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Protecting People, Protecting Plant, Protecting Profits

Terms and Conditions

 

CONDITIONS OF SALE AND SERVICES


Except where the Company has otherwise agreed in writing, these conditions govern all the Company’s contracts for the sale of products and supply of services by or to the Company (as applicable). The Company’s quotations and
estimates are not offers capable of acceptance by you. Any order placed by either party is an offer to purchase products and/or services from the other in accordance with these conditions and will only be accepted by the other party’s written or telephone order acknowledgement. Upon the other party’s written or telephone order acknowledgement a contract between the Company and the Customer for the sale of products and/or supply of services by or to the Company (as applicable) in accordance with these conditions will come into existence (the “Contract”). For the avoidance of doubt, references to the Company and you shall always be interpreted as applying to the original entity, and shall not be interchangeable depending on the status of either entity as customer or supplier.


THE CUSTOMER’S ATTENTION IS DRAWN TO CLAUSES 9, 10 & 12 WHICH SET OUT THE COMPANY’S LIABILITY TO YOU.


1. DEFINITIONS


In these conditions the following expressions shall have the following meanings:
“the Company” shall mean GKD Technik Ltd;
“Carrier” means any person, firm or company engaged by you or the Company under a contract for the carriage
of the Products.
“Force Majeure Event” means any event or circumstance outside a party’s reasonable control, which by its nature
could not have been foreseen, or if foreseen was unavoidable, including but without limitation war or other
international disputes, acts of God, natural disasters or extreme adverse weather conditions, terrorism, civil
commotion, industrial disputes or any statutory or governmental restriction order or control;
“Products” shall mean the goods supplied or to be supplied by the Company to you, or vice versa;
“Services” shall mean services supplied or to be supplied by the Company to you, or vice versa; and
“Warranty Period” shall mean (a) in the case of Products supplied by the Company, the period of twelve months
from the date of delivery of the Products and (b) in the case of Services supplied by the Company 28 days from
the date on which the supply of the Services is completed. In all cases where the Company is the customer, the
applicable warranty period shall be the longer of the above periods and any standard warranty period offered by
you.


2. GENERAL


2.1 Any variation of these conditions in any document from you is inapplicable unless accepted in writing by the
Company.
2.2 All orders are accepted or made subject to these conditions. Any terms or conditions put forward by you or
contained in any order form shall not be binding on the Company save to the extent referred to in these
conditions.


3. PRICES


3.1 Prices quoted by the Company or appearing on any literature published by the Company are subject to
variation without notice. Prices payable are ex works and are those charged by the Company at the date of
dispatch of the Products or supply of the Services. Prices are subject to packing and carriage charges at extra
cost.
3.2 The Company may, by giving you notice at any time up to 7 days before delivery of its Products or supply of
the Services, increase the price of the Products or Services to reflect any increase in the cost of its Products or
Services that is due to:
(a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and
duties, and increases in labour, materials and other manufacturing costs);
(b) any request by you to change delivery date(s), quantities, specifications or types of Products or Services
ordered;
(c) any delay caused by any instruction from you or your failure to give the Company adequate or accurate
information or instructions.
3.3 Prices are exclusive of all VAT, taxes and duties, which shall be borne solely by you.
3.4 All estimates or indications of prices given by the Company for Products or Services are based upon (a)
information provided by you and, where relevant, (b) only a superficial examination of any Product to be repaired,
and do not include the cost of any additional repairs or work found to be necessary which will be charged for in
addition. The Company will inform you promptly of any proposed increase in estimated prices and the reasons
thereof and will only proceed with your approval.


