RUTHERFORD LOCKSMITHS – TERMS AND CONDITIONS
Goods – Articles and services sold to you including replacements for defective goods, hardware documentation software products licensed for use by you Contract – The contract between us for the sale of goods whether made verbally or in writing
No variations to these conditions of sale are permitted unless expressly authorised in writing by one of our Directors.
No other person is authorised to accept, confirm or vary any order nor make any representation, promise or warranty on our behalf.
These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by you whether in negotiation or at any stage in the dealings between us with reference to the goods to which the order relates. Without prejudice to the generality of the foregoing, we will not be bound by any standard or printed terms furnished by you in any of your documents. Any advice or recommendation given by us or our employees or agents to you as to the storage, application or use of the goods which is not confirmed in writing by one of our Directors 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.
All prices for goods and services paid by you in £sterling are at the price ruling on the date of despatch. Where we agree to trade with you in euro, we will specify a conversion rate and prices for goods and services paid for by you in euro shall normally be fixed in accordance with that conversion rate until expiry of the then current price list.
However we reserve the right without prior notice to change prices at our absolute discretion in certain circumstances including, but not limited to, movements in exchange rates. Where we do this, we shall inform you by fax or mail of the applicable price when you place your order.
Orders for goods placed on a scheduled delivery shall remain fixed for a minimum of 90 days from the date of receipt of the order by us.
VALUE ADDED TAX
All prices and charges quoted in this Buyer’s Guide and any associated fees are exclusive of Value Added Tax which will be added in accordance with prevailing legislation.
Single invoices are rendered.
EXTENT OF CONTRACTS
- i) No binding contract will be created until we have accepted your order.
- ii) Our waiver of any breach of any of these conditions of sale shall not in any way prejudice or affect the subsequent enforcement of the term and shall not be deemed to be a waiver of any subsequent breach.
All goods detailed in this Buyer’s Guide have been processed in strict accordance with standard quality procedures, approved to BS EN ISO 9001:2000.
COUNTRY OF ORIGIN
Goods listed in this Buyer’s Guide may originate from non EC source. Unless otherwise confirmed by us in writing, nothing in this document is to be taken as representative of the source of origin or manufacture or production of the goods or any part thereof.
All small orders requested to be sent by post will be sent by Recorded Delivery Method at a standard charge £3.50 including packaging. Free standard delivery on orders over £100.00 in value. Orders under £100.00 will incur a carriage charge of £6.00. This includes delivery by our own transport.
If no one is available to accept goods being delivered for any reason, a re-charge of £6.00 will be passed on to you for each attempted delivery there after. All orders received before 5 p.m. will be despatched the same day.
Special delivery services are available at an additional cost such as Before 10am, Before 12 noon or Saturday AM. Also due to their size and/or weight, certain products such as safes will be subject to additional costs and it may not be possible to deliver them by our optional services.
Although we take care to select only the most reputable carriers, all the above methods of delivery are subject to the operational performance of the carrier concerned and we cannot accept any responsibility or liability whatsoever for any carrier’s late delivery.
GENERAL DESCRIPTIVE MATTER
- i) All specifications, drawings and particulars of weights, dimensions, capacity or other details contained in our website or catalogues are intended merely to give a general idea of goods but will not form part of any contract.
- ii) If the description of any goods not of our manufacture in any correspondence, leaflet, invoice or this Buyer’s Guide varies from that of the manufacturer’s description, the manufacturer’s description will be deemed to be the correct description and shall take precedence over our description. The manufacturer’s description is available from us on request.
- iii) We shall make every effort to ensure the accuracy of technical details relating to the goods in the website or catalogues but we accept no liability in contract or tort or under statute or otherwise for any damages or injury arising directly or indirectly from any error or omission in such technical details whether caused by our negligence or otherwise.
- iv) Unless otherwise stated, electrical ratings represent safe working limits. Dimensions and other physical characteristics are subject to normal commercial tolerances.
- v) We reserve the right without prior notice to discontinue any Goods or to make design changes as part of a continuous programme of improvements or to assist availability.
- i) Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by us in writing, we shall be under no liability whatsoever for any failure to attain such figures whether attributable to our negligence or otherwise.
- ii) The responsibility for ensuring that Goods are sufficient and suitable for your requirements is your sole responsibilities save in so far as one of our Directors specifically advised you in writing that the Goods are sufficient and suitable for your purposes having been fully and accurately advised by you of your requirements.
