STANDARD TERMS AND CONDITIONS OF SALE

1. DEFINITIONS AND INTERPRETATION

1.1
The following words shall have the subsequent meanings unless the context of their use requires

1.2
“The Company” shall mean YY Security Installations Limited.
“The Customer” shall include any person, firm or body corporate for whom or at whose request work is done or services rendered.
“The conditions” shall mean the standard terms and conditions set out in this document and shall include any particular terms and conditions agreed in writing between the Company and the Customer.
“The contract” shall mean the contract for the purchase and sale of the goods.
“The work” means all the work or services undertaken or performed by the Company.
“the goods” means all components, spare parts, equipment or materials of any kind, which are supplied or installed by the Company under any contract to which these conditions apply, whether in connection with the work or otherwise and the quantity and description thereof shall be as set out in the Company’s quotation.
“The premises” means the Company’s facility at Hillingdon, Uxbridge Middlesex, England.
“Normal working hours” means 8.00 a.m. to 5.00 p.m. Monday to Friday (excluding statutory holidays). All headings in these conditions are for convenience only and shall not affect their interpretation

2. BASIS OF SALE AND SERVICE

2.1
All quotations given and all contracts made by the Company relating to the carrying out of the works and/or to the supply of the goods are subject to the terms and conditions contained herein. All other terms and conditions referred to by the Customer or upon which the Customer may purport to rely, contained in any order acceptance of the quotation or otherwise brought to the notice of the Company, are hereby excluded.

2.2
These terms and conditions may be varied only by agreement in writing between the Company and the Customer and must be signed on their behalf by duly authorized representatives.

2.3
The Customer shall indemnify the Company against any claim that may be made on it arising from the Customer’s lack of authority to contract for the work or the supply or the installation of the goods.

2.4
If the Company, or the Customer, in any one or more instances, fails to insist upon strict

2.5
Any error in any quotation, invoice or other documentation issued by the Company shall be subject to correction without liability by the company.

2.6
Any advice given to the Customer by the Company, which is not confirmed in writing, is acted upon purely at the own risk of the Customer and as a result the Company cannot be held liable.

2.7
Any notices to be given shall be in writing and sent by letter or email to the party concerned to be received at its principal place of business or at such other address as such party may from time to time designate by notice complying with this clause.

2.8
These terms and conditions contain the whole agreement between the Company and the Customer and supersede any prior promises, representations, undertakings or implications.

3. ORDERS AND SPECIFICATIONS

3.1
Quotations issued by the Company are not offers capable of acceptance so as to make a binding contract, but are instead invitations to place orders. Any
orders placed with the Company require written acceptance before any contract arises.

3.2
All orders must be accompanied with an approved signed drawing issued by the Company to the Customer. This confirms to the Company that the Customer is happy with the measurements.

3.3
The Company shall have the right to sub-contract any of the work either in whole or in part, unless otherwise specifically agreed in writing between the Company and the Customer.

3.4
The Company is at liberty to destroy worn parts after completion of the work or the supply or installation of the goods unless otherwise instructed in writing.

3.5
The Company reserves the right to affix its name tablets to any of the goods, unless instructed to the contrary in writing at time of ordering.

3.6
The Customer, in placing any order or entering into or varying any agreement or variation must ensure that the order of agreement or variation has been duly authorised by the necessary corporate action and will continue to be a valid and binding order or agreement of the Customer in accordance with its terms.

3.7
The Company shall not be obliged to perform any part of the work or to supply any of the goods or services in respect of which it reasonably considers that there must be supplied to it any specifications, information or instructions or any components, parts, goods or other materials or available the Customer shall indemnify the Company against all loss and expenses incurred by the Company by reason of any error, defect or omission therein or by reason of any other act or omission on the part of the Customer. If before they are available the Company performs any such part of the work or supplies any of the goods at the Customer’s request the Customer shall indemnify the Company against all loss or damage of whatsoever kind resulting from their doing so, except insofar as the same results from the wilful misconduct of the Company (and such performance or supply shall not of itself constitute for this purpose wilful misconduct).

