Terms and Conditions
1. Quotation
1.1. The Supplier will make every effort to work towards an agreed specification as included in the quotation to the Customer, any illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
1.2. No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss, costs, damages, charges and expenses incurred by the Supplier as a result of such cancellation.
1.3. The Supplier reserves the right to increase the price of goods and/or services at any time outside of the quotation period, by giving written notice to the Customer. Any changes made by the Customer to the design or scope of the work may be subject to a change in price, and any such change will be agreed with the Customer.
2. Payment
2.1. On the placing of an order a 50% deposit is required, this enables the Supplier to manufacture and place orders for the installation.
2.2. The final settlement of any services will be made in receipt or commissioning of services and will be specified on the final invoice. Payment for any goods will be made up front unless otherwise specified in the payment terms on the invoice. Interest at the rate of 4% above The Bank of England Base Rate per month shall be charged on all overdue payment.
2.3. The Customer shall pay the price of the Goods to Empire Gates Ltd without any other deduction, (credit or set off) within 14 Business Days of the date of the Supplier invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property of the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
2.4. If the Customer fails, for any reason, to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer.
3. Delivery of Goods and Services
3.1. The Supplier will endeavour to deliver and install gate systems to the agreed timetable and cannot be held liable for delays outside of its reasonable control or the Customer's or its carrier's fault.
3.2. The specification for the installation shall be that set out in the Supplier’s quotation.
4. Risk and Retention of Title
4.1. Notwithstanding the other provisions of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
4.2. Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
4.3. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
4.4. The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer's premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 4.2.
4.5. The Customer's right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
4.6. the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
4.7. the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
4.8. the Customer is, or becomes, the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
4.9. the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer , notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule 81 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
5. Defective Goods
5.1. If on installation the Goods are defective in any material respect or, the Customer gives written notice of such defect in the Supplier’s installation within 14 Business Days of such discovery:
5.2. The Supplier will make good, by repair or by the replacement, defects which, under proper use, appear in the installation or system within a period of 12 months after the goods or system have been delivered or installed and arise solely from faulty design, materials or workmanship.
5.3. The Supplier accepts no responsibility for any form of mould or rust. Keeping the gates clean and maintained is the responsibility of the Customer. Appropriate maintenance, of wooden gates in particular, can also help to prevent movement and twisting that can sometimes become apparent in a natural material, such as wood. Any such movement falls outside of the warranty scope offered by the Supplier.
5.4. In the event of a defect within an installation or system the buyer shall notify the Supplier in writing of the defect claimed. The Supplier will arrange a repair in a reasonable timeframe.
5.5. Any goods claimed to be faulty and consequently tested and found to be working correctly may result in the Buyer incurring a charge.
5.6. The Supplier will not be responsible for incorrect installation by third parties of products supplied by it or faults arising due to works carried out by or on behalf of the purchaser or by contractors on his behalf.
5.7. Changes to general settings such as automatic closing time and GSM intercom telephone number adjustments are not covered under the warranty and as such may be subject to charges appropriate to the work undertaken.
5.8. The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier's instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier's prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
5.9. The Supplier shall be under no liability of any defect arising if there are any payments due to the Supplier by the Customer.
5.10. Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6. Liability
6.1. The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law, or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier's servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
6.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
6.3. The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer.
6.4. The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
6.5. Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
6.6. for death or personal injury caused by the Supplier’s negligence;
6.7. for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
6.8. for fraud or fraudulent misrepresentation.
6.9. Subject to the remaining provisions of this Clause 6:
6.10. The Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
6.11. The Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
7. Force Majeure
7.1. Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.