Terms & Conditions
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GUTHRIE GROUP LTD Trade Account Customer Terms & Conditions of Sale Applicable to Customers with an Approved Credit Account | Last updated: April 2026 |
These Terms and Conditions govern the supply of goods by Guthrie Group Limited ('GGL', 'we', 'us', 'our') to business customers who have been granted an approved credit account. By placing an order with us on credit terms, you agree to be bound by these Terms.
1. About Us
We are Guthrie Group Limited, registered in Scotland under company number SC 138693. Our registered office is at 2 Drummond Square, Brucefield Industry Park, Livingston EH54 9DH. Trading address: 2 Drummond Square, Brucefield Industry Park, Livingston EH54 9DH.Email: sales@guthriegroup.co.uk. Telephone: 01506 419167. VAT number: 634859895.
2. Application of These Terms
2.1 These Terms apply to all contracts for the sale of goods by GGL to any business customer with an approved credit account.
2.2 These Terms override any terms or conditions you seek to impose or incorporate. Any terms contained in any purchase order, order acknowledgement, confirmation, specification or other document issued by you are expressly rejected, and our acceptance of your order or dispatch of goods shall not constitute acceptance of any such terms.
2.3 No terms endorsed on or contained in your purchase order or other document shall form part of the contract merely because such document is referred to in the contract.
2.4 Any quotation, estimate, catalogue, website content, advertising or other descriptive material issued by us gives only an approximate idea of the goods and does not form part of the contract.
2.5 Any typographical, clerical or other error in any document or information issued by us shall be subject to correction without liability on our part.
2.6 "Contract" means any contract between GGL and you for the sale of goods incorporating these Terms.
3. Account Approval and Credit Status
3.1 Credit accounts are offered at our sole discretion.
3.2 Applications for a credit account will be assessed by our Administration & Quality Manager or another authorised representative of GGL.
3.3 We may carry out credit checks, request trade references, review company information and require any further information we reasonably consider necessary before opening or maintaining a credit account.
3.4 Unless otherwise agreed in writing: (a) the initial credit limit will be £500 — see Note below; and (b) payment terms will be 30 days from invoice date.
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📝 Note on Opening Credit Limit • For new customers an initial credit limit of £500 figure will generally apply at account opening. • This may be increased on application and by payment performance or at the discretion of Guthrie Group. |
3.5 We may monitor account performance and may increase, reduce, suspend or withdraw any credit limit or amend payment terms based on: (a) payment history; (b) trading performance; (c) outstanding exposure; (d) financial standing; (e) credit risk; or (f) any other factor we reasonably consider relevant.
3.6 Any extension of payment terms beyond the initial period shall be by negotiation and confirmed by us in writing.
3.7 Approval of a credit account does not oblige us to accept every order.
4. Orders and Contract Formation
4.1 Each order placed by you is an offer to purchase goods from us in accordance with these Terms.
4.2 An order shall only be accepted when we: (a) issue written acceptance; or (b) dispatch the goods — whichever occurs first.
4.3 Any acknowledgement of receipt of an order does not constitute acceptance.
4.4 We may refuse to accept or fulfil any order for any lawful reason, including where: (a) goods are unavailable; (b) there is an error in the price or product information; (c) your account is overdue; (d) the order would exceed your credit limit; (e) we reasonably believe there is an increased credit risk; or (f) we suspect fraud, misuse or unauthorised purchasing.
4.5 Any variation to an accepted order must be approved by an authorised representative of GGL and confirmed in writing.
4.6 You shall be responsible for ensuring the accuracy of the terms of any order submitted by you (including any applicable specification) and for giving us any necessary information in sufficient time to enable us to perform the contract.
5. Authority to Order
5.1 You confirm that any person placing an order on your behalf has authority to bind your business.
5.2 You are responsible for all orders placed by your employees, officers, agents or representatives using your account.
5.3 We are not bound by any internal order approval limits or purchasing restrictions you may apply internally unless expressly agreed by us in writing.
6. Price
6.1 The price of the goods shall be the price: (a) quoted by us; (b) shown on our website; or (c) otherwise notified by us — in force at the date of acceptance of the order.
6.2 Prices are in pounds sterling and are exclusive of VAT unless expressly stated otherwise.
6.3 Delivery charges, transport, insurance, unloading and any other ancillary charges shall be payable by you unless otherwise agreed in writing.
