General Conditions of Sale
In these conditions ‘the company’ means BIS Door Systems Ltd, and ‘the registered office’ means the registered office for the time being of the company. The ‘Buyer’ means a company, firm or person who places an order with the company for the supply, manufacture, delivery and installation of any goods or and services. ‘Goods’ means supplied equipment, products and maintenance or any other services. “Order” means official purchase order, written instruction, or any instruction construed as an order from any person perceived by the company as authorized from the buyer to provide such order.
2. The Company’s Conditions
a) These terms and conditions shall apply to all contracts for the sale of goods or and services entered by the company to the exclusion of all other terms and conditions whether express or implied. No valuation of or additions to these terms and conditions shall be binding upon the company unless expressly accepted in writing under the hand of an authorised official of the company.
b) Where the company agrees to provide an installation, maintenance agreement and/or commissioning service in addition to the sale of goods, these conditions shall apply to the part of the transaction relating to the sale and the installation and/or commissioning shall be governed also by the installation and or the maintenance conditions mentioned elsewhere.
a) Unless previously withdrawn, quotation and tenders are open for acceptance for the period stated therein or if no period is stated within 6 months from the date thereof. All orders must be in writing and must be accompanied by sufficient information to enable the company to proceed without delay with the execution of the order. Orders shall not be binding upon the company unless the buyer fully agrees to and accepts these conditions in its entirety.
b) No terms or conditions endorsed on goods and services, or contained in the buyer purchase order, confirmation of order, specification or other document shall form part of the contract simply as a result of such document being referred to in the contract.
4. Specification & Performance
The company reserves the right to change specifications without prior notice as conditions warrant and any performance data, instructions or advice as to the use of goods given in the company’s literature or included in the company’s quotations or elsewhere shall not form part of this contract unless stated so to do in writing by the company.
a) All prices include only such goods, accessories and work as are specified in the quotation and are for the quantities expressed in conjunction with them. Any variation in quantity may entail the company varying the price of the goods.
b) All prices are subject to revision or withdrawal without notice.
c) All prices in respect of orders for forward delivery are subject to the company’s right to vary them.
d) All prices are quoted ex works unless otherwise agreed.
e) All prices are subject to VAT at the appropriate rate, if applicable.
f) At any time before delivery has been completed the company shall be entitled to vary the price of the goods to consider all or any of the following common factors but is not exhaustive:
I. Where goods are imported, any variation of the official currency, exchange rates or special taxes or charges imposed by any government.
II. Increased costs resulting from the prohibition or other actions of any government including the so-called BREXIT affect. III. Increased labour costs.
IV. Increased material costs
V. Variation in the rate of value added tax.
g) All invoiced price discrepancies must be notified by the buyer to the company in writing within fourteen days of the date of the invoice.
6. Carriage & Method of Freight
a) Within the United Kingdom and under certain conditions and at the discretion of the company, a delivery charge might be applied to the delivery of selected products.
b) Orders for delivery of goods outside the United Kingdom will be subject to an additional delivery charge unless otherwise agreed between the company and the buyer.
c) Delays in delivery whether export or import, caused by customs delays, infringement, or other reasonably unforeseen actions by government and governing bodies cannot be avoided and the Company will bear no consequence.
a) The company shall not be liable for any loss or and consequential damage whatsoever and however caused by delay in delivering the goods or and services, by non-delivery whether time delivery is or shall have been made, of the essence of this agreement and notice of any change in respect of such arrangements.
b) If because of the buyer’s default goods have not been taken up or delivered by the agreed delivery date, the company may (without prejudice to its rights to claim damages) suspend delivery of the goods or treat the contract as repudiated about those goods or store the goods at the expense of the buyer until they are taken up, or do any combination of the foregoing.
c) The company reserves the right to make a reasonable charge for storage if the delivery instructions are not provided by the purchaser instructions within fourteen days of the request by the company for such instructions.
8. Property & Risk
a) Property in the goods sold shall not pass to the buyer until full payment for the goods has been made to the company.
b) Notwithstanding the provision of clause (a) above, the buyer shall from the delivery date of any goods bear the risk of accidental loss or damage.
a) The buyer may apply for and have credit terms approved. Any credit terms may be approved in writing and the company may at any time cancel, amend or suspend these terms without reason and entirely at its own discretion.
b) Payment shall be made before the expiration of thirty days (30) from the date of invoice or in accordance with other terms notified to the customer and shall be made without deductions whether by way of offset, counterclaim, discount, abatement or otherwise.
c) In default of payment on the due date, the company without prejudice to its rights hereunder may charge the buyer interest on overdue accounts at the rate of 5% over bank rate for the time being or 15% whichever the greater and any other associated costs. The company shall at its discretion (without prejudice to the company’s right to treat the contract as repudiated and claim damages) be entitled to withhold dispatch of goods and or provide any other service, obligated or otherwise until all monies owing to it by the buyer shall be paid in full without prejudice to any other provision of deliveries hereunder until satisfactory security has been given for due performance by the buyer of its obligations hereunder.
d) Payment is satisfied and interpreted as declared funds into our nominated bank account.
e) No special terms of payment will be operative unless confirmed in writing by a director of the company.
10. Currency & Place of Payment
All payments must be made in sterling to the company or more commonly accepted through BACS transfers.
