Terms & Conditions

Terms & Conditions:

1. General: These conditions of sale (“the Conditions”) apply to goods and/or services supplied by PFS Group Limited (“the Company”) to a purchaser (“the Buyer”) and shall be incorporated into each contract (“the Contract”) made by the company for the sale of the Company’s Goods and Services (“the Goods”). Definitions of common terminology are to be found listed at the end of this section, however if there is any confusion, discrepancy or query by the Buyer in relation to any terminology herein, it is the responsibility of the Buyer to have this clarified prior to any Goods being provided. In the absence of such request the Buyer shall be deemed to have read, understood and accepted these terms in their entirety and that they are fair and reasonable.

Please read these terms and conditions carefully. It is the Buyer’s responsibility to obtain the latest amendment of the Company’s terms and conditions. These terms and conditions are subject to change without notice, from time to time in the Company’s sole discretion and subsequent amendments may take immediate effect which may supersede any previously agreed terms and conditions. Unless appropriately notified otherwise, the buyer is deemed to have agreed to these and any amendments to these terms and conditions upon the commencement of any Goods and or Services by the Company’s staff in relation to the Buyer’s associated requirement or request. If the Buyer is in disagreement with any part of these terms and conditions, the Buyer is required to formally notify the Company and explicitly indicate what condition/s is not in agreement prior to any of the Company’s associated Goods and or Services commencing, so that an amicable alternative has the reasonable opportunity to be agreed to.

Definitions:
“Buyer”: means the trading entity, or their nominated agent, that places and authorises for payment of a purchase order/s.
“Company” or “Seller”: means any company within the structure of PFS Group Limited.
“Goods” or “Services”: means the works described on the written quotation to the stipulations of the conditions herein.
“Intellectual Property (IP)”: means all rights in patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.

2. Quotations and Acceptance of Orders: Any quotation (may also be referred to as tender and or proposal) by the Company remains open for acceptance for thirty days from the date on which the Company sends the quotation to the Buyer or as otherwise stated on the quotation. If no quotation is rendered, the price is to be set by the Company.

Any quotation made shall be valid only insofar as it was made by a person authorised to make a quotation on behalf of the Company. It is the Buyer’s responsibility to verify the authority of any person or employee of the Company making or giving any quote on behalf of the Company.

The Buyer’s order represents an offer to purchase which is not accepted until the Company sends an order acknowledgement. If the Company accepts the Buyer’s offer, an order acknowledgement will be sent, either by email or by post, and the contract to supply Goods or Services will be formed at the time the order acknowledgement is sent. The Company reserves the right to cancel an accepted order; in the event of such cancellation, the Company may refund any sums already paid by the Buyer.

All proposed costs by the Company are for the contract period only, for the particularly stated project or request to be ordered in full by the Buyer. The Buyer is to allow up to fourteen days for a scheduled date for when Goods and Services will be carried out and equipment and/or materials to arrive from date of order acceptance.

3. Payment: Unless otherwise agreed in writing between the Company and the Buyer, where credit terms are not agreed by the Company, payment in full for the Goods and/or Services supplied is due thirty days from the date in which they were invoiced.

The Company may at its discretion require that, following acceptance by the Company of the Buyer’s offer, the Buyer shall pay a deposit of up to fifty percent of the contract value before dispatch of Goods or performance of Services.

Without prejudice to any other rights or remedies of the Company, any default by the Buyer in making payment on the due date shall entitle the Company to suspend Goods and Services under the Contract or any other contract between the Company and the Buyer so long as the default continues and to treat the Contract as repudiated by the Buyer and determined if the Buyer has not within seven days of receiving written notice from the Company paid all sums due to the Company.

3.1. If applicable (a credit account has been arranged between Buyer and Company), the acceptance of these terms and conditions subsequently constitutes a declaration of agreement to the Company, that the director of any Buyer’s credit application jointly and severally guarantees payment of all financial obligations to the Company. This is including any payment arising from any increase in the credit limit granted in future and the Company reserves the right to terminate any agreement for credit forthwith without notice upon a breach by the customer of any Terms and Conditions and all monies then outstanding will become due forthwith.

