Terms & Conditions
IMPORTANT: Please note that these terms and conditions only apply if you are buying products from us as a United Kingdom consumer as defined in 3.3
This page (together with our returns policy and any other documents referred to on this page) tells you the terms and conditions (Terms) on which we supply any of the products (Products) listed on all the websites run and managed by securitypoint|UK and all associated pages (our Site) to you. Please read these Terms carefully before ordering any Products from our Site. You should understand that by ordering any of our Products, you agree to be bound by these Terms. You should print a copy of these Terms for future reference.
By placing an order you accept the Terms. Please understand that if you refuse to accept these Terms, you will not be able to order any Products from our Site.
1. GENERAL
1.1 The Site is operated by Four Continents Consulting Limited, whose registered office is at 71 - 75 Shelton Street, London. WC2H 9JQ. We are registered in England and Wales under company number 05273656.
1.2 In these Terms, the following conditions apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes support tickets and emails.
2. USE OF THE SITE & SERVICE AVAILABILITY
2.1 Your use of the Site is governed by our Terms of Website Use. Please take the time to read these terms, as they include important terms which apply to you.
2.2 Our Site is only intended for use by people resident in the United Kingdom (mainland only) and we reserve the right to not accept orders from individuals resident elsewhere.
3. YOUR STATUS
By placing an order for Products through our Site (Order), you warrant that:
3.1 you are legally capable of entering into binding contracts;
3.2 you are at least 18 years old;
3.3 you are resident in the United Kingdom (mainland, Channel Islands, Isle of Man and Isle of Wight only); and
3.4 you are accessing our site from the United Kingdom (mainland, Channel Islands, Isle of Man or Isle of Wight).
It is a crime to use a false name or a known invalid payment method to place an order. We may track every order placed on our Site to enable us, and all legitimate crime prevention and prosecution authorities, to trace individual users engaging in criminal activities on or using our Site.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 After placing an Order, you will receive an email from us acknowledging that we have received your Order. Please note that this does not mean that your Order has been accepted. Your Order constitutes an offer to us to buy a Product. All Orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that your payment has been processed (the Payment Confirmation) The contract between us (Contract) will only be formed when we send you the Payment Confirmation.
4.2 The Contract will relate only to those Products we have confirmed in the Payment Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the acceptance of such Products has been confirmed in a separate Payment Confirmation.
4.3 Any drawings, photographs or advertising we issue, and any photographs or illustrations contained on our Site, are issued or published solely to provide you with an approximate idea of the Products shown. There may be slight variations between these photographs or illustrations and the Products which you receive. Full detailed specifications are available from the manufacturer's brochures or their websites. We will supply the product as supplied to us by the manufacturer.
4.4 If any of these Terms conflict with any term of the Order, these Terms will take priority.
4.5 We shall assign an order number to the Order and inform you of it in the Payment Confirmation. Please quote the order number in all subsequent correspondence with us relating to the Order.
4.6 If we are unable to supply you with Products, for example because those Products are not in stock or are no longer available, we will inform you of this by email and we will not process your Order. If you have already paid for the Products, we will refund you the full amount as soon as possible.
5.YOUR RIGHT TO CANCEL
If you wish to return a Product which is faulty please refer to clause 9.
5.1 You can cancel an Order at any time before you receive your Payment Confirmation. After your Payment Confirmation is received, subject to clause 5.3, you have a legal right to cancel an Order which begins on the date of the Payment Confirmation and ends 14 days following the day after you receive your Products. This means that during this period if you change your mind or for any other reason you decide you do not want the Products, you can notify us of your decision to cancel the Order and receive a refund.
5.2 To cancel a Contract, you must inform us in writing in one of the following ways:
5.2.1 Support Ticket. Submit a ticket at spuk.freshdesk.com Please provide your name, home address, details of the Order and, where available, your phone number and email address.
5.2.2 By post. Write to us at our registered office. We will need to receive this form within the cancellation period. Please provide your name, home address, details of the Order and, where available, your phone number and email address
6. AVAILABILITY AND DELIVERY
6.1 Your Order will be fulfilled by the delivery date set out in your order confirmation or dispatch email or, if no delivery date is specified, then, subject to clauses 6.3 and 6.5, within 30 days of the date of the Payment Confirmation. We ask that you inform us if you have not received your Products within seven days of the delivery date.
