The following standard terms and conditions
apply to every agreement entered into by Us
for the Sale of Equipment.
In these Conditions:-
1.1 the following
words and expressions have the following meanings:-
the terms and conditions for the provision of the Equipment, as set
out in this document, together with any special terms and conditions
agreed in writing by You as set out in the Schedule;
the contract for the sale of the Equipment entered into between You
and Us, subject to the Conditions;
the address to which the Equipment is to be delivered as set out in
the fire extinguishers and fire protection equipment specified in
the Schedule to be sold by Us to You (including any instalment of
the Equipment or any part of it);
any individual, partnership, firm, body corporate, government
department, local authority, unincorporated association or
the monies payable by You to Us for the provision of the Equipment
pursuant to the Contract, as set out in the Schedule;
any quotation submitted by Us to You for the supply of the
the schedule set out overleaf containing (amongst other items) Your
details, the Equipment to be purchased, the Warranty Period and any
special Conditions, signed by You and Us;
"Us", "We", "Our"
Hoyles Fire & Safety Limited trading as Fire Reliant (and referred to therein as "the Company");
the Person who enters into the Contract with Us and who agrees to
purchase the Equipment (and referred to therein as "the Customer");
the period set out in the Schedule, during which the provisions of
Condition 8 apply.
1.2 the singular
includes the plural and vice versa, and words importing one gender
include all genders.
1.3 headings are
for ease of reference only.
2.1 Your signature to the Schedule
constitutes an offer to require provision of the Equipment by Us.
2.2 The Contract
comprises the Quotation (if any), these Conditions, and the Schedule
(which forms part of the Contract for all purposes).
2.3 No contract
shall have been formed until the offer constituted by Condition 2.1
has been accepted by Our representative counter signing the
Schedule. You will receive from Us a welcome pack, containing
confirmation of the
the Contract together with a Contract. You must notify Us
within 7 days of the date of the welcome pack if any of the details
are incorrect, otherwise the details set out in the Schedule and
confirmation in the welcome pack
pack shall be deemed
to be correct.
2.4 Only these
Conditions apply to the Contract, and shall override any other
terms, conditions or warranties which You may seek to impose.
Your acceptance of the Equipment shall be conclusive evidence that
to the Contract.
2.5 No variation
of the Contract shall apply unless agreed in writing by Us.
2.6 Any advice or
recommendation given by Us to You as to the Equipment which is not
confirmed in writing by Us is followed or acted upon entirely at
Your own risk, and accordingly We shall not be liable for any such
advice or recommendation which is not so confirmed. You
confirm to Us that You have not relied on, nor been induced to enter
into the Contract by, any representation not recorded in the
2.7 The quantity,
quality and description of and any specifications for the Equipment
shall be those set out in the Schedule. We reserve the right
to make any changes in the specification of the Equipment which do
materiaffect the quality or performance of the Equipment.
2.8 If you change your service provider from
Us, then we cannot be liable for any expense, claim or loss (whether
to property or financial, and whether direct, indirect or
consequential) which you may suffer if the equipment serviced
servi by your new
providerhas not followed the correct servicing instructions for that
equipment, which are available from our website, (or in the case of
fire alarms, emergency lighting and suppression systems the
instructions for those items). It is Your responsibility to
ensure that your new service provider is a competent person in the
servicing of fire extinguishers, and that has followed our servicing
respect of any equipment supplied by Us located on Your premises.
3.1 The Price is stated in the Schedule We
reserve the right, at Our option, to require payment of the Price in
full or in part, or the payment of a non-refundable deposit, prior
to despatch of the Equipment, and We reserve the right
right to withhold
delivery of the Equipment or any part of it until such payment is
3.2 We reserve the right, by giving notice
in writing to You at any time prior to completion of the Contract,
to increase the Price to reflect any increase in the cost to Us in
executing the Contract due to any factor beyond Our
(including, without limitation, any increase in the cost of labour,
raw materials or overheads, currency fluctuations, any change in
delivery dates, quantities or specifications for the Equipment
arising as a result of any
any error or
omission or changes deemed necessary by You, or any delay or
interruption in the Contract not attributable to Us).
3.3 All Prices
are exclusive of VAT and similar taxes, which You shall be
additionally liable to pay to Us upon presentation of a suitable
invoice from Us.
4.1 Unless otherwise stated in the Schedule
(and subject to Condition 3.1), We may invoice You for the Equipment
on or at any time after delivery of the Equipment (unless You
wrongfully fail to take delivery of the Equipment,
in which case We can invoice You at any time following such
failure). Invoices are payable in full within 30 days of the
date of invoice (notwithstanding that delivery may not have taken
place, and title to the Equipment has not
not passed to You).
