Terms & conditions of sale
1. APPLICATION OF CONDITIONS
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any
Quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer
Which is accepted by the Seller,
1.2 These Conditions shall govern the Contract to the exclusion of any other terms and
Conditions subject to which any such quotation is accepted or purported to be accepted,
Or any such order is made or purported to be made, by the Buyer.
2. INTERPRETATION
2.1 In These Conditions:-
“Business Day” means any day other than a Saturday, Sunday or Bank Holiday;
“The Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the
Goods or whose order for the Goods is accepted by the Seller;
“The Contract” means the contract for the purchase and sale of the Goods under these conditions
“These Conditions” means the standard terms and conditions of sale set out in this document and
(unless the context otherwise requires) includes any special terms and conditions
Agreed in writing between the Buyer and the Seller;
“The Delivery means the date on which the Goods are to be delivered as stipulated in the
Date” Buyer’s order and accepted by the Seller;
“ The Goods” means the goods (including any installment of the goods or any parts for them)
Which the Seller is to supply in accordance with these Conditions;
“Month” means a calendar month;
“The Seller” means GMTS (UK) LTD, a company registered in England under No:4819931;
“Writing” Includes any communications effected by telex, facsimile transmission,
Electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be
Construed as a reference to that statute or provision as amended, re-enacted or
Extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect
Their interpretation.
3. BASIS OF SALE
3.1 The Seller’s employees or agents are not authorised to make any representations
Concerning the Goods unless confirmed by the Seller in writing. In entering into the
Contract the Buyer acknowledges that it does not rely on, and waives any claim for
Breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the
Authorised representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation to the
Goods are subject to alteration without notice and do not constitute offers to sell the
Goods which are capable of acceptance. An order placed by the Buyer may not be
Withdrawn cancelled or altered prior to acceptance by the Seller and no contract for the
Sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation
Which is expressed to be an offer to sell the goods or has accepted an order placed by the
Buyer by whichever is the earlier of:-
3.3.1 The Seller’s written acceptance;
3.3.2 Delivery of the Goods; or
3.3.3 The Seller’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature,
Quotation, price list, acceptance of offer, invoice or other document or information issued
By the Seller shall be subject to correction without any liability on the part of the Seller.
4. ORDERS AND SPECIFICATIONS
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless
And until confirmed by the Seller’s authorised representative.
4.2 The specification for the Goods shall be those set out in the Seller’s sales documentation
Unless varied expressly in the Buyer’s order (if accepted by the Seller). The Goods will
Only be supplied in the minimum units (or multiples) stated in the Seller’s price list or in
Multiples of the sales outer as specified. Orders received for quantities other than these
Will be adjusted accordingly, illustrations, photographs or descriptions whether in
Catalogues, brochures, price lists or other documents issued by the Seller are intended as
A guide only and shall not be binding on the Seller.
4.3 The Seller reserves the right to make any changes in the specification of the Goods which
Are required to conform with any applicable safety or other statutory or regulatory
Requirements or, where the Goods are to be supplied to the Seller’s specification, which
Do not materially affect their quality or performance.
4.4 No order which has been accepted by the Seller may be cancelled by the Buyer except
With the agreement in writing of the Seller on the terms that the Buyer shall indemnify the
Seller in full against all loss (including loss of profit), costs (including the cost of all
Labour and materials used), damages, charges and expenses incurred by the Seller as a
Result of cancellation.
5. PRICE
5.1 The price of the Goods shall be the price listed in The Web Site, Flyers, Promotion Price
Lists, sales literature etc., current at the date of acceptance of the Buyer’s order or such
Other price as may be agreed in writing by the Seller and the Buyer.
5.2 Where the Seller has quoted a price for the Goods other than in accordance with the
Seller’s published price list the price quoted shall be valid for 30 days only or such lesser
Time as the Seller may specify.