6.4 Any quotation or estimate issued by us is valid for 30 days from its date of issue unless stated otherwise.
6.5 Prices are subject to change without notice prior to acceptance of an order.
6.6 We are under no obligation to supply goods at an incorrect price where the pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing.
7. Payment
7.1 Payment is due in full within 30 days from invoice date, unless otherwise agreed by us in writing.
7.2 Time of payment is of the essence.
7.3 No payment shall be deemed received until we have received cleared funds.
7.4 All sums payable shall be paid without any deduction, set-off, counterclaim, discount, abatement or withholding unless required by law or ordered by a court.
7.5 If you fail to make payment when due, we may, without prejudice to any other right or remedy: (a) suspend further deliveries; (b) place your account on stop; (c) reduce or withdraw your credit limit; (d) require payment in advance for future orders; (e) cancel outstanding orders or quotations; and/or (f) terminate the contract or your credit account.
7.6 We may demand immediate payment of any or all outstanding sums owed by you, whether or not otherwise due for payment.
7.7 We shall be entitled to charge interest on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with any applicable compensation and reasonable recovery costs.
7.8 You shall indemnify us in respect of all reasonable costs incurred in recovering overdue sums, including debt recovery and legal costs where recoverable.
7.9 We may allocate payments received from you to such invoices or debts as we determine.
7.10 The format and method of delivery of our invoices shall be as determined by GGL.
7.11 If you wish to dispute any invoice, you must notify us in writing within 14 calendar days of the date of the invoice, stating the reasons. Where only part of an invoice is disputed, the undisputed amount shall be paid by the due date. We shall work with you in good faith to resolve any such dispute.
7.12 If we are not notified of a dispute in accordance with clause 7.11, the invoice shall be payable in full on the due date, and interest and recovery costs under clause 7.7 shall apply to any sum that remains unpaid.
8. Delivery
8.1 Unless otherwise agreed in writing, delivery shall take place at your place of business or such other delivery address as stated in our written acceptance.
8.2 Delivery is completed on arrival of the goods at the agreed delivery location.
8.3 Any dates quoted for delivery are estimates only. Time for delivery is not of the essence unless expressly agreed in writing.
8.4 If no delivery date is specified, delivery shall take place within a reasonable time.
8.5 We shall not be liable for any delay in delivery caused by: (a) events outside our reasonable control; (b) your failure to provide adequate delivery instructions; or (c) your failure to provide any information relevant to the supply of the goods.
8.6 We may deliver the goods by instalments. Each instalment shall be invoiced and paid for separately. Failure or delay in one instalment shall not entitle you to reject or cancel any other instalment.
8.7 A valid signature may be required on delivery.
8.8 Claims for shortages, incorrect delivery or goods visibly damaged in transit must be notified to us in writing within 48 hours of delivery. Claims for non-delivery must be notified within 7 days of the expected delivery date. Other defects discoverable on reasonable inspection must be notified within 7 days of delivery. We will have no liability for notifications made outside these periods, save where the defect could not reasonably have been identified within the relevant period.
8.9 The quantity recorded by us on dispatch shall be conclusive evidence of the quantity delivered unless you provide conclusive evidence to the contrary.
9. Failure to Accept Delivery
9.1 If you fail to accept delivery when the goods are ready, then except where caused by our breach: (a) delivery shall be deemed to have taken place; (b) risk shall pass to you; and (c) we may store the goods and charge you for all related costs including storage, insurance and redelivery.
9.2 If, after 30 days from the date delivery was first tendered, you have still not accepted delivery, we may sell or otherwise dispose of the goods and charge you for any shortfall below the contract price, together with reasonable storage and selling expenses.
10. Risk and Title
10.1 Risk in the goods passes to you on delivery or, where delivery is deemed to occur under clause 9, at the time delivery is deemed to occur.
10.2 Title to the goods shall not pass to you until we have received payment in full in cleared funds for: (a) the goods supplied under the relevant contract; and (b) all other sums due to us from you on any account whatsoever.
10.3 Until title passes, you shall: (a) hold the goods on a fiduciary basis as our bailee; (b) store the goods separately from all other goods held by you so they remain readily identifiable as our property; (c) keep the goods properly stored, protected, insured for their full replacement value and in satisfactory condition; (d) not remove, deface or obscure any identifying mark or packaging; (e) notify us immediately if any insolvency event listed in clause 19 occurs or is threatened; and (f) give us such information as we may reasonably require regarding the goods and your financial position.
