In these Conditions:-
“the Company” means Gekko UK
“the Buyer” means any person who has offered or agreed to buy Goods from the Company or requested a Quotation
“Goods” means all goods to be supplied under any Contract or quoted for in any Quotation
“Contract” means any contract for the sale of Goods entered into between the Company and any Buyer.
“Quotation” means any quotation or estimate for the sale of Goods issued by the Company.
“Specification” means the technical specification (if any) to which Goods ordered by the Buyer are to be produced.
2.1 These Conditions shall govern and form part of all Quotations and Contracts to the exclusion of any terms suggested or referred to by the Buyer.
2.2 No variation hereof shall be binding on the Company unless accepted in writing on behalf of the Company by a duly authorised representative of the Company.
3.1 Quotations shall remain open for acceptance for the period stated hereon if not stated then for four weeks from their date of issue.
3.2 No Contract shall come into existence on the basis of a Quotation except by the Company’s confirmation of the Buyer’s acceptance of the Quotation
3.3 Prices quoted are exclusive of value added tax and refer only to the quantities and delivery rates mentioned in the Quotation.
4.1 All prices are exclusive of value added tax which (where payable) is payable by the Buyer in addition to the price of the Goods.
4.2 The Company may charge the Buyer in respect of the costs of packaging insurance and freight in addition to the price.
4.3 The Company shall be entitled to vary the price of Goods at any time prior to delivery in response to any increase in the costs of the Company including but not limited to the costs of labour, raw materials, components and utilities and shall notify any such increase to the Buyer prior to delivery.
4.4 The Company may charge the Buyer in respect of tools, dies and other devices prepared to facilitate the manufacture of the Goods but those things shall nevertheless remain the property of the Company.
5.1 The Buyer shall be responsible for the accuracy and suitability of any Specification supplied by it.
5.2 The Buyer shall inform the Company of any particular condition or purpose of which it wishes the Company to take account in formulating any Specification.
5.3 The Buyer shall indemnify the Company on demand against all and any loss, damages, costs and expenses awarded against or incurred by the Company in following or implementing any Specification supplied by the Buyer whether in respect of a claim that the Specification or its implementation or use constitutes a breach of any intellectual property right or any other right of any third party or otherwise howsoever.
5.4 The Company may at its discretion alter any specification in order to comply with applicable safety or statutory requirements or to reflect advances in scientific or technical knowledge or the requirements of the manufacturing process from time to time.
5.5 All specifications and descriptions of goods or processes contained in brochures or other material published by the Company are for guidance only and do not form a part of any contract.
5.6 The results of any tests carried out by the Company to establish compliance with Specification shall not be taken to imply or prove that the Goods will function adequately outside the conditions of such test, consequently, any modification of the Goods by the Buyer or use outside the specified conditions is at the risk of the Buyer.
No contract or order of the Buyer may be cancelled once accepted by the Company except on payment in full of all costs and expenses incurred by the Company in fulfilling or preparing to fulfil that order or Contract.
7.1 The Company may invoice the Buyer for the Goods at or at any time after delivery.
7.2 Unless otherwise agreed, invoices are payable on receipt and time for payment shall be of the essence of any Contract.
7.3 When payment in respect of any invoice is overdue the Company shall be entitled:
7.3.1 to charge interest before as well as after judgement on the amount outstanding at the rate of 4% above the base rate for the time being of Barclays Bank plc.
7.3.2 to cancel or suspend all Contracts existing between the Buyer and the Company without liability for any loss suffered thereby by the Buyer.
7.3.3 to make the delivery of all Goods to the Buyer under another contract conditional on cash on delivery
7.3.4 to offset any outstanding liability of whatever nature and whether liquidated or not of the Company to the Buyer up to the full amount of any such outstanding invoice or invoices and the remedies provided into this clause shall be cumulative and not mutually exclusive and in addition to any remedies available to the Company under the general law or otherwise under these conditions.
