Consultation

Terms and Conditions

1. INTERPRETATION

1.1 The definitions in this clause apply in these Terms:
Accepted Order means an Order:
(i) that is accepted by us pursuant to clause 2.2; or
(ii) in respect of which we issue an Order Acknowledgement in accordance with clause 2.3.2,
in respect of which there is a Contract.
Account Form: means a form which in our sole opinion has been properly completed and contains sufficient information in order for us to consider allowing you to make payment for the Goods in accordance with clause 10.4.
Bespoke Goods: means any Goods which are made to a Specification or which are made specifically to your requirements (as notified to us either verbally or in writing).
Business Customer means a Buyer who is not a Consumer.
Buyer: you, the person who purchases Goods from us.
Call-Off means and Order for Goods where the Goods the subject of the Order:
(i) do not have a fixed delivery date as at the date that the Contract is entered into; and
(ii) are to be delivered in one or more instalments during the Call-Off Period at such times and on such dates notified by us to you following your request for the delivery of one or more of the Goods the subject of the Call-Off.
Call-Off Period means the period over which the Goods the subject of a Call-Off are to be delivered as set out in the Order Acknowledgement or otherwise agreed between us.
Company: means Safety Letterbox Company Limited (a company registered in England and Wales with company number 01978795) whose registered office is at Unit 1B, Milland Industrial Estate, Neath, West Glamorgan, United Kingdom, SA11 1NJ.
Contract means the contract between us and you for the sale and purchase of the Goods (together with any applicable installation services) set out in an Accepted Order in accordance with the terms of these Terms.
Consumer: a Buyer who is and individual and is purchasing Goods outside of the context of his trade, business or profession.
Fire Safety Order means The Regulatory Reform (Fire Safety) Order 2005.
Fire Safety Regulations means the Fire Safety Order, the FSR and the Fire Safety Act 2021 and any other applicable legislation relating to fire safety which applies or is applicable to the use by you of any Goods (including without limitation, any SIBS).
Force Majeure Event: shall have the meaning given in clause 14.1.
FSR means the Fire Safety (England) Regulations 2022.
Goods: the goods (or any part of them) set out in the Accepted Order, including without limitation, any Bespoke Goods.
Order: your order for the Goods, which order shall be in writing in a form approved by us and may incorporate our Quotation.
Pro-Forma Payment Terms: means an invoice that may be created once Goods are ordered and if created, must be paid prior to us manufacture if made to order or dispatching the Goods if in stock.
Pre-Installation Questionnaire: means a questionnaire provided by the Company to you for completion prior to the Quotation being provided.
Quotation: the quote for the Goods we shall send you prior to your Order.
Responsible Person shall have the meaning given to it in the Fire Safety Order;
Terms: the terms and conditions set out in this document.
SIB means a secure information box as described in regulation 4 of the FSR.
Specification: any specification for the Goods that is agreed in writing between the Buyer and the Company.
VAT shall have the meaning given to it in clause 10.2.
Warranties shall have the meaning given to it in clause 6.2 and each of the Warranties shall be a Warranty.
websites: means www.safetyletterbox.com; www.postboxsolutions.co.uk; www.letterboxes.co.uk; www.me-fa.co.uk and all other websites operated by the Company.
writing: or written includes faxes and e-mail.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality.

1.3 Reference to one gender shall include reference to the other genders.

1.4 Wors in the singular shall include the plural and the plural shall include the singular.

1.5 Headings do not affect the interpretation of these Terms.

1.6 Reference to ‘we’, ‘us’, ‘our’ and such like terms will refer to the Company.

1.7 Reference to ‘you’ and such like terms will refer to the Buyer.

1.8 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.

1.9 Unless expressly provided otherwise in these Terms a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

2. BASIS OF SALE

2.1 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade customer, practice or course of dealing.

2.2 Subject to clause 2.3:

2.2.1 your Order constitutes an offer by you to purchase the Goods (and any installation services relating thereto) in accordance with these Terms. You are responsible for ensuring that that the terms of the Order and any applicable Specification and/or requirements for any Bespoke Goods are complete and accurate before you commit yourself to contract with us for the purchase of the Goods;

2.2.2 Your Order shall only be deemed to be accepted when we notify you that we accept your Order, such notice of acceptance may be given by us verbally or in writing (Order Acknowledgement).

2.2.3 the Contract in relation to the Accepted Order shall come into existence upon our giving you our Order Acknowledgement, whereupon you shall be bound to by these Terms.

