2. Basis of the Sale
2.1 All Goods are sold subject to our prior approval of your credit and to the Conditions, which shall govern any contract for the purchase and sale of the Goods to the exclusion of any other terms and conditions subject to which any tender is accepted or purported to be accepted, or any order is made or purported to be made, by you.
2.2 Unless otherwise stated, the price quoted excludes delivery.
2.3 No variations to the Conditions shall be effective without our written consent.
2.4 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in writing. In entering into the agreement you acknowledge that you do not rely on, and irrevocably waive any claim you may have for damages for or right to rescind the agreement for any such representations which are not so confirmed (unless such representations were fraudulently made).
2.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you and you should not rely on them in entering into any contract with us.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

3. Contract
3.1 Our quotation shall be deemed to be an invitation to you to make an offer to purchase the Goods subject to the Conditions and such offer by us shall not constitute a valid agreement until accepted by our authorised representative, which acceptance shall be conveyed to you by service of an acknowledgement of order.
3.2 Save where indicated to the contrary on our quotation, our quotation shall automatically lapse after 28 days of the date of the quotation.
3.3 The quantity and description of and any specification for the Goods shall be those set out in our quotation (if accepted by you) or our acceptance of your order. You shall be responsible for ensuring the accuracy of the terms of any order and for giving us any necessary information (which shall include the tasks which the Goods shall be required to perform) within a sufficient time to enable us to perform the agreement.

4. Orders
4.1 All orders must be confirmed in writing, either by post, fax or email and must include the order number and contact details in the event of a query. Any/all order amendments must be confirmed in writing. Orders placed against an official quotation must state the quotation reference number; unless this is shown standard list prices will be invoiced.

5. Minimum Order Values
5.1 An administration charge of £12.50 will be applied to orders with a net invoice value of less than £175.00 before
discounts have been applied and/or carriage charges added.

6. Delivery
6.1 All delivery dates and times quoted are estimates only and we shall not be liable for any delay howsoever caused. Time for delivery shall not be of the essence.
6.2 Carriage Charges (Delivery/Collection)

6.3 Delivery/collections are to/from ground floor main stores/goods inwards or ground floor main reception only unless previously agreed in writing on a quotation and detailed on an official order. Where delivery is requested to upper floors, lift access and additional personnel must be provided.
6.4 The Goods may be delivered in instalments. Each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Conditions or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.
6.5 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions we will:
6.5.1 Store the Goods until actual delivery, charge you for the costs (including insurance) of storage and those
associated with re-delivery.
6.5.2 Raise an invoice for the Goods at the original time of availability, which will be payable in accordance with our standard terms, (clause 17).
6.6 All deliveries must be inspected on receipt. If damage is evident the carrier’s delivery note must be signed accordingly. Where it is not possible to check the contents of the carton the carrier’s delivery note MUST be signed as 'UNCHECKED'. All damages or discrepancies must be notified within 5 days of receipt of Goods and original packaging retained for inspection.

7. Warranties and Liabilities
7.1 Save for the limited warranty provided for in the Contract and subject to the provisions of the Unfair Contract Terms Act 1977, all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.2 We shall not be liable for any increased costs, expenses, economic loss, loss of profits, goodwill, business, contracts, revenues or anticipated savings or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonable foreseeable or we had been advised of the possibility of you incurring the same.
7.3 In any event, our entire liability under any contract shall be limited to damages of an amount equal to the price of the Goods supplied or to the extent of any insurance cover we may hold for product liability in respect of the Goods in question (whichever is the lower).
7.4 We do not attempt to limit liability for personal injury or death caused by our negligence or the negligence of our employees or agents.
7.5 Where Goods suffer from any defect caused, in the case of Goods of manufactured by us, as a result of defective materials or workmanship, we reserve the right to replace the Goods supplied with equivalent Goods of satisfactory specification and invoice value.
7.6 Unless otherwise stated products are guaranteed for a period of 3 years from date of delivery against manufacturing defects. Some outsourced products only carry a 12 month warranty. There are some components within the products that are subject to wear and tear and therefore have reduced warranty periods:

Mechanical and electronic locks - 12 months
Gas Struts - 12 months
Rechargeable Batteries - 12 months

Products will be assessed on a fair view but any damage caused by abnormally rough or improper use or unauthorised modifications are not covered by this warranty. You will be advised of any costs of repairs.
7.7 You accept that the limitations and exclusions set out in the Conditions are reasonable, having regard to all the circumstances including without limitation, the price and that you have been given and have taken the opportunity to negotiate the Contract.

