Page 132 - Fire Depot Product Catalogue_FD22
P. 132
Terms and Conditions
The customer’s attention is drawn in particular to the the Supplier for actual or alleged infringement of a third of the defective Goods in full.
provisions of clause 9. party’s intellectual property rights arising out of or in 5.3 The Supplier shall not be liable for Goods’ failure
connection with the Supplier’s use of the Specification. to comply with the warranty set out in clause 5.1 in any
1. Interpretation This clause 3.2 shall survive termination of the Contract. of the following events:
1.1 Definitions. In these Conditions, the following 3.3 The Supplier reserves the right to amend the 5.3.1 the Customer makes any further use of such
definitions apply: specification of the Goods if required by any applicable Goods after giving notice in accordance with clause 5.2;
Business Day: a day (other than a Saturday, Sunday statutory or regulatory requirements. 5.3.2 the defect arises because the Customer failed
or public holiday) when banks in London are open for 3.4 The ownership of any intellectual property of to follow the Supplier’s oral or written instructions as
business. any type including but not limited to computer code, to the storage, commissioning, installation, use and
Conditions: the terms and conditions set out in this copyright, design right or any patentable invention maintenance of the Goods or (if there are none) good
document as amended from time to time in accordance created or owned by the Supplier shall remain with trade practice regarding the same;
with clause 11.6. the Supplier but the Customer shall have a free and 5.3.3 the defect arises as a result of the Supplier
Contract: the contract between the Supplier and the unencumbered right to use any such intellectual property following any drawing, design or Specification supplied
Customer for the sale and purchase of the Goods in solely for the purpose of using the Goods, such free by the Customer;
accordance with these Conditions. and unencumbered right shall be personal and is not 5.3.4 the Customer alters or repairs such Goods
Customer: the person or firm who purchases the Goods transferable. without the written consent of the Supplier;
from the Supplier. 5.3.5 the defect arises as a result of fair wear and
Force Majeure Event: has the meaning given in clause 4. Delivery tear, willful damage, negligence, or abnormal storage or
10. 4.1 The Supplier shall deliver the Goods to the working conditions; or
Goods: the goods (or any part of them) set out in the location set out in the Order or such other location as the 5.3.6 the Goods differ from their description or the
Order. parties may agree (Delivery Location) at any time after Specification as a result of changes made to ensure
Order: the Customer’s order for the Goods, as set out the Supplier notifies the Customer that the Goods are they comply with applicable statutory or regulatory
in the Customer’s purchase order form, the Customer’s ready. requirements.
written acceptance of the Supplier’s quotation, or 4.2 Delivery of the Goods shall be completed on the 5.4 Except as provided in this clause 5, the Supplier
overleaf, as the case may be. Goods’ arrival at the Delivery Location. shall have no liability to the Customer in respect of
Specification: any specification for the Goods, including 4.3 Any dates quoted for delivery are approximate the Goods’ failure to comply with the warranty set out
any related plans and drawings, that is agreed in writing only, and the time of delivery is not of the essence. The in clause 5.1.
by the Customer and the Supplier. Supplier shall not be liable for any delay in delivery of the 5.5 The terms implied by sections 13 to 15 of the Sale
Supplier: Sentura Group Ltd, a company incorporated Goods that is caused by a Force Majeure Event or the of Goods Act 1979 are, to the fullest extent permitted by
in England and Wales under number 09100012 whose Customer’s failure to provide the Supplier with adequate law, excluded from the Contract.
registered office is at Sentura House, 3 Lands End Way, delivery instructions or any other instructions that are 5.6 These Conditions shall apply to any repaired or
Oakham, Rutland, LE15 6RB . relevant to the supply of the Goods. replacement Goods supplied by the Supplier.
4.4 If the Supplier fails to deliver the Goods, its liability
1.2 Construction. In these Conditions, the following shall be limited to the costs and expenses incurred by 6. Title and Risk
rules apply: the Customer in obtaining replacement goods of similar 6.1 The risk in the Goods shall pass to the Customer
1.2.1 A person includes a natural person, corporate or description and quality in the cheapest market available, on completion of delivery.
unincorporated body (whether or not having separate less the price of the Goods. The Supplier shall have no 6.2 Title to the Goods shall not pass to the Customer
legal personality). liability for any failure to deliver the Goods to the extent until the earlier of:
1.2.2 A reference to a party includes its personal that such failure is caused by a Force Majeure Event 6.2.1 the Supplier receives payment in full (in cash or
representatives, successors or permitted assigns. or the Customer’s failure to provide the Supplier with cleared funds) for the Goods and any other goods that
1.2.3 A reference to a statute or statutory provision is a adequate delivery instructions or any other instructions the Supplier has supplied to the Customer in respect of
reference to such statute or provision as amended or re- that are relevant to the supply of the Goods. which payment has become due, in which case title to
enacted. A reference to a statute or statutory provision 4.5 If the Customer fails to take delivery of the Goods the Goods shall pass at the time of payment of all such
includes any subordinate legislation made under that within three Business Days of the Supplier notifying the sums; and
statute or statutory provision, as amended or re-enacted. Customer that the Goods are ready, then, except where 6.2.2 the Customer resells the Goods, in which case
1.2.4 Any phrase introduced by the terms including, such failure or delay is caused by a Force Majeure Event title to the Goods shall pass to the Customer at the time
include, in particular or any similar expression shall be or the Supplier’s failure to comply with its obligations specified in clause 6.4.
