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CONDITIONS OF SALE

  1. DEFINITIONS

    In these Conditions:-
     
    1. “The Company” means Locking & Security Solutions Limited whose Registered Office is situated at The Old Bank House, 52 Palmerston Street, Bollington, Cheshire. SK10 5PW, United Kingdom.
    2. “The Buyer” means the person, firm or company who buys or agrees to buy the Goods from the Company.
    3. “The Goods” means the articles which the Buyer agrees to buy from the Company.
    4. “A Credit Customer” means a Buyer who has been notified in writing by the Company that credit terms are available to it, and in respect of whom the Company has not exercised its discretionary right to notify the Buyer of the withdrawal of such terms.
    5. “The Warranty Period” means in respect of any Goods a period of six months from the date of the issue of the invoice from them (or such other period as may be expressly agreed in writing between the parties).
       
  2. APPLICATION OF CONDITIONS
    1. These conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any which the Buyer may purport to apply under any purchase order confirmation or order or similar document.
    2. Acknowledgement by the Company of any invitation (in whatever form) to offer Goods for sale shall be an offer to sell subject to these Conditions (and no others) only capable of acceptance by the Buyer upon these Conditions and by means of giving to the Company a signed duplicate of the acknowledgement.
    3. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a duly authorised officer of the Company.
       
  3. PRICES
    1. The Price of the Goods shall (subject as below) be the Price stipulated in the Company’s price list current at the date of delivery of the Goods, or, if a specific quotation has been given for the Goods, the price then quoted provided that the Buyer has accepted that quotation within 30 days.
    2. The Company may be giving notice to the Buyer at any time up to 7 days before delivery increase the Price to reflect any increase of the contract of sale which are beyond the reasonable control of the Company (including, without limitation, foreign fluctuation, taxes, duties, and the cost of labour, materials and other manufacturing costs PROVIDED that if the Price as so varied is reasonably regarded by the Buyer as too high in relation to the Price originally agreed then the Buyer may cancel the contract by notice in writing to the Company within 3 days of receiving the notice of change of Price.
    3. The Price shall be exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice.
    4. The Price shall be a minimum of £30 (with the exception of cut keys).
    5. For consignments having a net value (net of Value Added Tax) of £100 or more, the cost of normal carriage by road to the Buyers own Warehouse, in the United Kingdom is paid by the company. If any other form of transport or destination is stipulated by the Buyer or if the net value is less than £100, net of Value Added Tax, the cost of the carriage will be paid by the Buyer.
    6. The Buyer shall not be entitled to make any deduction from the Price in respect of any alleged rights to set-off or counterclaim unless both the validity and the amounts thereof have been expressly accepted by the Company in writing.
       
  4. PAYMENT TERMS
    1. Payment by a Credit Customer shall be due on the last day of the month following the date of the invoice for the Goods.
    2. The Company will allow 2-1/2% cash discount on the value (net of Value Added Tax) of all invoices settled in full within 14 days after the date of the invoice.
    3. Payment shall be in pounds sterling unless otherwise expressly agreed.
    4. Interest on overdue invoices (or any part(s) thereof) shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5% above Royal Bank of Scotland plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
    5. In the event that any payment is more than 30 days overdue the Company may at its discretion refuse to supply any further Goods to the Buyer under any contract between them.
    6. For the purpose of this clause time shall be of the essence.
       
  5. DELIVERY AND RISK
    1. Delivery of the Goods shall be deemed to be effected either when they are collected from the Company by the Buyer or a carrier acting on the Buyers behalf, or when they are delivered by a carrier acting on behalf of the Company.
    2. Risk in respect of all Goods shall pass on delivery, and the Company shall accept no liability for any direct or consequential loss or damage after delivery.
    3. Any claim for shortages must be notified by the Buyer to the Company in writing within three working days of actual receipt of the Goods by the Buyer or in the case of total loss or non delivery of consignments within the United Kingdom, within 7 days of receipt of the Company’s or carrier’s delivery advice, invoice or other notification of despatch.
    4. The Seller shall not be liable for any loss or damage whatever due to failure to deliver the Goods (or any of them) promptly or at all, and any date indicated for delivery shall be regarded only as the Company’s best estimate and shall not be contractually binding.
       
  6. RETURNS
    1. No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Company.
    2. If the Company agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charged being the greater of £10 or 10% of the invoice price.
    3. Such Goods must be returned by the Buyer to the Company carriage paid and in their original packaging.
    4. Goods returned without the prior approval of the Company may at the Company’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost, without prejudice to any rights or remedies the Company may have.
    5. The Buyer shall be deemed to have accepted the Goods by the close of the second working day after the date of delivery and shall thereafter not be entitled to reject Goods which are not in accordance with the contract.
       
