Terms & Conditions
1UP SECURITY SYSTEMS
1. INTERPRETATION AND FORMATION OF CONTRACTS
1.1 In these Conditions: Buyer means
the person, company, partnership or limited liability partnership or other
entity who accepts a quotation of the Seller for the sale of the Goods or whose
order for the Goods is accepted by the Seller. 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 the Goods means the Goods (including any distribution of the Goods
or any parts for them and including any labour or services provided in
connection with the Goods) which the Seller is to supply in accordance with
these conditions. Seller 1 UP Security Systems (Company registration 8064528)
whose registered office is at Unit 9, Kendray Business Centre, Thornton Road,
Barnsley, Sheffield, S70 3NA Website 1UP Security.com or such other domain name
as the Seller chooses from time to time Writing includes letter, and email and
other comparable means of communication
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.
1.4 All Contracts made by the Seller
with a Buyer – whether made in Writing or online via the Seller’s Website -
shall be deemed to incorporate these terms and conditions. No representative,
agent or sale person has the Seller’s authority to vary, amend or waive any of
these terms and conditions on behalf of the Seller and no variation of or
addition to these terms and conditions shall form part of any Contract unless
specifically accepted by the Seller in Writing and signed by a Director.
1.5 These terms and conditions supersede all
prior discussions, representations, understandings and agreements, whether oral
or in Writing between the parties with respect to the subject matter.
1.6 These terms and conditions shall
also override any other terms and conditions made in a different document or
oral or other communication between the Buyer and the Seller.
1.7 With the exception of orders
placed online, a Contract shall only come into effect when the Buyer’s order
has been accepted in Writing by the Seller or until the Seller’s quotation is
accepted in writing by the Buyer or verbally and then followed up in Writing.
For online orders, the Buyer is directed to clause 18 of these Conditions.
1.8 All quotations made by the Seller must be
considered as withdrawn if not accepted by the Buyer within 30 days of the date
1.9 Any typographical, clerical or other error
or omission in any sales literature, quotation, price list, acceptance of
offer, invoice or other document or information issued by the Seller shall be
subject to correction without any liability on the part of the Seller.
1.10 In these Conditions “Incoterms” means the
international rules for the interpretation of trade terms of the International
Chamber of Commerce as in force at the date when the Contract is made. Unless
the context otherwise requires, any term or expression which is defined in or
given a particular meaning by the provisions of Incoterms shall have the same
meaning in these Conditions, but if there is any conflict between the
provisions of Incoterms and these Conditions, the latter shall prevail.
2. BASIS OF THE SALE
2.1 Any advice or recommendation given
by the Seller or its employees or agents to the Buyer or its employees or
agents as to the storage, application or use of the Goods which is not
confirmed in Writing by the Seller is followed or acted upon entirely at the
Buyer’s own risk, and accordingly the Seller shall not be liable for any such
advice or recommendation which is not so confirmed.
2.2 Goods are sold with manufacturer’s
warranty. The Buyer is responsible for complying with the manufacturer’s
warranty, conditions, policies and procedures.
3. ORDERS AND SPECIFICATIONS
3.1 Once an order has been placed by
the Buyer and accepted in Writing by the Seller, the Buyer has the right to
withdraw the order within seven (7) days, which must be done in Writing. Once
the seven (7) days have passed, the Seller reserves the right to reject
cancellation of the order.
3.2 If the Seller does accept cancellation of
the order after the expiry of the seven (7) day period referred to above, this
is done so on the basis that the Seller reserves the right to charge a
cancellation fee which is payable by the Buyer on the terms set out herein and
that the Buyer shall indemnify the Seller in full against all loss (including
loss of profit), costs (including the cost of all labour and material used),
damages, charges and expenses incurred by the Seller as a result of
3.3 Goods already purchased by the Seller on
behalf of the Buyer prior to cancellation of an order must be paid for by the
Buyer, whether or not the Goods have been delivered to the Buyer.