4. PAYMENT & CANCELLATION CHARGES


4.1 The Company’s standard payment terms are to pro-forma invoice and unless otherwise agreed in writing all
invoices shall be due for payment to the Company immediately on the invoice date. The Company shall pay
invoices 30 days following the end of the month in which the invoice is received from you.
4.2 Where the Company agrees alternative payment terms in writing, the Company reserves the right to (a)
charge interest on any sums outstanding after the due date for payment at the rate of 5% per annum over
National Westminster Bank Plc base rate from time to time accruing on a daily basis from the due date for
payment until the date of actual payment of the outstanding amount, whether before or after judgment and (b)
claim compensation and any costs incurred in pursuing the outstanding debt.
4.3 The Company shall have the right to retain equipment and any other goods on which it has worked or in
respect of which it has supplied services, pending payment in full of all sums due for such work or services.
4.4 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding
except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against the
Company in order to justify withholding payment of any such amount in whole or in part. The Company may
assert such rights in withholding payment in the event of any dispute over the quality, delivery or quantity of
goods or services received by the Company from you.
4.5 CANCELLATION CHARGES apply to purchase orders that are cancelled by you prior to the dispatch date, at
the rate of:-0% if cancelled within 48 hours from receipt of the order; 2.5% of the order value if cancellation is
notified thereafter and within 5 days of receipt of the order; 5% thereafter up to 10 days from receipt of the order;
7.5% thereafter up to 20 days from receipt of the order; 10% thereafter up to 25 days from receipt of the order;
20% thereafter up to 30 days from receipt of the order; 25% thereafter up to 40 days from receipt of the order;
30% thereafter up to 50 days from receipt of the order; 40% thereafter up to 60 days from receipt of the order;
50% thereafter up to 70 days from receipt of the order; 60% after 71 days from the receipt of the order and 75%
thereafter if order is cancelled within 5 days of delivery date. Cancellations of purchase orders must be dated and
notified in writing to the Company.


5. DELIVERY & CONSEQUENTIAL DAMAGE


5.1 Any dates quoted for the delivery of Products or supply of Services by the Company are approximate only,
and the time of delivery or supply by the Company is not of the essence. However, where the Company is
intended to be the recipient of the Products or Services, time of delivery shall be of the essence. Any time stated
for delivery or supply by the Company shall not be a term of any Contract or representation, but shall be so in
cases where you agree to deliver or supply to the Company. Neither party shall be liable for any delay in delivery
of the Products or supply of the Services which is caused by a Force Majeure Event or your failure to provide the
Company with adequate delivery instructions or any other instructions that are relevant to the supply of the
Products or Services.
5.2 ln the event that the Company is unable to supply or deliver Products or Services ordered (other than due to a
Force Majeure Event or due to any act or omission by you) it undertakes to refund any money paid in respect of
such Products or Services, but shall not otherwise be under any liability whatsoever. The Company shall not in
any event be liable for consequential damage or loss.
5.3 The Products shall be at your risk immediately upon the first to occur of (a) collection from the Company, (b)
delivery to you or (c) delivery to a Carrier. The Buyer shall insure comprehensively the Products against the usual
risks accordingly. The Company shall not be liable in any way whatsoever for any delay, breakage or damage to
or loss of the Products after you have collected the Products or the Company has made delivery to you or to a
Carrier (as applicable).
5.4 The Company shall have no liability for any losses incurred by you under any contract, agreement or
arrangement between you and any third party (including without limitation pursuant to any liquidated damages
provision or similar) or for any indirect, consequential or special losses, or loss of profits, arising as a result of any
delays in delivery or supply of the Products and/or Services.


6. DESIGN & SPECIFICATION


6.1 All drawings, photographs, illustrations, performance data, dimensions, weights and other technical
information, specifications and particulars of the Products or Services provided or presented by the Company are
approximate indications only and are not to be treated as being or as forming part of the Contract, and the
Company shall be entitled to vary or modify the same without notice to you. It is your responsibility to ensure the
accuracy of all such materials and information and the Company accepts no liability in this respect.


7. RESERVATION OF TITLE


7.1 The Company shall retain title to the Products until it has received payment in full of all sums due in
connection with the supply of the Products to you or in connection with any other transaction.
For these purposes the Company has only received a payment when the amount of that payment is irrevocably
credited to its bank account.
7.2 lf any of the Products owned by the Company is attached to or incorporated into other goods not owned by
the Company and is not identifiable or separable from the resulting composite or mixed goods, title to the
resulting composite or mixed goods shall vest in the Company and be retained by the Company for as long as
and on the same terms as those on which it would have retained title to the Products in question had they not
been so attached or incorporated.
7.3 lf you fail to make payment to the Company when due, enter into bankruptcy, liquidation or a composition with
your creditors, have a receiver, administrative receiver, manager or administrator appointed over all or part of
your assets, or become insolvent, or if the Company has reasonable cause to believe that any of these events is
likely to occur, the Company shall have the right without prejudice to any other remedies:
(a)to enter, without prior notice, any premises where the Products owned by the Company may be, and to
repossess and dispose of any such Products owned by the Company so as to discharge any sums owed to the
Company by you;
(b) to require you not to re-sell or part with possession of the Products owned by the Company until you have
paid in full all sums owed by you to the Company.
7.4 The Products shall, once the risk has passed to you in accordance with clause 5.3 or otherwise, be and
remain at your risk at all times unless and until the Company has retaken possession of such
Products.


