Terms and Conditions Of Sale 2025
1. INTERPRETATION
The following definitions apply to these terms and conditions:
Carrier: the carrier contracted by Gapogroup to deliver the Goods to the Customer. Gapogroup: Gapogroup Limited of 79 Main Street, Castlewellen, BT31 9DQ.
Contract: any contract between Gapogroup and the Customer for the sale and purchase of the Goods, incorporating these conditions.
Customer: the person, firm or company who purchases the Goods from Gapogroup. Delivery Point: the place where delivery of the Goods is to take place under condition 5.2.
Goods: any goods or services agreed in the Contract to be supplied to the Customer by Gapogroup (including any
part or parts of them).
Terms: these terms and conditions.
2. APPLICABILITY
2.1 All orders for Goods, whether on the Customer’s order form or otherwise, constitute an order by the Customer to buy the Goods and shall be incorporated in these Terms to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). Only when Gapogroup accepts an order by means of e-mail or other form of social acknowledgement does a contract incorporating these Terms come into effect.
2.2 These Terms shall prevail over any trade or customary practice or previous course of dealing between
Gapogroup and the Customer.
2.3 These Terms apply to all sales by Gapogroup and any variation to these Terms and any representations about
the Goods shall have no effect unless expressly agreed in writing and signed by an authorised officer of Gapogroup. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Gapogroup which is not set out in the Contract. Nothing in these Terms shall exclude or
limit the liability of Gapogroup for fraudulent misrepresentation.
3.DESCRIPTION
3.1 The quantity and description of the Goods shall be as set out in Gapogroup quotation or acknowledgement of
order.
3.2 All samples, descriptive matter, specifications and advertising issued by Gapogroup and any descriptions or illustrations contained in the catalogues or brochures of Gapogroup are issued or published for the sole purpose
of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4. PRICE OF GOODS
4.1 Prices are subject to change without notice. Goods will be invoiced at prices ruling at the time of despatch.
4.2 In the event of a price increase, all unfulfilled orders or part orders on hand and accepted by Gapogroup prior to the effective date of the price increase will be invoiced at the increased price in effect at the time of despatch,
unless cancelled by the Customer by notice in accordance with these terms and conditions and received by Gapogroup before despatch.
4.3 Prices on quotations are only valid for one month from the date of quotation unless otherwise stated in
writing and signed by an authorised officer of Gapogroup.
4.4 Unless stated otherwise, all prices quoted are inclusive of VAT and all costs or charges.
5. DELIVERY AND RISK
5.1 Delivery or any other dates advised are approximate only and time for delivery shall not be of the essence of the Contract. Gapogroup shall not be liable for any direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods
(even if caused by the negligence of Gapogroup), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
5.2 Unless otherwise agreed in writing by Gapogroup, delivery of the Goods shall take place at the Customer’s principal place of business and the Customer shall provide Gapogroup with appropriate access to a suitable point of delivery at all times during normal business for a period of 28 days after formation of the Contract and the Customer shall be responsible for unloading and storage of the Goods.
5.3 The Customer shall notify the Carrier and Gapogroup in writing of any shortages of or damage to the Goods within 7 days of delivery, in default of which Gapogroup shall be deemed to have fulfilled all of its obligations under the Contract and the Customer shall be deemed to have accepted the Goods.
5.4 Risk in respect of all Goods supplied by Gapogroup will pass to the Customer at the time of delivery.
5.5 If for any reason the Customer fails to accept or take delivery of the Goods:
5.5.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by Gapogroup
negligence) at the time of attempted delivery;
5.5.2 the Customer will be immediately liable to pay Gapogroup a sum equal to 100% of the full Contract price in
respect of storage, administration and carriage costs; and
5.5.3 Gapogroup will attempt to re-deliver the Goods within 28 days.
5.6 Each instalment of the Goods shall be treated as a separate contract. Failure to deliver an instalment will not entitle the Customer to reject any further instalments.
5.7 The quantity of any consignment of Goods as recorded by Gapogroup upon despatch from its place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer
can provide conclusive evidence to the contrary.
