TERMS & CONDITIONS OF SALE 1 INTERPRETATION
1.1 In these conditions:-
“Buyer” means the person who accepts the estimate from the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller;
“Goods” means the Goods (including any instalment of the Goods or any part of them) which the Seller is to supply in accordance with these conditions;
“Seller” means Bandit UK Limited
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“Contract’ means the contract for the purchase and sale of Goods;
“Writing” includes email, facsimile transmission and comparable means of communication;
“Normal Working Hours” means 9 am to 5 pm, Mondays to Fridays, except public holidays;
1.2 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time;
1.3 The headings in these conditions are for convenience only and shall not affect their interpretation.
2 BASIS OF SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written estimate of the seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller subject in either case to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Buyer;
2.2 No variation of these conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Seller;
2.3 Where an estimate is given or an order made the seller shall be entitled to regard the Buyer as buying as principal and not as agent unless both the facts of the agency and the name and address of the principal have been given by the Buyer to the Seller in writing before the acceptance of the estimate or giving the order.
3 ORDERS AND SPECIFICATION
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative;
3.2 The Buyer shall be responsible to the Seller for ensuring accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within the sufficient time to enable the Seller to perform the contract in accordance with its terms;
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Sellers estimate (if accepted by the Buyer) on the Buyer’s order (if accepted by the Seller);
3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including costs of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation;
3.5 All estimates given by the Company shall lapse twenty-eight days after the date of the estimate.
4 PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s estimated price or where no price has been quoted (or an estimated price is no longer valid) the price list in the Seller’s published list current at the dale of acceptance of the order;
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to Seller which is due to any factor beyond the control of the Seller (such as without limitation any foreign exchange fluctuation currency regulation alteration of duties significant increase in the costs of labour materials or other costs of manufacture) or as a result of any change in delivery dates quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions by the Buyer or failure by the Buyer to give the Seller adequate information or instruction.
4.3 All estimates and contracts are given on the basis that work will be carried out during Normal Working Hours and with uninterrupted access. An additional charge will be made without prior notice to the Buyer in the event of interruptions or delay caused by the Buyer or his customer or servants or agents or any other such interruptions which is outside the control of the Seller and for work done outside normal working hours;
4.4 The prices are exclusive of any Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.
5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller where the price of the Goods exceeds £500 then fifty percent of such price shall be paid to the Seller before commencement of work or delivery of the Goods and the balance within twenty-eight days of the date of the final invoice. If the price is less than £500 then payment is due in full within twenty-eight days from the date of the final invoice. The time of payment of the price shall be the essence of the contract. Receipts for payment will be issued only upon request;
5.2 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to;
5.2.1 Cancel the contract or suspend any further deliveries to the Buyer;
5.2.2 Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.2.3 Charge the Buyer Interest both before and after any judgement (on the amount unpaid at the rate of four per cent per annum above Midland Bark PLC base rate from time to time until payment in full Is made (a part of a month being treated as a full month for the purpose of calculating interest)).
