1.1 In these Terms and Conditions of Sale ("the Conditions"):
means written or e-mail acceptance
of an Order by GPTE;
means any day other than (i) a
Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not open
for business in the City of London;
means the person who places an order
to purchase Goods from GPTE;
means a binding legal contract under
which GPTE agrees to supply Goods ordered by the Buyer and which is formed
in accordance with Condition 3
means the point at which GPTE will
have fulfilled its obligation to supply the Goods to the Buyer under the
Contract and "Deliver" shall be interpreted accordingly;
means the goods sold or to be sold
means GPTE International, a
company registered in
England registered office
at Haddon House, 29 New House Park, St
Albans, Hertfordshire, AL1 1UQ).
means the person, partnership,
company or business who manufactured the Goods;
means an order submitted by the
Buyer to GPTE for the purchase of Goods at the price set out in the
means a quotation from GPTE to the
Buyer, offering to sell a particular quantity and type of Goods to the Buyer
at a particular price;
the period stated as such in the
Quotation starting with the date of the relevant invoice during which the
warranty in Condition 9.2 applies.
headings are for ease of reference only and shall not affect the
interpretation or construction of the Conditions;
words imparting the singular shall include the plural and vice versa.
Words imparting a gender shall include every gender and references to persons
shall include an individual, company, corporation, firm or partnership; and
references to any statute or statutory provision shall include any
subordinate legislation made under it, any provision which it has modified or
re-enacted (whether with or without modification) and any provision which
subsequently supersedes it or re-enacts it (whether with or without
The Conditions shall apply to all Quotations, Orders and Contracts made
or to be made by GPTE for the sale of Goods. The giving by the Buyer of any
Order or any delivery instruction or the acceptance by the Buyer of Delivery of
the Goods shall constitute unqualified acceptance by the Buyer of these
The Conditions shall prevail over any terms put forward by the Buyer.
Any conditions submitted, proposed or stipulated by the Buyer in whatever form
and at whatever time, whether in writing, by e-mail or orally, are expressly
waived and excluded.
No statements made by the employees, contractors or agents of GPTE or
contained in any website, brochures, catalogues, sales literature or
correspondence are intended to have any legal effect unless expressly agreed in
writing or by e-mail by a duly authorised representative of GPTE or are stated
by GPTE that the same shall form part of the Contract.
The Conditions, together
with the Quotation, Order and Acceptance, contains the entire agreement between
GPTE and the Buyer in relation to the Contract. They supersede and replace any
prior written, e-mail or oral agreements, representations or understandings
between GPTE and the Buyer relating to the Contract. The Buyer acknowledges
that it has not entered into the Contract based on any representation that is
not expressly incorporated into the Contract. Nothing in the Contract shall
exclude or limit liability for fraud.
To the extent there is any
conflict between the Conditions and the Quotation, Order or Acceptance, the
Quotation, Order or Acceptance shall prevail.
No other terms or changes to the Contract shall be binding unless agreed
in writing or by e-mail by a duly authorised representative of GPTE.
No Contract shall be a
sale by sample.
If the Buyer would like to purchase any Goods, it shall first ask GPTE
for a Quotation.
Within 30 days of the date of a Quotation which GPTE has not revoked
(orally, by e-mail or in writing), the Buyer shall submit its Order in writing
or by e-mail to GPTE. The Order shall be on the same terms as the Quotation and
shall refer expressly to the relevant Quotation.
GPTE may acknowledge receipt of the Order. Unless the acknowledgement of
receipt expressly states that GPTE is accepting the Order, this shall not
The Contract is formed when GPTE delivers its Acceptance to the Buyer in
respect of an Order placed by the Buyer which the Buyer has not previously
revoked. Acceptance shall be deemed to have been delivered when it has been
posted (if sent by post), received by the Buyer (in the case of personal
delivery), or upon receipt by GPTE of confirmation of the Buyer's receipt (in
the case of sending by e-mail).
