a)  All orders are subject to written acceptance by GPS LTD. Unless otherwise agreed in writing, all sales are governed by the trade term EXW (Ex-Works) London, UK, as defined in Incoterms® 2020. Title and risk of loss pass to the Customer upon collection or handover to the Customer's nominated carrier at GPS LTD's premises.

b)  All prices are quoted in the currency stated on the quotation and are exclusive of any applicable sales tax, value added tax, customs duties, import levies or similar charges, which remain the sole responsibility of the Customer.

c)  All prices are quoted Ex-Works London, UK. Freight, insurance, export documentation and all costs associated with delivery from GPS LTD's premises to the Customer's destination are for the Customer's account unless expressly agreed otherwise in writing.

d)  A minimum order value of £2,500 GBP (or equivalent in the invoiced currency) applies to all orders. GPS LTD reserves the right to decline orders below this threshold.

e)  Payment terms are as follows:

f)  The Customer may request cancellation of an order prior to shipment. Cancellations are subject to GPS LTD's approval and may incur cancellation charges. GPS LTD reserves the right to charge a restocking or compensation fee where applicable.

g)  For Products without installation included in the purchase price, acceptance occurs upon delivery to the Customer's carrier. For Products where installation is included, acceptance occurs when the Product passes GPS LTD's installation and test procedures.

h)  GPS LTD may suspend or discontinue performance if the Customer fails to make any payment when due, or fails to perform any obligation under these or any other GPS LTD agreement.

a)  GPS LTD warrants all hardware Products against defects in materials and workmanship, and that Products will conform to their published specifications, for a period of 12 months from the date of acceptance (as defined in Section 1g).

b)  This warranty does not cover:

c)  If GPS LTD receives written notice of a valid warranty claim within the warranty period, GPS LTD will, at its sole option, repair or replace the affected Product. The Customer is responsible for the cost of returning the Product to GPS LTD. GPS LTD will bear the cost of returning the repaired or replacement Product to the Customer.

d)  Where a Product is relocated to a country other than the country of purchase, the standard warranty applicable in the destination country will apply, except where GPS LTD does not have a service presence or authorised representative in that country.

a)  No Product may be returned to GPS LTD without a prior written Return Merchandise Authorisation ("RMA") number issued by GPS LTD. Unauthorised returns will not be accepted and may be returned to the Customer at the Customer's expense.

b)  To request an RMA, the Customer must contact GPS LTD at sales@gpslimited.com with the original order reference, a description of the defect or issue, and proof of purchase.

c)  Products must be returned in their original or equivalent protective packaging. GPS LTD will not be liable for damage incurred during return transit due to inadequate packaging.

d)  Upon receipt and inspection, GPS LTD will notify the Customer of the outcome and, where a valid warranty claim is confirmed, will proceed with repair or replacement in accordance with Section 2c.

In no event will GPS LTD be liable for loss of profits, loss of data, loss of business, downtime costs, restoration costs, or any special, incidental, indirect or consequential damages, regardless of whether such claims are based on contract, tort, warranty or any other legal theory, and even if GPS LTD has been advised of the possibility of such damages. GPS LTD's total aggregate liability under these Terms shall not exceed the amount paid by the Customer for the specific Product or Service giving rise to the claim.

GPS LTD will indemnify and hold the Customer harmless from and against 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. This indemnity is conditional upon GPS LTD being given prompt written notice of any such claim and the opportunity to control the defence and any settlement thereof, and is subject to the limitation of liability set out in Section 4.

Where the Customer is appointed as an authorised distributor of GPS LTD products, the following additional obligations apply:

a)  The parties agree to comply with all applicable laws and regulations. GPS LTD may suspend performance if the Customer is found to be in violation of any applicable law or regulation.

b)  These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

c)  If any provision or part of any provision of these Terms is found to be illegal, invalid or unenforceable, the remainder of these Terms shall continue in full force and effect.

d)  GPS LTD products are not designed, manufactured or intended for use as components or assemblies in the planning, construction, maintenance or direct operation of a nuclear facility. GPS LTD accepts no liability for any damages resulting from such use.

e)  These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior representations, negotiations or agreements. No amendment to these Terms shall be valid unless made in writing and signed by an authorised representative of GPS LTD.