Terms & Conditions

1. DEFINITIONS

In these conditions “The Company” shall mean Secure-a-Field Limited, “The Buyer” shall mean any company, firm, individual or organisation placing an order with the Company; “the Goods” shall mean the products, materials and/or services to be supplied by the Company.

2. APPLICATION & VARIATION OF CONDITIONS

These conditions shall be incorporated in all contracts for the sale of Goods by the Company and any provision of the Buyer’s order which is inconsistent with them shall be of no effect. These conditions cannot be varied without the prior written consent of the Company stating the variation and referring expressly to the condition which is to be varied

3. PRICES

Unless fixed prices have been expressly agreed with the Company, notwithstanding any offer, quotation, tender price or price list all prices are subject to alteration without notice and Goods will be invoiced at prices ruling at the date of despatch. All prices quoted are subject to delivery charge and the addition of Value Added Tax (“VAT”).

4. DELIVERY DATES & DELIVERY

Dates or periods quoted for delivery are approximate, given for information only and time shall not be of the essence in relation to them. Failure by the Company to comply with any such dates or periods shall not constitute a breach of contract and shall not entitle the buyer to treat the contract as terminated or to any other remedy against the company.

Delivery shall be deemed to be effective when the Goods are unloaded at the delivery address nominated by the Buyer or his agent for delivery, save where the Goods are to be collected by the Buyer or his agent where the Goods are loaded onto the vehicle collecting them. In all cases where delivery is to be made by Road Transport sufficient and suitable access to the said destination including a road surface capable of withstanding the weight and size of transport and loads involved is available. In the event of any additional costs being incurred by the Company due to any breach of such warranty the Buyer shall reimburse the Company the full amount on demand. If the Buyer refuses to accept delivery of any consignment of the Goods during the time agreed for delivery without valid reason the Company has the right to make an additional charge to cover the extra cost caused by the refusal.

5. STORAGE

If the Company does not receive forwarding instructions sufficient to enable despatch to be made within 14 days after notification that the Goods are ready for despatch the Buyer shall be deemed to have taken delivery and the Company may (without prejudice to any of its other rights) dispose of the Goods ordered at the best price reasonably available or may arrange for storage of the Goods at the premises of the company or elsewhere as the Company may so determine at the cost of the Buyer. The Company’s storekeepers receipt or that of any third party warehouse or a similar depository shall be deemed valid for all purpose including without limitation claiming payments under any relevant letter of credit as if it were a Buyers receipt for a clean bill of loading or other documents as is called for to evidence or effect delivery of the Goods.

6. ACCEPTANCE

The Buyer shall be deemed to have accepted the goods and it shall be conclusively agreed that the goods are in accordance with the contract unless:

Within 7 days after the receipt of the goods and prior to their use or resale the Buyer serves on the Company a written notice specifying the alleged defect in the quality or state of the goods which would be apparent upon careful inspection or by such testing as it is reasonable in all circumstances for the buyer to undertake and thereafter provides the company with a reasonable opportunity of inspecting or testing the goods before they are used or resold. If the alleged defect in quality or state of the goods would not be apparent on careful inspection or reasonable testing the Buyer serves on the Company written notice of such defect forthwith upon its discovery and in any event not more than 3 months after receipt of the goods specifying the matters complained of and affording the Company a reasonable opportunity of inspecting the goods before any making good or replacement is undertaken.

7. PAYMENT

Initial orders will require payment with order.

Unless other terms have been expressly agreed in writing with the Company payment is due in full by the 30^th day following the invoice date subject to credit facilities having been established. The Company shall be entitled to charge interest on any sums not so paid. Such interest shall be calculated on a day-to-day basis on the amount outstanding from the due date of payment at a rate of 4% in excess of the highest rate at which the Lloyds TSB bank base lending rate stood at any time within which the debt remained unpaid.

The Buyer shall not be entitled to withhold payment of any sums due to the Company by reason of disputed claim of the buyer for defective goods or alleged breach of the contract by the Company.