GPTE may in its absolute discretion decide whether to agree to the
Buyer's written or e-mail request to cancel or reschedule any Order prior to
Subject to informing the Buyer, GPTE may supply Goods with modifications
or improvements incorporated into them.
The Buyer acknowledges that the Goods are second-hand. Where:
the Goods are not sold "as is"; and
there is no applicable certificate of calibration provided through GPTE
in accordance with Condition 4.3; and
it is possible depending on the particular Goods,
Unless otherwise stated in its Quotation,
GPTE shall prior to Delivery to an end-user, as part of the price for the Goods have the Goods cleaned
and issued with a certificate of conformance traceable to UK National Standards
and tested against the Manufacturer's specification. A certificate of
conformance is not as accurate as a certificate of calibration.
It is the Buyer's decision whether it seeks to obtain a certificate of
calibration. If the Buyer chooses to do so and GPTE agrees to provide
assistance, GPTE shall act as the Buyer's agent in finding a relevant service
provider to conduct the testing. In that case, unless otherwise provided in the
Quotation, the Buyer shall be required to pay to GPTE the service provider's
fees in full before the testing may commence and GPTE shall pay the fees of the
service provider on the Buyer's behalf in accordance with the service provider's
payment terms. The Buyer acknowledges that GPTE is merely acting as its agent
and shall not be liable for the acts or omissions of the service provider or the
results provided. If the Buyer does obtain a certificate of calibration with
GPTE’s assistance, GPTE will not provide a certificate of conformance.
The packaging of the Goods shall be in accordance with GPTE's customary
packaging practices. If the Buyer would like extra packaging, this is available
at a cost.
DELIVERY AND RISK
Where destination of the Goods is in the UK, Delivery shall be CPT as per
Incoterms 2010 and shall be deemed to have occurred when the Goods are collected
by the carrier from GPTE's premises for transit to the destination agreed
between GPTE and the Buyer. Sub-sections (1) and (2) of Section 32 of the Sale
of Goods Act 1979 shall not apply to the Contract.
Where the destination of the Goods for receipt by the Buyer is outside of
the UK, Delivery shall be Ex-Works as per Incoterms 2010. For Deliveries made
Ex-Works, GPTE shall be deemed to have Delivered the Goods when the Goods are
ready for collection at their collection point and GPTE has notified the Buyer
The Buyer shall ensure that it is ready for safe receipt of the Goods
without undue delay.
Any dates for Delivery stated in the Quotation, the Order,
acknowledgement of Order or Acceptance or otherwise provided by GPTE shall not
be of the essence and are estimates only. GPTE shall not be liable for any loss
or damage whether arising directly or indirectly from delay in Delivery.
Partial Delivery shall be permitted. Although GPTE will endeavour to
Deliver the Goods under the Contract together, GPTE may Deliver the Goods by
instalments and may invoice the Buyer for each Delivery. Delay, default or
non-Delivery of any instalment shall not entitle the Buyer to cancel the
remainder of the Contract.
Each agreement between GPTE and the Buyer shall constitute a separate
contract and delay, default or non-delivery in respect of any one contract shall
not entitle the Buyer to cancel the Contract or delay in paying for the Goods
under the Contract.
Where a sale is on an Ex-Works Incoterms 2010 or CPT Incoterms 2010 basis
signature of receipt from the carriers’ representative and/or proof that the
consignment has been entered in their tracking system shall be evidence that the
ordered Goods have been Delivered. In addition, the Buyer may be required to
sign a delivery note upon the Goods arriving at the place of destination as
further evidence that the ordered Goods have been Delivered. Buyer to ensure that all Goods are signed for as
“unchecked” in case it is subsequently found that damage has occurred in
All risk in the Goods shall pass to the Buyer upon:
collection of the Goods by the carrier in the case of CPT Incoterms 2010
notification to the Buyer that the Goods are ready for despatch in the
case of Ex-Works Incoterms 2010 sales.
Notwithstanding any provision in Incoterms 2010 to the contrary, the
Buyer shall keep the Goods fully insured with a reputable insurance company
against all risks of loss or damage from the time when the risk passes to it
until property passes in accordance with Condition 7. If the Goods are lost, damaged or destroyed, the Buyer
shall hold the proceeds of insurance for and to the order of GPTE pending
Payment (as defined in Condition 7.1).
