STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS TO CUSTOMERS
These Terms and Conditions apply to all transactions between Eurosecure a company who are part of the GFD Group of companies – GFD Trading Ltd is registered in England and Wales with company with company number 6479286 and VAT Registration Number: 927700717
The customer’s attention is drawn in particular to the provisions of clause 9.
In this document the following words shall have the following meanings
Customer the person or firm who purchases the Goods from the Supplier.
Supplier Euro Secure a subsidiary of the GFD Trading Group (registered in England and Wales with company number 6472986).
Supplier’s Website the main Supplier website, http://www.eurosecure.com/
Business Day – Eurosecure is a 24/7 online business with formal office hours of Monday to Friday 9.00am – 5.00pm
Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 17.2
Contract the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions as defined in Clause 3.0
Order the Customer’s order for the Goods, as set out in the Customer’s online purchase order form (as submitted on the Supplier’s Website) or as communicated to the Supplier by phone or email, or as otherwise communicated as the case may be. Although it is anticipated that all transactions will be completed by on-line means where reference is made to “in writing” this shall be deemed to include letters and “e”mails
Delivery Location the delivery location as notified to the Supplier by the Customer in the Order.
End User a person or organisation that buys the Goods from the Customer for the purpose of using the Goods at End User Premises.
End User Premises the location at which the End User installs the Goods.
Force Majeure Event an event or circumstance beyond a party’s reasonable control.
Goods the goods (or any part of them) set out in the Order.
Warranty Period the warranty period for the Goods which shall begin on the date of delivery and shall last a period of twelve months from Eurosecure – regardless of any other period which may be stated by the manufacturer see clause 7.1
A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.2 In accordance with English and Welsh law for the purposes of these Terms and Conditions the customer is a consumer and there are a number of warranties implied into the Contract of sale and supply of the Goods and Services which cannot by law be restricted or excluded. It is important for the Customer to know that nothing in these Terms and Conditions shall affect these and the other statutory rights that the Customer has as a Consumer.
2.3 Any omission or error in any Web page content, sales literature, pricing policy, Order Summary, and /or acknowledgement, dispatch note, invoice or any other document issued by the Supplier may be corrected by the Supplier without liability.
2.4 The Eurosecure web site is intended for the supply of Goods to those Customers in the United Kingdom and, for the avoidance of doubt, any client outside of the UK must first contact the Company to determine costs in respect of delivery of goods.
3. Basis of contract
3.1 Entire agreement.
3.1.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
3.1.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
3.2 Assignment and other dealings
3.2.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
3.2.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
3.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
3.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
3.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s marketing documents or on the Supplier’s Website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
3.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.
3.7 No variation to these Terms and Conditions shall be binding unless agreed in writing by the Supplier.
4.0 The Goods
4.1 Goods are described in the Supplier’s marketing documents and Supplier’s Website.
4.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.3 Where any issue may arise preventing the Supplier (or their goods manufacturer/supplier) to deliver the Goods ordered and paid for by the Customer, the Supplier may, at its discretion, contact the customer and offer to supply or deliver a substituted product or offer a refund to the Customer of the price paid for such Goods, in the case of an account customer an appropriate credit will be raised in respect of the unavailable goods.
4.4 As all goods are in the first instances procured by the Supplier from the manufacturer there may be slight differences in colour and finish of multiple product, the Supplier can accept no responsibility for such deference but will endeavour to ensure that where a customer orders multiple products of the same specification they are the best match available.
4.5 When products are procured by the Supplier from the Manufacturer for resale to the public such procurement is carried out on the understanding that the product matches the advised specification is of marketable quality and fit for purpose- should a defect / fault subsequently develop as a consequence of any action by the manufacturer ie changes to specification that render the product unable to fulfil the purpose for which it was designed – Eurosecure will not accept any claims for direct or consequential damage arising out of the actions of the manufacturer.
5.0 Price and Payment
5.1 The price of the Goods shall be the price set out on the Suppliers web site and confirmed in the Order, (plus any additions for insurance or carriage as may be required) if no price is quoted, the price shall be as set out in the Supplier’s marketing documents or displayed on the Supplier’s Website in force as at the date of delivery.
5.2 The Supplier may, by giving notice to the Customer at any time up to twenty (20) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
5.2.1 any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
5.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
5.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
5.3 All prices are valid as quoted and are subject to VAT at the prevailing rate on the date of despatch.
5.4 The Customer shall pay for the Goods at the point of Order unless otherwise agreed.
6.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note / delivery confirmation “e” mail that shows the date of the Order, the contract number, all relevant Customer and Supplier reference numbers and the type and quantity of the Goods (including the code number of the Goods, where applicable).
6.2 The date of delivery as specified by the Supplier is an estimate only and delivery shall not be deemed “of the essence of the contract” and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.
6.3 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
6.4 Delivery of all goods will be by the Suppliers nominated Carrier, and delivery is completed on the completion of the unloading of the Goods at the Delivery Location the Customer is responsible for checking all goods and must notify the Supplier immediately of any discrepancies as to the order.