2.3 If you are a Business Customer:

2.3.1 you must provide us with a purchase order before we start any works in relation to an Order and for the avoidance of doubt, we will not begin the manufacture of any Goods the subject of any such order unless we receive a purchase order from you in relation to that order; and

2.3.2 where your purchase order includes your terms and conditions of purchase, our Order Acknowledgement shall constitute an offer by us sell you the Goods (and any installation services relating thereto) set out in the Order in accordance with these Terms and you shall be deemed to have accepted our offer upon receipt of our Order Acknowledgement;

2.3.3 the Contract in relation to the Order the subject Order Acknowledgement issued pursuant to clause 2.3.2 shall come into existence upon your receipt of our Order Acknowledgement, whereupon you shall be bound by these Terms.

2.4 In the event that there are any terms and conditions within an Accepted Order which are inconsistent with these Terms and we have specifically agreed in writing will apply in relation to the Contract (Specifically Agreed Terms), then the Specifically Agreed Terms shall prevail.

2.5 Any Quotation given or prepared by us in relation to any Goods:

2.5.1 is given and prepared on the basis that it shall not constitute an Offer for the sale of Goods the subject of the Quotation; and

2.5.2 shall only be valid for a period of 7 calendar days from the date of issue unless we notify you in writing that we have withdrawn it during this period.

2.6 We shall assign an order number to an Accepted Order and inform you of it in the Order Acknowledgement. Please quote the order number in all subsequent correspondence with us relating to the Accepted Order.

2.7 Notwithstanding any other terms and conditions which may by virtue of these Terms apply to a Contract,

2.8 Cancellations of Accepted Orders shall be dealt with in accordance with clauses 4 (Consumers) and 5 (Non-consumers) below.

2.9 Subject to clauses 4 and 5 of these Terms (where applicable) in the event you wish to change or reduce the number or size of Goods the subject of an Accepted Order, the full amount of your Accepted Order remains payable.

2.10 If you think there is a mistake or omission in you Order or our Order Acknowledgement, please contact us immediately. Any changes to the Specification for the Goods or other variation to the Terms or Accepted Order that you agree with our authorised employees and agents will only be binding if recorded in writing.

2.11 On placing an Order, you are responsible for confirming whether the Order shall be subject to zero rated tax.

2.12 Unless specifically stated, packing cases and the like are not included in any tender/Quotation for the supply of goods and we reserve the right to charge you for all packing cases, pallets and any other packing materials used in connection with the delivery of any Goods.

2.13 You hereby acknowledge that if we are unable to install Goods as a result of your failure to ensure there is sufficient aperture to install the Goods, we reserve the right to invoice you for the full cost of the Accepted Order together with any other charges and/or costs incurred by us as a result of your failure.

2.14 It will be your sole responsibility to ensure that any Goods purchased by you comply with relevant:

3.1.1 building regulations;

3.1.2 any applicable Fire Safety Regulations; and

3.1.3 any other applicable legal provisions or statutory instrument in force from time to time as is applicable to the use by you of any Goods.

2.15 You shall indemnify and hold us harmless and indemnified against any liability or adverse consequence of whatsoever nature as we may at any time hereafter have to suffer or sustain as a result or in consequence of your failure to in accurately complying with clauses 2.10 to and including clause 2.14.

2.16 We have the right to revise and amend these Terms from time to time on giving you at least 14 calendar days’ notice in writing provided that any variation which may be required by applicable law will be effectively immediately.

2.17 Where your Accepted Order relates to a Call-Off, the then current version of these Terms shall apply in relation to the Goods (and any applicable installation services) called-off for delivery.

3. ORDERING FROM OUR WEBSITES

3.2 You shall be deemed to have placed an Order with us on our websites if you submit an order using our online checkout process. As part of our checkout process you will be given the opportunity to check your Order and to correct any errors.

3.3 In accordance with clause 2.2 above, unless:

3.3.1 we have notified you that we do not accept your Order; or

3.3.2 you are a Consumer and you have cancelled your Order in accordance with clause 4; or

3.3.3 clause 2.3 applies,
the Contract between us will come into existence upon our sending you our Order Acknowledgement.

3.4 Our Order Acknowledgement will detail the Goods that are the subject of the Contract and you will be charged upon our sending our Order Acknowledgement to you.

3.5 We may in our sole discretion refuse in to accept an Order for any reason including but not limited to

3.5.1 where we cannot obtain authorisation for your payment; or

3.5.2 if there has been a pricing or product description error; or

3.5.3 where goods ordered by you are not available; or

3.5.4 if we do not deliver to your area.

