Sale Conditions

Sale Conditions

SECURISCAPE LIMITED – TERMS AND CONDITIONS OF SALE

Definitions and interpretation
1. In these Conditions the following expressions will have the following meanings unless inconsistent with the context:

Buyer: any person placing an order, with the Seller for the purchase or supply of the Goods.

Contract: the contract or order entered into between the Seller and the Buyer which incorporates these Conditions under which the Goods are sold to the Buyer.

Goods: the goods or services sold or provided by the Seller.

Premises: Penfold Lodge,Hulland Village,Derbyshire or any other property owned, leased, rented or otherwise used by the Seller during its normal course of business.

Seller: Securiscape Limited (company number 07905386).

1. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. A reference to one gender includes a reference to the other gender.
3. Condition headings do not affect the interpretation of these Conditions.
4. A reference to writing or written excludes fax but not email.
Contract
1. These Conditions apply to the Contract to the exclusion of all other terms and conditions including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document.
2. These Conditions may only be modified by a variation in writing signed by a duly authorised signatory of each of the Seller and the Buyer and no other action on the part of the Seller (whether delivery of the Goods or otherwise) shall be construed as an acceptance of any other conditions.
3. No terms as to the nature, quality or fitness of the Goods or their conformity with any sample shall be part of any contract between the Seller and the Buyer or become a collateral term thereof save as expressly agreed by the Seller in writing and no such term shall be implied by law or otherwise.
4. The Seller’s offers, estimates and quotations do not constitute a contract. An order is only accepted by the Seller and a contract only comes into existence with the Buyer once the Seller has:
  1. received the Buyer’s order within the time specified in the Seller’s Quotation Form (if one is issued); and
  2. despatched to the Buyer the Seller’s Acceptance of Order Form

and until such time the Seller shall be under no obligation to the Buyer.