10.4 Until title passes, you may resell or use the goods in the ordinary course of business. If you resell goods before title has passed, you shall hold the proceeds on trust for us to the extent of the amount outstanding and shall account to us for those proceeds on demand. If any insolvency event listed in clause 19 occurs or is threatened, we may require immediate delivery up of the goods.
10.5 We, our agents and employees have an irrevocable licence to enter any premises where the goods are or may be stored at any time to inspect or recover them.
11. Returns
11.1 Business customers have no automatic right to return non-faulty goods unless we agree otherwise in writing.
11.2 We may, at our discretion, allow return of non-faulty standard goods, subject to: (a) notice of intention within a specified period; (b) return within a specified period; (c) goods being undamaged, unused, in original packaging and fit for resale; and (d) payment of a handling or restocking fee.
11.3 Non-standard, bespoke or special-order goods may only be returned if we expressly agree in writing.
11.4 Goods may not be returned without our prior authorisation.
12. Quality and Warranty
12.1 We warrant that on delivery the goods shall: (a) conform in all material respects with their description; and (b) be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
12.2 Subject to clause 12.3, if: (a) you notify us of an alleged defect within a reasonable time after you discover or ought reasonably to have discovered it; (b) you give us a reasonable opportunity to inspect the goods; (c) you comply with any reasonable request or instruction from us; and (d) where requested, you allow us to collect or inspect the goods — then we shall, at our option: repair the defective goods; replace the defective goods; or issue a credit note or refund.
12.3 We shall have no liability for failure of the goods to comply with clause 12.1 if: (a) the defect arises from fair wear and tear; (b) the defect arises from wilful damage, negligence, misuse, abnormal storage or working conditions; (c) you fail to follow our instructions or the manufacturer's instructions; (d) you alter or repair the goods without our written consent; (e) you continue to use the goods after notifying us of the defect; (f) the defect arises from a specification supplied by you; or (g) the total price for the goods has not been paid by the due date.
12.4 Except as expressly set out in clause 12.1, and to the fullest extent permitted by law, all conditions, warranties and other terms implied by statute, common law or otherwise are excluded from the contract.
12.5 These Terms shall apply to any repaired or replacement goods supplied by us.
12A. Limitation of Liability
12A.1 Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded.
12A.2 Subject to clause 12A.1, we shall not be liable to you, whether in contract, tort (including negligence), misrepresentation, for breach of statutory duty or otherwise, for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of goodwill or reputation; (e) loss of anticipated savings; (f) loss or corruption of data; (g) business interruption; or (h) indirect, special or consequential loss — even if we have been advised of the possibility of such losses.
12A.3 Subject to clause 12A.1, our total aggregate liability to you arising out of or in connection with any contract or series of related contracts under these Terms, whether in contract, tort, misrepresentation or otherwise, shall not exceed the greater of: (a) the total price paid or payable by you for the goods giving rise to the claim; or (b) £25,000.
12A.4 We are not liable for losses that were not foreseeable at the time of contracting or that were not caused by our breach.
13. Product Suitability and Technical Information
13.1 You are solely responsible for ensuring that the goods are suitable for your intended use, application, operating environment and end purpose unless we have expressly agreed otherwise in writing.
13.2 Any guidance, recommendation, technical information, drawings, data, diagrams, specifications or assistance provided by us is given in good faith, but final selection and suitability remain your responsibility.
13.3 You are responsible for testing and verifying that the goods are suitable for your intended application and service conditions.
13.4 We are not responsible for the installation, integration, operation or use of any goods supplied unless expressly agreed in writing.
13.5 Where goods are manufactured, modified or supplied to your specification, you are responsible for ensuring that such specification is accurate, sufficient and does not infringe the intellectual property rights of any third party.
13.6 You shall indemnify us and keep us indemnified against all losses, costs, claims, damages and expenses (including legal costs) arising out of or in connection with: (a) any claim that our use of your specification infringes a third party's intellectual property rights; (b) any third-party claim arising from your misuse, modification, or onward supply of the goods; (c) your breach of any statutory duty in relation to the goods, including any duty under health and safety, product liability or consumer protection legislation; or (d) any claim arising from your failure to comply with clauses 14.1 to 14.5.