3.6 Where we do not accept your Order but have processed your payment, we will re-credit your account with any amount deducted by us from your debit or credit card as soon as possible, but in any event within 30 days of your Order. You hereby accept that should it become necessary to re-credit your account, we will not be liable in any way to pay any amount additional to that which was deducted by us from debit or credit card upon receipt of the Order Acknowledgement.

4. CANCELLATION OF CONTRACTS FOR GOODS & RETURNS POLICY – FOR CONSUMERS ONLY

4.1 Subject to the remaining terms of this clause 4, if you are a Consumer, you have a legal right to change your mind about your purchase, cancel an Accepted Order and receive a refund for the Goods paid for by you (including any standard delivery costs paid in relation to the dispatch of the Goods to you).

4.2 Your right to change your mind and cancel an Accepted Order does not apply in relation to any:

4.2.1 Goods that have been used in any way; and/or

4.2.2 Bespoke Goods; and/or

4.2.3 any installation services we supply pursuant to clause 11, once these services have been completed.

4.3 If you change your mind about any Goods the subject of an Accepted Order and wish to cancel or wish to exchange the Goods, you must let us know no later than 14 days after the date that we deliver your Goods to you.

4.4 Where you wish to change your mind and cancel an Accepted Order and/or request that your Goods be exchanged you can notify us by either:

4.4.1 sending an e-mail to [email protected]; or

4.4.2 completing the Cancellation Form on our website at: https://safetyletterbox.com/contact/cancellation-form/; and
if you cancel your Accepted Order or wish request an exchange after the Goods have been dispatched to you, you must also ensure that the Goods are returned to us at your own cost in the same condition in which they were dispatched to you within 14 days of you notifying us that you have changed your mind and wish to cancel your Accepted Order.

4.5 Any Goods to be returned to us should be sent back to us using an established delivery service. You should keep a receipt or other evidence from the delivery service that proves you have sent the Goods and when you sent them. If you do not do this and we do not receive the Goods at all or within a reasonable time you shall be liable to pay for the Goods.

4.6 If any Goods and/or any packaging in which the Goods were delivered to you are returned to us:

4.6.1 with any damage; and/or
4.6.2 with any parts or accessories missing; and/or

4.6.3 the condition of the Goods is otherwise not “as new” ,
(in each case, to be determined by us in our sole discretion) then you shall be required to compensate us for the Goods’ reduced value and where you are due a refund for the Goods, we reserve the right to reduce the amount of the refund due by the amount of the compensation which you are required to pay to us on account of the Goods’ reduction in value.

4.7 Where subject to clause 4.6:

4.7.1 a refund is due to you, we shall refund you;

4.7.2 an exchange credit is due to you, we shall issue the exchange credit to you,
within 14 days of receiving the Goods back from you.

4.8 The provisions of this clause do not affect your statutory rights.

5. CANCELLATION POLICY – BUSINESS CUSTOMERS

5.1 If you are a Business Customer, you may, subject to the remaining provisions of this clause 5, cancel an [Accepted] Order by notice in writing to us.

5.2 Where an Accepted Order is cancelled in accordance with clause 5.1, the following cancellation charges shall be payable by you:

5.2.1 30% of the total value of the Accepted Order will be charged for any cancellations notified to us within 2 weeks of the date of the Order;

5.2.2 50% of the total value of the Order will be charged for any cancellations 2-4 weeks from the date of the Order; and

5.2.3 100% of the total value of the Order will be charged for any cancellations notified to us 4 weeks or more from the date of the Order.

5.3 In addition to the cancellation charges set out in clause 5.2, the following administration fees shall be payable by you:

5.3.1 the sum of £100 plus VAT for any Accepted Order cancelled; or

5.3.2 the sum of £250 plus VAT for any Accepted Order cancelled which involved a site visit to your premises.

5.4 The administration fees set out in clause 5.3 will be invoiced to you and are payable within 30 days of the date of the invoice.

5.5 Notwithstanding our rights pursuant to clause 5.2, where your Accepted Order includes a Call-Off and you give us notice to cancel the Accepted Order before all the Goods the subject of the Call-Off are delivered in accordance with clause 7, the Company reserves the right (in its absolute discretion (and you here by accept such right)) to charge you an administration fee of an amount to be determined by us in our absolute discretion to reflect the preparation and or manufacturing work undertaken by us in relation to the Call-Off.

6. THE GOODS

6.1 Unless otherwise specified, all dimensions provided relate to product size and not the actual opening sizes required for installation. You are responsible for ensuring that there is sufficient aperture to allow installation of the Goods. You can obtain further details by contacting our sales team.

