Terms & Conditions

Interpretation

In these conditions “the Company” means Anglian Security & Fire Ltd. “The Agreement” means the agreement made between the Company and the Customer for the sale of goods and/or services upon the terms set out herein. “The Customer” means the person, company or firm who purchases the Goods from the Company. “The Goods” means the goods and or services agreed in the Agreement to be supplied to the Customer by the Company.

Application of terms

The Agreement shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

These Conditions apply to all the Company’s sales, and no variation of these terms shall be effective unless expressly agreed in writing and signed on behalf of the Company.

Quotations are subject to withdrawal or variation at any time by the Company at the Company’s discretion up to 30 days from their date.

Any quotation shall, where necessary, include the lifting and replacement of normal floorboards, but carpets, lino, rubber, parquet tiles, hardwood or any other special flooring must be removed by the Customer before the work is commenced. If the Customer fails to remove such flooring then the Company’s representative shall do so, but the Company should accept no liability for any damage caused in so doing (subject to clause 9.3). No responsibility will be accepted by the Company for making good such items on completion of the work. The quotation does not include the cost or responsibility for making good external surfaces, nor the making good of exterior and internal decoration by the Company.

The quality and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.

Price

Subject to Conditions 6.3 and 6.4, unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s quotation.

The price for the Goods shall be exclusive of any value added tax which the Customer shall pay in addition when it is due to pay for the Goods.

Unless otherwise expressly agreed in writing between the Company and the Customer, the Company reserves the right to increase the price of goods and services by an amount equivalent to any increase which may have arisen in the cost to the Company of acquiring delivering or installing the goods, including without limitation any additional works that are required as a result of matters relating to the infrastructure or relating to the property at which goods are installed, which were not apparent to the Company at the time when any quotation for the supply and installation of goods was given.

The Company also reserves the right to increase the price of the Goods for any work required by the Customer to be carried out outside the Company’s normal working hours (which are 8.30am to 5.00pm Monday to Friday), for any delays or variations at the Customer’s request or any additional remedial works or making good carried out by the Company at the Customers request.

Payment

A deposit is payable with the order and the balance is payable on completion

Payment for the Goods shall be made upon presentation of the Company’s invoice. Time for payment shall be of the essence. In respect of an installation being made by the Company, if full payment is not received by the Company upon completion, the alarm system will not be commissioned. This will result in a return to the premises by the Company, when payment is received. Such return visit shall be chargeable to the Customer. Completion means when the installation of the alarm system is complete and connected to the external audible alarm.

No payment shall be deemed to have been received until the Company has received clear funds.

The Company reserves the right to render interim invoices in respect of goods and services at any time in respect of the part performance by the Company of its obligations under the Agreement.

All payments due to the Company under the Agreement shall become due immediately on its termination despite any other provision.

The Customer shall make all payments due under the Agreement in full without any deduction whether by way of set –off counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

Any reminders to pay invoices may incur a late payment charge of £20.00 plus V.A.T.

Cancellation

If the Customer cancels the installation the Customer shall indemnify the Company against all loss, damage, claims or actions, together with costs and interest in relation thereto arising out of such cancellation, and to pay the Company all or any sums expended by the Company in respect of the items acquired or work undertaken under the Agreement up to the date of cancellation.

If the Customer cancels the installation less than 48 hours prior to the due date for such installation the Customer shall be charged a cancellation fee of 10% of the price of the order.

Delivery and Installation

All dates for delivery and/or installation of the Goods are intended to be estimates and are given in good faith based on information available to the Company at the time they are given. Time for delivery shall not be made of the essence by notice.

Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Agreement unless such delay exceeds 180 days.

Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Agreement rate against any invoices raised for such goods.

On the installation date, the Customer shall ensure that all the installation sites are fully prepared, including where necessary, the removal of flooring or floor coverings, that clear access is provided and sufficient space is available.