If Delivery is delayed through the Buyer's default or if the Buyer
declines or delays in accepting Delivery, then GPTE may (without prejudice to
any other right or remedy available to it) do all or any of the following:
sell the Goods for GPTE's account;
cancel the Contract as regards any Goods that remain to be Delivered; and
charge a reasonable storage fee and other costs and losses incurred by
GPTE (including without limitation the difference between the price received by
GPTE from another purchaser for the Goods and the price for the Goods in the
If the Goods are being exported from the UK, the Buyer shall be
responsible for complying with all applicable legislation and regulations
governing the exportation of the Goods out of the UK and the importation of the
Goods into the country of destination and for payment of any duties or levies
Notwithstanding Delivery, property in the Goods shall remain with GPTE
and subject to the following provisions of this Condition the Buyer shall hold
the Goods as bailee for GPTE until payment in full of all sums owing from the
Buyer to GPTE on any account whatsoever whether under the Contract or any other
contract between GPTE and the Buyer ("Payment")
Until Payment, the Buyer shall keep the Goods in good condition and
separate and clearly identified as the property of GPTE.
The Buyer shall not pledge or allow any lien or charge to arise over
Goods until Payment. The Buyer shall not deal with the Goods other than in the
ordinary course of business.
In the event of sale or any disposition of the Goods by the Buyer, the
Buyer shall hold on trust for GPTE to the GPTE's order in a separate bank
account any proceeds received up to the full value of the Payment. The Buyer
shall not mix the proceeds of sale with any other monies. If the monies are
mixed, GPTE may trace the proceeds into any other monies and the Buyer shall
indemnify GPTE against any losses, damages, costs and expenses for doing so. If
GPTE requires, the Buyer shall authorise and direct such third party buyer to
pay to GPTE a like part of the sum due to the Buyer in respect of the Goods sold
and assign to GPTE such part of the debt owed to the Buyer by the third party.
GPTE may at any time until Payment without notice recover possession of
the Goods which are the property of GPTE. The Buyer hereby grants to GPTE an
irrevocable licence to enter for that purpose any premises then occupied by or
in the ownership or possession of the Buyer. The Buyer shall indemnify GPTE
against all claims, losses, damages, liabilities, costs and expenses so arising.
GPTE shall be entitled to maintain an action for the price of the Goods,
notwithstanding that the property in them has not passed to the Buyer.
8. PRICE AND PAYMENT
The price and currency for payment shall be as stipulated in the
GPTE reserves the right before Delivery to vary the price of the Goods by
notifying the Buyer due to a change in its costs arising outside of its
reasonable control. If the price is increased, the Buyer may cancel the
undelivered balance of the Contract by notifying the Company within seven days
of the Company's notice of price change and before the Goods are despatched in
the case of sales on a CPT Incoterms 2010 basis.
Unless otherwise agreed by GPTE in writing or by e-mail, the price of the
is without discount; and
is exclusive of costs of any applicable sales, export and import taxes
incurred by GPTE, which must all be paid in full at the same time as payment for
the Goods; and
(in respect of a Delivery outside of the UK for which GPTE has agreed to
organise carriage) is exclusive of the cost of carriage, which must be paid for
in full at the same time as payment for the Goods.
Unless stated in the Quotation or otherwise agreed by GPTE in writing or
by e-mail, the Buyer shall pay in full upon submission of the Order. Time for
payment is of the essence.
The Buyer shall pay all sums due to GPTE in full without any set-off,
deduction or withholding whatsoever.
If the Buyer is late in paying any sum to GPTE, GPTE may (without
prejudice to any other right or remedy available to it whether under the Contract or by any statute, regulation or bye-law)
do any or all of the following:
charge interest at the annual rate of 8% above the official dealing rate
of the Bank of England from time to time from the due date until payment (after
as well as before judgment), such interest to run from day to day and to be
sell or otherwise dispose of any Goods which are the subject of any Order
by the Buyer, whether or not appropriated thereto, and apply the proceeds of
sale to the overdue payment; and
suspend the performance of the Contract and any other contract between
GPTE and the Buyer until payment in full has been made.
