Terms of Sale & Use
Terms of Sale
(1) Introduction
Please read these terms of sale carefully.
You will be asked to expressly agree to these terms of sale before you place an order for products from our website.
(2) Interpretation
In these terms of sale, “we” means Fireactiv (and “us” and “our” will be construed accordingly); and “you” means our customer or potential customer for products (and “your” will be construed accordingly).
(3) Order process
The advertising of products on our website constitutes an “invitation to treat”; and your order for products constitutes a contractual offer. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.
In order to enter into a contract to purchase products from us, you will need to take the following steps:
(i) you must add the products you wish to purchase to your shopping cart, and then proceed to the checkout;
(ii) before proceeding to the checkout you must check that the products you have chosen are correct;
(iii) if you need to make changes to your order either delete the product or change the quantity as required and then press update;
(iv) if your amended order is now correct you may proceed to the checkout;
(v) if you are a new customer, you must then create an account with us and log in; if you are an existing customer, you must enter your login details;
(vi) once you are logged in, you must select your preferred method of delivery and tick the box confirming you have read and understand the terms of sale and use;
(vii) you will then have the option to pay using either PayPal (account not required) or via Payment Sense merchant services. If you select PayPal you will be transferred to the PayPal website, and PayPal will handle your payment;
(viii) we will then send you an initial acknowledgment; and
(ix) once we have checked whether we are able to meet your order, we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to meet your order.
We will not file a copy of these terms of sale and use specifically in relation to your order. We may update the version of these terms of sale and use on the website from time to time, and we do not guarantee that the version you have agreed to will remain accessible. We therefore recommend that you download, print and retain a copy of these terms of sale for your records.
The only language in which we provide these terms of sale is English.
(4) The products
This site is a Retail Only site and the purchases are offered on a strictly consumer basis..
(5) Price and payment
Prices for products are quoted on our website. The website contains a large number of products and it is always possible that some of the prices on the website may be incorrect. We will verify prices as part of our sale procedures so that a products correct price will be stated when you pay for the product.
In addition to the price of the products, you may have to pay a delivery charge if your order is below the minimum order, which will be as stated when you pay for the product.
Payment must be made upon the submission of your order. We may withhold the products and/or cancel the contract between us if the price is not received from you in full in cleared funds.
All prices are quoted in British Pounds (Sterling) unless otherwise stated.
The prices on the website are subject to VAT at the prevailing rate.
Payment for all products must be made by credit or debit card or any method detailed on the website from time to time.
Prices for products are liable to change at any time, but changes will not affect contracts which have come into force.
(6) Your warranties
You warrant to us that:
(a) You are legally capable of entering into binding contracts, and you have full authority, power and capacity to agree to these terms of sale;
(b) The information provided in your order is accurate and complete; and
(c) You will be able to accept delivery of the products.
(7) Delivery
Our Delivery charge varies depending on order quantity and value but is shown prior to check out. We will arrange for the products to be delivered to the address for delivery indicated in your order.
We will endeavour to process your order as quickly as possible. We aim to dispatch your order within 72 hours, subject to credit card payments being accepted. Goods are dispatched during Monday – Friday and exclude bank holidays. All orders received after 3pm will be processed the following day. Please allow up to 7 days for delivery once you have received your confirmation of order.
Our delivery times are offered in good faith, transport delays are unfortunately out of our control, we cannot be held responsible for any late deliveries.
When our nominated carrier delivers your parcel, if there is no one in at the address to take delivery of the goods the carrier will leave a card asking you to contact them. They will leave you with a telephone contact number and reference number for your parcel. You will be asked for a time when the goods can be re-delivered. If after two attempts the carrier is unable to deliver the goods you will have the choice to either collect the goods from the carriers depot or you will charged a re-delivery charge.
If the parcel is dispatched via Royal Mail, if there is no one in when the parcel is delivered the driver will leave a card with a contact number and a reference number for your parcel. The parcel will need to collected in person from their local depot.
(8) Stock Availability
All products are subject to stock availability. If we have insufficient stock to deliver the goods ordered we will either:
(i) Telephone you and offer you an alternative products or
(ii) Put the product on back order and deliver the product to you when the product arrives back in stock.
There may be an additional payment to be made by you or a credit given raised by us if an alternative product is chosen.
