Standard Terms and Conditions of Sale

These terms and conditions govern the sale of Products (“Product or Products”) and provisions of services (“Services”) by Global Synergy Resources Limited (GSR) and its affiliates (both indicated as “Seller”) as well as by third party vendors and/or service providers of the Seller. These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. GSR’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s placement of any order shall be deemed to constitute acceptance of the terms and conditions contained herein.

  1. Orders: All orders placed by Buyer are offers subject to acceptance by the Seller. Orders may not be cancelled or rescheduled without Seller’s written consent and where these come at a monetary cost for the Seller, it shall be Seller’s discretion to charge the Buyer the expenses incurred in doing so. All orders must identify the products, unit quantities, part numbers, applicable prices and requested delivery dates of the Products being purchased. Seller may in its sole discretion allocate Product among its Customers. Seller may designate certain Products and Services as non-cancellable, non- returnable (“NCNR”) and the sale of such Products shall be subject to the special terms and conditions contained in Seller’s Customer Acknowledgement or NCNR Product Form, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
  2. Prices: The prices of the Products are those prices specified on the front of the invoice or pro-forma invoice. Pricing for undelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire after thirty (30) days from the date of issue, or as otherwise stated in the quotation, where the Buyer does not reply with an offer to it.
  3. Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes (including regional, national and supranational), state and local sales, excise and value added, goods and services taxes, and any other taxes or charges. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
  4. Payment: Payment is a condition for the performance of this contract. Payment may be made by cheque, money order, letter of credit, bank transfer, credit card, or wire transfer (all relating fees are borne by the Buyer). Where Seller has extended credit to Buyer, terms of payment shall be net thirty (30) days from date of invoice or pro-forma invoice, without offset or deduction. On any past due invoice and late payment, Seller may impose interest at the rate of one and a half percent [5%] per month. If Buyer fails to make each payment when it is due, Seller also reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer and which shall become void at discretion of the Seller who shall give notice. In the event of default, failure to perform and breach of the agreement by Buyer, the Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of legal representation fees, court costs and fees, and collections costs.
  5. Delivery and Title: The place of delivery shall be provided by the Buyer and agreed upon by the parties in the course of their dealings. Delivery to the carrier shall be deemed as a delivery to the Buyer. At the time of delivery to the Buyer/carrier, title and risk pass to Buyer. All deliveries will be made “EXWORKS” place of shipment or by DDP. The Seller shall have discretion to enter into any agreement with the carrier as they think fit. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries or withhold payments. Upon mutual parts agreement is can be agreed DDP, CIF, CIP incoterms subjected to an additional cost to be charged to the buyer. At the time of delivery the goods will be deemed ascertained.
  6. Returns, Refunds and Exchanges Policy:

How to Return an Item: Item(s) must be in original condition to be returned, unless there is a manufacturer defect. Where the Buyer wishes to return the good and requests a new performance by the Seller, the Buyer shall allow the Seller reasonable time (not less than 2 (two) weeks) to do so. Buyer must notify GSR within 30 days of ship date, then return the item within 14 days of receiving a RMA from GSR. In order to make sure the item is returnable, please follow the steps below:

  1. First, contact a GSR sales representative within 30 days of ship date of item(s) by calling our number at +44 2079936588 or by emailing gb@globalsynergyresources.com
  1. Second, if the item is approved for return, GSR will issue a Return Material Authorization (RMA) number. Once the RMA number is received, item must be returned within 14 days. GSR will provide the Customer with specific instructions on where to mail / return item(s) with the RMA number. In most cases returned items will be shipped to the GSR warehouse in the U.K.
  2. Third, please include the signed RMA in the return package stating the reason for the return and the original receipt.

Return Exceptions:

Only products originally shipped from GSR or from an authorized supplier (drop-ship) will be returned to GSR. By a Customer returning products to GSR, the Customer certifies that the products were purchased from GSR and there has been no substitution of the product from another supplier, distributor or other source of the product. The return should be in the original packaging and in unused condition except if approved defective by a GSR sales representative via an RMA.

