Conditions of Sale

1. Definitions

1.1 "Company" means GAPS Water Treatment Ltd.

1.2 "Customer" means any person, company, partnership or other organisation purchasing goods or services from the Company.

1.3 "Goods" means products, equipment, materials, installation services or other items provided by the Company under a Contract, whether or not subsequently incorporated into property or other equipment.

1.4 "Contract" means the legally binding agreement between the Company and Customer for the supply of Goods.

1.5 "Conditions" means these Conditions of Sale.

2. Scope of Application

2.1 Unless otherwise agreed in writing, these Conditions apply to all Contracts entered into by the Company and take precedence over any terms submitted or proposed by the Customer, insofar as legally permitted and incorporated into the Contract.

2.2 Changes to these Conditions are only valid where authorised in writing by a Director of the Company. No other employee or representative has authority to vary or waive them.

3. Representations

3.1 Representations made by the Company or its employees shall not form part of the Contract unless expressly recorded and agreed as contractual terms.

3.2 Customers wishing to rely upon particular representations must identify these in writing before placing an order and obtain the Company's written agreement to their inclusion in the Contract.

4. Quotations and Offers

4.1 Quotations and offers issued by the Company remain valid for thirty (30) days from their date of issue, unless a different validity period is expressly stated.

5. Inspection and Warranty

5.1 Business Customers must examine Goods promptly upon receipt and notify the Company of any apparent defect, shortage or incorrect delivery within seven (7) days. Claims concerning non-delivery should be reported within twenty (20) days of notification of dispatch. These notification requirements do not exclude rights or remedies that cannot lawfully be excluded.

5.2 Where a defect arising from the Company's design, manufacture or workmanship is reported within one (1) year of delivery, the Company will examine the Goods and, where responsibility is established, may provide a repair or replacement without charge. Reasonable return carriage may also be refunded where appropriate.

5.3 Customers located outside the United Kingdom are generally responsible for costs associated with returning Goods for inspection or warranty assessment, subject to applicable law and any agreement to the contrary.

5.4 Where Goods or components are manufactured by third parties, the Customer may also benefit from the relevant manufacturer's warranty, details of which can be supplied upon request.

5.5 For business Customers, warranties and implied conditions are excluded only to the extent permitted by applicable law. Nothing in this section excludes liability or remedies that cannot legally be excluded.

6. Delivery

6.1 Delivery is on an ex works basis unless the Company expressly agrees alternative delivery arrangements in writing.

6.2 Any delivery dates or times provided are estimates, unless otherwise specifically agreed in writing. Time shall not be considered of the essence of the Contract unless expressly agreed.

7. Force Majeure

7.1 The Company shall not be responsible for a delay or failure in performance resulting from events outside its reasonable control. Such events may include severe weather, natural disasters, industrial disputes, transport disruption, supply chain interruption or other circumstances beyond the Company's control.

8. Liability

8.1 Nothing in these Conditions limits or excludes liability for death or personal injury caused by negligence, fraud or any other liability that cannot lawfully be limited or excluded.

8.2 Subject to applicable law, the Company's liability for loss of or damage to the Customer's tangible property shall be limited to the lower of £100,000 or the Contract value.

8.3 To the extent permitted by law, the Company excludes liability for indirect or consequential loss and economic loss, including loss of revenue, profit, business or production.

8.4 The Company shall not be responsible for installation, removal, labour or associated site costs arising from late delivery or defective Goods, except where liability cannot lawfully be excluded.

9. Risk and Ownership

9.1 For business transactions, risk in the Goods passes to the Customer on delivery or, where carriage terms provide for earlier transfer of risk, upon dispatch to the carrier. Any applicable statutory protections remain unaffected.

9.2 Legal ownership of Goods remains with the Company until all sums owed under the relevant Contract have been paid in full. Until ownership passes, the Customer must keep the Goods identifiable and, where reasonably practicable, separate from other stock.

9.3 If payment is not made when due, the Company may seek to recover Goods to which it retains title, exercising any recovery or access rights only in accordance with applicable law.

10. Payment Terms

10.1 Approved account Customers will be invoiced upon delivery. Payment is due within thirty (30) calendar days from the date of the invoice, unless alternative payment terms have been expressly agreed in writing.

10.2 Customers without approved credit facilities must pay in full before delivery or at the time of delivery, as agreed.

10.3 Where payment is overdue, the Company may charge interest at 3% above the base rate of KBC Bank plc, subject to applicable law. The Company may also suspend further deliveries or terminate outstanding orders where payment obligations are not met.

11. Price Adjustments

11.1 The Company may adjust prices where the cost of Goods, raw materials or components increases between quotation and delivery. Where an adjustment exceeds 10%, the Customer may cancel the affected Contract without penalty by notifying the Company in writing within seven (7) days of receiving notification of the increase.

