Terms and Conditions
Terms and Conditions of Sale
Terms and Conditions of Purchase
Download this file (70kb)
Print
GAMMA GLOBAL (UK) LIMITED ("GGUK")
TERMS AND CONDITIONS OF PURCHASE
1 DEFINITIONS
1.1 In these conditions of purchase the following words will (unless the context otherwise requires) have the following meanings:
"Conditions" means the conditions set out below and
in the Order. Where any terms below conflict with any terms in the Order the terms
in the Order will take precedence.
"Contract" means any contract between the Supplier
and GGUK for the purchase of any Works.
"Goods" means any goods or materials to be purchased
by GGUK from the Supplier pursuant to an Order.
"Order" means a properly signed and numbered purchase order
relating to any Works issued by GGUK to the Supplier on GGUK's official order
form.
"Services" means any works and/or services to be performed
by the Supplier for GGUK pursuant to an Order.
"Supplier" means the company, firm, body, or person
to whom the Order is addressed.
"Works" means Goods and/or Services (as appropriate).
1.2 The words "agreed in writing" will mean agreed in writing and signed
by a director of GGUK.
1.3 The headings are for reference only and will not affect the interpretation
of these Conditions.
1.4 GGUK reserves the right at anytime without liability to correct any clerical,
typographical or other similar errors or omissions made by its employees.
2 APPLICATION OF TERMS
2.1 (Subject to clause 2.4) these Conditions are the only conditions on which
GGUK is prepared to deal with the Supplier and they will govern the Contract and
all GGUK's future purchases from the Supplier.
2.2 No terms, conditions or warranties endorsed upon, delivered with, referred
to or stipulated or contained in any quotation or other similar document delivered
or sent by the Supplier to GGUK will form part of the Contract.
2.3 Any reference in the Order to the Supplier's quotation or other similar document
will not be deemed to imply that any terms, conditions or warranties endorsed
upon, delivered with, referred to or stipulated or contained in such quotation
or other similar document will have effect to the exclusion or amendment of these
Conditions.
2.4 No variation to, waiver of or addition to these Conditions will have any effect
unless expressly agreed in writing and contains a specific reference to these
Conditions.
2.5 GGUK will not be liable for any order unless it is issued or confirmed on
GGUK's official order form, is signed by a director of GGUK and the Supplier accepts
these Conditions.
2.6 The Supplier will be deemed to have accepted these Conditions if the Supplier
supplies any Works to GGUK or otherwise acts in accordance with the Order.
3 DELIVERY
3.1 (Subject to clause 3.3) the Supplier will deliver the Works to GGUK and the
date for the delivery of the Works will be specified in the Order or (if no such
date is specified) delivery of the Works will take place within 28 days of the
date of issue of the Order and time will be of the essence of the Contract. Unless
otherwise agreed in writing GGUK is not obliged to accept the delivery of any
Works otherwise than on the due delivery date. The Supplier will promptly notify
GGUK of any anticipated delay in the delivery of the Works.
3.2 (Subject to clause 3.3) the Supplier will deliver the Works to the address
specified in the Order or to such other place of delivery as is notified by GGUK
to the Supplier in writing. The Supplier will arrange for the carriage of the
Works to the place of delivery and delivery to any carrier will not be deemed
to be delivery to GGUK (for the avoidance of doubt any such carrier will be deemed
to be an agent of the Supplier and not of GGUK). Delivery will be completed when
the Works have been unloaded at the place of delivery and signed for by a duly
authorised officer of GGUK.
3.3 (Where agreed between the parties in writing) GGUK will collect the Works
from the address specified in the Order or from such other place of collection
as may be otherwise agreed. The Supplier will ensure that the Works are available
for collection from the date specified in the Order or (if no such date is specified)
within 28 days of the date of issue of the Order and time will be of the essence
of the Contract. The Supplier will notify GGUK when the Works are ready for collection
and GGUK will use its reasonable endeavours to collect the Works within the times
agreed or if no time is agreed collection will take place within a reasonable
time and the time for the collection of the Works by GGUK will not be of the essence
of the Contract. Collection will be completed when the Works have been loaded
onto GGUK's nominated transport at the place of collection and signed for by a
duly authorised officer or nominated representative of GGUK.
3.4 Unless otherwise agreed in writing deliveries (under clause 3.2) will only
be made during GGUK's normal business hours and collections (under clause 3.3)
will only be made during the Supplier's normal business hours.
3.5 The Supplier will ensure that each delivery note or collection note (as appropriate)
shows the Order number, date and number of the Order and any relevant delivery
schedule, consignment quantity, contents and (in the case of part delivery or
collection (as appropriate)) the outstanding balance remaining to be delivered
or collected (as appropriate).