8. Return of Goods Ordered in Error
8.1 We must be advised (within 5 days of delivery) and agree to the return of Goods ordered in error, and recommend that we organise collection (except small items) to reduce risk of damage. Goods returned by your own transport are at your risk.
8.2 A credit note will be issued following receipt of Goods in original condition at our works, which will be subject to a 25% restocking charge or £25 (whichever is greater). Costs incurred in collection will be charged as per our standard carriage rates, (clause 6.2). The restocking element will be reduced to 7% or £7 (whichever is greater) only if the Goods are replaced by items of a similar value (subject to Goods being returned in original condition); collection costs are still applicable. Items modified, made to your specifications or finished in non-default colours, i.e. paint, vinyl or laminate, are non-returnable. Goods that have been used cannot be returned.

9. Return of Goods Delivered in Error
9.1 For all Goods delivered in error we request notification (within 5 days) of delivery and recommend that we organise collection (except small items) to reduce risk of damage. Goods returned by your own transport are at your risk.
9.2 We will organise collection and the delivery of the correct items as soon as possible. Any items delivered in error must be stored in a proper manner ensuring no damage to the goods. Goods awaiting collection should not be used. A full credit note will be issued following receipt of the Goods in original condition at our works. Goods that have been used cannot be returned.

10. Risk
10.1 Risk of damage to or loss of Goods shall pass to you at the time of delivery or where delivery is tendered or when we notify you that Goods are available for collection.

11. Product Specifications
11.1 We constantly review designs and reserve the right to amend specifications and colours of Goods ordered without prior notice. Should any details be critical to your requirements this must be made clear on your enquiry and order. We reserve the right to amend the price of the Goods if the specification is changed by you in any way after the date that we have acknowledged the order.
11.2 Unless otherwise stated, the price is based upon the current cost of materials, labour, transport, overheads and other charges which affect the cost of the Goods to us and the price is subject to fair adjustment reflecting any alteration in any of the above costs or charges during the period between the date of the Contract and the date of despatch.

12. Cancellation and/or Amendments of Orders
12.1 All order cancellations and/or amendments must be confirmed in writing, either by Post, Fax or E-mail and must include the original order number and contact details. Without the written confirmation we reserve the right to deliver and invoice the original order contents.
12.2 No order which has been accepted by us may be cancelled by you except with our agreement in writing on terms that you indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.

13. Export
13.1 We must be advised of the end destination of all items purchased for export. We will hold the purchaser liable for any commission charges due.

14. Packing
14.1 All Goods are packed for domestic transportation via our own transport or our prescribed carriers. Additional packaging requirements must be highlighted at point of quotation and referenced in the order and will be charged extra at cost. Packing for Container, Air or Sea Freight must be specified and will be charged extra at cost.

15. Costs Indemnity Clause
15.1 You shall fully and effectively indemnify us against the total expense which we may incur arising out of your breach or breaches of these Conditions.
15.2 Such expense shall include, without limitation:
15.2.1 All expenses incurred by us in sourcing and manufacturing the Goods
15.2.2 All court fees
15.2.3 All amounts payable to our professional advisers (payable on an indemnity basis) in pursuing claims against you for breaches of these Conditions and for enforcing any judgements and/or orders/s
15.2.4 All amounts payable by our insurers and /or debt recovery agents, in each case including anticipated sums payable by us only after payment of any sums from you

16. Intellectual Property Rights
16.1 You shall indemnify us at all times (both before and after the supply of the Goods) against all claims, proceedings, actions, liabilities, losses, costs (including legal cost, expenses, penalties and damage of whatsoever nature) brought against, suffered or incurred by us relating to any infringement or alleged infringement of any Intellectual Property Right, or other confidential information arising out of:
16.1.1 Our manufacture of or carrying out of any other work in relation to the Goods in accordance with any instructions, specification, design, drawing or other data supplied by or on behalf of you or the supply of such Goods to you; or
16.1.2 Your use of the Goods in any way except as permitted by this Contract.

17. Credit Terms
17.1 We require full payment of invoices within 30 days of invoice date.
17.2 Where a new account is opened, the first three orders will be processed on a pro-forma payment basis.
17.3 We reserve our right to refuse to establish a credit account at our discretion and to withdraw the availability of any credit account provided in the event of any delay by you in making payment for the Goods, without prejudice to any of our other rights. In the event that a credit account is withdrawn, all sums outstanding at that time will immediately become payable.
17.4 We reserve the right to suspend delivery of the Goods in any case where payment for the Goods has been delayed, or upon the happening of any event entitling us to terminate the Contract.
17.5 You shall not be entitled to make any deduction from the price of the Goods in respect of any set-off or counter-claim unless both the validity and the amount thereof have been expressly agreed by us in writing.

18. Credit Card Payments for Orders
18.1 Payments for credit card orders will be authorised and actioned at the time of order. We reserve the right to make additional charges for credit card sales providing we notify the customer at time of purchase.

19. Sale or Return
19.1 For all orders placed on a “sale or return” basis the credit of any invoice value will be dependent on the goods being returned in original condition, collection costs still applicable. Items modified, made to your specifications or finished in non-default colours, i.e. paint, vinyl or laminate are non-returnable. Goods that have been used cannot be returned. See clause 6.3 for collection terms.

