Terms and Conditions
1.1 In these Conditions in accordance with these conditions.
Client shall mean the person for whom the Supplier has agreed to provide the Specified Service and or the person who accepts a quotation of the Seller for the Sale of the Goods or whose order for the Goods is accepted by the Seller.
Conditions shall mean the standard terms and conditions of the Specified Service and or the Sale of Goods set out in this Document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and the Supplier.
Goods shall mean the Goods (including any instalment of Goods or any parts for them) which the Supplier is to supply in accordance with these Conditions.
Contract shall mean the Contract for the provision of the Specified Service and or for the purchase and Sale of Goods.
Document shall include, in addition to a Document in Writing, electronic messages, drawings, disc, and tape or other device embodying any other data.
Input Material shall mean any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service.
Output Material shall mean any Documents or other materials, and any data or other information provided by the Supplier relating to the Specified service.
Specification Sheet shall mean the quotation, invoice, or any other documentation to which these Conditions are appended.
Specific Service shall mean the service to be provided by the Supplier for the Client and referred to in the Specification Sheet.
Supplier shall mean Eurosafe Solutions Limited registered in England under number 3851892.
Supplier’s Standard Charges shall mean the charges shown in the Supplier’s brochure, quotation, Documents or other published literature relating to the Specified Service from time to time.
Writing shall include telex, cable, facsimile transmission, electronic transfer and comparable means of communication.
Price shall mean the total price of all Services and or Goods exclusive of VAT.
VAT shall mean the total amount of value-added tax due in respect of the price.
1.1 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Supply of the Specific Service
2.1 The Supplier shall provide the Specified Service to the Client subject to these Conditions. The Supplier and the Client must agree on any changes or additions to the Specified Service or these Conditions in Writing.
2.2 The Client shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable the Supplier to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
2.3 The Client at its own expense retains duplicate copies of all Input Material and insures its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however, caused. All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.
2.4 The Specified Service shall be provided in accordance with the Specification Sheet and otherwise in accordance with the Supplier’s current brochure or other promotional literature relating to the Specified Service from time to time, subject to these Conditions.
2.5 Further details about the Specified Service, and advice or recommendations about its provision or utilisation, which are not given in the Supplier’s brochure or other promotional literature, may be made available on written request.
2.6 The Supplier may at any time without notifying the Client make any changes to the Specified Service, which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
3 Goods (Basis of Sale)
3.1 The Supplier shall sell and the Client shall purchase the Goods in accordance with any written quotation of the Supplier which is accepted by the Client, or any written order of the Client which is accepted by the Supplier, subject to either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.
3.2 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Supplier in Writing. In entering into the Contract the Client acknowledges that it does not rely on any such representations which are not so confirmed.
3.3 Any advice or recommendation given by the Supplier or its employees or agents to the Client or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Supplier is followed or acted upon entirely at the Client’s own risk, and accordingly, the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
4 Rights in Input Material and Output Material
4.1 The property and any copyright or other intellectual property rights in:
4.1.1 any Input Material shall belong to the Client
4.1.2 any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier, subject only to the right of the Client to use the Output Material for the purpose of utilising the Specified Service.
4.2 Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client; but the foregoing shall not apply to any Document or other materials, data or other information which are public knowledge at the time when they are so provided by either party and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
4.3 The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Specific Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damage, costs, expenses or other claims arising from any such infringement.
4.4 Subject to paragraph 4.3, the Supplier warrants that any Output Material and its use by the Client for the purpose of utilising the Specific Service will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
5 Orders and Specifications
5.1 No order submitted by the Client shall be deemed to be accepted by the Supplier unless and until confirmed in Writing by the Supplier’s authorised representative.
5.2 The Client shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client, and for giving the Supplier any necessary information relating to the Goods within sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
5.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Supplier’s quotation (if accepted by the Client) or the Client’s Order (if accepted by the Supplier).
5.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Supplier in accordance with a specification submitted by the Client, the Client shall indemnify the Supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with or paid or agreed to be paid by the Supplier in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any person which results from the Supplier’s use of the Client’s specification.
5.5 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Client’s specification, which does not materially affect their quality or performance.
