In these conditions THE SELLER refers to Safeaid LLP of Signal House, 16 Arnside Road, Waterlooville, PO7 7UP
CUSTOMER: The person or firm who purchases the Goods or Services from the Seller.
The Customer's order for the supply of Goods or Services.
GOODS: The Goods (or any part of them) set out in the Order.
SERVICES: The availability of a web based application called "Mi365" to enable the Customer to track the use of the Goods once they have been purchased from the Seller.
An Order constitutes an offer by the Customer to purchase Goods or Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when (i) the Seller issues written acceptance of the Order, by way of an invoice or otherwise at which point and on which date the Contract shall come into existence or (ii) once the Customer has indicated that they have accepted these conditions.
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation, or advertisement of the given by the Seller in any literature, or display of Goods or prices of good shall not constitute an offer.
Full settlement in cleared funds is to be made by the purchaser within 30 days of the issue of an invoice by the Seller. Time for payment shall be of the essence of the Contract.
Without limiting any other right or remedy of the Seller, if the Customer fails to make any payment due to the Seller under the Contract by the due date for payment, the Seller shall have the right to charge interest on the overdue amount at the rate of 3% above the current Barclays Bank PLC base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before, or after judgement and compounding quarterly.
The Customer shall pay all amounts due under the Contract in full without any deduction, or withholding and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part.
The Customer shall pay and indemnify the Seller against all legal and other costs, expenses, losses and claim and other sums incurred in connection with the enforcement of the terms of the Contract and the recovery of outstanding debts, whether through the Courts or otherwise.
Goods and Services will be invoiced at price ruling on the date of despatch and both are subject to alteration without notice. Unless otherwise stated the Price of the Goods or Services as set out in the Order shall be exclusive of all costs and charges.
Charged where applicable in addition to prices shown.
Customer Orders under £100 (Net) are liable for delivery charges. If special delivery requirements involve overnight services, then the costs and expenses will be charged to the Customer unless otherwise agreed.
Should these occur, notification must be made within 24 hours after delivery and confirmed in writing within 3 days.
For Goods supplied and delivered in accordance with our Customers' Orders and subsequently returned, we reserve the right to levy a 15% handling charge.
Our minimum order value (net) is £10.00. Order values more than £10.00 but less than £20.00 net will incur a delivery charge of £11.95.
Due to our progressive policy of meeting the increasing demands of our particular product ranges, we reserve the right to alter specifications without prior notice.
These are available to cover various products supplied within our range and can be obtained on request.
Goods and Services are supplied on the condition that we cannot be held responsible if they are used for any other purpose than that specified by the Manufacturer. Our recommendations and advice are given without legal responsibility and solely on the basis of information received.
The risk of damage to or loss of the Goods shall pass to the Customer when the Seller notifies the Customer that the Goods are ready for collection or, if the Goods are to be delivered, at the time of delivery.
Notwithstanding delivery and the passing of risk in the Goods, the property in the Goods shall not pass to the Customer until the Seller has received cash or cleared funds in full payment of the price of the Goods. Until such time as the property in the Goods passes to the Customer, the Customer shall:
(i) hold the Goods as the Seller's fiduciary agent and bailee;
ii) shall ensure that the Goods are kept separate from those of the Customer and from those of third parties and if resold or used in the ordinary course of business he shall account to the seller for proceeds of sale or otherwise of the Goods;
(iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller's behalf from the date of delivery;
(v) notify the Seller immediately if the Customer becomes subject to an act insolvency or is likely to become subject to an act of insolvency; and
(vi) give the Seller such information relating to the Goods as the Seller may require from time to time
The Seller retains the right, until such time as the property in the Goods passes to the Customer, to require the Customer to deliver up the Goods to the Seller and if the Customer fails to do so, to enter the Customer's premises to repossess the Goods.
The Seller shall use all reasonable endeavours to meet any performance or delivery dates for the Goods, but any date or period for delivery given by the Seller is given as an estimate only and is not binding on the Seller. The Seller does not accept any liability whatsoever for costs incurred due to late delivery. Time shall not be of the essence for the performance of delivery of the Goods
In the event of partial damage or loss, a claim on "the Seller" must be made in writing within 3 days of delivery. Non-delivery must be notified to "the Seller" within 14 days of date of invoice.
The Customer acknowledges that all intellectual property rights in any data used in connection with the Services is the property of the Seller. The Customer agrees not to copy or disseminate the data without the express written consent of the Seller. On termination of these Conditions, the Customer agrees to delete all data relating to the Services from its computer systems.
Nothing in these Conditions shall limit or exclude the Seller's liability for:
• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
• fraud or fraudulent misrepresentation
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
• defective products under the Consumer Protection Act 1987.
Subject to the above:
• the Seller shall under no circumstances whatever be liable to the Customer, 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
• the Seller's total liability to the Customer 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 £5,000,000 for a product liability claim and £5,000,000 for a public liability claim.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Except as set out in these Terms and Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Seller.