Terms & Conditions

GPA Global Merchandising Ltd And GPA Global Uk Ltd
Terms And Conditions Of Purchase

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Interpretation In these Conditions:

1.1“Buyer”means GPA Global Merchandising Limited or GPA Global UK Limited as notified to the Seller
1.2“Conditions”means the terms and conditions set out in this document
1.3“Contract”means any contract made for the supply of Goods and/or the performance of Services by the Seller to the Buyer, comprising the Order and the Conditions and such amendments as may be agreed in writing between the Buyer and the Seller by fax or email, unless otherwise agreed in writing
1.4“Delivery”means delivery of the Goods or performance of the Services at the location specified in the Order
1.5“Force Majeure Event”means an event or set of circumstances that are beyond a party’s reasonable control (such circumstances not including raw material shortages, price increases, or industrial action of its own, subcontractors’ or suppliers’ workforces)
1.5“Goods”means the goods described in the Order
1.6“Order”means the order for Goods and/or Services placed by the Buyer on the Buyer’s official purchase order and any associated technical specification and issued to Seller in hard copy, via facsimile, electronically or via any other mode of transmission
1.7“Price”means the price of the Goods and/or Services determined in accordance with Condition 7
1.8“Rights”means any trade marks, trade names, copyrights, patents, designs or other intellectual property rights or interests (whether registered or unregistered) whatsoever and wheresoever arising and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights/forms of protection that exist, now or in the future, anywhere in the world
1.9“Seller”means the person, firm or company to whom the Order is addressed as seller (including its successors and approved assignees)
1.10“Services”means the services, if any, described in the Order
1.11“Specifications”means the specifications for the Goods (including any agreed engineering drawings/data sheets, performance specifications and end-of-line tests that must be met) as varied in writing by Buyer
1.12The headings in these Conditions shall be ignored in the interpretation of any Contract.  The word “including” shall not limit the generality of any preceding words.
1.13Words in plural shall include the singular and vice versa.

2. Order Management

2.1The Order constitutes an offer by the Buyer to purchase the Goods and/or the Services based on these Conditions, and in all such cases subject to these Conditions. Seller will be deemed to have accepted the Order when Seller acknowledges the Order or begins performance under the Order.
2.2An Order shall only be valid if made on the Buyer’s official stationery and/or format.
2.3The Conditions shall apply to every Contract to the exclusion of any other terms or conditions contained in any quotation given to the Buyer
2.4The Seller shall perform and carry out all processes in the manufacture and production of the Goods and preparations for delivery of the Services in its own factory approved by the Buyer prior to the Order.  If due to restraint of technology or capability, the Seller wishes to outsource some processes to other factories, the Seller must apply to Buyer at time of receiving the Order and obtain Buyer’s prior agreement in writing before sub-contracting out, and such agreement will be on condition that the key processes (assembly, packing and quality check) cannot be outsourced.
2.5Notwithstanding any other terms and/or conditions sought to be imposed contrary to these Conditions, no addition to, or variation of, the Order or these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

3. Purchase Order Number

3.1The Seller shall quote the Buyer’s purchase order number (as shown in the relevant Order) on all delivery notes, invoices, advice notes and other correspondence relating to the Goods and/or Services.

4. Delivery

4.1Except as expressly agreed in writing by the Buyer, the Seller shall at its own cost deliver the Goods and/or Services strictly in compliance with the Contract, and the Goods should be 100% completed and packaged in the condition ready for shipment, on or before the delivery or shipment date on the Order as may be amended by agreement in writing between the Buyer and the Seller by fax or email.
4.2Time is of the essence of all Contracts.  Without prejudice to any other rights or remedies available to the Buyer, the Buyer may cancel the Order and/or terminate the Contract if the Goods and/or the Services are not delivered strictly in accordance with the Order.
4.3The Seller must notify the Buyer immediately if it cannot deliver any Goods and/or Services on time, and must use its best endeavours to deliver on the date(s) specified in the Order (or any such later date as the Buyer may agree in writing).
4.4If the Goods are to be delivered, or the Services performed, in instalments, the Contract for the supply of such Goods and/or Services shall be treated as a single Contract, and shall not be severable.
4.5The Goods shall be packaged so as to protect them adequately before, during and after Delivery.
4.6The Seller shall allow the Buyer reasonable time before each delivery to perform pre-shipment inspection for every shipment lot and the Buyer shall be entitled, but not obliged, to perform or designate third party inspection company to do so. Inspection will be conducted based on the Buyer’s pre-shipment inspection requirements and plan and any approved sample.
4.7If the Goods fail or otherwise do not pass pre-shipment inspection, the Seller shall:
4.7.1Rework (by sorting, repair or replacement of) the Goods at Seller’s own cost;
4.7.2Apply or submit the reworked Goods for re-inspection by the Buyer or third party inspection company at Seller’s own cost;
4.7.3If Delivery is delayed due to such failure, to compensate Buyer for its loss and damages from the late Delivery in accordance with Condition 6.2.
4.8Notwithstanding anything to the contrary in the Order or Conditions, the Buyer’s pre-shipment inspection or delivery to Buyer’s customers shall be without prejudice to the Buyer’s rights to reject the Goods after delivery upon rejection of the Goods by Buyer’s customers.