5.6 No order which has been accepted by the Supplier may be cancelled by the Client except with the agreement in Writing of the Supplier and on the terms that the Client shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.
6.1 Subject to any special terms agreed, the Client shall pay the Supplier’s Standard Charges and any additional sums, which are agreed between the Supplier and the Client for the Provision of the Specified Service. Or which, in the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
6.2 The price of the Specific Service and or Goods shall be the Supplier’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier’s published price list current at the date of the acceptance order. All prices quoted are valid for 3 months only or until earlier acceptance by the Client, after which, time they may be altered by the Supplier without giving notice to the Client.
6.3 The Supplier reserves the right, by giving notice to the Client at any time before delivery, to increase the price of the Specific Service and or Goods to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Supplier adequate information or instructions
6.4 Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in Writing between the Client and the Supplier, all prices are given by the Supplier on an ex works basis, and where the Supplier agrees to deliver Goods otherwise than at the Supplier’s premises, the Client shall be liable to pay the Supplier’s charges for transport, packaging and insurance.
6.5 The Supplier shall be entitled to vary the Supplier’s Standard Charges from time to time by giving not less than 3 months’ written notice to the Client.
6.6 All charges quoted to the Client for the provision of the Specified service and or Goods are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
6.7 The Supplier shall be entitled to invoice the Client following the end of each month in which the Specified Service and or Goods are provided, or at other times agreed with the Client.
6.8 The Supplier’s Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 28 days of the date of the Supplier’s invoice.
7 Terms of Payment
7.1 Subject to any special terms agreed in Writing between the Client and the Supplier, the Supplier shall be entitled to invoice the Client for the price of Goods and or the Specified Service on or at any time after delivery of the Goods and or the Specified Service, unless the Goods are to be collected by the Client or the Client wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Client for the price at any time after the Supplier has notified the Client that the Goods are ready for collection or (as the case may be) the seller has tendered delivery of the goods.
7.2 The Supplier shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Client. The time of payment of the price shall be of the essence of the Contract. Receipt for payment will be issued only upon request.
7.3 If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
7.3.1 Cancel the contract or suspend any further Specified Service and or deliveries to the Client;
7.3.2 Appropriate any payment made by the Client to such of the Goods (or the goods supplied under any other contract between the Client and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Client); and
7.3.3 Charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above the NatWest Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
7.4 The Client shall not whatsoever or howsoever withhold any payment on the premise that the Client shall pay the Supplier on a pay-when-paid basis.
8 Warranties and Liability
8.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification, at the intervals, and within the times referred to in the Specification Sheet. Where the Supplier supplies in connection with the provision of the Specific Service any Goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to the quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
8.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
8.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service and or Goods or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service and or Goods, except as expressly provided in these Conditions.
8.4 The above warranty is given by the Supplier subject to the following conditions:
8.4.1 The Supplier shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Client;
8.4.2 The Supplier shall be under no liability in respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s written instructions, misuse, or alteration, or repair of the Goods without the Supplier’s approval;
8.4.3 The Supplier shall be under no liability under the above warranty (or any other warranty, conditions or guarantee) if the total price of the Goods has not been paid by the due date for payment;
8.5 Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.6 Any claim by the Client which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Client) be notified to the Supplier within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Client does not notify the Supplier accordingly, the Client shall not be entitled to reject the Goods and the Supplier shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.7 Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Supplier in accordance with these Conditions, the Supplier shall be entitled to replace the Goods (or the part in question) free of charge or, at the Supplier’s sole discretion, refund to the Client the price of the Goods (or a proportionate part of the price), but the Supplier shall have no further liability to the Client.
8.8 The Supplier shall not be liable to the Client or deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service and or Goods, if the delay or failure was due to any cause beyond the Supplier’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire, or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party;
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery.
9.1 Delivery of Goods shall be made by the Client collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Client that the Goods are ready for collection or, if some other place for delivery is agreed by the Supplier, by the Supplier delivering the Goods to that place.
9.2 Any dates quoted for delivery of the Goods are approximate only and the Supplier shall not be liable for any delay of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Supplier in Writing. The Goods may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Client.