6.5 The Supplier shall not be liable for any delay in delivery of the Goods that is caused by Customer’s failure to provide the Supplier / Carrier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.5.1 NOTE 1 – The current nominated carrier used by Eurosecure is DPD and all deliveries are booked as “next day deliveries” however Eurosecure cannot accept any claim for any late deliveries as a result of DPD over commitment (i.e. seasonal deliveries etc)
6.5.2 NOTE 2 – to assist in their deliveries DPD operate their own “Track it” App and all customers are advised /requested to make the use of this App if they are aware that they will be unavailable to accept delivery in person.
6.5.3 NOTE 3 – the “Track it” App allows the customer to nominate a “safe” / “designated” place (i.e. neighbour) etc for leaving any delivery in their absence, it is the customers responsibility to ensure that all information that they provide to DPD is accurate and their chosen “safe” / “designated “place is both is safe and secure
6.5.4 NOTE 4 – as Eurosecure have no control /input into information provided to DPD by the customer they can accept no responsibility for any loss or damage to goods resulting from the customers failure to comply with this request – examples of such loss /damage would also include but not be limited to –
- Keys left with a neighbour and any subsequent security risk
- Packages left on site and stolen
- Accidental removal of packages by a third party (i.e. left in a wheelie bin on collection day)
6.6 The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event
6.7 Where the Customer has not received the Goods within 48 hours of the anticipated date of delivery, the Customer must notify the Supplier immediately.
6.8 If the Customer fails to take delivery of the Goods within three working days of the Supplier attempting to deliver the goods or notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract: the Supplier shall store the Goods until notified by the customer of any alternative delivery arrangements, and reserve the option to charge the Customer for all related costs and expenses (including insurance).
6.9 Should the Customer fail to take delivery of the Goods within ten working days of the Supplier attempting to deliver the goods or notifying the Customer that the Goods are ready, the Supplier shall deem the Order to be cancelled by the customer and may resell or otherwise dispose of part or all of the Goods
6.10 Where an order comprises products of multiple manufacturers, (i.e. Brisant) and such delivery is scheduled as individual instalments/items any delay in delivery or defect in a single item shall not entitle the Customer to cancel the order in total.
6.11 where a defect occurs in any product and the customer is required to return it in whole or in part- the customer is requested to provide email proof of the postage costs which on receipt of the returned item(s) all postage costs will be refunded back to the original Debit/ Credit card, provided the defect is accepted – in respect of all goods the following conditions shall apply
6.11.1 All returned items will be inspected by the product manufacturer. Eurosecure will not in any instance refund any items where the manufacturer advises that either of the following have occurred
- The product has been subject to abuse
- The manufacturers maintenance and guidance instructions have not been followed
- Where the defect /return relates to a specific complaint the following shall apply
6.11.2 Damaged/incorrect items (excluding key cutting) Replacement item(s) will only be sent once we have received the returned item(s) and inspected them
6.11.3 Incorrect item ordered by customer – Returns (excludes key cutting) Any return is subject to a 15% re-stocking fee which will be deducted from the refund back to the original card. Any keyed alike cylinders that are returned will be subject to a £6 re-pinning charge which will be deducted from the refund.
6.11.4 Incorrect item ordered by customer – Replacements (excludes key cutting) Any return is subject to a 15% re-stocking fee which will be deducted from the returned item cost. A further delivery charge of £7.50 will also be levied to the original card used for payment. Any keyed alike cylinders that are returned will be subject to a £6 re-pinning charge which will be deducted from the refund.
6.11.5 Key cutting – Damaged/Incorrect key We will send out a replacement free of charge. Please note we cannot accept a return of keys that have been cut to code.
NOTE – WHERE A CUSTOMER ORDERS / REQUESTS ADDITIONAL KEYS TO ENSURE THE SECURITY OF THE CUSTOMER THE FOLLOWING PROCEDURE APPLIES –
The initial customer order is placed with Eurosecure – we shall in the case of Ultion locks pass this information to Brisant ( the holder of the algorithms that allow for the individuality of keys cut) Brisant shall in turn mail the customer to confirm that the order is genuine and is the request of the customer/ designated key owner, only upon receipt of such confirmation will the new keys be cut.
Any delay on the part of the customer in responding to Brisant will result in a delay in the delivery date of the requested keys – as Eurosecure have no control /input into information provided to Brisant by the customer they can accept no responsibility for any subsequent delay in delivery of the keys
7.0 Quality / Warranty
7.1 Wherever the product manufacturer issues a product warranty such warranty will be passed on to the customer, for specific information refer to the appropriate product page on the web site – however the warranty period offered by Eurosecure shall be limited to twelve months on the part of Eurosecure irrespective of product or any additional time frame as may be offered by individual manufacturers – after expiry of twelve months Eurosecure shall assist the customer in any claim which they may wish to bring against any supplier but shall accept no liability for any such claim.
For this initial twelve-month period Eurosecure warrants that on delivery, and for the twelve-month Warranty Period, the Goods shall:
7.1.1 conform in all material respect with their on the Supplier’s Website;
7.1.2 be free from material defects in design, material and workmanship;
7.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
7.1.4 be fit for any purpose as advertised by the Supplier.
