Terms & Conditions for the Sale of Equipment


The following standard terms and conditions apply to every agreement entered into by Us for the sale of Equipment.
1. DEFINITIONS
1.1 The following words and expressions have the following meanings:-
“Conditions"

the terms and conditions for the provision of the Equipment, as set out in this document, together with any special terms and conditions agreed in writing by You as set out in the Schedule;

"Contract"

the contract for the sale of the Equipment entered into between You and Us, subject to the Conditions;

"Delivery Address"

the address to which the Equipment is to be delivered as set out in the Schedule;

"Equipment"

the fire extinguishers and fire protection equipment specified in the Schedule to be sold by Us to You (including any instalment of the Equipment or any part of it);

"Person"

any individual, partnership, firm, body corporate, government department, local authority, unincorporated association or educational institution;

"Price"

the monies payable by You to Us for the provision of the Equipment pursuant to the Contract, as set out in the Schedule;

"Quotation"

any quotation submitted by Us to You for the supply of the Equipment;

"Schedule"

the schedule set out overleaf containing (amongst other items) Your details, the Equipment to be purchased, the Warranty Period and any special Conditions, signed by You and Us;

"Us", "We", "Our"

Asco (and referred to therein as "the Company");

"You", "Your"

the Person who enters into the Contract with Us and who agrees to purchase the Equipment, as set out in section 2 of the Schedule (and referred to therein as "the Customer");

"Warranty Period"

the period set out in the Schedule, during which the provisions of Condition 8 apply.

1.2

the singular includes the plural and vice versa, and words importing one gender include all genders.

1.3

headings are for ease of reference only.

2. CONTRACT
2.1 Your signature to the Schedule constitutes an offer to require provision of the Equipment by Us.
2.2

The Contract comprises the Quotation (if any), these Conditions, and the Schedule (which forms part of the Contract for all purposes).

2.3

No contract shall have been formed until the offer constituted by Condition 2.1 has been accepted by Our representative counter signing the Schedule. You will receive from Us a welcome pack, containing confirmation of the Contract together with a Contract. You must notify Us within 7 days of the date of the welcome pack if any of the details are incorrect, otherwise the details set out in the Schedule and confirmation in the welcome pack shall be deemed to be correct.

2.4

Only these Conditions apply to the Contract, and shall override any other terms, conditions or warranties which You may seek to impose. Your acceptance of the Equipment shall be conclusive evidence that these Conditions apply to the Contract.

2.5

ANo variation of the Contract shall apply unless agreed in writing by Us.

2.6

Any advice or recommendation given by Us to You as to the Equipment which is not confirmed in writing by Us is followed or acted upon entirely at Your own risk, and accordingly We shall not be liable for any such advice or recommendation which is not so confirmed. You confirm to Us that You have not relied on, nor been induced to enter into the Contract by, any representation not recorded in the Conditions.

2.7

The quantity, quality and description of and any specifications for the Equipment shall be those set out in the Schedule. We reserve the right to make any changes in the specification of the Equipment which do not materially affect the quality or performance of the Equipment.

2.8

If you change your service provider from us, then we cannot be liable for any expense, claim or loss (whether to property or financial, and whether direct, indirect or consequential) which you may suffer if the equipment serviced by your new service provider is not fit for its purpose, or fails to work, if your new service provider has not followed the correct servicing instructions for that equipment, which are available for our website (or in the case of fire alarms, emergency lights and suppression systems the applicable manufacturers instructions for those items). It is your responsibility to ensure that your new service provider is a competent person in the servicing of fire extinguishers, and that he has followed our servicing instructions in respect of any equipment supplied by us located on your premises.

3.0 THE PRICE
3.1 The Price is stated in the Schedule We reserve the right, at Our option, to require payment of the Price in full or in part, or the payment of a non-refundable deposit, prior to despatch of the Equipment, and We reserve the right to withhold delivery of the Equipment or any part of it until such payment is received.
3.2

We reserve the right, by giving notice in writing to You at any time prior to completion of the Contract, to increase the Price to reflect any increase in the cost to Us in executing the Contract due to any factor beyond Our control (including, without limitation, any increase in the cost of labour, raw materials or overheads, currency fluctuations, any change in delivery dates, quantities or specifications for the Equipment arising as a result of any error or omission or changes deemed necessary by You, or any delay or interruption in the Contract not attributable to Us).

3.3

All Prices are exclusive of VAT and similar taxes, which You shall be additionally liable to pay to Us upon presentation of a suitable invoice from Us.