4. Cancellation, Suspension and Termination: If the Buyer shall purport to cancel the whole or any part of the Contract the Company may, by notice in writing to the Buyer elect to treat the Contract as repudiated and the Buyer shall thereupon be liable to pay to the Company by way of liquidated damages a sum equal to all the expenses incurred by the Company in connection with the Contract, including an appropriate amount in respect of administrative overheads, costs and losses of profit. The Company’s reasonable estimate of the expenses incurred shall be final and binding on the parties and shall include an amount for the anticipated loss of net profit on the supply of the product to the Buyer.
If for any cause whatsoever beyond its control the Company is unable to make any delivery on the applicable delivery date or perform any of its other obligations under the Contract, the Company may, by notice to the Buyer, terminate the Contract or suspend the Contract without liability for any loss or damage thereby incurred by the Buyer.

5. Delivery:
5.1 Delivery, for which an additional charge is levied, will be made by the Company’s carriers to the address nominated by the Buyer.
5.2 The Company will use reasonable endeavours to complete delivery on or before delivery dates requested by the Buyer as estimated by the Company and time of delivery shall not be of the essence. The Company will not be liable for any consequential delay in delivery to the Buyer.
5.3 Where delivery is by instalments each instalment shall constitute a separate contract and any failure or defect in any one or more instalments shall not entitle the Buyer to repudiate the agreement not to cancel any subsequent instalments. If any order is cancelled prior to the last in a series of deliveries the Company reserves the right to charge for all goods delivered at the quotation price or other price as appropriate at the date of the cancellation.
5.4 The Buyer cannot reject Goods where the quantity delivered is less than the quantity ordered.
5.5 It is the Buyer’s responsibility to notify the Company if the Goods have not been received by the Buyer within seven days of the date of receipt of invoice. If no notification is made the Buyer shall be deemed to have accepted the Goods. Likewise it is the Buyer’s responsibility to notify the Company if any of the Goods have been rejected by the Buyer within seven days of the date of receipt of the Goods. If no such notification is made the Buyer shall be deemed to have accepted the Goods.
5.6 It is the Buyer’s responsibility to arrange any and all prudent and adequate forms of insurance for all reasonable risks from the moment the Buyer is notified that the Goods are available for collection or delivery and maintain such a policy of insurance until title in the Goods passes from the Company to the Buyer. Upon reasonable notice, the Buyer will send a copy of the insurance policy to the Company with evidence that any and all premiums have been discharged. Furthermore the Buyer will fully indemnify the Company if any person, agent or employee of the Buyer commits or allows the commission of or takes no action to prevent any act or event that invalidates any such policy of insurance.
The Buyer is responsible for protecting all equipment from malicious and intentional damage once the Goods have been delivered.

6. Examination and Claims:
6.1 The Buyer shall upon delivery examine the Goods and shall within seven working days of delivery notify the Company and the carrier of any apparent damage, defects or shortage.
6.2 Claims in respect of damage, defects or shortage not apparent on examination under 6.1 must be notified in writing to the Company within fourteen days of the date of delivery.

It is to be noted, (an order received by the Company from the Buyer will constitute agreement / acknowledgement) that the Company’s auditors or assessing body may inspect the proposed systems at any time.

7. Specification: If Goods are supplied in accordance with the Buyer’s specifications the Buyer shall be solely responsible for the accuracy of the specifications and the Buyer expressly acknowledges that any Goods created in accordance with any specifications supplied by the Buyer are fit for their purpose. Furthermore the Buyer expressly acknowledges that the Buyer is relying solely on their own skill and judgement and has not relied for this purpose upon the skill or judgement of the Company, its agents or employees and the Buyer will indemnify the Company against all claims by the customers of the Buyer in this regard.