1. Any quotation issued by the Seller is made ex works Derbyshire – England and FOB UK port for international sales. Quoted prices do not include further packing, loading, carriage, insurance and erection charges or site preparation work, such charges being payable in addition to quoted prices, unless stated as separate items in a quotation.
2. Any quotation issued by the Seller is subject to satisfactory trade and credit references and shall remain open for a period of 30 days from its date, provided the Seller has not previously withdrawn it. All quotations are subject to review for errors and omissions and to alteration or withdrawal without notice.
3. The Seller reserves the right to reject any order requesting supply of only part of the subject matter of a quotation.
4. All specifications, drawings, and schedules of properties or dimensions supplied by the Seller to the Buyer shall remain the Seller’s property, and may not be disclosed to or used by a third party without the Seller’s consent. Such material, together with information contained in the Seller’s publicity material, advertisements and catalogues is for information only and, unless specifically stated in the Contract shall not form part of the Contract. Specifications, drawings, literature and statements as to dimensions, suitability, performance or otherwise issued by the Seller in connection with the Goods are offered in good faith and for guidance purposes only. Such matters are intended to be approximate only and shall not be taken to apply to the Goods. No Goods shall be supplied subject to any condition or shall carry any guarantee or warranty as to dimensions, quality, fitness, performance or suitability. The Buyer is solely responsible for the correct selection of Goods ordered from or offered by the Seller and the Buyer shall not be entitled to rely on any drawings, recommendations representations or assistance offered by the Seller relating to the Goods. The Buyer shall rely on its own independent expertise as may be available to the Buyer or other technical sources independently available to the Buyer.
5. All tools, dies and moulds used in the production of the Goods shall become or remain the property of the Seller.
6. It is the Buyer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by governmental and other authorities or corporations relating to the possession or use of the Goods. The Buyer will use all reasonable efforts to ensure that any subsequent user or purchaser of the Goods will acquaint itself and comply therewith and will indemnify the Seller against any liability it may occur in consequence of the Buyer or a subsequent user or purchaser to which it has sold the Goods failing to comply therewith.
Prces
1. The Sellershall endeavour to maintain prices given on quotation or acceptance of order but reserves the right to vary its prices without notice to take account of changes in the Seller’s costs (including the cost of materials, labour or transport costs, fluctuation in rates of exchange or otherwise) and all Goods will be charged at prices ruling at the time of delivery.
2. The Seller shall have the right to increase prices to reflect any increase in costs arising after the date of quotation or acceptance of order as a result of:
  1. any alteration in or addition to the Buyers requirements, which shall include, without limitation, any variation to quantity ordered or to delivery rates;
  2. the Buyer’s instructions or lack of instructions;
  3. any interruptions, delays, overtime work, mistakes, alterations arising from the work of other contractors found to be outside agreed tolerances, delays caused by other contractors and any other cause for which the Seller is not directly responsible;
  4. any increase in any tax, duty or levy (including VAT) imposed on goods or services or fluctuations in foreign exchange rates, which affect prices in any manner.
3. The prices given on quotation do not include any applicable VAT or other taxes, which may be chargeable in connection with the supply of the Goods to the Buyer and which the Buyer shall additionally be liable to pay to the Seller. The cost of such VAT and/or taxes will be added to the prices given on quotation.
Delivery
1. Delivery shall be affected in the manner specified in the Seller’s quotation or Accpetnace of Order Form.
2. The Seller shall use its reasonable endeavours to deliver the Goods as specified but if no time is agreed then within a reasonable time. Time shall not be of the essence in relation to delivery. If despite those endeavours the Seller is unable for any reason to fulfil any delivery by the relevant date the Seller will not be deemed to be in breach of the Contract nor will the Seller have any liability to the Buyer for any delay or failure in delivery.
3. If the Contract is for the purposes of the Buyers blanket purchasing order or orders with scheduled call-off deliveries, then the following provisions shall apply to any scheduled deliveries which forms part of the Contract (“a Schedule”):
  1. the Buyer shall not be entitled to cancel or request any variation (whether in respect of quantity, date of delivery or otherwise) to the first three months deliveries specified on any Schedule; and
  2. the Seller may at its discretion consider a request from the Buyer for a variation to later deliveries which are contained on any Schedule provided that the Buyer gives no less than thirty days written notice of the request for such variation.
4. If the Buyer agrees to collect the Goods from the Premises, delivery shall be effected and risk shall pass when the Goods are handed to the Buyer at the Premises. The Seller will notify the Buyer when the Goods are ready for collection and the Buyer agrees to collect the Goods within three working days of such notice.