14. Safety, Compliance and Product Recalls
14.1 You shall comply with all written instructions, warnings, manuals and guidance supplied with the goods concerning their storage, handling, use and maintenance. Where a Safety Data Sheet (SDS) is provided or referenced, you must read, retain, and act on it.
14.2 For hazardous products (including chemicals, biocides, solvents, cleaners and disinfectants): you are responsible for conducting your own COSHH assessment before use. GGL provides SDS documentation; GGL does not provide COSHH assessments or risk assessments on your behalf. You must comply with the Control of Substances Hazardous to Health Regulations 2002 (COSHH) and the Classification, Labelling and Packaging Regulation (CLP).
14.3 For PPE: it is your statutory duty under the Personal Protective Equipment at Work Regulations 1992 (as amended) to risk-assess and select PPE appropriate to the specific hazard and the individual user. GGL supplies PPE products and product information; GGL does not provide hazard assessments or PPE specification advice. You must not rely on our product descriptions as a substitute for carrying out your own risk assessment.
14.4 For goods with a defined service life, inspection interval or expiry date — including fire extinguishers, first-aid kits and cabinets, eye-wash stations, fall-arrest and working-at-height equipment, and respiratory protective equipment — you are responsible for: (a) maintaining an inspection, servicing and replacement schedule in accordance with the manufacturer's instructions and applicable legislation; (b) ensuring that any statutory inspection or service records are kept; and (c) withdrawing from use and replacing any goods that have reached their service-life limit or that have been subjected to an impact, load or event that may have compromised their integrity.
14.5 Manufacturer declarations of conformity (UKCA/CE marking documentation) are available on request for applicable products. We do not guarantee that UKCA/CE documentation will be available for all products; please enquire before placing an order where this is a procurement requirement.
14.6 You shall ensure that your employees, contractors, agents and customers receive all relevant health and safety information relating to the goods.
14.7 You shall keep us properly informed of any complaints, incidents or safety concerns concerning the goods and shall cooperate fully with any investigation or corrective action.
14.8 We will endeavour to notify you promptly of any product recall or field safety action affecting goods we have supplied to you. You agree to provide all reasonable assistance in relation to any recall, including providing access to your records of onward supply where applicable.
15. Information on Website, Catalogue and Publications
15.1 We make reasonable efforts to ensure that details and information in our catalogues, website and other publications are accurate at the date of issue, but we give no guarantee as to their completeness or continued accuracy.
15.2 Images of goods and packaging are for illustrative purposes only. Colours, finish, dimensions and appearance may vary.
15.3 Samples, drawings, descriptive matter, technical data and advertising are issued only to give an approximate idea of the goods and shall not form part of the contract unless expressly incorporated.
15.4 We reserve the right to alter product details, specifications and information at any time prior to accepting an order.
16. Force Majeure
16.1 We may defer the date of delivery, cancel the contract, suspend supply, or reduce the volume of goods ordered without liability if prevented from or delayed in carrying on our business by an event outside our reasonable control.
16.2 Such events include, without limitation: act of God; fire, flood, storm or natural disaster; epidemic or pandemic; war, terrorism, civil commotion or riot; strikes, lock-outs or industrial disputes; transport disruption; power or telecommunications failure; breakdown of plant or systems; shortage of raw materials or stock; governmental action, sanctions, legislation or import/export restrictions.
16.3 Our obligations shall be suspended for the duration of the force majeure event.
16.4 The party affected by a force majeure event shall notify the other as soon as reasonably practicable, providing reasonable detail of the event and its likely duration, and shall use reasonable endeavours to mitigate the effect of the event.
16.5 If a force majeure event continues for more than 60 days, either party may terminate the affected contract by giving written notice to the other. On termination under this clause, we will refund any sums paid for goods not yet delivered. Neither party shall have any further liability to the other in respect of the terminated contract, save for rights and liabilities accrued before the force majeure event began.
17. Compliance with Laws and Data Protection
17.1 In performing our respective obligations, each party shall comply with all applicable laws, regulations and industry requirements.
17.2 Each party shall comply with applicable data protection legislation in relation to any personal data processed in connection with the contract.
17.3 We shall process personal data in accordance with our Privacy Policy, available at guthriegroup.co.uk/privacy-policy.
17.4 We may monitor or record telephone calls for training, quality control, verification of instructions and complaint handling. We do so on the basis of our legitimate interests. Full details are set out in our Privacy Policy.