Unless specified in the Company’s scope of works; no allowance has been made within a proposal for:
– The supply and/or operation of any specialist access equipment.
– The secure storage of any materials or equipment and it is expected this will be made available on site, by the Buyer if required.
– Any third party costs (including final connection of third party equipment, attendance by a third parties for witnessing or verification etc.).
– Any primary containment and it is expected where required this will be made readily and adequately available to the Company by others. The Company typically allows for all secondary containment, however it is the Buyers responsibility to confirm this.
– Any coloured (other than white/plastic), painting of or stainless finishes.
– Any works / services not explicitly proposed, in particular: temporary works (lighting, power, site accommodation), demo, civil, design, signage, making good, electrical (including the dedicated 230v supply cable and associated spur required to meet BS compliance for a particular system), mechanical, BMS, fire barriers, re-decoration and sprinkler system works.
– Local electricity supplies, lighting and protective barriers that may be required for the powering/use of tools and plant etc.
Any of the above to be provided to the Company by the Buyer if required, free of charge.
Although the Company have the best intentions in making any containment installed by the Company as aesthetically pleasing as possible, the Company reserves the right to install containment (including direction of/route) to their discretion in the spirit of a practical installation that can be reasonably expected.

Any Goods and or Services not mentioned within the Company’s proposal has not been allowed for and the Buyer should not expect the Company to carry out these works unless they are to be quoted and ordered for separately / additionally. Moreover, the supply and use of any equipment that has not been explicitly specified is to be selected at the Company’s discretion for choice of manufacturer, supplier, make, model (including finishes etc.).

The Company typically allows for fire stopping of holes drilled by the Company up to 25mm, builders works in accordance with the holes and fixings carried out by the Company and the safe and appropriate disposal of apparatus removed from site by the Company {however this will be dependent on the conditions of the site and the Company reserves the right to clarify the extent of these services with the Buyer once on site}. The removal or re-installing of any stock, furniture or fixtures, ceiling tiles or carpet which may hinder the execution of the Company’s Goods and Services has not been allowed for and is expected to be provided by the Buyer if required.
Exact positioning of proposed equipment is to be determined on site; if consideration is to be made for other services, the Company will require the details of any other equipment or furniture that may interfere with the proposed positioning prior to the commencement date of the Company’s Goods and Services.

Where the Company has provided a design or design assistance, the certification of this is subject to acceptance of the design by the Buyer and is the responsibility of the Buyer to clarify compliance with/by third parties if required. The aforementioned acceptance will be considered to be given by the Buyer to the Company if an issue of an order relating to the proposed Goods and Services is provided.

If the Company’s proposal states that it is to include design responsibility this will only be for the specified system functionality only and only where practical. The Company intends to undertake attendance to required consultation with interested parties (local authorities / insurers / clients) regarding the design to achieve compliance prior to an order being received. Any design provided by the Company will exclude any additional equipment required in an effort to obtain statutory or local authority approval over and above which is stated and/or typically required for the stated level of proposed functionality. Unless specified in the Company’s scope of works, no allowance has been made within the proposal for:
– Any void detection and it is assumed that void detection is not required.
– Bringing any design up to EN54 part 23 compliance if not already specified as required.
Where the Company has designed a system, they intend the system to incorporate all apparatus required for a fully functional working system as required, however if further apparatus is required the Company reserves the right for these to be quoted and charged for separately.

Any design work undertaken by the Company is limited to appropriately responsible, skilled and competent persons which the Buyer is responsible for clarifying. The quantity of apparatus allowed for within the Company’s design may vary due to routes and locational changes from offset and obstructions not clearly apparent at time of the proposal. Furthermore the Company do not accept responsibility for any additional materials required due to the actual application requirements. Any variations to standards for any Goods and or Services by the Company (designed by, for or not) are to be agreed to by the Buyer to enable a certificate of compliance to be issued.

Accuracy of stated figures within the Company’s proposal is considered to be correct at time of the proposal. The Company will not be held responsible for any inaccuracies. Variations in quantities of Goods required at construction will incur an additional cost to be quoted by the Company for the Buyer, separately. As the associated responsibility and risk of providing a pre-works quotation rests with the Company (which this document clarifies), any stated breakdown of costs or quantities make up part of the total cost / proposal and are indicative only. No credit will be considered by the Company to the Buyer for any works that are completed with less than the quantities proposed. The issuing of an order by the Buyer in relation to the Company’s proposal/s constitutes an agreement to the Company’s proposal/s and these terms and conditions, and will supersede any Buyer stipulations that conflict with those mentioned therein.

