Terms and Conditions

1.   Interpretation

1.1  In these Conditions:

“BUYER” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

“GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;

“CONTRACT” means the contract for the purchase and sale of the GOODS.

1.2  The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.   Basis of the sale

2.1  The Seller shall sell and the Buyer shall purchase the Goods/Services on these Conditions in accordance with any quotation of the Seller accepted by the Buyer or any order of the Buyer Accepted by the Seller. These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer.

2.2  The Seller shall only accept the Buyers order subject to these Terms, except as otherwise agreed in writing by an authorised person or director of the Buyer.

2.3  No variation to these Conditions shall be binding unless agreed in writing between the Buyer and Seller.

2.4  Acceptance of an order shall be by means of any written acknowledgement by an authorised representative of the Seller, or delivery of the Good/Services. No order submitted by the Buyer shall be deemed to be accepted by the Seller otherwise that in accordance with this clause 2.3.

2.5  The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.

2.6  Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods in which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk.

2.7  Any typographical, clerical or other error or omissions in any sales literature quotation price list acceptance of offer invoice or other document or information issued by the Seller may be corrected without any liability on the part of the Seller.

3.   Orders and Specifications

3.1  No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller.

3.2  All Drawings, illustrations, literature, technical data sheets and the like which accompany our specification and any weights and dimensions (all of which we reserve the right to alter without notice) are intended to present a general idea of the product described and are approximate only and in no case constitute a condition.

3.3  The Buyer shall be responsible to the Seller for ensuring the accuracy of the order and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller properly to perform the Contract.

3.4 The quantity, quality and description of and any specification for the Goods shall be those set out inthe Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.5  The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements.

3.6  No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full againstall loss, costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

3.7  The Seller reserves the right to substitute equipment detailed on our proposal for any reason whatsoever providing it affords the same degree of cover as the original item specified.

4.   Price of the goods

4.1  The price of the Goods shall be the Seller’s quoted price.  Unless otherwise agreed in writing, all prices quoted are valid for 30 days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer.  Any variations to this contract will be charged asan extra item.

4.2  The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3 The price is exclusive of any applicable Value Added Tax which the buyer shall be additionally liable to pay to the Seller.

4.4 Unless the Seller agrees to do so the charges do not include any work involving carpet laying,  concealing cables, re-decorating, re-plastering, building or carpentry work.

4.5 Whilst the seller will make every reasonable effort to work with the Buyer or third parties, any interruptions or delays caused by the Buyer or Buyers staff, customers or others may result in additional charges.

4.6 The Seller will not liability for delays or losses directly or indirectly incurred during the period of work.

5.  Terms of Payment

5.1 The Seller reserves the right to require payment of up to 50% of the installation price prior to commencement of the installation.

5.2 The Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed  to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3 If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1 cancel the Contract or suspend any further deliveries to the Buyer.

5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under  any other contract between the Buyer and the Seller) and that the Seller may think fit (notwithstanding any purported appropriation by the Buyer).

5.3.3 charge the Buyer (both before and after any judgement) on the amount unpaid at the rate of four per cent per annum above Barclays Bank plc base rate from time to time until payment in full is made (a  part of a month being treated as a full month for the purpose of calculating interest).

5.3.4 set off against the payment due to the Seller (including any applicable VAT payable) any amount due from the Seller to the Buyer whether in respect of the Contract or otherwise.

5.4 The Buyer shall not be entitled to set off any amounts due from the Seller against any one contract or against any other contract made with the Seller.

