T.J. FIRE & SECURITY TERMS AND CONDITIONS (“the Conditions”)
- Definitions
In these terms and conditions the following expressions have the meanings assigned next to them:-
Company – T.J. Fire & Security. T. & J. Fire Limited or T. & J. Fire Alarms Limited.
Customer – The person / Organisation named in the quotation and / or paperwork / delivery note.
Goods or Services – means the goods or services (including any instalment of the goods or services or any part of them) which the company is to supply in accordance with these conditions.
Unless otherwise expressly agreed in writing prior by the company no goods or services shall be supplied by the company to the customer expect in accordance with these conditions, which supersede any earlier sets of conditions appearing in the companies literature or elsewhere. The conditions shall constitute the entire terms and conditions of the contract between the customer and the company and, in the event of any conflict, these conditions stipulated incorporated or referred to by the customer whether in the order or in any negotiations or otherwise.
- Basis of the sale
The company shall sell and the customer shall purchase the goods or services in accordance with any quotation of the company accepted by the customer or any order of the customer accepted by the company. These conditions 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 customer.
Any advice or recommendation given by the company or its employees, agents or servants to the customer or its employees, agents or servants as to the storage, application or use of the goods or services which is not confirmed in writing by the company is followed or acted upon entirely at the customers own risk.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other documentation or information issued by the company may be corrected without any liability on the part of the company.
- Orders and Specification
No order submitted by the customer shall be deemed as accepted by the company unless and until confirmed by the company.
The customer shall be responsible to the company for ensuring the accuracy of the order and for giving the company any necessary information relating to the goods or services within a sufficient time to enable the company to properly perform the contract.
The quantity, quality and description of and any specification for the goods and services shall be those set out in the companies quotation (if accepted by the customer) or the customers order (if accepted by the company).
The company reserves the right to make any changes in the specification of the goods or services which are required to conform with any applicable safety or other statutory requirements.
No order which has been accepted by the company may be cancelled by the customer except with the agreement in writing of the company and on the terms that the customer shall indemnify the company in full against all loss, costs, damages, charges and expenses incurred by the company as a result of the cancellation.
- Price of Goods or Services
The price of goods or services shall be the companies quoted price unless otherwise agreed in writing. The price of goods or services do not allow or take into account retention fee’s or main contractors discount, any subsequent amount wishing to be deducted must be added to the original price of the goods or services in question. Prices quoted by the company to the customer will be valid for thirty days only from the date of the quote. T.J. Fire & Security reserves the right to increase prices, packaging and specifications without prior notification after this date. VAT is to be added to prices quoted for mainland and Northern Ireland.
The company reserves the right by giving notice to the customer at any time before delivery to increase the price of the goods or services to reflect any increase in the cost to the company which is due to any factor beyond the control of the company (such as but without limitation any foreign exchange fluctuations, currency regulations, alteration to duties, significant increase in the costs of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specifications for the goods or services which are requested by the customer, or any delay caused by any instructions of the customer or failure of the customer to give the company adequate information or instructions.
Unless otherwise agreed in writing, all prices are given by the company on an ex works basis and where the company agrees to deliver the goods or services otherwise that at the companies premises, the customer shall be liable to pay the companies charges for transport, packaging and insurance.
- Delivery
Any time or date given by the company for delivery of any goods or services is given as a forecast in the light of prevailing conditions and is given and intended as an estimate only. If not withstanding the companies best endeavours the company fails to dispatch or deliver the goods or services by such time or date, such failure shall not constitute a breach of contract and the company shall not be liable to the customer to make good any damage or loss whatsoever whether arising directly or indirectly out of any delay in delivery. In the event that for any reason the company is unable to supply any goods or services on or at the time or date named for delivery, such time or date shall be postponed for a reasonable time.
The customer shall provide suitable access to the site , permit the company the facility of uninterrupted working, accept delivery of, unload and provide suitable protection for the goods and materials from the time of delivery. All storage shall be supplied at the customer expense.
The company is entitled to pass onto the customer all fair and reasonable costs incurred in carrying out the duties of delivery of goods or services, including but not limited to; parking charges, congestion charging, accommodation costs, excess fuel costs, specialist lifting and handling equipment costs and access equipment costs.
The customer shall inspect the goods or services immediately upon delivery thereof and shall:
On goods or services delivered outside of England and Wales within 14 days or, on all goods or services delivered within England and Wales within 7 days carry out such inspection and given notice in writing to the company of any matter, thing, defect or shortage by reason of which he alleges that the goods or services are not in accordance with the contract.
The customer accepts that the person acknowledging receipt of the goods or services from the company is a customer, employee or agent and the signature on the appointed carriage delivery note is legal proof of delivery of the goods or services.
In the event that the customer fails for any reason to accept delivery of the goods or services, the company shall be entitled to store the goods or services until the actual delivery and the customer shall be liable to the company for the reasonable costs of storage and insurance.
The customer may not return goods or services to the company without prior written agreement, any such goods or services must be returned accompanied by a goods or services note stating the companies advice note number and invoice number on which the goods or services were originally supplied. Where a handling charge applies this will be notified by the company to the customer in writing prior to return of the goods or services.
