1. Definitions

(a) GCL means Gray Controls Limited and subsidiary companies as defined in section 154 of the companies Act 1948 and shall include its successors and assigns.

(b) Customer means a person firm or company to whom GCL supplies services and/or products (as hereinafter defined) and shall include the customers legal personal

representatives successors and assigns.

(c) Contract shall mean any agreement between GCL and the customer for the supply of products or Services.

(d) Services means services to be provided by GCL to a Customer and may include but shall not be limited to project engineering management maintenance services and training.

(e) Products means products or parts thereof to be supplied but not necessarily manufactured by GCL to a customer and may include but shall not be limited to electrical/electronic products, computer hardware products, computer software products, consumables and documentation.

(f) Contract price shall mean the sum so named in the contract and is ex-works exclusive of VAT and other taxes and delivery costs which are payable in addition at the applicable at the date of invoice.

(g) Premises shall mean the place or places other than GCL’s Premises to which the product is to be delivered or where services are to be provided as described in the contract.

(h) The date of hand over means the date upon which the customer is required to sign the certificate of hand over referred to in paragraph 8 (b) here of or the date of supply of product where the contract is for supply of product only


  1. Contract

(a) Any quotation submitted by GCL to the customer shall constitute an offer and shall remain open for acceptance to in the manner prescribed for a period of 90 days from the quotation date.

(b) Any contract between GCL to the customer shall incorporate and be subject to these general terms and condition (if any) contained in the customers order form or other documents which are inconsistent with these general terms and conditions shall be void and of no effect.

(c) Any representation or warranty whether written or oral made or given prior to the contract is hereby expressly excluded, and any amendment to these terms and conditions shall not apply unless it is agreed in writing by GCL.

(d) If any provision hereof shall be held by a court of competent jurisdiction to be invalid or voidable such provision shall be struck out and the remainder hereof shall stand in full force and effect.


  1. Liability

(a) Subject to the specific warranty herein contained GCL’s liability for any claims for incidental injury loss or damage made by the customer arising out of or in connection with any defects in the product, or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the contract or a fundamental term thereof) of GCL, its servants or agents in the performance of the contract shall be limited to the invoiced value of the contract.

(b) GCL shall not in any event be liable for any consequential loss or damage however caused.


  1. Confidentiality

(a) GCL and the customer shall keep confidential any information obtained under the contract and shall not divulge the same to any third party without the consent in writing of the other party.

(b) The property and copyright in all documents, drawings, plans, illustrations, photographs and other printed matter submitted to the customer shall remain with GCL, and none of these items shall be disclosed to a third party without GCL’s written consent.

(c) The customer shall not acquire directly or indirectly by virtue of any contract any industrial, intellectual or other property rights of GCL pertaining to the products and any present or subsequently acquired industrial, intellectual property or other protected rights of GCL pertaining to the products shall become or remain the sole and exclusive property of GCL.


5 Payment

(a) The contract price will be invoiced periodically as detailed in the service agreement between GCL and the customer.

(b) Payment of invoices shall be made within 30 days of invoice date. GCL shall have the right to charge interest from the invoice date on overdue invoices without further notice at the rate of 4% over the base rate of National Westminster Bank PLC for the time being.


  1. Title and Risk

(a) Risk in the product shall pass to the customer on delivery to the premises

(b) Property in the product shall not pass to the customer until paid in full, if nevertheless the customer sells the products or sells items into which the products have been incorporated before the products have been paid for in full, he shall hold the proceeds of sale in trust for GCL and GCL shall be entitled to trace the products into such items or the proceeds of the sale.

(C) Notwithstanding clause (b),above the customer hereby acknowledges that the supply of a product includes a personal non-transferrable and non exclusive licence to use any incorporated software and that such licence specifically excludes using such software otherwise than in connection with the product the premises.

(d) In the event of default in payment by the customer or the customer entering into liquidation or being made bankrupt or having 2 winding up order made against it or having a receiver appointed.

