General Terms and Conditions of Sale and Delivery of GT Vision Limited
1. Application
1.1. These Terms and Conditions of Sale of Goods (“Terms”) are applicable to all price lists, quotes, purchase orders, and all other sales of goods (collectively, “Orders”) by GT Vision Ltd (GT Vision) to the buyer purchasing goods from GT Vision (“Buyer”).
1.2. These Terms are the only terms and conditions applicable to the sale or other provision of GT Vision goods to Buyer except those that relate to prices, quantities, and delivery schedules, and any other terms included in the Orders, which terms will control in the event of any conflict with these Terms, unless otherwise explicitly agreed upon by GT Vision in writing.
1.3. An Order shall only be deemed as accepted by GT Vision if it has been confirmed in writing or accepted by a conclusive action (e.g. direct delivery of the ordered goods). Buyer’s submission or acceptance of an Order, as well as its acceptance of goods requested in an Order (“Product”), will constitute an irrevocable offer by Buyer and its acceptance of these Terms (such offer, upon fulfilment by GT Vision, constituting an “Agreement”). All Orders, in any form whatsoever, are free of obligation and do not constitute an offer by GT Vision. All of GT Vision quotes lapse after thirty (30) days or another period specified in the quote.
2. Prices
2.1. Unless a fixed price has been agreed upon in writing by the parties, the calculation of the price of the goods sold by GT Vision to the Buyer shall be determined by GT Vision’s binding price lists as of the date of delivery. Unless otherwise agreed in writing or text form, or legally required, GT Vision shall not remunerate for or accept the return of any packaging material.
2.2. All prices of GT Vision goods shall be in the currency stated in the Quote, net and plus VAT (if applicable) in the legally stipulated amount. Unless otherwise explicitly agreed in writing or text form, Buyer shall also bear all additional fees, public charges and customs duties. 2.3. Price of GT Vision goods will exclude in all cases any delivery costs, customs fees or other logistics costs of any kind.
3. Delivery
3.1. Risk of loss or damage to the goods pass to Buyer at the latest upon the object of delivery being dispatched from a GT Vision warehouse or manufacturing facility, even if GT Vision has assumed responsibility for coordination of additional services such as loading, transport, or unloading. If delivery is delayed as a result of circumstances for which Buyer is responsible, the risk passes to Buyer on the day on which it
is notified of GT Vision's readiness to deliver.
3.2. Orders for goods to be exported to Buyer are subject to GT Vision's ability to obtain export clearance, export licenses and other necessary papers within a reasonable period. Buyer will accept and bear all responsibility for penalties resulting from errors or omissions therefrom.
3.3. Delivery dates are approximate and not a materially binding term of the Agreement. GT Vision will not be liable for any damages or costs resulting from delays in performance. GT Vision will make reasonable efforts to keep Buyer informed of any delays relative to an estimated delivery date.
3.4. If the Buyer does not arrange the delivery of the goods within a reasonable time after receipt of notice from GT Vision that they (or any part of such deliveries) are ready for delivery, or if the delivery is due to reasons for which the Buyer is responsible (e.g. because the Buyer has not complied with the installation requirements communicated by GT Vision, GT Vision may dispose of the Order goods at the Buyer's risk and expense or store them at the Buyer's risk and expense.
3.5. GT Vision shall be authorized to make partial deliveries, provided they are reasonable for Buyer. Partial deliveries shall be invoiced separately.
3.6. Unless otherwise indicated by GT Vision in the Order, Buyer assumes responsibility for installation of goods. Buyer also assumes responsibility for maintenance of goods and ensuring its site meets all specifications and other criteria identified by GT Vision as necessary in order to support the goods and services. GT Vision will make installation, support, and maintenance services available, directly or through one of its authorized partners, at GT Vision's then-prevailing rates and terms.
4. Risk of Loss
4.1. Risk of loss with respect to all goods, other than software, and the risk of loss with respect to software, shall pass to Buyer upon delivery in accordance with GT Vision’s applicable Incoterm (as stated in the quotation, order confirmation, or invoice).
4.2. Buyer agrees to comply with all applicable laws protecting the financial interests of a seller in its delivered goods prior to receipt of payment in full, either in the form of GT Vision’s retention of a Purchase Money Security Interest in the Products or GT Vision’s retention of title to the Products. In jurisdictions where a seller’s
interests in delivered goods are protected by the creation of a security interest, the Buyer shall cooperate in all measures such as registration, publication etc., that are necessary or beneficial to GT Vision to obtain the full protection of its security interest.
4.3. The Buyer bears the risk of loss and deterioration of the goods in accordance with the applicable Incoterms. GT Vision retains title to the goods and devices until they have been paid for in full.
5. Inspection of Goods and Acceptance
5.1. Buyer undertakes to check the completeness and orderliness of the delivered Products carefully, and immediately after they have arrived. Buyer’s rights in case of defects in the Product shall require that it inspects all Products upon delivery without undue delay and notify GT Vision of any defects in writing and without undue delay, but no later than 10 workdays following delivery. Goods not rejected by Buyer in writing during this period of time shall be deemed accepted. 5.2. Buyer must notify GT Vision of any hidden defects in Product without undue delay upon their discovery.
