Terms and conditions

1. Scope

All goods and services (“Products”) supplied by Global Promotional Solutions Limited (“GPS”) are supplied on these terms and conditions.

2. Order acceptance

No order shall be binding on GPS until accepted by GPS. An individual contract for the supply of Products, on these terms and conditions, is formed on acceptance by GPS of an order from the Customer. GPS reserves the right to accept any order in whole or in part. Where GPS makes a part delivery of any order, such delivery shall constitute a separate contract. No order may be cancelled or varied after acceptance by GPS.

3. Payments

All credit orders are accepted by GPS subject to satisfactory credit approval of the Customer, and are governed by GPS’ credit terms and conditions in force at the time of order placement, including the right to charge interest. Credit approval once granted may be withdrawn at any time. Where credit approval has not been granted, or is withdrawn, payment for all Products or Services supplied is required on delivery.

Where credit has been granted, payment for the Products or Services is to be made on or before 30 days from the date of invoice, or 15 days from the date of a consolidated monthly statement, whichever is the earlier, except in the case of stock items, where payment must be made within 7 days of invoice date. Payment must be made in full without set off or deduction.

GPS will investigate any disputed amounts, and if resolved in favour of the Customer, a credit will be issued to the Customer.

4. Title to products

Ownership in the Products does not pass to the Customer until the Customer has discharged all outstanding indebtedness, whether in respect of the Products or otherwise, to GPS. Risk in the Products will pass on delivery to the Customer. Delivery may not be refused by the Customer. The Customer grants to GPS, its agents and servants, leave and licence to enter at any time on and into any premises occupied by the Customer to inspect, search for or remove any of the Products.

If the Products are sold by the Customer, the Customer acknowledges that such sale is made by the Customer as bailee for and on behalf of GPS, to hold the proceeds of sale on trust for GPS, in an account in the name of GPS, until payment in full for the Products is made to GPS.

5. Delivery

a) GPS reserves the right to charge for delivery of the Products at any time, notwithstanding that it may not have previously done so. Administrative fees may also be imposed for orders under certain sterling values. Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by GPS.

b) A handling fee may be incurred on all orders.

6. Returns

Any Products which are damaged or defective or which are not otherwise in accordance with the Customer’s order, or which the law provides may otherwise be returned to GPS, may be returned to GPS within a reasonable time after the Customer has had a reasonable opportunity of inspecting the Products, at no cost to the Customer.

The Customer may otherwise return Products to GPS and obtain a credit:

a) except for specially purchased products, products specifically tailored for the Customer’s requirements, Promotional Products, Customised or Personalised items may not be returned;

b) provided that it does so within 7 days of delivery and a return authorisation is obtained from GPS;

c) provided that the Products are in their original packaging, unopened, of a current make and model, and otherwise as new and in a saleable condition;

d) at the Customer’s own expense, or to the Customer’s account; and

e) on the basis that risk in the Products remains with the Customer until the Products are received by GPS, and that a restocking or return fee may be charged.
Notwithstanding the provisions of this clause 6, GPS will not accept a returned Product where the Customer has caused the Product to become unsellable or failed to take steps to prevent the Product from becoming unsellable or the Product has become damaged by abnormal use whilst in the possession of the Customer.

7. Customer specific stock

Where GPS has agreed to procure and/or warehouse and/or distribute Products specifically for the Customer, the Customer must, within 30 days of request, purchase all stock then warehoused and held at the then prevailing supply price. Where the Customer does not do so, GPS may dispose of the affected Products without liability for any loss or damage suffered by the Customer as a result.

The Customer indemnifies GPS against all claims, demands, loss, costs and expenses incurred by or made against GPS, arising out of any actual or alleged infringement of patents, copyright, trademarks, design rights or other intellectual property rights, by any logo, design, copyright or other material that GPS may use, print or reproduce at the Customers request.

8. Liability

Except for those required or implied by legislation, GPS gives no express warranty in relation to products and services supplied to the Customer, and the Customer acknowledges that it has not relied on any representation or warranty made by or on behalf of GPS. Certain legislation may imply conditions and warranties into these terms and conditions.

To the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded. The liability of GPS under or arising out of the supply of goods and services for breach of any term, condition or warranty implied in or imposed upon the supply of goods and/or services by legislation, shall be limited, at the option or GPS to:

a) If the breach or liability relates to goods:

(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired;

(b) if the breach or liability relates to services;

(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.

Except to the extent the law provides that liability is not able to be excluded, GPS shall not be under any liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage or loss of profits, loss of use or loss of data) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Products, any services supplied by GPS or the failure of GPS to comply with these terms and conditions.

9. Conflicts

These terms and conditions will apply to the exclusion of all other terms and conditions contained in the Customer’s order. In the event of any inconsistency, GPS will be deemed, by delivering the Products to the Customer or supplying services to the Customer, to have made an offer to the Customer to sell the

Products or supply the services pursuant to these terms and conditions, which offer will be deemed to have been accepted if the Customer retains the Products or accepts the services. GPS reserves the right to change these Terms and Conditions at any time. Additional terms and conditions also apply.

10. VAT

GPS reserves the right to recover from the Customer all goods and services tax (“VAT”) payable in respect of the supply of goods and services to the Customer.

11. Jurisdiction

These terms and conditions are governed by and will be construed in accordance with the laws of England & Wales and the parties agree to submit to the jurisdiction of the courts of the Country.

12. No Waiver

The failure by GPS to exercise, or any delay in exercising, any right, power or privilege available to it under these terms and conditions will not operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right or power.