6.2 Subject to clause 6.4 below, we shall, at our option and at our absolute discretion, repair or replace the Goods or part of them if:

6.2.1 following notice in writing given by you and received by us within the period of 12 months from the date of delivery of the Goods there occurs any of the events specified in paragraph

6.3.1 below only; or

6.2.2 following notice in writing given by you and received by us within the period of two months from the date of delivery of the Goods there occurs any of the events specified in paragraph 6.2.2 to 6.2.5 below.

(together the “Warranties”).

6.3 The events referred to in clause 6.2 are the following:

6.3.1 the goods are found to be defective solely by reason of faulty design, materials or workmanship after proper use;

6.3.2 the goods are found not to be of merchantable quality, except as regards to defects which are specifically drawn to your attention before the contract was made or, where you have examined the Goods before the contract was made;

6.3.3 where the Goods are sold by description, the Goods are found not to correspond with that description.

6.3.4 where the Goods are sold by sample, the bulk of the Goods are found not to correspond with the sample in quality.

6.3.5 where you have expressly made known to us in writing both the particular purpose for which the Goods are being bought and that you rely on our skill and judgement in that regard, the Goods are found not to be reasonably fit for that purpose.

6.4 You hereby acknowledge and agree that the Warranties shall not apply where the Goods are defective or damaged as a result of:

6.4.1 misuse of the Goods.

6.4.2 failure to carry out or properly carry out regular maintenance including but not limited to such maintenance as detailed in our maintenance schedule found at https://safetyletterbox.com/maintenance-guide/ (the “Maintenance Schedule”);

6.4.3 accidental damage, wilful damage, negligence, collision, fire, theft or vandalism.

6.4.4 any modifications, alterations or tampering of the Goods;

6.4.5 damage or corrosion from the environment such as acid rain, airborne fall out (chemical, bird lime, tree sap etc.), salt, road hazards, hail, wind, storm, lightening, floods or other acts of God;

6.4.6 lack of maintenance or failure to properly maintain (including but not limited to your failure to use proper noncorrosive cleaning products and your failure to adhere to the Maintenance Schedule);

6.4.7 normal wear and tear or deterioration such as discolouration, fading or deformation; and

6.4.8 your failure to store the Goods in accordance with clause 6.5 below and in accordance with any other oral or written instructions that we may provide.

6.5 The Goods will be your responsibility from the time of delivery, and you shall be responsible for maintaining the condition of the Goods prior to installation by ensuring that the Goods are:

6.5.1 kept out of direct sunlight;

6.5.2 not stored externally in wet conditions;

6.5.3 not stacked; and

6.5.4 not subject to condensation as a result of being exposed to heat.

6.6 Charges incurred by us inspecting and/or testing any Goods in circumstances where you have alleged that there is a breach of one or more of the Warranties (a “Breach”) shall be payable by you if the Company determines that there has been no Breach and/or the terms of clause 6.4 apply.

6.7 Where the Goods are not manufactured by us, you are entitled to the benefit of any warranty given to us in this respect save for where this is expressly prohibited by that warranty.

6.8 Where you are a:

6.8.1 Consumer, the Warranties are in addition to any legal rights in relation to Goods which are faulty, or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or trading standards office;

6.8.2 Business Customer, all terms implied by sections 13 – 15 of the Sales of Goods Act 1979 and sections 3, 4 and 5 of the Supply and Goods and Services Act 1982 are, to the fullest extent permitted excluded from the Contract.

6.9 These Terms apply to any repaired or replacement Goods we supply to you.

6.10 Our products are carefully inspected and where practical and necessary tested at factory before despatch. Inspection by you or other mutually agreed inspector can be carried out during normal working hours. Seven days’ notice will be required of the date and time for inspection. In the event of the inspector not attending at the date and time given, the inspection will proceed and shall be deemed to have been made in your presence.

6.11 Unless otherwise agreed in writing, any tests required relating to the performance of the equipment specified therein shall be conducted in accordance with the British Standard Specifications.

7. DELIVERY

7.1 Subject to any rights which we may otherwise have under clause 10 of these Terms, we will endeavour to deliver the Goods to you:

7.1.1 on or around the date stated on the Order Acknowledgement as the ‘Required by’ date; or

7.1.2 in relation to any Goods called off for delivery pursuant to a Call-Off, on the date that we notify you that we will deliver the Goods,
(Anticipated Delivery Date).

7.2 Delivery of the Order shall be completed on completion of the unloading of the Goods at the location specified in the Order Acknowledgement (or such other location agreed between us writing).