5.Quality and Description

5.1The Seller warrants to the Buyer that the Goods shall, when delivered:-
5.1.1be of the quantity and description specified in the Order;
5.1.2be new and merchantable;
5.1.3be fit for their normal purpose and/or any specific purpose of the Buyer made known to the Seller or for any other purpose of the Buyer of which the Seller ought reasonably to have been aware;
5.1.4be of good quality, materials and workmanship;
5.1.5comply with all statutory requirements and regulations applicable to goods of the type of the Goods and to the sale thereof, including those relating to health and safety, and in particular, those international standards set out in the Schedule;
5.1.6not infringe the Rights of any third party; and
5.1.7conform to approved sample (if any) and any specification referred to in the Order and/or in communications between the Seller and the Buyer.
5.2The Seller shall perform the Services:
5.2.1with due care and skill; and
5.2.2in accordance with such standards as may be stipulated in the Order or (if none) in accordance with accepted best industry standards.
5.3Without prejudice to the foregoing, the Seller shall comply with all requirements of the Buyer specified in the Order.
5.4The warranties provided in these Conditions are effective for the period from the date of delivery of such Goods to Buyer to the expiration of three (3) months after the Buyer’s customer receives the Goods.
5.5Seller shall cooperate with Buyer (or Buyer’s dealers or agents) in resolving Buyer’s customer’s warranty claims when it is jointly established that those claims arise directly out of Goods supplied by Seller to Buyer that do not conform to the Specifications or breach any of the warranties

6. Indemnity

6.1The Seller shall indemnify the Buyer in full against all liability, loss, damages (whether for loss of profit or otherwise), costs and expenses or other claims arising from or incurred as a result of or in connection with:-


6.1.1breach of any warranty given by the Seller in relation to the Goods or Services;
6.1.2breach of any of these Conditions;
6.13any infringement or alleged infringement of the Rights of any third party or any claim relating to the Goods or Services alleging passing off, except to the extent that the claim arises from compliance with any specification supplied by the Buyer where such infringement could not reasonably have been foreseen by Seller;

6.1.4    any liability arising in respect of the Goods or Services pursuant to any consumer protection legislation or regulations;

any act or omission of the Seller or its employees, agents or sub-contractors in supplying the Goods and/or the Services.

6.2Without prejudice to the above, if Delivery is delayed for over 10 days after the Buyer’s agreed Delivery date, and where the Buyer accepts such late Delivery from the Seller, Seller shall, upon demand, pay Buyer damages in the amount of 3% of Price of the delayed Goods and/or Services as liquidated damages for late Delivery, except where the delay is caused solely by reason of the Buyer.

7. Prices

7.1Except as expressly agreed by the Buyer in writing, the Price(s) for the Goods and/or the Services shall be no higher than those shown in the Order and, unless otherwise stated, shall be: –
7.1.1exclusive of Value Added Tax (if applicable); and
7.1.2inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the delivery address and any other sales duties, imposts or levies.
7.2Unless agreed otherwise, the Buyer shall be entitled to any discount for prompt payment, bulk purchase, or volume purchase customarily granted by the Seller.

8. Invoicing and Payment

8.1Unless stated otherwise in the Order, the Seller may invoice the Buyer on or at any time within one month after delivery of the Goods.
8.2Every invoice must quote the date of delivery, the point of delivery specified in the Order and the Buyer’s purchase order number and item number in full, and shall be addressed to the Buyer in accordance with the instructions given in the Order.
8.3The Buyer shall pay for no Goods and/or Services unless the relevant invoice refers to the Buyer’s purchase order number for such Goods and/or Services.
8.4Unless the Order specifies otherwise, the Buyer shall pay the Price within the period as stated in the Order after the end of the month in which a valid invoice was received by the Buyer or after the Buyer has accepted the Goods and/or Services in question, whichever shall be the later;
8.5The Buyer may set off against the Price any sums due to the Buyer from the Seller under the Contract or any other contract with the Seller (and in particular, any costs arising from Seller’s failure to comply with any instruction in respect of Delivery), provided that exercise of this right shall be without prejudice to any other rights or remedies of the Buyer under the Contract or such other contract.

9. Title and Risk

9.1Without prejudice to the Buyer’s rights to reject any Goods, title to the Goods shall pass to the Buyer on delivery.
9.2The Buyer may inspect and test the Goods and (without prejudice to any other rights and remedies available to it) may reject and return (at the risk and expense of the Seller) such Goods as fail to conform to the warranties and standards referred to in Condition 5.1.  The Seller shall, at the Buyer’s sole discretion, replace such rejected Goods within a reasonable time with Goods which do comply with such standards, or refund the full value of the returned Goods paid and compensate the Buyer for all loss and damages it suffered as a result of such failure.
9.3Any Rights, specification, drawing, photographic materials, pattern, tool, mould or other materials supplied by the Buyer or created for the Buyer (by Seller or otherwise) to enable the Seller to fulfil the Order shall at all times be and remain the exclusive property of the Buyer and shall be used by the Seller only for such purposes as are required by the Buyer.
9.4Responsibility for the Goods shall pass to the Buyer on delivery.

10. Intellectual Property Rights

The Seller undertakes to assign and shall procure all third parties grant to the Buyer or its nominees free of charge title to, or a perpetual, world wide, freely assignable, royalty free licence to use, any and all Rights in any words, pictures, drawings, artwork, storyboards, designs, devices, representations, packaging or other things created or prepared by the Seller for the Buyer in relation to the Goods and/or Services.

11. Termination

11.1The Buyer may cancel any Order in respect of all or any part of the Goods and/or Services by giving notice to the Seller at any time prior to delivery or performance and shall in such event shall not be liable to pay the Price for such Goods and/or Services but shall reimburse the Seller’s reasonable costs (to be agreed) arising directly from such cancellation.
11.2The Buyer may cancel the Contract without liability by giving notice to the Seller at any time if: –
11.2.1the Seller is in material breach of any of the Conditions;
11.2.2the Seller makes any voluntary arrangement with its creditors or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of a bona fide amalgamation or reconstruction); or
11.2.3an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Seller; or
11.2.4the Seller ceases, or threatens to cease to carry on business;
11.2.5a Force Majeure Event affects Seller for 20 days or more; or





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