Terms & Conditions
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DEFINITIONS
1.1 "The Company" - means Gapton Computers Ltd.
1.2 "The Customer" - means the Customer of the Company.
1.3 "The Contract" - means any contract for the sale of Goods by the Company to the Customer.
1.4 "The Goods" - means any Goods forming the subject of this Contract including parts and components of or materials incorporated in them.
QUOTATIONS
2.1 Written quotations by the Company unless otherwise stated on them shall be open for acceptance within 30 days of the date of the quotation and thereafter shall automatically expire.
2.2 Verbal quotations shall expire at the close of business on the day on which the quotation is given unless accepted beforehand by the Customer. The Company may withdraw quotations at any time before acceptance by written notice.
EXISTENCE OF CONTRACT
3.1 No Contract shall come into existence until the Customer’s order is accepted by the earliest of:
(a) The Company's written acceptance.
(b) Delivery of the Goods.
(c) The Company's invoice.
3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
3.3 No variations or amendments of the Contract shall be binding on the Company unless confirmed by the Company in writing.
3.4 Contract information will be held on record and accessible by the Customer for 36 months after the delivery of the Goods.
3.5 By completing and submitting an electronic, telephone, or written order, the Customer is making an offer to purchase Goods, which, if accepted by the Company, will result in a binding Contract.
3.6 The Customer’s offer is accepted when the Company has despatched the Goods to the Customer’s requested delivery address.
PRICES
4.1 Prices exclude delivery insurance, delivery charges, VAT and other taxes or duties, unless otherwise specified.
4.2 All prices are subject to change without notice. Unless otherwise agreed in writing, all orders are executed subject to prices ruling at the date of despatch, and no price list of the Company, whether published or not, shall affect the right of the Company to charge for Goods in accordance with this clause. In the event of any variation or suspension of orders through the buyers' instructions or lack of instructions, prices may be increased to cover any extra expenses thereby incurred by the Company.
PAYMENT
5.1 All invoices are payable in full prior to despatch without discount of any kind, in pounds sterling. 5.2 All credit account invoices are payable in full without discount of any kind in pounds sterling, 30 days from date of invoice, unless previously agreed and confirmed in writing by the Company at the Company’s premises stated on the invoice and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all. Unless otherwise agreed in writing by the Company any discount for prompt payment given in an invoice shall be at the discretion of the Company and can be withdrawn at any time. Any discount offered shall be subject to the stipulations as to prompt payment set out in these conditions and failure to comply with these conditions may result in any discount being withdrawn.
5.3 Time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Company, if the Customer fails to pay the invoice by the due date the Customer shall not be allowed any discount given in that invoice, and shall incur a surcharge of 5% of the value of the Goods if the payment due remains outstanding for a period of greater than 45 days, after the date of the Company's invoice.
5.4 Additionally, a rate of interest of 2% shall be applied, per month, from the invoice’s due date, until payment is made. The Company can exercise this right in addition to any other rights it may have in respect to the non-payment of Goods. Where Goods are supplied in instalments, each such instalment, delivery or part shall be made as if the same constituted a separate Contract.
5.5 Whilst the Customer's payment may be processed before the Contract is formed, if the Customer's order is ultimately rejected, a full refund will be made. The Company's acceptance of payment does not signify an acceptance of the Contract.
5.6 VAT exempt Customers ordering for the first time via the Company's website will be charged VAT at the standard VAT rate. VAT exemption on the Customer’s account will be activated after registration with the Company has occurred, and once the Customer’s VAT exemption has been confirmed.
TITLE
6.1 For the purpose of section 12 of the Sale of Goods Act 1979 the Company shall transfer only such title or rights in respect of the Goods as the Company has and if the Goods purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company.
6.2 Notwithstanding the earlier passing of risk title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them has been paid in full. Goods remain the property of the Company until paid for in full.
6.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
6.4 The Company shall be entitled at any time before title passes to repossess all or any of the Goods and so terminate (without any liability to the Customer) the Customer’s right to use, sell or otherwise deal in them and for that purpose to enter any premises of the Customer.