8.1 Delivery shall take place:
8.1.1 where the Goods are sold ex-works, by notification to the Buyer that the Goods are ready for collection;
8.1.2 where the Goods are sold delivered on physical delivery of the Goods to the address specified by the Buyer by or on behalf of the Company;
8.1.3 where the Goods are collected for delivery by a carrier, on collection
8.2 Where the Buyer fails to collect Goods available for collection within a reasonable period or refuses to accept delivery of Goods under any Contract the Company may charge the Buyer in respect of storage of the Goods until actual delivery of them or sell the Goods at the best readily obtainable price and account to the Buyer for any excess over the amount charged in respect of the Goods any shortfall shall constitute a debt owed and then due to the Company by the Buyer.
8.3 The Company may deliver Goods under any Contract by instalments and any default by the Company in respect of any instalment shall constitute a breach in respect of that instalment only and shall not entitle the Buyer to any remedy in respect of other instalments delivered or to be delivered under the same contract.
8.4 Dates and times for delivery shall be approximate and time for delivery shall not be of the essence of any Contract.
9. Risk and title
9.1 Risk in Goods shall pass on delivery.
9.2 Title in the Goods shall pass to the Buyer upon the happening of the earliest to occur of the following:
9.2.1 payment in full of the amount (including value added tax and the cost of packaging insurance and freight) outstanding in respect of the Goods;
9.2.2 the resale by the Buyer of the Goods in the normal course of business;
9.2.3 the incorporation of the Goods by the Buyer in other products manufactured or produced by the Buyer
9.3 While title to the Goods remains with the Company:
9.3.1 the Buyer shall store the Goods in such a way that they are readily identifiable as having been supplied by the Company
9.3.2 the Company shall be entitled through any authorised representative to enter the premises of the Buyer or any other premises where unpaid Goods may be stored whether accompanied or unaccompanied in order to take possession of those Goods;
9.4 When engaged in taking possession of Goods title to which has not passed from the Company to the Buyer the Company shall be entitled to presume that Goods have been used or resold by the Buyer in the order in which they were paid so that where the Buyer has paid for some Goods but not for others any Goods remaining on the Buyer’s premises shall be presumed to be unpaid except to the extent that they exceed the number or amount of unpaid goods supplied to the Buyer by the Company and the Company shall be entitled to take possession of any Goods in possession of the Buyer up to the number or amount of unpaid Goods and shall be presumed to have chosen or selected those Goods remaining unpaid.
9.5 Where payment for Goods remains outstanding and those Goods have been resold by the Buyer the Company shall be entitled to call for an assignment of any debt owing to the Buyer in respect of those resold Goods and that assignment shall be made by the Buyer forthwith upon the Company’s request.
9.6 Where payment for Goods remains outstanding and those unpaid Goods have been admixed with paid Goods or with goods not supplied by the Company and it is possible to remove the unpaid Goods from the resulting admixture or product without undue damage to the remaining components thereof the Company shall be entitled to enter unaccompanied onto any premises where any such resulting admixture or product may be situated and remove the said unpaid Goods by such means as may be reasonably necessary.
9.7 The remedies of the Company in respect of the unpaid Goods shall be cumulative and not mutually exclusive and shall be in addition to any remedy which the Company may have under the general law.
10. Warranty & Liability
10.1 The company warrants that the Goods will conform substantially with the relevant Specification.
10.2 The Company’s entire liability and the Buyer’s exclusive remedy under Clause
10.1 is limited either:
10.2.1 the company at its own expense using all reasonable endeavours to rectify any non-conformance with the warranty by repair within a reasonable period of time or at the Company’s option replacement of the Goods; or
10.2.2 to return the price paid if in the Company’s reasonable opinion it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost.
10.3 The Company will have no liability or obligation under the warranty given in this Clause 10 unless it has received written notice from the Buyer of any non-conformance with the warranty within 10 days from delivery, unless the complaint relates to a genuine OEM printhead/printplate which is subject to an extended OEM warranty
10.4 Save as expressly provided all terms, conditions, warranties, undertakings and representations whether express or implied (by statute, common law or otherwise) including (without liability) implied terms or conditions of satisfactory quality, performance and fitness for a particular purpose are hereby excluded. The Company does not warrant that the Goods or the Specification will meet the Buyer’s requirements.
10.5 The Company will not be liable, whether arising under contract, tort (including negligence) or otherwise, for loss of profits or of contracts, loss of operation time and loss of goodwill, business or anticipated savings, or for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused.
