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Terms and Conditions

1. DEFINITIONS
The following words and phrases used within these Terms and Conditions are intended to be construed accordingly:
GAS means – Gas Alarm Systems Ltd
The Buyer means - any person, firm or company for whom or on whose behalf GAS undertakes any business.
The Goods means - any articles of any type or composition, or services supplied by GAS to the buyer.
The Contract - means the agreement made between the buyer and GAS for the goods or services supplied by GAS.
The Contract Price - means the price payable by the buyer to GAS for the goods supplied by GAS.
Finished Product Price - means standard list price
The Despatch Point - means the registered address of GAS

2. DECLARATIONS
(1) All orders are accepted subject to these conditions and shall be incorporated into every contract made between GAS and the buyer, and shall not be subject to variation by the
buyer without the written agreement of GAS.
(2) These Terms and Conditions shall override any terms and conditions stipulated, incorporated in any customer order form or document, referred to or implied by the buyer, whether
in the contract or in any negotiations, and all guarantees, warranties or conditions (including any conditions as to quality or fitness for any purpose) whether express or implied by
statute, common law or otherwise are excluded and hereby negated in so far as it is reasonable to do so.
(3) Gas Alarm Systems Ltd, unless by special arrangement in writing do not carry public or product liability insurance for direct sales of products to the United States of America or
any offshore research and drilling platforms. The buyer shall totally and completely indemnify GAS against all risks when supplying GAS products to these markets.
(4) The prices, specifications, delivery times or any other information concerning the Products contained in any quotation given by GAS to the Buyer are commercial estimates only
and are not binding on GAS and may be modified by GAS following fair notice to the Buyer.

3. ACCEPTANCE
The buyer shall inspect the goods immediately upon collection from the despatch point or upon taking delivery and shall notify GAS within fourteen days in writing of any matter or
thing by reason whereof it alleges the goods are not in accordance with the contract. If the buyer shall fail to give such notice the goods shall be deemed to be in accordance with the
contract in all respects and the buyer shall be bound to accept them and to pay for the same.

4. INSURANCE AND RISK
(1) The goods supplied to the buyer by GAS shall be at the risk of the buyer either: -
(i) Immediately upon delivery to the buyer or upon being received into custody on the buyer’s behalf whichever is the sooner, or;
(ii) Upon collection from the despatch point by the buyer, whichever shall be the sooner and the buyer shall in either case thereafter keep GAS indemnified in respect of any loss or
damage to the goods howsoever arising or caused.
(2) When the contract requires that GAS deliver the goods to the buyer, GAS shall insure the goods during transit until arrival at the buyer’s premises or other agreed destination or
port, upon receipt by the buyer, or the buyers agent, GAS shall accept no further responsibility for any damage incurred thereafter.

5. INDEMNITY
The buyer shall indemnify GAS against all damages, penalties, costs and expenses to which GAS may become liable if any work done in accordance with the buyer’s specification
involves an infringement of a registered design, patent, trade mark or similar right.
6. CONFIRMATION OF ORDER
(1) GAS may at their absolute discretion decline to accept any order
(2) The contract will not become valid until the buyers order is confirmed by GAS, either by written acknowledgement of order or by pro forma invoice.