12. Termination

12.1 The Company may terminate a Contract where the Customer becomes insolvent, ceases trading, enters administration or liquidation, or becomes subject to insolvency or debt recovery proceedings, subject to applicable law.

13. Order Cancellation

13.1 Business orders may only be cancelled with the Company's written agreement. Where cancellation is accepted, the Customer shall be responsible for reasonable losses and costs incurred as a result of cancellation, which may include a handling charge of up to 20% of the order value, subject to applicable law.

13A. Business-to-Business Returns of Correctly Supplied Goods

13A.1 Where Goods have been correctly supplied in accordance with a business Customer's order, the Company is not obliged to accept their return solely because the Customer has ordered the incorrect item, no longer requires the Goods, or has subsequently determined that the Goods are unsuitable for their intended application. This does not affect remedies available for breach of Contract or other rights that cannot lawfully be excluded.

13A.2 Any return of correctly supplied Goods is accepted solely at the Company's discretion and must be authorised in writing before the Goods are returned. The Company will provide a returns reference number and the appropriate return address. Goods returned without prior authorisation may be refused.

13A.3 To qualify for a discretionary return, Goods must be unused, complete, undamaged, in their original packaging and in a fully resalable condition. Packaging must be protected from damage during return carriage. Goods which have been installed, operated, modified, contaminated or otherwise rendered unsuitable for resale may be refused.

13A.4 Original delivery or carriage charges incurred in fulfilling the Customer's order are non-refundable where correctly supplied Goods are accepted for return as a goodwill or discretionary arrangement.

13A.5 The Customer is responsible for arranging and paying all return carriage costs for correctly supplied Goods, including any required insurance. The Company is not obliged to arrange or fund collection. The Customer bears the risk of loss or damage during return carriage until the Goods are received at the authorised returns address.

13A.6 Accepted business returns may be subject to a reasonable restocking or handling charge, reflecting administration, inspection, repackaging and supplier charges. Where applicable, the amount or method of calculating the charge will be confirmed as part of the return authorisation. Any such charge will be deducted from the refund.

13A.7 Where Goods have been obtained from a third-party supplier or manufacturer, acceptance of a return may also depend upon that supplier's return authorisation and applicable return conditions. Any supplier restocking charges may be passed on to the Customer where agreed as part of the return arrangement.

13A.8 A refund will only be authorised following receipt and inspection of the returned Goods. Where the Goods meet the agreed return conditions, the Company will refund the agreed purchase price, less any applicable and agreed deductions.

13A.9 Special-order, bespoke, made-to-order, customised or non-stock items may be excluded from discretionary returns. The Company may also refuse returns of any Goods that cannot reasonably be resold.

13A.10 Any decision by the Company to waive a restocking charge, accept a return or make another goodwill concession in an individual case shall not establish an entitlement to similar arrangements for future orders.

13A.11 This section applies to business-to-business transactions involving correctly supplied Goods. It does not restrict the statutory rights of consumers or any legal remedies available where Goods are faulty, incorrectly described or not supplied in accordance with the Contract.

14. Legal Compliance

14.1 The Customer is responsible for establishing whether the Goods are suitable for the intended application and comply with relevant local laws, regulations and industry requirements, except where the Company has expressly undertaken responsibility for particular requirements under the Contract.

15. Product Information

15.1 Where operating instructions, technical information, caution notices or other documentation are supplied with the Goods, the Customer is responsible for ensuring that the Goods are installed, operated and maintained in accordance with those instructions.

16. Contract Variations

16.1 Amendments to the Contract or specifications of Goods must be agreed in writing. Agreed amendments shall vary the existing Contract rather than create a separate agreement unless expressly stated otherwise.

17. Governing Law

17.1 The Contract shall be governed by the laws of England and Wales. Subject to any mandatory legal provisions, disputes shall fall within the exclusive jurisdiction of the courts of England and Wales.

18. Severability and Waivers

18.1 If any part of these Conditions is found to be invalid or unenforceable, the remaining provisions shall continue to apply to the fullest extent permitted by law.

18.2 A failure or delay by the Company in exercising any contractual right shall not constitute a waiver of that right.

19. Credit Checks

19.1 The Company may undertake credit checks when assessing applications for trade accounts or credit facilities. Relevant information may be obtained from or shared with authorised credit reference agencies, in accordance with applicable data protection requirements.

20. Pricing

20.1 Unless otherwise stated, prices are exclusive of VAT and delivery charges. A minimum order value of £10, excluding VAT and delivery, applies.

Consumer Rights

Nothing within these Conditions excludes, restricts or otherwise affects the statutory rights of consumers under applicable UK law. Where any provision conflicts with a mandatory consumer protection requirement, that statutory requirement shall prevail.