Tador (UK) Limited
TERMS AND CONDITIONS OF SALE
a. “The Company” is Tador [UK] Limited situated at Unit 8 Old Town Hall, 142 Albion Street, Southwick, West Sussex BN42 4AX
b. “The Contractor” is Tador [UK] Limited or its nominated sub-contractor/Agent.
c. “The Customer” is The Buyer of the equipment.
d. “The Company’s Equipment” is all the software supplied with the System which remain the Company’s property at all times and is copyright. The right to use the software is dependent on the Customer’s account being within our terms of credit at all times.
e. “The System” is the equipment as set out in the Quotation or Price List.
f. “The Customer’s Equipment” is all components of the System not belonging to the Company.
g. “The Order or Purchase Order.” The Specification and notes attached to form part of this Agreement.
h. “The Premises” mean the installation address referred to in the Order.
2. THE BASIS OF THE ORDER AND SALE.
a. The sale cannot take place until a signed Purchase Order is received by the Company, in writing or by e-mail. No Order will be accepted by telephone only.
b. Any existing device the Customer wishes to incorporate into the System, on the assumption they are in good working order, will not become any part of the warranty.
c. It is the Customers responsibility to check the existing Purchase Order together with the proposed Order of additions and alterations to ensure that the completed System meets with the Customers requirement.
Title of all equipment remains with the Company until paid in full.
a. The Customer shall adhere to the payment terms as specified on the Order. If these terms are not met the Company reserves the right to:-
i. Cancel the contract or suspend any further deliveries or service to the Customer.
ii. Cancel any discounts given as shown on the original Order.
iii. Recover all costs involved in the installation and the removal of equipment.
iv. Add interest (both before and after any judgement) on the amount unpaid at the rate of 2% per month until payment is made in full.
c. VAT is added at the current rate at time of invoice. Should the Customer claim exemption from VAT, an exemption certificate must be given by the Customer to the Company each time an invoice is raised.
e. The Company retains the right to claim the VAT back from the Customer if the exemption is not permitted under the Customs and Excise regulations.
4. USE OF THE SYSTEM
The Customer shall use and operate the System with reasonable care in accordance with the Company’s and Contractor’s instructions.
i. The Customer shall ensure that no one other than the Company’s employees or Contractors shall in any way whatsoever adjust, alter or interfere with the System.
ii. The successful operation of the System requires the active co-operation of the Customer in carrying out the necessary procedures carefully and thoroughly. The whole System can be jeopardised by lack of care.
The Company warrants its products hereinafter referred to as ‘the Product’ or ‘Products’ to be in conformance with its own plans and specifications and to be free of defects in materials and workmanship under normal use and service for a period of twenty four months from the date of dispatch, unless otherwise stated The Company’s obligations shall be limited within the warranty period, at its option, to repair or replace the Product or any part thereof. The Company shall not be responsible for dismantling and/or re-installation charges. To exercise the warranty the Product must be returned to the Company freight prepaid and insured. This warranty does not apply if failure of the equipment is shown to be due to; Improper installation, misuse, failure to follow installation and operating instructions, alteration, abuse, accident or tampering and repair by anyone other than the Company or Contractor, damage caused by Vandalism, Acts of God or Power surges.
a. The Customer shall notify the Company and immediately confirm such notification in writing of any fault or defect appearing in the system and permit the Company or Contractor to take any steps considered appropriate for the repair of the same.
b. This warranty is exclusive and expressly in lieu of all other warranties, obligations or liabilities, whether written, oral, express or implied, including any warranty of merchantability or fitness for a particular purpose, or otherwise. In no case shall the company be liable to anyone for any consequential or incidental damages for breach of this warranty or any other warranties whatsoever, as aforesaid.
c. This warranty shall not be modified, varied or extended, and the Company does not authorise any person to act on its behalf in the modification, variation or extension of this warranty. This warranty shall apply to the Product only. All products, accessories or attachments of others used in conjunction with the Product, including batteries, shall be covered solely by their own warranty, if any. The Company shall not be liable for any damage or loss whatsoever, whether directly, indirectly, incidentally, consequentially or otherwise, caused by the malfunction of the Product due to products, accessories, or attachments of others, including batteries, used in conjunction with the Product.
d. The Company does not represent that the Product may not be compromised and/or circumvented, or that the Product will prevent any death, personal and/or bodily injury and/or damage to property resulting from burglary, robbery, fire or otherwise, or that the Product will in all cases provide adequate warning or protection. The User understands that a properly installed and maintained alarm may only reduce personal risks but it is not insurance or a guarantee that such will not occur or that there will be no death, personal damage and/or damage to property as a result.
e. The Company shall have no liability for any death, personal and/or bodily injury and/or damage to property or other loss whether direct, indirect, incidental, consequential or otherwise, based on a claim that the Product failed to function. However, if the Company is held liable, whether directly or indirectly, for any loss or damage arising under this limited warranty or otherwise, regardless of cause or origin, the Company’s maximum liability shall not in any case exceed the purchase price of the Product, which shall be fixed as liquidated damages and not as a penalty, and shall be the complete and exclusive remedy against the Company.
f. The user should follow the installation and operation instructions and among other things test the Product and the whole system at least once a week. For various reasons, including, but not limited to, changes in environmental conditions, electric or electronic, disruptions and tampering, the Product may not perform as expected. The user is advised to take all necessary precautions for his or her safety and the protection of his or her property.
g. Warranty services will be provided during normal business hours excluding Public Bank or local holidays.
h. Warranty or maintenance service will not extend to:-
i. Modifications or additions of the System made without the consent of the Company.
ii. Defects resulting from misuse or neglect or failing in following the instructions of the Company.
j. Any emergency visits requested outside of the Company’s normal times may involve extra expense to the Customer.