17.5 GGL and you act as independent data controllers in respect of personal data exchanged in connection with your orders or account. Neither party acts as data processor for the other. Each party is individually responsible for complying with applicable data protection law in respect of the personal data it controls.
18. Confidentiality
18.1 Each party shall keep confidential any confidential information obtained from the other in connection with the contract and shall not disclose it except where necessary for performance of the contract, required by law, or with the other party's consent.
18.2 You shall treat as confidential all pricing, discount structures, credit terms and commercial information disclosed by GGL in connection with your account.
18.3 This clause shall not apply to information that is in the public domain other than through breach of this clause.
19. Suspension, Termination and Insolvency
19.1 We may suspend further supply, terminate the contract, cancel outstanding orders, or stop goods in transit without liability to you if: (a) you fail to pay any amount due on time; (b) you are in material breach of these Terms and fail to remedy the breach within 14 days of written notice; (c) you commit a breach incapable of remedy; (d) any distress, execution or diligence is levied against your assets and is not discharged promptly; (e) you suspend, threaten to suspend, cease or threaten to cease carrying on business; (f) you become insolvent or unable to pay your debts as they fall due; (g) any bankruptcy, winding-up, administration, receivership or similar process is commenced or threatened against you; (h) you propose or enter into any voluntary arrangement with your creditors; (i) your financial position deteriorates to an extent that, in our opinion, your ability to fulfil your obligations is placed in jeopardy; or (j) a secured lender takes steps to enforce security over your assets.
19.2 Termination or suspension shall not affect any rights or liabilities accrued before the date of termination or suspension.
19.3 On termination, all sums owed to us by you shall become immediately due and payable.
20. Notices
20.1 Any notice given by you to us under these Terms must be in writing and sent to the postal or email address notified by us for that purpose.
20.2 We may give notice to you by post or email using the contact details held on your account.
20.3 A notice shall be deemed received: (a) if sent by email, at the time of transmission provided no delivery failure message is received; or (b) if sent by post, two business days after posting within the UK.
21. Anti-Bribery, Modern Slavery and Sanctions
21.1 Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010, and shall have in place adequate procedures to prevent bribery.
21.2 Each party shall comply with all applicable modern slavery legislation, including the Modern Slavery Act 2015.
21.3 You shall not use or supply any goods purchased from GGL in breach of any applicable sanctions, export controls or trade restrictions. You shall not supply goods to any person, entity or destination subject to UK, US or EU sanctions.
22. General
22.1 Every right or remedy available to us is without prejudice to any other right or remedy available to us.
22.2 If any provision of these Terms is held invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force.
22.3 No failure or delay by us in exercising any right shall constitute a waiver of that or any other right.
22.4 No waiver of any breach shall be deemed a waiver of any subsequent breach.
22.5 You may not assign, transfer, charge, subcontract or otherwise dispose of any of your rights or obligations under the contract without our prior written consent.
22.6 We may assign, transfer, charge, subcontract or otherwise dispose of any of our rights or obligations under the contract.
22.7 Nothing in these Terms creates a partnership, joint venture or agency relationship between the parties.
22.8 No person who is not a party to the contract shall have any right to enforce any term of it.
22.9 These Terms, together with any documents expressly incorporated by reference and any written terms agreed by us, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, understandings and arrangements.
22.10 Each party acknowledges that it has not relied on any statement, representation, assurance or warranty not expressly set out in the contract, except that nothing in these Terms limits liability for fraud or fraudulent misrepresentation.
23. Variation of These Terms
23.1 We may revise these Terms at anytime.
23.2 The revised Terms will apply to all orders placed after the date on which notice of the change is given. Orders accepted before that date will be governed by the Terms in force at the time of acceptance.
23.3 If you do not wish to continue trading under the revised Terms, you may terminate your credit account by giving us written notice before the effective date of the change.
23.4 Continuation of trading after the effective date of any change constitutes acceptance of the revised Terms.
24. Electronic Signature and Counterparts
24.1 Where these Terms or any credit account application, agreement or document referenced herein is required to be signed, it may be signed by electronic signature, which shall be as effective as a handwritten signature.
24.2 These Terms and any associated documents may be executed in counterparts, each of which when executed shall constitute an original and all counterparts together shall constitute one document.
25. Governing Law and Jurisdiction
25.1 These Terms, the contract, and any dispute or claim arising out of or in connection with them shall be governed by the law of Scotland.
25.2 The Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any contract between the parties.