In these Conditions the following words have following meanings:
“The Buyer” the person(s), firm or company who purchases the
Goods and/or the Service from the Company
“The Company” Beacon Fire & Security (NI) Limited
“Contract” any contract between the Company and the Buyer for the sale and purchase of the Goods
and/or the Provision of the services, incorporating these Conditions;
“Delivery Point” the place where delivery of the Goods is to take place under condition 4;
“Services” any installation or other service agreed in the Contract to be supplied to the Buyer in
relation to the Goods.
2. APPLICATION OF TERMS:
2.1 Subject to any variation under Condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document)
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company sales and any variation to these Conditions and any representations about the Goods or Services shall/have no effect unless expressly agreed in writing and signed by the Partner.
2.4 Each order for Goods and/or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods and/or Services subject to these Conditions;
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company deliver the Goods to the Buyer;
2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate and that any quotation issued by the Company interprets the Buyer’s requirements accurately.
2.7 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgment of order to the Buyer. Any quotation is valid for a period of 60 days only from its date provided that the Company has not previously withdrawn it.
3.1 The description of the Goods shall be as set out in Company quotation .The Company shall be entitled to make alternations to such description provided that specifications and/or performance are not materially impaired thereby. The Company may substitute goods of equivalent specification and performance if for whatever reason the Goods are not available on the date scheduled for delivery ;
3.2 All drawings,photographs,illustrations,descriptive matter, specification and advertising issued by the Company or any third party and any descriptions or illustrations contained in the Company’s or any third party’s catalogues or brochures are issued and published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
4. DELIVERY AND INSTALLATION:
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer’s delivery address.
4.2 Any dates specified by the Company for delivery of the Goods or provision of the Services are intend to be an estimate and time for delivery of Goods or performance of Services shall not be made of the essence by notice .If no dates are specified, delivery or performance will be within reasonable time Unless otherwise agreed in writing by the Company periods of time specified for delivery of the Goods or provision of Services shall commence on the date of despatch by the Company of an acknowledgement of order to the Buyer.
4.3 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions or documents:
4.3.1 Risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence)
4.3.2 The Goods will be deemed to have been delivered; and
4.3.3 The Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance);
4.4The Buyer shall be liable for call-out charges and charges for waiting time (at the Company’s then prevailing rates) and costs and expenses incurred by the Company if the Company is unable to carry out the Services at the specified time or times because
(i) The Buyer has not provided appropriate instructions, access to the address at which the Goods are to be installed or undisturbed access to the relevant area where the Goods are to be installed, or
(ii) Lack of suitability or compability of the Buyer’s network connection, existing equipment or premises, or
(iii) of any failure by the Buyer or any third party to carry out or perform any services or work necessary to allow the Services to be performed and the Company shall have no liability to the Buyer for any loss or damage caused in respect thereof;
4.5 Unless otherwise specified in writing by the Company, where the Company has agreed to provide Services the Buyer shall be solely responsible for the safe storage of the Goods until installation commences and the provision of labour, materials, electric, storage, lifts, hoists, scaffolding apparatus and safe secure accommodation as may be required in relation to the installation, and commissioning of the Goods.
4.6 The Buyer shall indemnity and keep the Company indemnified against all claims, costs, damages, proceedings, charges and expenses incurred or suffered by the Company arising out of or in respect of any personal injury (including death) to any employee servant agent of sub-contractor of the Company engaged in carrying out the Services or damage to any property of the Company which may arise out of the neglect or default of the Buyer
4.7 Where the Buyer wishes the Company to use or make any alternations of any kind, to facilitate provision of any Services, the Buyer shall at its own expense and risk and in advance of any works being carried out
4.7.1. Obtain all necessary consent including landlord or other consents
4.7.2. Carry out all necessary preparatory work at the Buyers expense, to ensure the Company can carry out the work as specified and to ensure that this work can be performed in a safe and secure environment
4.7.3. The Company accepts no responsibility for any damage or interruption to Services as a result of Goods or Services supplied by any other supplier and the Company will apply the necessary charges to put right any damages or Service interruptions
5.1 The Goods are at risk of the Buyer from the time of delivery
5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (cash or cleared funds) all sums due to it in respect of
5.2.1. The Goods; and
(i).all other sums which are or which become due to the Company from the Buyer on any account (including in respect of Services
5.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
5.3.1. Hold the Goods on a fiduciary basis the Company bailee;
5.3.2. Store the Goods safely (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
5.3.3. Maintain the Goods in satisfaction condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and
5.3.5 Hold the proceeds of the insurance referred to in condition 5.3.4. On trust for the Company and not mix them with and other money, nor pay the proceeds into an overdrawn bank account
5.4. The Buyer’s right to possession of the Goods shall terminate immediately if:
5.4.1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whatever formal or informal), or enters into liquidation (whatever voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
5.4.2 the Buyer suffers or allows any execution, whether legal or equitable to be levied on his/its property or obtained against him/it or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of Article 103 of he Insolvency (Northern Ireland) Order 1989 or the Buyer ceases to trade: or
5.4.3. The Buyer encumbers or in any way charges any of the Goods
5.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of an of the Goods has not passed from the Company
