1.1 The following definitions shall apply whether the transaction is for supply of goods or for the provision of services or for both the supply of goods and the provision of services.
1.2 The term seller’ means dormakaba UK Limited.
1.3 The term buyer’ means the party to whom this document is addressed.
1.4 The term ‘goods” means all goods of whatsoever description and includes (without limitation) all materials, plant, equipment, machinery and fittings.
2.1 The following conditions of trading shall be incorporated in their entirety into any contract made between the seller and the buyer.
2.2 No variation of these conditions shall be effective unless the variation shall be recorded in writing and the record is signed by a director of the seller and a duly authorised representative of the buyer.
2.3 These are the sole conditions applicable to contracts made between the seller and the buyer and they exclude all other terms and conditions of trading at any time in the past or future put forward by or on behalf of the buyer.
2.4 These conditions supersede all terms and conditions put forward by or on behalf of the seller at any time in the past.
2.5 The buyer may give written notice within 3 days of receipt of these conditions that he refuses to be bound by these conditions in which event the buyer may rescind the contract and goods dispatched by the seller shall be returned by
the buyer to the seller at the buyer’s cost.
2.6 For the avoidance of doubt and without prejudice to condition 9.1 it is hereby expressly declared that in the event of the buyer rescinding the contract under condition 2.5 the risk in all goods dispatched by the seller shall rest with the
buyer from the time when the buyer rescinds the contract until the time when the goods are returned to the seller’s possession.
3. Reports, recommendatIons, schemes.
3.1 The seller accepts no liability in respect of any report, recommendation or scheme which it has submitted to the buyer where no specific charge has been made for the report. recommendation or scheme.
3.2 Except for any representation made in a report, recommendation or scheme submitted by the seller to the buyer where a specific charge has been made for the report, recommendation or scheme, the buyer acknowledges that it has not
relied upon any oral or written representation made to it by the seller.
3.3 The seller reserves the right to make reasonable deviations from any report, recommendation or scheme for which a specific charge has been made provided such deviations do not materially affect the work which the seller shall deem
it expedient to do for the proper execution of the contract work.
4.1 Prices charged shall be those prevailing at the date of the receipt of the order.
4.2 The seller reserves the right to alter prices without notice.
4.3 Unless the seller expressly requires otherwise either orally or in writing, the seller shall not require the buyer to pay any deposit in respect of any goods ordered. For the avoidance of doubt it is expressly declared that where the seller
does require the payment of a deposit condition 2.2 does not apply for the purposes of this condition.
4.4 All quotations and sums payable unless otherwise stated are exclusive of Value Added Tax and other duties or taxes.
4.5 Any Value Added Tax or other duties or taxes payable in respect of such sums shall be payable in addition to such sums.
5.1 All orders of £300 nett value and over will be delivered ‘carriage paid’ to all parts of the United Kingdom mainland.
5.2 No aggregation of orders is permitted for the purpose of calculating whether an order equals or exceeds £300 nett value.
5.3 The seller reserves absolute discretion to determine the mode of transport by which orders of £300 nett value and over shall be delivered to the buyer.
5.4 If the buyer requests some form of special transport, such transport will be provided at the buyer’s expense.
5.5 Where the order is for £299.99p nett value or less, the seller will make provision for transport and/or collection of goods from the seller’s premises to the place where the goods are to be sent. The cost of transport and/or collection shall
be paid by the buyer and the cost will be added to the invoice rendered by the seller to the buyer under condition 13.1.
5.6 The seller shall use all reasonable endeavours to comply with dates given for delivery or performance. However any time or date given by the seller for delivery or performance shall be regarded as an estimate only.
5.7 Time for delivery or performance shall in no circumstances be deemed to be ‘of the essence’.
5.8 The seller accepts no liability for any loss or damage caused to the buyer which results from delay in delivering goods or from delay in providing goods and services under the contract.
5.9 Non-delivery of goods must be reported by the buyer within 10 days of the date of the invoice. Failure to comply with this requirement will leave responsibility for non-delivery with the buyer.
6. Force Majeure.
6.1 Both parties shall be released from their respective obligations in the event of national emergency war prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them (such cause
to include but without limitation industrial action, breakage of machinery and Act of God) renders performance of the contract impossible.
6.2 In the event of such release from their respective obligations the buyer shall pay to the seller the value of work actually executed (to include without limitation the value of goods supplied or appropriated to the contract) and any other
loss or expense caused to the seller by reason of the aforesaid release.