6.2 Delivery will take place when we deliver the Products to the address specified in your Order. Unfortunately, we may not change the delivery address after your order has been dispatched. If you wish to change the delivery address after your Order has been dispatched and if we are able to process the change, a charge of up to £10 will be made (a redirection approval is subject to your order and account status).
6.3 Orders placed will be processed within 5 business days provided all of the Products are available.
6.4 If our supply of the Products is delayed by a Force Majeure Event (see clause 14) then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided that we do this, we will not be liable for delays caused by the Force Majeure Event but if there is a risk of substantial delay, you may contact us to end the Contract and receive a refund.
6.5 Someone will need to be present at the delivery address to accept the Order. If no one is available at your address to take delivery, we will leave you a note informing you of how to rearrange delivery or collect the Products from a local depot.
6.6 If, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the Contract and refund any money which you have paid. We reserve the right to deduct our reasonable costs.
6.7 You have legal rights if we deliver any Products late. If, subject to clause 6.4, we miss the delivery deadline for any Products and if any of the following apply then, unless we agree otherwise with you, you may treat the Contract as at an end straight away:
6.7.1 we have refused to deliver the Products;
6.7.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances) or you told us before we accepted your Order that delivery within the delivery deadline was essential.
7. RISK & TITLE
7.1 The Products will be at your risk from the time of delivery.
7.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
8. PRICE & PAYMENT
8.1 The price of any Products will be as quoted on our Site from time to time, except in cases of obvious error (please refer to clauses 8.4 and 8.5 below).
8.2 These prices exclude delivery costs, which will be added as set out in our Delivery Information. The use of a free delivery code will apply only to the products specified ("qualifying products") and where non qualifying products are purchased with the use of a free delivery code, we reserve the right to levy the delivery cost as detailed on our website.
8.3 Prices are liable to change at any time, but (other than in the case of: incorrect pricing where clause 8.4 will apply; or an obvious pricing error where clause 8.5 will apply) changes will not affect orders in respect of which we have already sent you a Payment Confirmation.
8.4 Our Site contains a number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our advertised price or the amount stated in your Payment Confirmation, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our Site / on the Payment Confirmation, we will contact you for instructions before dispatching the Product.
8.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Payment Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
8.6 We accept payment by Visa, Visa Electron, Mastercard, Maestro or American Express. We shall not dispatch any Products until we receive cleared funds.
8.7 Your credit/debit card details will be encrypted by us to minimise the possibility of unauthorised access or disclosure. Please refer to our privacy and cookies policy for more details. Authority for payment must be given at the time of order. If there is a problem taking payment for all or part of your order, we may contact you by telephone or email.
9. YOUR RIGHT TO REJECT THE PRODUCTS / IF THE PRODUCTS ARE FAULTY
9.1 If you have any questions or complaints about the Products, please contact us at spuk.freshdesk.com or by writing to us at our registered office.
9.2 The statutory rights summarised below are in addition to any manufacturer’s warranty which is offered with your Products, such warranties will vary from Product to Product.
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected life of your goods your legal rights entitle you to the following:
- up to 30 days: if your item is not as described, not fit for purpose or not of satisfactory quality, then you can get a refund;
- up to six months: if a faulty item cannot be repaired or replaced, then you are entitled to a full refund, in most cases; and
- if you experience a fault after six months, you may still be entitled to a repair or replacement, or, if that does not work, some of your money back. This will depend on the expected life of your product and the duration of the manufacturer’s warranty; and will only apply for a maximum of six years.
- if the issue cannot be resolved, or if it has not been fixed within a reasonable time and without significant inconvenience, you can get some, or all of your money back; and
- if you can show that a fault has damaged your device and we have not used reasonable care and skill, you may be entitled to a repair or compensation.