5.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to
Increase the price of the Goods to reflect any increase in the cost to the Seller which is
Due to any factory beyond the control of the Seller (such as, without limitation, any
Foreign exchange fluctuation currency regulation, alteration of duties, significant increase
In the costs of labour, materials or other costs of manufacture), any change in delivery
Dates, quantities or specifications for the Goods which is requested by the Buyer, or any
Delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller
Adequate information or instructions.
5.4 (The Seller will allow the Buyer quantity discounts subject to an in accordance with the
Conditions set out in the Seller’s published price list for the Goods current at the date of
Acceptance of the Buyer’s Order.)
5.5 (Any settlement discount specified by the Seller in the Contract will be allowed by the
Seller to the Buyer in respect of Goods for which payment is received by the Seller on or
Before the due date and otherwise in accordance with the payment terms set out in these
Conditions and provided that no other amounts owing by the Buyer to the Seller are
Overdue and unpaid.)
5.6 under the terms of any quotation or in any price list of the
Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices
Are exclusive of the Seller’s charges for packing and transport.
5.7 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of
A similar nature which are imposed or charged by any competent fiscal authority in
Respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
6. PAYMENT
Payment in Advance unless otherwise agreed by the Seller, to open the Buyer a 30 Day Account
Of which the following terms will apply:
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the
Seller shall invoice the Buyer for the price of the Goods on or at any time after delivery
Of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully
Fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice
The Buyer that the Goods are ready for collection or (as the case may be) the Seller has
Tendered delivery of the Goods.
6.2 The Buyer shall pay the price of the Goods (less any discount or credit allowed by the
Seller, but without any other deduction credit or set off) within 30 days of the date of the
Seller’s invoice or otherwise in accordance with such credit term as may have been
Agreed in writing between the Buyer and the Seller in respect of the Contract. Payment
Shall be made on the due date notwithstanding that delivery may not have taken place
And/or that the property in the Goods has not passed to the Buyer. The time for the
Payment of the price shall be of the essence of the Contract. Receipts for payment will
Be issued only upon request.
6.3 All payments shall be made to the Seller as indicated on the form of acceptance or invoice
Issued by the Seller.
6.4 The Seller is not obliged to accept orders from any customer or buyer who has not
Supplied the Seller with references satisfactory to the Seller; if at any time the Seller is
Not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the
Buyer that no further credit will be allowed to the Buyer in which event no further goods
Will be delivered to the Buyer other than against cash payment and notwithstanding
Clause 6.2 of these conditions, all amounts owing by the Buyer to the Seller shall be
Immediately payable in cash.
7. DELIVERY
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place in the
United Kingdom specified in the Buyer’s order and/or the Seller’s acceptance as the
Location to which the Goods are to be delivered by the Seller or, if no place of delivery is
So specified, by the Buyer collecting the Goods at the Seller’s premises at any time after
The Seller has notified the Buyer that the Goods are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence
Unless previously agreed by the Seller in writing. The Goods may be delivered by the
Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a
Separate contract and failure by the Seller to deliver any one or more of the instalments in
Accordance with these Conditions or any claim by the Buyer in respect of any one or
More instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date
And/or fails to provide any instructions, documents, licences, consents or authorisations
Required to enable the Goods to be delivered on that date, the Seller shall be entitled
Upon given written notice to the Buyer to store or arrange for the storage of the Goods
And then notwithstanding the provisions of Condition 10.1 of these Conditions risk in the
Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the
Buyer shall pay to the Seller all costs and expenses including storage and insurance
Charges arising from such failure.
8. NON DELIVERY
8.1 If the Seller fails to deliver the Goods or any of them on the Delivery Date other than for
Reasons outside the Seller’s reasonable control or the Buyer’s or its carrier’s fault:-
8.1.1 If the Seller delivers the Goods at any time thereafter the Seller shall have no
Liability in respect of such late delivery.