4.2 If You fail
to make any payment for the Equipment by the due date, then (without
prejudice to Our other rights or remedies), We can:-
4.2.1 cancel the Contract so far
as any Equipment remains to be delivered under it, or suspend any
further delivery of the Equipment (or any part of it); and
4.2.2 charge You interest (both
before and after any judgment) on the amount unpaid at the rate of
8% above the Bank of England base rate per annum, compounded daily,
until payment is made in full, under the
Late Payment of Commercial Debts (Interest) Act 1998.
4.3 You agree to
reimburse Us with all costs and expenses (including legal costs on a
full indemnity basis) incurred in the collection of any overdue
4.4 No right of set off shall exist in
respect of any claims by You against Us unless and until such claims
are accepted in full by Us in writing, and You shall not be entitled
to withhold all or any part of any sum which has become
becomdue for payment under the
4.5 If the Equipment is to be delivered in
instalments, then notwithstanding the provisions of Condition 4.1,
We reserve the right to invoice You on the delivery of each
instalment separately, and You shall pay each such invoice
in accordance with these Conditions. If You fail to pay any
instalment of the Price when due, then (without prejudice to Our
other rights or remedies) the whole of the Price for each remaining
instalment of Equipment shall
immediately due and payable (irrespective of non-delivery).
5.1 Delivery shall mean delivery of the
Equipment to You at the Delivery Address.
5.2 Whilst we
shall use all reasonable endeavours to deliver the Equipment within
the period of 14 days from the date the Contract comes into force,
time is not of the essence and We have no liability to You in
respect of any delay in
in delivery or any loss (including consequential loss) or damage
5.3 We may charge
for abortive delivery costs, storage, insurance and other associated
costs if You are available for, or refuse, or defers, delivery of
the Equipment when We attempt so to do. This provision is in
addition to and not in
in substitution for any other payment for which You may become
liable in respect of Your failure to take delivery at the
5.4 We will
commission the Equipment upon delivery to ensure that it is in
working order and is compliant with all relevant legislation.
5.5 You must
notify Us if You have not received delivery of Equipment within
three days of the date agreed with You for such delivery. We
shall be deemed to have fully complied with Our obligations to
supply the Equipment in
accordance with the terms of the Contract unless notification to the
contrary is received by Us within that time.
5.6 We reserve
the right to deliver the Equipment in instalments, and failure by Us
to deliver any one or more of the instalments shall not entitle You
to treat the Contract as a whole as terminated.
RISK AND TITLE
6.1 The risk of
any loss, deterioration or damage to the Equipment shall pass to You
on delivery of the Equipment to You at the Delivery Address.
6.2 Title the
Equipment (or any part of it) shall not pass to You until the Price
(and any other monies owed by You to Us in relation to the Equipment
pursuant to these Conditions) has been paid in full.
6.3 Until title
has passed pursuant to Condition 6.2, You shall:-
6.3.1 keep the Equipment in good
condition and properly stored. Without prejudice to the
generality of that obligation, You shall not interfere with or
deface the Equipment, or any of Our labels on it;
6.3.2 maintain adequate insurance in
respect of the Equipment, in an amount which is not less than the
Price payable, and You shall hold all proceeds of such insurance
policy on trust for Us;
6.3.3 grant to Us (or Our employees or
agents) an irrevocable licence to enter Your premises to recover the
Equipment. You agree not to hinder any such repossession, and
You shall be liable to pay all Our reasonable
costs incurred on account of such repossession. This right is
in addition to all Our other rights and remedies under these
6.3.4 not dispose of, or allow the
disposal, of any of the Equipment.
Notwithstanding the provision of Condition 6.2 and 6.3, and section
49 of the Sale of Goods Act 1979, We may bring any action for the
Price (and all other monies due to Us under the Contract) at any
time after those monies
monie have become due under these Conditions.
otherwise stated in the Schedule, the selection and choice of
Equipment and (except as to compliance with specific technical
specifications contained in Our current literature) the assessment
of the Equipment's
Equip suitability and fitness for
purpose, is Your responsibility.
specifications and statements as to suitability, performance or
otherwise given by Us in connection with the Equipment are offered
in good faith, but are intended to be approximate only and do not
7.3 Equipment is
supplied on condition that it should only be used in connection with
the relevant risk, as set out in Our accompanying written safety and
usage instructions. We have no liability to You whatsoever for
consequential loss) damage or expense which You may suffer, which is
caused (wholly or in part) by Your failure to use the Equipment
properly and also in accordance with Our instructions.
7.4 The copyright
and all other intellectual property rights in Our designs, data
sheets, packaging, Equipment (including formulae), and literature
remain Our absolute property.
WARRANTIES AND LIABILITY
8.1 We warrant to
You that the Equipment will be of satisfactory quality for the
8.2 If, during
the Warranty Period, the Equipment (upon examination by Us) is found
to be defective solely due to faulty materials, workmanship or
design, We may (at Our option) repair or replace the defective
Equipment free of
8.3 The following
conditions (each of which must be fulfilled before any warranty
claim shall arise) are that:-
8.3.1 the claim is not attributable to fair
wear and tear or any fault or damage arising from impact,
modification, inappropriate use or treatment, incorrect handling or
exposure to corrosive conditions, or being kept or installed
other than under normal conditions.