- Payment
All accounts are payable on demand. In the absence of demand, the customer shall make payment in full for the goods or service supplied to the company on or before the last day of the month following the date of invoice. Furthermore, the company shall be entitled to charge interest at the rate of 2.5% per month (a part of a month being treated as a full month for the purpose of calculating interest) upon all overdue balances. The company shall be entitled to charge such reasonable costs as it may incur in recovering any overdue balances.
The time in which the customer is to pay for the goods or service shall be of the essence of this contract and in the event that the customer shall fail to make payment by the due date, all sums due to the company from the customer under this or any other contract for the supply of goods or services shall forthwith become due and payable by the company.
- Risk and Property
The risk in respect of all goods or services sold under this contract shall pass to the customer upon dispatch of the goods or services by the company form the companies premises, notwithstanding agreement by the company to bear the cost of delivery or to deliver the goods or services itself.
Title in the goods or services shall not pass from the company to the customer until the purchase price of the goods or services has been paid in full under this or any other contract, if by cheque then only on clearance, notwithstanding the delivery of the same and the passing of the risk therein.
Until such time as the property in the goods or services passes to the customer, the customer shall hold the goods or services as the companies fiduciary agent and bailee and shall keep the goods or services separate from those of the customer and third parties and stored in such a way that they can readily be identified as being the companies property.
Until such time as the goods or services pass to the customer after full payment the company shall be entitled at any time to require the customer to deliver up the goods or services to the company and if the customer fails to do so forthwith to enter upon any premises of the customer or any third party where the goods or services are being stored and repossess the goods or services.
The company retains a general lien on any of the customers equipment or other goods or services in the companies possession for any unpaid balance the customer may owe to the company.
- Warranties and Liabilities
Save in respect of death or personal injury arising from negligence of the company, its servants or agents, the company shall not be liable for any claim or claims for direct or indirect consequential or incidental injury, loss or damage made by the customer against the company, whether in contract or tort (including negligence on the part of the company its servants or agents) arising out of or in connection with any defects in the goods or services or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of contract or breach of a fundamental term thereof) of the company its servants or agents in the performance of this contract. If the company is found to be liable or admits liability the liability should be limited to the value of the invoice to which the claim relates.
The company shall not be liable in respect of conditions or warranties whether expressed or implied, that have not been confirmed by them in writing. The company shall not be liable in respect of consequential loss.
Subject to the conditions set out below, the company warrants that the goods or services will correspond with their specification and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery whichever is the first to expire, unless a longer period is specified in writing by the company. This warranty is given subject to the following conditions. The company shall be under no liability in respect of any defect in the goods or services arising from any drawing or specification supplied by the customer.
The company shall be under no liability in respect of defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow operating instructions (oral or in writing) misuse or alteration or repair of the goods or services without the companies approval.
The company shall be under no liability under the warranty (or any other warranty, condition or guarantee) if the total price of the goods or services has not been paid by the due payment date.
Any claim by the customer which is based on any defect in the quality or condition of the goods or services shall (whether or not delivery is refused by the customer) be notified within seven days from the date of delivery. If the delivery the delivery is not refused and the customer does not notify the company accordingly, the customer shall not be entitled to reject the goods or services and the company shall have no liability for such defects or failure, and the customer is bound to pay the price as if the goods or services had been delivered in accordance with the contract.
Where any valid claim in respect of the goods or services which is based on any defect in the quality or condition of the goods or services or their failure to meet specification is not noted to the company in accordance with these conditions the company shall be entitled to replace the goods or services (or the part in question) free of charge or at the companies sole discretion refund to the customer the price of the goods or services (or appropriate part of the price) but the company shall have no further liability to the customer.
The company shall not be liable to the customer (or be deemed to be in breach of contract) by reason of any delay or failure to perform any of the companies obligations in relations to the goods or services if the delay or failure was due to any cause beyond the control of the company. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the companies control; act of god, explosion flood tempest, fire or accident.
War or threat or war or sabotage, insurrection, civil disturbance or requisition. Acts, restrictions regulations, byelaw, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority. Import or export regulations or embargoes. Strikes, lockouts or other industrial action or trade disputes (whether involving employees of the company or of a third party). Difficulties in obtaining raw materials, labour, fuel, parts or machinery. Power failure or breakdown of machinery.
- Insolvency of the Customer
This clause applies if the customer 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 (other that for the purposes of amalgamation or reconstruction) or an encumbrancer takes possession or a receiver is appointed to any of the property or assets of the customer or the buyer ceases or threatens to cease to carry on business or the company reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly. If this cause applies then without prejudice to any other right or remedy available to the company, the company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the customer and if the goods or services have been delivered but not paid for, the monies should become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. - Termination of Agreement
By either party giving notice under the terms of their agreement (year to year on a rolling contract until determined by either party giving to the other not less than three calendar months prior notice in writing)
By the Company, without notice if the Customer commits any breach of the Agreement (including failure to punctually pay monies due).
Where the customer fails to[pay monies owed to the Company, the Company reserves the right to suspend all services supplied to the customer. These services may include (but are not limited to) preventative maintenance, out of hours engineer access/response, technical support and corrective maintenance.
- General
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 principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No waiver by the company of any breach of the contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision. 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.
English law shall govern this contract and the parties hereto shall submit to the sole jurisdiction of the English courts. The customer herby acknowledges and agrees that this contract shall be deemed to have been made at the Welwyn Garden City office of T.J. Fire & Security.