3.8
All orders and agreements shall be governed by the laws of England.

3.9
Neither party shall assign any order or agreement in whole or in part without the prior written.

4. PRICES

4.1
All prices and rates shall be as quoted or as agreed by the Company and are based upon costs prevailing at the date of such quotation or agreement. Each quotation is valid for 90 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer. The prices and rates are also exclusive of value added tax, which shall be due at the rate ruling on the date of the Company’s invoice.

4.2
The Company reserves the right and may therefore, after acceptance of an order and before delivery, increase the price of any goods or services to reflect any such increase in the cost to the Company, which is beyond their control.
Any such increases in costs shall thereafter be payable as if they were a specific term of the contract

4.3
Unless otherwise agreed the provision to the Company of all the Customer’s property, required to carry out the work, is the sole responsibility of the Customer. Should, however, such Customer’s property be supplied by the Company the cost thereof (unless already accounted for in the agreed prices) shall not be included in the price of the work and an additional charge shall be made in respect of it (together with such handling charge as the Company shall determine).

4.4
All prices and rates quoted, or agreed by the Company, shall apply, in the case of work performed or goods or services provided, during normal working hours. The Customer may, from time to time, request that work be undertaken or goods or services be provided on an expedite basis to meet the Customer’s particular requirements and in such an event the Company shall use its reasonable endeavors to meet such requirements through working outside normal working hours. The Company shall be entitled to recover its increased costs by proportionally increasing its prices and rates in such instances.

4.5
If the Customer requires the Company to make any alterations after the signed drawings have been submitted and an order given, then the Customer will be subject to an additional charge to reflect such changes.

4.6
Retentions may not be deducted from the quoted value unless agreed in writing prior to order, and agreed with a signed contract. Retentions are not permitted on a value less than £5000.00. If the retention is agreed it is limited to 3% (1.5% after practical completion and 1.5% after defects liability period) no greater than 12 months from completion.

5. PAYMENT

5.1
The Company shall be entitled to invoice the Customer for the price of goods on, or any time after, the delivery of the goods and for services rendered on completion of the agreed work

5.2
The Customer undertakes to pay the Company for all work, goods or services provided within the agreed credit terms from the date of invoice.

5.3
Unless otherwise agreed by the Company in writing, the Customer shall not be entitled to any discount or rebate in respect of the goods and services

5.4
Time of payment shall be of the essence and when any sum owed by the Customer to the Company under any agreement is overdue the Company may at is option, without notice to the Customer and without prejudice to any other rights it may have and in particular to its rights under Clause 8 below, either:-

5.4.1
Cease further work or the supply of further goods or services under any agreement without liability for any loss (including loss of profit or other financial or economic loss) to the liability for any loss (including loss of profit or other financial or economic loss) to the Customer until such sum (together with such interest as may be due thereon) is paid.

5.4.2
Terminate the agreement or any other agreements with the Customer with immediate effect, whether or not any sums are due for payment by the Customer, without liability on the part of the Company and the Customer shall pay to the Company immediately all sums due and outstanding under all such agreements in respect of the work already carried out and the goods, services, components, parts and other materials supplied or ordered in part execution of the agreements together with all overhead and other costs incurred by the Company as a result of such termination.

6. DELIVERY OR COMPLETION DATE

6.1
Delivery will be made by the Company to the Customer’s premises or to such other address as is notified by the Customer to the Company, prior to the scheduled delivery date.

6.2
Where a date or period has been stated for the completion of the work or delivery of the goods or provision of the service, this is an estimate only and the Company shall not be liable to the Customer for any loss or damage sustained by the Customer or any other party as a result of the Company’s liability to comply with such date or period for completion or delivery.

6.3
Delivery will take place when the goods are despatched by the Company using either its own vehicles or using agents or carriers or when the goods are collected by the Customer, its representative, agent or carrier. Acceptance of delivery of the goods shall be deemed conclusive evidence of the Customer’s acceptance of these terms and conditions.

