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
1.0 DEFINITIONS In this document the following words shall have the following meanings:
1.1 “Customer” means any person who purchases Goods from the Supplier;
1.2 The “Supplier” means Eurosecure
1.3 “”Terms and Conditions” Means the Terms and Conditions of Sale set out in this document and any special conditions agreed in writing by the Supplier.
1.4 These terms and conditions apply to the use of this Website and by accessing this Website and/or placing an order over the telephone through our Customer Services; you agree to be bound by the terms and conditions which are set out below.
1.5 Contract” is as defined in clause 3.0 below;
1.6 “Order Summary” means the quotation on the Website describing the Goods to be provided by the Supplier and the relevant costs;
1.7 “Order Means the contract between the Supplier and the Customer for the sale and purchase of Goods in accordance with these Terms and Conditions.
1.8 “Goods” Means the goods (or any part of them) set out in the Order.
1.9 Although it is anticipated that all transaction s will be completed by on-line means where reference is made to “in writing” this shall be deemed to include letters, faxes and “e”mails.
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 This 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.
3.0 Basis of Contract
3.1 These Terms and Conditions govern the sale of Goods by the Supplier to the Customer. These Terms and Conditions constitute the entire and only agreement between the parties in relation thereto. The Suppliers’ acceptance of the Order by delivery of the Goods constitutes a legally binding contract between the parties on these Terms and Conditions.
3.2 All orders placed by the Customer are on the basis of these Terms and Conditions and are subject to acceptance by the Supplier by delivery of the Goods to the Customer, at which point a legally binding contract is constituted between the parties. The processing of payment and acknowledgment of the Customers Order does not constitute legal acceptance of the Order.
3.3 These Terms and Conditions supersede all previous terms and conditions issued by the Supplier and the Customer agrees to be governed by them in all matters arising from the purchase of Goods from the Supplier.
3.4 No variation to these Terms and Conditions shall be binding unless agreed in writing by the Supplier.
4.0. Price and Payment
4.1 The price payable for the Goods is that set out on the Supplier’s website at the time the Order is placed, plus any charges for insurance and carriage as maybe required
4.2 Subject to clause 4.3, the Supplier must receive payment for the whole of the price of the Goods ordered, and any applicable charges for packaging, insurance and delivery, before the Order can be accepted unless the Supplier has agreed otherwise in advance in writing.
4.3 If the Customer has entered into an account relationship with the Supplier, payment shall be made in full at the end of the month following date of invoice. Time shall be of the essence for payment and the Supplier reserves the right to revoke credit if the Customer fails to make payment when due, each and every delayed payment will incur interest payable at the rate of 4 per cent over the current bank base lending rate base.
4.4 Where the Customer is a Business the Business is responsible for all orders placed by its authorised employees and the Supplier is not bound by any individual order limit the Business may impose on its authorised employees. The Customer/ Business must inform the Supplier in writing as soon as a relevant employee is no longer authorised to place and receive Orders.
4.5 All prices quoted are subject to VAT at the prevailing rate on the date of despatch.
4.6 Prices are valid unless the Supplier requires for commercial reasons to vary any price – where such circumstances occur the Supplier shall notify the Customer immediately upon receipt of the order before the goods are processed.
5.0 Delivery and Title
5.1 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.
5.2 Title in the Goods shall pass to the Customer only upon payment in full for the Goods and any associated charges, subject to this clause 5.2 and clause 5.3, title to the Goods will remain with the Supplier until such time as all Goods are ready for despatch and paid for in full.
5.3 Until title to the Goods has passed to the Customer, where the goods are held as stock items by the Supplier the Supplier shall:
- hold the goods on a fiduciary (good faith) basis as the Customer’s bailee (custodian);>
- store the Goods independently from all other goods held by the Supplier so that they remain readily identifiable as the Customers property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price until the date for delivery;
- notify the Supplier immediately if it (the Supplier) becomes the subject to any of the events list in clause 12.1;
5.4 Where the Customer is a Business the Supplier will provide such information relating to changes in the specification of the Goods as the Customer may require from time to time. Where the Customer is a Business they may resell, or use the Goods in the ordinary course of its business.
