The following terms and conditions of sale (“Terms and Conditions”) shall control the sale of products and/or services (individually a “Product” and collectively “Products”) from GTO US Holdings Co Inc., with offices located at 1450 S La Cienega Boulevard, Los Angeles, CA 90035 (“Seller”) to the buyer of such Products (the “Buyer”).
1. GOVERNING TERMS AND CONDITIONS:
a. These General Conditions of Sale shall be applicable to all sales contracts, offers, order acknowledgements, purchase orders, invoices and deliveries by Seller to the buyer named on the face hereof or named in the purchase order referenced hereby (“Buyer”), for the referenced Products. References herein to “the Contract” relate to any sales contracts, offers, order acknowledgements, purchase orders, confirmations, invoices and deliveries (as applicable) to which these Terms and Conditions apply.
b. Seller hereby expressly rejects and refuses any general or specific purchase conditions or any additional or inconsistent terms or conditions offered by Buyer at any time and irrespective of Seller’s acceptance of payment, delivery of product, performance hereunder, or receipt or acknowledgement of receipt of any such conditions. No other agreements or general conditions shall be applicable or shall set aside these Terms and Conditions of Sale unless expressly agreed to in writing by an authorised officer of Seller. Buyer represents that Buyer has received and accepted these Terms and Conditions prior to or simultaneously with initiation of the Contract to which these Terms and Conditions relate and acceptance of Products by Buyer shall constitute confirmation of such acceptance of these Terms and Conditions. Unless otherwise agreed in a writing signed by an authorised officer of Seller, these Terms and Conditions contain the complete and exclusive agreement between Seller and Buyer concerning the Product and merges and supersedes all prior understandings and representations (oral or written) between the Parties concerning any Contract to which they relate.
a. All Products shall be shipped and priced FCA (Incoterms 2010) Seller’s plant or shipping point. Buyer agrees to pay for all transportation charges after the Product has been delivered to the carrier and to reimburse Seller for any transit insurance or freight pre-paid by Seller.
b. Unless otherwise directed by Buyer in writing more than 5 working days prior to the date of shipment: (i) Seller may select any reasonable method of shipping and shall pack the Product in standard commercial packaging; and, (ii) Seller may select any reasonable method of shipment. However, in the event of special shipping instructions provided by Buyer, Seller reserves the right to alter these instructions for hazardous materials covered by the United States Department of Transportation. Where additional packaging is required by regulation, at Buyer’s direction or in the sole reasonable discretion of Seller, Buyer shall bear the additional cost and expense attendant thereto. Buyer shall be advised of any such additional charges prior to shipment.
c. Seller reserves the right to make delivery in instalments, all such instalments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve Buyer of Buyer’s obligations to accept and pay for remaining deliveries.
d. Each shipment by Seller shall be treated as a separate and distinct unit with respect, but only with respect to forwarding, terms of payment, and the making of claims by Buyer; however, if Buyer defaults in the payment of any obligation to Seller or any installments thereof, under any agreement between Buyer and Seller, or if Buyer refuses to accept any goods when tendered for delivery hereunder or under any other contract between Buyer and Seller, Seller may, on fifteen (15) days written notice to Buyer without prejudice to Seller's other lawful remedies, either defer further performance until the defaulted payments are made in full, or make future deliveries for cash in advance only, or treat the entire contract or contracts with Buyer as breached by Buyer and pursue its remedies for breach.