7. PRICE AND PAYMENT
(1) GAS may at its sole discretion (and subject to receipt of such satisfactory references as GAS may require) designate the Buyer as an approved account holder and in any such
case unless GAS shall otherwise direct payment of the price for the Products shall be made in full by the Buyer to GAS in pounds sterling by no later than 30 days (unless otherwise
agreed in writing) from date of invoice or delivery of the Products to the Buyer whichever is earlier or in the event that the Buyer’s shipping instructions are not received as required by
GAS or shipment is held on the Buyers request of notification by GAS that the Products are ready for delivery. GAS expressly reserves the right in its sole discretion to refuse to
designate the Buyer as an approved account to withdraw such designation at any time without notice and to require payment in accordance with clause (3) notwithstanding such
designation including with respect to future deliveries of the Products where delivery is by instalment.
(2) GAS may at its sole discretion offer approved account holders the status of designated Buyer which offers agreed discounts on finished product prices including limited life parts
(replacement parts), as itemised in the finished product price list. Parts as listed in the parts price list and utilised under repair or purchased separately by the Buyer will not carry
discount. Failure under section 7 will allow GAS to reduce or withdraw any agreed discount.
(3) Unless GAS shall allow the Buyer credit payment terms as an approved account in accordance with clause (1) payment of the price for the Products shall be made in full by the
Buyer to GAS in pounds sterling within 3 working days of the receipt of GAS’s pro-forma invoice accepting the Buyer’s order and GAS obligations under the Contract are wholly
conditional upon such payment being made.
(4) All finished product prices and parts prices are available directly from Gas Alarm Systems Ltd registered office.
(5) The Contract Price shall be strictly net unless otherwise quoted. GAS shall be entitled to add to the Contract Price the amount of any tax or other Governmental charges in the UK
or otherwise which GAS must pay in respect of the Goods (including Value Added Tax). Such taxes or Governmental charges shall include those now in effect or those which are
hereinafter imposed or any increases thereto prior to delivery. Packing, delivery and insurance will be solely for the Buyers account.
(6) GAS prices are calculated in pounds sterling. GAS may agree at its discretion to receive payment in Euros or US Dollars. In such cases GAS will convert the Contract Price to the
selected currency on the date of receipt of the Offer using the Federal Reserve Bank of New York exchange rate.
(7)Without prejudice to GAS other rights in the event that any payment from the Buyer is overdue, GAS reserves the right to disallow any discount available to the Buyer thereon and
to charge interest on any overdue payment to be added to the amount outstanding at an annual rate of four per cent (4%) above base lending rate of HSBC Plc from time to time
accruing on a day to day basis, until GAS has received payment in full.
(8) The Buyer shall neither withhold payment of any amount due under the Contract in respect of any disputed claim for damage to the Products or any other alleged breach of
contract by GAS, nor shall it be entitled to exercise a right of set-off.
(9) If any payment from the Buyer to GAS under the contract is overdue, GAS may suspend further deliveries under the Contract or any other contract with the Buyer and if such
payment shall remain in arrears for more than 14 days GAS may cancel this Contract or any other contract with the Buyer in whole or in part without prejudice to its other rights and
without incurring any liability to the Buyer.

8. CONSTRUCTION
The conditions herein defined and any contract arising shall in all respects be subject to and construed in accordance with English Law.

9. CANCELLATION
Cancellation of any order must be in writing and will incur a cancellation charge of 30% of the total order value if cancellation arrives before despatch of goods, and will incur a
cancellation charge of 70% of the order value if cancellation arrives after despatch of goods, no refunds will be made on the cost of electrochemical sensors. Subject to return of the
goods to GAS in as-new condition, a credit note will be issued. GAS shall reserve the right to amend the cancellation cost as appropriate where goods are not returned as new. Safe
return of the goods to GAS is the sole responsibility of the buyer.

10. SPECIFICATION
Specifications - performance, technical data including any reference as to colour, drawings and similar documents submitted by GAS must be regarded as approximate
representations only and are not binding in detail and may be modified at any time without prior notice, whilst every effort will be made to provide specifications as accurate as
possible, deviations and changes in specification shall not form the basis of a claim against GAS.

11. DELIVERY TIME
Any time or date specified by GAS for delivery of goods or services is deemed to be an estimate only and GAS shall not be liable to make good any damage or loss whether arising
directly or indirectly from delay in delivery.

12. TRANSFER OF PROPERTY AND RETENTION OF TITLE
Notwithstanding delivery to the buyer and notwithstanding incorporation into the goods of materials supplied by the buyer, the property in the goods supplied by GAS shall remain the
sole and absolute property of GAS as legal and equitable owner, until such time as the buyer shall have paid to GAS the contract price. The source code and copyright of any
software, patent, model right, trade mark, design right, registered trade name and copyright shall remain the property of GAS.

13. LIEN
GAS has a lien and a right to hold (in any chosen place) goods and any tools or other materials supplied by the buyer for all sums due on any account whatsoever by the buyer to
GAS, who may exercise such lien by disposing of the goods on any such terms as GAS may think fit after giving 28 days notice to the buyer. The expenses of maintaining and
exercising any lien shall be a debt forthwith due to GAS from the buyer to GAS.

14. TERMINATION OF CONTRACT/AGREEMENT
GAS shall be entitled to terminate the contract/agreement by notice in writing to the Buyer. If the buyer shall make default in or commit any breach of any of his obligations to GAS, or
if any distress or execution shall be levied upon the buyer, its property or assets, or if the buyer shall make or offer to make any arrangements or composition with creditors, or if any
petition or receiving order in bankruptcy shall be presented or made against the buyer, or it the buyer shall be a company and any resolution or petition to wind up such company’s
business shall be passed or presented, or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed, or the company undergo
reconstruction, amalgamation or take-over.

15. RIGHT TO SUB-CONTRACT
GAS shall be entitled to sub-contract the whole or any part thereof of the contract, whether for the supply of goods or services.

16. DIVISIBILITY CLAUSE
This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be
payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.