5.2.4 Suspend Public and Product Liability Insurance until 100% net payment is received in full.
6 RISK AND PROPERTY
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer: –
6.1.1 In the case of Goods being delivered at the Sellers premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or
6.1.2 In the case of Goods being delivered otherwise than at the Seller’s premises at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods at the time when the Seller has tendered delivery of the Goods;
6.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due;
6.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored and protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured;
6.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods:
6.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all Monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7 WARRANTIES AND LIABILITY
7.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of five years from date of purchase
7.2 The above warranty is given by the Seller subject to the following conditions:-
7.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification supplied by the Buyer;
7.2.2. The Seller shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow the Seller’s instructions (whether oral or in wring) misuse or alteration or repair of the Goods without the Seller’s approval;
7.2.3 The Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
7.2.4 The Seller shall be under no liability where it has supplied and/or installed a system and the Buyer has failed to take out or adhere to the Seller’s suggested Maintenance Agreement;
7.2.5 The above warranty does not extend to parts materials or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller;
7.2.6 The Seller will bear any collection/returns costs in the first 12 months only
7.3 Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law;
7.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements Order 1976) the statutory rights of the Buyer are not affected by these conditions;
7.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within fourteen days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within fourteen days after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered with the contract;
7.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions the Seller shall be entitled to replace or repair the Goods (or the part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer;
7.7 The Seller is not and cannot be an insurer of premises and its contents. Therefore, except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty or other term or any duty at common law or under the express terms of the contract for any consequential loss or damage (whether for loss or profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these conditions;
7.8 The Seller shall not be liable to the Buyer or be deemed in breach of the contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as, but not limited to, causes beyond the Sellers reasonable control:-
7.8.1 Act of God explosion flood tempest fire or accident;
7.8.2 War or threat of war sabotage insurrection civil disturbance act of terrorism or requisition:
7.8.3 Acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of governmental parliamentary or local authority;
7.8.4 Import or export regulations or embargoes;
7.8.5 Strikes lock-outs or other industrial action or trade disputes (whether involving employees of the Seller or of a third party);
7.8.6 Difficulties in obtaining raw materials labour fuel parts or machinery;
7.8.7 Power failure or breakdown in machinery;
7.9 The Goods are designed to assist in reducing the risks of loss or damage to premises and its contents so far as this can be done by the use of this type of equipment. However we do not guarantee that the Goods cannot be removed, tampered with or made to stop working by you or any unauthorised person. If this happens, we are not responsible for any losses suffered whether directly or indirectly.
7.10 The Buyer must implement their own Public Liability Insurance cover for installations of the Sellers product where the Buyer may manually activate the system (via panic button/pendent or otherwise) in the presence of third party members of staff or public
8. INDEMNITY
If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent copyright design trademark or other industrial or intellectual property rights of any other person the Seller shall indemnify the Buyer against all loss damages costs and expenses awarded against or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement provided that:-
8.1 The Seller is given full control of any proceedings or negotiations in connection with any such claim;
8.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
8.3 Except pursuant to a final award the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
8.4 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement and this indemnity shall not apply to the extent that the Buyer recovers any sums under such policy or cover (which the Buyer shall use its best endeavours to do);
8.5 The Seller shall be entitled to the benefit of and the Buyer shall accordingly account to the Seller for all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
8.6 Without prejudice to any duty of the Buyer at common law the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such toss damages costs or expenses for which the Seller is liable to indemnify the Buyer under this claim;
8.7 Seller shall be under no liability where it has supplied and/or installed a system and the Buyer has failed to take out or adhere to the Seller’s suggested Maintenance Agreement.
9. INSOLVENCY OF BUYER
9.1 This clause applies if:-
9.1.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 An encumbrance takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
9.1.3 The Buyer ceases or threatens to cease to carry on business; or
9.1.4 The Seller reasonably apprehends that any of the events mentioned above are about to occur in relation to the Buyer and notifies the Buyer accordingly;
9.2 If this clause applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10 BUYER’S OBLIGATION
10.1 The Buyer will give free access for installation and maintenance (if appropriate) during Normal Working Hours and will provide and pay for a telephone line facility if this required;
10.2 The Buyer will not interfere with any system that may be installed by the Seller and will report any defects apparent therein to the Seller within twenty-four hours of their being discovered;
10.3 The Buyer will be responsible for the provision of any 240 volt AC non-switched power supply required for operation of the Goods;
10.4 The Buyer will ensure that the Goods are installed, operated and maintained according to the Seller’s official instructions specifications manuals user handbooks etc. issued from time to time (whether oral or in writing). Failure to do so will render all warranties and indemnities null and void.
11 GENERAL
11.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address at the relevant time have been notified pursuant to this provision the party giving notice;
11.2 No waiver by the Seller of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision:
11.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby;
11.4 Any dispute arising under or in connection with these conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator;
11.5 The contract shall be governed by the laws of England whose courts shall have exclusive jurisdiction of any dispute.