8.1.2 If the Buyer gives written notice to the Seller within 30 Business Days after the
Delivery Date and the Seller fails to deliver the Goods within 30 Business Days
After receiving such notice the Buyer may cancel the order and the Seller’s
Liability shall be limited to the excess (if any) of the cost of the Buyer (in the
Cheapest available market) of similar goods to those not delivered over the price
Of the Goods not delivered.
9. INSPECTION/SHORTAGE
9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or on
Collection as the case may be.
9.2 Where the Goods cannot be examined the carriers note or such other note as appropriate
Shall be marked “not examined”.
9.3 The Seller shall be under no liability for any damage or shortages that would be
Apparent on reasonable careful inspection if the terms of this clause are not complied
With and, in any event will be under no liability if a written complaint is not delivered to
The Seller within 3 days of delivery detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of the Seller shall be under no
Liability in respect thereof unless an opportunity to inspect the Goods is supplied to the
Seller before any use is made thereof or any alteration on modification is made thereto by
The Buyer.
9.5 Subject to condition 9.3 and condition 9.4, the Seller shall make good any shortage in the
Goods and where appropriate replace any goods damaged in transit as soon as it is
Reasonable to do so, but otherwise shall be under no liability whatsoever arising from
Such shortage or damage.
10. RISK AND PROPERTY
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:-
10.1.1 In the case of Goods to be collected at the Seller’s premises, the time when the
Seller notifies the Buyer that the Goods are available for collection: or
10.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, the
Time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods,
The time when the Seller has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of
These Conditions, the property in the Goods shall not pass to the Buyer until the Seller
Has received in cash or cleared funds payment in full of the price of the Goods and all
Other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
10.3 Until such time as the property in the Goods passes to the Buyer:-
10.3.3 The Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and
Shall keep the Goods separate from those of the Buyer and third parties and
Properly stored, protected and insured and identified as the Seller’s property;
10.3.4 The Buyer shall be entitled to resell or use the Goods in the ordinary course of
Its business, but shall account to the Seller for the proceeds of sale or otherwise
Of the Goods, whether tanjgible or intangible, including insurance proceeds, and
Shall keep all such proceeds separate from any moneys or property of the Buyer
And third parties and in the case of tangible proceeds, properly stored, protected
And insured; and
10.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any
Indebtedness any of the goods which remain the property of the Seller, but if the Buyer
Does so all money owing by the Buyer to the Seller shall (without prejudice to any other
Right or remedy of the Seller) forthwith become due and payable.
11. ASSIGNMENT
11.1 The Seller may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior
Written consent of the Seller.
12. DEFECTIVE GOODS
12.1 If on delivery any of the Goods are defective in any material respect and either the Buyer
Lawfully refuses delivery of the defective Goods or, if they are signed for on delivery
“condition and contents unknown” the Buyer gives written notice of such defect to the
Seller within three business days of such delivery, the Seller shall at its option:-
12.1.1 Replace the defective Goods within 21days of receiving the Buyer’s notice; or
12.1.2 refund to the Buyer the price for the goods which are defective;
But the Seller shall have no further liability to the Buyer in respect thereof and
The Buyer may not reject the Goods if delivery is not refused or notice give by
The Buyer as aforesaid.
12.2 No Goods may be returned to the Seller without the prior agreement in writing of the
Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied
Subject to defects of quality or condition which would not be apparent on inspection shall
Either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund
Credit to the Buyer the price of such defective Goods but the Seller shall have no further
Liability to the Buyer.
12.3
12.3.1 Return such goods at his risk and cost, and
12.3.2 indemnify the Seller against any cost incurred by the Seller in rectifying any
Deterioration of the Goods caused by incorrect storage or use while in the
Buyer’s hands.
12.4 The Seller shall be under no liability in respect of any defect arising from fair wear and
Tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow
The Seller’s instructions (whether oral or in writing), misuse or alteration of the Goods
Without the Seller’s approval, or any other act or omission on the part of the Buyer, its
Employees or agents or any third party.
