Terms & Conditions Of Sale
TERMS & CONDITIONS OF SALE
In these Conditions the "Company" means Fire Suppression Limited and the "Purchaser" means the party contracting for the supply of goods or services by the Company, and "Order" shall include any acceptance by the Purchaser of a tender, quotation or offer made by the Company. In the absence of express written agreement to the contrary the Company contracts upon terms that any contract is subject to and incorporates these Conditions. Any Order delivered by the Purchaser shall be conclusively deemed to have been made subject to these Conditions irrespective of any contrary terms printed on or accompanying the Purchaser's Order documentation, which contrary terms shall in no circumstances prevail.
1.Confirmation of Orders
No order placed by the Purchaser shall be binding upon the Company until and unless the same is accepted by the Company on its Acceptance of Purchase Order form.
Any typographical or other error in any documents or information issued by the Company shall be subject to correction without any liability on the part of the Company. The Company reserves the right to make any changes in the specification of the goods or services which are required to conform with any applicable statutory or EC requirements or which do not materially affect their quality or performance. Any order which has been accepted by the Company may not be cancelled by the Purchaser except with the agreement in writing of the Company and on terms that the Purchaser shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such cancellation.
(1)The contract price is, save where the contrary is expressly agreed in writing, exclusive of packing and carriage and Value Added Tax and any other taxes or duties which the Company may be required to collect or pay in respect of the contract subject matter.
(2)Except as otherwise agreed in writing payment in full is due 30 days from date of the invoice failing which the Company may: charge interest on the contract price at the rate of 4% per annum above the base rate for the time being of Barclays Bank Plc up to the date of payment (whether before or after any judgement); cancel or suspend any further delivery to the Purchaser; and sell or otherwise dispose of contract goods and apply the proceeds of sale to the overdue payment
(3)In the event of the cost to the Company of materials and/or production being increased after the date of contracting by circumstances beyond the control of the Company, the Purchaser shall be liable to pay the Company such further sum (not exceeding 10% of the total contract price) as the Company may reasonably consider to represent such increased cost.
(4) Full payment must be received in GBP only.
Times stated for delivery by the Company are estimates which the Company will use its reasonable endeavours to achieve but shall not be of the essence of the contract and the Company cannot guarantee the same and no liability shall attach to the Company in the event of delivery being delayed by circumstances beyond its control. Delay shall in no circumstances amount to or be deemed to be a breach of contract and the Purchaser shall not be entitled to treat the contract as repudiated by reason of the delay.
In the absence of express written agreement to the contrary, transportation of the goods from the Company's premises shall be the responsibility of the Purchaser. If the company agrees to arrange carriage of the goods the same shall be at the expense and risk of the Purchaser. In any event, risk shall pass to the Purchaser upon delivery of the goods to the carrier whether nominated by the Purchaser or otherwise. If within 7 working days after the date of written notice by the Company of the availability of the goods for delivery or collection the goods remain undelivered or uncollected, the Company shall be entitled, in addition to its other rights and remedies, to payment in full as if actual delivery had been made upon expire of such period.
If delivery or performance of all or part of the goods or services is delayed by the failure or refusal of the Purchaser to accept or arrange delivery at the time(s) or interval(s) agreed in writing, the Company (in addition to its other rights and remedies) shall be entitled to payment of its reasonable costs caused by such delay, including storage charges and shall further be entitled to payment of such sum as may represent the difference between the contract price and the Company's current prices at the time of actual delivery.
(1)Where delivery is made by instalments, any alleged or actual breach by the Company in relation to any one or more instalments shall not entitle the Purchaser to withhold payment in respect of other instalments or to refuse further deliveries. The Company may issue an invoice in respect of each delivery, payment of which will be due in accordance with condition 4 above.
(2)In the event of any breach of contract by the Purchaser, including delay in payment of invoices, or if the Company has a reasonable belief that the Purchaser is insolvent, the Company may (in addition to its other rights) withhold deliveries until the breach is remedied and/or payment in full is made, and may further require payment in advance as a condition precedent to completion of further deliveries. The Company reserves the right in such event to treat the contract as cancelled in respect of any or all outstanding instalments without any liability to the Company.
(1)Notwithstanding delivery of the goods or services to the Purchaser, property and rights therein shall not pass until the full price thereof and any other indebtedness of the Purchaser to the Company is paid in full. Until such time as the property in the goods passes to the Purchaser (and provided the goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Purchaser to deliver up the goods to the Company and if the Purchaser fails to do so immediately, to enter upon the premises of the Purchaser or any third party where the goods are stored and repossess the goods.
(2)The Purchaser shall be entitled in the ordinary course of its business to resell goods notwithstanding that property has not passed but in such event the proceeds of sale shall be separately held by the Purchaser on behalf of the Company as representing the goods sold until the Purchaser discharges its indebtedness to the Company.
(3)If the Purchaser uses, mixes or combines goods supplied by the Company with other goods, title in the product of such use, mixing or combination shall vest in the Company until payment in full is made for the goods supplied by the Company pending which the product shall be separately preserved or stored by the Purchaser. The Purchaser shall mark or otherwise identify the product as being the property of the Company. The proceeds of any sale thereof shall be held to the Company's account in the manner described in 7(2) above.
