Terms and Conditions of Sale
1. In these Terms and Conditions the following words or phrases bear the following meanings:
“The Buyer” means any person, firm or company for whom or on whose behalf GSM Printer and Label Systems Ltd undertakes any business;
“The Seller” means GSM Printer and Label Systems Ltd (trading as Barcode Superstore and GSM Barcoding), whose registered office is situated at Castlegarth Works, Thirsk, North Yorkshire, YO7 1PS.
“The Goods” means any articles of any type or composition supplied by the Seller to The Buyer;
“The Confirmation of Order” means the letter of confirmation sent to the Buyer by the Seller in accordance with Condition 7 hereof;
“The Contract” means the agreement made between the Buyer and the Seller upon the Confirmation of Order being Given by the Seller ;
“The Contract Price” means the price payable by the Buyer to the Seller for the goods supplied by the Seller ;
“The Despatch Point” means, Park House, Parkside Drive, Houghton Regis, Bedfordshire, LU5 5QN.
2. These Terms and Conditions shall be incorporated in every Contract made between the Seller and the Buyer and shall not be subject to variation by the buyer.
3. Unless otherwise agreed in writing by the Seller these Terms and Conditions shall override any terms and conditions stipulated, incorporated or referred to by the Buyer whether in the Contract or in any negotiations and all guarantees, warranties or conditions (including any conditions as to quality or fitness for any purpose) whether express or implied by statute, common law or otherwise are excluded and hereby negated in so far as it is reasonable to do so.
The Buyer shall inspect the Goods immediately upon collection from the Despatch Point or upon taking delivery and shall notify the Seller within two days by verbal contact and within seven days in writing of any matter or thing by reason whereof it alleges the Goods are not in accordance with the Contract. If the Buyer shall fail to give such notice the Goods shall be deemed to be in accordance with the Contract in all respects and the Buyer shall be bound to accept them and to pay for the same.
5. INSURANCE AND RISK
(1) Subject to the provisions of Condition 14 the Goods supplied to the Buyer by the Seller shall be at the risk of the Buyer either –
(i) Immediately upon delivery to the Buyer or upon being received into the custody on the Buyers behalf whichever is the sooner; or
(ii) Upon collection from the Despatch Point by the Buyer; whichever shall be the sooner and the Buyer shall in either case thereafter keep the Seller indemnified in respect of any loss or damage to the Goods howsoever arising or caused.
(2) When the Contract requires that the Seller deliver the Goods to the Buyer the Seller shall insure the Goods during transit in the United Kingdom until arrival at the Buyers premises.
(3) If the Buyer shall sign a clear delivery note upon taking delivery of the Goods the Seller shall accept no further responsibility for the damage during transit.
The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which GSM Printer and Label Systems Ltd may become liable if any work done in accordance with the Buyers specification involves an infringement of a registered design, patent, trade mark or similar right.
7. CONFIRMATION OF ORDER
(1) The price given in the quotation shall apply for a period of thirty days from the date thereof unless otherwise specified in writing on the quotation.
(2) The Contract or order will not be valid until confirmed by the Seller in writing and such confirmation shall be deemed to have been made upon posting the same to the last known address of the Buyer. Immediate despatch by the Seller shall be deemed to be the equivalent to an Order Confirmation being sent.
(3) The Seller may at their absolute discretion decline to accept any order.
(1) The Contract price excludes VAT. The VAT shall be added to the Contract price and shall be payable by the Buyer in the same manner as the Contract price.
(2) The payment of the Contract price shall be made by the Buyer to the Seller within thirty days of the date of the Invoice unless any prior agreement has been made in writing to the Buyer.
(3) The Contract price is based upon the cost of materials, packaging, transport, freight, insurance, labour charges, import duties, and overhead expenses ruling at the date of quotation. If any increase in the cost of these items takes place at any time after thirty days after the date of quotation and prior to the date of delivery or collection then the Contract price shall be the price ruling at the date of delivery or collection.
9. CANCELLATION OR VARIATION
(1) No cancellation or variation by the Buyer of any order can in any circumstances whatsoever be accepted without the consent in writing of an authorised representative of the Seller.
If the Seller agrees to accept the return of any such Goods then:
(i) Goods return number must be obtained from the Seller within 7 days of the receipt of delivery, no goods can be returned after 7 days without written consent from the seller. The returns number must be clearly shown on the outer packaging of the returned parcels and must be returned in the original manufacturer’s packaging (which shall not be defaced) complete with accessories, manuals and documentation. Software packages must be returned unopened with the software seal intact. Except in the case of faulty Goods, returned items not complying with these requirements will be rejected.
(ii) the Buyer will be liable for the cost of remedying any damage to the Goods returned where such damage has, in the opinion of the Seller, been caused by the Goods being inadequately packaged by the Buyer or through the Buyer’s fault.
(iii) where the Seller accepts the return of Goods, the Seller reserves the right to make a handling and restocking charge of 25% on Goods which are returned if they were ordered in error or are no longer required by the Buyer. The shipping cost and cost of returning the item will not be refunded.
(iv) any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 5 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the terms of the contract.