7.3 Subject to any rights which we may otherwise have under clause 10 of these Terms, we will take reasonable steps to meet the Anticipated Delivery Date or such other date that is otherwise agreed between us. However, dates and periods for delivery are only approximate and are not essential terms and occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you. Under no circumstances shall you be entitled to recover any losses including but not limited to loss of profits, penalty payments incurred or consequential loss or damage whatsoever arising from or in connection with delay in delivery or non-delivery.

7.4 If we are not able to deliver all of the Goods in an Accepted Order at one time due to operational reasons or shortage of stock, we will deliver the Goods in instalments. We will not charge you extra delivery costs for this.

7.5 If you ask us to deliver the Goods in an Accepted Order in instalments or the Accepted Order includes a Call-Off we may charge you extra delivery costs.

7.6 Subject to your right to cancel the Contract pursuant to clauses 4 or 5, we shall not be liable for late delivery of one or more instalments of the Goods and you shall be liable for and shall be required to take delivery of any future instalments of the Goods the subject of the Accepted Order.

7.7 Unless a stocked item, manufacture of an order will proceed only when all details are fully provided including colour, engraving details, stand sizes and any detail related to the finished product. Firm delivery dates will not be provided nor manufacture slots secured, prior to full details being made available for all aspects of the Order.

8. CARRIAGE

8.1 Unless otherwise agreed (or indeed due to a change in the nature of the delivery required), the price for delivery of the Goods to you shall be the price shown on the Order Acknowledgement for carriage.

8.2 Delivery will be to the address provided by you in the Order unless otherwise agreed in writing prior to despatch of your Goods.
8.3 Where your Order involves delivery outside of the UK we will contact you in advance of delivery to confirm the final delivery location, as our delivery service may terminate at the port of arrival.

8.4 You hereby acknowledge and accept that you will be responsible for unloading, checking, and accepting delivery of the Goods and for the safe custody of the Goods and you will be asked to sign for safe receipt.

8.5 Where you have signed for the Goods as being received, it will be implied that you have checked the Goods pursuant to your obligation under clause 8.4 and that the Goods have been received in good condition and undamaged save for such instances where you have specifically signed for the Goods as damaged and have clearly detailed the specific damage sustained to the Goods.

 

9. TITLE AND RISK

9.1 Risk in the Goods will pass to you upon completion of the delivery in accordance with clause 7.2.

9.2 Ownership of and title to the Goods will pass to you when we receive payment in full of all sums due for the Goods (including delivery charges).

9.3 Until ownership and title to the Goods passes to you, you will be responsible for maintaining the condition of the Goods and shall:

9.3.1 ensure that the Goods are:

9.3.1.1 stored separately from all other goods held by you so that they remain readily identifiable as our property;

9.3.1.2 kept out of direct sunlight;

9.3.1.3 not stored externally in wet conditions;

9.3.1.4 not stacked; and

9.3.1.5 not subject to condensation as a result of being exposed to heat;

9.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

9.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

9.3.4 notify us immediately if the Goods become subject to any of the events listed in clauses 9.3.1 – 9.3.3; and

9.3.5 give us such information as we may reasonably require from time to time relating to the Goods and your ongoing financial position.

9.4 We shall not be liable for any damage or defect to the Goods if it occurs as a result of your failure to follow our oral or written instructions for the storage, installation, use or maintenance of the Goods.

9.5 For the avoidance of doubt, you shall have no right to transfer the Goods to any third party until title to the Goods has passed to you pursuant to this clause 9.

9.6 At any time before title to the Goods passes to you, we may require you to deliver up all Goods in your possession that have not be irrevocably incorporated into or attached to any structure and if you fail to do so promptly, we shall be entitled to enter your premises or any premises of any third party where the Goods are stored in order to recover them.

10. PRICE AND PAYMENT

10.1 Subject to clause 10.2 the price of the Goods will be as set out in the Accepted Order (or where the goods are purchased on-line the price shall be as set out on our website at the time of the Order).

10.2 You acknowledge that:

10.2.1 we reserve the right to increases any prices as a result of any material costs and external conditions which impact or relate to the manufacture and delivery of the Goods; and

10.2.2 if an Order is placed on Call-Off, a revised price may be payable at the time of call off or delivery (as the case may be) due to the fluctuation in cost and selling process over the awaiting Call-Off Period.