3.6 The packaging of the Works must be in accordance with normal industry
standards (if any) and must bear the description and quantity of the contents
and GGUK's Order number. All palletised Works must have protective cardboard
wrap round the pallet covered with black shrink wrap, sealed with security tape.
Pallets must be banded. Clear wrap is not to be used. Any dangerous products
must be prominently marked as such
3.7 If the Supplier does not comply with the provisions of the clauses 3.5 or
3.6 GGUK may reject the Works.
3.8 If the Goods have a life expectancy of a fixed duration or if there are any
circumstances known to the Supplier which would adversely affect the life span
of the Goods the Supplier will promptly advise GGUK in writing of all such necessary
and appropriate information relating to the Goods and this will form part of the
description of the Goods.
3.9 The Supplier will ensure (at its own cost) that all Works are properly packed
in a manner suitable for transit and storage. The Supplier will also ensure that
individual packages are packed to comply with reasonable safety standards and
to enable handling by mechanical means.
3.10 The Supplier will not make and GGUK will not accept any charge whatsoever
for any packing, packaging or containers of any description supplied with the
Works.
3.11 GGUK will not be liable to the Supplier for any loss or damage to any packaging
materials and cases supplied with the Works.
3.12 If (for any reason) GGUK is unable to take delivery or make collection (as
appropriate) of the Goods and/or is unable to take delivery of the performance
of the Services on the due delivery or collection (as appropriate) date the Supplier
will store or arrange for the storage of the Goods for a reasonable time (at GGUK's
reasonable expense), will arrange for the re-performance of the Services and will
safeguard the Works and take all reasonable steps to prevent their deterioration
until actual delivery or collection (as appropriate).
3.13 Unless otherwise agreed in writing GGUK will not be responsible for any Works
provided in excess of the Order and any excess will be and will remain at the
Supplier's risk.
3.14 GGUK will not be responsible for any failure to give notice to any carrier
of any loss, damage, delay, detention or non-delivery.
3.15 The Supplier agrees to supply to GGUK (on request) any and all necessary
declarations and documents relating to the Works.
4 RISK AND OWNERSHIP
4.1 The Goods will remain at the risk of the Supplier until delivery is completed
in accordance with clause 3.2 or until collection is completed in accordance with
clause 3.3 (as appropriate).
4.2 Notwithstanding clause 4.1 ownership in the Goods will pass to GGUK on payment
or when delivery is completed in accordance with clause 3.2 or when collection
is completed in accordance with clause 3.3 (as appropriate) (whichever is the
earlier) (without prejudice to any right of rejection or other right which may
accrue or have accrued to GGUK).
5 PRICE AND PAYMENT
5.1 The price for the Works will be stated in the Order and (unless otherwise
agreed in writing) will be fixed for the duration of the Contract and will be
exclusive of value added tax but inclusive of all other charges (including but
not limited to charges for packaging, delivery and insurance requested by GGUK).
5.2 The Supplier may invoice GGUK for the Works at any time after the delivery
or collection (as appropriate) of the Works. Invoices must show GGUK's order number,
delivery or collection (as appropriate) number, the date and number of any relevant
delivery schedule and such other sufficiently detailed description as may be necessary
to enable the Works to be identified.
5.3 Where the invoice includes any charge for value added tax the invoice must
be in the form as laid down from time to time by HM Customs and Excise.
5.4 GGUK will use reasonable endeavours to pay the price for the Works within
30 days of the end of the month in which GGUK receives a valid invoice but time
for payment will not be of the essence of the Contract.
5.5 All payments will be made by GGUK without prejudice to GGUK's rights should
the Works prove unsatisfactory.
5.6 Any failure by the Supplier to comply with the instructions set out in the
Contract may delay payment.
5.7 GGUK may (but will not be obliged) at any time or times without notice to
the Supplier set off any liability of GGUK to Supplier against any liability of
Supplier to GGUK (in either case howsoever arising and whether such liability
is present, future, liquidated or unliquidated). GGUK and Supplier agree that
in exercising this right to set off, GGUK shall be doing no more than discharging
its own liability by the application of its own asset. Any exercise by GGUK of
its rights under these Conditions will be without prejudice to any other rights
or remedies available to GGUK under these Conditions or otherwise.
6 CHANGES IN SPECIFICATION ETC
GGUK may at any time make written changes to the Contract including but not limited to changes in the designs, compositions, specifications, method of shipment, quantities, packaging or time or place of delivery or collection (as appropriate). If any such change results in any increase or decrease in the cost of, or the time required for, the performance of the Contract an equitable adjustment will be made to the price, delivery or collection (as appropriate) date or both unless such changes are envisaged by the parties at the time the Contract was entered into. Any claim or adjustment by the Supplier must be approved by GGUK in writing before the Supplier proceeds with such a change. For the avoidance of doubt nothing in this clause 6 will relieve the Supplier from the obligation of proceeding without delay in the performance of the Contract.