6.5 Until title passes the entire proceeds of sale of the Goods shall be held in trust for the Company and shall not be engrossed with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money.
6.6 The Company shall be entitled to maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
CREDIT
7.1 Any Contract formed between a credit account Customer and the Company shall be subject to the Company's satisfaction as to the Customer's credit worthiness and without generality to the foregoing. The Company may, in its absolute discretion, having informed the Customer that the Goods are ready for delivery, refrain from delivering the Goods until such time as the Customer renders payment to the Company in a form satisfactory to the Company.
7.2 Customers wishing to open a credit account must provide two trade references and one banker's reference. Until the credit account has been confirmed by the Company, delivery of Goods will not occur, unless payment has already been received or made against the Company's proforma invoice.
RISK DELIVERY AND PERFORMANCE
8.1 Goods are delivered to the Customer when the Company makes them available to the Customer, or any agent of the Customer, or any carrier (who shall be the Customer’s agent whoever pays his charges) at the Company’s premises or other delivery point agreed by the Company.
8.2 Risk in the Goods passes when they are delivered to the Customer.
8.3 The Company may at its discretion deliver the Goods by instalments in any sequence.
8.4 Where the Goods are delivered by instalments each instalment shall be deemed to be the subject of a separate Contract and no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
8.5 The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of Goods ordered.
8.6 Unless otherwise agreed by the Company in writing any dates quoted by the Company for the delivery of the Goods are approximate only and shall not form part of the Contract. Delivery shall take place within a reasonable time of any quoted delivery dates taking into account all the circumstances of the particular Contract. The Company will accept no liability for direct or consequential loss or damage arising from delay in delivery.
8.7 If the Customer fails to take delivery of the Goods or any part of them on the due date and fails to provide any instructions, documents, licenses, consent or authorisation required to enable the Goods to be delivered on the due date, the Company shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods. Under this circumstance, risk of the Goods shall pass to the Customer. Delivery shall be deemed to have taken place and the Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from its failure.
8.8 The Company shall not be liable for any penalty loss injury damage or expense arising from any delay or failure in delivery or performance from any cause at all, nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
8.9 No liability shall be accepted by the Company, if items are left unattended at the delivery address according to instructions from the Customer.
CLAIMS NOTIFICATION
9.1 Any claim for non-delivery of any Goods shall be notified by the Customer to the Company in writing within 3 days of the date of the Company’s invoice.
9.2 Any claim that any Goods have been delivered damaged are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within 3 days of their delivery.
9.2.1 Any alleged defect shall be notified by the Customer to the Company within 3 days of the delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection within 3 days of the defect coming to the Customer’s attention and in any event within the following periods:
9.2.2 For second-hand Goods or Goods reconditioned by the Company no period is applicable unless otherwise specified in the Contract.
9.2.3 Other than the benefits conferred on the Customer by statute all Goods supplied not of the Company’s manufacture are covered by the manufacturer’s warranty terms only.
9.2.4 Any claim under this condition must be in writing and must contain full details of the claim including full details of any allegedly defective Goods.
9.2.5 The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall if so requested in writing by the Company return the Goods and any packaging, securely and carriage paid to the Company for examination.
9.3 Any Goods that are claimed to be faulty shall not be repaired or tampered with by the Customer without the prior written consent of the Company.
9.4 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the provisions of this condition.
WARRANTY AND RETURNS
10.1 The Company will not replace any faulty items without prior examination of the Goods.
10.2 Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms act 1977 Section 12), all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the products and whether implied by statute or common law or otherwise are excluded.
10.3 Damage caused to any returned Goods, due to the Customer's packaging, is the Customer's liability.
10.4 For Customers residing in UK Mainland;
10.4.1 The Company will repair or replace, at its discretion, faulty Goods. It will be part of the Customer's liability to pay carriage charges for returning Goods to the Company's premises.