10.3 The price for the Goods excludes:

10.3.1 amounts in respect of value added tax (“VAT”), which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and

10.3.2 the cost of any taxes or export duties, surcharge, or tariffs either existing at the date of the order or thereafter (“Duties”) imposed, such costs shall constitute a separate charge to be paid by you upon request (such charge may, at our sole discretion be payable by you in advance of delivery) and you hereby indemnify us with regard to any such Duties to which we may become liable.

10.4 For all new Buyers who are making their first Order with us or indeed any Buyer for which we reasonably require payment up front (decided upon in our absolute discretion), you shall be required to make full payment to us for the Goods ordered prior to us commencing production or dispatching such Goods in accordance with your Accepted Order. In such instances, you shall also be bound by any Pro-Forma Payment Terms which shall also apply.

10.5 We may in our absolute discretion and upon our approval of an Account Form, agree to invoice you for the Goods on or at any time we have dispatched the Goods for delivery. The invoice will quote the order number. You must pay the invoice in cleared monies within 30 calendar days of the date of the invoice or a period as agreed prior on the account acceptance form.

10.6 For the avoidance of doubt, should we request that you make full payment for:

10.6.1 the Goods prior to their production and/or dispatch by us in accordance with clause 10.3; and/or

10.6.2 any Duties in accordance with clause 10.2.2, and
such payment in full is not received from you by the Company in cleared funds, you hereby acknowledge and accept that we shall not be liable in any way for failing to provide the Goods in accordance with the Accepted Order.

10.7 In the event that:

10.7.1 you request that the Goods are stored by us beyond the agreed delivery date;

10.7.2 we store the Goods beyond the delivery date as a result of your failure to pay sums in advance of delivery in accordance with clauses 10.2.2 and/or 10.3,
the cost of such storage will be borne by you and you will be invoiced separately for such storage costs on a monthly basis until you notify us in writing that you are ready to accept delivery and/or make the relevant payment (as the case may be). Storage costs will be charged at a minimum of 10% of the total Accepted Order, additional costs may be incurred based on the size and number of boxes that are ordered.

10.8 You further hereby accept that in such instance as detailed in 10.6.1 we shall also be entitled to immediately raise an invoice for the costs of the Goods and your failure to accept delivery shall by no means alter the usual payment terms pursuant to this clause 10.

10.9 In the event that delivery is not required for at least 6 weeks in relation to an Accepted Order, we reserve the right to review price payable for the Goods the subject of the Accepted Order and invoice you the costs of the Goods (as if the Order was made on the date of delivery as opposed to the original Order date). This applies to Call-Off orders placed and required to be delivered at a date to be confirmed.

10.10 If you do not make any payment due to us by the due date for payment, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank UK plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with the overdue amount.

10.11 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any other outstanding Order until you have paid the outstanding amounts

11. INSTALLATION

11.1 Where you require us to erect and or install the Goods at your site, the price for installation will be set out on the Accepted Order (or separately agreed between us in writing).

11.2 All prices for installation are given on the understanding that:

11.2.1 free and suitable access to the site is available;

11.2.2 any building/construction or other work which we have not been contracted to complete will be ready and suitable for use and that our work may proceed without interruption during normal working hours;

11.2.3 we will be entitled to free use of such supplies of electricity, water, gas and compressed air as may be available at your site; and

11.2.4 we will be afforded the use of any cranes or lifting tackle which you may have available on site

11.3 For the avoidance of doubt, we reserve the right to subcontract the installation of the Goods.

11.4 We warrant that any installation services provided by us or a third party on our behalf shall be provided using reasonable skill and care.

11.5 Where we agree to provide all materials, labour, tools, and tackle for installation, we will require and you shall provide:

11.5.1 free and suitable access to the site upon which the Goods are to be installed;

11.5.2 use of such supplies of electricity, water, gas and compressed air as may be available at your site;

11.5.3 the use of any cranes or lifting tackle which you may have available on site

11.6 Where the services of your trained personnel or equipment are required for the installation of Goods, we shall not be liable for any act of negligence or any loss that may be suffered as a result of any act or omission of such person and/or the use of such equipment. You shall indemnify us against all claims by third parties as a result of any loss suffered by them as a consequence of us using your trained personnel and/or equipment.

11.7 Where the services of a third party skilled installer(s) is/are necessary for assisting in the installation of the Goods, we do not include the cost of that labour, or for any tools, tackle or other materials or services required for such installation, nor is responsibility or liability accepted for use of the same.