5.6 The Buyer grants the Company its agent and employees an irrevocable licence to any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Buyer’s right to possession has terminated to recover them
6.1 The price for the Goods and (if applicable) the Services, shall be the Company’s quoted price provided that quotations shall be valid for a period of 60 days and if a contract has not been formed within 30 days of such quotation it shall lapse
6.2 The price for the Goods and the Services shall be exclusive of any value added tax
6.3 Unless expressly specified otherwise in writing by the Company all prices are based on deliveries taking place and Services being rendered during Company’s normal working hours (8.30 am to 5.00pm) from Monday to Friday (excluding bank and other holidays when Company is not open for business) and the Buyer shall be liable for additional charges at the Company’s prevailing rate for any Goods delivered and Services provided outside such normal working hours. Prices quoted do not cover the removal of existing equipment, the carrying out of any other work (for example cutting away and making good wall surfaces, floors etc) or redecoration;
7.1 Payment of the price for the Goods is due within 30 days after delivery of the Goods and (where the Company has agreed to provide Services) payment for the Services is due within 30 days after the Goods are installed
7.2 Time for payment shall be of the essence
7.3 No payment shall be deemed to have been received until the Company as received cleared funds
7.4 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision
7.5 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off counterclaim ,discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
7.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Santander Bank accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under Late Payment of Commercial Debts (Interests) Act 1989;
7.7 A termination fee equal to 30% of the contract value shall be deemed payable in any instance where the Buyer notifies the Company to terminate the Contract and the Company has not delivered or in anyway set about installing the Goods
8.1 The Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company by the manufacturer of the Goods
8.2 The Company warrants that ( subject to the other provisions of these Conditions) upon delivery and for a period of 12 months from the date of completion of the Services or 18 months from delivery or deemed delivery whichever is the earlier the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994
8.3 The Company shall not be liable for a breach of the warranty in condition 8.2 unless:
8.3.1 The Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 21 days of the time when the Buyer discovers or ought to have discovered the defect; and
8.3.2 The Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business for the examination to take place there.
8.4 The Company shall not be liable for a breach of the warranty in condition 8.2 if:
8.4.1 The Buyer makes any further use of such Goods after giving such notice; or
8.4.2. The defect arises because the Buyer failed to follow the Company’s or the manufacturer’s oral or written instructions as o the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice or
8.4.3. The Buyer alters or repairs such Goods without the written consent of the Company.
8.5 Subject to conditions 8.3 and 8.4 if any of the Goods do not conform with the warranty in condition 8.2 the Company shall all its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall at the Buyer’s expense, return the Goods or the part of such Goods which is defective to the Company.
8.6 If the Company complies with condition 8.5 it shall have no further liability for a breach of the warranty in condition 8.2 in respect of such Goods
8.7 Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the 12 month period
9 LIMITATION OF LIABILTY
9.1 Subject to condition 8, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
9.1.1 Any breach of these Conditions; and
9.1.2. Any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract
9.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract
9.3 Nothing in these Conditions excludes or limits the ability of the Company for death or personal injury caused by the Company’s negligence of fraudulent misrepresentation.
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 9.4
9.4 Subject to Conditions 9.2 and 9.3:
9.4.1. The Company total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the amount payable by the Buyer under the Contract; and
9.4.2 The Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract
9.4.3 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss or profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract arising due to fraudulent activity from individuals or another Company, whether associated or not with the Company.
10.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
10.2 The Company may assign the Contract or any part of it to any person, firm or company
11. FORCE MAJEURE
The Company reserves the right to defer the date of delivery of the Goods or performance of the Services or to cancel the Contract (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including without limitation acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion,flood,epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce) or restrains or delays affecting carriers or inability or delay in obtaining supplies of Goods or adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 90 days the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
12.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the contract or not
12.2 If any provision of the Contract is found by any court tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegally, invalidity, voidiness, voidability, enforceability or unreasonable be deemed severable and the remaining provisions of the Contract and the reminder of such provision shall continue in full force and effect
12.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be constructed as a waiver of any of its rights under the Contract
12.4 Any waiver by the Company of any breach of or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
12.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Northern Irish law and the parties submit to the non-exclusive jurisdiction of the Northern Irish courts
13.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by prepaid first class post or sent by facsimile transmission:
13.1.1(in case of communication to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
13.1.2( in case of communication to the Buyer) to the registered office of the address(if it is a company) or to any address of the Buyer set out in any document which forms parts of this Contract or such other address as shall be notified to the Company by the Buyer
13.2 Communications shall be deemed to have been received:
13.2.1 If sent pre-paid first class post, 2days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
13.2.2 If delivered by hand, on the day of delivery
13.2.3 If sent by facsimile transmission on a working day prior to 4.00pm at the time of transmission and otherwise on the next day.