3. TITLE; RISK OF LOSS; SECURITY INTEREST:
a. Delivery of the Product to the carrier at Seller’s shipping point shall constitute delivery to Buyer at which time both title and all risk of loss or damage to the Product or any part thereof shall pass to Buyer.
b. Buyer will promptly unload each shipment at its own risk and expense, including any demurrage or detention charges. Buyer shall have the responsibility of filing any damage claims with the carrier.
c. Where Buyer is purchasing any Product on credit terms pursuant to an exception to Section 6b hereof, in states and jurisdictions which have adopted the Uniform Commercial Code, this contract shall serve as the security agreement, reserving in Seller a security interest in the Products and all proceeds thereof until full payment of purchase price by Buyer. Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code in the event of a breach or default by Buyer of any of its obligations hereunder. Buyer hereby appoints Seller as Buyer’s agent and attorney-in-fact to execute and to file such financing statements and other documents as may be necessary to perfect said security interest. The provisions of the Uniform Commercial Code regarding security interest shall have preference and apply if inconsistent with other terms of the conditions of sale herein. Notwithstanding the foregoing, in jurisdictions where the Uniform Commercial Code does not apply, title to the merchandise shall remain in the Seller or its assigns until full payment of the purchase price.
4. DELAY; FORCE MAJEURE:
a. Each purchase order submitted by Buyer is accepted by Seller on the basis that time is not of the essence. Delivery dates are approximate and based upon all information being received from Buyer. Seller shall have no liability to Buyer for Seller’s delay or default in delivery due to Force Majeure.
b. Force Majeure shall be defined as including, without limitation: strikes, secondary boycotts, riots, fires, floods or other acts of God, explosions, vandalism, government embargoes, priorities or regulations, transportation delays, shortages of labor, fuel, materials, supplies, power, transportation facilities, labor disputes, casualty or accident, lack or failure of transportation facilities, epidemic, cyclone, drought, declared or undeclared war, revolution, civil commotion, terrorism or acts of public enemies, blockage or embargo, or by reason of law, proclamation, ordinance, demand, or requirement of any governmental or ruling authority, including, without limitation, any denial by a governmental authority of appropriate export authorization, changes in the product specifications, amount, delivery schedule or method of shipment, or other causes beyond Seller’s reasonable control.
5. INSPECTION AND ACCEPTANCE:
Upon arrival at the destination point or Buyer’s receipt of any order shipped hereunder, whichever first occurs, Buyer shall immediately inspect said order and shall notify Seller in writing within ten (10) days of such date of any claims of shortages, defects, damages or any other respect in which Buyer alleges the Product to be non-conforming and shall safely hold such order for Seller’s written instructions concerning disposition. If Buyer fails to notify Seller in writing within the said ten (10) day period, then such order shall be conclusively deemed to conform with these Terms and Conditions and to have been irrevocably accepted by Buyer.
6. PRICE AND PAYMENT:
a. The Product prices set forth on the face of the Seller quote or order acknowledgement to which these Terms and Conditions relate exclude all applicable taxes, fees and duties unless otherwise provided in writing. Seller reserves the right to increase the prices for the Products at any time and for any reason, including without limitation, as a result of an increase in the price of materials, including, without limitation, metals, chemicals or other materials used to manufacture the Products. Buyer shall bear any increases, after the date of this contract, in or any new imposition of duties, levies or taxes relating to the product sold hereunder. Buyer shall further bear any additional cost and expense to Seller due to increases, subsequent to the date of this contract, in freight or insurance rates pertaining to the product sold. The same shall apply to currency exchange fluctuations.
b. Unless otherwise agreed in a writing signed by the President of the Company, payment in full and cleared funds of all invoices is required 24 hours prior to dispatch of Product. Any tax or other government fee or charge upon the production, sale, use, import/export and/or shipment of the Products, including without limitation, taxes, fees or charges on the raw materials used to produce the Products, now imposed or hereafter becoming effective, shall be added to the price of the Products and shall be paid by Buyer, along with shipping and insurance costs and any other costs associated with packaging and delivery.
c. Past due amounts shall be subject to interest charges in the amount of one and one-half percent (1.5%) per month or the maximum amount allowed by law, whichever is less. If any particular invoice is not paid when due, Buyer agrees to pay all collection costs if this account is referred outside for collection or, if legal action is brought to collect this account, Buyer agrees to pay all costs and reasonable attorneys’ fees, including all costs and reasonable attorneys’ fees incurred on any appeal.