Unless explicitly advised prior to the Company’s proposal no allowance within the Company’s proposal should be expected to be allowed for by the Buyer for; Liquidated & Ascertained Damages, Performance Bonds, Retention, requirement for temporary or alternative Life Safety or Property Protection Systems and additional insurances other than Third Party Employer’s Liability. It is also the Buyers responsibility to provide the CDM plan (if required) of which is not the responsibility of the Company to enforce. Further to this, the requirement of health and safety regulations to provide first aid and welfare facilities and personnel trained in the use of first aid at a place of work will be made available by the Buyer and if required to be provided by the Company will be subject to additional charges to those proposed.

Where the Company’s proposal is to utilise existing apparatus it is the Buyer’s responsibility to ensure that they are compliant and not requiring remedial work, with adequate capacity, compatibility and permissions to do so, with any specific third party requirements readily available without cost; to enable required programming and completion of the Company’s proposed Goods and Services. The Company’s Goods and Services will be programmed to either an agreed, premises standard or existing cause and effect (C&E) matrix. If no C&E provided at the time of the Company’s proposal is to be of the discretion of the Company as to what the C&E may be, typically one out all out or immediate global alarm activation. Where the Company’s scope of works include a system that utilises a phone line, it is to be noted that the buyer is to provide an adequate line, made readily available for the Company and unless specified in the Company’s proposal, no allowance has been made by them to provide, verify or test this line.

The Company’s proposal assumes any drawings provided meet specification compliance and is subject to availability of additional information to that acknowledged therein and/or is subject to a site inspection. Where the aforementioned drawings may conflict with the specification for which the Company’s proposal is based, it is assumed that the drawings are to take precedence. The Company’s proposal is also subject to an agreed programme of works and working hours; any delay or waiting time that could not be foreseen at the time of the Company’s proposal or which may result due to circumstances outside of the Company’s control will be subject to additional charges to the Buyer.

Although the Company will endeavour to keep any down time to the premises to a minimum when providing Goods and Services, in some circumstances this may not be practicably possible to achieve and therefore no allowance has been made (as it is the responsibility of the Buyer) within the Company’s proposal for providing attendance / fire or security marshalling during any downtime of systems functionality. Furthermore any means of management of any evacuation or security process during periods of downtime is the responsibility of the Buyer.

Unless previously advised otherwise or provided with an asbestos register the Company has not made any allowance within their proposal for working within an area that contains asbestos and if required to do so will be subject to additional charges to the Buyer.

Following the completion of the Company’s Goods and Services, the Company intends to test, commission and handover the system/s to the relevant parties as proposed, including providing applicable documentation and staff training (if required). These post completion works are assumed to be able to be undertaken in a single continuous operation which may include audibility tests carried out over an extended period of time. If the aforementioned stipulation is not made available by the Buyer, additional costs are to be incurred by the Buyer, payable to the Company.

As the acoustic and visual performance of a building is a unique variable, any proposed alarm sound or visual beacon light levels within the Company’s proposal cannot be guaranteed until physically tested. Moreover although it is the Company’s intention that their proposal meet required alarm levels; should they be judged deficient, the relocation or requirement for supplementary equipment will be subject to additional charges, payable by the Buyer.

If required the Company will issue a NSI (National Security Inspectorate) certificate of compliance to the customer upon completion of our works.

The handover of the system/s constitutes Practical Completion and at this time the Company will present an acceptance certificate which will be required to be signed by a representative of the Buyer at this time. Full function tests can then be carried out to the satisfaction of the Buyer.

The Company’s standard post installation documentation typically includes full test certificates and an as-installed specification (which may include drawings) with relevant manufacturer’s user manuals. Detailed O&M (operation and maintenance) manuals are not included within the Company’s proposals unless specified within the proposed scope of works.

8. Price:
8.1. All prices proposed by the Company are exclusive of carriage, any insurance and VAT at current rates.
8.2. Clause 8.3. shall apply if the Company provides the Goods and/or Services on a time and materials basis. Clause 8.4. shall apply if the Company provides the Goods and/or Services for a fixed price.
8.3. Where the Services are provided on a time and materials basis, the charges payable shall be calculated in accordance with the Company’s proposed rates.
8.4. Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the proposal or order form or any other written communication where the Buyer orders services.