5.5 No Main Building contractors discount has been allowed in this contract.

6.   Insolvency of Buyer

6.1  This clause applies if:

6.1.1  The Buyer makes any voluntary arrangement with its creditors or becomes subject to any administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

6.1.2  An encumbrancer takes possession or a receiver is appointed to any of the property or assets of  the Buyer; or

6.1.3  The Buyer ceases or threatens to cease to carry on business; or

6.1.4  The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

6.1.5  If the clause applies, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract  without any liability to the Buyer and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

7.   Credit

7.1  Any Buyer order is accepted subject to the Buyer’s credit and/or that of its key personnel, representatives, or individual partners (“Key Individuals”) as determined by the Seller being approved by the supplier.  The Seller may transfer personal information provided by or on behalf of the Buyer about it or any Key Individual, to the Seller banker/financiers and credit reference agencies, for the following purposes:

7.1.1   obtaining credit insurance;

7.1.2   making credit reference agency searches;

7.1.3   credit control;

7.1.4   assessment and analysis (including credit scoring, market product and statistical analysis);

7.1.5   securitisation;

7.1.6   protecting the Seller’s interests.

The Seller shall provide the Buyer and/or the Key Individual concerned with details of the Sellers’s bankers/financiers and those of any credit reference agencies used by the Seller in relation to the Buyer or that Key Individual, upon request. The Seller will also process the personal data referred to above for the purposes of generally running the Buyer’s account and providing the Goods and/or Services.

7.2   The Seller may in its absolute discretion at any time prior to delivery require payment of the price in whole or in part before making deliver to the Buyer. In all other cases the Seller shall invoice the buyer for the price of the Goods/Services on or at any time after their delivery, unless the Buyer  wrongfully fails to take delivery, in which event the Seller shall be entitled to invoice the Buyer at any time after the Seller has tendered Delivery.

7.3   The Seller shall only deliver Goods and services to the Buyer after satisfactory credit approval has been received by the Seller or pro-forma payment has been received in cash or cleared funds.

8.   Delivery

8.1  Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery. Time for Delivery shall not be of the essence unless agreed by the Seller in writing.  The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

8.2  Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

8.3  If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the buyer’s fault and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

8.4  If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available  to the Seller, the Seller may:

8.4.1  store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

8.4.2  sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the contract.

9.   Risk and Property

9.1  The property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds, payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

9.2  Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.  Until that time, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds separate from any moneys or property of the Buyer and third parties.

9.3  Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

9.4  The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remains the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

10.   Warranties and Liability

10.1  Any connection to the system by others will automatically void any warranty unless specifically agreed in writing beforehand.

10.2  Subject to the conditions set out below, the Seller warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery whichever is the first  to expire unless a longer period is specified in writing by the Seller.

10.3  The above warranty is given by the Seller subject to the following conditions:

10.3.1  the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification supplied by the Buyer;

10.3.2  the Seller shall be under no liability in respect of defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s  instructions (whether oral or in writing), misuse or alteration or repair of the Goods without  the Seller’s approval;

10.3.3  the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date  for payment;

10.3.4  the above warranty does not extend to parts, material or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.             

10.4  Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 14 days from the date of delivery. If the delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

10.5  Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is not notified to the Seller in accordance  with these Conditions the Seller shall be entitled to replace the Goods (or the part in question) free of  charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or proportionate  part of the price) but the Seller shall have no further liability to the Buyer.

10.6  Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage costs expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.

10.7  The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s  reasonable control;

 10.7.1  Act of God, explosion, flood, tempest, fire or accident;

 10.7.2  War or threat of war or sabotage, insurrection, civil disturbance or requisition;

 10.7.3  Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any  governmental parliamentary or local authority;

 10.7.4  Import or export regulations or embargoes;

 10.7.5  Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the  Seller or of a third party);

 10.7.6  Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

 10.7.7  Power failure or breakdown in machinery.

10.8  The Seller has no special knowledge of the nature and value of the premises in which the systems/s is/are to be installed or of the nature of the risks, which the premises and their contents will from time  to time be exposed. The Seller therefore limits liability as set below.

10.9  Although the system is designed to reduce the risk of loss and/or damage the Seller does not represent or warrant that the system may not be neutralised, circumvented or otherwise rendered ineffective by intruders or other unauthorised persons and in such events no liability shall be attached to the Seller in respect of any loss or damage sustained by the Buyer.

