Global Secure Systems - GSS Terms & Conditions of Sale

Definitions

In these Conditions:
“GSS” means Global Secure Systems Limited; “the Buyer” means the person whose order is accepted by GSS; “Contract” means the contract for the purchase and sale of hardware and/or software and/or services incorporating these Conditions.

Basis of Sale

GSS will sell and the Buyer will purchase the hardware and/or the software and/or the services in accordance with any written order of the Buyer which is accepted by GSS, subject in either case to these Conditions.

These Conditions govern the Contract to the exclusion of any other terms and conditions (if any) contained on or referred to in an order form or other communication from the Buyer. No addition, variation or substitution of these Conditions will bind GSS or form part of any order unless agreed in writing and signed by authorised representatives of both parties.

These Conditions and the terms of any order constitute the entire understanding of the parties and supersede all prior promises, representations and undertakings.

No GSS employee or agent is authorised to make any representations concerning the subject matter of the Contract unless confirmed by GSS in writing. The Buyer acknowledges that it is not relying on any such representation not so confirmed.

Orders

The Buyer is responsible for ensuring the accuracy of any order submitted by the Buyer.

GSS reserves the right to modify any hardware and/or software ordered, which are required to conform with any applicable safety or statutory requirements, or which do not materially affect their quality or performance.

Once accepted by GSS, no order may be cancelled by the Buyer without GSS’ express prior written agreement.

Prices

Orders are accepted at the price given at the date of order.

Unless otherwise stated, quotations are valid for acceptance for 30 days or earlier acceptance, after which they will lapse. Any quotation that has lapsed must be reconfirmed with GSS prior to an order being accepted.

GSS reserves the right, by giving the Buyer written notice at any time before delivery, to increase the price of hardware and/or software to reflect any increase in the cost to GSS which is due to any factor beyond GSS’ control. Where possible, GSS will provide 30 days’ notice of any price changes but the Buyer acknowledges this may not always be possible where prices vary for reasons outside of GSS’ control. GSS therefore reserves the right to vary prices at short, or even no, notice. Any price changes will be notified to the Buyer as soon as reasonably possible.

All prices are exclusive of VAT and any other sales taxes and delivery charges, unless otherwise stated. All delivery charges are charged as extra, irrespective of invoice value. Any overseas duties and taxes will be the responsibility of the Buyer.

Payment

Payment will be made by the Buyer within 30 days of delivery or of receipt of invoice, if earlier.

If a discount is given, VAT is calculated on the discounted price.

Interest on overdue invoices will be payable by the Buyer, before as well as after judgment, on a daily basis at an annual rate of 3% above Lloyds Bank Plc base lending rate from time to time.

The Buyer is not entitled to withhold or delay any payment due by reason of any actual or alleged defect, whether or not such defect is the subject of any claim.

The Buyer is responsible for any bank or other charges (including, but not exclusively, transfer charges, costs of cheques not being honoured etc.).

If:

any sum owed by the Buyer to GSS, or to Global Secure Technical Services Limited (“GSTS”) or any other associated company, under this or any other contract is overdue; or

at any time the credit standing of the Buyer has in GSS’ reasonable opinion been impaired for any reason; or

the Buyer fails to make any payment when it becomes due; or

the Buyer makes any voluntary composition or arrangement with its creditors; or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or if a resolution for the winding up of the Buyer is passed or a court makes an order to that effect; or if there is any breach by the Buyer of these Conditions; or the Buyer ceases, or threatens to cease, to carry on business; or GSS reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the buyer accordingly,

then GSS may, without prejudice to its other rights and remedies and at its option, be entitled to cancel the Contract or withhold any further deliveries and/or suspend the provision of further services without liability to the Buyer until arrangements as to payment or credit have been established to GSS’ reasonable satisfaction.

GSS shall be entitled but not obliged at any time or times without notice to the Buyer to set off any liability of the Buyer (or any group company of the Buyer) to GSS (or GSTS) against any liability of GSS (or GSTS) to the Buyer (or any group company of the Buyer) (in either case howsoever arising and whether any such liability is present or future liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. Any exercise by GSS of its rights under this clause shall be without prejudice to any other rights or remedies available to GSS (or GSTS) under this Contract or otherwise.

Delivery

Delivery is the responsibility of the Buyer and GSS arranges delivery solely as the Buyer’s agent. GSS accepts no responsibility for any loss or damage in transit. Any such loss or damage must be notified to GSS and the courier, in writing within 48 hours.

Delivery dates are given in good faith but are business estimates only and are not guaranteed. GSS is not liable for any loss or damage suffered by the Buyer as a result of GSS’ failure to comply with such delivery times.

The Buyer’s refusal to accept delivery (either part or whole) shall permit GSS to treat the Contract as repudiated by the Buyer and to decline to make any further deliveries, without prejudice to GSS’ right to recover damages for breach of contract.

GSS reserves the right to make deliveries in instalments. If the Buyer refuses or fails to accept any delivery, GSS reserves the right to invoice the Buyer in respect of the balance remaining undelivered, with payment becoming due immediately, and GSS shall be entitled to charge reasonable storage costs to the Buyer, the hardware and/or software being held at the Buyer’s risk.

GSS may agree, for a separate charge, to provide certain advice and/or consultancy services at the premises of the Buyer or elsewhere. Such services shall be subject to obtaining full information from the Buyer as to its specific requirements and strictly limited to advice regarding GSS’ own product range. If it does, then the Buyer shall indemnify GSS against any loss, damage or injury caused to GSS’ employees, agents or contractors during or as a result of or in connection with the provision of such services.

Title and Risk

Property in the hardware shall only pass to the Buyer on receipt by GSS in cash or cleared funds payment in full of the price of that hardware.