(2) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or conditions of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or any part thereof) free of charge or at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
(3) The Seller shall not give any credit for returned Goods where the Seller deems the Goods not to be faulty unless otherwise agreed in writing by the Seller.
Any Goods in respect of which any claim of defect or damage is made by the Buyer shall be preserved by the Buyer intact together with the original packaging at the Buyer’s risk and shall at the request of the Seller be:
(i) retained by the Buyer for a reasonable period to enable the Seller or its agent to inspect the Goods; or
(ii) collected from the Buyer by the Seller if the Goods are defective.
Specifications including any reference as to colour, drawings, and similar documents submitted by the Seller must be regarded as approximate representations only and are not binding in detail. Weights, measurements, power, capacities and other particulars are stated in good faith as approximately correct, but deviations there from shall not be made the basis of any claims against the Seller. Minor deviations from the specifications submitted by the Buyer or from any requirements of the Buyer shall not be the basis of any claim against the Seller.
11. DELIVERY TIME
Any time or date named by the Seller for the delivery is given and intended as an estimate only and the Seller shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.
12. PASSING OF PROPERTY AND RETENTION OF TITLE
Notwithstanding delivery to the Buyer and notwithstanding incorporation into the Goods of materials supplied by the Buyer the property in the Goods supplied by the Seller shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the Contract price. The source code and copyright of any software product produced by the Seller shall remain the property of the Seller who also retain the right to resell the product.
The Seller has a lien and a right to hold (in its own or other factories or warehouses or places) the Goods and any tools or other materials supplied by the Buyer for all sums due on any account whatsoever by the Buyer to the Seller which may exercise such lien by disposing of the Goods on any such terms as the Seller may think fit after giving 28 days notice to the Buyer. The expenses of maintaining and exercising any lien shall be a debt forthwith due to the Seller from the Buyer to the Seller.
14. OUTSTANDING ACCOUNTS
(1) Interest shall accrue and be charged on outstanding accounts or any unpaid balances thereof at the rate of THREE percent per annum above the base lending rate from time to time of Lloyds TSB and such interest shall be calculated on a daily basis from the date upon which payment became due until the date of actual payment (both dates inclusive) and interest at the rate aforesaid shall be charged as well after as before any judgement.
If the Buyer shall make default in or commit any breach of any of his obligations to the Seller or if any distress or execution shall be levied upon the Buyer, its property or assets or if the Buyer shall make or offer to make any arrangements or composition with creditors or if any petition or receiving order in bankruptcy shall be presented or made against the Buyer, or if the Buyer shall be a company and any resolution or petition to wind up such company’s business shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed the Seller shall have the right forthwith to determine any order then subsisting and upon written notice of such determination being posted the Seller to the Buyers last known premises any subsisting order shall be deemed to have been determined without prejudice to any claim or right the Seller might otherwise make or exercise.
16. RIGHT TO SUB-CONTRACT
The Seller shall be entitled to sub-contract the whole or part of the Contract whether for the supply of goods or services.
17. DIVISIBILITY CLAUSE
This contract is divisible. Each delivery made hereunder: 1) shall be deemed to arise from a separate contract, and 2) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect of default in delivery of any other instalment.
18. “HIMALAYA” CLAUSE
No servant or agent or sub-contractor of, the Seller performing the whole or part of the Contract shall in any circumstances whatsoever be under any liability whatsoever to the Buyer or to the Buyer’s principle for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect, or default on his part while acting in the course of or in connection with his employment and every exemption, limitation and condition hereunder is applicable to the servant, agent, or sub-contractor and shall be available to and shall extend to protect every such servant, agent or sub-contractor as aforesaid and for the purposes of this Condition the Seller shall be deemed to be acting as an agent on behalf of and for the benefit of all persons who are or may be the Seller’ servant, agent, or sub-contractor from time to time and all such persons shall to this extent be or be deemed to be parties to the Contract.
19. FORCE MAJEURE
If the Contract shall become impossible of performance or otherwise frustrated by reason of war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution or civil strife consequent upon any of the said events the Seller shall be relieved of liabilities incurred under the Contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statutes, rules, regulations, orders or requisitions issued by any Government department, Council or other duly constituted authority or from strikes, lockouts, breakdown of plant or any other causes (whether or not of a like nature) beyond the control of the Seller .
(1) Where a date is specified in the Contract for collection of the Goods from the Despatch Point by the Buyer, collection must be made by 4 PM on the specified date.
(2) Goods which are not collected within one week of the specified date shall be subject to a reasonable charge for storage thereafter. Such charge shall be payable by the Buyer and enforceable in the same manner as payment of the Contract price in accordance with Conditions 8 and 16 hereof.
21. CONFLICTING CONDITIONS
In case any stipulation contained in these Terms and Conditions shall be in conflict with any other stipulation herein contained the Seller shall be entitled to the benefit to that stipulation which is most favourable to the Seller any rule of law to the contrary notwithstanding.
22. CONSTRUCTION These Conditions and the Contract shall in all respects be subject to and construed in accordance with English Law.