6.3 In the event of national emergency war prohibitive governmental regulation or of any other cause beyond the reasonable control of the parties or either of them (such cause to include but without limitation industrial action, breakage of
machinery and Act of God) operating to delay performance of the contract, the period for completion of the contract shall be extended in such extent as is reasonable having regard to the circumstances.
7.1 The seller may sub-contract such part or parts of the contract as it thinks fit.
7.2 All samples of material submitted by the seller to the buyer must be taken only as a fair example of the bulk.
7.3 Time for performance of the contract shall in no circumstances be deemed to be “of the essence”.
8.1 Where the seller is required to perform work at the buyer’s premises or some other premises specified by the buyer, the seller shall be given uninterrupted access and reasonable facilities during normal working hours for performance of
8.2 The buyer shall accept delivery of, unload, provide suitable provision for and keep secure all goods delivered by the seller to the buyer’s premises or to other premises specified by the buyer from time to time.
8.3 Any delays extra work or costs for losses caused to the seller as a consequence of the failure for any reason of the buyer to discharge these obligations shall be charged to the buyer as an addition to the contract price.
8 4 For the purposes of condition 8.3 “losses caused to the seller” is deemed to include (but without limitation) loss of the seller’s time. The value of lost time shall be calculated by the seller at the seller’s labour charge rate prevailing at
the time when the loss was incurred.
8.5 In the event that the buyer fails to give the seller uninterrupted access and reasonable facilities during normal working hours for performance of the contract, the seller is entitled to render an invoice for payment of all sums due under
the contract, which sums shall become payable under conditions 13.1, 13.2 and 13.3.
8.6 For the avoidance of doubt it is expressly declared that the buyer shall not be entitled to any reduction or rebate in respect of work which the seller was unable to perform by reason of any failure to give the seller uninterrupted access
and reasonable facilities for performance of the contract.
9.1 The risk in all goods which are delivered to the buyer shall pass to the buyer upon delivery and the buyer must insure accordingly.
10.1 The property of all goods which are delivered to the buyer shall not pass to the buyer but shall remain with the seller unless and until the buyer makes payment in full for all goods and services provided under the contract.
10.2 If payment under the contract is overdue in whole or in part the seller may (without prejudice to any of its other rights) recover or resell the goods or any of them and may enter the buyer’s premises or other premises at which the goods
or any of them are held for that purpose.
10.3 If any of the goods are incorporated under the contract by the seller in such a way that they become part of the fabric of the buyers’ premises or premises for which the buyer is responsible before payment in full has been made the
property in the whole of such goods shall be and shall remain with the seller until such payment has been made. and all the seller’s rights hereunder in the goods shall extend to that part at the fabric of the premises in which the goods
have become incorporated.
11.1 Any plant or equipment provided by the seller in relation to performance of the seller’s obligations hereunder is provided exclusively for use of the seller, its agents or employees, or its sub-contractors.
11.2 Any person other than the seller or its agents or employees or sub-contractors who uses such plant or equipment does so at the buyer’s risk.
11.3 The buyer shall indemnify the seller against any claim made in respect of the use of such plant or equipment otherwise than as aforesaid.
12.1 Every sale or contract of sale shall be deemed to include the implied undertakings as to title referred to in section 12 of the Sale of Goods Act 1979.
12.2 In the case of consumer sales as defined by section 12 ff the Unfair Contract Terms 1977, the provisions of section 13, 14 and 15 of the Sale of Goods Act 1979 shall apply.
12.3 Unless expressly so stated in writing goods are not sold as
(a) conforming to any British Standard Specification;
(b) save as provided in condition 12.2, as corresponding with any description of the goods or any sample of the same;
(c) save as provided in condition 12.2, as being reasonably fit for any particular purpose;
(d) save as provided in condition 12.2, as being of merchantable quality;
(e) save as provided in condition 12.2, as corresponding with any sample in quality.
12.4 The buyer does not rely on the seller’s skill or judgement with regard to goods sold by the seller under the contract.
12.5 The buyer shall hold the seller harmless from and indemnified against any loss or destruction of or damage to the buyer’s premises or property howsoever caused and whether or not there be any negligence by the seller, its employees,
agents or sub-contractors.
