“GTT” means GTT Europe Limited, 22 Oakham Enterprise Park, Oakham, Rutland LE15 7TU, United Kingdom
“Customer” means the organization or person who purchases the goods and services from the supplier.
“Supplier” means GTT Europe Limited
“Conditions” means the GTT Europe Limited Terms and Conditions
“Contract” means the contract between GTT and the Customer for the supply of Goods bases upon and incorporating these Conditions and Supplier’s acceptance of the Order
“Goods” means all those items, goods, materials, equipment and services (including any part or parts of them) detailed in the Order which are to be supplied by or on behalf of the Supplier to the Customer.
“MOQ” means Minimum Order Quantity
“Order” means the Customer’s written instruction to supply the Goods (pursuant to specific terms and specifications set by the customer) consistent with the provisions of this Contract.
“Order Approval” means formal written notification headed “Order Approval” from the Supplier to the Customer detailing any specific terms applicable to the Order aside from these Conditions.
2. Acceptance of the Order
Any acceptance of an Order by the Supplier is limited to acceptance of the express terms contained in the Order and these Conditions. Each Customer Order shall be deemed accepted unless otherwise advised by the Supplier and the Customer shall be bound by the terms thereof including these Conditions. The Order and these Conditions constitute the entire agreement between the parties with respect to the Goods on the Order. Customer and Supplier acknowledge and agree that these Conditions are automatically and specifically incorporated in, supplement and become a part of each Order without the need for any reference to these Conditions in such Order. No addition to or variation of or exclusion of these Conditions or any of them shall be binding upon Supplier unless confirmed expressly and specifically in writing by an authorized representative of Supplier.
3. Order Form
Each Order shall contain the following: (i) date issued (ii) identification of the Goods orders (GTT part number and description) and Customer part number (if applicable) (iii) quantity (iv) desired delivery or commencement date (v) shipping address (vi) shipping information (if applicable) (vii) billing information (viii) shipping terms (ix) any specifications or standards for the Goods (if applicable).
(a) Unless otherwise agreed between the Parties, the Price shall be that on the Seller’s current price list, or as shown on the Seller’s website, or the price contained in the Seller’s specific quotation to the Buyer (if applicable)
(b) Should a product price or service charge between receipt of the order and dispatch the buyer will be notified and given the opportunity to cancel the order.
(c) All Prices are based, inter alia, on costs for supplies, labour, deliveries, duties and services current on the order date. Supplier reserves the right to either adjust the prices for Goods accordingly, or to cancel any certain part of the sales relating to undelivered Goods. Duties, taxes, fees, levies and other compulsory payments applicable to the sale of Goods any time as well as freight, express, insurance and delivery charges, shall all be borne and paid in full by Buyer, unless otherwise expressly stipulated.
Payment for Goods shall be in accordance with the payment terms set out by the Supplier. First orders will be pro forma invoice with payment required before the Goods are shipped and subsequent orders will be strictly 30 days from the date of the invoice. You must raise any queries concerning the invoice in writing within fourteen days of the date of the invoice. Late payments will be subject to the payment of interest at a rate of three percent per annum above Bank of England Base Rate.
(a) Goods shall be delivered by the Supplier to nominated delivery points previously agreed in writing by the Supplier. The Customer shall (at it’s expense) provide at the relevant delivery point adequate and appropriate equipment and manual labour with appropriate health and safety training for offloading of Goods.
(b) Any dates specified by the Supplier for delivery of Goods are approximate only. Time for delivery shall not be of the essence and may not be made of the essence by notice. For guidance only:
(i) The standard lead time for orders shipped by sea from date of order is 12 weeks [7 weeks from stock].
(c) The quantity of any consignment of Goods as recorded by the Supplier or its contractor upon dispatch from the Supplier’s or it’s contractor’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
(d) The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Supplier’s or it’s contractor’s negligence) unless written notice is given to the carrier and the Supplier within 14 days of the date when the Goods would in the ordinary course of events have been received.
(e) Any liability of the Supplier for non-delivery of the Goods shall be limited to either (at the Supplier’s option) replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
(f) A signature of qualified acceptance on a carrier’s delivery note shall not be written notice to either the carrier or the Supplier for the purpose of these Conditions.
(g) The Supplier may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract.
(h) Each installment shall be deemed to be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Customer to repudiate or cancel any other Contract or installment.