3.4 Where the Seller has agreed to
work to the Buyer’s drawings, design or specifications, the Seller will not
guarantee performance of the goods or any defect arising from any such drawing,
design or specification.
3.5 The Buyer shall be responsible to
the Seller for ensuring the 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 a sufficient time to enable
the Seller to perform the Contract in accordance with its terms.
3.6 The quantity, quality and
description of and any specification for the Goods shall be those set out in
the Seller’s quotation or the Buyer’s order unless varied or amended in
3.7 If the Goods are to be manufactured or any
process is to be applied to the Goods by the Seller in accordance with a
specification submitted by the Buyer, the Buyer shall indemnify the Seller
against all loss, claims, damages, costs and expenses awarded against or
incurred by the Seller in connection with or paid or agreed to be paid by the
Seller in settlement of any claim for infringement of any Copyright, design, or
other industrial or intellectual property rights of any other person which
results from the Seller’s use of the Buyer’s specification. (“Intellectual
Property Rights” means patent, trademarks, service marks, rights (whether
registered or unregistered) in any designs, applications for any of the
foregoing, trade or business names, copyright, rights in and to software,
rights in and to confidential information and know-how, rights in and to
databases and all other intellectual property rights and similar property
rights of whatever nature subsisting in any part of the world
3.8 The Seller reserves the right to
make any changes in the specification of the Goods which are required to
conform with any applicable safety or other statutory requirements or, where
the Goods are to be supplied to the Seller’s specification, which do not
materially affect their quality or performance and the Buyer agrees to any
changes in the price of the Goods as a result
3.9 Where Goods other than the Seller’s
standard products are made by the Seller to the Buyer’s order, the Goods may
vary in accordance with normal trade tolerances from dimensions specified by
the Buyer in the order and the Buyer shall not be entitled to make any claim
against the Seller in respect of any such variations.
3.10 Notwithstanding that a sample of
the Goods be exhibited to and inspected by the Buyer, such sample is so
exhibited or inspected solely to enable the Buyer to judge for itself the
quality of the bulk, and not so as to constitute a sale by sample. The Buyer
shall take the Goods at its own risk as to their corresponding with the said
sample, and subject to the normal variation between the bulk and sample
accepted by the trade.
3.11 Without prejudice to the
generality of the foregoing any particular purpose for which the Buyer proposes
to use the Goods shall be deemed not to be known by or have been made known to
the Seller unless specifically recorded in a schedule signed by one of the
Seller’s directors. The Buyer hereby acknowledges that any purpose stated in
such schedule shall be deemed to have been specified by the Buyer.
4.1 Unless otherwise stated in Writing
by the Seller, orders are accepted and prices are quoted on the basis that:-
(a) Prices will be ex-works unpacked unless otherwise stated; (b) Where packing
cases are charged for, credit will be allowed provided they are returned in
good condition satisfactory to the Seller and carriage paid to the Seller; and
(c) The Seller is able to adjust the price of the Goods: a. to correct errors
or omissions in the Contract; b. to account for any alteration before the date
of delivery of the Goods to the Buyer in the cost to the Seller in distributing
or providing the Goods - including any changes in the cost of labour,
materials, sub-contracted services or transport; c. to reflect any additional
cost to the Seller in distributing or providing the Goods caused as a result of
an action, inaccuracy, omission, delay or fault by the Buyer (for example, a
failure of the Buyer to give the Seller adequate instructions or information);
d. to reflect any fluctuation in foreign exchange rates or changes in
legislation or regulations, either in the United Kingdom or another country
which directly affects the cost of distributing or providing the Goods to the
Seller; e. in any other circumstances where there is a material increase in the
cost to the Seller.
4.2 The price of the Goods shall be
the Seller’s quoted price or, where no price has been quoted (or a quoted price
is no longer valid), the price listed on the Seller’s Website current at the
date of acceptance of the order. Where the Goods are supplied for export from
the United Kingdom, the Seller’s published export price list shall apply.