7.2 Subject to clause 7.5, if:
7.2.1 the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
7.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
7.2.3 the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 7.1 in any of the following events:
7.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2;
7.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods; i.e. a typical example would be a child accidently locks the family out of the home by operating a lock incorrectly resulting in third party accommodation costs – in such instance Eurosecure would accept neither liability or any costs direct or consequential
7.3.2 the Customer alters or repairs such Goods without the written consent of the Supplier;
7.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.3.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.
7.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8.0 Title and Risk
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall not pass to the Customer until the earlier of:
8.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or
8.2 Until title to the Goods has passed to the Customer, where the goods are held as stock items by the Supplier the Supplier shall:
8.2.1 hold the goods on a fiduciary (good faith) basis as the Customer’s bailee (custodian);
8.2.2 store the Goods independently from all other goods held by the Supplier so that they remain readily identifiable as the Customers property;
8.2.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.2.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price until the date for delivery;
8.2.5 notify the Supplier immediately if it (the Supplier) becomes the subject to any of the events list in clause 11.1
9.0 Limitation of Liability
9.1 Where the Customer has notified the Supplier of a problem with the Goods within 30 days of delivery, the Supplier will (subject to clause 6) either make good any shortage or non-delivery; replace or repair any Goods that are damaged or defective upon delivery; or refund to the Customer the amount paid by the Customer for the Goods in question.
9.2 The Supplier shall have no liability to pay any money to the Customer by way of compensation other than any refund the Supplier makes under these Terms and Conditions whereby the Supplier’s total liability to the Customer in respect of any losses arising under or in connection with this agreement shall not exceed the price of the Order.
9.3 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
9.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.3.2 fraud or fraudulent misrepresentation;
9.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.3.4 defective products under the Consumer Protection Act 1987; or
9.3.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.4 Subject to clause 9.3:
9.4.1 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
9.4.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 120% of the price of the Goods.
9.5 Goods are intended for use in the UK only and the Supplier cannot confirm that the Goods comply with any laws, regulations or other standards applicable outside the UK. All Goods are sold in accordance with the manufacturer’s specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the Goods
10.1 As the majority of products are available “off the shelf” and upon 24-hour delivery and notified for dispatch immediately upon receipt of order the Customer to avoid the additional costs incurred in handling , restocking, administration charges etc may only cancel an order by giving the Supplier notice of cancellation within 30 minutes of placing such order, such notice may be given by phone or email. Where the Customer is in receipt of the goods and wishes to cancel because of an alleged defect with the Goods, they must notify the Supplier of the problem at the time of cancellation and the Customers web site Returns Policy shall apply in respect of such goods
10.2 On cancellation for whatever reason, the Customer must return the Goods to the Supplier at the Customer’s cost in accordance with the Suppliers Returns Policy.
11.1 The Supplier may suspend further supply or delivery, stop any Goods in transit or terminate the contract by notice in writing to the Customer if the Customer is in breach of an obligation hereunder or the Customer becomes unable to pay its debts when they fall due or proceedings are commenced by or against the Customer alleging bankruptcy or insolvency.
11.2 Upon termination, the Customer’s indebtedness to the Supplier becomes immediately due and payable and the Supplier shall be under no further obligation to supply Goods.
12.0 Force Majeure
12.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. for example, but not limited to acts of God, war, strikes, lockouts, flood and failure of third parties to deliver Goods, the Supplier shall be relieved of its obligations and liabilities under such agreement for as long as such fulfilment is prevented.
12.2 If the period of delay or non-performance continues for three (3) weeks, the party not affected may terminate this Contract by giving one (1) weeks written notice to the affected party.
13.0 Health and Safety
13.1 The Customer when purchasing goods from the Supplier acknowledges that there may be health and safety requirements pertaining to the products and their application and as such accepts all responsibility to ensure that all such requirements are met once delivery of the goods is undertaken. The Customer is deemed to assume full responsibility and liability for the consequences of its actions when using the goods and the Supplier accepts no responsibility for the actions of the Customer in the use of the goods. Where the Customer believes that the Suppliers goods (i.e solvents) are being misused by any third party the Customer is requested to notify the Supplier so the appropriate action may be undertaken.
14.0 Hazardous Goods
14.1 As some products contained within the Suppliers web site are categorised as “Hazardous Goods” the Customer is requested to contact the Supplier and ascertain any specific requirements that may govern the transportation and use of such products when placing their order, failure to request such information will render the Customer liable for any future misuse
15.0 Age Restrictions for Specific Goods
15.1 Where a Customer places an Order for age-restricted Goods such as solvents and certain tools, the Customer confirms that it is over the age of 18 and that delivery will be accepted by a person over the age of 18. The Supplier reserves the right to cancel the Order if the Supplier reasonably believes the Customer is not legally entitled to order certain Goods.
16.0 Call Recording
16.1 The Customer acknowledges and accepts that as a part of the Suppliers Quality Procedures all telephone calls are recorded for purposes of record, quality and training purposes
17.0 General conditions
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
17.3 Third party rights.
No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
17.4 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.