10.10  The Seller shall not be liable in respect or damage sustained by the Buyer arising from burglary, theft, robbery, breaking and entering, malicious damage, riot or commotion or any unauthorised entry where the same is the failure of the system to function or to function correctly, or to any inadequacy in the design, installation or construction of the system however caused.

10.11 The Seller shall not be liable in respect of consequential or financial loss or damage however caused.

10.12 If not withstanding conditions 10.11 and 10.12 hereof, liability attaches to the Seller in the respect of loss or damage however caused and arising from burglary, theft, robbery, breaking and entering, malicious damage, riot or commotion or any unauthorised entry that liability be shall be limited to the total of the sum of £10,000.00. The Buyer agrees to indemnify the Seller in the respect of any such liability incurred by it to third parties in excess of the said total amount. If the Subscriber wishes to increase the maximum amount of such limitation of liability the subscriber may obtain from the company a higher limit of liability to be agreed with the Seller upon payment of such additional amount as the Seller shall require. 

10.13  For the purpose of this contract and these terms and conditions the expression ‘howsoever caused’ shall include negligence on the part of the Seller, it’s servants or agents and the expression ‘loss or damage’ shall include a liability to indemnify third parties.   

10.14  In the case of a consumer transaction these terms and conditions are not intended to prejudice any terms implied by statute as to the quality of fitness as to any particular purpose of any goods, and shall be of no effect in such transactions if inconsistent therewith.

11.   Hazardous Material

At the time of preparing this contract no hazardous materials, chemicals or substances were identified. The costs stated in our quotation reflect the situation and scope of the works specified. If our understanding of the site conditions is incorrect or the site conditions change, we request that the Customer advises the Supplier in writing so that we may re-assess the situation. Where a change in site conditions are identified either by our own Personnel or the Buyer, this may result in an increase in cost and/or refusal to undertake certain areas of the specified work.

Please Note if hazardous materials are identified by either party whilst work is being carried out the Seller reserves the right to cease work immediately and to only reconvene upon receiving written confirmation that any hazardous materials have been removed or made safe.

12.   General

12.1  The system will be “handed over” once the handover sheet is signed by the Buyer. This is to signify that the Buyer has been shown how the system operates and that the buyer is fully satisfied that it operates correctly.

12.2  NSI, NICEIC or other relevant certification will only be issued when payment for the system has been made in full.

12.3  The provision for builder’s works has not been allowed for in this contract.

12.4  The installation is to be carried out during normal working hours (08:30 – 17:30) Monday to Friday excluding Public Holidays, unless alternative arrangements have been made between the Buyer andSeller.

12.5  The Buyer should advise the Seller the location of concealed water, gas, electricity, telephone or other services before work commences. In the absence of advice the Seller cannot accept liability for damage or consequential loss. 

12.6  This contract assumes free access to site work and where necessary a reduction or prohibition or pedestrian and/or vehicle traffic during the period of work.

12.7  The provision of a suitable power supply to the working area is the responsibility of the Buyer unless otherwise agreed in writing.

12.8  Any notice required or permitted to be given by either party to the other under these Conditions shall be writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

12.9 If the Buyer signs acceptance of this contract and subsequently wishes to cancel the acceptance the Seller reserves the right to accept the cancellation of the acceptance and a cancellation charge shall become payable immediately by the Buyer at a rate of 25% of the total installation price.

12.10 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.11 The Buyer may hand over all our responsibilities under this agreement to another company or transfer any rights under it. We may also employ others to carry out our tasks. This will not reduce your rights under the agreement if we incur liability to a sub-contractor or other third party in relation to the services which is in excess of our liability under condition 6, you shall indemnify us against the excess.

12.12 The terms set out herein are the only terms of this contract and no other shall be imported or implied by reason of any written matter or publication by the Seller.

12.13 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

12.14 The Contract shall be governed by the laws of England and Wales the parties submit to the exclusive jurisdiction of the English courts.