10.6 The Company accepts liability to the extent that it results from the negligence of the Company and its employees for death or personal injury without limit. 10.7 In all other cases not falling with Clause 10.6 the Company’s total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with Goods sold to the Buyer under any Contract or based on any claim for indemnity or contribution is limited to the invoice price for the Goods concerned, ex-works and ex vat. 10.8 The Buyer agrees that except as expressly provided in this Clause 10 the Company will not be under any liability of any kind whatever and however caused arising directly or indirectly in connection with Goods sold under any Contract. 10.9 The Company shall not be liable in respect of any failure to perform its obligations under any contract which is attributable to force majeure or any cause beyond its reasonable control.
11. Intellectual Property Rights
11.1 No licence or assignment of any copyright trademark, registered design, patent or any other intellectual or industrial property right of the Company is intended to or shall be made by virtue of any Contract except to the extent that use of the Goods in the normal course of business necessitates the loading and running of any computer program of the Company or the incidental use of any other intellectual or industrial property of the Company the doing of which is licensed with effect from payment in full for the Goods.
11.2 The Buyer stall take all reasonable steps to protect all intellectual or industrial property rights of the Company in or connected with the Goods.
11.3 The Buyer shall notify the Company of all actual or threatened infringements of the Company’s intellectual or industrial property rights or claims or allegations that the Goods or their use constitute a breach of any intellectual or industrial property right of any third party and co-operate fully with the Company at the Company’s cost in all reasonable steps to prevent or stop such infringements or to defeat any such claim or allegation.
11.4 The Buyer shall make no admission in respect of any claim or action brought or threatened by any third party alleging or involving an allegation that the Goods or their use constitute a breach of any intellectual or industrial property right of such third party. The Company shall be entitled to conduct or control the conduct of negotiation, discussions correspondence or proceedings in respect of any such claim or action. The Buyer shall execute all documents and do all such other things as the Company may request of it in the course of any such claim or action and the Company shall indemnify the Buyer against all costs, liability, damages, expenses or claims in relation thereto except to the extent that the same may be attributable to the default of the Buyer.
11.5 The Company shall use its reasonable endeavours to keep confidential any confidential information disclosed to it by the Buyer whilst the same shall not have entered the public domain. 11.6 Unless otherwise agreed copyright and all other intellectual property or industrial property rights in all plans, drawings and designs including the Specification made in the course of manufacturing the Goods shall belong to the Company.
If the Buyer commits any act of insolvency or bankruptcy or (being a company) has a liquidator or receiver appointed in respect of all or any part of its assets or passes any resolution to wind itself up except for the purposes of reconstruction or (being an individual) is declared bankrupt all amounts then owing by the Buyer in respect of Goods shall become immediately due and payable and the Company may forthwith terminate any Contract between the Buyer and Company and shall be immediately entitled to exercise any remedy available to it in respect of unpaid Goods pursuant to clause 9 above or otherwise available under these Conditions or the general law.
13.1 Where any Contract is for the export of Goods than unless otherwise agreed:-
13.1.1 the Buyer shall be responsible for all administrative and other permissions and consents necessary and duties payable.
13.1.2 payment shall be by irrevocable letter of credit in favour of the Company;
13.1.3 the Buyer shall be responsible for inspection and testing of the Goods before shipment and the Company shall have no liability in respect of any defect subsequently discovered which would have been discoverable on reasonable inspection or for any damage or defect arising during shipment.
13.1.4 the Goods shall be delivered f.o.b. to the air or sea port of shipment (as defined by lncoterms 1990) and no notice need be served under Section 32(3) Sale of Goods Act 1979.
14.1 The Company may sub-contract the performance of all or any of its obligations under any Contract and may assign both the benefit and the burden of any Contract without the consent of the Buyer.
14.2 Any notice required to be given by these Conditions may be given at the registered office of either party or at its principal place of business.
14.3 No failure to exercise or partial exercise of any right or remedy of the Company shall constitute a waiver of such right or remedy.
14.4 The partial illegality or unenforceability of any of these Conditions shall not affect the legality or enforceability of the remained of them.
14.5 These conditions are to be governed by and construed and given effect in accordance with the laws of England and Wales to the jurisdiction of the courts of which the Company and The Buyer submit. By raising a PO you are agreeing to these terms.