7. INTELLECTUAL PROPERTY:
Unless otherwise specifically agreed to in writing by an authorised officer of Seller, all drawings, techniques, processes, inventions, patents, patent applications and other intellectual property (i) now owned by Seller, (ii) created or owned hereafter by Seller outside the scope of the Purchase Order or the agreement under which a Purchase Order is submitted (the “Agreement”) or (iii) created by Seller or jointly by Seller and Buyer in connection with the Purchase Order or Agreement (collectively, “Seller’s Intellectual Property”) shall be and remain Seller’s property. Seller grants no license or other right to Buyer in Seller’s Intellectual Property, whether now owned or hereafter created. Unless otherwise specifically agreed to in writing by Buyer, all drawings, techniques, processes, inventions, patents, patent applications and other intellectual property owned by Buyer on the effective date of the Purchase order (“Buyer’s Intellectual Property”) shall be and remain property of Buyer.
8. PATENT INFRINGEMENT.
a. Seller shall have no liability for infringement of any United States patents, trademarks or copyrights (hereinafter collectively referred to as the “Intellectual Property Rights”) except as specifically provided in this Section. Any liability of Seller shall be limited as set forth in Paragraph 10(b) herein.
b. Seller will defend and indemnify Buyer against allegations of infringement of Intellectual Property Rights subject to the limitations and conditions set forth in this Paragraph 8. Seller will defend, at its expense, and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that a Product sold to Buyer infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Buyer becomes aware of such allegations of infringement, and Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise.
c. If a Product is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Product, replace or modify the Product so
as to make it non-infringing, or offer to accept return of the Product and return the purchase price less a reasonable allowance for depreciation.
d. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Products for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Products. The foregoing provisions of this Section shall constitute Seller’ sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information or designs provided in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Product infringes the Intellectual Property Rights of a third party.
9. WARRANTY AND DISCLAIMER OF WARRANTIES:
a. Seller warrants that the Products will be free from any defects in workmanship or material. Such warranty shall extend for a period of one (1) month from the date of delivery. In the event of a defect in workmanship or material in Product sold develops within the Warranty Period as a result of normal, proper and intended use of the Product, Seller agrees to repair or replace, at Seller’s option, the defective Product(s) provided that Buyer gives Seller written notice of any such defect, which such notice is received by Seller within the Warranty Period and which describes the defect. The defective Product(s) shall be delivered to Seller, FCA Seller's facility, at the sole cost and expense of Buyer. Notwithstanding the forgoing, the defective Product(s) shall not be returned to Seller without the issuance by Seller of a Return Material Authorization. Seller's Obligation for lot traceability of a shipped Product is limited to the tracking of the original packaging in which the Product was shipped, unless customized marking of the Product with unique lot identification is required by Buyer and agreed to by Seller, as evidenced by the inclusion of such marking on the approved Buyer's drawing or approved Buyer's technical specification for the Product. Once the Product is removed from its original packaging, it is Buyer's obligation to track the Product and maintain lot traceability for purposes of evidencing the date of shipment to support a warranty claim.
b. Unless otherwise specifically agreed in a writing signed by an authorized officer of Seller, Seller shall not be liable for any claim for and makes no representation regarding the provenance of any Product provided, including such Product’s originality, authenticity or genuineness.
c. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO EMPLOYEE OR AGENT OF SELLER, OTHER THAN AN AUTHORISED OFFICER OF SELLER, IS AUTHORISED TO MAKE ANY WARRANTY IN ADDITION TO THE FOREGOING. ANY ADDITIONAL WARRANTY, REPRESENTATION OR PROMISE MUST BE IN A WRITING SIGNED BY AN AUTHORIZED OFFICER OF COMPANY.