7 QUALITY
7.1 GGUK is relying on the Supplier's skill and judgment in relation to the Works
and the Supplier undertakes, warrants and represents to GGUK and agrees as a condition
of this Contract that the Works and any and all labelling and packaging will:
(a) conform in all respects to the quantity, quality, design, functionality, performance
criteria, description, specification, stipulation or standard stated or referred
to in the Order, any literature (whether of a promotional character or otherwise)
issued or representations made in connection with the Works;
(b) be capable of any standard of performance specified in the Order;
(c) be of first-class materials and workmanship and be executed with reasonable
skill and care by properly qualified and experienced persons;
(d) be equal in all respects to any sample, pattern, drawings, demonstration or
specification provided or given by either party (which has been accepted in writing
by GGUK);
(e) be fit and sufficient for any purpose for which they are commonly supplied
or used and for any purpose indicated (either expressly or by implication) in
the Order or as may be made known by GGUK to the Supplier prior to the Contract
being entered into;
(f) be so designed, tested, constructed and manufactured as to be safe and without
risk to health or property when properly used;
(g) include all necessary information about the use of the Works and all instructions
and warnings relating to the Works as may be necessary for the safe use of the
Works and for GGUK to comply with its statutory obligations under the Health and
Safety at Work Act 1974;
(h) must be packaged in accordance with the Contract,
(i) be of satisfactory quality and be free from defects (whether latent or patent)
in design, materials or workmanship; and
(j) comply with all relevant laws, regulations, orders, rules and codes of practice
that may be in force in the United Kingdom and such other territories which GGUK
has informed the Supplier that the Works will be supplied from time to time; and
(k) be freely available for resale within the European Economic Area.
7.2 The Supplier will promptly provide all necessary information in connection
with the design, resale and use of the Works (whether or not such information
is requested by GGUK).
7.3 The Supplier consents to GGUK transferring any guarantee or similar rights
given by the Supplier to GGUK in relation to the Works supplied to any third party
to whom GGUK sells, hires or otherwise disposes of such Works with the intent
that such guarantee or similar rights may be enforced against the Supplier not
only by GGUK but also by any third party claiming through GGUK.
7.4 GGUK's rights under these Conditions are in addition to the statutory conditions
implied in favour of a purchaser by the Sale of Goods Act 1979 (as amended).
7.5 GGUK may at any time on giving reasonable notice to the Supplier enter any
premises where the Works are being carried out to ensure that the Supplier is
complying with its obligations under this Contract and the Supplier grants to
GGUK irrevocable authority to enter onto such premises for the purposes of exercising
its rights under this clause.
8 INDEMNITY AND INSURANCE
8.1 The Supplier will keep GGUK indemnified in full against any and all loss (including
direct, indirect, or economic loss (including but not limited to loss of profits)),
liability, damage, injury, claim, action, demand, expense or proceeding awarded
against, suffered, incurred or paid by GGUK as a result of or in connection with:
(a) any breach by the Supplier of any term of the Contract;
(b) any infringement or alleged infringement of any third party intellectual property
rights caused by the resale, supply or use of the Works in the European Economic
Area;
(c) any contract entered into by GGUK the performance of which has been delayed
or rendered impossible by the Supplier's breach of its obligations under the Contract;
(d) (in the event of delays, defaults or non-deliveries arising other than as
a result of GGUK's negligence) any increase in the cost of any item which would
not have been incurred but for such delay, default or non-delivery; and/or
(e) any claim made against GGUK by any customer or third party to the extent that
such was caused by, relates to or arises from the Works.
8.2 The Supplier will at all times during the continuance of the Order and thereafter
carry adequate insurances in an amount not less than £2 million to cover
product liability and will make the policy and premium receipts available for
inspection by GGUK at any reasonable time.
8.3 The provisions of this clause 8 shall survive the termination or expiry of
this Contract (howsoever arising).
9 CONFIDENTIALITY
9.1 The Supplier will keep in strict confidence all technical and commercial know-how,
specifications, processes or initiatives which are of a confidential nature and
which have been disclosed to the Supplier by GGUK or its agents and any other
confidential information concerning GGUK's business or its products which the
Supplier may obtain as a result of the Contract ("Confidential Information").
9.2 The Supplier will use the Confidential Information solely for the purposes
of complying with its obligations under the Contract.
