GPS LTD. TERMS OF SALE
These Terms of Sale (“Terms”) govern the sale of Products and Services. “Product” means any standard hardware or consumables sold. “Service” means any standard support service to support Products, Software updates and maintenance or training.
1. SALE AND DELIVERY
a) All orders are subject to acceptance by GPS LTD..Orders are governed by the applicable trade Terms specified on the quotation or agreed to by GPS LTD. As defined in IncoTerms 2000.
b) Prices exclude any applicable sales, value added or similar tax payable by Customer.
c) Unless otherwise indicated on the quotation, prices include shipping and handling charges.
d) Customer may cancel orders prior to shipment subject to applicable charges and a compensation fee.
e) For Products without installation included in the purchase price, acceptance occurs upon delivery. For Products with installation included in the purchase price, acceptance occurs when the Product passes GPS LTD.’s installation and test procedures.
f) Payment Terms are stated in the quotation or acknowledgement documentation and are subject to change if Customers financial condition or payment record merits such change. GPS Ltd. may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other GPS LTD. agreement.
2. WARRANTY
a) The warranty period begins on acceptance.
b) Each Products will receive a global warranty. A global warranty includes the standard warranty for the country of purchase. If a Product is moved to another country, the destination country’s standard warranty will apply except for on-site warranty where GPS LTD. does not have an applicable Product specific support presence or authorized representative in that country.
c) GPS LTD. warrants the hardware against defects in materials and workmanship and that the Products will conform to specification. This warranty does not cover electrical or mechanical damage resulting from misuse or abuse, lack of reasonable care, damage due to force majeure or natural forces, or inadequate repairs performed by unauthorized service centres. GPS LTD. warrants that the standard software conforms to specifications.
d) If GPS LTD. receives notice of a defect or non-conformance during the warranty period, GPS LTD. will, at its option, repair or replace the affected Product. Customer will pay shipping expenses for return of such Product to GPS LTD. GPS LTD. will pay expenses for shipment of the repaired or replacement Product.
3. LIMITATION OF LIABILITIES AND REMEDIES
In no event will GPS LTD. be liable for downtime costs, loss of data, restoration costs or lost profits nor for claims for any special, incidental, indirect or consequential damages regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages.
4. INDEMNIFICATION
GPS LTD. will indemnify and hold Customer harmless from and against any third-party claims for (I) bodily injury or death, or (ii) direct damage to tangible property, to the extent caused by GPS LTD.’s negligence or wilful misconduct in performing its obligations under these Terms, provided that GPS LTD. is given prompt written notice and the opportunity to control the defence of the claim or settlement, and subject to the limitation of liabilities set forth in Section 3.
4. GENERAL
a) The parties agree to comply with applicable laws and regulations. GPS LTD. may suspend performance if Customer is in violation of applicable laws or regulations.
b) Disputes arising in connection with these Terms will be governed by the laws of England and Wales.
c) To the extent that any provision or a portion of any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.
d) Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. GPS LTD. shall not be liable for any damages resulting from such use.
Revision date: 26 OCTOBER 2021