6. Returns
6.1. GT Vision will not accept any returns of Product unless it gives its prior written consent in the form of a Return Merchandise Authorization (“RMA”), which GT Vision may grant in its sole discretion. Contact admin@gtvision.co.uk or your local Sales representative to obtain an RMA.
6.2. In instances where GT Vision grants an RMA, Buyer is responsible for risk of loss and shipping and handling fees for all returned Product. and may be charged a restocking fee of up to 20%. GT Vision will direct Buyer on an acceptable form of return shipment or directly arrange the shipping and notify Buyer upon receipt of the returned Product. GT Vision will then inspect the Product for damage, signs of use, and/or missing parts, and notify Buyer of the amount of the refund (less restocking fee), which GT Vision may reasonably reduce on account of the inspection result. Unless GT Vision agrees otherwise on the RMA, returned. Products must be in new condition and in the original packaging. Software and configured-to-order, third-party, or consumable goods or parts are not subject to return. No returns will be accepted after 90 days from acceptance, as defined above.
7. Payment
7.1. Payments shall be rendered in the currency stated in GT Vision’s quote and in accordance with payment instructions contained therein and shall only be paid in accordance with the payment instructions provided on GT Vision’s invoice to Buyer. The customer number, invoice date and invoice number shall be quoted in all payments. Payment shall be due and payable net, without deduction, on the due date on the invoice or, absent such due date, within either Fourteen (14) or thirty (30) days from the date of the invoice depending on the type of account you have with GT Vision. GT Vision requires an upfront payment of 35% for all orders over £100,000.
7.2. GT Vision may charge seven percent (7%) or the highest rate allowed by law, whichever is lower, on overdue accounts.
7.3. Payments are not subject to setoff or recoupment for any disputed claim Buyer may have.
7.4. If Buyer fails to make any payment when due, GT Vision may immediately repossess all Product not paid in full and may suspend provision of goods and services. GT Vision will also be entitled to reimbursement by Buyer for any reasonable out-of-pocket expenses incurred in collecting payments due, including without limitation attorneys’ and collections fees.
7.5. GT Vision and Buyer both recognize that there is a risk of wire fraud when individuals impersonating a business demand immediate payment under new wire transfer instructions. To avoid this risk, both GT
Vision and Buyer agree that transfer instructions provided in GT Vision’s invoice will apply. In the event that there is a change in the wire transfer instructions, both Parties must agree to an updated wire transfer, in writing, using the business contact listed in the quote, before any monies will be transmitted using the new wire instructions. Both Parties further agree that they will never change wire transfer instructions by email. Further, both Parties agree that they will never require an immediate payment under the new instructions. The Parties will provide for a ten (10) business day grace period to verify any wire transfer instruction changes before any outstanding payments would be due using the new instructions.
Money Laundering Prevention Purchaser shall strictly comply with the acts in force with respect to combating money laundering and funding terrorism and ensure that a financial transaction is always linked to a
counterparty and the associated commercial flow. Purchaser shall take steps to prevent inadvertent use of business resources for these purposes and shall be watchful for unusual or suspicious activities or transactions. These may include attempted payments in cash or from unusual financing sources, arrangements that involve the transfer of funds to or from countries or entities not related to the transaction or customer, unusually complex deals that do not reflect a real business purpose or attempts to evade recordkeeping or reporting requirements.
8. Software
GT Vision grants Buyer a non-transferable, non sublicensable, and non-exclusive license to use software contained, delivered separately, pre-loaded, installed, or embedded in Product (“Firmware”) as necessary to operate Product in compliance with accompanying documentation. All free-standing software is licensed, not sold, to Buyer.
9. Warranties/Responsibility for Defects
9.1. GT Vision shall hold liability for claims of the Buyer due to defects of the delivered Product (any goods containing a defect in workmanship or materials to be a “Nonconforming Product”) for the earlier of
twelve months from delivery or one (1) year from date of completion of assembly and installation by GT Vision (if applicable) (“Warranty Period”), except as specifically detailed below, when that Product has been used exclusively in accordance with GT Vision’s instructions for use and documentation (“Limited Warranty”).
9.2. Defect/Warranty Liability Exclusions. GT Vision shall not be liable for any defect or performance deficiency (including failure to conform to product descriptions or specifications) which results, in whole or in part, from (i) negligent storage or handling of the Product by Buyer, its employees, agents, or contractors, or use that is inconsistent with normal operation and maintenance conditions; (ii) Buyer's failure to prepare or maintain the site or provide power requirements or operating environmental conditions in compliance with any applicable instructions or recommendations of GT Vision; (iii) absence of any product, component, or accessory recommended by GT Vision but omitted or removed at Buyer's direction; (iv) any misuse, alteration or damage to the Product by persons other than GT Vision; (v) combining GT Vision's goods with any product furnished by others, or incompatible with GT Vision goods, where such combination causes failure or degradation to performance of the Product (including the substitution of any reagent not authorized by GT Vision); or
(vi) if servicing, repair, or movement/re-location of equipment was attempted by anyone other than GT Vision-authorized providers.