10. LIMITATION OF LIABILITY:
a. Any claim against Seller, other than those contemplated by Paragraph 5 above, must be made in writing and received by Seller within ten(10) days of the date upon which Buyer knew or should have known of the existence of the alleged claim. Such writing must be accompanied by a full statement of the facts giving rise to the existence of the alleged claim. Any claims not satisfying this condition shall be deemed waived. Upon the approved return of any such product, Seller shall have the option to replace such product with conforming product or return the Purchase Price to Buyer, at Seller’s sole discretion.
b. BUYER’S EXCLUSIVE AND SOLE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ALLEGED BREACH OR WARRANTY, PRODUCT LIABILITY, NEGLIGENCE OR OTHERWISE SHALL BE FOR MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT IN RESPECT TO WHICH THE CLAIM IS MADE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BUYER’S CLAIM IS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE IN CONSIDERATION OF THE SALE OF THE PRODUCT TO BUYER. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE DUE TO BUYER’S ANTICIPATED USE, AND INCLUDES WITHOUT BEING LIMITED TO, LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWNTIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALISE ANTICIPATED SAVINGS, LOSS OF BUYER PROPERTY OR ANY LIABILITY OF BUYER TO A THIRD PARTY, INCLUDING WITHOUT LIMITATION, DAMAGE OR LOSS INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE, UNLESS SUCH IS CAUSED BY SELLER’S GROSS NEGLIGENCE.
11. BUYER’S DEFAULT AND CREDIT:
a. If, in Seller’s judgment, Buyer’s credit shall become impaired at any time, or Buyer’s credit is in default under any payment obligation to Seller, Seller shall have the right, in addition to any and all other remedies, to decline to make deliveries hereunder except for cash or for other security satisfactory to Seller in its sole discretion, until such time as such credit has been established or such default has been cured to Seller’s satisfaction.
b. Notwithstanding the foregoing, in the event either party defaults with respect to any provision of these Terms and Conditions, or files or has filed against it a petition for bankruptcy, or suffers the appointment of a receiver or trustee of its business or properties by reason of insolvency or liquidation (each an “Event of Default”), the non-defaulting party shall have the right to terminate the Contract and/or these Terms and Conditions if such Event of Default is not cured by the defaulting party within thirty (30) days after receipt of written notice of such Event of Default from the non-defaulting party. If however, the Event of Default is a failure to pay any amount when due hereunder, such Event of Default shall be cured within ten (10) days of such notification.
c. Upon termination, the non-defaulting party shall be entitled to seek any and all legal and equitable remedies available to such party under this Agreement or under applicable law. In addition, in the event Seller terminates the Contract and/or these Terms and Conditions as a result of an uncured Event of Default by Buyer, Buyer shall be liable to Seller for the following: (i) the Purchase Price of all finished products delivered to Buyer but not yet paid for at the time of termination, including any interest on overdue payments, if any; (ii) the purchase price of all finished products not yet delivered to buyer at the time of termination (excluding those units of Products included in the calculation of inventory in item (iii)); (iii) the purchase price of all inventory of the Products held by Seller for Buyer at the time of termination; (iv) the value of all work in progress at the time of termination; and, (v) the cost of all raw materials acquired by Seller for use in production of the Products held by Seller or on order by Seller at the time of termination (collectively, “the Costs”). Buyer shall pay the Costs to Seller within thirty (30) days of termination by Seller. This right of either party to terminate is in addition to, and not in lieu of, any and all legal and equitable remedies available to the non-defaulting party in the event of an Event of Default by the other party.
d. Delay in or failure to carry out the duties imposed upon either Party under these Terms and Conditions shall not be deemed an Event of Default if such delay or failure results from causes defined herein as a Force Majeure. A party may claim relief if such circumstances exist as to its subcontractor and the delay in performance of the subcontractor will cause or contribute to a delay in performance by the party. The party claiming relief under this provision shall notify the other of the circumstances giving rise to its application, provide an estimate of the impact on its performance, and take all reasonable steps to remove or mitigate the impediment. Any quantity of Product so affected shall be deducted from the total quantity purchased by Buyer. Seller, during any period of shortage due to a Force Majeure Event, may allocate its available supply of Product among its internal requirements and its customers on whatever basis Seller may deem fair and practical. Seller shall not be required to procure Product from third parties to satisfy its obligations to Buyer hereunder during any period of shortage due to a Force Majeure Event.