11.8 We will use our reasonable endeavours to ensure that any labour supplied by us will be reasonably skilled and competent in the work required in accordance with our warranty at clause 11.4, but we shall not be liable for any act of negligence or default of third party installer in carrying out that work (whether or not we referred that installer to you) and you undertake to indemnify us against all claims by third parties to whom we may become liable for loss or damage caused or contributed to by such third party installer in and about the installation work required.

11.9 Prior to the Company providing the quotation for any installation services, we shall first require a Pre-Installation Questionnaire to be completed and any price set in the Accepted Order in relation to such services shall be conditional on the accuracy of the answers provided on the Pre-Installation Questionnaire.

11.10 Should extra cost be incurred in our sole and absolute opinion during installation owing to suspension of work on your instructions; a failure to properly complete and provide accurate answers to the Pre-Installation Questionnaire in accordance with clause 11.89 or lack of instructions, interruption, delays, overtime, unusual working hours or other causes over which we have no reasonable control, you hereby acknowledge and accept that such extra costs involved will be added to the contract price for which you shall be liable to pay.

11.11 A post- installation sign off sheet must be completed and signed off by you and the installer and all aspects fully inspected. Any tampering or dismantling of the product post-install, deems any warranty cover and after sales support nil and void. It also excludes the liability of the product if left unsecured or interfered with in any way post install by any party except the manufacturer and installer.

12. PRODUCT LIABILITY

12.1 If the Goods we deliver are not what you ordered or there is a breach of Warranty in respect of all or part of the Goods, we shall have no liability to you unless you have signed for the Goods as damaged on delivery as per clause 8.5 or notified us on delivery that we have not delivered the required quantity of Goods.

12.2 If you notify us that the Goods are not what you ordered or there is a breach of Warranty in respect of all or part of the Goods, our sole obligation to you, will be to (at our sole discretion and subject to us being satisfied that the Goods have been supplied otherwise than in accordance with these Terms and/or the Accepted Order) either:

12.2.1 make good any shortage or non-delivery; or

12.2.2 replace or repair any Goods that have been supplied in breach of Warranty; or

12.2.3 refund to you any amount paid by you for the Goods which are undelivered and/or which have been supplied in breach of Warranty. in question in whatever way we choose,
and we shall have no further liability to you in respect of any such Goods.

12.3 Save as precluded by law, we will not be liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any problem you notify to us under clause 8.5 or this clause 12 and we shall have no liability to pay any money to you by way of compensation.

12.4 You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase Goods from us. The importation or exportation of certain of our Goods to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the Goods you purchase.

13. LIMITATION OF LIABILITY

13.1 Subject to clause 13.3 and clause 13.4, we shall not be responsible for any losses that you suffer in connection with our failure to comply with these Terms, except for those losses which are a foreseeable consequence of such failure.

13.2 Subject to clause 13.4, we shall not be responsible for losses that result from our failure to comply with these Terms which fall into the following categories:

13.2.1 economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);

13.2.2 loss of goodwill or reputation.

13.2.3 special, indirect or consequential losses;

13.2.4 damage to or loss of data;

13.2.5 any waste of time; or

13.2.6 theft, fire or vandalism (including but by no means limited to any losses suffered as a result of the theft of mail or any items from any Goods supplied by the Company),
PROVIDED THAT, subject to clause 13.4, this clause 13.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.

13.3 Nothing in this agreement excludes or limits in any way our liability:

13.3.1 for death or personal injury caused by our negligence.

13.3.2 for fraud or fraudulent misrepresentation.

13.3.3 for any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;

13.3.4 IN RELATION TO GOODS SOLD TO CONSUMERS ONLY defective products under the Consumer Protection Act 1987; or

13.3.5 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

13.4 Our total liability to you in relation to an Accepted Order shall not exceed the purchase price for the Goods the subject of the Accepted Order.

13.5 We accept no liability whatsoever in respect of any security issues with the Goods after they have been delivered.

13.6 We accept no liability whatsoever in respect of any loss, damage or harm (including personal injury) suffered as a result of your mishandling of the Goods and/or the use of the Goods otherwise than in accordance with any handling instructions and/or guidance provided by us.

13.7 You agree, on behalf of yourself and your business entity or organisation, jointly and severally to indemnify us fully, defend and hold us and our offices, directors, employees and agents, harmless from and against all claims, liability damages, losses, costs (including reasonable legal and professional fees) arising out of any breach of the Terms by you, or your use of the Websites, or the use by any other person using your registration details.

14. EVENTS OUTSIDE OUR CONTROL

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (“Force Majeure Event”).

14.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following

14.2.1 strikes, lock-outs or other industrial action;

14.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

14.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

14.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

14.2.5 impossibility of the use of public or private telecommunications networks; or

14.2.6 pandemic or epidemic.

