In these Conditions: "Buyer" means the person who has agreed to purchase the Goods under the Contract; "Contract" means any contract for the sale of any goods by the Seller, which incorporates these Conditions; "Contract Documents" means the documents which constitute or evidence the Contract, including any Quotation, any acceptance of a Quotation or order for the Goods from the Buyer, and any acknowledgement or acceptance of the Buyer's order for the Goods from the Seller, together with any other documents referred to therein; "Goods" means the goods stated or referred to in the Contract; "Quotation" means any quotation or offer of the Seller for the supply of any goods, which incorporates these Conditions; "Seller" means GPF One Limited, or such other person who is to supply the Goods as stated in the Contract; a reference to delivery of the Goods to the Buyer, includes delivery to or collection by any servant, agent, representative, shipper or carrier of the Buyer; a reference to a person includes a reference to a company, partnership or individual; the singular shall include the plural and vice versa; and the headings are for convenience only and shall not affect the interpretation of these Conditions.
These Conditions shall be incorporated into all quotations, offers, orders, acceptances, and contracts for the sale of any goods by the Seller. All terms and conditions of the Buyer are excluded.
A Quotation shall not constitute a legal offer. A Quotation shall be valid only for orders or acceptances received within 28 days from the date of the Quotation. All orders for the supply of any goods by the Seller shall be subject to acceptance by the Seller.
4. Sales and purchase
The Seller agrees to sell and deliver, and the Buyer agrees to purchase and accept delivery of the Goods on and subject to these Conditions. Where the Goods are to be delivered in instalments, then each instalment shall constitute a separate contract.
The quantity and specification of any Goods shall be that set out in the Contract Documents or Purchase Order. The Seller shall be entitled to change the specification of the Goods to conform with any applicable law.
6.1 Price: The Buyer shall pay the price for the Goods stated in the Contract Documents.
6.2 Value Added Tax: All amounts payable under the Contract are exclusive of value added tax and any other sales tax, which the Buyer shall pay in addition at the applicable rate.
Payment Terms: 50% with the Order; 50% within 7 days upon receipt. All prices are excluding VAT where applicable unless otherwise agreed in writing.
Delivery Time: The Seller will use its reasonable endeavours to deliver the Goods by the delivery date stated in the Contract Documentation, or if no date is stated, within a reasonable time.
Delivery dates are estimates only and time for delivery of the Goods is not of the essence.
9. Inspection and Acceptance
The Buyer shall inspect the Goods immediately on receipt. The Seller shall not be liable for loss of, damage to or shortages of the Goods discoverable on reasonable inspection of the Goods. The signing of the delivery note represents the inspection of the goods. If the Buyer does not give notice within 3 days of receipt then the Goods shall be considered to have been received in full and accepted by the Buyer.
10. Passing of Risk
Risk of damage to or loss of the Goods shall pass to the Buyer at the time when the Goods are delivered to the Buyer.
11. Passing of Title
Title to the Goods shall pass to the Buyer when the Buyer has paid for all of the Goods and there shall be no amounts payable by the Buyer to the Seller under any other contract, and until that time title shall remain with the Seller. The Buyer may use and resell the Goods in the ordinary course of its business.
12. Liability of Seller
12.1 Buyer's Remedies: The Seller's sole liability and the Buyer's sole remedy for any shortages or loss or damage to the Goods notified under Clause 8, or breach of any warranty in relation to the Goods or otherwise, shall be at the the option of the Seller to make good any shortages, repair or rectify the Goods, supply replacements for the Goods, and/or refund to the Buyer any amounts paid by the Buyer in respect of the Goods.
12.2 Liability limited to the purchase price: The total liability of the Seller for all loss, damage, injury or liability suffered or incurred by the Buyer caused by or arising out of breach of the Contract by the Seller, negligence of the Seller in connection with the Contract, or breach of any statement, representation or warranty given in connection with the Contract or the Goods (whether such liability arises in contract, tort, statute or otherwise however) shall be limited to the price of the Goods under the Contract.
12.3 Excluded Types of Loss: The Seller shall not be liable to the Buyer for any loss of profit, use, bargain, revenue, production, business, goodwill or contract, or any increased or wasted costs or expenditure, or any liability of the Buyer to any third party, or any consequential, indirect or special loss, suffered or incurred by the Buyer caused by or arising out of a breach of the Contract by the Seller, the negligence of the Seller in connection with the Contract, or breach of any statement, representation or warranty given in connection with the Contract or the Goods (whether such liability arises in contract, tort, statute or otherwise however).
12.4 Force Majeure: The Seller shall not be liable to the Buyer for any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control.
12.5 Non-Excluded Liability: Nothing in this Agreement shall operate to exclude or limit the liability of the Seller for personal injury or death due to its negligence, or for fraudulent misrepresentation, or the rights or remedies of any person dealing as a consumer to the extent to which they may not be excluded or limited by law.
13.1 Notices: Notices under the Quotation or Contract shall be in writing and sent to the other party at its registered office or principal place of business or such other address as a party may have notified to the other to be its address for notices. Notices shall be considered to be received; if sent by hand, courier or recorded delivery, on delivery; if sent by post, on the 2nd day following the day of positing if to an address in the UK, and the 7th day if to an address outside of the UK; and if sent by facsimile, on completion of uninterrupted transmission.
13.2 Variations: No variations, representations or warranties in relation to the Goods, the Quotation or the Contract shall be valid unless set out in a written document published or signed by or on behalf of the Seller.
13.3 Assignment: The Buyer shall not be entitled to assign or transfer a Quotation or Contract to any person.
13.4 Third Parties: The parties do not intend any term of the Contract to be enforceable by a third party.
14. Governing Law and Jurisdiction
All Quotations and Contracts shall be governed by the Laws of England, and the English Courts shall have exclusive jurisdiction.