Property in any software shall, at all times, remain vested in GSS or its licensor, and the Buyer’s rights shall be governed by the terms of any licence relating to such software.

Risk in the hardware and/or software shall pass to the Buyer:

if delivered by GSS to a place nominated by the Buyer, when tendered for delivery at that place; or

if to be collected by the Buyer (or its agent), when loaded onto the Buyer’s (or its agent’s) vehicle, or at such time as they are available for so loading and would have been loaded but for the Buyer’s (or its agent’s) failure to collect them; or

if withheld by GSS for any valid reason, at such time as the Buyer would have been able to collect them had GSS not been so withholding them,

and the Buyer is responsible for insuring the hardware and software from any such time.

Until such time as property in the hardware passes to the Buyer:

the Buyer shall hold the hardware as GSS’ fiduciary agent and bailee, and shall keep all such items separate and distinct from those of the Buyer and third parties, and separately stored, protected and adequately insured, and identified as GSS’ property. Until such time, the Buyer shall be entitled to resell or use such items in the ordinary course of its business, but shall account to GSS for the proceeds of sale or otherwise of such items, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate and distinct from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and adequately insured; and

provided that the hardware is still in existence and has not been resold, GSS shall be entitled at any time to require the Buyer to deliver up the hardware to GSS and, if the Buyer fails to do so forthwith, to enter on any premises of the Buyer or any third party where such items are stored and repossess them.

Any hardware and/or software supplied to the Buyer which is subject to any restrictions or provisions imposed by the manufacturer’s and/or licensor’s conditions are supplied to the Buyer by GSS subject to any such conditions and on the terms of any applicable licence agreement.

The Buyer is not entitled to pledge or in any way charge by way of security for any indebtedness any hardware and/or software which remain the property of GSS (or its licensor) but, if the Buyer does so, all moneys owing by the Buyer to GSS shall (without prejudice to GSS’ other rights and remedies) become immediately due and payable.

Warranties

All hardware and/or software are supplied on and subject to the terms and conditions of warranties and licences of the original manufacturers and/or licensors. GSS will pass on to the Buyer the benefit of any guarantees or indemnities given to it by its supplier. Any software supplied is not warranted to operate error-free or on an uninterrupted basis.

GSS makes no warranty as to the description, quality, fitness for purpose, suitability or otherwise of any hardware and/or software supplied. GSS accepts no responsibility for any loss or damage, arising directly or indirectly, from the use of any hardware and/or software supplied by it, including any loss arising by reason of any failure of the hardware and/or software to comply with any specifications provided by the Buyer.

Except as otherwise expressly provided, and except where the Buyer deals as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Where the hardware and/or software are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

Defects

GSS reserves the right, at its sole discretion (acting reasonably), to determine whether any hardware and/or software is defective. Defective hardware and/or software will, at GSS’ option, be replaced or rectified by GSS. If this is not practicable, GSS will credit the value of the hardware and/or software at the original invoiced price. Any claim for defective hardware and/or software must be made in writing with a GSS RMA form within 7 days of delivery. The Buyer will have no claim in respect of any breach of warranty that should have been apparent on a reasonable visual examination of the hardware and/or software supplied. All associated transport charges for delivery to GSS are the responsibility of the Buyer. The Buyer is not entitled to terminate the Contract as a result of any defects discovered in any delivery.

Returns may only be made with a GSS RMA form and where a valid returns authorisation number has been issued by GSS. This number must be displayed on the outside of any packaging and the RMA form and GSS will not accept delivery of any hardware and/or software returned without this. The terms governing any loan unit (if any) supplied by GSS are as set out on the RMA form.

Limitation of Liability

Except in respect of death or personal injury caused by GSS' negligence (for which there shall be no limit on liability):

GSS is not liable to the Buyer by reason of any representation, implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, consequential or special loss or damage (including but not limited to loss of profit, business opportunity, contracts or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of GSS, its employees or agents or otherwise) arising out of or in connection with the supply of the hardware and/or software; or their use or resale by the Buyer; or the supply of any advice and/or consultancy services by GSS; or otherwise.

Except as may otherwise be expressly provided, GSS’ liability arising under or in connection with this Contract, whether arising in contract, tort (including negligence) or otherwise shall not under any circumstances, save as set out in clause 10.1, exceed the aggregate price payable by the Buyer under this Contract. If the Buyer does not consider that this limit is sufficient to protect its interests, the Buyer should contact GSS and GSS will be pleased to discuss with the Buyer whether it is able to amend this limit. The Buyer accepts that GSS shall be entitled to charge the Buyer, and the Buyer shall pay, an additional fee for accepting any different limit if GSS agrees to do so.

Force Majeure

GSS shall not be liable for any loss or damage caused by delay in performance or non-performance of any of its obligations under any Contract where the same is caused by any event beyond GSS’ control including but not limited to an act of God, war, riots, insurrection, governmental or parliamentary prohibitions or enactments, import or export regulations, fires, flood, casualty, epidemic, strikes, lock-outs, cessation of labour, trade disputes, destruction or shut-down of production facilities, shortage or curtailment, delay or disruption in transportation, difficulties in obtaining labour or materials, breakdowns or accidents, financial requirements or manufacturing limitation imposed by third–party manufacturers, suppliers or vendors. Should any such event occur, GSS may cancel or suspend this Contract without incurring any liability for any loss or damage caused thereby, and GSS shall be entitled to recover all monies owing to them in respect of deliveries made or services performed prior to any such failure.

General

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

No waiver by GSS of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

This Contract is governed by and construed in accordance with the laws of England and Wales, and the parties submit the resolution of any dispute to the exclusive jurisdiction of the courts of England and Wales.