8. SOFTWARE


8.1. All software supplied and/or software incorporated by the Company in the Products and/or software
developed by the Company (“Software”) remains the sole property of the Company. The Company grants you a
non-exclusive licence to use the Software solely for the purpose for which it was supplied and/or in connection
with use of the Products. The Customer shall not alter, modify, vary or adapt the Software without the Company’s
express prior written consent.
8.2 The Customer shall indemnify the Company against all losses that the Company may suffer from any breach
by you of the licence or your obligations referred to in clause 8.1.
8.3 The Purchase orders for software development work are accepted on 50% proforma payment of the total
value and are subject to clause 3.2.
8.4The Customer shall check the software described in 8.1 and formally inform the Company of any
discrepancies within 30 days of dispatch date by the Company. The Company is not liable for any
discrepancies informed after 30 days from the Company dispatch date.


9. WARRANTY


9.1The Company warrants to you that during the applicable Warranty Period (a) the Products supplied by
the Company will be free from defects in materials and workmanship and (b) the Services provided by
the Company will be free from defects in workmanship.
9.2You confirm that the Products and Services supplied by you shall correspond with their description
and any applicable specification, be of satisfactory quality and fit for any purpose held out by you or
made known to you by the Company expressly or by implication, and in this respect the Company relies
on your skill and judgement. You also confirm that the Products and Services shall be free from defects
in design, material and workmanship for the Warranty Period and comply with all applicable statutory
and regulatory requirements relating to the manufacture, labeling, packaging, storage, handling and
delivery of the Products or Services.
9.3Subject to the provisions of clause 9, the Company shall, at its sole option, (i) either repair, replace or
give credit for the price of any Products which its examination confirms are defective in material and/or
in workmanship within the Warranty Period or ii) either remedy any defects in workmanship or give
credit for the price of any Services which its examination confirms are defective in workmanship within
the Warranty Period.
9.4If, following delivery of Products or supply of Services to the Company, it considers that the Products
or Services do not conform or are unlikely to comply with your undertakings in clause 9.2, the Company
shall inform you and you shall immediately take such remedial action as is necessary to ensure
compliance.
9.5 The warranty in clause 9.1 is given by the Company provided that:
(a) you inspect the Products upon receipt; and
(b) you, as soon as practicable and in any event with 14 days of discovery, give the Company written
notice of any defects in the Products and/or Services you discover together with full particulars of the
defects and the circumstances in which such defects occurred; and
(c) the Products and/or Services have been paid for in full; and
(d) you return the defective Product to the Company or its authorised service depot (as directed by the
Company) and you pay all transportation charges, duties and taxes associated with the return of the
Product to the Company or its authorised service depot, repair, replacement and return of the Product to
you; or
(e) if, at the Company's option, the Company arranges for a technician to visit your location to repair or
replace the defective Products or to remedy defective workmanship, you pay all transportation charges
for the technician and his equipment, including any applicable duties and taxes, accommodation and
living expenses and normal charges for the technician’s time while traveling and for delays beyond the
Company’s control (save that you shall not be liable for any charge in respect of the technicians time on
site actually engaged in carrying out the repair or replacement of such defective Products or remedying
defective workmanship).
9.6The repair or replacement of defective Products or remedying defective Services by the Company in
accordance with clause 9.3 shall not extend the Warranty Period of such Products or Services.
9.7The provisions of clause 9.1 and 9.3 do not apply to any Products or Services which have been
subjected to misuse, accident or improper installation, maintenance, application or operation or to
Products which have been repaired or altered (except where the repair or alteration has been carried out
by the agents or employees of the Company or with the Company’s prior agreement in writing).
9.8 The warranty contained in clause 9.1 is expressly accepted by you in lieu of any and all other terms,
warranties, conditions or liabilities whether expressed or implied, in fact or in law, relating to the state,
quality, description, capacity, design, construction, operation, use or performance of the Products or the
Services or to the quality, repair or fitness for a particular purpose of the Products or the Services or
otherwise. No agreement varying or extending the same will be binding upon the Company unless in
writing signed by a director of the Company.
9.9 In no circumstances will the Company's liability to you for any breach of the warranty contained in
clause 9.1 exceed the price paid for the Products or Services in respect of which such breach relates.


