1.GENERAL

These Conditions shall govern all transactions into which SAGE SECURITY PRODUCTS LIMITED (“SAGE SECURITY”) enters with its customers.

i) In these Conditions ‘customer’ shall mean the other party to any quotation, offer, order or contract with or by SAGE SECURITY, ‘the goods’ shall mean products manufactured or sold or services performed by SAGE SECURITY or by the customer.

‘ Invoice’ shall mean the document dispatched to the customer requiring payment & containing specifically or by inference these Conditions;

‘ Proforma Invoice’ shall mean an invoice sent by SAGE SECURITY to the customer requiring payment to SAGE SECURITY before dispatch of goods;
‘ Order’ shall mean the goods requested by the customer either by facsimile, electronic mail or by post on the customer’s official order form or company letterhead;

‘ Consignment Note’ shall mean the document accompanying the goods in their dispatch & delivery from SAGE SECURITY to the customer & on which the customer signs for receipt of goods on delivery to him & which is then returned to SAGE SECURITY;

‘Delivery Note’ shall mean the document accompanying goods in their dispatch & delivery from SAGE SECURITY vehicle, post or carrier & on which SAGE SECURITY lists the goods dispatched against the customer’s order.

ii) No conditions or stipulations in or attached to any form of order submitted by the customer, or otherwise sought to be imposed by the customer, & which are inconsistent with the conditions or which purport to add to or modify them in any way shall have any effect.

iii) No person in the employment of SAGE SECURITY or acting or purporting to act as an agent of SAGE SECURITY has the authority to accept orders or supply goods on any conditions other than these conditions or to vary these conditions in any way whatsoever, except by written agreement between the customer & Managing Director of SAGE SECURITY.

iv) No previous dealings or course of conduct between SAGE SECURITY & any customer shall vary or replace or prevail over these Conditions in any circumstances.

2.PRICES & QUOTATIONS

i) All prices listed in the SAGE SECURITY Price List are correct at the time of publication of the current edition thereof. SAGE SECURITY will make all reasonable endeavors to ensure that goods are available at these prices. SAGE SECURITY cannot be held responsible if supplies are unobtainable or otherwise un-saleable.

ii) All quotations are made at current prices listed in the current edition of the SAGE SECURITY Price List but such quotations are subject to alteration in accordance with prices current at the time of dispatch of the goods.

iii) The prices quoted on Proforma invoices are only valid for the period specified thereon. If no period is specified thereon then the prices quoted are valid until the end of the calendar month in which the invoice was raised.

iv) All prices quoted on invoices including Proforma invoices are subject to the addition of Value Added Tax at the rate current at the time of dispatch.

3.PAYMENT & SETTLEMENT TERMS

i) Customers who wish to open credit facilities shall apply in writing to SAGE SECURITY, quoting the credit limit required & the names & addresses of two current commercial references & one Bankers reference.

ii) SAGE SECURITY retains the right to decline any application for credit facilities without giving any reason.

iii) Credit accounts are subject to settlement by the customer within seven days of the date of statement. When payment is overdue SAGE SECURITY reserves the right to charge interest on the amount overdue at such rate as may be permitted by law from time to time.

iv) When a credit customer is in default in the payment of any account then all sums owed to SAGE SECURITY by the customer on any account whatsoever become immediately due & payable in full.

v) If the customer has no credit account, SAGE SECURITY will accept payment from the customer by cheque, banker’s draft or major debit cards.

vi) Where a cheque is offered by the customer in payment for goods, SAGE SECURITY reserves the right to delay the dispatch of the goods pending the clearance of that cheque.

vii) If for any reason the customer disputes the payment of any invoice, not withstanding this, he shall still pay all other invoices when they become due.

4.RETENTION OF TITLE

i) The customer acknowledges that before entering into an agreement for the purchase of any goods from SAGE SECURITY he has expressly represented & warranted that he is not insolvent & has not committed any act of bankruptcy or being a company with limited or unlimited liability know of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, administrative receiver or liquidator to partition for winding-up of the company or exercise any other rights over or against company’s assets.

ii) Goods which are the subject of any agreement by SAGE SECURITY to sell, (which expression means, without limitation, any order) shall be at the risk of the customer as soon as they are delivered by SAGE SECURITY to his vehicles or his premises on his instructions.

iii) Such goods shall remain the sole & absolute property of SAGE SECURITY as legal & equitable owner until such a time as the customer shall have paid SAGE SECURITY the agreed price in full together with the full price of any other goods the subject of any other contract with SAGE SECURITY.

iv) The customer acknowledges that he is within possession of goods solely as bailee for SAGE SECURITY until such time as the full price thereof is paid to SAGE SECURITY together with the full price of any goods the subject of any other contract with SAGE SECURITY.

v) Until such time as the customer becomes the owner of the goods, he will store them on his premises separately from his own goods or those of any other person & in a manner that makes them readily identifiable as the goods of SAGE SECURITY.