4.3 Except as otherwise stated under the terms
of any quotation or in any price list of the Seller, and unless otherwise
agreed in Writing between the Buyer and the Seller, all prices given by the
Seller are in relation to the product only, and where the Seller agrees to
deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be
liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 All prices will be subject to VAT
and any other applicable taxes unless otherwise stated.
5.1 Invoices will set out the cost of
the Goods, any services, VAT and any other costs or expenses.
5.2 Unless otherwise agreed in Writing
between the Buyer and the Seller, the Seller shall be entitled to invoice the
Buyer for the price on or at any time after delivery of the Goods to the Buyer.
If the Buyer collects the Goods, then the Seller shall be entitled to invoice
the Buyer upon collection of the Goods.
5.3 If the Buyer wrongfully fails to
take delivery of the Goods, the Seller shall be entitled to invoice the Buyer
for the price at any time after the Seller has notified the Buyer that the
Goods are ready for collection or (as the case may be) the Seller has tendered
delivery of the Goods.
5.4 Payment of the invoice amount is
due strictly within 30 days of the date of the Seller’s invoice,
notwithstanding that delivery may not have taken place and the property in the
Goods has not passed to the Buyer. Time for payment shall be of the essence of
5.5 We will charge £150.00 excluding VAT
administration charge for late payments invoiced directly from 1 UP Security This
administration charge will be incurred to cover our collection costs.
5.6 The Seller shall be entitled to
invoice the Buyer for the price of Goods upon placing an order with a third
party for the Goods and payment shall be made by the Buyer within 14 days. The
Seller is under no obligation to order Goods without firstly receiving payment
from the Buyer.
5.7 The Seller shall be entitled to submit
interim invoices to the Buyer at its discretion.
5.8 The sums due from the Buyer are
owed without and free and clear of any deduction for set-off or counterclaim
and any withholding for or on account of any tax or any other deduction, unless
required by law.
5.9 The Buyer is not entitled to any
rights of set-off or rights of retention, whatsoever.
5.10 Payment shall be by bank transfer
to the Seller’s nominated bank account, by credit or debit card. The Seller
only accepts cheque payment for customers who hold a valid credit account with
1 UP SECURITY SYSTEMS.
5.11 The Seller reserves the right to set-off
any monies paid by the Buyer against moneys which may be or become due and
5.12 The Seller may terminate the
contract immediately and without notice if payment is not made upon the terms
set out herein. The Seller shall be able to sue the Buyer for breach of
contract in these circumstances.
5.13 The Seller, at its discretion,
may charge the Buyer for remedial work to the Goods which is carried out as a
result of the Buyer failing to follow the instructions provided relating to the
operation and maintenance of the Goods.
5.14 In the case of export orders,
payment shall be in pounds sterling unless otherwise agreed in Writing signed
by the Seller’s authorised representative.
6. EXPORT TERMS
6.1 Where Goods are supplied for
export from the United Kingdom, the provisions of this clause 6 shall (subject
to any specific terms agreed in Writing between the Buyer and the Seller) apply
notwithstanding any other provision of these Conditions.
6.2 The Buyer shall be responsible for
complying with any legislation or regulations governing the importation of the
Goods into the country of destination and for the payment of any duties and
6.3 The Buyer shall be responsible for
arranging for inspection of the Goods at the Seller’s premises before shipment.
The Seller shall have no liability for any claim in respect of any defect in
the Goods which would be apparent on inspection and which is made after
shipment, or in respect of any damage during transit
6.4 The Buyer undertakes not to offer
the Goods for resale in any other country notified by the Seller to the Buyer
at or before the time the Buyer’s order is accepted, or to sell the Goods to
any person if the Buyer knows or has reason to believe that that person intends
to resell the Goods in any such Country.
