1.1 “the Equipment” shall mean goods, components and other items hired or sold by GDS or any part thereof.
1.2. “the Customer” is the person, firm, corporate or public body hiring or purchasing the equipment. Any person purporting to act on behalf of the customer shall be bound by the Contract.
1.3. “Consequential loss” shall mean loss of profits, contracts or other consequential loss or damages whatsoever.
1.4. “Interest” shall mean interest calculated in accordance with Clause 4.1
1.5. The Contract shall be interpreted and applied in accordance with English Law and the parties to this contract agree to submit to the exclusive jurisdiction of the English Courts
2.1. Delivery and Risk in Title
2.1.1. All deliveries are quoted ex works on principle. Dispatch is affected at the Buyer’s risk and expense.
2.1.2. The risk in the Equipment shall pass to the Customer immediately on delivery at the address shown for delivery on the contract or if the Customer collects on collection.
2.1.3. Property and title in the Equipment shall remain vested in GDS. GDS reserve the right to dispose of the Equipment until such time as the price has been paid in full.
2.1.4. If any part of the payment is overdue or if the Customer is in breach of any of these terms or if the Customer or any third party shall take any steps or any act or proceeding in which in the reasonable view of GDS the Customer’s solvency is in doubt GDS may (without prejudice to any of GDS.’ Other rights) recover or resell the Equipment and may enter upon the Customer’s or any third parties property for that purpose.
2.2.1. The Customer or any duly authorised person on behalf of the Customer shall receive and unload the Equipment and shall check the same for quantity and condition in the presence of the GDS nominated Carrier.
2.2.2. Any shortage of or unsatisfactory Equipment shall be endorsed by the Customer or a duly authorised person on behalf of the Customer on the delivery document and the Customer shall give written confirmation to GDS within three days of delivery.
2.2.3. No claim in respect of shortage of or unsatisfactory condition of the Equipment shall be entertained by GDS unless condition 3.2.2. is observed.
2.2.4. This condition does not affect the statutory rights of the Customer.
2.3.1. The price charged will be the price ruling at the time of delivery. Where this is at variance with the price quoted or inserted in the contract at the time the goods were ordered the Customer will be advised prior to delivery.
2.3.2. Confirmed prices are valid for a period of 6 months from the document date supplied, quoted prices are valid for 30 days.
2.4.1. Where account facilities have been granted to the Customer in writing all invoices must be paid within the agreed credit time period.
2.4.2. Where no such facilities have been granted payment will be with order or where previously agreed on delivery.
3.1. Payment and Interest
3.1.1. Where payments are not made on the due date GDS will be entitled to interest on the amount that is overdue at Lloyds Bank plc base rate prevailing for the period for which such monies are overdue together with 4% calculated on a day to day basis compounded with quarterly rests.
3.1.2. The payment of such interest shall be without prejudice to any other rights or remedies of GDS.
3.1.3. Any legal or other charges incurred in the recovery of money or equipment shall be paid by the Customer
3.1.4. Notwithstanding any provision, in these terms of business to the contrary, the customer shall if required by GDS pay such sum on account of the price for goods and or services as shall be agreed at the time of placing the order.
3.2.1. Returns may exclusively be effected with the consent of GDS and free of carriage charges. GDS charges an overall handling fee amounting to 25% of the value of the goods for taking the goods back. All costs for the delivery, taking the goods back, repair and new packaging – provided the goods are in such a condition that they can be resold – will be deducted from the credit note. This does not apply in case of a justified withdrawal of the Buyer from the contract.
3.2.2. Customized or modified equipment shall not be accepted as returns unless faulty.
3.3.1. GDS.’ liability for any defect in the equipment shall be limited to and in no case exceed:-(a) any manufacturer’s warranty sold with the equipment; (b) replacement or repair of the defective equipment; or (c) at GDS’s option a refund of the price.
3.3.2. Consequential losses. Nothing in these terms and conditions shall make GDS liable for any consequential loss to the Customer including any expense liability loss claim or proceeding whatsoever caused by or arising out of the late delivery non-delivery unsuitability incompatibility or unlawful repossession of the Equipment or any part thereof or any breakdown or stoppage of the same.
3.4. Injury to Persons and Damage to Property
3.4.1. Subject to 4.2. Above GDS shall not be liable for any loss other than that which directly arises from any injury to persons or damage to tangible property where and only to the extent that such injury or damage is caused by any defects in the Equipment and where such defect is caused by the negligence of GDS.
3.5. Rights Reserved
3.5.1. Any failure by GDS to enforce any or all of these conditions shall not be construed as a waiver of any of GDS.’ rights hereunder.
3.5.2. If any term in this contract shall be held invalid such invalidation shall not affect the validity of the remaining terms.
3.6. Terms of Contract
3.6.1. These conditions have effect in substitution for and to the exclusion of any condition put forward by the Customer.
3.7. Delivery and Carriage
3.7.1. All times quoted or stated for delivery are approximate only.
3.7.2. Sale prices do not include carriage. Any expenses incurred by GDS in delivery or recovering equipment or attempting the same will be paid by the Customer.