11. Despatch in Lots
The company shall have the right to dispatch any portion of the goods or and services covered by the contract and to invoice the buyer for such portion so dispatched on the same terms and conditions set forth herein.
12. Loss or Damage in Transit & Non-Delivery of Goods
No responsibility will be accepted by the company:
a) For any shortage or damage occurring in transit unless the buyer makes a claim in writing providing full particulars on both the carriers and the company at its registered office within three working days (3) of receipt of goods.
b) For non-delivery of the goods unless the buyer makes a claim in writing providing full particulars on both the carrier and company at its registered address not less than seven (7) and not more than fourteen days (14) after the date of the company’s advice note.
c) Where goods are collected by the buyer or the buyer’s staff or agent, no claim for shortages or damage will be considered.
13. Return of Goods
All our products are made to order and cannot be returned to the company.
a) Subject to clause 12, and without obligation to the company it may consider at its sole discretion an application from the buyer to consider a return of part or all of the goods. Having obtained the consent of the company, the buyer may return the goods subject to an agreement in writing.
b) Any return of goods to the company will incur a handling charge, deduction from any credit allowed by the company where the goods returned are not in the original packaging, not of a resalable condition or where it is established that the reason for the return of the goods was not the subject of clause 12, hereof or due to any error on the part of the company.
Any order may be cancelled or varied by the buyer only with the consent of the company and on payment of reasonable cancellation or variation charges. Such charges shall take into account expenses incurred and commitments made by the company and all other losses due to such cancellation or variation. Cancellation cannot be accepted for purpose built goods.
15. Force Majeure
Should any event occur which is beyond the control of the company such as the way of example, strike, war, fire, flood, requisitioning or any other government action, accident or other act of God whereby the performance of this is prevented or delayed, the buyer may elect to cancel the contract in accordance with the company’s cancellation provisions contained in these conditions or allow the order to remain on the company’s books and to be completed at some time later at an adjusted price. Where the buyer elects to allow the order to remain on the books, the buyer may later elect to cancel the order subject to the said cancellation terms set forth herein.
16. Guarantee & Limitation of Liability
a) The Buyer shall have the benefit of and be subject to such product guarantee as the company provides, currently 12 months from installation, and the buyer is deemed to have full knowledge of the terms of such guarantees and which are subject always to the buyer maintaining the goods supplied in accordance with the company’s instructions. b) Goods supplied by the company must be checked on delivery and before installation in case of damage in transit. After installation, the function of the goods supplied must be rechecked before the buyer sets in operation safety systems of which the goods supplied form a part.
c) Save as provided by the above express guarantees, all representatives, warranties, terms or conditions statutory or otherwise expressed or implied herein, or in any agreement collateral hereto in respect of the goods supplied or their use are expressly excluded. Except to the extent contained in any such guarantee the company shall not be liable either in contract or in tort for any loss or damage, direct or indirect suffered by the buyer and/or the installer of any alarm system of which the goods form a part.
d) In the event of the buyer not holding himself out as acquiring the goods in the course of business and not acquiring them in the course of business, clause 15 herein does not and will not affect his statutory rights.
17. Consequential Loss
The buyer, unless he does not acquire the goods in the course of business and not acquiring them in the course of business, shall indemnify the company in respect of any loss, injury, damage, expense or claim of whatsoever nature and howsoever arising out of the contract or the goods or their storage, installation, use operation or maintain, save where the same is caused solely by the negligence of the company.
Should the company establish to its reasonable satisfaction that there is a defect on the goods or there is some other failure by the company in relation to the conformity of the goods with the Contract, then the company, shall, at its option, as its sole discretion and within reasonable time;
a) Replace such goods which are in all respects in accordance with the Contract. Or;
b) Issue a credit note to the buyer if a replacement is out of the question.
19. Materials & Services Warranty
a) All company supplied and or installed products are warranted for their parts and labour for 12 months from the date of delivery, supply and installation unless expressly advised otherwise.
b) The warranty requires that the materials are serviced and maintained in accordance with the manufacturers recommendations, contained within the relevant Operations & Maintenance Manual, and within the requirements of any national governing bodies requirements relating to life safety systems as amended from time to time.
c) The company will not consider any requests for consequential costs resulting from any warranty related issue
If the company in its absolute discretion chooses to use an alternate materials or parts, a substitute deemed by the company to be suitable for the intended purpose will be supplied if available, and shall be accepted by the buyer in full satisfaction and performance of the contract or that part thereof foe which it is substitute as the case may be, in the event that the company is unable to obtain a satisfactory substitute for unavailable materials or parts, the company’s obligations to complete performance of the contract shall upon notification in writing to the buyer be suspended until such times as the unavailable materials or parts or a suitable substitute becomes available, and the price shall be adjusted accordingly.
21. Buyer’s Condition of Purchase
Conditions set out in the buyer’s enquiries or purchase orders are binding on the company only insofar as they do not conflict with the company’s obligations hereunder.
The company shall be free to employ sub-contractors to manufacture, install or deliver any goods or services or part thereof to be supplied hereunder or to perform any of the company’s obligations hereunder.
23. Overseas Sales In the case of overseas sales, the buyer shall be solely responsible for complying with any legislation or regulations governing the importation of the goods or the payment of any duties, levies or other sums of money on such importation.
24. Governing Law
This contract shall be governed and construed in accordance with the laws of England and the company reserves its absolute right to withdraw, amend or alter these terms of conditions of sale at any time and without notification.