The company reserves the right to require payment on the basis of cash with order.

8. DEFECTIVE GOODS

Providing the Buyer has complied with condition 6, if the Goods or any part thereof are defective in quality or state or (except for any discrepancy in quantity) otherwise not in accordance with the contract then if the Company and Buyer do not agree that the Buyer shall accept the Goods at an agreed value or that the Goods should be made good at the Company’s expense the Company will accept the return of the Goods by the buyer and at the Buyers option either:

1. repay or allow the Buyer to invoice the price thereof and any reasonable costs incurred by the Buyer for the purpose of transporting the Goods back to the Company; or
2. replace the Goods by delivering replacement Goods as soon as is reasonably practicable and in all other aspects in accordance with the contract.

The obligations of the Company in accordance with section (a) of this condition are in substitution for any other legal remedy of the Buyer and the liability of the Company shall for all purposes be limited to the cost of making good, the giving of any appropriate credit or repayment or the replacement of the goods in accordance with that section. Under no circumstances shall the company be liable for any loss, damage or expense occasioned by any breach of contract negligence or breach of any duty of the Company whatsoever and howsoever such loss or damage or expense may have been caused. The Company shall not be liable for any loss or damage the Buyer may suffer by reason of its use or sale of the goods after the Buyer has become aware of a defect therein or ought in all the circumstances to have become aware.

Where processing of the Goods has been carried out by a third party, the Company’s liability is limited to the processor’s warranty as to the process or the effect the process may have had on the Goods themselves.

In no circumstances will the company be responsible for loss or damage beyond that expressly referred to in this clause (other than non excludable liability for death or personal injury resulting from negligence on the part of the Company) and in particular liability for any form of consequential loss is excluded.

9. RISK

The risk in the goods but not the ownership shall pass to the Buyer upon delivery. Delivery shall be deemed to take place:

In the case of Goods to be collected from the Company’s premises by the Buyer or the Buyer’s agent (including any independent carrier engaged by the Buyer) at the time when loading of the Goods on the vehicle collecting them is completed. When Goods are delivered by the Company’s transport (including any independent carrier engaged by the Company) at the moment the Goods are lifted from the vehicle.

10. RETENTION OF TITLE & REPOSSESSION

Property in the Goods shall remain with the Company until the price thereof and all other due sums otherwise due by the Buyer to the Company are paid in full. Until property in the Goods has passed to the Buyer (and without prejudice to its other rights) the Company and its employees and agents (with such plant and vehicles as the company considers necessary) shall be entitled to enter the premises where the Goods are located to inspect the Goods and if any of the events specified in paragraphs (a) (b) (c) or (d) of condition 10 has occurred without prior notice to the Buyer to re-possess, take away and re-sell the goods.

11. CANCELLATION

Orders cannot be cancelled except with the Company’s consent and on terms which will indemnify the company against loss and expenses incurred. Any Goods returned without the Company’s consent will not be accepted for credit.

10. TERMINATION

The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part any or every contract between itself and the Buyer or to suspend any further deliveries under any or every such contract in any of the following events:

1. Any diligence or other legal process being levied upon any of the Buyers assets;
2. If any debt is due and payable by the Buyer to the Company but is unpaid;
3. If the Buyer has failed to take delivery of any goods under any contract between it and the Company otherwise than in accordance with the Buyers contractual rights;
4. If the Buyer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement) with his creditors or being a body corporate has passed a resolution for voluntary winding-up except where solely for the purpose of amalgamation or reconstruction or if a petition has been presented for an order for it’s winding up or for a receiver (including an administrative receiver) or administrator to be appointed or if any such order or appointment is made or

if being an individual or partnership the Buyer suspends payment of his or their debts in whole or part or if an application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or if the Buyer whether or not a body corporate shall carry out or be subject to any analogous act under foreign law.