12.6 Condition 12.5 also applies to premises and property in respect of which the buyer is responsible.
12.7 If contract work is to be performed in whole or in part at the buyer’s premises or premises for which the buyer is responsible, the buyer shall effect all necessary insurances of such premises end properly including but not limited to
public liability insurance.
12.8 Without prejudice to the provisions of the contract in which the seller’s liability has been excluded, the seller shall only be liable for loss or damage howsoever arising if:
(a) the loss or damage has been caused by circumstances within its reasonable control, and
(b) a claim in respect at the loss or damage is made by the buyer in writing within 12 months from the date of supply of the goods or services complained of; and
(c) where the claim relates to the supply of goods, the goods are returned to the seller carriage paid within 12 months from the date of supply.
12.9 The seller’s liability whether in contract tort or otherwise arising out of or in connection with the contract or the goods or services provided or supplied under the contract shall in any event be limited to an obligation to repair, replace or
refund the cost of the detective materials or products.
12.10 Condition 129 does not apply to any liability of the seller which falls within conditions 12.1 and 12.2.
13.1 Subject to conditions 14.1 and 14.2 payment of accounts is to be nett 30 days after month end of the sellers invoice date.
13.2 Time shall be of the essence of payment by the buyer.
13.3 Interest shall be payable on all overdue accounts at the rate of 2% per annum over the base rate of the Barclay’s Bank PLC as varied front time to time.
14. Bankruptcy and ancillary concerns.
14.1 In the event of the buyer
(a) becoming bankrupt or insolvent or compounding with his creditors or being a limited company commencing to be wound up or to suffering a receiver or administrator to be appointed, or
(b) failing to make due payment of any money owed by it to the seller under the contract and/or any other contract made between the buyer and the seller, the seller shall be at liberty by notice (without prejudice to any right or remedy
which shall have accrued or shall accrue thereafter) to
(i) treat all sums payable under the contract as due and payable forthwith; and/or
(ii) suspend forthwith the supply or goods and services under the contract; and/or
(iii) in so far as any goods may have already been supplied under the contract, exercise the right to recover all or any of the goods supplied under the contract pursuant to conditions 10.1, 10.2 and 10.3.
14.2 The buyer shall further indemnify the seller in respect of every loss and/or liability suffered or incurred by the seller in consequence of any action taken in accordance with condition 14.1.
14.3 Without prejudice to any of the aforesaid provisions the seller shall not be obliged to deliver or transfer any goods or perform any services if, after the date when the contract was made, the seller learns of circumstances which are in
the reasonable judgement of the seller likely adversely to affect the ability of the buyer to pay for such goods or services in accordance with the contract.
15. Extra works.
15.1 If at the request of the buyer the seller supplies any additional goods or performs any additional services in any way related to, associated with or arising from the contract these terms and conditions shall apply to the additional supplies
or services as if they formed part of the contract, whether or not the contract price has been adjusted in consideration of the additional supplies or services.
16. Proper law.
16.1 The contract including its formation and interpretation of these conditions shall be governed by English law.
17. Minimum charge.
17.1 All orders will be subject to a minimum charge of £25.
18. Return of goods.
18.1 The seller will in no circumstances unless expressly agreed in writing accept the return of goods sold to the buyer so long as the goods were those specified by the buyer.
18.2 All requests for return of goods must be made in writing to the seller and if agreed the seller will carry a minimum re-handling and re-stocking charge of 25%.
19.1 The buyer shall not be entitled to withhold payment of any sums due under the contract by reason of any alleged defect either arising or due to faulty materials or products supplied by the seller or workmanship carried out by the seller.
19.2 The buyer expressly waives and abandons any right to deduct or abate arising by operation of law to which the buyer might otherwise be entitled.
20.1 The buyer shall not be entitled to deduct or set-off from any sums due under the contract for loss or expense alleged to have been incurred by the buyer by reason of any breach or failure to observe the provisions of any contract made
between the buyer and the seller.
20.2 The buyer expressly waives and abandons any common law and/or equitable right at set-off to which the buyer might otherwise be entitled.
21.1 Any notice to be served on either party by the other shall be sent by pre-recorded delivery or registered past or by fax or shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by fax to the
correct fax number.
22.1 The failure of the seller to enforce at any time or for any period any one or more of the conditions of the contract shall not be a waiver of them or of the right at any time subsequently to enforce all or any of the conditions of the contract.
23.1 All invoicing or delivery queries must be notified in writing to the seller within 10 days of the invoice date.