5.8 Gapogroup shall not be liable for any non-delivery of Goods (even if caused by its negligence) unless the Customer gives written notice to Gapogroup of the non-delivery within 7 days of the date when the Goods should have been received.
5.9 Any liability of Gapogroup for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. TITLE TO THE GOODS
6.1 Title to the Goods supplied is retained by Gapogroup and shall not pass to the Customer until all the Goods supplied have been paid for in full and all other goods supplied to the Customer by Gapogroup under any
arrangement under which Gapogroup retains title in those goods until payments have been paid for in full.
6.2 The Customer is a fiduciary agent of Gapogroup holding the Goods as bailee in relation to the Goods supplied
and;
6.2.1 will not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.2.2 will maintain the Goods in satisfactory condition and keep them insured on behalf of Gapogroup for their full
price against all risks to the reasonable satisfaction of Gapogroup (on request the Customer shall produce the
policy of insurance to Gapogroup).
6.2.3 if the Goods are sold by the Customer prior to payment to Gapogroup the proceeds of the sale shall be the property of Gapogroup and shall be identified accordingly; and
6.2.4 the Goods shall be kept separate from all other goods of a similar kind so that Gapogroup can readily identify its property.
7. PAYMENT TERMS
7.1 Full payment for the Goods shall be made in cleared funds in Pounds Sterling to Gapogroup prior to dispatch, unless otherwise agreed by Gapogroup in writing signed by an authorised officer of Gapogroup. Time for payment is of the essence.
7.2 In the event of late payment or if any agreed credit limit is exceeded, Gapogroup may irrespective of its other rights or remedies withhold delivery of further goods.
7.3 Gapogroup reserves the right before delivery to require payment for the Goods in full or in part.
7.4 The Customer shall on any late payment and until Gapogroup receives payment in full, pay to Gapogroup interest at the rate of 4% above The Ulster Bank’s base lending rate from time to time calculated on a daily basis
(both before and after judgement).
7.5 All payments payable to Gapogroup under the Contract shall become due immediately on its termination despite any other provision.
7.6 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Gapogroup to the Customer.
7.7 If approved - refunds will be subject to a 30% restocking fee and the funds will only be issued once the before mentioned conditions have been met. The return shipping of the stock to Gapogroup (or its agents or a nominated
party) will be covered by the claimant.
8. DEFAULT
8.1 Any period of credit is immediately determined and the Customer’s right to possession of the Goods shall terminate immediately and Gapogroup (by its employees, servants and agents) may immediately and without
prior notice to the Customer regain possession of the Goods or any other goods supplied by Gapogroup under any other arrangement under which title to those goods is still retained by Gapogroup if:
8.1.1 the Customer fails to observe or perform any of these Terms or the terms and conditions of any other arrangement made between the Customer and Gapogroup under which the title in any goods supplied under that arrangement is still retained by Gapogroup; or
8.1.2 the Customer being a company ceases or threatens to cease to carry on business or an order is made or an effective resolution is passed for the winding up of the Customer or if a receiver or administrative receiver is
appointed or if in the opinion of Gapogroup the Customer is unable to pay its debts or is likely to go into
liquidation or administration or receivership or if the Customer seeks a reorganisation arrangement, adjustment
or composition of its debts or;
8.1.3 the Customer being an individual is adjudged bankrupt or in the opinion of Gapogroup is unable to pay his debts or is likely to be adjudged bankrupt or if the Customer seeks a reorganisation arrangement or adjustment
or composition of the Customer’s debts; or
8.1.4 the Customer encumbers or in any way changes any of the Goods.
8.2 To enable Gapogroup to regain possession of the Goods the Customer gives Gapogroup its servants and agents an irrevocable licence at any time to enter and to remain on any land or premises where Gapogroup believes the Goods are located and Gapogroup shall not as a result be liable for any claims, actions or indictments or any proceedings whatsoever brought by the Customer or anyone claiming under the Customer.