If the Customer fails to comply with condition 6.4; the risk in the Goods shall pass to the Customer (including for loss and damage caused by the Company’s negligence); the Goods shall be deemed to have been delivered; and the Company may store the Goods until delivery, and the Customer.

The Company shall not be liable for damage to the fabric of the Customer’s building (including, but not limited to pipes and cables) caused while fitting the Goods, save where such damage occurs as a result of the Company’s negligence or that of its employees.

Risk/title

The Goods are at the risk of the Customer from the time of delivery or installation as appropriate.

Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Customer on any account.

Until ownership of the Goods has passed to the Customer, the Customer shall hold the Goods on a fiduciary basis as the Company’s bailee.

The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the ownership has not passed to the Customer, or the Customer’s right to possession has terminated, to recover them.

On termination of the Agreement, howsoever caused, the Company’s (but not the Customer’s) rights contained in this condition 6 shall remain in effect.

Quality

The Company warrants that (subject to the other provisions of these conditions) upon delivery , and for a period of 12 months from the date of delivery, the Goods shall:

• (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
• (b) be reasonably fit for the purpose for which they are intended;

The Company shall not be liable for a breach of any of the warranties in condition 8.1 unless:

• (a)the Customer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier and the Company, within 7 days of the time when the Customer discovers or ought to have discovered the defect; and
• (b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there.

The Company shall not be liable for a breach of any of the warranties in condition 8.1 if:

• (a) the Customer makes any further use of such Goods after giving such notice; or
• (b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
• (c) the Customer alters or repairs such Goods without the written consent of the Company.

Subject to conditions 8.2 and 8.4, if any of the Goods do not conform with any of the warranties in condition 8.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Agreement rate provided that, if the Company so requests, the Customer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.

Limitation of Liability

Subject to condition 6 and condition 8, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

• (a) any breach of these conditions;
• (b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
• (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement.

Nothing in these conditions excludes or limits the liability of the Company:

• (a) for death or personal injury caused by the Company’s negligence; or
• (b) under section 2(3), Consumer Protection Act 1987; or/li>
• (c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
• (d) for fraud or fraudulent misrepresentation.

Subject to condition 8.2 and condition 8.3:

• (a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Agreement price;

Maintenance

Routine maintenance shall be provided as part of the services: In the case of an audible alarm system, annually, and in the case of an alarm with remote signalling twice annually, and shall comprise an inspection of the goods at the premises at which they are installed. Routine maintenance carried out hereunder shall not include any works of repair, modifications, resetting or parts. Any such work or parts carried out or supplied by the Company for or to the Customer shall constitute the subject matter of a separate agreement, which may or may not be executed at the time of the routine inspection, but in all cases is at additional cost.

The Maintenance Agreement is for a minimum period of one year and is to be continued on an annual basis thereafter, unless previously terminated. Termination may be effected by either party giving written notice of intended termination three months in advance of the Termination.

The Company reserves the right to terminate the maintenance element of the Agreement forthwith on notice to the Customer in the event of delay by the Customer in making any payment due in respect of maintenance charges or otherwise hereunder or under any other agreement between the Company and the Customer.

The Company reserves the right to charge for a visit if the engineer arrives as arranged and the customer is not there.

Force Majeure

The Company reserves the right to defer the date of delivery or to cancel the Agreement or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Agreement.

General

The Company reserves the right to correct any clerical or mathematical errors in any quotation, invoice, leaflet or statement of account issued by it, and shall not be bound by any such error.

If any provision of the Agreement or (part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

Failure or delay by the Company in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement.

Any waiver by the Company of any breach of, or any default under, any provision of the Agreement by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.

The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

Where the Customer is a consumer nothing in these conditions shall operate to adversely affect the Customer’s statutory rights.

Communications

All communications between the parties about the Agreement shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax to the Company) at its registered office or to the Customer at its registered office if it is a company or to any address of the Customer set out in any document which forms part of the Agreement or such other address as shall be notified to the Company by the Customer.