(4)Risk of damage to or loss of the goods shall pass to the Purchaser upon delivery Not with standing the Company's retention of title. The Purchaser shall keep the goods well and adequately insured against all insurable risks pending the passing of title and shall produce the insurance policy and latest premium receipt for inspection at the request of the Company.
Terms & Conditions of Trade cont..
8.Short or Damaged Delivery
Unless within 10 working days of the date of delivery of goods or services or of any instalment thereof written notice containing particulars of any alleged shortage, shortcoming or damaged delivery is received by the Company or its authorised agent, the goods or services shall conclusively be deemed to have been delivered to the satisfaction of the Purchaser in accordance with the contract.
9.Liability of the Company
The Company warrants that the goods will correspond with their specification at the time of delivery and that the services will be carried out with reasonable care and skill. Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Nothing in these Conditions creates any right enforceable by any person not a party to the contract. 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 notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Purchaser the price of the goods (or a proportionate part of the price) but the Company shall have no further liability to the Purchaser.
Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Purchaser by reason of any representation, (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or services or the use or resale of the goods by the Purchaser, and the entire liability of the Company under or in connection with the contract shall not exceed the price of the goods or services concerned, except as expressly provided in these Conditions.
If there shall be a dispute between the parties in connection with these Conditions or the sale of the goods or services such dispute shall be resolved by an appropriately qualified arbitrator nominated by the President of the Chartered Institute of Arbitrators, any fees and expenses being payable by the party against whom the issue is determined.
The Purchaser shall indemnify the Company against all loss, damages, penalties, costs and expenses to which the Company may become liable if any work performed in accordance with the Purchaser's specification or request results in any claim for an infringement of a registered design, patent, copyright, trade mark or other intellectual property or other rights of any other person.
Without prejudice to the Company's other rights thereunder and otherwise, if any distress or execution shall be levied upon the Purchaser, its property or assets or if the Purchaser shall make any arrangement or composition with creditors or (being an individual) commits any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or (if the Purchaser is incorporated) any resolution or petition to wind up its business shall be passed or presented otherwise than for a solvent reconstruction or amalgamation or if an administrator or a receiver of such corporation's undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any Order then subsisting, and upon written notice being posted by it to the Purchaser's last known address, any subsisting Order shall be deemed to have been delivered without prejudice to any claim or right the Company might otherwise make or exercise.
Where goods or services are to be exported from the United Kingdom the Purchaser shall be responsible for compliance and associated costs in respect of all legal requirements of any outside jurisdiction. All payments for export Orders shall be in pounds sterling unless otherwise advised by the Company at its discretion.
If performance of the contract by the Company is prevented, restricted or interfered with due to circumstances beyond its reasonable control including but not limited to any act of God, lock-out, strike or other industrial action, the Company shall be excused from performance or further performance to the extent of such prevention, restriction or interference.
Provided that in the event that the Company is prevented from performing the contract for a period in excess of 2 months, the Purchaser shall be entitled by notice in writing to terminate the contract and the Company, notwithstanding such termination, shall be entitled to payment at the contract rate in respect of goods or services supplied prior thereto.
15.Proper Law and Jurisdiction
The contract and all disputes arising there under or in connection with it shall be governed in all respects by English Law.
16.Waiver, Severance and Headings
If the Company allows the Purchaser more time to perform any obligation or accepts a reduced obligation this shall not reduce the Company's rights in respect of any of the Purchaser's other contract obligations. If any provision of these Conditions shall become void or unenforceable for any reason, such void or unenforceable provision or part thereof shall be deleted and the remaining provisions shall continue in full force and effect. The headings contained herein are for ease of reference only and shall not be used in construing those Conditions.
The Purchaser shall not be entitled to assign any of its rights or obligations under the contract without the prior written consent of the Company. Where the Purchaser is more than one individual the obligations of the Purchaser under the contract shall be joint and several.
These Conditions together with any other express written agreement signed by the parties represent the entire agreement between the parties hereto and no modifications or amendments hereof shall have any effect unless contained in writing and signed by the parties. Any previous agreements relating to the subject matter of the contract are hereby cancelled.
Any notice to be served in respect of the contract or under these Conditions shall be made in writing and either delivered personally or sent by first class registered post or facsimile message to the latest notified address of the other party and shall be deemed served upon delivery where delivered personally, when recorded by the delivery agent if sent by first class registered post, and at 9.00am on the next working day following transmission of a facsimile message.
We require payment to terms. Payment must be made on time (no more than 30 days unless specified on the invoice), in full, and without any deduction, set off or counterclaim. In the event that an account is outstanding, we will refer the matter to our debt collection agents, Daniels Silverman Limited, which will incur costs any costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay us that surcharge, and that payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998, which interest is payable both after and before any judgement of the court and continues to accrue.”
20 Fair Usage
In the event that FSL offers and extended service such as 'all inclusive' policy, a fair usage policy applies. The company reserves that right to apply the fair use rules with regards to the supply, installation, servicing, replacement and commissioning of the equipment covered under its maintenance plan, also known as the quotation. If the company deems that there is an abusive of the service provided, it reserves the right to terminate the plan and ongoing maintenance at it discretion. Fair use rules apply to a known average of failures to a specific reoccurring event/s. Typically there will be a limited all inclusive callout plan of no more than two visits in a given period.