8.5. The Company’s proposal is to be acknowledged by the Buyer unless stated otherwise within the proposal as based on standard product and the proposed schedule of works, any additional equipment or features to those stated in the schedule or works will be subject to a variation which is to be quoted separately and is excluded from any original proposal.

8.6. Unless proposed otherwise the Company’s costs to attend a callout within normal working hours (0800hrs to 1700hrs) Monday to Friday excluding bank holidays amounts to £96.00p + VAT. This cost is typically inclusive of travel and the first hour on site (it is the Buyer’s responsibility to confirm this), additional hours are to be charged at a rate of £39.00 + VAT per hour. Furthermore to attend a callout outside normal working hours (1700hrs to 0800hrs) including weekends and bank holidays amounts to £110.00 + VAT. This cost is typically inclusive of travel and the first hour on site (it is the Buyer’s responsibility to confirm this), additional hours are to be charged at a rate of £59.00 + VAT per hour

9. Property and Risk:
9.1. Risk and associated responsibilities and obligations shall pass to the Buyer upon notification that the Goods are available for delivery, whether delivery is by single or multiple despatches from the Company to the Buyer.
9.2. The Buyer acknowledges that before entering into an agreement for the purchase of Goods from the Company, the Buyer has expressly warranted and represented that they are not insolvent and has not committed any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, to petition for the winding up of the company or exercise any other rights over or against the company’s assets.
9.3. Such Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Buyer shall have paid to the Company the agreed price. However, responsibility for these is that of the Buyer as soon as risk transfers to the Buyer as set out above.
9.4. The Buyer acknowledges that they are in possession of Goods solely as Bailee for the Company until such time as the full price thereof is paid to the Company together with the full price of any other goods the subject of any other contract with the company.
9.5. Until such a time as the Buyer becomes the owner of the Goods, they will store them on their premises separately from their own goods or those of any other and in a manner which makes them readily identifiable as the Goods of the Company.
9.6. The Buyer’s right to possession of the Goods shall cease if the Buyer, not being a company, commits an available act of bankruptcy or if the Buyer, being a company, does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding up. The Company may for the purpose of recovery of its Goods enter upon any premises where they are stored or where they are reasonably thought to be present and may repossess the same.
9.7. Subject to the terms hereof, the Buyer is licensed by the Company to agree to sell on the Company’s Goods, subject to the express condition that such an agreement to sell shall take place as agents (save that the Buyer shall not hold themselves out as such) and bailees for the Company, whether the Buyer sells on their own account or not and that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies or paid into any overdrawn account and shall be at all times identifiable as the Company’s monies.
9.8. If Goods the property of the Company are admixed with Goods the property of the Buyer or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Company. If Goods of the property of the Company are admixed with goods of the property of any person other than the Buyer or are processed with or incorporated therein, the product thereof shall become or shall be deemed to be owned in common with that other person.
9.9. If the Buyer has not received the proceeds of any such sale they will, if called upon to do so by the Company, within seven days thereof, assign to the Company all rights against the person(s) to whom he has supplied any product or chattel made from or with the Company’s Goods.
9.10. The Buyer shall indemnify the Company on a full indemnity basis against all loss, damage, costs or expenses including those in respect of third party claims.

9.11. The Company’s current insurance certificate (which is the responsibility of a stakeholder to obtain the most recent and applicable copy of) is to dictate the extent of professional indemnity of all goods and services provided by the Company. Further to this, the cap on the applicable design liability if determined to be that of the Company’s (based on the interpretation of the clauses herein) is to be established by that of the Company’s discretion at any point in time in relation to the service being provide and despite any previous liability being ascertained, may be deemed to be non-existent.

9.12. As a requirement of health and safety regulations, first aid and welfare facilities and personnel trained in the use of first aid be available at the place of work. The Buyer is to be responsible for any of the aforementioned requirement of which is to be provided to the Company.