9.3 For more information about returning Products, see our Returns Policy.
10. REPAIRS, REPLACEMENTS & REFUNDS
10.1 When you return a Product to us:
10.1.1 because you have cancelled the Contract between us within the 14 day cooling-off period, we will process your refund in accordance with clause 5.2;
10.1.2 for any other reason (for instance, because you claim that the Product is defective) we will examine the returned Product and, if you are entitled, we will contact you by email within a reasonable period of time to discuss with you whether you would like us to either repair, replace or refund the Product. We will usually process your repair, replacement or refund as soon as possible and, in any case, within 30 days of receiving the defective Product. If you elect for a refund of a Product returned by you because of a defect, it will be refunded as per our refunds policy (we reserve the right to verify that there is a fault), including a refund of the part of the delivery charge relating to sending the defective Product to you. We will offer a free collection for defective products, however at your discretion you may arrange to return the product via your own courier method and we will refund up to a maximum of £3.50. This will only be refunded upon the receipt of proof of the carriage costs. If you are entitled to a repair or replacement of a defective Product we will not charge you for redelivery of the repaired or replaced Product.
10.2 For faulty Products, returns will only be accepted if the product itself is deemed to be defective by the manufacturer in accordance with the End-User Licence Agreement. We do not cover faults caused by accident, neglect, misuse or normal wear and tear.
10.3 If an Order is over 6 months old and we have confirmed that the Product is defective and a refund is due then:
10.3.1 if the Product is found to have been faulty at the time of purchase, clause 10.1.2 will apply; or
10.3.2 if the Product was not faulty at the time of purchase, the refund will be calculated based on the age of the Order and you will be refunded a proportionate amount of the original purchase price of the Product. This does not include the carriage cost of the original Order which will not be refunded.
10.4 Refunds of any money received from you will be made using the same payment method originally used by you to pay for your purchase and paid back into the same account.
11. OUR LIABILITY
11.1 Subject to clause 11.2, we warrant to you that any Product purchased from us through our Site is of satisfactory quality and reasonably fit for all the purposes for which products of that kind are commonly supplied. This warranty does not apply to any defect in the Product arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Product in a way that we do not recommend, your failure to follow instructions, or any alterations or repair you carry out without our prior written approval.
11.2 You accept that any Products purchased which are listed as grade A, grade B, ex-display products or used stock (meaning they may have slight cosmetic defects, be a factory refurbished item or may have previously been sent out and sent back as an unwanted item) have a warranty of 90 days for grade A and ex-display and 30 days for grade B. Where products are grade A, grade B, ex-display or used stock it will be noted in the Product description on the site.
11.3 Our liability for losses you suffer as a result of us breaching the Contract is strictly limited to the purchase price of the Product you purchased.
11.4 This does not include or limit in any way our liability:
11.4.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
11.4.2 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
11.5 We will not be liable for any indirect or consequential losses or for any of the following types of loss whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable:
11.5.1 loss of income or revenue;
11.5.2 loss of business;
11.5.3 loss of profits or contracts;
11.5.4 loss of anticipated savings; or
11.5.5 loss of data.
12. DATA PROTECTION
Except as expressly set out in these Terms, all use of your personal information will be made in accordance with our privacy and cookies policy.
13. EVENTS OUTSIDE OF OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
13.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
13.2.1 strikes, lock-outs or other industrial action;
13.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
13.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
13.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
13.2.5 impossibility of the use of public or private telecommunications networks;
13.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
13.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
14. OTHER IMPORTANT TERMS
14.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
14.2 All notices given by you to us must be given to our registered office or https://spuk.freshdesk.com .We may give notice to you at either the email or postal address you provide to us when placing an Order. Notice will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
14.3 The Contract between you and us is binding on you and us and on our respective successors and assigns.
14.4 You may only transfer, assign, charge or otherwise dispose of this Contract, or any of your rights or obligations arising under it if we agree in writing.
14.5 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products, we can still require you to make the payment at a later date.
14.6 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
14.7 We intend to rely upon these Terms and any document expressly referred to in them in relation to the subject matter of any Contract. While we accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these terms and conditions to be confirmed in writing.
14.8 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
14.9 You will be subject to the policies and Terms in force at the time that you order Products from us, unless any change to those policies or these Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms before we send you the Payment Confirmation (in which case we have the right to assume that you have accepted the change to the Terms, unless you notify us to the contrary within seven working days of receipt by you of the Products).