9.3. Buyer’s Remedy. In the event of a Nonconforming Product, GT Vision will, at its sole discretion and as Buyer’s sole remedy, repair or replace any parts that it reasonably determines have failed due to defects in material or workmanship during the [Warranty Period/12 months post-delivery], free of any charge for either parts or labour, or if such attempts to repair or replace do not succeed in remedying the defect(s) in workmanship and/or materials, GT Vision may, at its sole option, refund of the purchase price of the Nonconforming Product depreciated in accordance with standard accounting principles. GT Vision may use reconditioned, refurbished, or serviceable used material for all repairs of goods. Buyer is liable and shall pay for shipment of the warranted Product to GT Vision. GT Vision shall not be obligated to perform preventative maintenance, installation, deinstallation, relocation, table-rigging, or maintenance. Buyer shall only be entitled to the Buyer’s Remedy described herein if Buyer gives written notice of the Nonconforming Product, reasonably described, to GT Vision within ten (10) business days of the time when Buyer discovers or ought to have discovered the defect. GT Vision may make insignificant changes to the specifications of the goods from those contained in GT Vision’s sales literature without being deemed to have provided Buyer with nonconforming or defective goods.
9.4. The warranty in this section is provided in lieu of all other warranties, express or implied, and are the Buyer’s exclusive remedies relating to performance of the goods. Except to the extent required by applicable law, GT Vision disclaims all other warranties, including without limitation, any warranty about the merchantability of the goods, or fitness for a particular purpose.
10. Limitation of Responsibility
10.1. GT Vision shall be liable in accordance with statutory law insofar as Buyer asserts claims for damages or compensation of expenses (hereinafter referred to as claims for damages) caused by intent or gross
negligence - including intent or gross negligence of GT Vision’s representatives in fulfilling an obligation relating to the Agreement.
10.2. In no event shall GT Vision be liable for consequential damages, such as e.g. lost profit or any other financial losses or expenses of the customer.
10.3. Claims for damages asserted against GT Vision shall lapse within two years as from the
legally regulated commencement of the period of limitation, but at the latest upon delivery of the item.
10.4. The limitation of liability as set out above shall not apply to any liability under the applicable product liability laws and regulations.
10.5. Nothing in the Agreement shall operate to exclude or restrict GT Vision’s liability to the Buyer for death or personal injury resulting from GT Vision’s wilful misconduct, negligence or the negligence of a person for whom GT Vision is vicariously liable, and for any matter for which it is not permitted by law to exclude or limit, or attempt to exclude or limit, its liability.
11. Force Majeure Unpredictable
Extraordinary occurrences for which GT Vision is not responsible, such as industrial disputes, operating disturbances, official measures, transport disturbances or other cases of force majeure, irrespective
of whether they occur at our location or that of our sub-supplier, shall exempt GT Vision from the obligations arising from the Agreement - in the case of obstacles of a temporary nature, however, only for the duration of the hindrance, plus a reasonable startup time-limit. If due to occurrences of this kind the delivery should subsequently become impossible or unreasonable for one of the Parties, both Parties shall be entitled to rescind the Agreement.
14. Compliance with Laws
14.1. Each Party warrants to the other Party that, in performing its obligations under the Agreement and performing the activities referred to herein, including the use or distribution of the Products, it will
comply with applicable law, product labels, leaflets and manuals, and other product-related information and materials published by GT Vision or a regulatory authority. Buyer will indemnify and hold GT Vision harmless from and against all losses, liabilities and expenses (including reasonable attorneys'
fees and costs) resulting from any breach of the foregoing.
14.2. Buyer represents and warrants to GT Vision that Buyer is familiar with and shall comply with any/all local, national, and other laws and regulations of any/all jurisdictions globally relating to anti-corruption, anti-bribery, extortion, kickbacks, or similar matters which are applicable to Buyer’s business activities in connection with this Agreement, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997 (collectively, “Anti-Corruption Laws”).
15. Data Privacy
Insofar as personal data is transmitted to GT Vision, Buyer is obliged to ensure that the collection and transmission of the data is lawful. Insofar as one of the Parties processes personal data for the other
Party or the Parties process personal data together, the Parties undertake to enter into the necessary data protection contracts, including Business Associate Agreements. This applies in particular to the conclusion of an agreement regarding order data processing and / or regarding joint controllership, to the extent necessary in accordance with the legal provisions applicable to the parties.
16. Place of fulfilment, place of jurisdiction, applicable law, other provisions
16.1. Insofar as the Buyer is a merchant, a legal entity under public law or a special fund under public law, GT Vision’s place of business is the place of jurisdiction; However, GT Vision entitled to bring
suit against the Buyer at any venue where Buyer is located or does business.
16.2. The relationship between GT Vision and the Buyer shall be subject to law of the United Kingdom. The UN Convention on the International Sale of Goods (CISG) and the regulations of International Private Law shall not apply.
16.3. The legal invalidity of a clause of the Agreement shall not affect the legal validity of the remaining clauses. The contractual parties undertake to replace an ineffective clause by an effective regulation.