10. Data Protection Act: Notification to the Buyer: Users of CCTV have a statutory requirement to notify the Information Commissioner that they are using CCTV and to state clearly the purposes for which it is being employed. The Information Commissioner’s Office (www.ico.gov.uk) is the United Kingdom’s independent authority overseeing protection of personal information.

The Data Protection Act sets rules which CCTV operators must follow when they gather, store and release CCTV images of individuals. The Information Commissioner can enforce these rules. Please see the ICO 1998 CCTV Code of Practice.

The key requirements which apply but not limited to are:
– Make sure someone in the organisation has responsibility for the CCTV images, deciding what is recorded, how images should be used and who they should be disclosed to;
– Notify with the Information Commissioner’s Office.
– Have clear procedures on how to use the system and when to disclose information; and
– Make regular checks to ensure the procedures are followed.

The Information Commissioner must be informed of the identity of the nominated person responsible for the CCTV system.

11. Service and Maintenance: If an ongoing service and maintenance contract is agreed, a full service schedule would be produced before commencing any Services and the costs are based upon the service visits being carried out during the site specific working hours. Any defects found are to be recorded and reported to the site manager, a quote for any remedial action required will be forwarded to the Buyer.

During the first service visit the Company will typically take downloads of all the panels, including any cause and effects; keep a backup at the Company’s office, leave a backup copy within the given panel and provided a copy to the Buyer. The aforementioned will secure all the site information in the event of a panel / equipment failure.

The Company accepts that the service visit can be cancelled by the Buyer (only) up to forty eight hour before the service is due to take place, on cancellation of the service the next service visit that is acceptable to the Buyer will be confirmed.

Appointment: The Company will make an appointment with the site on each occasion and confirm that appointment by email or phone correspondence.

Arrival on Site: The Company’s Engineer will arrive and sign in. The engineer will make himself known to the site manager and satisfy the latter to his credentials. The engineer will explain how they will be working whilst the site is operational, and will request that an announcement be made (if possible) so working staff know that testing of the system/s is in progress. At the end of this visit another announcement will be required to tell staff that the system/s is now in ‘working’ mode.

Frequency The Company propose to carry out service visits at agreed intervals as per the Company’s proposal, worked into the periods that best suit the Buyer (e.g. school holiday periods) if required.

Any defects found with the existing installation will be recorded and issued to the Buyer, this is to ensure the Buyer is aware of any deviations from standards and it is the Buyers decision whether to decide to rectify any defects.

All spares, additional units serviced and replaced are to be charged additionally to that proposed by the Company. All defects found are to be reported and quoted for separately to the Company’s proposal. All equipment that requires replacing during the service will be charged separately to the Company’s original proposal. All service reports and certification will be forwarded on completion of the maintenance as proposed.

12. Warranty:
12.1. Terms in this contract excluding or limiting liability in relation to breach of the terms implied by the Supply of Goods (Implied Terms) Act 1973 or the Sale of Goods Act 1979 do not apply when this Contract between the Company and the Buyer when the Buyer deals as a consumer.

12.2. Subject to paragraph 12.1 above, all terms conditions or warranties – statutory (including those mentioned above), common law or otherwise – as to (i) the correspondence of the Goods to any description, or (ii) the satisfactory quality of the Goods, or (iii) the fitness of the Goods for any purpose whatsoever (whether made known to the Company or not) are hereby excluded to the fullest extent permitted by law from the Contract.

12.3. The Company warrants only that the Goods are reasonably free from defects in design (except any design submitted or specified by the Buyer) in materials and in workmanship, such warranty (“the Warranty”) to cover only defects becoming apparent in the period of one year, unless otherwise agreed in writing between the Company and the Buyer and signed by a duly authorised representative of the Company, from invoice date which are notified in writing by the Buyer to the Company within seven days of their becoming apparent.

12.4. The Company’s obligations to the Buyer under the Warranty shall not apply:
(i) To damage caused by the Buyer or any third party’s act, default or misuse of the Goods or by failure to follow any instructions supplied with the goods;
(ii) If the Goods have been stored, handled, installed or applied in such a way that damage is likely to occur:
(iii) If the Goods are altered modified or repaired.
(iv) Failure of the Buyer to not comply with the Company’s terms and conditions.