12.5 Subject as expressly provided in these Conditions, and except where the Goods are sold
Under a consumer sale, all warranties, conditions or other terms implied by statute or
Common law are excluded to the fullest extent permitted by law.
12.6 Where the Goods are sold under a consumer sale the statutory rights of the Buyer are not
Affected by these Conditions.
12.7 Except in respect of death or personal injury caused by the Seller’s negligence, or as
Expressly provided in these Conditions, the Seller shall not be liable to the Buyer by
Reason of any representation, or any implied warranty, condition or other term, or any
Duty at common law or under statute, or under the express terms of the Contract, for any
Direct or consequential loss or damage sustained by the Buyer (including without
Limitation loss of profit or indirect or special loss), costs, expenses or other claims for
Consequential compensation whatsoever (and whether caused by the negligence of the
Seller, its servants or agents or otherwise) which arise out of or in connection with the
Supply of the Goods or their use or resale by the Buyer.
12.8 The Buyer shall be responsible to ensure that, except to the extent that instructions as to
The use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory
Handling and sale of the Goods by the Buyer is carried out in accordance with directions
Given by the Seller or any competent governmental or regulatory authority and the Buyer
Will indemnify the Seller against any liability loss or damage which the Seller might
Suffer as a result of the Buyer’s failure to comply with this condition.
12.9 Returned Goods must be unused and have their original packing and labelling intact.
If Goods are returned for exchange - a 10% Handling Charge of the value of the Goods
Will be applied. If Goods are despatched as ordered, any delivery charges incurred
Are not repayable. Custom or personalised items are non returnable.
13. BUYER’S DEFAULT
13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any
Other right or remedy available to the Seller, the Seller shall be entitled to:-
13.1.1 Cancel the order or suspend any further deliveries to the Buyer;
13.1.2 appropriate any payment made by the Buyer to such of the Goods (or the goods
Supplied under any other contract between the Buyer and the Seller) as the Seller
May think fit (notwithstanding any purported appropriation by the Buyer); and
13.1.3 charge the Buyer interest (both before and after any judgement) on the amount
Unpaid, at the rate of two per cent per annum above National Westminster Bank
Plc base rate from time to time, until payment in full is made (a part of a month
Being treated as a full month for the purpose of calculating interest).
13.2 This condition applies if:-
13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is
Otherwise in breach of the Contract; or
13.2.2 the Buyer becomes subject to an administration order or makes any voluntary
Arrangement with its creditors (within the meaning of the Insolvency Act 1986)
Or (being an individual or firm) becomes bankrupt or (being a company) goes
Into liquidation; or
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the
Property or assets of Buyer; or
13.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
13.2.5 The Seller reasonably apprehends that any of the events mentioned above is
About to occur in relation to the Buyer and notifies the Buyer accordingly.
13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy available
The Seller, the Seller shall be entitled to cancel the Contract or suspend any further
Deliveries under the Contract without any liability to the Buyer, and if the Goods have
Been delivered but not paid for the price shall become immediately due and payable
Notwithstanding any previous agreement or arrangement to the contrary.
14. LIMITATION OF LIABILITY
14.1 Subject to condition 7, condition 8 and condition 13, the following provisions set out
The entire financial liability of the Seller (including any liability for the acts or omissions
Of its employees, agents and sub-contractors) to the Buyer in respect of:
14.1.1 any breach of these conditions;
14.1.2 any use made (including but not limited to modifications) or resale by the Buyer
Of any of the Goods, or of any product incorporating any of the Goods; and
14.1.3 any representation, statement or tortuous act or omission including negligence
Arising under or in connect with the Contract.
14.2 All warranties, conditions and other terms implied by statute or common law (save for
The conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest
Extent permitted by law, excluded from the Contract.
14.3 Nothing in these conditions excludes or limit’s the liability of the Seller:
14.3.1 for death or personal injury caused by the Seller’s negligence; or
14.3.2 for any matter which it would be illegal for the Seller to exclude or attempt to
Exclude its liability; or
14.3.3 for fraud or fraudulent misrepresentation.