5. If the Seller agrees to deliver (or to arrange delivery of) the Goods to the Buyer’s premises, delivery shall be effected and risk shall pass when delivery is tendered at the Buyer’s premises during normal working hours, whether or not delivery is accepted.
6. If the Seller agrees to deliver the Goods FOB named United Kingdom port, the following provisions shall form part of the Contract:
  1. the Buyer will at his own expense charter a vessel or reserve the necessary space on board a vessel (“the Vessel”) and give the Seller notice of its name, loading berth and loading dates in accordance with the terms of the Contract;
  2. the Seller shall deliver the Goods on board the Vessel on the date or within the period agreed and delivery shall be affected and risk in the Goods shall pass to the Buyer when the Goods have passed the Vessel’s rail at the named port of shipment;
  3. the Seller will bear all costs relating to the carriage of the Goods incurred prior to their passing the Vessels rail and will at its expense obtain any export licence or governmental authorisation needed for the export of the Goods from the United Kingdom and the Buyer will provide the Seller at its expense with any documentation or information needed therefore;
  4. the Buyer will bear all costs relating to the carriage of the Goods incurred after passing the Vessel’s rail and will at its expense obtain any import licence or other governmental authorisation needed for the import of the Goods into countries of transit or destination. The Buyer will furnish details thereof to the Seller, which until receipt of such information will not be obliged to deliver the Goods.
7. Failure by the Seller to make part delivery in the case of any agreement for delivery in instalments shall not entitle the Buyer to cancel or suspend the Contract or reject subsequent deliveries.
8. The Buyer will indemnify the Seller against any liability or costs the Seller may incur on account of the Buyer failing to perform its obligations under this Condition 4.
9. The Seller does not supply Goods on approval. Goods are not returnable except with the express written agreement of the Seller and on terms (inter alia) that the Buyer shall bear return transport and other costs and all risks of loss, damage and deterioration unless and until the Seller shall at its sole discretion receive and accept redelivery of the returned Goods.
Property and risk
1. The Goods shall remain the property and in absolute ownership of the Seller until the Buyer has paid in full all amounts owed by the Buyer to the Seller (including VAT) in respect of the Goods or any of them. Unless and until such payment is made the Seller may at any time request the return of the Goods or any of them which have not been paid for and which are in the possession or control of the Buyer who shall thereupon hold them at the Seller’s order.
2. The risk in the Goods will pass to the Buyer upon delivery in accordance with Condition 4 above.
3. Until property in the Goods has passed to the Buyer, the Buyer shall keep and store the Goods separately and in such a manner as to enable them to be identified as the Seller’s property and shall keep them in good condition and shall maintain full insurance in respect thereof on the Seller’s behalf in an amount which is not less than the price payable to the Seller thereof and all the proceeds of such insurance shall be held on trust for the Seller.
4. The Buyer may sell the Goods in the ordinary course of business before the Seller receives payment for the Goods provided always that:
  1. any such sale shall be as principal and not as the Seller’s agent; and
  2. title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs; and
  3. any such sale shall only be permitted until the happening of one or more of the events referred to in sub-Condition 5.5 below.
5. The Seller may by written notice at any time before property in the Goods passes to the Buyer and at the Seller’s sole discretion terminate the right to resell the Goods conferred on the Buyer by sub-condition 5.4 above and may also terminate such right in the event that distress or execution is levied against any of the Buyer’s assets or if a judgement against the Buyer remains unsatisfied for more than seven days or if a receiver is appointed over any of the Buyer’s assets or if a winding-up petition is presented against the Buyer or if a resolution is passed for the winding-up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction).
6. The Seller may repossess the Goods at any time before property in the Goods passes to the Buyer and for this purpose the Buyer hereby grants to the Seller the irrevocable licence to enter upon the Buyer’s premises and to remove the Goods and all costs incurred by the Seller in repossessing such unpaid items shall be borne by the Buyer.
7. Notwithstanding any repossession of the Goods or that property in the Goods has not passed to the Buyer, the Buyer shall remain liable to pay the price for them.
8. For the purposes of this Condition 5 “the Goods” shall mean all goods comprised in each of the Seller’s invoices against the Buyer, each such invoice being treated as giving rise to a separate agreement.
9. Each of the above sub-conditions shall be construed independently of, and shall be in no way limited by reference to, any other sub-condition and if any of the above provisions are held to be invalid for any reason but would be valid if part of the wording in the same or another sub-condition was deleted or modified, then such provision shall apply with such modification as may be necessary to make it valid and enforceable.
Payment
1. The Seller may invoice the Buyer for the Goods on or at any time after completion of delivery. Payment shall be made in the manner stipulated by the Seller. Time of payment is of the essence of the Contract.