(9) Risk and ownership
The products will be at your risk from the time of delivery. Ownership of the products will only pass to you upon:
(a) Delivery of the products; and
(b) Receipt by us of full payment of all sums due in respect of the products including delivery charges.
Until ownership of the products has passed to you, you will possess the products as our fiduciary agent and Bailee, and as a business customer you must store the products separately from other goods and ensure that the products are clearly identifiable as belonging to us.
We will be entitled to recover payment for the products even where ownership has not passed to you.
(10) Limitation of warranties
All products are sold subject to manufacturer’s warranty which we will honour to the extent of such warranty. All glassware products will be excluded from this warranty.
These terms of sale & use set out the full extent of our obligations and liabilities in respect of the products supplied to business customers hereunder. To the maximum extent permitted by applicable law and subject to the first paragraph of Section 14, all conditions, warranties or other terms concerning the products which might otherwise be implied into a contract with a business customer under these terms of sale are expressly excluded.
(11) Returns policy
(i) Introduction
We understand that from time to time you may wish to return a product to us.
We have created this 14 day returns policy to enable you to return products to us in appropriate circumstances.
This returns policy applies to customers in England, Wales and Scotland irrespective of your geographical location.
This policy does not affect any statutory rights.
(ii) Returns
Where you have no other legal right to return a product and receive a refund or exchange, then you will nonetheless be entitled to return a product to us where:
- We receive the returned product within 14 days of the receipt of your goods.
- The returned product is unused, in its original unopened packaging with any seal or shrink-wrap intact, with any labels still attached and otherwise in a condition enabling us to sell the product as new.
You comply with the returns procedure set out below; and
- None of the exclusions set out below apply.
(iii) Returns procedure
In order to take advantage of your rights under this returns policy, you must:
On notification, you will be given a Returns Authorisation Number. This number must be clearly marked on all packaging and accompanying documentation.
For your own protection, we strongly advise that you obtain a receipt from your courier as we cannot accept responsibility for lost parcels.
Please return all parcels to: Fireactiv Ltd. Richmond Hill, Markington, Harrogate, HG3 3PQ, UK You will be responsible for paying postage costs associated with returns under this policy.
(iv) Exclusions
The following products may not be returned under this policy:
- Goods which are given free, as part of an offer, are not exchangeable or refundable, unless the full offer is returned, subject to this returns policy.
- Computer software whether on CD-ROM, DVD-ROM or otherwise.
- Bespoke salon furniture.
- Toiletries and cosmetics.
- Uniforms
- Any product made to your specification.
- Any product made to order.
- Gift vouchers.
(v) Refunds
We will send you a refund for the full price of any product properly returned by you in accordance with the terms of this returns policy excluding the original delivery charges and excluding the costs of returning the product to us. Where delivery was included free of charge or part of a promotion, the cost will be calculated and deducted from the purchase price. All refunds will also be subject to a 10% administration charge or minimum £10.00.
We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
We will process the refund due to you as soon as possible and, in any event; within 30 days of the day we received your returned product.
(vi) Improper returns
Where you return a product in contravention of this policy and where you do not have any other legal right to return the product:
- We will not refund or exchange the product.
- We may retain the returned product until you pay to us such additional amount as we may charge for re-delivery of the returned product; and
- If we do not receive payment of such additional amount within 14 days of issuing a request for payment, we may destroy or otherwise dispose of the returned product at our sole discretion without any liability to you.
(12) Refunds
If you cancel a contract and are entitled to a refund, we will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will process the refund due to you as soon as possible and, in any event; within 30 days of the day we received your valid notice of cancellation.
(13) Force majeure
In this Section and Section 14 below, “force majeure event” means:
(a) any event which is beyond our reasonable control;
(b) the unavailability of raw materials, components or products; and/or
(c) power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.
Where a force majeure event gives rise to a failure or delay in us performing our obligations under these terms of sale, those obligations will be suspended for the duration of the force majeure event.
If we become aware of a force majeure event which gives rise to, or which is likely to give rise to, any failure or delay in us performing our obligations under these terms of sale, we will notify you forthwith.
We will take reasonable steps to mitigate the effects of the any force majeure event.
(14) Limitations of liability
Nothing in these terms of sale will limit or exclude your or our liability for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation; or
(iii) any matter for which it would be illegal to limit or exclude, or attempt to limit or exclude, liability.
