supplied, nor reproduced nor copied, nor used for the purpose of manufacture without the consent in writing of Godiva.

10 TERMINATION
Godiva shall be entitled without prejudice to its other rights either to terminate wholly or in part any or every contract currently in existence between itself and the Customer or to suspend any further deliveries under any or every such contract without any liability to the Customer in any of the following events:
10.1 If any debt is due and payable to Godiva by the Customer.
10.2 If the Customer has failed to take delivery of any goods under any contract between it and Godiva otherwise than in accordance with the Customer’s contractual rights.
10.3 If the Customer becomes insolvent, or, being a body corporate, passes a resolution for voluntary winding up except where solely for the purpose of reconstruction or has suffered an order of the Court for its winding up to be made or has had a receiver appointed or being an individual or partnership has suspended payment wholly or in part of his or their debts, or has proposed or entered into any composition or arrangement with his or their creditors or has had a Receiving Order in Bankruptcy made against him or them, or has ceased, or threatens to cease, to carry on business.
10.4 In any case Godiva’s rights shall not be prejudiced or restricted in any way by any indulgence or forbearance extended to the Customer in respect of any breach of agreement hereinbefore specified, whether in this clause contained or otherwise, and no waiver by Godiva in respect of any such breach shall operate as a waiver in respect of any subsequent breach.

11 FORCE MAJEURE
11.1 Godiva shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of any Goods by Godiva being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond Godiva’s reasonable control including (but not limited to) Act of God, operation of laws or regulations of any government (including but not limited to the Export of Goods (Control) Order 1994 (as amended) and US Export Administration Regulations), war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, tempest, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of any goods or of raw materials therefore by Godiva’s normal source of supply or the manufacture of the Goods by Godiva’s normal means or the delivery of the goods by Godiva’s normal route or means of delivery.
11.2 If due to such circumstances or events Godiva has insufficient stocks to meet all its commitments Godiva may apportion available stocks between its customers at its sole discretion.

12 LEGAL CONSTRUCTION
12.1 Any matters of dispute arising between Godiva and the Customer shall be settled by reference to the laws of England and the Customer and Godiva shall each be deemed to accept the non-exclusive jurisdiction of the English courts.
12.2 Each party agrees and undertakes that it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other unless such information is public knowledge (other than by breach of this Condition) or is required to be disclosed by a court of competent jurisdiction.
12.3 If any provision or part of a provision of these Conditions shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions, all of which shall remain in full force and effect.
12.4 Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class registered post or email to the party concerned at its registered office or principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice. Notices sent by first class registered post shall be deemed to have being given seven days after despatch and notices sent by email shall be deemed to have been given on the day of despatch.

13 IMPORTANT
IN ALL CASES WHERE THE CUSTOMER HAS PLACED AN ORDER WITH GODIVA FOR GOODS OR SERVICES, THE CUSTOMER SHALL BE DEEMED TO HAVE READ AND UNDERSTOOD THE CONDITIONS OR ANY OF THEM AND NO SUBSEQUENT CONDUCT BY THE CUSTOMER OR GODIVA SHALL BE ADMISSIBLE AS EVIDENCE TO THE CONTRARY.