7. Title and Risk
Title shall pass to Customer only upon full payment by Customer for the Goods and following payment of any other outstanding debt by Customer to Supplier. Customer shall, at Supplier's request, take any measures necessary under applicable law to protect Supplier's title in the Goods, and lawfully notify Customer’s present or potential creditors of Supplier's title on and interest in the Goods. Customer acknowledges that so long as title has not been transferred in the Goods, it holds the Goods as bailee and fiduciary agent for the Supplier and shall safely and securely store and keep the Goods separate and in good condition, clearly showing the Supplier’s ownership of the Goods and shall respectively record the Supplier’s ownership of the Goods in its books. Notwithstanding the above, Customer may use Goods for its own use, or sell Goods, as fiduciary agent for the Supplier, to a third party in the normal course of business by bona fide sale at market value, whereby proceeds of such storage, usage or sale of Goods, as the case may be, shall, to the extent of the amount being owed by Customer to Supplier at the time of receipt of such proceeds, be held by Customer on trust for Supplier and specifically ascertained, until payment in full for all payable debts by Customer to Supplier.
(a) The Supplier warrants that the Goods will be delivered in accordance with the Contract.
(b) The Supplier shall not be liable for a breach of the warranty in Condition 7a unless: In the case of visible defects: (i) the Customer gives written notice of the damage or defect to the Supplier within 48 hours and (ii) either the Supplier is given a reasonable opportunity after receiving the notice for examining such Goods or the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business (at the Supplier’s expense) for such examination to take place there. If the Customer does not give written notice to the Supplier that the Goods are rejected within 48 hours of the date of delivery the Customer shall be deemed to have accepted the Goods. In the case of non-visible defects: the Customer gives written notice of the damage or defect to the Supplier within 48 hours of the date of discovery of such damage or defect but in any event no more than two weeks from the date of delivery.
(c) If the Goods have been delivered in a damaged or defective condition, the Supplier shall at its option replace such Goods (or the damaged or defective part) or refund the price of such Goods at the pro-rata Contract rate. If the Supplier so requests, the Customer shall (at the Supplier’s expense) return to the Supplier those Goods which are damaged or defective.
(d) If the Supplier complies with Condition 7c, it shall have no further liability for a breach of the warranty in Condition 7a.
(e) The warranty set forth herein is expressly in lieu of all other warranties, whether expressed or implied, including, without limitation, any and all warranties of merchantability, quality and fitness for use and for purpose any advice and recommendation and any obligations ore liabilities which may be imputed to seller, any and all of which are hereby expressly disclaimed, denied and excluded. Buyer expressly agrees that no warranty that is not specifically stated in this agreement will be claimed or otherwise adhered to by buyer and/or by anyone acting on buyer’s behalf and/or by anyone acting on buyer’s behalf and/or anyone deriving the legality of its claim from buyer, not that will any such warranty be valid. Seller neither assumes nor authorizes any other person to assume for it, any other liability in connection with the sale, use or handling of any and all goods specified or contemplated by this contract. No warranty is made with respect to any of these goods which have been subject to accident, negligence, alternation, improper care, improper storage, improper maintenance, abuse of misuse.
(a) Unless Supplier shall within 30 Unless Supplier shall within 30 days after delivery of the Goods, receive from Customer written notice of any matter or thing by reason whereof it is alleged that Goods are not in accordance with the Contract, Goods delivered shall be deemed to have been supplied, delivered and accepted in all respects in full conformity with the Contract and Customer shall be entitled neither to reject the same nor to raise any claim for damages or for other remedy in respect of any alleged negligence and/or breach of warranty and/or any condition.
(b) In any claim, brought subject to the conditions above, Customer must prove to the satisfaction of Supplier that it followed Supplier’s instruction for use, care, storage, maintenance, handing and application of Goods.
(c) Unless otherwise specifically restricted by mandatory applicable law, Supplier's liability under any claim and in connection with any possible allegation, whether based on negligence, contract, or any other cause of action, shall be limited to either (i) the replacement of the Goods or the supply of equivalent goods; (ii) the repair, or payment of the cost of repair, of the Goods; or (iii) credit in an amount equal to the purchase price specified in Supplier's pertinent invoice, or in an amount of equivalent goods, all at Supplier's sole option. Customer acknowledges that the remedy available to him as specified herein, is in lieu of any remedies that may be otherwise available to him, now or in the future, whether in law or in equity, relating to any loss or damage, whether directly or indirectly, arising from the purchase and/or the use of Goods, including without limitation, any actual or contingent damages, loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever, whether pecuniary or non-pecuniary. Should any limitation on Supplier's liability hereunder be held ineffective under applicable law, than Supplier's liability shall in any event be limited to the minimum amount of damages to which Supplier may limit its liability, where such is greater than the purchase price as specified in Supplier’s pertinent invoice.