9.3 The Supplier will restrict disclosure of the Confidential Information to such
of its employees, agents or subcontractors as need to know the same for the purpose
of discharging the Supplier's obligations to GGUK under the Contract and will
ensure that such employees, agents or subcontractors are subject to equivalent
obligations of confidentiality as bind the Supplier.
9.4 The Supplier will not (except to the extent necessary to fulfil its obligations
under the Contract) without the prior written consent of GGUK advertise or publish
the fact that the Supplier has contracted to supply the Works to GGUK.
9.5 The Supplier will notify GGUK of any breaches of this clause 9 and will co-operate
with any reasonable steps which GGUK may decide to take in relation to such breach.
10 LICENCES
If the performance of the Order requires GGUK to have any permit or licence from any government or other authority at home or overseas, the Order will be conditional on such permit or licence being available at the required time.
11 TERMINATION
11.1 GGUK may at any time (in its absolute discretion) terminate the Contract
in whole or in part by giving the Supplier written notice. On receipt of such
notice the Supplier will discontinue all work (or as the case may be the relevant
part) on the Contract. GGUK will (on terminating the Contract in accordance with
the provisions of this clause 11.1) pay to the Supplier a fair and reasonable
sum for any work in progress which the Supplier will be unable to reuse for any
other customer but GGUK will not be liable to the Supplier for any economic loss
and except as set out in this clause will have no further liability to the Supplier
in relation to such termination.
11.2 GGUK may terminate the Contract immediately if:
(a) the Supplier fails to provide the Works on the due date;
(b) the Works supplied do not conform in every respect with the Contract;
(c) the Supplier is in breach of any term of the Contract and (where remediable)
has failed to remedy such breach within 28 days of receipt of written notice specifying
the breach and requiring it to be remedied;
(d) there is a material change in the ownership or control of the Supplier; or
(e) the Supplier is wound up or becomes insolvent or has a receiver or administrative
receiver appointed or suffers the appointment or the presentation of a petition
for the appointment of an administrator or any equivalent or analogous event occurs
in any jurisdiction.
11.3 The termination of the Contract (howsoever arising) will be without prejudice
to any rights and remedies which may have accrued to either party.
11.4 Any Conditions which expressly or impliedly have effect after termination
or expiry will continue to be enforceable notwithstanding termination or expiry.
12 FORCE MAJEURE
GGUK will not be liable to the Supplier or be deemed to be in breach of these Conditions by reason of any delay in performing or failure to perform any of its obligations under these Conditions if such delay or failure was beyond GGUK's reasonable control. If GGUK is unable to perform its obligations under these Conditions in accordance with this clause 12 it will promptly notify the Supplier of the nature and extent of the circumstances in question.
13 GENERAL
13.1 The Supplier will not without the prior written consent of GGUK assign
or transfer the Contract or any part of it to any other person.
13.2 The Supplier will not without the written consent of GGUK subcontract the
Order or any part of it other than for materials, minor details or for the part
of the Goods of which the manufacturers are named in the Order or the specification.
Any such consent by GGUK will not relieve the Supplier of any of its obligations
under the Contract.
13.3 Each right or remedy of GGUK under these Conditions is without prejudice
to any other right or remedy which GGUK may have under these Conditions or otherwise.
13.4 Any notice or other document to be served under the Contract must be in
writing and may be delivered or sent by prepaid first class post or facsimile
transmission. Any notice or document shall be deemed served, if delivered, at
the time of delivery, if posted, 48 hours after posting and if sent by facsimile
transmission, at the time of transmission.
13.5 If any provision of the Contract is found by any court, tribunal or administrative
body of competent jurisdiction to be wholly or partly illegal, invalid, void,
unenforceable or unreasonable it will, to the extent of such illegality, invalidity,
voidness, unenforceability or unreasonableness, be deemed severable and the
remaining provisions of the Contract and the remainder of such provision shall
continue in full force and effect.
13.6 Failure or delay by either party in exercising any right or remedy provided
by the Contract or by law will not be construed as a waiver of such right or
remedy or a waiver of any other right or remedy.
13.7 Any waiver by either party of any breach of, or any default under, any
provision of the Contract by the other party will not be deemed a waiver of
any subsequent breach or default and will in no way affect the other terms of
the Contract.
13.8 (Except as provided in clause 7.3) a person who is not party to the Contract
will have no right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Contract. This clause 13.8 does not affect any right
or remedy of any person, which exists or is available otherwise than pursuant
to that Act.
13.9 The Contract will be governed by English law and the parties submit to
the exclusive jurisdiction of the English courts.
Gamma Global (UK) Ltd, Unit 8-9, Park 17, Moss Lane, MANCHESTER,
M45 8FJ
Home > Contact Us > About Us > Products © 2007 - 2012 Gamma Global - All Rights Reserved - HP Distributor