6.5 Where shipping products internationally,
the Buyer should be aware that cross-border shipments are subject to opening
and inspection by customs authorities.
7. INSOLVENCY OF BUYER
7.1 This clause applies if:
7.1.1 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 purpose of amalgamation or reconstruction);
7.1.2 an encumbrancer takes
possession, or a receiver is appointed, of any of the property or assets of the
7.1.3 the Buyer ceases, or threatens
to cease, to carry on business, or
7.1.4 the Seller reasonably apprehends
that any of the events mentioned above is about to occur in relation to the
Buyer and notifies the Buyer accordingly.
7.2 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 and if any of the Goods have not been delivered the Seller may sell
the Goods at the best price readily obtainable and (after deducting all
reasonable storage and selling expenses) account to the Buyer for the excess
over the price under the Contract or charge the Buyer for any shortfall below
the price under the Contract.
7.3 Without incurring any liability
for loss or damage to the Buyer, the Company shall also be entitled to rescind
or cancel the contract in the following circumstances: (a) any circumstances
that are beyond the reasonable control of the Company that prevent it from
performing the contract in its part or entirety; or (b) war, threat of war,
sabotage, insurrection, civil disturbance, lock-out, trade disputes or strike
(whether involving employees of the Seller or third parties); or (c) flood; or
(d) accident to plant or machinery; or (e) failure of sub-contractors or
agents; or (f) acts, restrictions, regulations, bye-laws, prohibitions or other
measures of any kind on the part of any governmental, parliamentary or local
authority; or (g) import or export regulations or embargoes; or (h) difficulty
in obtaining raw materials, labour, fuel, parts or machinery or a break down or
power failure in the machinery; or (i) failure to obtain the Goods from the
manufacturer. (Sub-clauses (a) to (i) being “Force Majeure”)
8.1 Risk of damage to the Goods or
loss shall pass to the Buyer: (a) upon delivery of the Goods to the Buyer or to
such person as the Buyer shall direct; or (b) upon collection of the Goods from
8.2 In the case of Goods to be
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, the time when the
Seller has tendered delivery of the Goods.
8.3 The Buyer shall insure the Goods from the
date of their delivery to him until their title has passed to him and the
Seller shall be entitled to call for details of the insurance policy.
8.4 If the Buyer shall not insure the
Goods or shall fail to supply details of its policy on demand to the Seller
then the Buyer shall reimburse the Seller for the cost of any insurance which
the Seller may reasonably arrange in respect of any of the Goods during the
whole or any part of the period from the date of the Seller’s delivery of the
Goods until the date of payment to the Seller of the price.
9. TITLE RETENTION
9.1 Until the purchase price of the
Goods comprised in this or any other contract between the Seller and the Buyer
and all other sums whatsoever which are or shall become outstanding from the
Buyer to the Seller shall have been paid or satisfied in full (and if by
cheque, then only upon clearance):
9.1.1 The property in the Goods
remains vested in the Seller (notwithstanding the delivery of the same and the
passing of the risk therein).
9.1.2 The Buyer shall store the Goods in such
a way that they can be readily identified as being the Seller’s property.
9.1.3 The Buyer shall on request inform the
Seller of the precise location of each item of the Goods identified where
applicable by its serial number, by supplying the Seller at the Buyer’s expense
within seven days of the Seller’s request with a written schedule of the said
9.1.4 The Buyer may sell the Goods in
the normal course of its business and may pass good title to its customer being
a bona fide purchaser for value without notice of the Seller’s rights on the
188.8.131.52 The Seller shall be entitled,
immediately as a result of its ownership of the Goods, to the beneficial
ownership of the proceeds of such sale which the Buyer shall accordingly hold
as fiduciary for the Seller
184.108.40.206 The Buyer shall account to the Seller
on demand with the said proceeds of sale provided that no such demand shall be
made by the Seller in the absence of its having reasonable cause to believe
that the Buyer might default in making payment for the Goods on the terms
220.127.116.11 The Seller shall be entitled
to make a claim directly against the Buyer’s customer for any purchase monies
unpaid by such customer provided that no such claim shall be made by the Seller
in the absence of its having reasonable cause to believe that the Buyer might
default in making payment for the Goods on the terms contained herein;
18.104.22.168 The Seller may at any time
revoke the Buyer’s said power of sale in
22.214.171.124 The Buyer shall notify the
Seller without delay of any attachment of the Goods or actions by third parties
which might infringe our title to the Goods.
