Member Terms & Conditions of Sale

Last Updated 21st June 2011

Recitals: Gainsmore Limited ("the Company") has been set up with the express purpose of recruiting Independent retailers to our buying group. This web site, www.gainsmore.co.uk, is designed to provide a range of services that will harness the power of the internet to benefit the membership.

Definitions

Supplier A supplier of goods or services to the independent retail sector who has been approved by the Company and has joined the programme with the intention of supplying its goods and services to the Members.

Gainsmore Members agree to the following:-

1. To check each monthly statement on-line and to notify the Company of any new item(s) to be disputed using the on-line facility provided and use their best endeavours to resolve the dispute with the Supplier(s) within a reasonable period.

   In default of such notice the Company's records shall be conclusive evidence of the transactions between the Member and Suppliers and the Member shall remain liable to the Company for payment of all sums so recorded.

2. To make payment to the Company by Direct Debit on the 20th of the month following the previous month's transactions, in default of which the price of all goods and services supplied on the Gainsmore account (including those on extended credit terms) and the price of goods supplied on any other account with the Company shall become immediately due and payable.
3. Should the Member cease trade as a retailer for any reason, including but not limited to the sale of its business, the price of all goods and services supplied on the Gainsmore account (including those on extended credit terms) shall immediately become due and payable.
4. Interest shall be payable on all accounts due and unpaid at the rate of 4% per annum above Barclays Bank PLC Base Lending Rate.
5. The Company may make an Administration Charge each time a Direct Debit is unpaid by the Member's bank or a cheque is dishonoured; the Administration Charge is £60.00 and may be increased from time to time at the Company's sole discretion.
6. The Member shall not make payment direct to any Supplier. In the event that any such payment is made the Member's liability to the Company shall not be affected and it shall be the responsibility of the Member to recover such payment from the Supplier.
7. In the event of the Gainsmore account, or any other account with the Company, being due and unpaid for any reason whatsoever, the Company reserves the right to advise Gainsmore Suppliers to cease deliveries under the Gainsmore programme to the Member.
8. Responsibility rests with the Member for:-

• Ordering goods from Suppliers
• Where applicable arranging for credits to be raised by Suppliers
• Requesting from Suppliers copy documents and/or proofs of delivery
• To comply with the suppliers own terms of trade.

9. The Member shall notify Gainsmore in writing of any change in the status of the Member as disclosed in the Account Application Form. For example but not limited to; the addition or retirement of a partner, a change of name or marital status, the incorporation of a limited company, or any other change as may limit or modify the liability of the person or persons named on the Account Application Form, in default of which that person or persons shall remain liable to the Company for the price of all goods supplied on the Gainsmore or any other account.
10. The Member shall open and maintain an Gainsmore account for each and every trading outlet of the Member.
11. The Company shall not be liable to the Member for defective goods supplied by the Supplier(s) or for any negligent act or omission on the part of the Supplier(s) or any consequential losses.

i)The Company shall not be liable to the Member by reason of any representation or any breach of implied warranty, condition or other term or any duty at common law, for any loss, any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company or its servants or Agents in introducing a supplier of services or caused by the negligent act or omission on the part of the Supplier) which arise out of or in connection with the provision of services or their use by the Member, and the entire liability of the Company will not in any event exceed the amount of any commissions received by the company for the introduction of the services in question.

ii) The company shall not be liable to the Member by reason of any delay in performing or any failure to perform by the Supplier of services.

12. All goods supplied to the Member by the Suppliers are solely for the use or resale by the Member in the ordinary course of its retail business.
13. The Company reserves the right to terminate this agreement at any time without giving a reason.
14. This contract shall be construed in accordance with English law and the Court of England and Wales shall have sole jurisdiction on all matters pertaining thereto.
15. The Company monitors the use of its telephone system and may record telephone conversations.
16. These Terms and Conditions shall apply exclusively to the Gainsmore programme but the Company reserves the right to vary such terms from time to time.

Gainsmore Limited(the Company) agree to the following:-

17. To negotiate on behalf of its Members advantageous invoice terms compared to those offered to independent traders by Suppliers. In this context "advantageous" does not refer to price alone and the Company does not warrant that the price so negotiated is always the lowest possible price.

i)The Company may also from time to time at the request of the Member introduce a supplier of services (including but without limitation a supplier of accountancy services or of shop-fitting services). The Company does not, in relation to those services, give any warranty, guarantee or other term as to their quality, fitness for purpose, accuracy or otherwise.

ii)The Member should satisfy himself/herself as to the reasonableness and effect of any terms and conditions imposed by the supplier of services.

18. To publish detailed monthly statements to Members on the 8th of each month or as soon as practicable thereafter. Statements will show items already under dispute (See Clause 1 above) and those for which extended credit terms have been agreed. The Company may in its absolute discretion defer or delay collecting payment by Direct Debit (see Clause 2 above) of items in dispute and correctly advised to the company to enable the Member to resolve the dispute with the Supplier, for such period as appears reasonable to the Company.
19. To provide to the Member an on-line facility to contact Gainsmore Suppliers, or to transfer into the Gainsmore programme an existing account with any Supplier, or to request any Supplier to contact the Member direct.

Gainsmore programme. Data Protection Act 1998

1. We will use the personal data we receive in connection with you to create or update records held by us relating to any matter(s), including without limitation for the purpose of product, market or credit analysis, and statistical compilation.
2. We will make enquiries at any time in relation to you with credit reference agencies which will keep a record of our enquiry whether or not credit is granted. Where credit is granted, we may also disclose details about your account with the Company and your conduct of the account to such agency or to other agencies or to debt collection agencies. This information may be searched by credit grantors and used and given out in assessing applications for future credit facilities and for debt collection, fraud prevention and other purposes.
3. The Company will from time to time pass details of the Gainsmore Member's name, trading address and telephone number to any Gainsmore Supplier(s) in whom the Member has expressed an interest and also to any other Gainsmore Suppliers as the Company shall deem to be of potential interest to the Member.
4. You have a right to ask for a copy of your information (for which we charge a small fee) and to correct any inaccuracies.
5. In paragraphs 1 to 4 above, references to "you" shall be deemed to include (but without limitation) your officers, employees, contractors and agents in relation to which we receive personal data arising out of or in connection with your dealings with Gainsmore.

Top