5.5 Where the Customer has not received the Goods within 48 hours of the anticipated date of delivery, the Customer must notify the Supplier immediately.
5.6 The Supplier will endeavour to deliver the Goods in accordance with the Order within the stated delivery time, should the Supplier fail to make the delivery within 30 days of the Order, the Customer will have the option of cancelling the Order by notifying the Supplier in writing. Delivery of all goods will be by the Suppliers nominated Carrier, the Customer is responsible for checking all goods and must notify the Supplier immediately of any discrepancies as to the order.
6.0 Product Availability
6.1 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.
6.2 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.
7.1 The Supplier as a reseller of goods only sell security products which we have personally vetted, however as these products are all manufactured by “third party” companies no product guarantee other than offered by the original manufacture the period of guarantee will in no instance exceed 12 months from the date of purchase of the Goods.
8.0 Returns, Shortages, Damaged Goods
8.1 As the problems which impact individual products and the methods of resolving such problems can vary greatly we would request all purchasers read the “Returns Policy” contained within our web site to acquaint themselves with the requirements for individual products.
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 Terms and Conditions shall exclude or limit the liability of the Supplier for:
9.3.1 Death or personal injury caused by the negligence of the Supplier, its agents or employees; and/or
9.3.2 Fraud or fraudulent misrepresentation by the Supplier its agents or employees;
9.3.3 Any other form of liability which cannot by law be restricted or excluded.
9.4 Subject to clause 9.3, the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the price for the Goods and Services.
9.5 Subject to clause 9.3, the Supplier shall not be liable under any circumstances to the Customer where the Customer is a Business, or any third party related to any business transaction, for any loss of profit, indirect or consequential or other economic loss (including, without limitation, loss of reputation, loss of goodwill and loss of business) suffered by the Customer howsoever caused, as a result of any negligence, breach of contract or otherwise. Where the Customer is a business, the Customer hereby agrees to hold the Supplier harmless, and indemnify the Supplier against any liability associated with, any claim or allegation that the Supplier is responsible for any failings in the installation or use of Goods that the Supplier supplies.
9.6 This clause 9.3 is not intended to affect the Customers statutory rights, nor is it intended to exclude the Supplier’s liability to the Customer for fraudulent misrepresentation or for death or personal injury resulting from the Supplier’s negligence or any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.7 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.
10.0 Force Majeure
10.1Where the Supplier is prevented or delayed from carrying out its obligations under this agreement as a consequence of causes beyond its control such 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.
11.1 As the majority of products are available upon 24-hour delivery the Customer may only cancel an order by giving the Supplier notice of cancellation within 24 hours of placing such order or prior to receipt of the goods, such notice may be given by phone, mail, fax 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
11.2 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.
12.1 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.
12.2 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.
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 Age Restrictions for Specific Goods
14.1 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.
15.1 Where specific technical information / specifications are provided with the goods i.e. Drawings, photographs, part numbers, layout and style etc these are all considered the property of the Supplier/ Manufacturer and reproduction of any item in whole, or in part, is strictly prohibited without prior written permission of the Supplier/ Manufacturer
16.0 Hazardous Goods
16.1 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
17.0 Call Recording
17.1 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
18.1 Should any provision of these Terms and Conditions subsequently be proven to be invalid, illegal or unenforceable (including any provision in which the Supplier excludes its liability to the Customer) that provision shall, to the extent required, be deemed to be deleted and the validity, legality or enforceability of any other part of these Terms and Conditions will not be affected.
18.2 Where any terms or conditions may be valid by the inclusion or exclusion of one or more conditions (where undertaken in writing and agreed by both parties as clause 1.3) it will be considered that those amendments have taken place with the minimum modification necessary.
18.3 These Terms and Conditions constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Order.
18.4 A person who is not a party to the contract shall not have any rights under or in connection with it.
18.5 The Supplier may retain and use the Customers personal data for the purpose of advertising, marketing and its administration in accordance with the Data Protection Act 1998 unless the Customer notifies the Supplier otherwise in writing.
19.0 Governing Law
19.1 Any dispute or claim arising out of or in connection with any contract formed from use of these Terms and Condition it shall be governed by and interpreted in accordance with English law, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.