This condition 9 sets out the entire liability of GPTE to the Buyer in
respect of damaged or defective goods and shall apply in lieu of all conditions,
warranties or obligations which would otherwise be implied by Statute, Common
Law or otherwise, all of which are excluded to the fullest extent permitted by
GPTE warrants that:
the Goods will be delivered to the Buyer in the quantities ordered;
except for sales in an “as is” condition, the goods on delivery will be
of a similar appearance to the original manufactured condition; and
the Goods, other than those specifically offered for sale in an "as is"
condition, will during the warranty period remain free from material defects
caused solely by faulty materials or poor workmanship and will perform
substantially in accordance with their technical and functional specifications
in the manufacturer’s product catalogue in force at the time of the
manufacturer’s original sale of the goods.
Subject to Condition 9.4, GPTE shall at its option:
repair or replace; or
repay an appropriate portion of the purchase price of; or
provide a credit note in respect of,
delivered Goods which are not in conformance with the
Warranty set out in Conditions 9.2.2 or 9.2.3.
9.4 GPTE's liability for defective or damaged goods
under Conditions 9.2.2 and 9.2.3 is subject to:
the Buyer notifying GPTE of any claim promptly and in any event within
two business days from discovery, specifying with reasonable detail the way in
which it is alleged that the goods are defective or damaged;
at the same time as the Notice, the Buyer providing GPTE with GPTE's
Sales Order Number, Invoice Number, Invoice date, Goods Serial Number and
confirmation whether the packaging around the goods was received intact by the
the Buyer showing to GPTE's reasonable satisfaction that the defect or
damage is solely attributable to defective materials or workmanship in the Goods
or pre-delivery care and not the combination or incompatibility of the Goods
with any other materials or products or post-delivery installation or moving or
transit of the Goods;
following Delivery, the Goods having not been misused or subjected to
neglect, improper or inadequate care, carelessness, abnormal working or usage
conditions or improper maintenance, or involved in any accident, repair,
replacement, servicing or modification or dealt with contrary to any
instructions of GPTE or the Manufacturer;
the Goods not having had the "Warranty Void" seals that were affixed by
GPTE disturbed or broken without prior written or e-mail authorisation from an
authorised representative of GPTE;
the Buyer allowing GPTE the opportunity to inspect the Goods;
the Buyer obtaining a quote to repair locally if requested by GPTE;
the Buyer returning to GPTE's premises or such other location stipulated
by GPTE anywhere in the world the defective or damaged Goods carriage and
insurance paid at the Buyer's risk with GPTE's Goods Return Number clearly
displayed on the label and carefully packed to avoid damage in transit (and
Section 36 of the Sale of Goods Act 1979 shall not apply); and
the Buyer having paid for the Goods in full no later than 30 days after
the due date of the payment.
Although GPTE may have conducted tests on the Goods or obtained a
Certificate of Conformance, it makes no Warranty under Conditions 9.2.2 or 9.2.3 on Goods sold "as is". This is due to the age of the Goods,
their obsolence or lack of support, the low sale price, anything beyond the
reasonable control of GPTE or anything else that makes it fair in the
circumstances to offer no Warranty. In cases of Goods sold "as is", in
accordance with the Buyer's reasonable request, GPTE shall allow the Buyer or
its agent a reasonable opportunity to inspect and test the goods before they are
despatched by GPTE. If, following the Buyer’s test, the Buyer does not want to
proceed with the purchase of the inspected goods because they do not work
satisfactorily, the Buyer may reject those Goods (but not any other Goods
forming part of the Contract). In the event:
GPTE shall refund to the buyer any of the sales price for those Goods
already paid by the Buyer less GPTE's reasonable expenses; and
the Buyer shall not be liable to pay GPTE the sale price for those Goods,
provided that it shall promptly reimburse GPTE for GPTE's reasonable expenses.