14.10 The Contract is between you and us. No other person shall have any rights to enforce any of its terms.
14.11 These Terms are governed by English law. You agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.
Terms & Conditions for Business and Export sales
1. DEFINITIONS
In these Conditions “the Seller” means Four Continents Consulting Limited, whose registered office is at 71 - 75 Shelton Street, London. WC2H 9JQ. We are registered in England and Wales under company number 05273656. . “Order Acknowledgement” means the Seller’s order acknowledgement to which a copy of these Conditions is annexed; “the Purchaser” means the person, firm or company from whom an order is accepted by the Seller; and “Goods” means any goods or replacements therefore and any services supplied by the Seller to the Purchaser under the Agreement for Sale. “Minimum Carriage Paid Order Value” means the minimum carriage paid order value as set out in the Seller’s price list in force from time to time; “Minimum Invoice Charge” means the minimum invoice charge for the Goods as set out in the Seller’s price list in force from time to time.
2. FORMATION AND PARTIES
The Purchaser’s order to the Seller is an offer to enter into a contract on these Conditions. Acceptance occurs and the contract is formed only upon the Seller despatching to the Purchaser its Order Acknowledgement. Any terms or conditions proffered at any time by the Purchaser are hereby excluded. These Conditions except as varied by express agreement in writing signed by a director or authorised person on behalf of the Seller shall be deemed to be incorporated in all contracts from time to time entered into between the Seller and the Purchaser which provide for the sale of any goods (including without limitation the Goods) by the Seller to the Purchaser. The agreements, warranties, conditions, representations and other items set out in the Order Acknowledgement and in these Conditions are together referred to in these Conditions as “the Agreement for Sale” and represent the complete agreement between the Seller and Purchaser with regard to the Goods and contain all agreements, warranties, conditions, representations and other terms agreed; made or relied upon by either party in connection with the Goods. A quotation by the Seller shall not constitute an offer.
3. PRICE
a) The price for the Goods shall be as set out in the Seller’s price list in force from time to time except as otherwise provided for herein. The Seller reserves the right by written notice given to the Purchaser before delivery of the Goods to vary the price of Goods if, after the date of the Order Acknowledgement there is any increase in the Seller’s price list in respect of the same or similar description of Goods or by any amount attributable to a change in or insufficiency of the Purchaser’s instructions. b) The Purchaser shall not be entitled to make any deduction from the price of the Goods in respect of any alleged rights to set off or counter-claims unless both the validity and the amounts thereof have been expressly acknowledged and admitted, in writing, by a director or authorised person on behalf of the Seller in writing. c) The price for the Goods will be inclusive of the costs of packaging and delivery charges within the United Kingdom, subject to the Minimum Carriage Paid Order Value as set out in the Seller’s price list in force from time to time. Where the net value of the Goods is less than the Minimum Carriage Paid Order Value, a carriage surcharge will be imposed as set out in the Seller’s price list in force from time to time. d) Subject to 3 (c) above, unless otherwise stated, the price for the Goods is exclusive of the costs of packaging, freight, insurance, delivery charges and all applicable taxes, duties, tariffs and charges of any nature whatsoever imposed in any country or territory, either directly or indirectly, in respect of the sale or supply of the Goods, or payments for them. f) Where the value of the order is less than the Minimum Invoice Charge at the relevant time, the Minimum Invoice Charge will be imposed on all orders (except in the case of cut keys).
4. PAYMENT TERMS
a) Payment for the Goods shall be made at the time of order except where, subject to satisfactory trade, bankers and other references which may be required by the Seller, and where no other terms of payment have specifically been agreed in the Order Acknowledgement or in this Condition, payment for the Goods shall be due in pounds sterling by no later than 30 days following date of the Seller’s invoice, which may be issued at any time after the Goods are ready for despatch or collection from the Seller’s works. In the case of export orders only, unless otherwise specifically agreed in writing payment for export orders shall be by irrevocable letter of credit confirmed by a London Clearing Bank and issued under the Incoterms then in force. b) Time for payment of the price shall be of the essence of the Agreement for Sale and in the event of any payment becoming overdue, the Seller shall be entitled to charge interest at the rate of two per cent per month above the then current base rate of Barclays Bank plc which shall be calculated and accrue on a day to day basis from the date on which payment fell due until payment (whether made before or after judgement has been obtained by the Seller against the Purchaser). The Seller reserves the right to suspend further deliveries and/or to cancel any allowance of further credit in the event of any payments not being made when due, or if the Seller in its sole discretion at any time considers the financial condition of the Purchaser has ceased to justify any such terms being permitted. c) The Seller may at any time in its absolute discretion appropriate any payment made by the Purchaser in respect of Goods to such outstanding debt as the Seller thinks fit, notwithstanding any purported appropriation to the contrary by the Purchaser or the Seller. The Seller shall be entitled at any time and notwithstanding its acceptance of any order to cancel the Agreement for Sale or to postpone any delivery until payment has been received in the event that the Seller has reasonable doubts about the Purchaser’s ability or willingness to pay on the due date. The Seller reserves the right at any time at its discretion and notwithstanding its acceptance of any order to demand security for payment before continuing with an order or delivering Goods or any instalment.