2. If requested by the Seller at any time during the continuance of the Contract, the Buyer will open a confirmed irrevocable letter of credit for the payment for the Goods on terms satisfactory to the Seller, or make such other provision for the payment as the Seller requests.
3. The Buyer shall make full payment to the Seller of the invoice price in cleared funds no later than the 15th day of the month following the date of invoice.
4. The Seller shall have the right to invoice the Buyer in respect of a partial delivery of the Goods to be supplied under the Contract. The Buyer shall make full payment thereof within the period specified at sub-condition 6.3 above.
5. If any sum under the Contract is not paid when due then, without prejudice any other rights under the Contract, that sum will bear interest from the due date until payment is made in full, both before and after any judgment at 4% per annum over Barclays Bank base rate from time to time, but at 4% per annum for any period when the base rate is below 0%.
6. The Buyer shall not be entitled to withhold payment of any invoice by reason of any right of set off or any claim or dispute with the Seller, whether relating to the quality or performance of the Goods or otherwise.
7. The Seller reserves the right to suspend delivery where it reasonably apprehends that the Buyer will not make payment in accordance with this Condition 6. All orders are accepted subject to the Seller’s continuing reasonable approval of the Buyer’s creditworthiness.
8. The Seller shall have a lien on all material goods and all property for all charges of whatever nature incurred and/or due in respect thereof and in addition all materials goods or property of the Buyer in the custody and/or control of the Seller shall be subject to a general lien for money’s due from or claims or charges against the Buyer on any account whatsoever and the said materials, goods or property may be sold by the Seller either in whole or in part without notice by whatever method that may be determined by the Seller to satisfy such lien or liens.
Storage and Carriage
1. If the Buyer does not accept delivery of the Goods in accordance with Condition 4 above the Seller may arrange for the storage of the Goods on the Buyer’s behalf but without any liability for any loss or damage occurring after that date, and the Buyer agrees to pay as an addition to the price all reasonable charges for storage, insurance and transport occasioned by failure to take delivery.
2. The Seller will not be liable for any loss or damage to the Goods in transit or for any shortage on receipt of the Buyer (unless the Goods are collected by the Buyer from the Premises) but will endeavour to pass on to the Buyer any benefit of any claim it may have against the carrier, provided the Seller is notified of the claim within such time limit as the carrier may impose and in any event within seven days.
Warranty
1. The Seller will, free of charge, within a period of 6 months from the date of delivery of Goods which are proved to the reasonable satisfaction of the Seller to be damaged or defective due to defects in materials, or workmanship, repair, or at its option replace, such Goods. This obligation will not apply where:
  1. the Goods have been improperly altered in any way whatsoever, or have been subject to misuse or unauthorised repair;
  2. the Goods have been improperly installed or connected;
  3. any maintenance requirements relating to the Goods have not been complied with;
  4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
  5. any instructions as to storage or use of the Goods have not been complied with in all respects; or
  6. the Buyer has failed to notify the Seller of any defect or suspected defect within 14 days of delivery where the defect should be apparent on reasonable inspection, or within 14 days of the same coming to the knowledge of the Buyer where the defect is not one which should be apparent on reasonable inspection, and in any event no later than 6 months from the date of delivery or the Buyer has failed to allow the Seller a reasonable opportunity of examining the Goods after notifying the Seller of the defect or suspected defect.
2. The Seller will refund to the Buyer the cost of carriage on the return of any such defective or damaged Goods, and will deliver any repaired or replacement Goods to the Buyer at the Seller’s expense.
3. Any Goods which have been replaced will belong to the Seller. Any repaired or replacement Goods will be liable to repair or replacement under the terms specified in Condition 8.1 for the unexpired portion of the 6 month period from the original date of delivery of the replaced Goods.
4. In the event of any breach of the Seller’s express obligations under Conditions 8.2 and 8.3 above, the remedies of the Buyer will be limited to damages.
5. Except as provided in Conditions 8.1 to 8.4 the Seller will be under no liability to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (to include, without limit, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:
  1. any of the Goods, or the manufacture or sale or supply, or failure or delay in supply, of the Goods by the Seller or on the part of the Seller’s employees, agents or sub-contractors;
  2. any breach by the Seller of any of the express or implied terms of the Contract;
  3. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; or
  4. any statement made or not made, or advice given or not given, by or on behalf of the Seller.
6. Subject to the other provisions of this Condition 8, the Seller’s total liability in contract tort (including negligence), breach of statutory duty, restitution or otherwise) arising in connection with the performance or contemplated performance of a Contract for the sale of Goods shall be limited to the price payable by the Buyer.
7. Except as set out in Condition 8.1 to 8.4, the Seller excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer.