The Parties agree to keep confidential and, except as required by law, not disclose to any other third person any proprietary information (including, without limitation, all data, drawings, descriptions, design sheets, computer prints, computer codes, scientific and technological information, process specifications and procedures, including quality control instructions, production costs, production procedures, supplier information and any other technical and commercial information relevant to the Products (collectively, the "Confidential Information")) received from the other party in connection with these Terms and Conditions. Each party further agrees to use such Confidential Information only for the proper purposes necessary for performance of its Obligations under any Contract and/or these Terms and Conditions. To the extent disclosure is required by law, the disclosing party shall provide prior notice of such impending disclosure to the other party and the disclosing party shall use reasonable efforts at its own cost and expense to limit such disclosure and to maintain the confidentiality of such Confidential Information to the extent permitted by law. In the event the Parties have entered into a separate Confidentiality or Non-Disclosure Agreement governing the transactions to which these Terms and Conditions apply, the terms of such Agreement shall take precedence over this Section 12.
13. SUITABILITY; SAFETY AND HEALTH COMMUNICATIONS:
a. Buyer expressly warrants to Seller that it will properly use, transport, process, apply and in all respects handle any products purchased from Seller and/or materials produced with products purchased from Seller in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations now and/or hereinafter enacted.
b. Buyer is solely and independently responsible for determining the adequacy, suitability and appropriateness of products for their applications and end use. Seller makes no warranties as to any suggestions or technical assistance provided by it and no such suggestion or assistance shall be construed as an express or implied warranty.
c. Buyer acknowledges that it has consulted Seller’s catalogues, specifications and other information, including information, if any, set forth on an applicable Material Safety Data Sheets or similar document, if any, regarding the Products (“MSDS”) and any other technical bulletins and publications whether or not produced by Seller, containing safety, health, handling and environmental hazard information applicable to the Products and their properties, that it has read and it understands such information, and that it agrees to incorporate such information into its personnel safety programs. Buyer shall fully and adequately inform its employees, contractors, agents and other third parties who may become exposed to Products after delivery to Buyer hereunder, of any hazards associated with Products, and of the proper storage, handling and use procedures for Products, whether disclosed in such documents or in additional documents which are transmitted to Buyer or come into Buyer’s possession during the term of this Contract. Buyer acknowledges its independent obligation to fully and adequately incorporate available information into its product safety communications and to provide to all of its employees, contractors, agents and customers copies of such hazard communication documents. If Product is further processed, mixed or incorporated into another product, Buyer shall likewise disseminate appropriate health and safety information to all persons Buyer foresees or should reasonably foresee may be exposed.
Buyer shall indemnify, defend and forever hold Seller and its directors, officers, employees, agents, suppliers, parents, affiliates, subsidiaries, successors and assigns harmless from any and all fines, penalties, suits, actions, claims, liabilities, judgments, costs, and expenses (including attorneys' fees and expenses) resulting or arising from: (a) Buyer's negligent actions or omissions hereunder, or breach of any of the terms of this Contract; (b) Buyer's use, sale, handling, storage, or disposal of the Products or any product or waste derived therefrom; (c) Buyer's discharge or release of the Products or any product or waste derived therefrom into water, onto land or into the air; (d) Buyer's exposing any person (including Buyer's employees) to the Products or any product or waste derived therefrom, including failure to warn of such exposure; (e) the transportation of the Products to Buyer after tender of the Products by Seller to the carrier at Seller's shipping point; or (f) any damage or loss occasioned by the lack of suitability of the Product to its application or end use. The foregoing indemnification shall apply, but shall not be limited to, injury to person (including death) or damage or harm to property or the environment. Buyer shall not be obligated to indemnify Seller for that portion of any fine, penalty, suit, action, claim, liability, judgment, cost, or expense to the extent attributable to the failure of the Product to meet specifications.
