Last Updated: 3rd December 2024
These Terms and Conditions (“Conditions”) govern all orders for Goods placed with GRN Components Limited (“Seller”) by any purchaser (“Buyer”). Although these Conditions are primarily intended for business customers, if a consumer (i.e. a natural person acting for purposes other than those of a business) purchases any Goods through this website, then the Buyer’s transaction shall be governed by these Conditions subject to the mandatory rights afforded under applicable consumer protection law, which cannot be excluded.
1. Interpretation
1.1 In these Conditions:
“Seller” means GRN Components Limited.
“Buyer” means the person, firm, or company who accepts a quotation from the Seller or whose order is accepted by the Seller.
“Goods” means the products or components which the Seller is to supply to the Buyer as specified in the quotation or order.
“Contract” means the contract for the sale and purchase of the Goods.
“Force Majeure” means any event beyond the reasonable control of the Seller including (without limitation) acts of God, war, strikes, epidemics, natural disasters, or any legislative, regulatory, or administrative actions.
“Consumer” means a natural person acting for purposes which are wholly or mainly outside their trade, business, or profession. In transactions with a Consumer, statutory consumer rights apply, and nothing in these Conditions shall limit those rights.
“Business Buyer” means any Buyer that is not a Consumer.
1.2 Any reference in these Conditions to any statute shall be construed as a reference to that statute as amended or re‑enacted from time to time.
2. Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s written quotation (or other communication) and these Conditions, which shall govern the Contract.
2.2 No variation of these Conditions shall be binding unless agreed in writing by duly authorised representatives of both parties.
2.3 No representation regarding the Goods shall be binding on the Seller unless it is confirmed in writing and signed by at least two senior management-level employees or directors of GRN Components Limited. This measure is intended to ensure that only information that has been duly authorised is relied upon.
2.4 Any advice provided by the Seller regarding the storage, application, or use of the Goods shall be followed at the Buyer’s risk unless confirmed in writing by the Seller.
2.5 Any typographical or clerical error in any quotation, order, or document issued by the Seller shall be subject to correction without incurring any liability.
3. Orders and Specifications
3.1 The Buyer may submit an order via email, telephone, or through the website.
3.2 For orders submitted by email, the Seller may accept the order either by replying in writing confirming the order or by receiving an official purchase order document.
3.3 An order shall only be deemed accepted when the Seller confirms the order in writing through any of the accepted channels.
3.4 The Buyer is responsible for ensuring that all details of its order are accurate and complete, and for providing any necessary information to enable the Seller to supply the Goods.
3.5 The quantity, quality, and description of the Goods shall be those stated in the Seller’s quotation or the Buyer’s order, as applicable.
3.6 The Seller reserves the right to make modifications or enhancements to the Goods without prior notice so long as the modified Goods conform to the originally specified requirements.
3.7 Once an order is accepted and confirmed, it may not be cancelled without penalty:
a) For cancellations within a grace period of 7 calendar days from the original purchase order date (where applicable), a cancellation fee of at least 50% of the total order value shall be charged.
b) After the grace period, the cancellation fee shall be no less than 85% of the remaining order value.
c) For orders of custom or bespoke products (including custom markings, materials, finishes, or assemblies), no grace period applies and cancellation will incur a fee of 100% of the order value.
4. Price
4.1 The price of the Goods shall be as quoted by the Seller or, if no quotation exists, as determined by the Seller at the time of order acceptance. Prices are valid for 14 days or as stated in the quotation.
4.2 The Seller reserves the right to increase the price of the Goods before delivery to reflect any increased costs due to circumstances beyond the Seller’s control (e.g. exchange rate fluctuations, increased duties, or changes in material or labour costs).
4.3 The quoted price is exclusive of value‑added tax and any other applicable duties or charges.
4.4 Pricing Discrepancies and Post‑Contract Price Changes:
a) In the event of any discrepancy between the price displayed on the website and the Seller’s written quotation, the price in the Seller’s written quotation shall prevail.
b) Should there be a necessity to change the price after the Contract is formed—such as due to extreme fluctuations in exchange rates or an increase in the Seller’s own supplier costs—the Seller will notify the Buyer in writing. The Buyer shall then have 5 working days to either accept the revised price or reject it. Failure to respond within 5 working days shall be deemed acceptance of the price change, which will then apply in order for the Seller to deliver the Goods in a timely manner. If the Buyer rejects the price change, the Seller reserves the right to cancel the affected portion of the order.