126.96.36.199 Upon determination of the
Buyer’s power of sale the Seller shall be entitled by itself its servants or
agents to enter upon any of the Buyer’s premises for the purpose of removing
and repossessing such Goods or their proceeds of sale and the Seller shall be
entitled to claim from the Buyer the costs and expenses incurred by the Seller
in and ancillary to the process of such removal and repossession.
9.1.5 Until title in the Goods has
passed to the Buyer, the Buyer shall not purport to be the owner of the Goods
and shall not show the Goods as stock in the Buyer’s accounts.
9.2 Nothing in these Conditions shall:
9.2.1 Entitle the Buyer to return the
Goods or to delay payment thereof; or
9.2.2 Constitute or be deemed to have
constituted the Buyer as the Seller’s agent; or
9.2.3 Render the Seller liable to any
third party for any unauthorised representation or warranty made or given by
the Buyer to such third party in relation to the Goods; or
9.2.4 Prevent the Seller from
maintaining an action for the price notwithstanding that the property in the
Goods may not have passed to the buyer.
10. LIEN The
Seller retains a general lien on any of the Buyer’s equipment or materials in
its possession for any unpaid balance the Buyer may owe to the Seller. The
Seller shall be entitled to sell such equipment or materials in the event that
payment is not made in full within 28 days of notice given to the Buyer by the
Seller of its exercise of the lien. The proceeds of sale may be taken by the
Seller for reimbursement of the expense of exercise of the lien and the sale,
and payment of the said balance and the Seller shall account for any surplus.
11. MINIMUM ORDER
SURCHARGE 1 UP Security reserves the right to apply a minimum order Surcharge of
£5.00 for customers who wish to pay by card in a single transaction. Minimum
Orders - Card Payments £5.00 Credit Account £10.00
12.1 Delivery of the Goods shall be
made by the Buyer collecting the Goods at the Seller’s premises at any time
after the Seller has notified the Buyer that the Goods are ready for collection
or, if some other place for delivery is agreed by the Seller, by the Seller
delivering the Goods to that place.
12.2 Any dates quoted for delivery of
the Goods are approximate only and the Seller shall not be liable for any delay
in delivery of the Goods howsoever caused. Time for delivery shall not be of
the essence unless previously agreed by the Seller in Writing. The Goods may be
delivered by the Seller in advance of the quoted delivery date upon giving
reasonable notice to the Buyer.
12.3 Where the Goods are to be
delivered in instalments, each delivery shall constitute a separate contract
and failure by the Seller to deliver any one or more of the instalments in
accordance with these Conditions or any claim by the Buyer in respect of any
one or more instalments shall not entitle the Buyer to treat the Contract as a
whole as repudiated.
12.4 If the Seller fails to deliver
the Goods for any reason other than any cause beyond the Seller’s reasonable
control or the Buyer’s fault, and the Seller is accordingly liable to the
Buyer, the Seller’s liability shall be limited to the excess (if any) of the
cost to the Buyer (in the cheapest available market) of similar goods to
replace those not delivered over the price of the Goods.