20. V.A.T.
20.1 Extra at rate ruling at time of delivery. Charitable exemption - only applicable to a small number of our products and requires a correctly completed and signed exemption certificate attached to each order. Export - All orders placed by UK buyers for export will be charged inclusive of V.A.T.

21. Variation
21.1 We reserve our right to vary the price of the Goods by written notice to you. The variation shall take place 10 working days from the date of the notice, and all orders placed thereafter shall be governed by the terms of this contract as varied.

22. Late Payments
22.1 At our discretion interest shall be payable by you on any money which is not paid by you to us under the Agreement by the due date for its payment (the "Due Date for Payment").
22.2 Such interest shall accrue and be calculated on a daily basis, both before and after any judgement and until the date on which it is actually paid, at a rate equivalent to the rate prevailing at the Due Date for Payment as prescribed by the Secretary of State pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998.
22.3 At our discretion any discount agreed or given shall be cancelled and payable by you on any transaction where monies are not paid by you to us under the Agreement by the due date for its payment (the "Due Date for Payment"). Any interest charged will be calculated on the full product price before any discounts are deducted.

23. Retention of Title
23.1 Property, legal or beneficial, in any Goods supplied by us shall pass to you only when we have received full payment for all sums owed by you to us.
23.2 Goods in respect of which property has remained with us shall be kept identifiable as our Goods, kept separate from those of you, and upon the happening of any event entitling us to terminate the contract you shall at your own expense immediately return such Goods to us, or permit us to enter your premises to collect such Goods should we so request.
23.3 Until the happening of any event set out in these Conditions entitling us to terminate this Contract you shall be entitled to resell or use the Goods in the ordinary course of your business, but shall account to us for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of you and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
23.4 Upon the happening of any event entitling us to terminate this Contract, your right to continue to use the Goods shall immediately cease and the provisions of sub-clause 23.2 above shall apply.

24. Termination
24.1 We shall have the right immediately to cancel or to suspend any further deliveries under the Contract or any other contract with you without any liability to you 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 contrary if:
24.1.1 You fail to make any payment when due or breach any provision of the Contract and you have failed to remedy such breach within 30 days after receipt of notice in writing from us requiring you to do so;
24.1.2 You make or threaten to make any voluntary arrangement with your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation; or an encumbrance takes possession or a receiver, administrative receiver or administrator or any similar official under overseas jurisdiction is appointed in respect of the whole or any part of your assets; or you cease, or threaten to cease, to carry on business; or we reasonably apprehend that any of these events are about to occur in relation to you;
24.1.3 You commit or are a party to dishonest or fraudulent conduct in relation to the Contract;
24.1.4 Distress or execution being levied upon your property or assets which is not discharged within 14 days;
24.1.5 The right of termination given in this clause shall be without prejudice to any other right or remedy of either party in respect of any breach committed under the terms of the Contract which are expressed to survive termination and any provisions of the Contract necessary for the interpretation or enforcement of the Contract.

25. Force Majeure
25.1 If the performance of our obligations under the contract is in any way adversely affected by any cause whatsoever beyond our control including (but not limited to) the delays or default of any sub-contractor, or caused by any act of God, war, strike, lock-out, trade dispute, hostility, riot, fire, explosion, flood, accident to plant or machinery, shortage of materials or labour sabotage, lack of adequate fuel, power, injunction, compliance with governmental laws, regulations or orders, breakage or failure of machinery or apparatus, or any other cause where or not of the class or kind enumerated which effects performance of the agreement arising from or attributable to acts, events, non-happenings, omissions or accidents beyond our reasonable control, we shall in any event not be liable for loss or damage and be entitled to cancel or rescind the contract.
25.2 We reserve our right to amend the price of the Goods if any of the above events occur.

26. No Waiver
26.1 No delay or failure by us in enforcing any provision of the Contract shall constitute a waiver of the provision or any other provision. No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by us shall be effective unless in writing.

27. Severability
27.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected.

28. Jurisdiction and Proper Law
28.1 You agree that this Contract shall be construed in accordance with English law and for our exclusive benefit that the Courts of England are to the exclusive jurisdiction to settle any disputes which may arise in connection with this Contract; but you agree that we shall be entitled to bring proceedings in connection with this Contract in any court of competent jurisdiction.

29. Non Assignment
29.1 You must not assign any of your rights under the Contract without prior consent. We may assign all or any of our rights under the Contract without requirement to notify or obtain your further consent.

30. Entire Agreement
30.1 These Conditions and our acceptance of your order constitute the entire agreement between you and us concerning the supply of the Goods and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation).

31. Third Party Rights
31.1 Nothing in these conditions shall confer on any third party any benefit or the right to enforce any term of the conditions.

32. Notice
32.1 Any notice by either of us which is to be served under these Conditions may be served by leaving it at or by delivering it to (by first class post or fax) the other’s registered office or principal place of business. All such notices must be signed.