General Conditions of Sale

GreenTek Solutions Ltd & Ground-Guards Ltd (trading as GroundGuards)

Effective: June 2025

These conditions apply to all offline transactions with GreenTek Solutions Ltd and Ground-Guards Ltd. For online purchases, please refer to our Online Purchase Terms and Conditions.

1.1 In these Conditions:

• "Buyer" means the person, firm or company entering into the Contract with the Seller.
• "Goods" means the article(s), including any modification of the article(s), or any of them, which the Seller is to supply in accordance with these Conditions.
• "Seller" means GreenTek Solutions Ltd (CRN 08324565) and/or Ground-Guards Ltd (CRN 08324672), trading as GroundGuards, both with registered office at Rudgate, Walton, Leeds, West Yorkshire, LS23 7AU (as the case may be).
• "Conditions" means the standard terms and conditions of sale set out in this document and includes any special terms agreed in writing.
• "Contract" means the contract for the purchase and sale of the Goods or supply of the Services or both.
• "Ex Works" or "EXW" has the meaning given in Incoterms 2010.
• "Services" means the services (if any) described in the Buyer’s order or otherwise carried out under the Contract.
• "Data Protection Legislation" means the UK GDPR and the Data Protection Act 2018, including any successor legislation.
• "Writing" includes email and comparable electronic communication, or any document signed in writing.

2.1 The Seller shall sell and the Buyer shall purchase the Goods and/or acquire the Services subject to these Conditions, which shall govern the Contract to the exclusion of any other terms, including the Buyer's own.

2.2 No variation shall be binding unless agreed in Writing by a director of the Seller.

2.3 The Seller’s employees or agents are not authorised to make representations unless confirmed in Writing by the Seller.

2.4 Goods are not supplied on approval and may only be returned with the Seller’s express prior consent.

2.5 Any typographical or clerical error in documentation may be corrected by the Seller without liability.

3.1 A quotation is not an offer and may be withdrawn without notice. The Buyer’s order is an offer, accepted only upon confirmation by the Seller.

3.2 The Buyer is responsible for the accuracy and completeness of orders.

3.3 No cancellation is permitted without the Seller’s written agreement. The Buyer shall indemnify the Seller for all losses incurred.

3.4 The Seller may change specifications to meet statutory requirements or where the changes do not materially affect quality or performance.

3.5 Product details are as described in the Seller’s quotation.

4.1 Prices are as per the Seller’s quotation or, if none, the current price list. Export sales are subject to the export price list.

4.2 Prices may increase due to factors beyond the Seller’s control, changes requested by the Buyer, or delays caused by the Buyer.

4.3 Unless agreed otherwise in Writing, prices are ex works. Additional charges for transport, packaging, insurance and related costs apply.

4.4 All prices are exclusive of VAT and other applicable duties or taxes.

4.5 Payments must be made without set-off or withholding.

4.6 Finance arrangements are subject to the Seller’s prior written consent.

5.1 Payment is due on the delivery date or earlier if requested.

5.2 Payment is required whether or not delivery has occurred.

5.3 If payment is late, the Seller may:

• Cancel or amend credit terms.
• Suspend performance.
• Charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.
• Recover all costs of debt collection.

5.4 The Seller may require financial security.

5.5 Timely payment is a fundamental condition of the Contract.

5.6 Partial payments do not waive the balance unless confirmed in Writing.

6.1 Returns of wrongly ordered Goods are subject to the Seller’s written approval. Customised or modified Goods are non-returnable. The Buyer shall cover all associated costs.

7.1 Delivery within the UK is either collection or delivery to a specified location.

7.2 Services will be carried out at the location stated in the Contract.

7.3 Delivery and performance dates are approximate and not binding.

7.4 Early delivery or performance is permitted with reasonable notice.

7.5 Liability for delay is limited to repayment of any payment received.

7.6 The Buyer must provide suitable, safe and clean unloading facilities. The Seller may refuse to deliver or perform if facilities are unsuitable. Re-delivery costs are borne by the Buyer.

7.7 Each instalment of delivery or performance constitutes a separate contract.

8.1 Risk passes to the Buyer:

• Upon collection from the Seller’s premises.
• Upon delivery, or attempted delivery, if the Buyer fails to take delivery.

8.2 Title remains with the Seller until full payment is received.

8.3 Until title passes, the Buyer holds the Goods in trust and must store and insure them separately.

8.4 The Seller may enter premises to recover Goods prior to title passing.

8.5 If Goods are incorporated into other products, title extends to those products.

9.1 Nothing excludes liability for fraud, death or personal injury caused by negligence or other non-excludable legal requirements.

9.2 New Goods carry the manufacturer’s warranty.

9.3 Second-hand Goods are sold “as is” unless otherwise agreed in Writing.

9.4 The Seller is not liable for:

• Fair wear and tear, misuse or unauthorised modification.
• Warranty claims where payment is overdue.
• Hire use, unless stated.
• Warranty terms as per catalogue or quotation.

9.5 All implied terms are excluded to the fullest extent permitted by law.

9.6 The Buyer must inspect Goods upon delivery and report damage or defects within 3 days.

9.7 Remedies are limited to repair, replacement or refund at the Seller’s discretion.

9.8 The Seller is not liable for:

• Indirect, unforeseeable or consequential losses.
• Loss of profit, goodwill, business or similar.
• Loss caused by Buyer or third party.
• Events outside the Seller’s control.
• Liability exceeding the price of the Goods or Services concerned.

9.9 The Buyer shall indemnify the Seller against third party IP claims arising from the Buyer’s specifications.

9.10 The parties will seek to resolve disputes amicably and efficiently.

10.1 The Seller may terminate the Contract immediately if the Buyer becomes insolvent, bankrupt or otherwise unable to pay debts.

10.2 In such case, outstanding amounts become due immediately.

11.1 Each party will comply with all applicable requirements under the UK GDPR and the Data Protection Act 2018.

12.1 Notices must be in Writing and sent to the party’s registered or principal address.

12.2 References to legislation include any amendments or replacements.

12.3 Waiver of any breach is not a waiver of further breaches.

12.4 If any provision is held invalid, the rest remain effective.

12.5 Delay or leniency does not waive the Seller’s rights.

12.6 This Contract shall be governed by English law. The courts of England and Wales shall have exclusive jurisdiction.

12.7 Headings are for convenience and do not affect interpretation.

12.8 The Seller shall not be liable for failure to perform due to causes beyond its reasonable control including but not limited to:

• Natural disasters
• War or civil disturbance
• Government actions
• Strikes or labour issues
• Shortages of materials or transport
• Power or equipment failure
  

13.1 The Buyer is responsible for ensuring compliance with all applicable health and safety regulations relating to the Goods and Services and shall indemnify the Seller against any resulting claims or liabilities.

14.1 This clause applies to Goods exported from the UK.

14.2 The Buyer is responsible for compliance with import laws and for all duties, taxes and insurance.

14.3 Goods are sold Ex Works. Inspection must be conducted at the Seller’s premises prior to shipment. The Seller is not liable for damage post-dispatch.

14.4 Payment for export sales must be made in Sterling by telegraphic transfer or bankers draft prior to dispatch.