This Contract shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Buyer may not assign its rights or obligations hereunder without the express written consent of Seller, which consent shall not be unreasonably withheld or delayed. Seller may assign any or all of its rights or obligations hereunder without the express written consent of Buyer.
16. GOVERNING LAW:
These Terms and Conditions shall be governed by, construed under and enforced in accordance with the laws of the State of California without regard to its choice of law principles. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THESE TERMS AND CONDITIONS SHALL NOT BE GOVERNED BY OR CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF THE CONVENTION FOR THE INTERNATIONAL SALE OF GOODS.
17. DISPUTE RESOLUTION:
The parties shall attempt, in good faith, to resolve any controversy, claim, or dispute arising out of these Terms and Conditions through negotiations. In the event that negotiations are unsuccessful, the controversy, claim, or dispute shall, upon written demand of either Party, be resolved through binding arbitration. Such arbitration shall take place in Los Angeles, California and shall proceed in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the laws of the State of California. The decision shall be enforceable by any court of competent jurisdiction. All costs of such arbitration, except expert fees and attorneys' fees, shall be shared equally by the parties. This Section shall not be construed to limit a party's right to obtain equitable or other relief that is not available through arbitration.
18. COMPLIANCE WITH LAWS:
Each party agrees to be responsible for complying with all applicable laws, rules, regulations, judgments, decrees, orders and permits in performing its obligations under these Terms and Conditions
a. Unless Buyer is an authorized distributor of Seller, Buyer may not resell the Products to any third parties without the prior express written consent of Seller; provided, however, subject to the provisions of these Terms and Conditions, Buyer is not prohibited from incorporating the Products into items produced by Buyer and selling such items to third parties.
b. Buyer may not set-off any amount owed to it by Seller, regardless of the nature of any such claim, in lieu of fully satisfying Seller's invoice for the sale of Products to Buyer hereunder.
c. No failure on the part of either party to exercise any right or remedy hereunder shall impair, prejudice or constitute a waiver of any such right or remedy. No waiver by a party of an Event of Default by the other party shall be deemed to constitute a waiver of a future Event of Default, whether similar or dissimilar in nature.
d. Paragraphs 7, 8, 9 (to the extent of the Warranty period), 10, 11, 12 13, 14 and 16 shall survive the expiration or termination of these Terms and Conditions.
e. If any provision or part of any provision of these Terms and Conditions shall be invalid or unenforceable under applicable law, such provision or part of such provision shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of these Terms and Conditions.
f. These Terms and Conditions, along with the terms on the face of the document to which they are attached and any other supplemental terms agreed upon in a writing executed by both parties' authorized representatives, constitute the entire agreement between the parties, and Seller shall not be bound by any agent's or employee's representation, promise or inducement not set forth herein.
g. The paragraph headings contained herein are for convenience only and not to be considered in interpreting these Terms and Conditions.
20. U.S. EXPORT COMPLIANCE:
Buyer warrants that it will comply with all U.S. laws, regulations, rules and orders regarding export control.
Issued: February 1, 2018 CA
These terms constitute a legal document ("the Agreement"), which sets out the rights and obligations of you as a user or purchaser ("you"), and those of GTO ENGINEERING LTD ("GTO Parts", "we" or "us"), in relation to the services and products offered by us through this site or any of the other sites owned by us. By registering for GTO Parts services, you agree to the terms of this Agreement, and you re-affirm that agreement every time you use any of our services.
The term ‘GTO Parts’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is GTO Engineering Ltd, GTO House, Floral Mile, Hare Hatch, Reading, Berkshire RG10 9ES. Our company registration number is 05003180. Registered in the United Kingdom. The term ‘you’ refers to the user or viewer of our website.