7. NON DELIVERY OF GOODS AND SERVICES

7.1
If the Customer fails to accept delivery of the goods or fails to give the Company adequate delivery instructions before the goods are shipped, other than by any reason that is beyond the Customer’s control or by reason of the Company’s fault, then the Company may either:

7.1.1
Store the goods until the Customer is able to take delivery and charge the Customer for the reasonable costs.

7.1.2
Sell the goods at the best price readily obtainable and then charge the Customer, where applicable, for any shortfall below the price quoted once the costs for the reasonable storage and selling expenses have been deducted.

7.2
In the case of a consignment to the Customer’s designated delivery address the carrier and the Company must be advised in writing within 5 days of receipt of invoice if the goods covered by the invoice have not been delivered or within 2 days if damage or shortage is revealed otherwise the Customer shall be deemed
to have accepted the goods and shall not be entitled to reject the same if not in accordance with the Contract. Providing such advice is given the Company will use all reasonable efforts to assist the Customer in obtaining proof of delivery to the carrier in sound condition.

8. RISK AND TITLE TO GOODS

8.1
The risk in the goods shall be borne by the Customer:

8.1.1
On the day the Company delivers the goods to the Customer. In the event that the Customer wrongly fails to accept the delivery then the time when the Company has tendered delivery of the goods.

8.1.2
in the case that the Customer is collecting the goods, when the Company notifies the Customer that the goods are available for collection.

8.2
Ownership of the goods shall not pass to the Customer until:

8.2.1
The goods are fully paid for in accordance with Clause 5 above.

8.2.2
Payment of all the amounts owing to the Company, no matter how arising and outstanding from time to time, has been received.

8.3
In the event that any part of the sum due under the agreement is not paid by the Customer by the date provided in Clause 5 above, the Company shall at is absolute discretion be at liberty either to recover the goods or to maintain an action for the sum due.

8.4
For all purposes the Customer hereby permits the Company access with such transport as may be necessary to recover the goods whosesoever they are situated (not withstanding that they may be attached to other goods) during normal working hours and that prior to payment the Customer shall keep the Company’s goods separate and/or identifiable for this purpose.

8.5
In the event that the goods are being sold by the Customer in such a manner as to pass to a third party, in order for a valid title to the goods the Customer undertakes to ensure that payment (for the goods) of all monies due to the Company is obtained before valid title passes to a third party and whilst any sums are due under Clause 5 above the Company’s rights under this Condition shall attach to the proceeds of sale or (without prejudice to the Customer’s undertaking given above ) to the claim for such proceeds and the Customer shall place such proceeds in a separate account. Nothing in the agreement shall constitute the Customer to become an agent of the Company for the purposes of any such sub-clause.

8.6
Without prejudice to the Customer the Company may maintain an action against the Customer for any loss and damage suffered in consequence of the Customer’s failure to complete to the agreement or to pay the sum under Clause 5 above and nothing in this clause shall confer any right upon the Customer to return the goods delivered hereunder or to refuse or to delay payment therefore unless otherwise agreed.

8.7
All property rights, including copyright in any artwork, printing plates and other works undertaken by the Company on behalf of the Customer shall, unless agreed to the contrary in writing, remain the property of the Company.

9. DEFECTIVE

Any goods claimed to be defective may only be returned having first obtained a returns authorisation from the Company. Such returns should be returned carriage paid and marked with the returns authorisation number. If such goods are subsequently found not to be defective then a restocking charge of 50% of original price will be levied in addition to the cost of testing such goods

10. WARRANTY, LIABILITY AND DISCLAIMER

10.1
Where goods are supplied by the Company which are not manufactured by it, the Company will where possible grant to the Customer the benefit of any warranty whether express, statutory or otherwise that it has received from its supplier.

10.2
The Company gives a 12 month full warranty on all products that are manufactured by the Company.

10.3
The Company shall be under no liability for any defect in the goods arising from any design or specification from the Customer.

10.4
The Company shall not be held liable for any defect occurring from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, whether oral or in writing, misuse or alteration of the goods without the Company’s approval.

10.5
The Company shall be under no liability if the total price of the goods has not been paid for in full.

10.6
The Company shall not be liable to the Customer or be deemed in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the goods and services, if the delay or failure was due to any cause beyond the Company’s reasonable control.