8.3.2 that the Equipment must not be or have
been recharged repaired or serviced by anyone other than a qualified
person for the time being employed by Us;
8.3.3 that Our instructions to the use of
the Equipment have been strictly complied with;
8.3.4 that the claim is made by You as Our
original customer for Your benefit;
8.3.5 that the claim is notified, in detail,
in writing to Us within 30 days of the date of discovery thereof.
LIMITATION OF LIABILITIES AND INDEMNITY
9.1 You agree
with Us that if You shall suffer loss or damage as a result of any
breach of any of the terms of the Contract by Us, or as a result of
the negligence of Us, then Our liability in respect of such loss or
damage shall be
limited to the smallest of the following:-
9.1.1 the actual amount of any loss or
damage suffered by You;
9.1.2 a sum which is equal to the Price;
9.1.3 the sum of £5,000,000.
This limitation shall continue to subsist indefinitely.
9.2 The foregoing
states Our entire liability, whether in contract or tort, for
defects in the Equipment, other than liabilities referred to in
9.3 The express
terms set out above are in lieu of all warranties, conditions,
terms, undertakings and obligations implied by statute, common law,
custom, trade usage, course of dealing or otherwise, all of which
are excluded to the
the fullest extent permitted by law. Without prejudice to the
generality of the foregoing, in no circumstances shall We be liable
for any loss of profit, business, contracts, revenues or anticipated
savings or for any special,
speci indirect or
consequential damage of any nature whatsoever save as provided in
this Condition 10.
9.4 You agree and
accept that with regard to the limitations of liability set out in
Conditions 9.1 to 9.3 (inclusive) that such limitations are
perfectly fair and reasonable having regard (amongst other things)
to the following
9.4.1 that the potential losses which could
or might be caused as a result of the breach or negligence as
referred to in Conditions 9.1 to 9.3 inclusive are greatly in excess
and wholly disproportionate to the amount which
is being charged by Us in respect of the Equipment;
9.4.2 that We have no information or
knowledge as to the value of any contracts to be entered into by You
which may involve the Equipment in anyway;
9.4.3 that We are anxious to keep to as low
a level as reasonably possible for Your benefit, and all Our other
customers, its charges in respect of the equipment and services
provided by it.
9.5 You confirm
that You have read and fully understood the terms of Conditions 9.1
to 9.4 (inclusive), and accept the limitations of liability in this
10. LIABILITY FOR
DEATH OR PERSONAL INJURY
We shall indemnify You against any injury to or death of any Person
or damage to property (as defined in the Consumer Protection Act
1987) caused by any negligent act or omission or wilful misconduct
of Us, or by any defect defect
in the Equipment.
Without prejudice to any other provision of these Conditions.
We shall be entitled to terminate the Contract for the sale of the
Equipment and/or suspend all further deliveries of Equipment without
liability on Our part if You:-
11.1 commit any material
breach of the Contract;
11.2 fail to make payment for
the Equipment on the due date for payment;
11.3 make any voluntary
arrangement with Your creditors or become subject to an
administration order or (being an individual or a firm) becomes
bankrupt or (being a company) goes into liquidation; or
11.4 permit an encumbrancer
to take possession or a receiver to be appointed over any of Your
property or assets.
You shall not assign the Contract or any part of it without Our
prior written consent.
13. FORCE MAJEURE
We shall not be liable for any delay in performing or failure to
perform Our obligations under the Contract if such delay or failure
results from an act of God, war, strike, lock-out, industrial
action, default or suppliers or sub-
contractors, fire, flood, drought, tempest or other event beyond Our
reasonable control. Such delay or failure shall not constitute a
breach of the Contract and We shall be entitled to a reasonable
extension of time for
performing its obligations under the Contract In the event of an
occurrence as referred to in this Condition.
14.1 Any notices required or permitted to be given by
either party to the other shall be in writing addressed to that
other party at its registered office or principal place of business
or such other address as may at the relevant time
time have been
notified to the party giving the notice. In proving that a
notice has been validly given, it shall be conclusive evidence to
provide that delivery was made by hand, or that the envelope
containing the notice was
properly addressed and posted.
14.2 The Contract shall be
governed by the laws of England and Wales and the parties agree to
submit to the exclusive jurisdiction of the English Courts in the
interpretation of this Contract or the resolution of any dispute
under its terms.
These Conditions are separate and severable and enforceable
accordingly, and considered reasonable by You, but in the event that
any Condition shall be bound or held to be void, or illegal, or
unenforceable by a court of
competent jurisdiction, then that Condition shall be severed from
the Contract, and the remainder of the Contract shall continue in
full force and effect, and shall not be prejudiced or affected by
the unenforceability or illegality of
of the Condition in question.