(d) Customer, for himself and for any other party which may claim either under or through Customer, or independently of Customer, including Customer's employees, directors, officers, representatives, affiliates and personnel, shall indemnify and hold Supplier harmless, from and against any claim or liability for damages for negligence including but not limited to, any claim in connection with the design, manufacture, use, care, storage, delivery, application or maintenance of any Goods sold hereunder, whether alleged to have been committed by Supplier or by any other person whatsoever. Customer's undertaking as specified in this subsection shall extend and inure to the benefit of Supplier and of Supplier's successors at any time, as well as to Supplier's affiliates, personnel, representatives, managers, directors and officers. Nothing contained herein shall take effect to exclude or limit liability where liability may not be excluded or limited under applicable law, including, without limitation, for death, personal injury and fraudulent misrepresentations.
(e) Any and all warranties, undertakings, guarantees or assurances provided herein by Supplier, are specifically limited to Customer herein, and not imputed by Supplier, whether directly or indirectly, expressly or impliedly, to any other person or entity, including any subsequent Customer or user, bailee, licensee, assignee, employee and agent of Customer.
10. Force Majeure
Neither party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, storm, hurricane, natural disaster, war, epidemic, pandemic, embargo, strike, riot, civil war, rebellion, terrorist activities, revolution, insurrection, military or usurped power or confiscation, blockade, embargo, Acts of God or similar interventions of any governmental authority. If such delaying cause shall continue for more than ninety (90) calendar days, the party injured by the inability of the other to perform shall have the right upon written notice to either (1) terminate the Agreement with respect to materials not already shipped, or (2) treat this Agreement as suspended during the delay and reduce any commitment in proportion to the duration of the delay.
In case of Force Majeure, Barnes reserves the right to require the Supplier to suspend, defer or cancel delivery of any Goods or any part of them or to reduce the volume of Goods ordered, if for any cause beyond the control of Barnes it is hindered or prevented from using the Goods. If Barnes suspends, defers or cancels it shall not be liable for any direct or indirect damage or loss thereby caused to the Supplier.
11. Governing Law and Place of Jurisdiction
The Contract in respect of the Goods shall be construed in all respects in accordance with and governed by the laws of England, without regard of international conflict of laws provisions. The provisions of the United Nations Convention on the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) shall not apply. The sole place of jurisdiction is in England.
12. Entire Agreement
This Contract merges the entire terms and conditions for sale of the Goods. In the event of any conflict between the terms herein and any provisions included in the Order Approval, the latter shall govern and prevail. Subject to the foregoing, nothing specified in, or referred to by, any other document, record or instrument whatsoever, which relates to and/or which otherwise subsists in connection with the sale of Goods herein, whether expressly or impliedly, including any written order, request or other standard or specific terms of any entity, shall or may be interpreted to attribute to Seller and/or to Seller's affiliates or representatives (i) any liability, obligation, commitment and/or undertaking, and/or (ii) any waiver in connection with or of any right, whether contractual, proprietary, in-personam and/or equitable, including but not limited to, any and all intellectual property rights in connection with the Goods, which are and shall always remain in the Seller's exclusive and complete ownership under all circumstances whatsoever, notwithstanding any sale of Goods hereunder and whether the Goods shall be standard Goods or manufactured to a specific order. The Buyer shall refrain at all times and for whatever purpose from infringing, contesting, disputing or questioning such rights, patents, trademarks, titles or interests, nor shall it aid or allow others to do so, regardless of whether directly or indirectly. No modification or waiver of any provision hereof shall become valid and effective except upon a written instrument duly signed beforehand by Seller. No waiver by either party of any subsequent or other default.
(a) No forbearance, delay or indulgence by the Customer or the Supplier in enforcing the provisions of the Contract shall prejudice or restrict the rights of either party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to it, whether under Contract or note, and each such right, power or remedy shall be cumulative.
(b) All notices which are required to be given hereunder shall be in writing in English. Any such notice may be delivered personally or by registered mail and shall be deemed to have been served when delivered.
(c) Notwithstanding that the whole or any part of any provision of the Contract may prove to be illegal or unenforceable the other provisions of the Contract and the remainder of the provision in question shall remain in full force and effect.
(d) Headings do not affect the interpretation of these Conditions.