Terms and Conditions

GHS SPECIAL PROJECTS LTD
PRODUCT SALES TERMS & CONDITIONS

These terms & conditions are for all companies within the GHS company

1. 1. Standard T&C Agreement
2. 2. Prices The prices of the products and services are as set out in the Ghs catalogue that is current at the date of dispatch of the ordered products or the date of provision of the ordered services. Products which are not stocked by Ghs will be sold at the prices set out in the relevant quotation supplied by Ghs. All prices exclude VAT unless stated otherwise, which Ghs will add at the rate applicable at the date of order dispatch. Ghs reserves the right to change prices without prior notice at any time.
3. 3. Ordering Ghs reserves the right to decline to trade with any company or person. In addition, Ghs may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or email within a reasonable period of receipt by Ghs of the order.

   Ghs executes orders to the Customer's requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when Ghs next has available stock or be cancelled.

   The Customer must submit orders using the Ghs ref numbers and the priced units used in the Ghs catalogue. If the Customer confirms telephone, fax or internet orders, the confirmation must be marked 'CONFIRMATION ONLY' to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 12 will apply.

4. 4. Delivery Ghs will aim to deliver products in accordance with the Customer's order. The Customer's delivery options, and the prices for them, are set out in the Ghs catalogue current at the date of order or will be notified to the Customer at the time of order. Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.

   Ghs shall not be liable for the consequences of any delay in deliveries. Time for delivery shall not be of the essence. If any delivery is late, the Customer must notify Ghs, and Ghs will Endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. Ghs may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable Ghs may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.

5. 5. Inspection, Delivery Delays and Non-Delivery The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 7 days of the date of delivery or, in the case of clause 4, the due date for delivery, give notice to Ghs in detail of:
   1. 1. Any defect in the product that is apparent on reasonable examination. In this case Ghs shall, at Ghs’s discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
   2. 2. Any shortfall in products delivered. In this case Ghs shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
   3. 3. Any delivery of products not in accordance with the order. In this case Ghs shall, at Ghs's discretion, replace the products or refund the purchase price;
   4. 4. Any non-delivery of the products (in which case the time limit is within 7 days of the estimated dispatch date). In this case Ghs shall deliver the undelivered products or refund the price of the undelivered products.

      If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. Ghs's record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.

      The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. Ghs shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.

   5. 6. Payment If Ghs has not granted credit to the Customer, payment terms are cash with order.

      Credit terms (subject to satisfactory references and at Ghs's absolute discretion) are available. If credit has been granted, the Customer shall pay the price of the product or service 30 days following the products purchase order date. All payments must be made without any set-off, deduction or counterclaim.

      If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:

   1. 1. all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
   2. 2. Ghs may apply a compensation charge as an estimate of administrative and other wasted costs incurred by Ghs to the Customer of 540 for outstanding sums up to £1,000: £80 for outstanding sums between £1,001 and £9,999.99 and £100 for outstanding sums of £10,000 or more
   3. 3. Ghs may also charge the Customer interest from the due date until payment is made in full (both before and after any judgment) on the amount unpaid at a rate which is 8 per cent per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.
6. 7. Risk and Ownership Risk of loss of or damage to the products shall pass to the Customer on delivery. Ownership of the products shall not pass to the Customer until full payment of the purchase price of the goods and of all other amounts owing to Ghs has been made (in cash or cleared funds). If the Customer is late in paying any sum to Ghs, then Ghs shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorises Ghs and its agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by Ghs shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or Ghs's right to sue for the whole of the price.
7. 8. General

   All orders for products and services in the Ghs catalogue are accepted by Ghs Special Projects Limited subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by Ghs unless agreed in writing by an authorised signatory of Ghs or expressly stated otherwise in these terms and conditions of sale.

   All descriptions of the products and services contained in the Ghs catalogue or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between Ghs and the Customer. Ghs shall not be liable to the Customer for any errors or omissions in its catalogue. The advertising of products and services in the Ghs catalogue is not an offer capable of acceptance; it merely constitutes an invitation by Ghs for the Customer to make an offer to purchase products and services.

   Any clauses in these terms and conditions of sale expressly stated to be in relation to Extended Range products will prevail over any inconsistent provisions elsewhere in these terms and conditions of sale.

8. 9. Product and Availability Information Ghs reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any Ghs catalogue.
9. 10. Warranty For products purchased from Ghs: Ghs warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to Ghs within 12 months of the original date of despatch, or such other longer period as may be indicated by Ghs for specific products from time to time in writing.