14.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

14.4 Upon signed off and inspected installation of our product, we will not take responsibility for any tampering, dismantling, cabling or adaption made to the product post-install by any third party. This may involve leaving the product unsafe or insecure or incorrectly installed.

15. DATA PROTECTION

15.1 We are a ‘data controller’ and gather and use certain information about you

15.2 Our privacy notice contains important information on who we are, how and why we collect, store, use and share personal information, your rights in relation to your personal information and details on how to contact us and the supervisory authority in the event you have a complaint. We will only use your personal information as set out in our privacy notice which is available on our website.

16. ASSIGNMENT

You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.

17. NOTICES

17.1 All notices sent by you to us must be sent to us:

17.1.1 at our address at: Unit 1B Milland Industrial Estate, Neath, West Glamorgan, United Kingdom, SA11 1NJ; or

17.1.2 by e-mail to: [email protected].

17.2 We may give notice to you at either the e-mail or postal address you provide to us in the Order.

17.3 Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter.

17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

18. GENERAL

18.1 You acknowledge that in entering into the Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or the Accepted Order. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Accepted Order.

18.2 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

18.3 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that, we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver, and we tell you so in writing.

18.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

18.5 These Terms shall be governed by English and Welsh law and we both agree to the non- exclusive jurisdiction of the English and Welsh courts.

19. SPECIALIST GOODS: SIB

19.1 Where your Accepted Order relates to your purchase of a SIB, you will be required, prior to our acceptance of your Order, to provide us with the details of the Responsible Person for the premises upon which the SIB is to be installed (“SIB Site”).

19.2 We operate a strict key registration policy in relation to the sale of SIBs and shall not be required to provide and/or deliver a key for a SIB to anyone other than Responsible Person for the SIB Site upon which that SIB is to be installed.

19.3 Subject to clause 19.4, you acknowledge that:

19.3.1 you and any person who shall request a key for a SIB, shall be required to comply with such policies and procedures that we may (in our sole discretion) put in place to determine that the person requesting the key or to whom we have been asked to send the key is the Responsible Person for a SIB Site (“SIB Policies”) prior to delivering any keys relating to a SIB; and

19.3.2 we shall have no liability whatsoever to the extent that you suffer any loss or damage whatsoever as a result of our withholding of, or delay in delivering, any keys for the SIB as a result of your (or any other person’s) failure (as determined by us in our sole discretion) to comply with or satisfy any investigations that we undertake as part of our SIB Policies;

19.3.3 you shall indemnify us for and hold us harmless against:

19.3.3.1 any claims that may be made against us; and/or
19.3.3.2 any loss, costs, damage, liability or expense that we suffer or incur in connection with our withholding of, or delay in delivering, any keys for the SIB as a result of your (or any other person’s) failure (as determined by us in our sole discretion) to comply with or satisfy any investigations that we undertake as part of our SIB Policies.

19.4 Notwithstanding the provisions of clause 19.3, we shall not be required to verify the information that you or any other person who holds themselves out as the Responsible Person for a SIB Site shall provide to us response to any queries and / or investigations undertaken by us as part of our SIB Policies and we shall accept no liability whatsoever in the event that we send a key for a SIB to a person who is not the Responsible Person for the relevant SIB Site.

19.5 You accept that you shall be liable for:

19.5.1 putting in place and maintaining appropriate key management policies for the safekeeping of any key relating to a SIB;

19.5.2 ensuring that you are familiar with and comply with the Fire Safety Regulations in relation to the installation and use of the SIB (including, without limitation, notifying the Fire and Rescue Service if the SIB is damaged); and

19.5.3 ensuring that the fire and rescue services have jurisdiction over the SIB Site and are aware of the location of the SIB on the SIB Site.

19.6 We do not provide replacement keys if a key for a SIB is lost, damaged or otherwise not in the possession of the Responsible Person.

19.7 No warranty is given and no representation is made as to the accuracy or completeness of any information or documentation we provide to you or any other person (either directly or indirectly, including without limitation via our website) in relation to:

19.7.1 SIBs; and/or

19.7.2 your or any Responsible Person’s obligations under the Fire Safety Regulations (including without limitation, what information or documentation should be included within the SIBs),
(SIB Materials).

19.8 We shall accept no liability whatsoever in the event that you or any other person suffers any loss, damage, liability or expense as a result of your use and/ reliance upon the SIB Materials.

19.9 SIBs and keys for SIBs are specific to the SIB Site and are not for re-sale.