5. DELIVERY AND RISK
a) Unless otherwise expressly provided for in the Order Acknowledgement, delivery shall take place and risk shall pass on the earliest of the following:- i) the Seller handing the Goods to the Purchaser or its agent at the Seller’s premises; or ii) the Goods leaving the Seller’s premises; or iii) on the eighth day following notification that the Goods are ready for despatch provided that the Seller has not exercised its right to repudiation of the Agreement for Sale pursuant to the provision of the following paragraph. If the Purchaser has failed to collect the Goods on the seventh day following notification of readiness for despatch, the Seller shall be entitled to treat the Agreement for Sale as repudiated by the Purchaser. Until the Agreement for Sale is so repudiated the Seller may, at its option either store the Goods itself or have them stored by third parties on such terms as it in its absolute discretion thinks fit. The cost of storage and any additional transportation will be added to and shall form part of the price. If the Seller elects to treat the Agreement for Sale as repudiated in accordance with this Condition itshall (without prejudice to its rights and remedies in respect of such repudiation) be entitled to sell the Goods and retain the proceeds of the sale. b) Any claim for shortage, damage or for transport surcharges should be directed by the Purchaser to the carrier within seven days of such delivery and notification of any such claim should be made to the Seller. Any period or date for delivery stated in the Agreement for Sale or elsewhere is the Seller’s best estimate and is not to be deemed to be a contractual commitment. The Purchaser shall not be entitled to refuse to accept late delivery or to treat late delivery as a breach of the Agreement for Sale. c) Unless otherwise agreed in writing, Goods included in each delivery (or part delivery) shall be deemed to be sold under a separate contract. Neither failure on the Seller’s part to make any delivery (or part delivery) in accordance with the Agreement for Sale, nor any claim by the Purchaser in respect of such delivery (or part delivery) shall entitle the Purchaser to reject the balance of the Goods agreed to be purchased by the Purchaser. The Seller may at its option deliver by instalments and each instalment shall constitute a separate contract on these Conditions. d) All orders, where the Purchaser requires delivery outside of the United Kingdom, must be collected from the Seller (“export order”). For the avoidance of doubt, any damage or shortage must be reported by the Purchaser at time of collection. e) For a non export order, the Seller shall not be liable for loss or damage to Goods in transit unless:- i) the Seller has agreed to effect delivery to a place other than the Seller’s premises; and ii) the loss or damage occurs prior to arrival at the delivery point; and either iii) damage or shortage is reported by the Purchaser within 7 days of arrival at the delivery point; or iv) in the case of total loss, non-arrival is notified to the Seller within 14 days after despatch of advice note. f) The Purchaser shall inspect the Goods immediately upon receipt and shall (unless such inspection cannot be carried out and the delivery note is marked “not examined”) subject to paragraph (g) below be deemed to have accepted the Goods as delivered. g) The Seller shall not be liable for defects or shortages discoverable on reasonable inspection unless the Purchaser notifies the Seller before the expiry of 7 days after receipt of any alleged defect or lack of conformity with the Agreement for Sale. h) The Seller shall make good shortages notified to it under paragraph (f) above as soon as reasonably practicable but shall not be liable for any other loss whatsoever arising from such shortage. i) The Seller’s liability for Goods lost or damaged in transit shall in all circumstances be limited to (at the Seller’s option) the repair or replacement or credit to the Purchaser of the invoice value of the Goods in question.
