Unless otherwise agreed by the parties in writing, the following conditions shall apply:

1:     Quotations and Acceptance

1. Quotations are valid for thirty (30) days and represent no obligation until the Seller accepts the Purchaser’s order.
2. In the event of inconsistency between the Seller’s and the Purchaser’s conditions, the Seller’s shall prevail. No variation Seller’s conditions shall be binding upon the Seller unless and until the variation has been accepted in writing by a duly authorised person on behalf of the Seller.
3. The Purchaser shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser, and/or giving the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.

2:     Price and Delivery

1. Quotations are valid for thirty (30) days and represent no obligation until the Seller accepts the Purchaser’s order.
2. In the event of inconsistency between the Seller’s and the Purchaser’s conditions, the Seller’s shall prevail. No variation Seller’s conditions shall be binding upon the Seller unless and until the variation has been accepted in writing by a duly authorised person on behalf of the Seller.
3. The Purchaser shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser, and/or giving the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
4. The company shall be under no liability for any loss by a purchaser, installer or user where the company is prevented from carrying out its obligation to supply as a result of any cause beyond its reasonable control, including, but limited to, legislation, fire, failure of plant or power supply, collapse of structure, lock outs, strikes, transit delays, loss in transit or owing to any inability to procure materials necessary for the production of the order/contract.
5. SHORTAGES or DAMAGE in transit must be notified to us in writing within 24 hours of delivery.

3:     Title and Risk

1. The risk in the goods shall pass from the Seller to the Purchaser in accordance with the delivery and carriage terms stated in the Seller’s acknowledgement of order or in the absence of such statement then on leaving the Seller’s premises.
2. Notwithstanding delivery and the passing of risk in the goods, the title and property in the goods, including full legal and beneficial ownership shall not pass to the buyer until the Seller has received in cash or cleared funds, payment in full for all goods under this, and all other order or contracts between the Seller and the Purchaser under which the goods were delivered.

4:     Returns

1. No return of goods which are not defective will be accepted without our RETURNS ORDER NUMBER which must be obtained within 14 days from the date of invoice. Such returns are to be sent carriage paid and are subject to a 15% handling charge which will be deducted from the credit issued.
2. Alertex sales are final as goods are pre-programmed to order. Alertex units cannot be returned.

5:     Payment

1. Subject to any special terms agreed in writing between the purchaser and the Seller, the Seller shall be entitled to invoice the Purchaser for the price of the goods on or at any time after the delivery of the goods, unless the goods are to be collected by the Purchaser or the Purchaser wrongfully fails to take delivery of the goods. In this case, the Seller shall be entitled to invoice the Purchaser for the for the price at any time after the Seller has notified the Purchaser that the goods are ready for collection or (as the case may be) the Seller has tendered delivery of the goods.
2. In the case of deliveries within the UK, payment shall be due 30 days from month end, except where the Seller stipulates ‘Pro-forma’ or ‘cash with order’. Any discounts specified by the Seller shall apply only where payment is so received. Payments shall not be withheld on account of any claim by the Purchaser against the Seller. The Seller reserves the right to charge the Purchaser interest (both before and after any judgement) on the amount unpaid at the rate of 2% per annum above Barclays Bank base rate from time to time until payment in full is made (a part month being treated as a full month for the purpose of calculating interest).
3. The Seller reserves the right to suspend deliveries where payment for any order related or otherwise has not been made by the due date and remains outstanding.

6:     Description and Data

1. Goods will be supplied substantially as described but where the Seller is the manufacturer, the right is reserves to make specification or design changes which, however, will not lower the performance of the goods, affect their mechanical interchangeability, or increase the price. Where the Seller is not the manufacturer, goods will be those supplied to the manufacturer’s specification and finish.
2. The Seller shall make every effort to ensure the accuracy of technical data or literature relating to the goods, however, the Seller (so far as permitted by law) accepts no liability in contract, tort or otherwise for any damages or injury arising directly or indirectly from any error or omission in such technical data or literature.