Subject to this:
(a) we will not be liable for any losses arising out of a force majeure event;
(b) we will not be liable in respect of any defect in the products arising from fair wear and tear, wilful damage, accident, negligence by you or a third party, use otherwise than in accordance with the manufacturer’s or our instructions or recommendations, or any alteration carried out by you or any third party; and
(c) our liability in connection with any product purchased through our website is strictly limited to the higher of the purchase price of the relevant product and the replacement cost of the relevant product; and
we will not be liable for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data or waste of management or office time, or loss of goodwill or reputational damage.
(15) Indemnity
If you are a business customer, you hereby indemnify us and undertake to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under these terms of sale.
(16) Contract cancellation
We may cancel a contract to supply products made under these terms of sale immediately by written notice to you if you fail to pay on time or in full any amount due to us under the contract, or commit any material breach of your obligations to us under the contract.
We may cancel a contract to supply products made under these terms of sale if:
(a) you cease to trade;
(b) you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;
(c) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
(d) the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(e) any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors
(other than for the purposes of solvent amalgamation or reconstruction).
(17) Consequences of cancellation
Upon the cancellation of a contract in accordance with Section 15:
(a) we will cease to have any obligation to deliver products which are undelivered at the date of cancellation;
(b) you will continue to have an obligation where applicable to pay for products which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products); and
(c) all the other provisions of these terms of sale will cease to have effect, except that Sections 8, 9, 10, 13, 14, 16, 18 will survive termination and have effect indefinitely.
(18) Scope of these terms of sale
These terms of sale do not constitute or contain any assignment or licence of any intellectual property rights, do not govern the licensing of works (including software and literary works) comprised or stored in products, and do not govern the provision of any services by us or any third party in relation to the products.
(19) General terms
Images of products on our website are for illustrative purposes; actual products may differ from such images.
We will treat all your personal information that we collect in connection with your order in accordance with the terms of privacy policy; use of our website will be subject to our terms of use
Contracts under these terms of sale may only be varied by an instrument in writing signed by both you and us. We may revise these terms of sale from time-to-time, but such revisions will not affect the terms of any contracts which we have entered into with you.
If any provision of these terms of sale is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.
No waiver of any provision of these terms of sale, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of these terms of sale.
You may not assign, charge, sub-contract or otherwise transfer any of your rights or
obligations arising under these terms of sale. Any attempt by you to do so will be null and void. We may assign, charge, sub-contract or otherwise transfer any of our rights or obligations arising under these terms of sale, at any time – providing where you are a consumer that such action does not serve to reduce the guarantees benefiting you under these terms of sale.
Each contract under these terms of sale is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under such contracts is not subject to the consent of any person who is not a party to the relevant contract.
Subject to the first paragraph of Section 14: these terms of sale contain the entire agreement and understanding of the parties in relation to the purchase of products from our website, and supersede all previous agreements and understandings between the parties in relation to the purchase of products from our website; and each party acknowledges that no representations not expressly contained in these terms of sale and use have been made by or on behalf of the other party in relation to the purchase of products from our website.
These terms of sale and use will be governed by and construed in accordance with English law, and the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in relation to these terms of sale.
Terms of Use
(1) Introduction
These terms of use govern your use of our website; by using our website, you accept these terms of use in full. If you disagree with these terms of use or any part of these terms of use, you must not use our website.
If you register with our website we will ask you to expressly agree to these terms of use.
(2) Licence to use website
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms of use.
You must not:
(a) republish material from this website (including republication on another website);
(b) sell, rent or sub-license material from the website;
(c) show any material from the website in public;
[(d) reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
[(e) edit or otherwise modify any material on the website;
[(f) redistribute material from this website [except for content specifically and expressly made available for redistribution such as our newsletter and email a friend.
Where content is specifically made available for redistribution, it may only be redistributed for your own personal use or used within your organisation.
(3) Acceptable use
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
(4) Products
The advertising of products on our website constitutes an “invitation to treat” – not a contractual offer.
Prices stated on our website may be stated incorrectly.
The purchase of products via our website will be subject to our terms of sale.
We will ask you to agree to our terms of sale each time you purchase a product or products via our website.
(5) Limited warranties
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
(6) Limitations of liability
Nothing in these terms of use (or elsewhere on our website) will exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.