5. Payment
5.1 The Seller shall invoice the Buyer prior to delivery unless a separate credit arrangement is in place. Payment shall be made in full by the due date specified on the invoice.
– For Buyers based outside the European Community: Payment must be received in full by bank transfer (T/T) prior to shipment. The Seller will provide complete banking details—including SWIFT/BIC codes and currency information—upon confirmation of the order.
– For all other Buyers: Payment may be made by bank transfer or via PayPal. In the case of PayPal payments (including credit or debit card transactions processed via PayPal), such payments will be accepted subject to PayPal’s applicable terms and conditions.
Notwithstanding any early delivery of the Goods, the originally agreed invoice due date shall remain unchanged unless the Buyer expressly agrees in writing to an acceleration of the payment schedule. However, if the Buyer specifically requests early delivery—whether in writing or by verbal confirmation—and the Seller accommodates that request, the invoice date shall become the day on which the Goods are shipped, and payment shall be due in accordance with that revised invoice date.
5.2 For Consumer transactions, nothing in these Conditions shall exclude any statutory rights regarding payment security or refund entitlements under applicable consumer law.
6. Delivery
6.1 Delivery dates are approximate and not guaranteed, and time for delivery is not of the essence. The Seller may, at its discretion, deliver the Goods before the estimated delivery date provided that the Buyer receives reasonable notice. Notwithstanding any early delivery, the invoice due date shall remain as originally agreed in the Contract unless the Buyer expressly consents in writing to an acceleration of the payment schedule or specifically requests early delivery (in which case the invoice date will be the day of shipment).
6.2 Non‑Delivery:
If the Seller fails to deliver any part of the Goods entirely—for reasons other than Force Majeure or the Buyer’s fault—the Seller’s liability shall be limited solely to the replacement of the non‑delivered item(s) or, at the Seller’s sole discretion, a refund of the purchase price corresponding only to the quantity of the missing item(s). This remedy shall be available only upon confirmation that the non‑delivery is attributable to the Seller’s fault and does not extend to situations of mere delay in delivery.
6.3 If the Buyer fails to take delivery or provide adequate delivery instructions, the Seller may store the Goods (with reasonable notice to the Buyer) and charge for storage costs and insurance, or sell the Goods and recover any shortfall in price after deducting reasonable expenses.
7. Risk and Property
7.1 Risk in the Goods passes to the Buyer on delivery or when the Buyer’s designated courier takes possession from the Seller’s premises.
7.2 Title in the Goods shall not pass to the Buyer until the Seller has received full payment for the Goods.
7.3 Until title passes, the Seller may, at any time, require the Buyer to return the Goods. Failure to do so may entitle the Seller to enter the Buyer’s premises to repossess the Goods.
7.4 The Buyer shall not pledge or charge any Goods which remain the property of the Seller.
8. Warranties and Liability
8.1 The Seller warrants that, subject to the conditions set out below, the Goods will conform to the manufacturer’s specifications at the time of delivery and will be free from defects for 12 months from the date of delivery.
8.2 The warranty does not apply:
a) To any defect arising from information, drawings, designs, or specifications provided by the Buyer.
b) To defects caused by fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions, misuse, or unauthorised alterations or repairs.
c) To parts or materials not supplied or manufactured by the Seller, for which the Buyer’s remedy is limited to the warranty provided by the third‑party manufacturer.
d) To the extent prohibited by law in Consumer transactions, nothing in this warranty shall limit the statutory rights of a Consumer.
8.3 Any claim regarding defects must be notified to the Seller within 21 days from the date of delivery. Failure to do so shall constitute acceptance of the Goods.
8.4 In the event of a valid claim, the Seller’s liability shall be limited to the replacement of the defective Goods or a refund of the purchase price for the defective item(s) only, at the Seller’s sole discretion. No further costs (including labour or modification costs) shall be recoverable.
8.5 Except in cases of death or personal injury resulting from the Seller’s negligence, the Seller shall not be liable for any indirect, special, or consequential damages, and its total liability shall not exceed the purchase price of the affected Goods.
8.6 The Seller’s obligations shall be suspended during any period of Force Majeure.
8.7 Warranties and Retrieval:
All warranties provided herein are based on the Seller’s standard RTB terms. Under no circumstance shall the Seller be liable for the retrieval or recovery of Goods once delivered, except as expressly provided herein.
9. Returns and Refunds
9.1 B2B Transactions:
a) Returns of non‑defective Goods are accepted solely at the Seller’s discretion and must be authorised in writing.
b) A restocking fee of 15% of the invoice value may apply for such returns.
c) Custom or bespoke products are non‑returnable.
