Terms & Conditions – Business to Business

Business to Business – Terms and Conditions for Supply of Goods and Services

These Terms and Conditions apply to all sales of goods and/or supply of services by Fire Protection Direct Limited to business customers.

Seller: Fire Protection Direct Limited, Unit 7, Leacroft Rd, Warrington WA3 6SB

Contact: sales@fireprotection-direct.co.uk| 0333 0151 955

1. Definitions

Seller means Fire Protection Direct Limited of Unit 7, Leacroft Rd, Warrington WA3 6SB.

Buyer means the person, firm or company who purchases or agrees to purchase the Goods and/or Services from the Seller.

Conditions means these terms and conditions and any special terms agreed in writing by the Seller.

Goods means the goods, materials and/or services which the Buyer agrees to purchase from the Seller as set out in the Order.

Price means the price for the Goods, excluding VAT and any carriage, packaging and insurance charges unless stated otherwise.

Force Majeure Event has the meaning given in clause 16.

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, whether registered or unregistered, including applications, renewals, extensions and rights to claim priority, and all similar or equivalent rights anywhere in the world.

Order means the Buyer’s order for the supply of Goods and/or Services as set out in the Buyer’s purchase order, or the Buyer’s written acceptance of the Seller’s quotation, as applicable.

Services means the services supplied by the Seller to the Buyer as set out in the Order.

Seller Materials has the meaning given in clause 12.1.6.

2. Conditions

2.1 These Conditions form the basis of the contract between the Seller and the Buyer for the sale of Goods and/or supply of Services, to the exclusion of all other terms, including any terms the Buyer seeks to apply under a purchase order, order confirmation or other document.

2.2 Each Order shall be deemed an offer by the Buyer to purchase Goods and/or Services from the Seller under these Conditions.

2.3 Acceptance of delivery of the Goods and/or commencement of the Services shall be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 These Conditions may only be varied by written agreement signed by a director of the Seller.

2.5 These Conditions constitute the entire agreement between the parties and supersede all previous terms and communications.

3. Price

The Price shall be the price quoted within the Order or agreed quotation.

4. Payment and Interest

4.1 Subject to account status, payment of the Price and VAT shall be due within 30 days of the date of the Seller’s invoice.

4.2 Interest on overdue invoices shall accrue from the due date until payment is made in full, calculated daily at 8% per annum above the Bank of England base rate in force from time to time, both before and after judgment.

4.3 The Buyer shall pay all invoices in full and shall not exercise any right of set-off or counterclaim against any invoice submitted by the Seller.

5. Goods

5.1 The Goods are described in the Order.

5.2 The Seller reserves the right to amend the specification of the Goods where required to comply with statutory or regulatory requirements.

6. Warranties

6.1 The Seller warrants that for a period of one month starting on the earlier of (i) delivery of the Goods, or (ii) commencement of the Services (the “Warranty Period”), the Goods and/or Services shall:

6.1.1 conform with their description;

6.1.2 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

6.1.3 be fit for any purpose expressly held out by the Seller; and

6.1.4 be supplied/performed in accordance with the Supply of Goods and Services Act 1982.

7. Delivery of Goods

7.1 Delivery shall be made to the Buyer’s specified address. The Buyer shall make all arrangements necessary to receive delivery on the date notified by the Seller.

7.2 The Buyer must ensure that full and correct delivery and contact details are provided at the point of order. Delays or failed deliveries caused by incorrect or incomplete details are the Buyer’s responsibility and any fees incurred will be passed on to the Buyer in full.

7.3 The Seller will use reasonable endeavours to despatch Goods on an agreed date but does not guarantee to do so. Time for delivery shall not be of the essence.

7.4 The Seller shall not be liable for any loss or damage arising directly or indirectly from late or short delivery. Where short delivery occurs, the Buyer may not reject the Goods delivered. A pro-rata adjustment to the Price shall be made provided the Buyer notifies the Seller within 24 hours of receipt.

7.5 If the Buyer fails to take delivery when Goods are ready for despatch (or on an agreed delivery date), the Seller may store and insure the Goods and charge the Buyer the reasonable costs of doing so.