4. PAYMENT
4.1 Unless otherwise stated in the Schedule (and subject to Condition 3.1), We may invoice You for the Equipment on or at any time after delivery of the Equipment (unless You wrongfully fail to take delivery of the Equipment, in which case We can invoice You at any time following such failure). Invoices are payable in full within 30 days of the date of invoice (notwithstanding that delivery may not have taken place, and title to the Equipment has not passed to You).
4.2

If You fail to make any payment for the Equipment by the due date, then (without prejudice to Our other rights or remedies), We can:-

4.2.1 cancel the Contract so far as any Equipment remains to be delivered under it, or suspend any further delivery of the Equipment (or any part of it); and
4.2.2 charge You interest (both before and after any judgment) on the amount unpaid at the rate of 8% above the Bank of England base rate per annum, compounded daily, until payment is made in full, under the Late Payment of Commercial Debts (Interest) Act 1998.
4.3

You agree to reimburse Us with all costs and expenses (including legal costs on a full indemnity basis) incurred in the collection of any overdue account.

4.4

No right of set off shall exist in respect of any claims by You against Us unless and until such claims are accepted in full by Us in writing, and You shall not be entitled to withhold all or any part of any sum which has become due for payment under the Contract.

4.5

If the Equipment is to be delivered in instalments, then notwithstanding the provisions of Condition 4.1, We reserve the right to invoice You on the delivery of each instalment separately, and You shall pay each such invoice in accordance with these Conditions. If You fail to pay any instalment of the Price when due, then (without prejudice to Our other rights or remedies) the whole of the Price for each remaining instalment of Equipment shall become immediately due and payable (irrespective of non-delivery).

5. DELIVERY
5.1 Delivery shall mean delivery of the Equipment to You at the Delivery Address.
5.2

Whilst we shall use all reasonable endeavours to deliver the Equipment within the period of 14 days from the date the Contract comes into force, time is not of the essence and We have no liability to You in respect of any delay in delivery or any loss (including consequential loss) or damage thereby arising.

5.3

We may charge for abortive delivery costs, storage, insurance and other associated costs if You are available for, or refuse, or defers, delivery of the Equipment when We attempt so to do. This provision is in addition to and not in substitution for any other payment for which You may become liable in respect of Your failure to take delivery at the appropriate time.

5.4

We will commission the Equipment upon delivery to ensure that it is in working order and is compliant with all relevant legislation.

5.5

You must notify Us if You have not received delivery of Equipment within three days of the date agreed with You for such delivery. We shall be deemed to have fully complied with Our obligations to supply the Equipment in accordance with the terms of the Contract unless notification to the contrary is received by Us within that time.

5.6

We reserve the right to deliver the Equipment in instalments, and failure by Us to deliver any one or more of the instalments shall not entitle You to treat the Contract as a whole as terminated.

6. RISK AND TITLE
6.1 The risk of any loss, deterioration or damage to the Equipment shall pass to You on delivery of the Equipment to You at the Delivery Address.
6.2

Title the Equipment (or any part of it) shall not pass to You until the Price (and any other monies owed by You to Us in relation to the Equipment pursuant to these Conditions) has been paid in full.

6.3

Until title has passed pursuant to Condition 6.2, You shall:-

6.3.1 keep the Equipment in good condition and properly stored. Without prejudice to the generality of that obligation, You shall not interfere with or deface the Equipment, or any of Our labels on it;
6.3.2 maintain adequate insurance in respect of the Equipment, in an amount which is not less than the Price payable, and You shall hold all proceeds of such insurance policy on trust for Us;
6.3.3 grant to Us (or Our employees or agents) an irrevocable licence to enter Your premises to recover the Equipment. You agree not to hinder any such repossession, and You shall be liable to pay all Our reasonable costs incurred on account of such repossession. This right is in addition to all Our other rights and remedies under these Conditions;
6.3.4 not dispose of, or allow the disposal, of any of the Equipment.
6.4

Notwithstanding the provision of Condition 6.2 and 6.3, and section 49 of the Sale of Goods Act 1979, We may bring any action for the Price (and all other monies due to Us under the Contract) at any time after those monies have become due under these Conditions.

7. SPECIFICATIONS
7.1 Unless otherwise stated in the Schedule, the selection and choice of Equipment and (except as to compliance with specific technical specifications contained in Our current literature) the assessment of the Equipment's suitability and fitness for purpose, is Your responsibility.
7.2

Any specifications and statements as to suitability, performance or otherwise given by Us in connection with the Equipment are offered in good faith, but are intended to be approximate only and do not constitute representations.