In the event of a termination by the Company of the contract in accordance with sections(a), (b), (c) or (d) above or any cancellation and/or repudiation of the contract by the Buyer the Company shall be entitled to recover as damages from the Buyer the following:

1. The value including any work completed or Goods manufactured at the date of termination.
2. The value of any work begun or Goods begun to be manufactured but not completed at the date of termination including the cost of materials, labour, overheads and profit in connection therewith.
3. A sum representing any further profit which the Company would have made on the contract but for its termination such profit to be determined by the Company’s Auditors whose decision shall be conclusive and binding on the buyer.

11. WAIVER

The rights of the Company and the Buyer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

12. FORCE MAJEURE

Not withstanding any variation of condition 3 in accordance with condition 2 in the event of the Company being delayed in or prevented from performing its obligations hereunder owing to any cause whatsoever beyond the Company’s control including without limitation act of God, war, strikes, lockouts, trade disputes, breakdown of plant or governmental or other regulations, rules laws or decrees the Company will not be liable for any loss damages or expenses incurred and shall be at liberty to cancel or suspend the contract without incurring any liability arising therefrom, and the Buyer shall not be entitled to terminate the contract.

The Company will take the measures it deems appropriate to guard against the consequences of such force majeure.

13. ASSIGNMENT

The contract shall not be assigned by the Buyer to any third party without the prior written consent of the Company.

14. SPECIFICATION
    1. The Buyer shall be solely responsible for the accuracy of any drawings specifications or other information supplied to the Company by the Buyer, its employees or agents and in conformity with which the company is to supply the Goods or is to apply any service in relation to the Goods of the Buyer not withstanding that the company may have examined, inspected, studied or commented to the Buyer upon any such drawings, specifications or other information.
15. BUYERS AKNOWLEGEMENT AND UNDERTAKING

The Buyer acknowledges having been supplied by the Company with all necessary information concerning any possible danger to health or safety of the Buyers employees at work emanating from or associated with the Goods supplied in this contract and undertakes to ensure as regards to the use which the goods are made at the Buyers place of work that the provisions of the Health and Safety at Work Act 1974 and particular the provisions of section 6 thereof shall be fully complied with and agree to indemnify and keep indemnified the Company in respect of any claim or costs which the Company may have to meet arising directly or indirectly out of the supply of the Goods forming part of this contract to the Buyer and due to the Buyers failure to properly comply with the terms of this undertaking or the provisions of the said act or any other statutory provisions or modifications thereof.

16. LAW AND INTERPRETATION

The contract shall in all respects represent the entire agreement between the parties and supersedes all earlier warranties, representations or statements (whether oral or in writing) and may only be varied in writing between the parties.

The headings of each provision are intended to be for convenience only and do not affect the interpretation thereof.

The contract shall be deemed to be a contract made in England and shall be construed according to the law of England. Any dispute shall be referred to an English court which shall have sole jurisdiction.

17. NOTICES

Any notice authorised or required to be given pursuant to these conditions shall in the case of a notice to the Company be sent to its trading office and shall in the case of a notice to the Buyer be sent to the Buyer at its registered office if the buyer is a company and in any other case to the address of the Buyer last known to the Company. Any such notice may be given by hand, by post or telex. To prove service in the case of notice given by post it shall be sufficient to show that the notice was despatched by first class recorded delivery service in a correctly addressed and adequately stamped envelope and to prove service in the case of a notice given by fax it shall be sufficient to show that the fax transmission was made in the correct fax number. Service shall be deemed to have been effected 24 hours after despatch by post or fax transmission.

Secure-a-Field Ltd

Bottom Merrill Grange, Mill Lane, Belton, Loughborough, LE12 9UJ

Tel: 01530 242 405

Email: sales@secure-a-field.co.uk

Registered Office: Secure-a-Field Ltd, Bottom Merrill Grange, Mill Lane, Belton, Loughborough, LE12 9UJ 

Company Registration Number: 16675027