9.3 Where delivery of the Goods is to be made by the Supplier in bulk, the Supplier reserves the right to deliver up to 5 per cent more or 5 per cent less than the quantity ordered without any adjustment in the price, and the quantity delivered shall be deemed to be the quantity ordered.
9.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat the Contract as a whole as repudiated.
9.5 If the Supplier fails to deliver the Goods (or any instalments) for any reason other than any cause beyond the Supplier’s reasonable control or the Client’s fault, and the Supplier is accordingly liable to the Client, the Seller’s liability shall be limited to the excess (if any) of the cost to the Client (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
9.6 If the Client fails to take delivery of the Goods or fails to give the Supplier adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Client’s reasonable control or by reason of the Supplier’s fault) then, without prejudice to any other right or remedy available to the Supplier, the Supplier may:
9.6.1 store the Goods until actual delivery and charge the Client for reasonable costs (including insurance) of storage;
9.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.
10 Risk and Property
10.1 Risk of damage to or loss of the Goods shall pass to the Client:
10.1.1 in the case of Goods to be delivered at the Supplier’s premises, at the time when the Supplier notifies the Client that the Goods are available for collection; or
10.1.2 in the case of Goods to be delivered otherwise than at the Supplier’s premises, at the time of delivery or, if the Client wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Client until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Supplier to Client for which payment is then due.
10.3 Until such time as the property in the Goods passes to the Client, the Client shall hold the Goods as the Supplier’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Client and third parties and properly stored, protected and insured and identified as the Supplier’s property, but the Client shall be entitled to resell or use the Goods in the ordinary course of its business.
10.4 Until such time as the property in the Goods passes to the Client (and provided the Goods are still in existence and have not been resold), the Supplier shall be entitled at any time to require the Client to deliver up the Goods to the Supplier and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are stored and repossess the Goods.
10.5 The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Client does so all moneys owing by the Client to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
11.1 If any claim is made against the Client that the Goods infringe or that their use or resale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Client, the Supplier shall indemnify the Client against all loss, damages, costs and expenses awarded against or incurred by the Client in connection with the claim, or paid or agreed to be paid by the Client in settlement of the claim, provided that:
11.1.1 the Supplier is given full control of any proceedings or negotiations in connection with any such claim;
11.1.2 the Client shall give the Supplier all reasonable assistance for the purposes of any such proceedings or negotiations;
11.1.3 except pursuant to a final award, the Client shall not pay or accept any such claim, or compromise any such claim, or compromise any such proceedings without the consent of the Supplier (which shall not be unreasonably withheld);
11.1.4 the Client shall do nothing which might vitiate any policy of insurance or insurance cover which the Client may have in relation to such infringement, and this indemnity shall not apply to the extent that the Client recovers any sums under any such policy or cover (which the Client shall use its best endeavours to do);
11.1.5 the Supplier shall be entitled to the benefit of, and the Client shall accordingly account to the Supplier for, all damages and costs (if any) awarded in favour of the Client which are payable by, or agreed with the consent of the Client (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
11.1.6 without prejudice to any duty of the Client at common law, the Supplier shall be entitled to require the Client to take such steps as the Supplier may reasonably require the Client to mitigate or reduce any such loss, damages, costs or expenses for which the Supplier is liable to indemnify the Client under this clause.
12 Insolvency of Buyer
12.1 This clause applies if:
12.1.1 the Client makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
12.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
12.1.3 the Client ceases or threatens to cease, to carry on business; or
12.1.4 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies accordingly.
12.2 If this clause applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13.1 The Client shall be entitled to terminate the Contract at any time by giving not less than 2 months’ written notice to the Supplier.
13.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
14.1 These Conditions (together with the terms, if any set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by Statute or otherwise, are excluded to the fullest extent permitted by law.
14.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Client and the Supplier.
14.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.4 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.5 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part, the validity of the provisions of these Conditions and the remainder of the provision in question shall not be affected.
14.6 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation, or other document relating to the provision of the Specified Service without any liability to the Client.
14.7 Any dispute arising under or in connection with these Conditions or the provision of the Specified Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party.
14.8 English law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the English courts.