Subject to this, our liability to you in relation to the use of our website or under or in connection with these terms of use, whether in contract, tort (including negligence) or otherwise, will be limited as follows:
(a) to the extent that the website and the information and services on the website are provided free-of-charge, we will not be liable for any loss or damage of any nature;
(b) we will not be liable for any consequential, indirect or special loss or damage;
(c) we will not be liable for any loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, data, or information;
(d) we will not be liable for any loss or damage arising out of any event or events beyond our reasonable control;
(7) Indemnity
You hereby indemnify us and undertake to keep us indemnified against any losses,
damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use.
(8) Breaches of these terms of use
Without prejudice to our other rights under these terms of use, if you breach these terms of use in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
(9) Variation
We may revise these terms of use from time-to-time. Revised terms of use will apply to the use of our website from the date of the publication of the revised terms of use on our website. Please check this page regularly to ensure you are familiar with the current version.
(10) Assignment
We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of use without notifying you or obtaining your consent.
You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use.
(11) Severability
If a provision of these terms of use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
(12) Exclusion of third party rights
These terms of use are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these terms of use is not subject to the consent of any third party.
(13) Entire agreement
These terms of use, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.
(14) Law and jurisdiction
These terms of use will be governed by and construed in accordance with English
law, and any disputes relating to these terms of use will be subject to the exclusive jurisdiction of the courts of England and Wales.
(15) Our details
Our full name is Fireactiv
Our office is 18, Harlow manor Park, Harrogate HG2 0HH, UK and our principal trading address is the same.
Our email address is info@fireactiv.com
1. Interpretation
1.1 In these Conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of goods or whose order is
accepted by the Seller
“Conditions” means the standard terms and Conditions of sale set out in this document and (unless the
context otherwise requires) includes and special terms and Conditions agreed in writing between the Buyer
and Seller
“Contract” means the contract for the purchase and sale of the goods
“Goods” means the goods (including any instalment of the goods or any parts of them) which the Seller
is to supply in accordance with these Conditions
“Seller” means Fireactiv Limited, or if different the party named as the seller overleaf
“Writing” includes telex, cable, facsimile transmission and comparable means of communication
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that
provision as amended re-enacted or extended at the relevant time
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation
2. Basis of the Sale
2.1 The seller shall sell and the Buyer shall purchase the Goods in accordance with any written
or oral quotation of the Seller (or by its authorised representative) which is accepted by the buyer whether
orally or in writing or any written order of the Buyer which is accepted by the Seller subject in either case
to these Conditions which shall govern the Contract to the exclusion of any other terms and Conditions
subject to which any such quotation is accepted or purported to be accepted or any such order is made
or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised
representatives of the Buyer and Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods
unless confirmed by the Seller in writing in entering into the Contract the Buyer acknowledges that it does
not rely on and waives any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer
or its employees or agents as to the storage, application, suitability or fitness for purpose for use of
the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s
own risk, and accordingly the Seller shall not be liable for any such advice or recommendations which is
not so confirmed.
2.5 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 the Seller shall be subject to correction without
any liability on the part of the Seller.
3. Order and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed
in writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including
any applicable specification) submitted by the Buyer and for giving the Seller any necessary information
relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance
with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the
Seller’s quotation if any (if accepted by the Buyer).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in
accordance with a specification submitted by the Buyer whether in writing or otherwise the Buyer shall
indemnify the Seller against all loss damages costs and expenses awarded against or incurred by the Seller
in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of
any patent copyright design trade mark or other industrial or intellectual property rights of any other person
which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to
conform with any applicable safety or other statutory requirements or where the Goods are to be supplied
to the Seller’s specification which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the
agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against
all loss (including loss of profit) costs (including the cost of all labour and materials used) damage charges
and expenses incurred by the Seller as a result of cancellation.
3.7 Where the Seller gives a quotation based upon information supplied by the Buyer the Buyer is responsible
for its accuracy and any increased costs of supply resulting in any inaccuracy are the Buyer’s responsibility.
3.8 Due to the nature of the production process the seller reserves the right to over/under produce a quantity
of 5% of the ordered quantity. This may rise to 10% where multiple production processes are required.
3.9 The seller cannot be held responsible for any errors or omissions whatsoever in the artwork or production
process whether supplied by the buyer or produced by the seller.