- i) Any defects which under proper use appear in the Goods within a period of twelve months (or unless otherwise stated) after delivery and which are due to faulty materials, workmanship or design will be made good by us either by repair or, at our option, by replacement provided that the Goods or the defective parts thereof are returned to us, carriage paid and suitably packaged, within the twelve months period, together with a claim in writing which specifies the Invoice number and date of purchase of the Goods. Software programs are supplied on the strict understanding that we do not warrant their functions to be free from defects or errors. No goods may be returned for credit unless previously agreed by us and a Returns reference number has been obtained. Our sole obligation and your sole remedy under this provision is limited to the cost of repair or the replacement of the Goods supplied.
- ii) All items (including without limitation software programs) added to or incorporated into the Goods by you must be removed from the Goods prior to return to us. We shall not be liable in respect of any loss or damage resulting from any such items not so removed being damaged and the return of the Goods by you will authorise us to remove such items from the Goods without liability.
- iii) Our guarantee is provided by us and accepted by you in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the state, quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship and all such presentations conditions and warranties are hereby excluded.
- iv) Except for any liability which we may incur for death or personal injury resulting from negligence or under Part 1 of the Consumer Protection Act 1987, and save as provided in these conditions we shall not be liable in any way whatsoever whether in contract, in tort, in misrepresentation or under statute or common law or otherwise (whether caused by our negligence or otherwise) in respect of defects in the Goods or failure to correspond to specifications or sample or for any injury, damage or loss resulting from such defects or failure. In no event shall any breach of contract on our part or tort (including negligence) or failure of any kind on our part or that of our employees, agents or subcontractors give rise to any liability for loss of revenue or loss of profits or any other consequential or indirect loss or damage arising from any cause whatsoever.
RISK / TITLE
The Goods are at your risk from the time they are loaded on the delivery vehicle. Ownership of the Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of the Goods. Until ownership of the Goods has passed to you, you shall:
- i) hold the Goods on a fiduciary basis as our bailee;
- ii) store the Goods (at no cost to us) separately from all other goods of yours or any third party in such a way that they remain readily identifiable as our property;
- iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
- iv) maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you shall produce the policy of insurance to us.
You may resell the Goods before ownership has passed to you solely on the following conditions:
- i) any sale shall be effected in the ordinary course of your business at full market value; and
- ii) any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.
Your right to possession of the Goods shall terminate immediately if:
- i) you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of yours or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or
- ii) you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe or perform any of your obligations under the Contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or iii) you encumber or in any way charge any of the Goods. We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us. You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them. Where we are unable to determine whether any Goods are the goods in respect of which your right to possession has terminated, you shall be deemed to have sold all goods of the kind sold by us to you in the order in which they were invoiced to you. On termination of the Contract, howsoever caused, our (but not your) rights contained in this section shall remain in effect.
Orders received before 5 p.m. on weekdays will usually be despatched the same day (except large and multi-line orders). Those received after 5 p.m. will usually be despatched the next working day. For urgent requirements we can offer alternative delivery methods. Please contact our Sales Office for details. Orders placed by telephone will be read back and accepted as correct, customers wishing to return wrong items will be subject to a handling charge (see Return of Goods). Our minimum order value for non-credit account customers is £25. Orders from non-credit account customers must be paid for before despatch. We do not maintain Back-Orders unless specifically requested in writing by you. If Goods are not available due to out of stock situations the items not despatched will be cancelled from your order. If you specifically request us to hold a back-order, delivery will be made to you the day after receipt of the Goods by us at the price ruling on the despatch date. We cannot accept additions to orders; all orders placed are assessed on an individual basis for carriage and delivery purposes.
- i) Delivery will take place to your premises. We may make delivery by any method of transport available to us.
- ii) Risk in the Goods will pass to you when we load the Goods on the delivery vehicle.
- iii) We may deliver the Goods in instalments.
- iv) Prices for Goods are those ruling at the date of despatch.
- v) Third party deliveries will be administered for a fee of £10.00, irrespective of order value – all other terms apply. You must sign the third party request sheet prior to despatch. All addresses must be a registered UK delivery address and provided with full postcode. Proof of delivery is your responsibility. Contact our sales hotline for full details.
A requirement sourced on your behalf will only be produced upon provision of a written order from you the customer. ALL special orders are NON-RETURNABLE. Special orders are liable to a carriage charge and / or small order charge as dictated by the supplier which will be passed on at cost in all cases.
We cannot accept liability for delayed delivery outside the originally quoted timescale. Our standard discounting structure does not apply to special orders – prices must be checked at the time of pricing your order – we can only honour written quotations, which must be requested if desired.