6. RETENTION OF TITLE
a) Until the Seller has received payment in full of all sums owed to it on any account by the Purchaser, whether arising out of this or any other contract, legal and beneficial title to the Goods shall remain in the Seller; such goods are referred to in this condition as “retained goods”. b) Retained goods:- i) shall be at the Purchaser’s risk, insured by the Purchaser from the date of delivery at its own expense for their full replacement value against all usual risks; and kept safe in good condition and stored separately and clearly identifiable as the Seller’s property and with all identifying marks intact and legible; and ii) may, subject to Condition (c) below be used or sold by the Purchaser in the ordinary course of its business on the basis that the proceeds of sale shall be held in trust by the Purchaser for the Seller absolutely. c) The Purchaser’s powers of use and sale of retained goods shall terminate:- i) forthwith on notice from the Seller if the Purchaser is in default of any of its obligations under this or any other contract with the Seller or if the Seller has reasonable doubts as to the ability or willingness of the Purchaser to pay any sum to it on the due date; ii) automatically upon the occurrence of any of the following: a) if the Purchaser causes a meeting of or makes any arrangement or composition with its creditors; or b) if the Purchaser, being an individual, becomes insolvent or appears to be unable to pay a debt or to have no reasonable prospect of paying a debt (within the meaning of Section 268 of the Insolvency Act 1986); or, being a company, appears unable to pay its debts (within the meaning of Section 123 of Insolvency Act 1986); c) if there is presented a petition for the winding up of the Purchaser or for the appointment of an Administrator of its undertaking (whether it be a company or a partnership) or if the Purchaser is an individual on the presentation of a bankruptcy petition or an application for an interim order under Part VIII of the Insolvency Act 1986; or d) if the Purchaser has a Receiver, an Administrator or Administrative Receiver appointed over any of its assets or undertaking or a winding up order made against it or it goes into voluntary liquidation (otherwise than for the purposes of bona fide reconstruction or amalgamation of a solvent company). d) The Seller may, at any time on giving prior notice, enter the Purchaser’s premises for the purpose of inspecting retained goods and identifying them as the Seller’s property and the Purchaser irrevocably authorises the Seller to enter upon its premises for that purpose. e) Upon suspension and revocation or determination of the Purchaser’s power of sale and use under this Condition the Purchaser shall place all the retained goods in its possession or under its control at the Seller’s disposal and shall be deemed irrevocably to authorise the Seller to enter upon any of the Purchaser’s premises, with or without vehicles, for the purpose of removing such goods. f) The repossession of retained goods by the Seller in accordance with this Condition shall be without prejudice to all or any of the Seller’s other rights against the Purchaser under the Agreement for Sale.
7. LIABILITY
a) Nothing in these Conditions shall be interpreted as excluding or restricting any legal liability of the Seller under Part 1 of the Consumer Protection Act 1987 or for death or personal injury resulting from the negligence (as defined in Section 1 of the Unfair Contract Terms Act 1987) of the Seller, its employees, agents or sub-contractors or as excluding or restricting any of the Seller’s legal obligations arising under Section 12 of the Sale of Goods Act 1979 (as amended). b) Subject to the provisions of sub-clause (a) above, the Seller’s liability to the Purchaser in respect of the Goods shall not in any manner whatsoever (whether under law of contract, tort or otherwise) exceed either double the price actually paid by the Purchaser for that part of the Goods in question or £10 (whichever figure is greater). c) The Seller shall, in no circumstances, be liable for loss of profit, income, goodwill, or any other economic loss, or any loss arising from any claim against the Purchaser by any third party, or any consequential or indirect loss, damage or expense of any kind howsoever caused or arising. d) Save as provided in these Conditions, the Seller shall not be under any liability to the Purchaser (whether in contract tort or otherwise) for any defects in the Goods, materials supplied or workmanship performed by the Seller or for any damage, loss, death or injury resulting from such defects and the Purchaser shall indemnify the Seller against any claims in respect thereof.