5.CARRIAGE & DELIVERY

i) SAGE SECURITY reserves the right to charge carriage on deliveries as appropriate.

ii) Delivery dates are given in good faith by SAGE SECURITY to indicate estimated delivery times but shall not amount to any contractual obligation to deliver at the times stated in any communication by & on behalf of SAGE SECURITY.

iii) No liability for direct or consequential loss or damage arising from delay in the delivery of goods, including without prejudice to the generality of the foregoing any delays due to any Act of God, war, civil disturbance, strikes, lock-outs or any act outside SAGE SECURITY’s control, will be accepted.

iv) The customer shall : –

Check all goods delivered by SAGE SECURITY & sign the delivery note for the goods in the presence of SAGE SECURITY’s driver;

Mark any discrepancies between goods ordered & goods delivered on the consignment note prior to signing; &

Refuse any goods found to be damaged & mark the consignment note accordingly.

v) Any claims over damaged goods or discrepancies between the goods listed on the delivery note & the goods delivered to the customer must be submitted to SAGE SECURITY with the full particulars of the order, the delivery note & any other relevant information in writing within two working days of the delivery, failing which SAGE SECURITY cannot accept liability. The submission of a claim within this time limit does not necessarily mean that SAGE SECURITY will accept liability in relation to such claim. A consignment note signed ‘unexamined’ is not sufficient to uphold a claim.

vi) SAGE SECURITY shall not be liable for any loss resulting from the customer’s failure to comply with the requirements of the British Railway’s Board, Road Carriers or the Post Office regulations.

vii) If the customer does not receive the goods within 14 days of the date of invoice, he is required to notify SAGE SECURITY immediately thereafter; otherwise no liability can be accepted.

6.GUARANTEES

i) SAGE SECURITY gives no guarantee or warranty on goods supplied by SAGE SECURITY other than that given that by the manufacturers concerned or as provided with the orders.

ii) SAGE SECURITY does not accept liability for consequential loss or damage arising from goods supplied by SAGE SECURITY.

iii) All description, weights & dimensions issued by SAGE SECURITY are approximate only & are intended only to present to intending customers a general description of the goods to which they refer, & no warranties or representations are given or should be inferred there from.

7.ORDERS

i) SAGE SECURITY’s trading policy is only to supply bona fide trade customers against official customer orders. The proper control & authorisation of official orders is deemed to be the responsibility of the customer. SAGE SECURITY cannot accept any liability for either the incorrect use or abuse of customer official orders.

ii) SAGE SECURITY reserves the right at anytime & without explanation to:

Refuse to accept an order

Cancel an order

Suspend deliveries against an order whether or not an account is in arrears

Refuse cancellation of an order

Cancel unexecuted installments of an order

iii) No variation of an order will be recognised unless otherwise agreed by SAGE SECURITY in writing.

iv) All orders must be confirmed in writing by the customers & signed by an authorised signatory.

v) SAGE SECURITY retains the right to levy a handling charge where a customer cancels an order.

vi) Where an order involves bespoke work specific to a customer, including own brand printing, the customer cannot cancel the order & if he does, SAGE SECURITY reserves the right to invoice the order in full, whether it has been delivered or not.

8.RETURNS

i) No goods may be returned by the customer without SAGE SECURITY’s prior written consent.

ii) Goods returned for credit must be accompanied by a delivery note quoting the number of SAGE SECURITY’s invoice against which the goods were originally supplied & the reason for return.

iii) SAGE SECURITY reserves the right to refuse any returns or refuse any credit for non-faulty returned goods, should those goods in anyway be unfit for resale. Unfit for resale being entirely at the discretion of SAGE SECURITY.

iv) SAGE SECURITY reserves the right to invoice a restocking charge for any non-faulty returned goods.

v) Goods returned & found to be faulty will be replaced or credited at the customer’s discretion & SAGE SECURITY will refund the costs of returning these items.

vi) No liability can be accepted for loss or damage to goods returned by the customer.

vii) If there is a discrepancy between goods advised as returned & the actual goods received, SAGE SECURITY will only credit the goods actually received.

viii) Boxes, cases & pallets that have been charged to the customer will be credited in full when returned to SAGE SECURITY’s dispatching depot in good condition, carriage paid, within fourteen days from the date of SAGE SECURITY’s invoice. Drums will be charged according to manufacturers schedules.

9.COPYRIGHT

The copyright & all other intellectual property rights in all articles, lists, drawings, descriptions & other information produced by SAGE SECURITY shall remain the property of SAGE SECURITY.

10.LAW

These conditions are subject to & shall be construed in accordance with the Laws of England & the parties submit to the non-exclusive jurisdiction of the Courts of England & Wales.