   For services purchased from Ghs (as referred to in clause 14): Ghs warrants that if any service is defective, it will, at its option, either re-provide the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product. This warranty is subject to a claim being made in writing to Ghs within 12 months of the date of delivery of service, or such other periods as may be indicated by Ghs for specific services from time to time in writing.

   These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of Ghs. The Customer must return or dispose of the products, or make them available for collection by Ghs, in accordance with Ghs's instructions and suitably packaged.

   The Customer must contact Ghs to notify Ghs of the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products otherwise than in accordance with these warranty provisions, Ghs may refuse such products and return them to the Customer at the cost of the Customer.

   Any products which are replaced by Ghs shall become the property of Ghs. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.

   The remedies set out above shall be Ghs's sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply or non-supply of products and/or services.

   The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have set out expressly in these terms and conditions of sale. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). Ghs will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on Ghs by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.

10. 11. Limitations of Use Products sold by Ghs are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
11. 12. Liability Ghs shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the Ghs technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.

    Ghs shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between Ghs and the Customer, or of any order accepted by Ghs; (ii) any duty of any kind imposed on Ghs by law arising out of or in relation to the contract between Ghs and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.

    If, not withstanding any other provisions in these terms and conditions of sale including without limitation clauses 9, 10 and 11, any liability attaches to Ghs, Ghs's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of the contract between Ghs and the Customer, or of any order accepted by Ghs; (ii) any duty of any kind imposed on Ghs by law arising out of or in relation to the contract between Ghs and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; and (v) indemnity against breach of 3rd party intellectual property rights (vi) any other loss whatsoever arising out of these terms and conditions of sale shall be limited in the aggregate to £100,000 or the total value of the order, whichever is greater.

    Nothing in these terms and conditions of sale (including without limitation this clause 12) shall exclude or limit the liability of Ghs for death or personal injury caused by the negligence of Ghs or its employees, agents or sub-contractors, or for fraud.

    All mandatory certification (CE,ROHS) and testing for products are carried out and supplied by the manufacturer, Ghs are not liable for certificates supplied by the manufacture, all products purchased will be based on these terms.

12. 13. Cancellations and Returns The Customer may not cancel orders once accepted by Ghs. Ghs may, at its discretion and in writing, allow an order to be cancelled subject to Ghs recovering from the Customer the costs incurred by Ghs and a restocking percentage of 50% will be required. In the event of cancellation of part of any order only, Ghs may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.

    The customer may only return products to Ghs, and receive a credit or refund, on the following conditions:

    1. 1. The Customer must contact Ghs prior to the return of any products and obtain the prior consent of Ghs and obtain a returns number (to be quoted on all returned paperwork)
    2. 2. Return must be made within 7 days of the date of delivery. Products must be returned to Ghs in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale. Products must be returned to Ghs adequately packed and despatched freight prepaid, clearly labelled to:
       CUSTOMER RETURNS DEPARTMENT, Ghs Special Projects Ltd, 39 Salford University Business Park, Leslie Hough Way, Manchester, M6 6AJ
    3. 3. The Customer must quote the invoice details or the Ghs reference number on the Ghs Customer Returns Form from the original despatch note, otherwise any credit given for the returned products will be based upon the lowest sales price, and for products returned due to Customer error or no longer required and returned in accordance with 1 - 3 above a handling charge and a 50% of sales order amount for a restocking fee will be applied. All Special orders over £1,000.00 even if not delivered will be subject to the restocking fee.
    4. 4. Where the Customer returns products to Ghs not in accordance with (i) - (iii) above (for example, after 7-days from the date of despatch or in an unfit state) Ghs will refuse delivery and return the products at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to the minimum charge set out by Ghs).
13. 14. Force Majeure A force majeure event is any event beyond the reasonable control of Ghs (including strikes, traffic congestion, the downtime of any external line, or Ghs's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Ghs is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Ghs shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period.
14. 15. Rights in the Catalogue The Customer acknowledges that Ghs and its licensors own the intellectual property rights in the Ghs catalogues, the catalogue content and the Reference numbers, and that their whole or partial reproduction without Ghs's prior written consent is prohibited.
15. 16. Law and Jurisdiction The contract between Ghs and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the High Court of Justice in England, but Ghs may enforce the contract in any court of competent jurisdiction.