Page 132 - Fire Depot Product Catalogue_FD22
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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
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