Terms & Conditions

Supply of Goods Terms and Conditions

Your attention is drawn in particular to the provisions of clause 9.

1. Interpretation
   1. Definitions. In these Conditions, the following definitions apply:
      1. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      2. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
      3. Contract: the contract between You and Us for the sale and purchase of the Goods in accordance with these Conditions.
      4. Force Majeure Event: has the meaning given in clause 10.
      5. Goods: the goods (or any part of them) set out in the Order.
      6. Order: Your order for the Goods, as set out in Your purchase order form, Your written acceptance of our quotation, or overleaf, as the case may be.
      7. Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by You and Us.
      8. We/Us: CheckFire Limited, Sir Alfred Owen Way, Pontygwindy Industrial Estate, Caerphilly, South Wales CF83 3HU.
      9. You: the person or firm who purchases Goods from us.
   2. Construction. In these Conditions, the following rules apply:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2. A reference to a party includes its personal representatives, successors or permitted assigns.
      3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
      4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
      5. A reference to writing or written includes faxes and e-mails.
2. Basis of contract
   1. These Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2. The Order constitutes an offer by You to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
   3. The Order shall only be deemed to be accepted when We issue a written acceptance of the Order or inform you that the Goods are ready, whichever is earlier, at which point the Contract shall come into existence.
   4. The Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on.
   5. any statement, promise or representation made or given by or on behalf of Us which is not set out in the Contract.
   6. Any samples, drawings, descriptive matter, or advertising produced by Us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
   7. A quotation for the Goods given by Us shall not constitute an offer. A quotation shall only be valid for a period of 14 Business Days from its date of issue.
3. Goods
   1. The Goods are described in our catalogue as modified by any applicable Specification.
   2. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by You:
      1. You licence Us to use any of Your intellectual property rights in any of the materials specified in the Specification on a free of charge, non-exclusive basis to the extent required to enable Us to perform our obligations under the Contract; and
      2. You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Us in connection with any claim made against Us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Specification. This clause 3.2 shall survive termination of the Contract.
   3. We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. Delivery
   1. 4.1 We shall ensure that:
      1. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant customer and supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      2. if We require You to return any packaging materials to Us, that fact is clearly stated on the delivery note. You shall make any such packaging materials available for collection at such times as We shall reasonably request. Returns of packaging materials shall be at our expense.
   2. You may collect the Goods from Us or We may deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after We notify You that the Goods are ready.
   3. Delivery of the Goods shall be completed, if the Goods are collected by You, at the time You collect them from Us and if the Goods are delivered by Us to a Delivery Location, on the Goods’ arrival at the Delivery Location.
   4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   5. If We fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   6. If You fail to take delivery of the Goods within three Business Days of Us notifying You that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or our failure to comply with our obligations under the Contract:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which We notified You that the Goods were ready; and
      2. We shall store the Goods until delivery takes place, and charge You for all related costs and expenses (including insurance).
   7. If 10 Business Days after the day on which We notified You that the Goods were ready for delivery You have not taken delivery of them, We may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to You for any excess over the price of the Goods or charge You for any shortfall below the price of the Goods.
   8. You shall not be entitled to reject the Goods if We deliver up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from You that the wrong quantity of Goods was delivered.
   9. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.
5. Quality
   1. We warrant that on delivery the Goods shall:
      1. conform in all material respects with their description (subject to any qualification or representation contained in our catalogues, advertisements or other documents) and any applicable Specification; and
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   2. Subject to clause 5.3, if:
      1. You give notice in writing to Us within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
      2. We are given a reasonable opportunity of examining such Goods; and
      3. You (if asked to do so by Us) return such Goods to our place of business at our cost, We shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
   3. We shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
      1. You make any further use of such Goods after giving notice in accordance with clause 5.2;
      2. the defect arises because You failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
      3. the defect arises as a result of our following any drawing, design or Specification supplied by You;
      4. You alter or repair such Goods without our written consent;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   4. Except as provided in this clause 5, We shall have no liability to You in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
   5. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
   6. These Conditions shall apply to any repaired or replacement Goods supplied by Us.
6. Title and risk
   1. The risk in the Goods shall pass to You on completion of delivery.
   2. Title to the Goods shall not pass to You until We have received payment in full (in cash or cleared funds) for:
      1. the Goods; and
      2. any other goods or services that We have supplied to You in respect of which payment has become due.
   3. Until title to the Goods has passed to You, You shall:
      1. hold the Goods on a fiduciary basis as our bailee;
      2. store the Goods separately from all other goods held by You so that they remain readily identifiable as our property;
      3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      4. 6maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      5. notify Us immediately if You become subject to any of the events listed in clause 8.2; and
      6. give Us such information relating to the Goods as We may require from time to time, but You may resell or use the Goods in the ordinary course of its business.
   4. If before title to the Goods passes to You, You become subject to any of the events listed in clause 8.2, or We reasonably believe that any such event is about to happen and notify You accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy We may have, We may at any time require You to deliver up the Goods and, if You fail to do so promptly, enter any of Your premises or of any third party where the Goods are stored in order to recover them.
7. Price and payment
   1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in our published price list in force as at the date of delivery. Our published price list is liable to change at any time. Changes will not affect Orders we have confirmed in writing.
   2. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to You.
   3. The price of the Goods is exclusive of amounts in respect of value added tax (VAT). You shall, on receipt of a valid VAT invoice from Us pay to Us such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
   4. We may require You to pay a proportion of the price of the Goods on account before We can begin processing Your order. We shall not be liable for any delay in processing Your order if such delay arises as a consequences of You failing to make such payment when requested.
   5. We may invoice You for the Goods on placement of Your order or on or at any time after the completion of delivery.
   6. You may be required to pay the price of the Goods on placement of Your Order or on delivery. If payment is not requested on placement of Order or delivery You shall pay our invoice in full and in cleared funds within 30 days of the date of the invoice. Time of payment is of the essence.
   7. If You fail to make any payment due to Us under the Contract by the due date for payment (due date), then You shall pay interest on the overdue amount at the rate of 4% per annum above Barclay Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
   8. Without limiting any other remedies or rights that We may have if You fail to make any payment due to Us, We may cancel any outstanding orders until all outstanding amounts have been paid.
   9. You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. We may at any time, without limiting any other rights or remedies We may have, set off any amount owing to it by You against any amount payable by Us to You.
8. Customer’s insolvency or incapacity
   1. 8.1 If You become subject to any of the events listed in clause 8.2, or We reasonably believe that You are about to become subject to any of them and notify You accordingly, then, without limiting any other right or remedy available to Us, We may cancel or suspend all further deliveries under the Contract or under any other contract between You and Us without incurring any liability to You, and all outstanding sums in respect of Goods delivered to You shall become immediately due.
   2. 8.2 For the purposes of clause 8.1, the relevant events are:
      1. You suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply;
      2. You commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where You are a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of You with one or more other companies or the solvent reconstruction of You;
      3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of You, other than for the sole purpose of a scheme for a solvent amalgamation of You with one or more other companies or the solvent reconstruction of You;
      4. (being an individual) You are the subject of a bankruptcy petition or order;
      5. a creditor or encumbrancer of You attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
      6. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over You;
      7. (being a company) a floating charge holder over Your assets has become entitled to appoint or has appointed an administrative receiver;
      8. a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;
      9. any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.8 (inclusive);
      10. You suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of Your business;
      11. Your financial position deteriorates to such an extent that in our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy; and
      12. (being an individual) You die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing Your own affairs or become a patient under any mental health legislation.
   3. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. Limitation of liability
   1. Nothing in these Conditions shall limit or exclude our liability for:
      1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
      4. defective products under the Consumer Protection Act 1987; or
      5. any matter in respect of which it would be unlawful for Us to exclude or restrict liability.
   2. Subject to clause 9.1:
      1. We shall under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      2. Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
10. Force majeure
    1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11. General
    1. Assignment and subcontracting.
       1. 11.1.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.
       2. 11.1.2 You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract without our prior written consent.
    2. Notices
       1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
       2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
       3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    3. Severance
       1. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
       2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    4. Waiver.
       1. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    5. Third party rights.
       1. A person who is not a party to the Contract shall not have any rights under or in connection with it.
    6. Governing law and jurisdiction.
       1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.