12.5 If the Buyer falls to take
delivery of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery (otherwise than by reason of any
cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault)
then, without prejudice to any other right or remedy available to the Seller,
the Seller may:
12.5.1 store the Goods until actual
delivery and charge the Buyer for the reasonable costs (including insurance) of
12.5.2 sell the Goods at the best
price readily obtainable and (after deducting all reasonable storage insurance
and selling expenses) account to the Buyer for the excess over the price under
the Contract or charge the Buyer for any shortfall below the price under the
12.6 All goods are deemed to be
delivered in good condition and the Buyer accepts the same unless he has stated
that the Goods are “unchecked” or “unexamined” on the delivery or collection
note when signing for delivery or collection
12.7 The contract is divisible, each delivery
made hereunder shall be deemed to arise from a separate contract and shall be
invoiced separately; and invoice for a delivery shall be payable in full in
accordance with the terms of payment provided for herein, without reference to
and notwithstanding any defect of default in delivery of any other instalment.
13.1 The Seller hereby guarantees, for
1 UP SECURITY SYSTEMS branded items,
to the Buyer that: -
13.1.1 The Seller shall free of charge
either repair or, at its option, replace defective Goods where the defects
appear under proper use within 12 (twelve) months from the date of the first
delivery or such other period or periods as may be agreed in Writing between
the Seller and the Buyer whichever is the first to expire, PROVIDED THAT
13.1.2 notice in Writing of the
defects complained of shall be given to the Seller upon their appearance, and
13.1.3 such defects shall be found to
the Seller’s reasonable satisfaction to have arisen solely from the Seller’s
faulty design, workmanship or materials, or a combination of these
13.1.4 For the avoidance of doubt,
defects will not be regarded as having arisen solely from the Seller’s faulty
design, workmanship or materials in any of the following circumstances:
13.1.5 where such defects arise from
any drawing, design or specification supplied by the Buyer; or
13.1.6 where such defects arise from
fair wear and tear, wilful damage, negligence, abnormal working conditions,
failure to follow the Seller’s instructions (whether oral or in Writing),
misuse or alteration or repair of the Goods without the Seller’s approval; or
13.1.7 where such defects arise in
parts, materials, or equipment which have not been manufactured or designed by
the Seller but have been purchased at the Buyer’s request by the Seller from
their designer and manufacturer or from some other third party (“the Third
13.1.8 Any repaired or replaced Goods
shall be redelivered to the Buyer free of charge to the original point of
delivery but otherwise in accordance with and subject to these Conditions.
13.1.9 Alternatively to Condition
13.1.1, the Seller shall be entitled
at its absolute discretion to refund the price of the defective Goods in the
event that such price shall already have been paid by the Buyer to the Seller,
or, if such price has not been paid, to relieve the Buyer of all obligation to
pay the sum by the issue of a credit note in favour of the Buyer in the amount
of such price.
13.2 In respect of all Goods supplied
to the Seller by a Third Party Supplier the Seller will pass on to the Buyer
(in so far as possible) the benefit of any warranty given to the Seller by such
Third Party Supplier and will (on request) supply to the Purchaser details of
the terms and conditions of such warranty and copies of any relevant product
information sheets, technical data sheets or product leaflets issued by such
Third Party Supplier and the Buyer shall be solely responsible to the entire
exclusion of the Seller from complying with the same.
13.3 The Seller’s liability under this
Condition shall be to the exclusion of all other liability to the Buyer whether
contractual, tortuous or otherwise for defects in the Goods or for any loss or
damage to or caused by the Goods, and all other conditions, warranties,
stipulations or other statements whatsoever concerning the Goods, whether
express or implied, by statute, at common law or otherwise howsoever, are
hereby excluded in particular (but without limitation of the foregoing) the
Seller grants no warranties regarding the fitness for purpose, performance,
use, nature or merchantable quality of the Goods, whether express or implied,
by statute, at common law or otherwise howsoever.
13.4 Notwithstanding anything
contained in these Conditions or the Contract, in no circumstances shall the
Seller be liable, in contract, tort (including negligence or breach of
statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for
any loss of profit, business, contracts, revenue, or anticipated savings, or
(ii) for any special indirect or consequential damage of any nature whatsoever.