3.10 Any postage/delivery costs incurred in the production or any special mail is the responsibility of the buyer,
the seller cannot be held responsible for any postage/delivery costs due to incomplete or incorrect
letters-packs or non delivery whatsoever
4. Price of the Goods
4.1 The price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted
price is no longer valid) the price calculated by the seller from his normal price list All prices quoted are
valid for 30 days only or until earlier acceptance by the Buyer after which time they may be altered by the
Seller without giving notice to the Buyer.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price
of the goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control
of the Seller (such as without limitation any foreign exchange fluctuation currency regulation alteration
of duties significant increases in the costs of labour materials or other costs of manufacture) any change
in delivery dates quantities or specifications of the Goods which is requested by the Buyer or any delay
caused by any instruction of the Buyer or failure of the Buyer to give the Seller adequate information
or instructions.
4.3 Except as otherwise expressly agreed all prices are given by the Seller exclusive of delivery to the Buyer’s
premises.
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay
to the Seller.
4.5 The costs of pallets and returnable containers will be charged to the Buyer in addition to the price of the
Goods but full credit will be given to the Buyer provided they are returned undamaged to the Seller before
the due payment date.
5. Terms of Payment
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled
to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the
Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which
event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the
Buyer that the Goods are ready for collection (or as the case may be) the Seller has tendered delivery of the
Goods.
5.2 Subject to clause 5.3 below the Buyer shall pay the price of the Goods within no more than 30 days of the
date of the Sellers invoice notwithstanding that delivery may not have taken place and the property in the
Goods has not passed to the Buyer. The time of payment of the price shall be the essence of the Contract.
Receipts for payment will only be issued on Request.
5.3 The Seller reserves the right to stipulate that immediate payment in full be made by the Buyer before
collection or delivery of the Goods.
5.4 If the buyer fails to make any payment on the due date then without prejudice to any other right or remedy
available to the Seller the Seller shall be entitled to
5.4.1 cancel the Contract or suspend further deliveries to the Buyer.
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied
under any Contract between the Buyer and Seller) as the Seller think fit (not withstanding any
purported appropriation by the Buyer) and
5.4.3 charge the Buyer interest (both before any after any judgement) on the amount unpaid at the rate
of four per cent per annum above Barclays Bank plc base rate from time to time until payment in
full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6. Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time
after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for
delivery is agreed by the Seller by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximately only and the Seller shall not be liable for
any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless
previously agreed in writing by the Seller. The Goods may be delivered to the Buyer in advance of the
quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered by the Seller whether to the premises of the Buyer or otherwise the
Seller expressly reserves the right to charge the reasonable costs of such delivery.
6.4 Where the Goods are to be delivered in installments each delivery shall constitute a separate Contract and
failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or
any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the
Contract as a whole repudiated .
6.5 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable
control or the Buyer’s fault and the Seller is accordingly liable to the Buyer the Seller’s liability shall be
limited to the excess (if any) of the costs to the Buyer (in the cheapest available market) of similar Goods
to replace those not delivered over the price of the Goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the
time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or
by reason of the Seller’s fault) than without prejudice to any other right or remedy available to the Seller
the Seller may
6.6.1 Store the goods until actual delivery and charge the Buyer for the reasonable costs (including
insurance) of storage or
6.6.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and
selling expenses) account to the Buyer for the excess over the price under the Contract or charge
the Buyer for any shortfall below the price under the Contract.
7. Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer.
7.1.1 In the case of Goods to be delivered at the Seller premises at the time when the Seller
notifies the Buyer that the Goods are available for collection or
7.1.2 In the case of the Goods to be delivered otherwise than at the Sellers premises at the time of
delivery or if the Buyer wrongfully fails to take delivery of the Goods the time when the Seller has
tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions
the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer
for which payment is then due.
7.3 Until such time as the property and the Goods passes to the Buyer the Buyer shall hold the Goods as the
Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third
parties and properly stored protected and insured and identified as the Seller’s property until that time the
Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to
the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible including
insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer
and third parties and in the case of tangible proceeds properly stored protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in
existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver
up the Goods to the Seller and 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 .
7.5 The Buyer 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 Seller but if the Buyer does so all monies owing by the Buyer
to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and
payable.
8. WARRANTIES AND LIABILITIES
8.1 Subject to the Conditions set out below the Seller warrants that the Goods will correspond with their
specification at the time of delivery and will be free from defects in material and workmanship for a period
of 6 months from the date of their initial use or 6 months from delivery whichever is the first to expire
8.2 The above warranty is given by the Seller subject to the following conditions.
8.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing
design or specification supplied by the Buyer.