11. INDEMNITY

11.1
The Customer agrees to indemnify and hold harmless the Company and its employees from and against all claims, liability, loss, damage or expense including all counsel fees arising from or by reason of:

11.1.1
Any injury or death allegedly caused by the use, sale, transfer or alteration of the goods or services supplied by the Company.

11.1.2
Any damage to or destruction of any property or injury to any person or persons caused by any act of mission whether negligent or otherwise of the Customer or of any employee, subcontractor, workman, servant or agent employed by the Customer.

11.2
The Customer shall indemnify the Company against any loss or expense to the Company arising from the failure by the Customer to obtain any necessary
Permission, permits, licences or certificates.

11.3
The Customer shall remain liable for all payments due notwithstanding any delays in or failure to obtain any such necessary permission, permits, licences or certificates and shall indemnify the Company against any loss or expense to the Company arising from any such delays or failure.

11.4
The Customer shall indemnify the Company against all damages, penalties, costs and expenses arising out of any infringement of any patent or design (or any claim for such infringement) involving work done in accordance with the Customer’s specification or instruction (express or implied).

12. FORCE MAJEURE

12.1
The Company shall not be liable to the Customer nor deemed to be in default for any delay or inability to meet any or all of its obligations due to acts of God or the public enemy civil war, insurrections or riots, fires, floods, explosions,
earthquakes or serious accidents, epidemics or quarantine restrictions, any act of government, governmental priorities, allocation regulations or order affecting materials, facilities or their use, strikes, labour, disputes causing cessation, slow down or interruption of work, failure to obtain parts, materials, accessories or equipment despite best reasonable efforts or any other cause to the extent that it is beyond the Company’s reasonable control.

12.2
The Company shall immediately notify the Customer when any events specified in clause 12.1 above occur and shall use its best reasonable endeavours to minimise the effect of such occurrences and to continue with the relevant service, supply or work as soon as practicable.

12.3
If any of the events specified in clause 12.1 above occur or are likely to occur the Company shall have the right to sub-contract work to a third party and the provisions of Clause 3.3 shall not apply thereto.

13. TERMINATION

13.1
The Company shall have the right to serve notice of termination to any agreement forthwith if the Customer:

13.1.1
is unable to pay its debts generally as and when they become due.

13.1.2
Is the subject of a legal process declaring it insolvent.

13.1.3
Ceases or threatens to cease the carrying on of its business.

13.1.4
Commits a substantial breach of an agreement which is incapable of remedy.

13.2
If the Customer has committed a substantial breach of an agreement which is capable of being remedied within thirty days of the receipt by the Customer of a notice in writing, requiring the remedy of such default, then the Company shall have the right to terminate the agreement forthwith by giving a further notice to the Customer to that effect.

13.3
If the Customer fails to pay a sum on the due date and shall not have remedied such default within five days of the receipt, without prejudice to any other rights and remedies of the Company, whether at common law or equity or any other law whatsoever, except as specifically provided herein, the remedies herein shall not be deemed exclusive but shall be cumulative and may be exercised from time to time and as often and in such order as the Company may deem expedient and the exercise of any remedy shall not prevent the exercise of any other remedy.

14. GENERAL

14.1
No merchandise may be returned for credit to YY Security Installations Ltd prior to authorization. Returned merchandise for other than warranty reason is subject to a 50% restocking charge.

14.2
The Customer shall obtain any permission, permits, licences or certificates from the appropriate authorities which may be necessary in connection with the performance of the work, any movement of goods, tools, equipment, persons or currency and to ensure prompt payment for the work and/or the goods on the due date(s).

14.3 The Customer will assume full responsibility for and indemnify the Company against all taxes, (including, but not limited to withholding tax sales and use taxes but excluding any taxes relating or calculated by reference to income or capital gains of the Company whosesoever imposed) duties, imposts, assessments, levies and fines and the cost of any customs bonds, which may arise or for which the Company may be liable, arising in any way out of the operation of any agreement. The Customer’s liability and obligations under this clause shall survive the termination of the agreement.

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