17. HIMALAYA CLAUSE
No servant or agent or sub-contractor of GAS performing the whole or part of the contract shall in any circumstances whatsoever be under any liability whatsoever to the buyer or the
buyers principle for any loss, damage or delay of any kind, arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in
connection with his employment, and every exemption limitation and condition hereunder is applicable to the servant, agent, or sub-contractor and shall be available to and shall
extend to protect every such servant, agent or sub-contractor as aforesaid, and for the purposes of this condition GAS shall be deemed to be acting as an agent on behalf of and for
the benefit of all persons who are or may be GAS servant, agent or sub-contractor, and all such persons shall to this extent be or be deemed to be parties to the contract.

18. FORCE MAJEURE
If the contract shall become impossible of performance or otherwise frustrated by reason of war, invasion, act of terrorism, hostilities (whether war be declared or not), civil war,
rebellion, revolution or civil strife, consequent upon any of the said events, GAS shall be relieved of all liabilities incurred under the contract wherever and to the extent to which the
fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event, or by any statutes, rules, regulations, orders or requisitions issued by any
Government department, Council or other duly constituted authority, or from strikes, lockouts, breakdown of plant or any other causes (whether or not of a like nature) beyond the
control of GAS.

19. CONFLICTING CONDITIONS
In the event of any stipulation contained in these terms and conditions coming into conflict with any other stipulation herein contained, GAS shall be entitled to the benefit to that
stipulation which is most favourable to GAS, any rule of law to the contrary notwithstanding.

20. WARRANTY
GAS warrants to the Buyer that the Products will be free from defects in material and workmanship for a period of twelve months for parts and thirteen months for finished products
from the date of delivery to the Buyer (the “Warranty Period”). Provided the Buyer makes a full inspection of the Products immediately upon receipt and thereafter gives GAS written
notice within fourteen days containing full particulars of any defects it discovers and the circumstances in which such defects occurred, GAS shall, at its sole option, EITHER repair,
replace OR give a credit for the price of any such Products which examination confirms are defective in performance, material or in workmanship within the Warranty Period provided
that the Buyer has adhered to the payment provisions contained in section 7 hereof and FURTHER PROVIDED that:
(1) Carriage charges to and from GAS for repairs under warranty will be at the Buyer’s expense. Site visits are not covered under warranty, any on site work involving GAS personnel
will only be undertaken at the written request and expense of the Buyer, charged at the current GAS day service rate, including any delays beyond GAS control and including travel,
accommodation and living costs.
For fixed systems (not portable or transportable) located in the United Kingdom, GAS at its sole option may offer on site warranty providing that: -
(a) the goods supplied by GAS, have been commissioned on site (set working) by GAS personnel and that the buyer is in receipt of a GAS commissioning report of completion.
(b) an annual maintenance agreement has been offered and accepted.
(c) the Buyer has adhered to the payment provisions contained in section 7 hereof.
In all cases the goods warranty start date remains from the date of delivery.
(2) Overseas Equipment Only - Where “time is of the essence” the buyer will have the option to purchase replacement equipment, returning the defective items to GAS for
assessment as defined in section 20, following which a credit note will be issued on establishing that the defect to the original equipment satisfies the conditions of the warranty.
Where new equipment has been purchased, GAS reserve the right to make reasonable adjustment to the value of the credit note accounting for wear and tear and life expectancy of
some components that may be incorporated in the returned product.
(3) The repair or replacement of defective Products during the Warranty period in accordance with section 20 shall not as regards such Products extend the period of warranty therein
provided.
(4) The provisions of section 20 do not extend to any Products which have been subjected to misuse, accident or improper installation, maintenance, application or operation nor do
they extend to products which have been repaired, modified, fitted with unapproved (not GAS supplied) parts or altered otherwise than by the employees of GAS unless previously
authorised in writing by GAS.
(5) In no circumstances shall GAS liability to the buyer for any breach of the warranty exceed the price paid for the  products with respect to which any claim is made.

21. LIMITATION OF LIABILITY
With the exception of the terms specified in section 20, GAS shall accept no liability whatsoever to the buyer, whether in contract, tort or otherwise for any indirect, special, consequential or incidental loss or damage of any kind suffered or incurred by the buyer howsoever caused or arising, whether from breach or non-performance of any of its
obligations under the contract or from the supply, installation, performance, operation or use of the products, except liability for death or personal injury arising from GAS proven
negligence.

22. VARIATION
No variation by the buyer of any order can in any circumstances whatsoever be accepted without the consent in writing of an authorised representative of GAS.

23. BUYER’S RESPONSIBILITES
The Buyer acknowledges that it is responsible for the selection of the Goods for their intended application, and for giving instructions to the Seller as to the configuration of the Goods,
and that the Seller makes no representation and gives no warranty as to the fitness or suitability of the Goods (as configured in accordance with the Buyer’s instructions) for any
particular application in use.