13.5 Notwithstanding anything
contained in these Conditions or the Contract, the Seller’s liability to the
Buyer in contract, tort (including negligence or breach of statutory duty) or
howsoever otherwise arising, shall be limited to the price of the Goods
specified in the Contract.
13.6 If and to the extent that
sections 6 and/or 7(3A) of the Unfair Contract Terms Act 1977 apply to the
Contract, no provision of the Conditions shall operate or be construed to
operate so as to exclude or restrict the liability of the Seller for breach of
the applicable warranties as to title and quiet possession implied into the
terms and conditions of the Contract by section 12(3) of the Sale of Goods Act
1979, or section 2(3) of the Supply of Goods and Services Act 1982, whichever
Act applies to the Contract.
13.7 If and to the extent that section
2(1) of the Unfair Contract Terms Act 1977 applies to the Contract nothing in
the Conditions shall operate or be construed to operate so as to exclude or
restrict the liability of the Seller for death or personal injury caused by
reason of the negligence of the Seller or of its servants, employees or agents.
13.8 Where the Goods are sold under a
consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights
of the Buyer are not affected by these Conditions.
13.9 The Seller shall not be under any
liability for any failure to perform any of its obligations under the Contract
due to Force Majeure. Following notification by the Seller to the Buyer of such
cause, the Seller shall be allowed a reasonable extension of time for the
performance of its obligations.
13.10 The Buyer accepts as reasonable
that the Seller’s total liability for any Goods which are defective shall be as
set out in these Conditions: in fixing that limit the Buyer and the Seller have
had regard to the source specification and Contract price of the Goods, their
nature, the use they will receive, and the resources available to each party
including servicing facilities and insurance cover, to meet any liability.
14. HEALTH AND SAFETY
The Buyer’s attention is drawn to the
provisions of Section 6 of the Health and Safety at Work Act 1974. The Seller
will make available on written request such information on the Goods as is in
the Seller’s possession to ensure that as far as is reasonably practicable they
are reasonably safe and without risk to health when properly used.
15. SELLER’S EXPERTISE
The Buyer, subject as hereinafter
provided, shall keep and procuring to be kept confidential all information
supplied by the Seller of a confidential nature provided that the Seller shall
first have given notice in Writing to the Buyer of the confidential nature of
such information before so supplying it.
16. INTELLECTUAL PROPERTY
The copyright subsisting or which
subsequently subsists in all documents, drawings, specifications, designs,
programmes or any other material prepared by the Seller whether readable by
humans or by machines shall belong to the Seller absolutely and they shall not
be reproduced or disclosed or used in their original or translated form by the
Buyer without the Seller’s written consent for any purpose other than that for
which they were furnished.
17.1 If any claim is made against the
Buyer that the Goods infringe or that their use or resale infringes the patent,
copyright, design, trade mark or other industrial or Intellectual Property
Rights of any other person, then (except where clause 13.1.3 applies) 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 of the claim, provided that:
17.1.1 the Seller is given full
control of any proceedings or negotiations in connection with any such claim;
17.1.2 the Buyer shall give the Seller
all reasonable assistance for the purpose of any such proceedings or
17.1.3 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
17.1.4 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 any such policy
or cover (which the Buyer shall use its best endeavours to do);
17.1.5 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
17.1.6 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 loss, damages, costs or expenses for which the Seller is liable to
indemnify the Buyer under this clause.
18.1 The Seller is committed to
protecting the privacy of Buyers.
18.2 Notwithstanding the above, the
Seller retains the right to share and process information about customers and
customer accounts through means such as factoring or Confidential Invoice
Discounting. The Seller shall not be liable to the Buyer for any loss, costs,
damages, charges or expenses incurred by the Buyer in factoring customer
18.3 The Seller insures customer
accounts against insolvency and, as such, will share personal information
provided by the Buyer.