10. LlMITATlON OF LlABlLlTY


10.1 Save as provided in clause 10.4, the Company’s entire liability to you (whether for negligence,
breach of contract, breach of statutory duty, representations, misrepresentations or otherwise) in
respect of any Contract shall not exceed the total price payable by you to the Company for the Products
and/or Services to be provided under that Contract excluding VAT and other taxes and duties.
10.2 The Company shall have no liability whatsoever to you for any indirect, special, consequential or
incidental loss or damage of any kind or for any loss of profits, income, production or plant availability,
loss of use or availability of any premises or for any third party losses (including damage to third party
property) howsoever caused or arising, whether from breach or non-performance of any of its
obligations under the Contract or from the supply, installation, performance, operation or use of the
Products or Services or otherwise and you should insure against these risks.
10.3 To the fullest extent permitted by law the warranty in clause 9.1 is offered by the Company in place
of any statutory rights, which are excluded.
10.4Nothing in these conditions excludes or limits the Company’s liability for (i) death or personal injury
caused by the Company’s negligence, (ii) defective products under the Consumer Protection Act 1987,
(iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (iv) any matter for which it
would be illegal for the Company to exclude or attempt to exclude its liability and (v) fraud or fraudulent
misrepresentation.
10.5 The Company will use reasonable efforts to safeguard your drawings, specifications and other
property whilst in the possession of the Company but shall be under no liability whatsoever for any loss
or damage thereto howsoever caused. You must therefore arrange for such items to be insured whilst in
the Company’s possession.
10.6 You shall indemnify the Company against all damages, costs, claims, expenses and penalties,
including without limitation legal expenses (“Liabilities”) to which the Company may become liable
(whether on its own account or in respect of third parties) relating to
(i) the infringement of any patent, copyright, registered design or other intellectual property rights
arising or resulting from any work done by the Company in accordance with your specifications; and
(ii) any Liabilities arising from your failure to supply Products or Services in accordance with any agreed
delivery timeframe; and
(iii) any Liabilities, damage to reputation or loss of goodwill of the Company arising from the usage by
you, or by any third party following an onward sale or transfer of any Products originally supplied by the
Company, where such Products have been re-installed other than by the Company or in accordance with
GKD TECHNIK LTD 17 Cobham Road, Ferndown Industrial Estate, Wimborne, Dorset
BH21 7PE ENGLAND. Registered in England - Company Registration No:-03294176
CONDITIONS OF SALE AND SERVICES (……..continued)
the Company’s instructions, or have not been maintained or serviced by the Company during such
usage or following installation.


11. DEFAULT OR INSOLVENCY OF CUSTOMER


11.1 The Company reserves the right to refuse to execute any Contract if the arrangements for payment or your
credit are not satisfactory.
11.2 If any of the events referred to in clause 7.3 occur to you or if the Company has reasonable cause to believe
that any of these events is likely to occur, then the purchase price of all Products and/or Services invoiced and/or
delivered or supplied by the Company to you shall immediately become due and payable from you and in addition
the Company has the right to suspend performance of any unperformed Contracts or to suspend or continue
delivery or supply at its option without prejudice to any other rights it may have including without limitation the
right to recover any losses incurred.


12. FORCE MAJEURE


Neither party shall be liable to the other for failure in whole or in part to perform a Contract when such
failure is due to a Force Majeure Event.


13. LICENCES


If any licence or consent of any government or other authority shall be required for the purchase of the
Company’s Products or supply of the Services, you shall obtain such licence and if so required produce evidence
of the same to the Company on demand. Any losses occasioned as a result of failure to obtain such licence shall
fall on you.


14. NOTICES


Notices to a Customer shall be deemed to have been sufficiently served if sent by first class post to your last
known address. Notices to the Company should be sent to its principal trading address.


15. AMENDMENTS


The Company reserves the right to make amendments without prior notice as deemed by the Company.


16. LAW OF CONTRACT


Any Contract entered into by the Company shall be governed by English law and shall be subject to the exclusive
jurisdiction of the English Courts.
(GKD:Legal:T & Cs wef 1 jan 2014 )

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