12.5. If within one year after delivery there shall appear in the Goods any defect which shall arise under proper use from faulty materials, workmanship, or design (other than a design made, furnished, or specified by the Buyer for which the Company had disclaimed responsibility), and the Buyer shall give notice thereof in writing to the Company, the Company shall, provided that the defective goods or defective parts thereof have been returned to the Company if he shall have so required, make good the defects either by repair or, at the option of the Company, by the supply of a replacement. Batteries and any other consumables supplied with goods are specifically excluded from this product warranty. The liability of the Company to the Buyer under the Warranty shall be limited to the repair or replacement of the Goods. Advance replacements may be issued in lieu of product return within the first year of the warranty upon liaising with the customer, or a defective unit may be returned to the company for warranty repair / replacement. The Company shall not be responsible for any costs associated with any related carriage.

12.6. Save for liability for death or personal injury arising from the Company’s negligence (which if proved is not excluded) the Company’s obligation to repair or replace as aforesaid shall constitute the full extent of the Company’s liability (in contract or tort or otherwise) in respect of any loss or damage sustained by the Buyer whether caused by any breach of the Contract or misrepresentation or by the negligence of the Company, its employees or agents or arising from any other cause whatsoever and the Company shall not be liable for any consequential economic direct or indirect loss suffered by the Buyer arising therefrom.

12.7. Warranty periods are subject to manufacturer specifications. Installation warranty is generally twelve months unless stated otherwise. Any manufacturer warranty period greater than twelve months does not include the labour component, which will be required to be quoted for separately if required.

13. Force Majeure:
13.1. In so far as the performance of the Company may be affected by any strike, any lack of available shipping or transport of materials, any restriction, regulation or decree by any local or municipal authority or government department or by any cause beyond the Company’s reasonable control (which shall be construed without reference to the preceding causes) the Company may elect at its absolute discretion either:
(i) To terminate the Contract, or
(ii) To proceed to perform or continue to perform under the contract within a reasonable time after the termination of such events or circumstances.
13.2. In the event that the Company makes an election under Clause 13.1. the Buyer shall accept the Goods or such part of them as are delivered to it notwithstanding any delay.

14. Divisibility: This Contract is divisible. Each delivery under this Contract shall be deemed to arise from a separate Contract and shall be invoiced separately. Any invoice for delivery shall be payable in accordance with clauses 3 and 8 above without reference to and not withstanding any defect or default in delivery of any other instalment. All Errors and Omissions within this document are Excepted.


15. Miscellaneous:
15.1. Except as otherwise expressly provided by this agreement none of the Conditions of this agreement shall be enforceable by any person who is not party to it.
15.2. All Intellectual Property rights sued in or produced from or arising as a result of the performance of this contract shall, so far as not already so vested, become the absolute property of the Company, and the Buyer will do all that is reasonably necessary to ensure that such rights vest in the Company (as, without prejudice to the generality of the foregoing) by the execution of appropriate instruments, or the making of agreements with third parties.
15.3. All notices and communications given under these Conditions shall be in writing or other durable form and shall be deemed to have been given:
(i) When delivered, if delivered personally or by messenger during normal business hours (or on the commencement of the first working day thereafter);
(ii) When sent, if transmitted by telex, facsimile or electronic mail during normal business hours or on the commencement of the first working day thereafter; or
(iii) On the second business day following mailing by certified or registered mail.
In all the above cases, the communication will be deemed to have been sent or delivered to the correct address or number if sent to the last known address or number.
15.4. If any provision of these Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Conditions, and the validity and enforceability of the other provisions of these Conditions shall not be affected. If a provision of these Conditions (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.


16. Proper Law: The Contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law and shall be subject to the jurisdiction of the English Court.


Signed P. Ranson

For and on behalf of the Company Dated: 3rd May 2016

The information contained within any of the Company’s correspondence including any proposals may be privileged, confidential or exempt from disclosure under applicable law and is intended for the use of the Buyer specifically authorised to receive it. If you are not the intended recipient, you are notified that any use, dissemination or copying of this communication is strictly prohibited. If you have received this communication in error, or if any problems occur with transmission, please notify the Company immediately by telephone.


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