GCL shall without prejudice to any other remedies it may have under the contract: (i) terminate the contract forthwith by notice in writing to the customer liquidator or other proper person as appropriate: (ii) enter the premises and recover any or all products in respect of which full payment of the contract price has not been made and customer liquidator or other proper person shall afford GCL free access thereto and all such facilities as may be necessary to enable GCL to do so.


  1. Delivery and installation

(a) GCL will use its best endeavours to comply with any date or dates for delivery of and/or installation of the product and the provision of services but such date or dates shall be statements of expectation and in no way binding on GCL and accordingly time of delivery and installation shall not be essence of the contract.

(b) Delay in delivery of and/or installation of the product or services shall not be entitle the customer to rescind or repudiate the contract or to claim any damages or compensation, but if such delay arises as a result of any circumstances as envisage under clause 13 hereof and lasts for a period of more than 6 months either party may by written notice to the other forthwith terminate the contract on the following terms,(i) the customer shall pay GCL for any product or services supplied: (ii) the customer shall pay GCL for all work done and materials used.

(c) The customer shall not be entitled to delay delivery or the provision services under any circumstances and if the contract does not specify any date for delivery the customer shall accept delivery when the product is available for delivery.


  1. Inspection Testing and Handover

(a) GCL shall complete all agreed inspection and testing of the product prior to despatch or at the premises as required by the contract.

(b) When the product has been delivered and installed in accordance with the contract and has passed ass agreed inspection and testing required under the contract it will be handed over to the customer who will be required to sign GCL’s standard certificate of handover.


  1. Warranty

(a) The warranty period shall be 12 months from: (i) the date of handover in respect of GCL manufactured products: (ii) date of delivery to the premises in respect of any products supplied but not manufactured by GCL.

(b) During the warranty period GCL will use its best endeavours to keep the product operating including repair or replacement (at GCL’s option) of any defective Products at no cost to the customer.

(c)GCL warrants to the customer that it will use its best endeavours to procure the manufacturers of the various parts of the products to pass on benefit of the warranties(if any)given by those manufacturers for the customers benefit.

(d) The warranty shall be inoperative in the event of: (i) failure of the customer to maintain a suitable operating environment: (ii) use for products for purposes other than those for which they were originally designed without prior approval: (iii) accidental damage or neglect : (iv) failure of the customer to follow operating procedures laid down by GCL (v) any alterations or additions to the product or relocation of any part of the product without GCLs prior approval.

(e) The warranty shall not apply to the replacements of consumables of the type but not limited to printer, paper, tapes, disks, printer ribbons and printer heads


  1. Customer Obligations

It shall be the sole responsibility of the customer to provide and maintain at all times adequate environmental and operational conditions for the product. Any additional costs incurred by GCL due to the customers failure suitably to prepare or maintain the premises or to provide GCL with all facilities reasonably required by it to perform its obligations under the contract shall be borne by the customer


  1. Termination

(a) Either party shall have the right to terminate the contract if the other party is in material breach within 30 days of receipt of notification thereof in writing.

(b) Such termination shall in all cases be without prejudice to the existing rights and obligations of both parties.


  1. Assignment

The customer shall not be entitled to assign the contract or any part thereof..


  1. Force Majeure

Neither party shall be liable for failure to perform its obligations under the contract if such failure results from circumstances beyond the party’s reasonable control including but not limited to trade disputes breakdown of plant delay by suppliers, fire, theft, riot, war, prohibition of export or import or act of god.


  1. Notice

Any notice to be given hereunder shall be in writing and shall be delivered or sent by post or facsimile to the relevant party at its registered or principal office (or such other address as shall have been notified to the other party) and shall be deemed to have been given to the case of a notice which has been delivered by hand when it is deposited at the appropriate address, in the case of a notice sent by post 48 hours after the date on which a first class registered letter including such notice is posted and in the case of a notice sent by facsimile when it is deposited and the appropriate activity report confirms receipt.


  1. Law

These general terms and conditions and each and every contract made pursuant thereto shall be construed and interpreted in accordance with the laws of England.