1. These terms and conditions apply to every contract entered into or on behalf of GB Electronics (UK) Ltd (GBE) for the supply or sale by the seller of goods and/or services and apply in place of and override any previous terms or conditions referred to by the seller in negotiations or otherwise.
2. GB Electronics (UK) Ltd is a UK based company, registered trading number 06210991, and registered address: Ascot House, Mulberry Close, Goring-by-Sea, West Sussex, BN12 4QY.
3. In these terms and conditions the buyer means the person, firm or company purchasing the goods or services from the seller.
4. All quotations and all orders which are made and accepted are subject to the following terms and conditions and any variation shall only be binding upon the seller and buyer if made in writing by the parties.
5. Orders may not be cancelled unless the seller consents in writing and the buyer will indemnify the seller against all losses incurred and in particular for the manufacture or preparation which will include, where applicable, the cost of special tools specifically made in connection with the contract.
6. Time will not be the essence of the contract and any times quoted for despatch of the goods are to be treated as estimates only and the seller shall not be liable for failure to dispatch with such time limits. The seller shall not be responsible for delays in despatch caused by instructions or lack of instructions from the buyer or by industrial action or by any cause whatsoever beyond the seller’s reasonable control.
7. Non delivery of a consignment will not be considered unless notice in writing is given within ten days of the date despatched advised to the buyer or the date of invoice, whichever is later.
8. Unless otherwise agreed, goods rejected by the buyer as not complying with the contract must so be rejected within seven days of receipt by the buyer and notice given to the seller in writing (or electronic format).
9. Unless otherwise agreed in writing, payment in full is due 30 days from the date of the invoice or despatch of the goods whichever is the earlier. The seller reserves the right to charge interest at 2.5% above the current Bank of England lending rate or any periods in excess of these terms. Interested can be calculated on a daily basis, whereby the rate is (LIBOR + 2.5%)/252 per day.
10. Save as otherwise provided by other conditions Sections 12-15 of the Sale of Goods Act 1979 are to be implied into this contract as the contract does not affect your statutory rights.
11. The buyer must give the seller immediate written notice of any defect in the goods and such goods shall be returned by the buyer to the seller at the buyer’s expense, unless otherwise agreed and if such goods prove to be defective as a result of faulty material or workmanship the seller shall replace or repair such goods. Defects in quality or dimension in any delivery shall not be a ground for cancellation of the remainder of the order.
12. Until the seller has been paid in full for the goods comprised in this or any other contract between the seller and buyer the goods remain the property of the seller though the risk passes to the buyer at the point of delivery named in the contract.
13. If the buyer fails to pay for the goods on the due date or commits any act of bankruptcy or if any resolution or petition to wind up the buyers business shall be passed on if the Receiver of the buyers undertakings is appointed or the buyer makes any composition with his creditors the seller may recover possession of the goods at any time from the buyer and for that purpose the seller, his servants agents or any other person duly authorised by it may enter any land or building upon which the goods are situated.
14. The buyer shall indemnify the seller against all damages, penalties, costs and expenses for which the seller may become liable through any work to be done in accordance with the buyer’s specification which is an infringement of a patent or copyright or registered design. In any case, the maximum liability GBE can be held responsible for is £100 on any trade.
15. Any tools which are supplied by the buyer will pass to the seller and the seller shall have full rights of ownership until such time as all debts due by the buyer to the seller are paid in full. In the event of the tool being supplied by a third party then the buyer shall notify the seller of the interest of the third party immediately upon the supply of the tools and the buyer will produce an undertaking and acknowledgement from the third party that the tools are and will be subject to a lieu by the seller for all debts as the buyer until paid. Until payment is made the seller shall have full rights to use the tools as if they were beneficially entitled.
16. Unless otherwise agreed contracts shall in all respects be construed and operated as an English contract in conformity with English law.
17. Limitation of Liability: In no event shall GB Electronics (UK) Ltd (or any subsidiary thereof) be liable for any indirect, incidental, punitive, special or consequential damages, or damages for loss of profits, revenue, or use incurred by the customer or any third party, whether in an action or in contract, or tort, or otherwise even if advised of the possibility of such damages. This clause includes any cause/s which are outside the control of the parties and could not be avoided by the exercise of due care.