6. PROHIBITION AGAINST DEALING WITH THE COMPANY’S EQUIPMENT
Until payment for the equipment has been received in full, the Customer shall not sell, charge, pledge or otherwise deal with or dispose of or part with possessions of the Company’s Equipment or permit anyone other than the Company’s or Contractor’s authorised employees to do so.
7. ASSIGNMENT OF THE COMPANY’S RIGHT AND SUB-CONTRACTING
The Company may assign all or any of its rights under this Agreement and may perform any of its obligations through other Contractors.
8. CLAIMS AND LIMITATIONS ON THE LIABILITY OF THE COMPANY AND CONTRACTOR
The Customer must inform the Company and Contractor in writing of any incident or circumstance whatsoever which gives rise to any Claim whatsoever by the Customer against the Company or Contractor within 7 (seven) days of the occurrence of such incident or circumstance. Such information must include the full details known to the Customer of the date, time circumstances and cause of any loss or damage the basis of the claim or possible claim against the Company and or Contractor, and all damage or loss incurred or suffered by the Customer or any other person. No claim will be considered unless this condition is strictly complied with, and any breach whatsoever of the Customer’s obligations hereunder shall release the Company and Contractor from its liability (if any) in respect of or arising out of such incident or circumstance.
a. The Company or Contractor will indemnify the Customer against direct damage or injury to property or persons to the extent caused by the Company’s or Contractor’s negligent acts or omissions during the performance of this Agreement but not otherwise by making good such damage to property or compensating for personal injury provided that:-
i. The total liability in respect of damage to property shall not exceed £l00,000 in respect of each and every claim.
ii. The Company nor the Contractor shall be liable for consequential loss, damage or injury of any kind whatsoever. The Customer acknowledges that the Company and Contractor has no special knowledge of the nature and value of the contents of the Premises in which the System is to be installed or of the nature of the risks to which the Premises and their contents will from time to time be exposed. The Customer agrees that the Customer may be expected by the Company and or Contractor to have knowledge of such matters and in the Customer’s interests to insure against the relevant risks. Accordingly the Customer agrees that it is fair and reasonable that the Company and Contractor should limit its liability as set out above.
9. INDEMNITIES GIVEN BY THE CUSTOMER
The Customer shall indemnify the Company and or Contractor or any of its employees, agents, representatives or other contractors against any claim whatsoever made against it by anyone other than the Customer for any loss or damage to any goods or any damage to property at, on or from the Premises, whether such claim arises from any negligence or breach of contract on the part of the Company and or Contractor or its employees, agents, representatives or other contractors or otherwise.
10. FORCE MAJEURE
If the Company and or Contractor is prevented or hindered from carrying out its obligations under the contract by circumstances beyond its reasonable control including without limitation any form of Government intervention, strikes, lock-outs, Act of God, war, fires, earthquakes, floods, epidemics, illness, severe weather, revolt, riot, delays or default of sub-contractor (such circumstances being herein referred to as Force Majeure) then the performance of such obligations shall be suspended for such time as the circumstances aforesaid last, and the Company and or Contractor shall not be liable for any delay occasioned hereby.
11. INSOLVENCY OF BUYER
This clause applies if:-
i. The Buyer 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 for the purposes of amalgamation or reconstruction) or
ii. An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer or
iii. The Buyer ceases or threatens to cease to carry on business or
iv. The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to Buyer and notifies the Buyer accordingly.
v. If this clause applies then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel or suspend any further deliveries under the contract and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contract.
12. RISK AND PROPERTY.
Risk of damage to or loss of the goods shall pass to the Buyer:-
I. In the case of the goods being delivered to the installation address or to any address notified by the Buyer or if the Buyer wrongly fails to take delivery of the goods when delivered to that address.
ii. Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Company’s fiduciary agent and Bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Company’s property. Until that time the buyer shall be entitled to the use of the goods in the ordinary course of its business, but shall account to the Company for the goods whether intangible including insurance proceeds and shall keep all such proceeds separate from any money or property of the buyer and third parties and in the case of tangible proceeds properly stored protected and insured.
iii. Until such time as the property in the goods passes to the Buyer the Company shall be entitled at any time to require the buyer to deliver up the goods to the Company, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods.
iv. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebt ness any of the goods which remain the property of the Company, but if the Buyer should do so all monies owing by the buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
13. THE CONTRACT
This contract shall be governed by the laws of England.
Tador(UK)Limited, Unit 8 Old Town Hall, 142 Albion Street, Southwick, West Sussex BN42 4AX
Tador(UK)Limited. Registered in England No. 10866921