You agree to:
Provide true, accurate, current and complete information about you (also read shipping details) as prompted by our registration form (such information being the "Registration Data"); and
Maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or GTO Parts has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GTO Parts has the right to suspend or terminate your account, cease supply and refuse you any and all current or future use of the GTO Parts site (or any portion of it)
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice below, which forms part of these Terms and Conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Place of performance and applicable law:
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales
If necessary, English law shall govern this Agreement. You and we each submit to the exclusive jurisdiction of the English courts in relation to disputes arising out of this Agreement
Placing an Order
All prices and charges on the UK site are in UK pounds. They exclude VAT payable at 20%, and delivery charges. Taxes, where applicable will be added in check out process.
The total cost of your order will be the price of the products you order and the applicable delivery charge.
Prices, offers and products are subject to availability and may change before, but not after, we accept your order. If something becomes unavailable, we reserve the right to notify you and cancel your order.
Whilst GTO Parts try and ensure that all details including part descriptions, model fitment and pricing on this website are accurate, from time to time, errors can occur including; typographical errors, other errors or inaccuracies and therefore the information may not be complete or current.
GTO Parts therefore, reserve the right to correct any errors, inaccuracies or omissions and to change or update content at any time without prior notice.
GTO Parts also reserve the right to not fulfil any order based on information on the website that may contain errors or inaccuracies, including, without limitation, errors, inaccuracies or out-of-date information regarding part description, model fitment, pricing, shipping or payment terms.
If we discover an error in the pricing of any part which you have ordered from this website, we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling. We may cancel your order at any time up to the point we send you the product(s) (even if you have received your order confirmation email). If we are unable to contact you, we reserve the right to treat the order as cancelled and issue a full refund of any charges paid in advance, but not any fees incurred like interest or currency fluctuations if buying from outside the UK.
GTO Parts will give written confirmation of credit terms when a customer opens an account, and we reserve the right to vary these terms from time to time. Failure to comply with our credit terms will result in suspension or withdrawal of credit facilities. We reserve the right to charge interest on overdue accounts and to recharge any collection costs incurred. All goods supplied shall remain the property of GTO Parts until the customer has paid off all outstanding sums due to GTO Parts, and not only the sums due under this invoice. GTO Parts reserves the right to enter the customer's premises to retrieve the goods in the event of any default in payment.
Trade accounts are opened at the discretion of GTO Parts and are subject to the provision of the satisfactory credit references being obtained and the following information being sent in writing to GTO Parts:
the full names and home addresses of two of proprietors or directors;
- the names of two persons firms or companies with whom the applicant has had previous trade dealings, and
- the name and address of the applicant’s bankers and its bank account details together with written authority for GTO Parts to contact the trade referees, the bankers and/or a credit reference agency for appropriate references.
- It is also a condition of opening a trade account with GTO Parts that the applicant directors guarantee performance of all the financial obligations to GTO Parts.
On opening a trade account, GTO Parts will impose a credit limit as it deems reasonable and may occasionally vary this limit without giving any prior notice to the account holder.
If at any time, trade account customer alters its constitution (being a company or limited liability partnership) or (being a sole trader or partnership) becomes incorporated or amalgamated with others, the account holder shall give prior written notice to GTO Parts of the intended change should the Buyer wish to continue credit account facilities following the intended change. GTO Parts may commence trading with the changed entity at its sole discretion and will not be deemed to do so until a written acknowledgement and acceptance is issued by GTO Parts’ credit controller.
If you hold a trade account with GTO Parts, payment of invoices will be made in full to us without deductions or set-off in accordance with the payment terms notified by us to you. You guarantee your creditworthiness in placing an order. If after confirmation of the order by us, doubts arise as to your creditworthiness, then all payments will become due immediately unless adequate security can be offered by you.