construed as illustrative and shall not limit the sense of under the Contract: 6.3 Until title to the Goods has passed to the
the words preceding those terms. 4.5.1 delivery of the Goods shall be deemed to have Customer, the Customer shall:
1.2.5 A reference to writing or written includes faxes been completed at 9.00 am on the third Business Day 6.3.1 store the Goods separately from all other goods
and e-mails. after the day on which the Supplier notified the Customer held by the Customer so that they remain readily
that the Goods were ready; and identifiable as the Supplier’s property;
2. Basis of Contract 4.5.2 the Supplier shall store the Goods until delivery 6.3.2 not remove, deface or obscure any identifying
2.1 These Conditions apply to the Contract to the takes place, and charge the Customer for all related mark or packaging on or relating to the Goods;
exclusion of any other terms that the Customer seeks costs and expenses (including insurance). 6.3.3 maintain the Goods in satisfactory condition and
to impose or incorporate, or which are implied by trade, 4.6 If 10 Business Days after the day on which the keep them insured against all risks for their full price from
custom, practice or course of dealing. Supplier notified the Customer that the Goods were the date of delivery;
2.2 The Order constitutes an offer by the Customer ready for delivery the Customer has not taken delivery 6.3.4 notify the Supplier immediately if it becomes
to purchase the Goods in accordance with these of them, the Supplier may resell or otherwise dispose of subject to any of the events listed in clause 8.2; and
Conditions. The Customer is responsible for ensuring part or all of the Goods and, after deducting reasonable 6.3.5 give the Supplier such information relating to the
that the terms of the Order and any applicable storage and selling costs, account to the Customer for Goods as the Supplier may require from time to time.
Specification submitted by the Customer are complete any excess over the price of the Goods or charge the 6.4 Subject to clause 6.5, the Customer may resell or
and accurate. Customer for any shortfall below the price of the Goods. use the Goods in the ordinary course of its business (but
2.3 The Order shall only be deemed to be accepted 4.7 The Customer shall not be entitled to reject the not otherwise) before the Supplier receives payment for
when the Supplier issues a written acceptance of the Goods if the Supplier delivers up to and including 5% the Goods. However, if the Customer resells the Goods
Order, at which point the Contract shall come into more or less than the quantity of Goods ordered, but a before that time:
existence. pro rata adjustment shall be made to the Order invoice 6.4.1 it does so as principal and not as the Supplier’s
2.4 The Contract constitutes the entire agreement on receipt of notice from the Customer that the wrong agent; and
between the parties. The Customer acknowledges that it quantity of Goods was delivered. 6.4.2 title to the Goods shall pass from the Supplier
has not relied on any statement, promise, representation, 4.8 The Supplier may deliver the Goods by to the Customer immediately before the time at which
assurance or warranty made or given by or on behalf of instalments, which shall be invoiced and paid for resale by the Customer occurs.
the Supplier which is not set out in the Contract. separately. Each instalment shall constitute a separate 6.5 If before title to the Goods passes to the
2.5 Any samples, drawings, descriptive matter, Contract. Any delay in delivery or defect in an instalment Customer the Customer becomes subject to any of the
or advertising produced by the Supplier and any shall not entitle the Customer to cancel any other events listed in clause 8.2, then, without limiting any
descriptions or illustrations contained in the Supplier’s instalment. other right or remedy the Supplier may have:
catalogues or brochures are produced for the sole 6.5.1 the Customer’s right to resell the Goods or use
purpose of giving an approximate idea of the Goods 5. Quality them in the ordinary course of its business ceases
described in them. They shall not form part of the 5.1 The Supplier warrants that on delivery, and for a immediately; and
Contract or have any contractual force. period of 12 months from the date of delivery (warranty 6.5.2 the Supplier may at any time:
2.6 A quotation for the Goods given by the Supplier period), the Goods shall: 6.5.2.1 require the Customer to deliver up all Goods in its
shall not constitute an offer. A quotation shall only be 5.1.1 conform in all material respects with their possession which have not been resold, or irrevocably
valid for a period of 20 Business Days (or such other description and any applicable Specification; incorporated into another product; and
period confirmed by the Supplier in writing) from its date 5.1.2 be free from material defects in design, material 6.5.2.2 if the Customer fails to do so promptly, enter any
of issue. and workmanship; and premises of the Customer or of any third party where the
5.1.3 be of satisfactory quality (within the meaning of Goods are stored in order to recover them.
3. Goods the Sale of Goods Act 1979).
3.1 The Goods are described in the Supplier’s 5.2 Subject to clause 5.3, if: 7. Price and Payment
catalogue as modified by any applicable Specification. 5.2.1 the Customer gives notice in writing to the 7.1 The price of the Goods shall be the price set out
3.2 To the extent that the Goods are to be Supplier during the warranty period within a reasonable in the Order, or, if no price is quoted, the price set out in
manufactured in accordance with a Specification time of discovery that some or all of the Goods do not the Supplier’s published price list in force as at the date
supplied by the Customer, the Customer shall indemnify comply with the warranty set out in clause 5.1; of delivery.
the Supplier against all liabilities, costs, expenses, 5.2.2 the Supplier is given a reasonable opportunity of 7.2 The Supplier may, by giving notice to the
damages and losses (including any direct, indirect or examining such Goods; and Customer at any time before delivery, increase the price
consequential losses, loss of profit, loss of reputation 5.2.3 the Customer (if asked to do so by the Supplier) of the Goods to reflect any increase in the cost of the
and all interest, penalties and legal and other reasonable returns such Goods to the Supplier’s place of business Goods that is due to:
professional costs and expenses) suffered or incurred by at the Supplier’s cost, the Supplier shall, at its option, 7.2.1 any factor beyond the Supplier’s control
the Supplier in connection with any claim made against repair or replace the defective Goods, or refund the price (including foreign exchange fluctuations, increases in
Page: 132 ORDER BEFORE 4PM FOR NEXT DAY DELIVERY