  7. WARRANTIES
    1. The Company warrants that the Goods shall be manufactured and supplied in accordance with any description contained in the Company’s specifications (subject to 7.7. below) and warrants them against defects in design materials and workmanship which become apparent and are notified in writing by the Buyer to the Company within the Warranty Period.
    2. The Company’s obligation under this warranty is limited to repairing or (at its option) replacing any Goods (or parts thereof) which are delivered with or develop such defects under normal and proper use.
    3. Following notification of any defect the Buyer shall allow the Company all necessary access and other reasonable facilities and all information, particulars and assistance required to enable the Company to ascertain or certify the nature and cause of the defect and to carry out its warranty obligations.
    4. The above warranty shall not apply to any defect caused (in whole or in part) by any unauthorised alteration or addition to the Goods, or by use or storage of the Goods in a manner contrary to any written instructions issued by the Company, or for purposes for which the Goods were not designed, or by faulty installation maintenance or repair whether by the Buyer or by any third party.
    5. When any defective Goods are replaced, the provisions of this Condition shall apply to the replacement goods for the unexpired balance of the original Warranty Period or for one half of the Warranty Period, which shall be the longer.
    6. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
    7. Nothing in this Condition shall prevent the Company from making for a valid reason any changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
    8. The Company will endeavour to extend to the Buyer the benefit of any guarantee condition or warranty given to the Company by any manufacturer or supplier in respect of the Goods PROVIDED that the Company shall not itself by deemed to accept any liability in respect thereof and shall be indemnified by the Buyer against all costs claims and expenses incurred in connection therewith.
       
  8. PASSING OF PROPERTY
    1. The Goods shall remain the Company’s property until the Buyer has paid for them in full, notwithstanding that risk shall pass in accordance with Condition 5.2
    2. Whilst the Goods remain the Company’s property the Buyer shall hold them as bailee and store them separately from any other goods and in such a way that they can bed identified as the Company’s property, and shall insured them against loss or damage and if there is any loss or damage hold the proceeds of such insurance as trustee for the Company.
    3. The Buyer’s right to possession of the Goods shall cease if they are not fully paid for by the date upon which payment is due, or if the Buyer is declared bankrupt or makes any proposal to its creditors for a composition or other voluntary arrangement, or has a receiver, administrator or liquidator appointed in respect of its business.
    4. On cessation of the Buyer’s right to possession of the Goods it shall at its own expense make the Goods available to the Company and allow the Company to repossess them, and for this purpose hereby grants to the Company its agents and employees an irrevocable licence to enter any premises where the Goods are stored in order to repossess them or inspect them at any time.
    5. Nothing in this condition shall prevent the Buyer from selling or disposing of the Goods in the ordinary course of its business.
       
  9. LIABILITY
    1. The Company shall not be liable to the Buyer (whether under the law of contract or tort in any other way whatever) for loss of profit income goodwill or other economic loss, or any loss arising from any claim against the Buyer by any third party, or any consequential or indirect loss damage or expense of any kind however caused or arising.
    2. Nothing herein shall be deemed to exclude or limit the Company’s liability in regard to any claim relating to the death of or injury to any person.
       
  10. SPECIFICATION AND DESIGNS
    1. The specification and design of the Goods (including any patents, trade marks, trade names, copyright, design right, registered design or other intellectual property in them) shall the Company’s consent or insofar as they are within the public domain be disclosed to any third party.
    2. Where any specifications or designs have been supplied by the Buyer for manufacture by or to the order of the Company then the Buyer shall be solely responsible for the accuracy thereof and warrants that the use of those specifications or designs for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party, and the Company shall not be liable for any defects arising therefrom.
    3. Specifications and designs submitted by the Company for quotation purposes shall be deemed to be approximations only.
    4. Proprietary or component fitments not manufactured by the Company are detailed according to the most recent information from their manufacturer in the possession of the Company, and are subject both to variation by the manufacturer and to any conditions imposed thereby.
       
  11. MISCELLANEOUS
    1. The Buyer agrees to observe any information or advice relating to any health and safety aspects of the Goods which may be given to it by the Company and to indemnify the Company against all claims costs and expenses arising in respect of the installation or use of the Goods in a manner which is not safe and without risk to health.
    2. The headings to these Conditions do not affect the interpretation thereof.
    3. Any provision of these Conditions which is or may be void or unenforceable shall be the extent of such invalidity or unenforceability be deemed severable and shall not affect any other Condition.
    4. Neither party shall be liable for any default due to any Act or God, war, strike, lock-out, industrial action, delay or cancellation of any supply by any third party, fire, flood, tempest, drought or other event beyond the reasonable control of either party.
    5. Any notice to be served on either party by the other shall be in writing and stall be sent either:-
      1. be prepaid recorded delivery first class post in which case it shall be deemed to have been received on the second working day after posting or
      2. by electronic mail to the correct electronic address of the receiving party in which case it shall be deemed to have been received on the first working day after transmission or
      3. by facsimile transfer to the correct number of the receiving party in which case it shall be deemed to have been received on the same day as it was transmitted or the next working day if transmitted on a day other than a working day or after 3.00 pm
    6. The proper law of any contract subject to these Conditions shall be the Laws of England.
       

September 2002

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