Patents etc Infringement
1. The Seller shall (in lieu of all other liability to the Buyer for loss where patents, trademarks, registered designs and similar rights have been infringed by use or sale of the Goods) indemnify the Buyer against claims (including the costs thereof) by owners or licensees of United Kingdom patents and registered designs published at the date of the Contract for infringement thereof by use or sale of the Goods provided:
  1. this indemnity shall not extend to infringements resulting from:
    1. use or adoption by the Seller of the Buyer’s parts, designs or specified instructions, or
    2. use or sale of the Goods in combination with other items where, but for such combination, infringements would not have occurred, or
    3. use or sale in a manner or for a purpose not disclosed to the Seller before the date of the Contract
  2. the Buyer shall immediately inform the Seller in writing of, and admit no liability for claims for infringement, shall make no settlement and shall permit the Seller alone (and at the Seller’s expense) to deal with such claims (the Buyer providing, at the Buyer’s expense, all assistance reasonably requested for this purpose by the Seller).
Intellectual property and confidentiality
1. All designs, drawings, specifications and documentation supplied by the Seller to the Buyer are and will remain the property of the Seller and all Intellectual Property Rights therein vest in the Seller and neither they nor (where applicable) their contents shall be used without the Seller’s express written consent for any purpose other than that for which they were furnished.
2. For the purpose of this Condition 10, “Intellectual Property Rights” means all intellectual and industrial property rights including patents, know-how, rights in any invention, discovery or process, copyright, database rights, topography rights, trade marks and service marks (registered and unregistered), business names and domain names, designs rights (registered and unregistered), utility models, applications for and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
3. Upon termination of the Contract for any reason the Buyer shall cease to use, and shall return to the Seller upon request, all such know-how, specifications, drawings and other information insofar as they relate solely to Goods previously supplied by the Seller and paid for in full by the Buyer.
4. The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Seller or its agents and any other confidential information concerning the Seller’s business or its products which the Buyer may obtain and the Buyer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Buyer’s obligations to the Seller and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Buyer.
Termination of contract
1. Without limiting its other rights or remedies, the Seller shall have the right at any time by giving notice in writing to the Buyer to terminate the Contract with immediate effect if:
  1. the Buyer commits a material breach of any of the terms and conditions of the Contract; or
  2. any distress, execution or other process is levied upon any of the assets of the Buyer; or
  3. the Buyer (being an individual) has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
  4. the Buyer ceases or threatens to cease to carry on all or a substantial part of its business; or
  5. the financial position of the Buyer deteriorates to such an extent that in the opinion of the Seller the capability of the Buyer adequately to fulfil its obligations under the Contract has been placed in jeopardy.
2. On termination of the Contract, the Seller the Seller shall be entitled to determine any other Contract with the Buyer by written notice and shall be entitled to payment for the Goods already delivered, and for work in progress at the Seller’s usual rate.
3. The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Seller accrued prior to termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
Force majeure

The Seller shall not be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from an event beyond the reasonable control of the Seller, including without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

General
1. Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
3. The Seller may assign the Contract or any part of it to any person, firm or company.
4. The Contract and the Seller’s Acceptance of Order Form contains all the terms which the Seller and the Buyer have agreed in relation to the Goods and supersedes any prior written or oral agreements, representations or understandings between them.
5. The Buyer acknowledges that it has not relied upon any warranty, representation, statement or understanding made or given by or on behalf of the Seller which is not set out in the Contract or the Seller’s Acceptance of Order Form. Nothing in this Condition 13.5 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
6. 1. Any notice in connection with the Contract will be in writing and shall be:
    1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    2. sent by email to an email address notified by the Company and the Seller to the other as the email address to use in connection with the Contract
  2. Any notice shall be deemed to have been received:
    1. if delivered by hand, at the time the notice is left at the proper address;
    2. if sent by pre-paid first class post or other next day working service, at 9.00am on the second working day after being posted; or
    3. if sent by email, at the time of transmission.
7. If any provision or part-provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
8. Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
9. Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
10. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.

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