We will use reasonable endeavours to meet delivery estimates but cannot accept any liability whatsoever for failure to do so, however arising, and time of delivery shall not be of the essence.
You must inspect the Goods upon receipt and shall within 10 days of delivery give notice to us in writing, details of any defect in the Goods or of any other complaint which you may have in relation to the Goods. If you fail to give such notice, the Goods shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination.
You shall be deemed to have accepted the Goods accordingly. You acknowledge that we do not write software comprised in Goods sold by us and accordingly, you acknowledge that it is your sole responsibility to check (by the application of appropriate diagnostic software) for the presence of computer viruses in software comprised in Goods before such Goods are used or disposed of.
In the event that you establish to our reasonable satisfaction that the Goods are not in accordance with the contract or are so defective, your sole remedy in respect of such non-accordance or defects shall be limited as we may elect to the replacement of the Goods or refund of the purchase price or, where sums are owed by you to us, the issue of a credit note or a credit card refund against the return of the Goods.
Queries regarding shortages of Goods must be made in writing within 3 days of the despatch date and must be accompanied by the despatch note.
Queries regarding Goods invoiced but not delivered must be made in writing within 10 days of the invoice date and the invoice number must be quoted.
You must refuse parcels delivered in a damaged condition.
In no circumstances shall we be liable to compensate you in damages or otherwise for non-delivery or late delivery of the Goods or any of them for whatsoever reason or for any loss consequential or otherwise arising from non-delivery or late delivery.
RETURN OF GOODS
No returns can be accepted for credit unless previously agreed by us and an official Returns Reference has been issued. A charge of 20% of invoice value or a minimum of £10 will be levied on Goods “not wanted” or “incorrectly ordered”, or due to duplication resulting from a “confirmation” order not being endorsed to that effect.
We must receive all goods returned under this category, within thirty (30) days of the original invoice date. You will bear all the costs of returning any Goods under this category. All items returned as faulty are liable to manufacturer inspection. We cannot guarantee replacement or credit; a warranty repair may be given.
COPYRIGHTS AND PATENTS
We have taken reasonable steps in the course of our business to ensure that the Goods do not infringe any patent, design, trademark, copyright or any other rights of third parties but no guarantee in this respect is given and we shall have no liability whatsoever in the event of any such infringement howsoever arising. We own full copyright of this Buyer’s Guide and its reproduction in part or in whole is prohibited without our prior written consent.
If the performance of the Contract or any obligation under it is prevented, restricted or interfered with by any reason or circumstances beyond the reasonable control of the party obliged to perform it, other than financial, (“Force Majeure”) the party so affected upon giving prompt notice to the other party shall be excused from performance to the extent of the prevention, restriction or interference but the party so affected shall use its best efforts to avoid or remove such causes of non performance and shall continue performance under the Contract with the utmost despatch whenever such causes are removed or diminished.
If either party is prevented from performance of its obligations by reason of Force Majeure for a continuous period in excess of (1) month, the other party may terminate the Contract forthwith on service of written notice upon the party so prevented, in which case neither party will have any liability to the other except that rights and liabilities which accrued prior to such termination will continue to subsist.
Save as expressly specified in the Contract, all terms, conditions, warranties, representations, or guarantees whether express or implied relating to the performance, quality or fitness for purpose of any part of the goods and/or services provided by us under the Contract are, to the fullest extent permitted by law, hereby excluded.
Neither party excludes or limits liability to the other party for death or personal injury caused by that party’s negligence, or liability for fraud or fraudulent misrepresentation, or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.
Save as stated elsewhere in this section, our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) in respect of all or any breaches of the Contract or of any other representation, statement, tortious act or omission or duty to you or for negligence in connection with the subject matter of the Contract will be limited to [the aggregate prices payable in respect of the Goods concerned]. Save as stated above, in no event will we be liable to you for any of the following however and whenever arising:
- (i) loss of profits;
- (ii) loss of business;
- (iii) loss of revenue;
- (iv) loss of data;
- (v) loss of goodwill;
- (vi) loss of anticipated savings; or
- (vii) any special, indirect, consequential or pure economic loss, damage, costs or expense.
All contracts between us shall be governed by and interpreted in accordance with the laws of England and the parties submit to the jurisdiction of the English Courts, but we may enforce any such contract in any court of competent jurisdiction.
Nothing contained herein shall affect the implied undertaking as to title etc. contained in Section 12 of the Sale of Goods Act 1979 or shall affect your statutory rights if you ‘deal as a consumer’ as defined in Section 12 of the Unfair Contract Terms Act 1977.