14.4 Subject to condition 14.2 and condition 14.3;
14.4.1 The Seller’s total liability in contract, tort (including negligence or breach of
Statutory duty), misrepresentation, restitution or otherwise, arising in connection
With the performance or contemplated performance of the Contract shall be
Limited to the Contract price; and
14.4.2 The Seller shall not be liable to the Buyer for any pure economic loss, loss of
Profit, loss of business, depletion of goodwill or otherwise, in each case whether
Direct, indirect or consequential, or any claims for consequential compensation
Whatsoever (howsoever caused) which arise out of or in connection with the
Contract.
15. CONFIDENTIALITY, PUBLICATIONS AND ENDORSEMENTS
15.1 The Buyer undertakes to the Seller that:-
15.1.1 The Buyer will regard as confidential the contract and all information obtained
By the Buyer relating to the business and/or products of the Seller and will not
Use or disclose to any third party such information without the Seller’s prior
Written consent provided that this undertaking shall not apply to information
Which is in the public domain other than by reason of the Buyer’s default;
15.1.2 The Buyer will not use or authorise or permit any other person to use any name,
Trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises note paper visiting cards
Advertisement or other printed matter or in any other manner whatsoever
Unless such use shall have been previously authorised in writing by the Seller
And (where appropriate) its Licensor;
15.1.3 The Buyer will use all reasonable endeavours to ensure compliance with this
Condition by its employees, servants and agents.
15.2 This Conditions shall survive the termination of the Contract.
16. COMMUNICATIONS
16.1 All communications between the parties about the Contract shall be in writing and
Delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic
Mail;
16.1.1 (in the case of communications to the Seller) to its registered office or such
Changed address as shall be notified to the Buyer by the Seller; or
16.1.2 (in the case of the communications to the Buyer) to the registered office of the
Addressee (if it is a company) or (in any other case) to any address of the Buyer
Set out in any document which forms part of the Contract or such other address
As shall be notified to the Seller by the Buyer.
16.2 Communications shall be deemed to have been received;
16.2.1 If sent by pre-paid first class post, two Business Days after posting (exclusive of
The days of posting); or
16.2.2 If delivered by hand, on the day of delivery; or
16.2.3 If sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time
Of transmission and otherwise on the next Business Day.
16.3 Communications addressed to the Seller shall be marked for the attention of : Mr. Geoff
Morgan.
17. FORCE MAJEURE
17.1 In the event that either party is prevented from fulfilling its obligations under this
Agreement by reason of any supervening event beyond its control including but not
Limited to war, national emergency, flood, earthquake, strike or lockout (subject to
Sub-clause 17.2) the party shall not be deemed to be in breach of its obligations under
This Agreement. The party shall immediately give notice of this to the other party and
Must take all reasonable steps to resume performance of its obligations.
17.2 Sub-clause 17.1 shall not apply with respect to strikes and lockouts where such action has
Been induced by the party so incapacitated.
17.3 Each party shall be liable to pay to the other damages for any breach of this Agreement
An all expenses and costs incurred by that party in enforcing its rights under this
Agreement.
17.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall
Automatically terminate unless the parties first agree otherwise in writing.
18. WAIVER
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver
Of any subsequent breach of the same or any other provision.
19. SEVERANCE
If any provision of these Conditions is held by any competent authority to be invalid or
Unenforceable in whole or in part the validity of the other provisions of these Conditions and the
Remainder of the provision in question shall not be affected thereby.
20. THIRD PARTY RIGHTS
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the
Contracts (Rights of Third Parties) Act 1999.
21. GOVERNING LAW AND JURISDICTION
The Contract shall be governed by the law of England and the parties agree to submit to the
Exclusive jurisdiction of the English courts.
MARKETING & PROMOTION
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