10.4.2 All labour and parts are covered by a 12 month warranty, from the date of purchase. All sub-assemblies which require fitting into other equipment are covered by a 3 month warranty, for parts and labour only, from the date of purchase, only if the item has been correctly installed by a qualified technician. Repairs are made on a best effort basis.
10.5 For Customers residing outside of UK Mainland, liability for carriage and/or Customs charges to return the Goods rests with the Customer.
10.6 All Goods supplied not of the Company’s manufacture are covered by the manufacturer’s warranty terms only.
10.7 A Return Merchandise Authorisation (RMA) must be obtained from the Company prior to returning any Goods. The Goods must be returned within 10 working days of issue of RMA.
10.8 The Company reserves the right to refuse to issue an RMA number for the return of Goods that have been ordered in error by the Customer. Returned Goods must be accompanied by the relevant invoice/delivery note. The Company accepts no responsibility whatsoever for Goods returned without an RMA and the relevant invoice/delivery note.
10.9 Goods ordered in error, returned for refund or exchange, will be subject to a restocking charge of £20, or 20% of the purchase value, whichever is greater.
10.10 Software will not be accepted for return unless faulty or the factory seal intact. Goods returned as faulty but found to have no fault will incur a handling and testing charge of £20, or 20% of the purchase value, whichever is greater.
10.11 All packaging material must be retained until the Goods are fully tested and functional. Goods returned must be returned in their original packaging.
SCOPE OF CONTRACT
11.1 Under no circumstances shall the Company have any liability of whatever kind for;
11.1.1 All and any defects resulting from wear and tear or improper use by the Customer or use by the Customer otherwise than in accordance with the instructions or advice of the Company or the manufacturer of any Goods or neglect.
11.1.2 Any Goods which have been adjusted modified or repaired otherwise than by the Company.
11.1.3 The suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company.
11.1.4 Any substitution by the Company of any materials or components not forming part of any specification of the Goods agreed in writing by the Company.
11.1.5 Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company’s website or elsewhere, since they are merely intended to represent a general idea of the Goods and not to form part of the Contract or be treated as representations.
11.1.6 Any technical information, recommendations, statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made.
11.1.7 Any variations in the quantities or dimension of any Goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods, and the substituted materials or components are of a quality equal or superior to those originally specified.
EXTENT OF LIABILITY
12.1 The Company shall have no liability to the Customer (other than liability for death or personal injury resulting from the Company’s negligence) for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except in accordance with this condition.
12.2 If the Customer establishes that any Goods have not been delivered, have been delivered damaged, are not of the correct quantity or do not comply with their description the Company shall, at its option, replace with similar Goods any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods.
12.3 If the Customer establishes that any Goods are defective the Company shall, at its option, replace with similar Goods or repair any defective Goods, allow the Customer credit for their invoice value or to the extent that the Goods are not of the Company’s manufacture, assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods to the Company.
12.4 The delivery of any repaired or replacement Goods shall be at the Company’s premises or other delivery point specified for the original Goods.
12.5 Where the Company is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.
12.6 No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments alterations or other work has been done to the Goods by any person other that the Company.
12.7 The Company shall not be liable where any Goods the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods will, if available, be supplied by the Company at the prices ruling at the date of dispatch.
12.8 In no circumstances shall the liability of the Company under this Condition exceed the invoice value of the Goods.
GENERAL
13.1 The Company may sub-contract the performance of the Contract in whole or in part.
13.2 The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer without the express written consent of the Company.
13.3 The Company shall have a lien on all the Customer’s property in the Company’s possession for all sums due at any time from the Customer and shall be entitled to use sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such sums on 30 days’ notice in writing to the Customer. Upon accounting to the Customer for any balance remaining after payment of any sums due to the Company and the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customer’s property.
13.4 The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent, has a receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in case of termination shall be entitled to forfeit any deposit paid.
13.5 All tools, patterns, materials, drawings, specifications and other data provided by the Company shall remain its property and all technical information patent-able or un-patent-able, copyright and registered designs arising from the execution of any orders shall become the property of the Company.