7.6 Risk of loss or deterioration passes to the Buyer on delivery in accordance with clause 7.1.

7.7 If the Buyer wishes to cancel an Order, the Buyer must request and complete the Seller’s returns/cancellation application form. Where cancellation is accepted and the Goods have already entered transit, any delivery charges may be deducted from the refund. Refunds will be processed within 14 calendar days of the Seller receiving the Goods back or receiving evidence that they have been returned, whichever is earlier.

8. Acceptance of the Goods

8.1 The Buyer shall be deemed to have accepted the Goods after delivery.

8.2 The Buyer must inspect the Goods thoroughly within three days of delivery. If any Goods do not comply with the warranty in clause 6, the Buyer must notify the Seller in writing and return the Goods at the Buyer’s cost. The Seller will, at its option, repair or replace the defective Goods, or refund the price of the defective Goods.

8.3 Where the Buyer has accepted, or is deemed to have accepted, the Goods, the Buyer shall not be entitled to reject Goods that are not in accordance with the contract.

8.4 Rejection by the Buyer at the point of delivery does not constitute a cancellation request. The Buyer remains liable for related costs including (without limitation) redelivery fees, restocking fees, administration charges and storage fees.

9. Title and Risk

9.1 Risk passes to the Buyer on delivery.

9.2 Title in the Goods shall remain with the Seller until all sums due under the invoice (including interest and costs) have been paid in full.

9.3 Until title passes, the Buyer shall hold the Goods as bailee for the Seller and shall store or clearly mark them so they can be identified as the Seller’s property.

9.4 The Seller may at any time before title passes, and without liability to the Buyer:

9.4.1 repossess, dismantle, use or sell all or any of the Goods, terminating the Buyer’s right to use, sell or otherwise deal with them; and

9.4.2 enter any premises occupied by the Buyer for the purpose of repossession, determining what Goods are held, or inspecting them.

9.5 The Seller may maintain an action for the Price of any Goods notwithstanding that title has not passed.

10. Carriage of Goods

Carriage will be chargeable on all sales at the rate set out in the Order or quotation provided by the Seller.

11. Supply of Services

11.1 The Seller shall provide the Services to the Buyer as set out in the Order.

11.2 Performance dates are estimates only. The Seller will use reasonable endeavours to meet agreed dates, however time shall not be of the essence in relation to the Services.

11.3 The Seller may make changes to the Services required to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and will notify the Buyer accordingly.

12. Buyer’s Obligations

12.1 The Buyer shall:

12.1.1 ensure that the Order terms are complete and accurate;

12.1.2 co-operate with the Seller in all matters relating to the Services;

12.1.3 provide access to the Buyer’s premises as reasonably required to deliver the Services;

12.1.4 provide information and materials reasonably required for the Services and ensure accuracy in all material respects;

12.1.5 obtain and maintain all necessary licences, permissions and consents prior to the Services starting; and

12.1.6 keep and maintain all Seller Materials at the Buyer’s premises in safe custody at the Buyer’s risk, maintain them in good condition until returned, and not use or dispose of them other than in accordance with the Seller’s written instructions.

12.2 If the Seller’s performance is prevented or delayed by any act or omission of the Buyer, or a failure by the Buyer to perform any relevant obligation (a “Buyer Default”):

12.2.1 the Seller may suspend the Services until the Buyer remedies the Buyer Default and shall be relieved from performance to the extent prevented or delayed by the Buyer Default;

12.2.2 the Seller shall not be liable for costs or losses sustained by the Buyer arising from the Seller’s delay or failure caused by the Buyer Default; and

12.2.3 the Buyer shall reimburse the Seller on written demand for costs or losses incurred by the Seller arising from the Buyer Default.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.

13.2 Where Services include third-party Intellectual Property Rights, the Buyer’s use of those rights is conditional upon the Seller obtaining a licence that permits the Seller to licence such rights to the Buyer.

13.3 All Seller Materials remain the exclusive property of the Seller.

14. Limitation of Liability (Important)

The Buyer’s attention is particularly drawn to this clause.