8. WARRANTY
a) The Seller warrants the Goods against defects in design, materials and workmanship which become apparent within the warranty period applicable to the Goods (hereinafter called “the Warranty Period”) which shall be a period of twelve months (or such period as may be stipulated in the Order Acknowledgement) stipulated from the date of issue of the Sellers invoice. b) The Seller’s liability for defective Goods under this warranty is limited to repairing or, at its option, replacing on an exchange basis, such Goods (or parts thereof) or crediting the Purchaser’s account to the invoice value and the Purchaser shall accept such of the aforementioned remedies as the Seller shall proffer as being fulfilment of the Seller’s obligation under the Agreement for Sale. c) In the event of the Purchaser becoming aware of a defect in the Goods during the Warranty Period, the Purchaser shall within 14 days of discovering such defect supply the Seller with written particulars of such defect and at the Seller’s sole option either return the Goods to the Seller at the Purchaser’s expense and risk or permit the Seller to inspect the same at the Purchaser’s premises and use its best endeavours to provide to the Seller all necessary access and other reasonable facilities and all information, particulars and assistance required to enable the Seller to ascertain or verify the nature and cause of the defect claimed and to carry out its warranty obligations. d) The above warranty shall not apply to any defect discoverable on inspection at time of receipt or caused in whole (or in part) by any alteration or addition to the Goods (other than by the Seller) or by use or storage of the Goods in a manner contrary to any written instructions of the Seller, or for purposes for which the Goods were not designed, or by faulty installation, maintenance or repair by the Purchaser or any third party. e) The Seller shall be under no liability whatsoever to repair, replace or make good any loss, damage or defect which results from wear and tear, accident, neglect, misuse or events referred to in Condition 11 occurring after the physical delivery of the Goods to the Purchaser (or its agent). f) When any defective Goods are replaced, the provisions of this Condition shall apply to the replacement Goods for the unexpired balance of the Warranty Period, or one-half of the applicable Warranty Period referred to in sub-clause (a) above, calculated from the date of replacement whichever is the longer. g) The Purchaser shall accept the Seller’s liability under Conditions 5 and 8 above in lieu of all and every condition, warranty or representation whatsoever whether express or implied by statute, common law, trade usage, custom or otherwise as to the quality or fitness for any particular purpose of the Goods. The Purchaser acknowledges that all specifications and details in catalogues, quotations and the Order Acknowledgement or any similar documents or by word of mouth and all forecasts of performances, however given, are approximate only and do not form part of the Agreement for Sale and that in respect of such specifications details and forecasts the Seller shall be under no liability nor shall the Purchaser be entitled to any remedy under the provisions of the Misrepresentation Act 1967.
9. INSURANCE
The Purchaser agrees that it is best able to estimate the extent and nature of the insurance cover suitable for its business and property from time to time and can effect at more economic rates than the Seller such appropriate insurance cover (including cover against losses, damage, costs, claims and expenses referred to in Conditions 7, 8 or 10) and the Purchaser therefore acknowledges that it is reasonable for the Seller to sell the Goods and fix their purchase price on the basis of the exclusions and limitations of liability and the indemnity set out in these Conditions. The Purchaser agrees that it will be responsible for effecting insurance cover as above mentioned as may be appropriate to its business and property including (but not limited to) any required insurance cover in respect of any loss or damage, of whatsoever kind or howsoever caused, whether by reason of the negligence of the Seller or otherwise to premises, plant or other physical property and the Seller shall have no liability in respect of any such loss or damage.
10. INDEMNITY - THIRD PARTY CLAIMS
The Purchaser shall indemnify and keep indemnified the Seller against all actions, claims, costs, damages, demands and expenses or other loss arising out of a defect in the Goods (including without limitation all liabilities incurred under the Consumer Protection Act 1987) to the extent occasioned or contributed to by any act or omission of the Purchaser its servants, agents, sub-contractors or persons under its control.
11. FORCE MAJEURE AND EVENTS BEYOND THE CONTROL OF THE SELLER
a) The Seller shall have no liability under the agreement for Sale in respect of any failure or delay in fulfilling any of the Seller’s obligations to the extent that fulfilment thereof is prevented, frustrated, impeded and/or delayed as a consequence of any force majeure and or any occurrence whatsoever beyond the control of the Seller including without prejudice to the generality of the foregoing:- i) compliance with any order, regulation request or control of any national or local authority, governmental department or other competent authority of any country whether or not legally enforceable; or ii) any delays in, or cancellations of deliveries, or provision of services by third parties or shortages of Goods, materials or parts; or iii) any strikes, lock-outs, or trade disputes whether involving the Seller’s employees or others, fire, explosion, accident, calamity or civil disturbance, action of elements, national calamity, or Act of God; or iv) failure in whole (or in part) of any power or energy supply. b) The Seller undertakes however to make every reasonable endeavour within its power to overcome difficulties arising in connection therewith, but in the event of shortages of the Goods, or of available resources for their production, storage or delivery arising from any of the events or circumstances referred to in paragraph (a) of this Condition, the Seller reserves the right to allocate as it may think fit its available goods and resources between customers with whom it has contractual obligations in respect thereof and shall not be obliged to purchase any goods from third parties to make good such shortages. c) Should such contingency continue for more than three (3) months either party may (subject to the Seller repaying to the Purchaser any advance payments for undelivered goods and, where the force majeure situation has been notified by the Purchaser to the Seller, subject to the prior payment by the Purchaser to the Seller in respect of all or any part of the order already performed by the Seller up to and including the date of notification) cancel the contract without further liability to the other.