Exchanges:

Only defective / incorrect item(s) may be exchanged/returned for the same/correct item in conformity of the purchase order. Buyer will not be subject to a restocking fee or have to pay return shipping where the cause of the return is in no way, directly or indirectly, due to Buyer’s fault or negligence. Where on the other hand, the cause of the return is due to the Buyer’s fault or negligence, this will be liable for any fee or charge arising from the return. Items purchased from GSR that have been used, altered, substituted, or whose packaging or wrapping has been irremediably damaged or substituted, will not be accepted for exchange unless item proves defective within 6 months from date of delivery or for however long the items warranty lasts. As stated in the Non-Cancellable and Non-Returnable items section, items noted as NCNR cannot be exchanged unless incorrect or defective item has been sent within 6 months of purchase or however long the items warranty lasts.

Non-Cancellable and Non-Returnable Items:

Some items cannot be returned if they are opened. Customer should contact GSR at +44 2079936588 or email gb@globalsynergyresources.com before making a purchase with questions regarding the return policy.

Return Freight / Restocking Fee:

Reasonable cancellation or restocking charges may include a minimum 15% restocking fee, this will be deducted from the Buyer refund. Original shipping and handling that the Buyer paid on the order is not refundable. Customer must prepay the return freight charges unless the item has been deemed defective or incorrect by GSR and GSR will not accept Cash on Delivery shipments.

Refunds:

GSR will notify Buyer upon receipt and inspection of returned item(s) and will advise of refund status. Upon approval of return and refund, GSR will credit the refund via the original method of payment. Reasonable cancellation or request for refund for non-delivery of goods made within the agreed time due to external circumstances out of GSR control a service handle administration fee of 15% is chargeable to the buyer.

Contact Us:

Buyer should contact Global Synergy Resources with questions regarding returns. Please contact us.

  1. Limited Warranty: Seller will transfer to Buyer any Product warranties and indemnities authorised by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Seller warrants to Buyer that Products purchased hereunder will conform to the applicable manufacturer’s specifications for such products and that any value- added work performed by Seller on such Products will conform to applicable Buyer’s specifications. If Seller breaches this warranty, Buyer’s remedy is limited to those set out by the Sale of Goods Act 1979, not including any sections of the act relating to consumers. No warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident or modification, or has been soldered.

SAVE AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS.

  1. Limitation of Liabilities: BUYER SHALL NOT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON:

(a) SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS; and/or

(b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SELLER; and/or

(c) USE IN COMBINATION WITH OTHER PRODUCTS.

  1. Export Control: Buyer certifies that it will be the recipient of the Products to be delivered by Seller. Buyer understands that the associated hardware, software, and/or technical data (“products”) listed on their Purchase Order includes items that are governed by the UK Strategic Export Control Lists, by Export Control Organisation (ECO). The ECO is the UK Government’s regulatory authority for export licensing of strategic goods.
  2. Use of Products: Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
  3. Force Majeure: Seller is not liable for failure to fulfil its obligations for any accepted orders or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labour, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its discretion, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.
  4. Technical Assistance or Advice: If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.

LIMIT OF LIABILITY

12.1. The Company will not be liable for

Economic or consequential loss including loss of profits, contribution to overheads, business opportunities, loss of contracts, finance charges, goodwill, loss of production, increased costs of labour and/or materials, or damage to property howsoever caused by any defect in the goods or a breach of the duty to exercise reasonable skill and care in performing the Services but subject to the exception where any defect in the Goods or breach of the duty to exercise reasonable skill and care in providing the Services gives rise to a claim by reason of death or personal injury.

  1. GENERAL

13.1. The Customer shall not assign or transfer to any other person any of its rights without the express consent of the Company, nor sub-contract any of its obligations under the Contract.

13.2. A notice under these Terms must be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.

13.3. No waiver by the Company of any breach of the contract by the Customer will be considered as a waiver of any prior or subsequent breach of the same or any other provision.

13.4. The Buyer agrees to rely only on statements and representations made in writing.

13.5. The parties acknowledge and agree that the Contract confers no rights on any third party and the provisions of the Contracts (Rights of Third Parties) Act 1999 is excluded in its entirety.

13.6. If any provision of these Terms is held to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

13.7. This Contract shall be governed by the laws of England and Wales, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.

13.8. The Parties to this contract agree to attempt to use arbitration within the English jurisdiction before starting court proceedings in order to resolve any dispute which may arise in relation to any transaction to which this agreement applies.

Global Synergy Resources is a limited company registered in England and Wales. Registered number: 10146623. Registered office: 6 St George’s Circus, The Clarence Centre, London, SE1 6FE, United Kingdom.