14.1 Nothing in these Conditions limits or excludes the Seller’s liability for:

14.1.1 death or personal injury caused by negligence (including the negligence of employees, agents or subcontractors);

14.1.2 fraud or fraudulent misrepresentation;

14.1.3 breach of implied terms under section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

14.1.4 breach of implied terms under section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

14.1.5 defective products under the Consumer Protection Act 1987.

14.2 Subject to clause 14.1:

14.2.1 the Seller shall not be liable for loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and

14.2.2 the Seller’s total liability for all other losses arising under or in connection with the contract shall not exceed the value of the Order.

14.3 After the Warranty Period, the implied terms of sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded to the fullest extent permitted by law.

14.4 This clause 14 shall survive termination of the contract.

15. Termination

15.1 Either party may terminate the contract by giving the other party not less than one month’s written notice.

15.2 Either party may terminate with immediate effect by written notice if the other party commits a material breach and (where remediable) fails to remedy within three days of receiving written notice.

15.3 The Seller may terminate with immediate effect if the Buyer fails to pay any amount due on the due date.

15.4 The Seller may suspend Services and/or deliveries if the Buyer fails to pay sums due, or if the Buyer becomes subject to insolvency-related events or the Seller reasonably believes such events are imminent.

15.5 On termination for any reason:

15.5.1 the Buyer shall immediately pay all outstanding invoices and interest, and pay immediately upon receipt for Services already provided but not yet invoiced;

15.5.2 the Buyer shall return all Seller Materials and any deliverables not fully paid for. If the Buyer fails to do so, the Seller may enter the Buyer’s premises to recover them. Until returned, the Buyer remains responsible for safe keeping and shall not use them for unrelated purposes;

15.5.3 accrued rights and remedies at termination are not affected; and

15.5.4 clauses that expressly or by implication continue after termination shall remain in effect.

16. Force Majeure

16.1 A Force Majeure Event means an event beyond the Seller’s reasonable control, including (without limitation) industrial disputes, utility or transport failures, acts of God, war, terrorism, civil commotion, governmental interference, malicious damage, compliance with laws or orders, accidents, breakdown of machinery, fire, flood, storm, earthquake, epidemic or pandemic events, or failures by suppliers or subcontractors.

16.2 The Seller shall not be liable for delay or failure to perform obligations due to a Force Majeure Event.

16.3 If a Force Majeure Event prevents the Seller from supplying Goods and/or Services for more than four weeks, the Seller may terminate the contract immediately by written notice to the Buyer.

17. General

17.1 Notices & Certification

17.1.1 Notices must be in writing and sent to the party’s registered office or principal place of business (or another notified address). Notices may be delivered personally, sent by prepaid first-class post or next working day delivery service, commercial courier, or by email.

17.1.2 This clause does not apply to service of legal proceedings or documents in any legal action.

17.1.3 Where certification is required for products supplied:

17.1.3.1 a specification must be received from the Buyer, or provided by the Seller, to enable certification;

17.1.3.2 certificates must be requested in writing;

17.1.3.3 certificates can only be issued once the relevant application has been completed; and

17.1.3.4 items cannot be returned or refunded if a certificate has been issued.

17.2 Waiver

A waiver is only effective if in writing and shall not be deemed a waiver of any later breach. No delay or failure to exercise a right constitutes a waiver of that right.

17.3 No Partnership or Agency

Nothing in the contract creates a partnership or joint venture or makes either party an agent of the other. Neither party has authority to bind the other.

17.4 Third Parties

No person who is not a party to the contract shall have any rights to enforce its terms.

17.5 Entire Agreement

The contract constitutes the entire agreement between the parties and supersedes all prior agreements, promises, representations and understandings.

17.6 Variation

No variation is effective unless agreed in writing and signed by the Seller.

17.7 Governing Law

This contract and any dispute or claim (including non-contractual disputes) shall be governed by the laws of England and Wales.

17.8 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract.

Signed

For and on behalf of the Seller:
Fire Protection Direct Limited