13.6 The Contract and its subject matter are confidential and shall not be disclosed or used for any unauthorised purpose.
13.7 To help ensure a prompt delivery, the Customer is required to provide the Company with a valid daytime telephone number.
COMPATIBILITY
14.1 Goods are not supplied on a trial basis.
14.2 The Customer is responsible for verifying suitability and compatibility of equipment before the Contract exists.
14.3 All equipment with variable configuration is supplied at a default configuration, unless specified otherwise in writing or so requested.
14.4 All software items supplied are subject to manufacturers' licensing agreements, and any seals must not be broken if the conditions of the license are not acceptable.
CANCELLATION
15.1 Orders for Goods which have to be made especially for the Customer will be charged in full unless written notice of cancellation is received not later than 8 weeks before the expected delivery date quoted in the Company’s order acknowledgement and manufacture of them or any components for them has not commenced at the date of that notice.
15.2 Goods that have been made or ordered especially, once ordered, cannot be cancelled and once despatched may not be returned for credit or refund.
15.3 Order for stock items may be cancelled by written notice at any time prior to the Goods being allocated to the Contract but if a cancellation notice is received after the Goods have been allocated to the Contract then a packing and handling charge will be payable by the Customer.
VIRUSES
16.1 It is the Customer’s responsibility to virus check all materials before downloading them from the website of the Company for any purpose whatsoever.
16.2 In circumstances where the Company supplies software drivers for hardware devices purchased by the Customer, it is the responsibility of the Customer to virus check the materials before they run them on their system. The Company will not be liable for any consequential damages or losses caused.
LINKS
17.1 Links made to other websites are made entirely at the Customer’s own risk and the Company accepts no liability of any kind in relation to any linked websites. Third parties must obtain the prior written permission of the Company before linking to the Company’s website.
COPYRIGHT
18.1 The content within the Company website, catalogues, leaflets or other documents produced by or on behalf of the Company in printed, electronic or other form are subject to copyright. Certain contents of pages can be accessed, downloaded and stored on a temporary basis for the purposes of ordering. Any permanent storage, copying or redistribution of any kind of the information set out in the website of the Company is strictly prohibited.
18.2 Browsers are prohibited from modifying any details of the website of the Company and from reproducing or publicly displaying or distributing any such details for any commercial purposes whatsoever.
DATA PROTECTION
19.1 The placing of telephone and website orders will require the Customer to provide the Company with the Customer’s name, address and other relevant information. Personal information provided by the Customer and any other relevant information relating to the Customer will be held by the Company and will not be shared with third parties outside the Company.
PROMOTIONAL MATERIAL
20.1 The Company may occasionally send the Customer promotional emails. Personal information provided by the Customer and any other relevant information relating to the Customer will be held by the Company and will not be shared with third parties outside the Company.
FORCE MAJEURE
21.1 The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control.
BANKRUPTCY
22.1 In the event of the Customer committing any breach of Contract or if any distress or execution is levied upon the Goods of the Customer, or if the Customer offers to make any arrangement with or for the benefit of the Customer's creditors or commits any act of bankruptcy or, being a limited Company, has a receiver appointed of its undertaking or assets or any part thereof or, for the purpose of a reconstruction or amalgamation without insolvency, goes into liquidation, the Company shall be entitled without prejudice to other rights forthwith to suspend all further deliveries until the fault has been made good or to determine the Contract or any unfulfilled part thereof, at the Company's option to make partial deliveries.
LAW AND CONSTRUCTION
23.1 This Contract shall be subject and governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding the Contract except to the extent that the Company invokes the jurisdiction of the courts of any other country.
23.2 The headings of conditions are for convenience of reference only and shall not affect their interpretation.
NOTICES
24.1 Any notice to be given under the Contract shall be in writing and telexed sent by facsimile transmission or forwarded by first class prepaid registered or recorded delivery letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the telex or facsimile transmission or on the day following that on which the notice was posted.