9.2 B2C (Consumer) Transactions:
a) Consumers retain the statutory right to cancel and return Goods in accordance with applicable consumer protection laws (e.g. a 14‑day cooling‑off period for distance sales). In such cases, the Consumer shall be refunded the full purchase price and any standard delivery charges. If a premium or express delivery option was selected, only the standard delivery charges shall be refunded.
b) Any restocking fee or cancellation fee shall not apply if the right to cancel is exercised within the statutory period, except where the Goods are damaged beyond what is reasonably expected due to handling by the Consumer.
9.3 In all cases, the Seller reserves the right to refuse a return if the Goods have not been stored or handled according to the Seller’s guidelines.
10. Intellectual Property Rights
10.1 All intellectual property rights (including patents, designs, trademarks, copyrights, and any related documentation) in the Goods shall remain the exclusive property of the Seller.
10.2 The Buyer agrees not to copy, reverse engineer, decompile, or otherwise attempt to derive the source code or underlying structure of any Goods, except where such rights are expressly granted or required by law (for instance, for interoperability purposes).
10.3 For Consumer transactions, nothing in this clause shall prevent the Buyer from exercising any rights that are legally afforded under applicable law (for example, for repair or personal use).
11. Confidentiality
11.1 Each party agrees to keep confidential any non‑public, commercially sensitive information disclosed by the other party, including but not limited to product designs, pricing, and customer data (“Confidential Information”).
11.2 Confidential Information shall not include information which is:
a) Publicly known or becomes publicly available through no breach of these Conditions;
b) Rightfully received from a third party without any duty of confidentiality; or
c) Independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
11.3 The Buyer shall use Confidential Information solely for the purpose of performing its obligations under the Contract and shall not disclose it to any third party except where required by law.
11.4 These confidentiality obligations shall survive the termination of the Contract.
12. Indemnity and Exclusion of Liability
12.1 The Buyer shall indemnify and hold harmless the Seller, its officers, employees, and agents from and against any and all third‑party claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
a) the Buyer’s misuse, modification, or improper installation of the Goods;
b) any breach of these Conditions by the Buyer; or
c) any use of the Seller’s software or data outside the scope of the license granted herein.
12.2 Notwithstanding the foregoing, and to the maximum extent permitted by law, the Seller shall not be liable to the Buyer or any third party for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of the Goods—including any software, data, or digital content—even if such damages are attributable to the Seller’s negligence, except where such negligence results in death or personal injury.
12.3 In particular, for any Goods provided with embedded software or licensed data, the Seller’s sole remedy for any claim arising from any error, bug, or glitch (or any other defect), whether caused by negligence or otherwise, shall be, at the Seller’s sole discretion, either:
(a) the replacement of the affected software or data; or
(b) a refund of the purchase price attributable only to the affected item(s), provided that the affected item(s) are returned to the Seller.
13. Storage & Handling Requirements
13.1 The Buyer must store and handle the Goods in accordance with any guidelines or instructions provided by the Seller. Failure to do so may void the applicable warranty and relieve the Seller of any liability for defects or damage arising therefrom.
13.2 The Seller will supply the necessary storage and handling guidelines with the Goods or make them available by reference (e.g. in product documentation or on the website). Where no specific product documentation is available on the datasheet or website, it is recommended that the Goods be stored in the packaging provided by the Seller at a temperature between 18°C and 25°C with a relative humidity level below 60%.
14. Software, Firmware, and Portal Coverage
14.1 If the Goods include embedded software or firmware, the Seller shall, where available and at its sole discretion, provide bug fixes and patches for a period of 12 months from the date of supply. The Seller’s obligation to supply bug fixes and patches is limited to those defects or bugs that materially impair the functionality, safety, or Seller intended performance of the Goods. Minor bugs or issues that do not detrimentally affect the usability of the software shall not constitute a breach of this provision, and the Seller shall have no liability to provide a fix within any specific timeframe for such non‑material defects.
a) The Buyer is responsible for installing any available updates unless the fault lies with the Seller, in which case return costs shall be borne by the Seller.
b) Production firmware is supplied as tested and confirmed, and no further updates are guaranteed beyond those provided at delivery.
c) Beta firmware, if supplied, will be updated within a target period not exceeding four (4) weeks to ensure functionality. Should circumstances beyond the Seller’s reasonable control (including Force Majeure) prevent an update within this timeframe, the update period shall be extended accordingly. The status of firmware as ‘beta’ or ‘production’ will be clearly indicated on the product datasheet or website; any verbal or email confirmation shall not be deemed conclusive.