GPTE shall not offer any Warranty under Condition 9.2.3 in respect of parts which would not have been subject to the
original Warranty of the Manufacturer. Without Prejudice to the generality of
the previous sentence, the Warranty under Condition 9.2.3 shall exclude the following items: displays, attenuators,
thermionic values, TWT’s, backward wave & YIG oscillators, RF power elements,
transport mechanisms, cesium & rubidium tubes, software, cathode ray tubes,
cases, microphones, light wave sources, transmission & receiving components,
photo multipliers, tubes, probes, transducers and tape heads.
The Warranty contained in this Condition is specifically limited to the
Buyer. No Warranty is made to any other person, whether subsequent Buyer or
user, or to any bailee, licensee, assignee, employee, agent or otherwise.
If the Buyer makes an invalid claim under the Warranty in the Condition
or if the Buyer returns the Goods other than in accordance with this Condition 9 or GPTE's instructions, GPTE may charge the Buyer for its
charges and reasonable costs in examining the Goods and dealing with the claim
plus its costs of storage and returning the Goods to the Buyer.
If the Buyer makes a valid claim under the Warranty under Conditions
9.2.2 or 9.2.3, GPTE will pay for the cost of return (but not insurance) of
the repaired or replaced Goods to the Buyer’s original destination. Delivery of
the return shall be at the Buyer’s risk.
9.10 The Buyer acknowledges that it should regularly maintain and service the
goods after any warranty period. To the extent permitted by law, GPTE shall not
have any responsibility for the Buyer’s or any third party’s continued use of
the Goods after the end of any applicable Warranty period.
10. LIMITATIONS OF LIABILITY AND INDEMNITY
10.1 All descriptions, representations,
specifications, samples, colours, illustrations and other particulars furnished
or made orally by GPTE or in websites, catalogues, trade literature, price lists
or other documents issued by GPTE are given for general information purposes
only and the Buyer acknowledges that it is not entering into the Contract in
reliance upon any such description, representation, specification, sample,
colour, illustration or other particular.
10.2 GPTE does not exclude its liability for its fraud or, where the Unfair
Contract Terms Act 1977 applies, for death or personal injury caused by its
10.3 Subject to Condition 10.2, GPTE shall not be liable to the Buyer (whether in Contract,
tort or otherwise) under the Contract in respect of any:
10.3.1 Indirect or consequential losses, damages, costs or expenses;
10.3.2 loss of data;
10.3.3 loss of profit;
10.3.4 loss of revenue; or
10.4 Subject to the
rest of this Condition 10, the total liability of GPTE arising out of or in connection
with a claim made by the Buyer in respect of loss or damage suffered by the
Buyer flowing from any one event or series of connected events pursuant to the
Contract shall be limited to:
10.4.1 the total sums paid by the Buyer to GPTE for the specific item of test
equipment in question under the Contract where the Goods are sold "as is";
the higher of
£250,000 and the total sums paid by the Buyer to GPTE for the specific item of
test equipment in question under the Contract where the Goods are sold other
than "as is".
11. TECHNICAL INFORMATION
11.1 All confidential information of any kind
including but not limited to technical information, materials, specifications
and drawings ("Technical Information") coming to the attention of the
Buyer (whether before or after the date of
an Order) in connection with the Goods shall remain the property of GPTE.
The Buyer shall at all times (whether before or after the date of an Order)
keep and procure to be kept secret and
confidential the Technical Information and shall not use nor disclose the same
11.1.1 for the proper performance of the Contract or
any other contract between GPTE and the Buyer;
11.1.2 as otherwise permitted by the Contract; or
11.1.3 with the prior written consent of GPTE.
The Buyer shall at GPTE's option return or destroy all documents
containing Technical Information to GPTE on request.
The Buyer shall indemnify GPTE against all claims, losses, damages,
liabilities, costs and expenses incurred by GPTE arising whether directly or
indirectly from any breach by the Buyer of this Condition 11.