8.3 All costs, charges and expenses incurred by Gapogroup in regaining possession of the Goods and in collecting any monies owed by the Customer to Gapogroup will be borne by the Customer and included as part of the monies owed by the Customer.
8.4 Gapogroup shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Gapogroup.
8.5 Where Gapogroup is unable to determine whether any Goods are the goods in respect of which the
Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by Gapogroup to the Customer in the order in which they were invoiced to the Customer.
8.6 On termination of the Contract, howsoever caused, Gapogroup’ (but not the Customer’s) rights contained in this condition 8 shall remain in effect.
9. WARRANTIES
9.1 Gapogroup warrants the Goods against defects in design, materials and workmanship arising during normal and proper use for a period of 3 months from delivery and that the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and reasonably fit for their intended purpose.
9.2 Gapogroup shall not be liable for a breach of the warranty in condition 9.1 unless:
9.2.1 the Customer gives written notice of the defect to Gapogroup, and, if the defect is as a result of damage in transit, to the Carrier, within 7 days of the time when the Customer discovers or ought to have discovered the
defect; and
9.2.2 Gapogroup is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by Gapogroup) returns such Goods to Gapogroup (at Gapogroup’s cost) to be
examined.
9.3 Gapogroup’s obligations under this warranty are limited at its option to repairing, replacing or refunding the price of the Goods which develop such defects provided that the Customer will provide Gapogroup with all
necessary access during normal working hours to collect the defective Goods and all information to enable Gapogroup to ascertain the nature of the defect.
9.4 The above warranties replace and exclude all conditions in nominate terms, warranties or representations whether expressed or implied by statute, common law, trade usage, custom or previous course of dealing in respect of the quality, fitness for purpose, merchantability, description of the Goods or otherwise.
9.5 Gapogroup shall be under no obligation under condition 9.3 to repair, replace or make good any loss, damage or defect which results from: incorrect installation, alteration or modification of the Goods without Gapogroup’s
prior written consent; fair wear and tear; any act, neglect or fault of the Customer or any third party (including but not limited to abnormal conditions of storage or use); or the Customer using the Goods after giving notice of the
defect in accordance with condition 9.2.
9.6 If Gapogroup complies with condition 9.3 it shall have no further liability for a breach of any of the warranties in condition 9.1 in respect of such Goods.
9.7 Where Gapogroup is not the manufacturer of the Goods, Gapogroup shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to Gapogroup.
10. LIMITATION OF LIABILITY
10.1 Subject to condition 9.1, the following provisions set out the entire financial liability of Gapogroup (including
any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
10.1.1 any breach of these Terms;
10.1.2 any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
10.1.3 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of Gapogroup:
10.3.1 for death or personal injury caused by the negligence of Gapogroup; or
10.3.2 under section2(3), Consumer Protection Act 1987; or under section 2 Consumer Protection Act 1987; or
10.3.3 for any matter which it would be illegal for Gapogroup to exclude or attempt to exclude its liability; or
10.3.4 for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.1 and condition 10.3;
10.4.1 the total liability of Gapogroup in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
10.4.2 Gapogroup shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the
Contract.
11. ASSIGNMENT
11.1 Gapogroup may assign the Contract or any part of it to any person, firm or company.
11.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of Gapogroup.
12. FORCE MAJEURE
Gapogroup reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Gapogroup.
13. GOVERNING LAW
These terms and conditions shall be governed by English Law and Gapogroup and the Customer submit to the exclusive jurisdiction of the English Courts.
14. GENERAL
14.1 Each right or remedy of Gapogroup under the Contract is without prejudice to any other right or remedy of Gapogroup whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent
jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed
severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full
force and eect.
14.3 Failure or delay by Gapogroup in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
14.4 Any waiver by Gapogroup of any breach of, or any default under, any provision of the Contract by the
Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way aect the other terms of the Contract.
14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15. COMMUNICATIONS
15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or email to the receiving party’s usual place of business or registered
office.
15.2 Communications shall be deemed to have been received two working days after posting if posted first class or on the day of delivery if hand posted or on the date of transmission if sent by fax or email before 4.00 pm (otherwise the next day).
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