All deposits are non-refundable. When you (the client, or clients representative) pays a deposit you (the client, or clients representative) are paying in part for a product (or service). Paying a deposit shows that you (the client, or clients representative) intend to buy the item and this means you are entering into a contract with GTO Parts. There may or may not be a contract in writing, but conducting the order verbally, in writing, email, social media, or any other form of digital correspondence still means a contract is in place.
We will however refund a credit if we can’t supply you (the client, or clients representative) with the items/items, or we cannot supply by the agreed delivery date.
This returns policy does not affect your statutory rights. Details of your statutory rights are available from the citizens advice bureau or consumer direct.
The information contained in this website is for general information purposes only. The information is provided by GTO Parts and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
GTO Parts shall not be liable to any person for any loss or damage, which may arise from the use of any of the information contained in any of the materials on this site. GTO Parts will only be liable for consequential losses within the contemplation of the parties.
In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
Through this website you are able to link to other websites which are not under the control of GTO Parts We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website up and running smoothly. However, GTO Parts takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
In the event of conflict or inconsistency between the terms of the English language version of this Agreement and any translation provided by us, the English language version shall prevail.
We reserve the right to amend our prices at any time and without prior notice - orders are fulfilled on the understanding that prices charged are those current at the date of despatch. All prices are exclusive of applicable VAT, which the customer shall be liable to pay to GTO Parts.
Pricing shown on the website for non-stock items, not available for immediate purchase, are indicitive prices only. Pricing may change subject to many factors including required quanitiy versus miniumum supplier order quantity, supplier availabity, manufacture timing, process and raw material pricing etc. Upon receipt of a Quote Basket we will contact you directly to discuss the individual part requirement and price.
Limitation of Liability
Nothing in this Agreement shall affect the statutory rights of any consumer or exclude or restrict any liability for death or personal injury arising from the negligence or fraud of GTO Parts.
Subject to the above, you agree that GTO Parts shall not be liable either in contract, tort, negligence, statutory duty or otherwise, for any direct loss or damage (including loss or damage which is reasonably foreseeable or occurs naturally in the course of things) resulting from any acts, omissions, failures or delays occurring on or in relation to those parts of the Internet not under GTO Parts direct control including, without limitation, damage for loss of business, loss of sales, non-payment of sums due, loss of profits, business interruption, loss of reputation, loss of business information, or any other pecuniary loss (even where GTO Parts has been advised of the possibility of such loss or damage).
The only liabilities that GTO Parts can exclude are those arising from the following:
In cases where losses were not foreseeable to both parties when the contract was formed
Where losses were not caused by any breach on the part of GTO Parts
For any business losses, and/or losses to non-consumers
In the unlikely event that you have any complaints as to GTO Parts service or any of the goods and services supplied to you from our site, please contact us by either:
phone + 44 (0) 1189 401101
or write to: GTO Parts, GTO House, Floral Mile, Hare Hatch. Reading, Berkshire RG10 9ES, United Kingdom. All complaints are taken seriously and will be investigated as soon as they are brought to our notice. We will endeavour to rectify any problems as soon as possible
Matters Beyond our Reasonable Control
GTO Parts shall not be held liable for any breach of this Agreement caused by circumstances out of its control including, but not limited to, Acts of God, fire, lightening, flood, or extremely severe weather, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), acts or omissions of Internet services providers or acts of local or central Government or other competent authorities.
This website and its content is copyright of GTO Parts - © GTO Engineering 2019. All rights reserved.
All designs, text, graphics and their selection and arrangement on this site are the copyright of GTO Parts or its content providers. As a visitor to the GTO Parts site you are licensed to copy electronically or to print portions of this site for your own personal, non-commercial use. Any other use of materials on this site without GTO Parts prior written consent is strictly prohibited.
Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following:
You may print or download to a local hard disk extracts for your personal and non-commercial use only
You may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material
You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.