GPTE shall not be liable for any breach or delay in the performance of
the Contract attributable to any cause beyond its reasonable control ("Event
of Force Majeure"), regardless of whether the circumstances in question
could have been foreseen.
The performance of each party's obligations shall be suspended during the
period that the circumstances persist and such party shall be granted an
extension of time for performance equal to the period of the delay.
Each party shall bear its own costs incurred by the Event of Force
Should any performance of obligations be delayed under this Condition 12, the Buyer shall nevertheless accept performance as and when
GPTE shall be able to perform.
If the Event of Force Majeure continues without a break for more than
three months, either party may terminate the Contract forthwith by written
notice to the other, in which event neither party shall be liable to the other
party by reason of such termination.
If GPTE has contracted to provide identical or similar Goods to more than
one buyer and is prevented from fully meeting its obligations to the Buyer by
reason of an Event of Force Majeure, GPTE may decide in its absolute discretion
which contracts it will honour and to what extent.
DEFAULT, WINDING UP
In the event that the Buyer:
is in breach of any or its obligations under the Contract; or
is unable to pay its debts or, being a company, has a petition for
administration or winding up presented against it or commences winding up
proceedings or has a receiver or manager appointed over any of its property or
assets or, being an individual or partnership, is the subject of a bankruptcy
petition or in either case enters into any composition with creditors generally
or takes or suffers any steps preparatory thereto or if any distress or
execution is levied or threatened to be levied on any of the property or assets
of the Buyer,
GPTE may terminate the Contract immediately on giving notice
in writing and retain any deposit or advance payment and the Buyer shall
indemnify GPTE against all claims, losses, damages, liabilities, costs and
expenses of whatsoever nature resulting from any such termination and all sums
due to GPTE from the Buyer shall become immediately payable.
On the happening of any of the events in Condition 13.1, then if the Buyer has not paid GPTE in full for the Goods,
the Buyer shall:
not sell or use the Goods in any way and shall immediately inform GPTE of
the occurrence of the event in Condition 13.1; and
immediately deliver the Goods in which GPTE has reserved property to such
address as GPTE shall specify.
Termination of the Contract shall be without prejudice to any accrued
rights or remedies of GPTE. Termination of the Contract will not affect the
coming into force or continuance in force of any provision which is expressly or
by implication intended to come into or continue in force on or after such
Any notice or other communication required or authorised to be given
under the Contract shall be in writing or by e-mail and may be served by
personal delivery or by first-class pre-paid post or recorded delivery letter or
by facsimile or e-mail addressed to such address or facsimile number or e-mail
address of the other for last known to the sender.
Unless otherwise stated, any notice given by post shall be deemed to have
been served two Business Days after the same is posted and any notice so given
by e-mail shall be deemed to have been served upon receipt of an
answerback signal from the receiving machine and upon the
sender's receipt of information to the effect that e-mail has been opened by the
recipient. In proving service it shall be sufficient to prove that the letter
or facsimile was properly addressed or numbered and, as the case may be, handed
in at the Post Office as a first-class pre-paid post or recorded delivery letter
or despatched or information that
the correctly addressed e-mail was opened.
No failure or delay by either party in exercising any right under the
Contract shall operate as a waiver of such right or extend to or affect any
other or subsequent event or impair any rights or remedies in respect of it or
in any way modify or diminish that party's rights under the Contract.
If any Condition or part of any Condition shall become or shall be
declared by any court of competent jurisdiction to be invalid or unenforceable,
such invalidity or unenforceability shall in no way affect any other Condition
or provision or part of any Condition or provision, all of which shall remain in
full force and effect.
The Buyer shall not assign or transfer or purport to transfer or assign
the Contract to any other person.
Nothing in the Contract shall create or be deemed to create a
partnership, an agency or a relationship of employer and employee between the
A person who is not a party to the Contract has no rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
The Contract shall be governed by and construed in accordance with
English law and the parties hereby submit to the non-exclusive jurisdiction of
the English courts. All dealings, correspondence and contacts between the
parties shall be made or conducted in the English language.