14.2 Access to any online portal provided by the Seller is offered on an “as is” basis. The Seller does not guarantee uninterrupted access, data security, or protection against data breaches. Any use of the portal is at the Buyer’s risk, and the Seller shall not be liable for any related losses.
14.3 For Consumer transactions, statutory rights regarding digital content quality shall apply.
14.4 Disclaimer of Liability for Generated Firmware and OTA Updates:
The software provided by the Seller is offered solely as a tool to assist in the generation of firmware files, and any over‑the‑air (OTA) updates supplied by the Seller are provided solely as an update tool. The Seller makes no warranty or representation, express or implied, as to the fitness, safety, or accuracy of any firmware file generated using the software or delivered via OTA updates. The responsibility for testing, verifying, and validating the firmware generated or updated—including ensuring its compatibility, safety, and proper integration into the applicable system—rests solely with the Buyer and any end‑user who accesses the programming portal or OTA updates. The Buyer acknowledges that any modifications to, or use of, the firmware generated by the software or OTA updates (including wiring decisions or integration into any vehicle’s or machinery’s electrical system) are made entirely at the Buyer’s risk. Under no circumstances shall the Seller be liable for any direct, indirect, incidental, consequential, or special damages, including any damages arising from the improper use or integration of the generated firmware or OTA updates, even if such damages result from defects in the software or update mechanism.
15. Export Control & Compliance
15.1 The Buyer shall comply with all applicable import, export, and trade regulations in connection with the Goods. This includes, but is not limited to, adherence to UK, EU, or other applicable export control laws and sanctions.
15.2 The Buyer shall not export, re‑export, or transfer the Goods to any country or entity subject to embargoes or sanctions without obtaining all necessary governmental approvals.
15.3 The Buyer shall indemnify the Seller for any costs, penalties, or damages incurred as a result of the Buyer’s breach of this export control provision.
16. Insolvency of Buyer
16.1 If the Buyer becomes insolvent, enters into a voluntary arrangement with creditors, or otherwise ceases or threatens to cease trading, the Seller may, at its discretion:
a) Cancel the Contract or suspend further deliveries;
b) Demand immediate payment of the outstanding balance; or
c) Repossess any Goods remaining the property of the Seller.
16.2 In such events, title in the Goods shall remain with the Seller until full payment is received.
17. General
17.1 Notices: Any notice under these Conditions must be in writing and delivered by first-class post or by email to the address notified by each party. Notices sent by post shall be deemed received on the second working day after posting, and notices sent by email shall be deemed received on the business day on which the email is sent, provided that a delivery receipt or confirmation of transmission is obtained. In the absence of such confirmation, the notice shall be deemed received on the next business day.
17.2 Waiver: A waiver by the Seller of any breach by the Buyer shall not be deemed a waiver of any subsequent breach.
17.3 Severability: If any provision of these Conditions is found to be unenforceable, the remaining provisions shall continue in full force and effect.
17.4 Dispute Resolution:
a) Any dispute arising out of or in connection with these Conditions shall be resolved by arbitration in accordance with the rules of the Chartered Institute of Arbitrators (2000 edition). The arbitration shall be conducted by a single arbitrator agreed by the parties or, failing such agreement, appointed by the President or Vice President of the Chartered Institute of Arbitrators within 14 days of a written request.
b) For Consumer transactions: Nothing in this clause shall prevent a Consumer from seeking redress through the courts or other statutory mechanisms if such alternative remedies are available under applicable consumer protection law.
17.5 Third-Party Rights: The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Conditions. No third party shall have any right to enforce any provision hereof.
17.6 Governing Law: These Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with English law.
For Business Buyers: These Conditions shall apply in full.
For Consumers: In the event you are purchasing as a Consumer, any provision of these Conditions that seeks to exclude or restrict your statutory rights shall be inapplicable to the extent required by law. In such cases, your statutory rights shall prevail.
18. Entire Agreement and Precedence of Seller’s Terms
These Conditions, together with any documents expressly incorporated herein, constitute the entire agreement between the parties. In the event that the Buyer’s order, purchase order, or any other communication contains terms or conditions that conflict with or add to these Conditions, such conflicting or additional terms shall have no force or effect unless and until expressly agreed to in writing by two senior management-level employees or directors of GRN Components Limited. By placing an order with the Seller, the Buyer expressly acknowledges and agrees that the Seller’s Terms shall prevail over any and all terms set forth by the Buyer.
By placing an order with GRN Components Limited, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.