8.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear wilful
damage negligence abnormal working conditions failure to follow the Sellers instructions (whether
oral or in writing) misuse or alteration or repair of the Goods without the Seller’s approval.
8.2.3 The Seller shall be under no liability under the above warranty condition or guarantee) if the total
price for the Goods has not been paid by the due date for payment.
8.2.4 The above warranty does not extend to parts materials or equipment not manufactured by the Seller
in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee
as is given by the manufacturer to the Seller.
8.3 The Seller accepts liability for:
8.3.1 Personal injury or death caused by the negligence of the Seller or its employees (acting within
the course of their employment or duties and the scope of their authority):
8.3.2 Direct damage to tangible property caused solely by the negligence of the Seller or its employees
(acting within the course of their employment or duties and the scope of their authority) provided
that the total liability of the Seller under this sub clause (ii) shall be limited to £1 million for any one
event or series of connected events.
8.4 Other than for matters stated in clause 8.3 the aggregate liability of the Seller whether for negligence,
breach of contract, misrepresentation or otherwise shall not in any event exceed the total price for the
Goods sold which gives rise to the claim or in relation to which the claim is made. The Seller will not in
any circumstance have any liability for loss of profits, loss of production or business or any indirect or
consequential losses howsoever arising or incurred.
8.5 Any claim of the Buyer which is based on any defect in the quality or condition of the Goods or their failure
to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the
Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable
inspection) within a reasonable time after discovery of the defect or failure if delivery is not refused and the
Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the
Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as of the
Goods had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or
condition of the Goods or their failure to meet specifications is notified to the Seller in accordance with these
Conditions the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the
Seller’s sole discretion refund to the Buyer the price of the Goods (or in proportionate part of the price) but
the Seller shall have not further liability to the Buyer.
8.7 Except in respect of death or personal injury caused by the Sellers negligence the Seller shall not be liable
to the Buyer by reason of any representation or any implied warranty condition or other term or any duty at
common law or under the express terms of the Contract for any consequential loss or damage (whether for
loss or profit or otherwise) costs expenses or other claims for consequential compensation whatsoever
(and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise
out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly
provided in these Conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any
delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the
delay or failure was due to any cause beyond the Seller’s reasonable control Without prejudice to the
generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable
control.
8.8.1 Act of God explosion flood tempest fire or accident
8.8.2 War or threat of war sabotage insurrection civil disturbance or requisition
8.8.3 Acts restrictions regulations by-laws prohibition of measures of any kind on the part of any
governmental parliamentary or local authority
8.8.4 Import or export regulations or embargoes
8.8.5 Strikes lockout or other industrial actions or trade disputes (whether involving employees or the
Seller or a third party)
8.8.6 Difficulties in obtaining raw materials labour fuel parts or machinery
8.8.7 Power failure or breakdown in machinery
9. Insolvency of Buyer
9.1 This clause applies if
9.1.1 The Buyer makes any involuntary arrangement with its creditors or become subject to an
administration order or (being an individual or firm) becomes bankrupt or (being a company)
goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or
9.1.2 An encumbrance takes possession or a receiver is appointed of any of the property or assets
of the Buyer or
9.1.3 The Buyer ceases or threatens to cease to carry on business or
9.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur
in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then without prejudice to any other right or remedy available to the Seller the Seller
shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any
liability to the Buyer and if the Goods have been delivered but not paid for the prices shall become
immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. General
10.1 The Seller is Fireactiv Limited. The Seller may perform any of its obligations or exercise any
of its rights hereunder by itself or through Fireactiv provided that no act or omission
of any other such member shall be deemed to be an act or omission of the Seller.
10.2 Any notice required or permitted to be given by either party to the other under these Conditions
shall be in writing addressed to the other party at is registered office or principal place of business
or such other address may be at the relevant time have been notified pursuant to this provision
giving the notice.
10.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver
of any subsequent breach of the same or any provisions.
10.4 If any provision of these Conditions is held by any competent authority to be invalid or un-enforceable
in whole or in part the validity of the other provisions of these Conditions and the remainder of the
provision in question shall not be affected thereby.
10.5 Any dispute arising under or in connection with these Conditions or the sale of Goods shall be
governed by and construed in all respects in accordance with English law and the parties hereby
submit to the non-exclusive jurisdiction of the English courts.