12. LETTERS PATENT
The Purchaser shall promptly inform the Seller of any threatened claim as to the alleged infringement of letters patent, or other third party rights by or in connection with the Goods and shall, if so required by the Seller at the Seller’s expense, take all reasonable steps to enable the Seller to defend any such claim.
13. CONFIDENTIAL INFORMATION
The Purchaser shall treat all drawings, procedures, instructions, documents and other information of any kind whatsoever supplied by the Seller to the Purchaser as strictly confidential (except to the extent that any such information is available in the public domain) and shall not without the prior written consent of the Seller, disclose or part with possession of any such documents or information or extracts therefrom or copies thereof or use any such documents or information otherwise than in connection with the Goods to which they relate.
14. GOODS MANUFACTURED TO PURCHASER’S SPECIFICATION
a) The Seller accepts no responsibility for the accuracy of information, specifications, instructions and/or drawings supplied by the Purchaser. b) The Purchaser shall indemnify the Seller from and against all actions, costs (including without limitation legal costs), proceedings and loss directly or indirectly arising out of any error in or omission from any such information, specifications, drawings and/or instructions, or where it is alleged that they involve an infringement of a patent, copyright, registered design or other exclusive right or the provisions of any statute, statutory instrument or regulation.
15. HEALTH AND SAFETY
The Purchaser agrees to pay due regard to any information or advice relating to the use of the Goods which the Seller may at any time furnish to it and agrees that before the Goods are used it will, if requested by the Seller, furnish the Seller with a written undertaking to take any steps which the Seller may specify with a view to ensuring that the Goods will be safe and without risk to health when used.
16. CANCELLATION AND AMENDMENT
No cancellation or amendment to the Agreement for Sale shall be binding on the Seller unless agreed in writing by a director or other authorised person on behalf of the Seller and on the strict condition that all and any costs and expenses incurred by the Seller up to the time of the cancellation or arising out of the amendment and all loss of profits and other loss and damage resulting to the Seller by reason of such cancellation or amendment will be reimbursed by the Purchaser to the Seller forthwith.
17. ASSIGNMENT
The Purchaser shall not assign, or otherwise transfer all or any of its rights, interests or obligations under the Agreement for Sale without the prior written consent of the Seller.
18. WAIVER
No waiver of any of the Seller’s rights under the Agreement for Sale shall be effective unless in writing signed by a Director or other authorised person on behalf of the Seller. A waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of the Seller’s right in relation to different circumstances or the re-occurrence of similar circumstances.
19. DESIGN ALTERATIONS
The Seller shall be entitled at any time to alter or change the design or finish of its products as published in the Seller’s catalogues subject to reasonable prior notice of any such alteration or change being given to the Purchaser.
20. ENGLISH LAW AND JURISDICTION
The formation, construction and performance of the Agreement for Sale shall be governed in all respects by English Law and the Purchaser agrees to submit to the non-exclusive jurisdiction of the English Courts.
21. HEADINGS
a) The headings of these Conditions do not form part of the Conditions and shall not affect the interpretation thereof. b) Each of the Conditions and each paragraph hereof shall be construed as a separate condition. Should any provision hereof be found to be invalid or unenforceable or an unreasonable restriction of the Seller’s liability then such provision shall apply with such modification as may be necessary to make it valid and effective.
22. NOTICES
Notice under these Conditions shall be properly given if in writing and sent by first class post to the address of the intended recipient as stated in the Contract or to such address as the Purchaser and Seller from time to time notified to each other as their respective addresses for service and shall be deemed served in the case of postal notice on the expiry of 48 hours from time of posting.
Last Updated: 01 October 2024