7:     Guarantee

1. Subject as provided elsewhere in these conditions, the Seller guarantees at its discretion to refund the price of the goods or to repair or replace free of charge any of the goods found to its satisfaction to be defective within twenty-four (24) months for Genesis products and twelve (12) months or all other products of the date of delivery owing to faulty design, materials or workmanship, provided that the goods have not been modified or repairs other than by the Seller, and have been operated, store and maintained within the Seller’s recommendations for use.
2. Goods returned under this guarantee shall be delivered to the Seller’s premises at the Purchaser’s expense, and if found not to be defective (or when the defect is attributable to the Purchaser’s design, specification, application, storage, usage or any mishandling) will be returned to the Purchaser at the Purchaser’s expense, and be subject to a testing charge of 15% of the invoice price together with VAT thereon if applicable.
3. The Seller’s obligation herein to refund, repair or replace the goods is the sole liability of the Seller as regards to the quality, fitness or description of the goods and their correspondence with sample. Subject as expressly provided in these conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and the Seller is under no further liability in contract, tort or otherwise for any loss, damage or injury arising directly or indirectly from the supply of goods or services by the Seller, or in relation to the quality, fitness or description of the goods and their correspondence with sample.
4. The Purchaser shall inspect the goods and notify the Seller or any defects or other non-conformance within thirty (30) days.
5. The goods shall not be considered defective for the purposes of these conditions unless:
   • They are not in accordance with the Purchaser’s specification, where this is an agreed specification.
   • The Purchaser has no such specification or to the extent that the Purchaser’s specification is silent as to any aspect of the design, function, performance, tolerances, quality or characteristics of the goods, or the goods do not conform to the Seller’s published information, or if no such information has been published, or the goods do not conform to the standards which the Seller considers normal or usual for products of the kind sold at a similar price.
   • The Seller is not in a position to ensure that the Purchaser’s specification is correct and/or sufficient for the purposes intended by the Purchaser and the purchaser must satisfy itself on this point.
6. In the case of goods repaired or replaced by the Seller, the guarantee shall terminate at the end of the original guarantee period.
7. The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Purchaser shall only be entitled to the benefit or such warranty or guarantee as is given by the manufacturer to the Seller.

8:     Force Majeure

1. The Seller shall give no liability in respect of failure to deliver or perform, or delay in delivering or performing any obligations under the contract due to any cause outside the reasonable control of the Seller, including but not limited to an act of God, fire, floods, war and civil disturbances or riot, acts of government, currency restriction, labour disputes, strikes, unavailability of materials or failure or supplier, carrier or sub-contractor to deliver on time.

9:     Price Variation

1. The Seller reserves the right to increase the price of the goods agreed to be sold to reflect any increase of the costs to the Seller between the date of the acceptance of the order and the date of delivery including (but not by way of limitation those relating to exchange rates, labour, materials, transport and taxes) or where the increase is due to any act or default of the Purchaser, including the cancellation by the Purchaser of part or any order or change in specification by the Purchaser.

10:    Storage

1. Without prejudice to clause 4.1 above, when delivery is delayed for reasons attributable to the Purchaser or its agents, storage and other additional costs will be charged to the Purchaser and the goods will be at the Purchasers risk from the date of commencement of such delay.

11:     Intellectual Property Rights

1. The sale of goods and the publication or any information or technical data relating thereto does not imply freedom from patent, copyright, design right, registered design or other industrial property rights in respect of any particular application of the goods.
2. The Purchaser warrants that the design or other industrial property right in the manufacture and sale of the goods by the Seller.
3. The Purchaser undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses, and costs in connection with any infringement of any patent, registered design or other industrial property right in their manufacture, sale or application of the goods arising out of or in connection with the matters described in paragraphs 10.1 above.

12:     Purchaser’s Items

1. Items supplied by the Purchaser for the contract shall be of suitable quality and shall be provided free or charge in sufficient quantities and at the times required by the Seller. Any defect in items provided by the Purchaser shall not entitle the Purchaser to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of such defect, and the Purchaser shall indemnify and keep indemnified the Seller from and against all actions, demands, claims proceedings, losses or costs arising from the supply of defective items by the Purchaser.

13:     Cancellation

1. No order, which has been accepted by the Seller, may be cancelled by the Purchaser except with the agreement in writing of the Seller, and on terms that the Purchaser shall indemnify the Seller 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 Seller as a result of cancellation.

14:     Termination

This clause applies if:

1. The Purchaser commits any breach of the terms and conditions of the contract.
2. The Purchaser makes any voluntary arrangement with its creditors, or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than the purpose of amalgamation or reconstruction), or
3. An encumbrance takes possession, or a receiver is appointed, or any of the property or assets of the Purchaser, or the Purchaser ceases or threatens to cease to carry on business, or
4. The Seller reasonably apprehends that any of the vents mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
5. If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Purchaser, and if the foods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.

15:     Data Protection Act 1998

1. We will make a search with a credit reference agency, and we may keep a record of the search and share that information with other businesses. We may also make enquiries about the principal directors with a credit agency.

16:     Law

1. Any question relating to any quotation or any order or contract subject to these conditions or agreed amendment of these conditions shall be determined in all respects by the laws of England.