7.3

Equipment is supplied on condition that it should only be used in connection with the relevant risk, as set out in Our accompanying written safety and usage instructions. We have no liability to You whatsoever for any loss (including consequential loss) damage or expense which You may suffer, which is caused (wholly or in part) by Your failure to use the Equipment properly and also in accordance with Our instructions.

7.4

The copyright and all other intellectual property rights in Our designs, data sheets, packaging, Equipment (including formulae), and literature remain Our absolute property.

8. WARRANTIES AND LIABILITY
8.1 We warrant to You that the Equipment will be of satisfactory quality for the Warranty Period.
8.2

If, during the Warranty Period, the Equipment (upon examination by Us) is found to be defective solely due to faulty materials, workmanship or design, We may (at Our option) repair or replace the defective Equipment free of charge.

8.3

The following conditions (each of which must be fulfilled before any warranty claim shall arise) are that:-

8.3.1 the claim is not attributable to fair wear and tear or any fault or damage arising from impact, modification, inappropriate use or treatment, incorrect handling or exposure to corrosive conditions, or being kept or installed other than under normal conditions
8.3.2 that the Equipment must not be or have been recharged repaired or serviced by anyone other than a qualified person for the time being employed by Us;
8.3.3 that Our instructions to the use of the Equipment have been strictly complied with;
8.3.4 that the claim is made by You as Our original customer for Your benefit;
8.3.5 that the claim is notified, in detail, in writing to Us within 30 days of the date of discovery thereof.
9. LIMITATION OF LIABILITIES AND INDEMNITY
9.1 You agree with Us that if You shall suffer loss or damage as a result of any breach of any of the terms of the Contract by Us, or as a result of the negligence of Us, then Our liability in respect of such loss or damage shall be limited to the smallest of the following:-
9.2

The foregoing states Our entire liability, whether in contract or tort, for defects in the Equipment, other than liabilities referred to in Condition 10.

9.3

The express terms set out above are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing, in no circumstances shall We be liable for any loss of profit, business, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature whatsoever save as provided in this Condition 10.

9.4

You agree and accept that with regard to the limitations of liability set out in Conditions 9.1 to 9.3 (inclusive) that such limitations are perfectly fair and reasonable having regard (amongst other things) to the following circumstances:

9.4.1 that the potential losses which could or might be caused as a result of the breach or negligence as referred to in Conditions 9.1 to 9.3 inclusive are greatly in excess and wholly disproportionate to the amount which is being charged by Us in respect of the Equipment;
9.4.2 that We have no information or knowledge as to the value of any contracts to be entered into by You which may involve the Equipment in anyway;
9.4.3 that We are anxious to keep to as low a level as reasonably possible for Your benefit, and all Our other customers, its charges in respect of the equipment and services provided by it.
9.5

You confirm that You have read and fully understood the terms of Conditions 9.1 to 9.4 (inclusive), and accept the limitations of liability in this Condition 9.

10. LIABILITY FOR DEATH OR PERSONAL INJURY

We shall indemnify You against any injury to or death of any Person or damage to property (as defined in the Consumer Protection Act 1987) caused by any negligent act or omission or wilful misconduct of Us, or by any defect in the Equipment.

11. TERMINATION

Without prejudice to any other provision of these Conditions. We shall be entitled to terminate the Contract for the sale of the Equipment and/or suspend all further deliveries of Equipment without liability on Our part if You:

11.1

commit any material breach of the Contract;

11.2

fail to make payment for the Equipment on the due date for payment;

11.3

make any voluntary arrangement with Your creditors or become subject to an administration order or (being an individual or a firm) becomes bankrupt or (being a company) goes into liquidation; or

11.4

permit an encumbrancer to take possession or a receiver to be appointed over any of Your property or assets.

12. ASSIGNMENT

You shall not assign the Contract or any part of it without Our prior written consent.

13. FORCE MAJEURE

We shall not be liable for any delay in performing or failure to perform Our obligations under the Contract if such delay or failure results from an act of God, war, strike, lock-out, industrial action, default or suppliers or sub-contractors, fire, flood, drought, tempest or other event beyond Our reasonable control. Such delay or failure shall not constitute a breach of the Contract and We shall be entitled to a reasonable extension of time for performing its obligations under the Contract In the event of an occurrence as referred to in this Condition.

14. NOTICES

14.1

Any notices required or permitted to be given by either party to the other shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice. In proving that a notice has been validly given, it shall be conclusive evidence to provide that delivery was made by hand, or that the envelope containing the notice was properly addressed and posted.

14.2

The Contract shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts in the interpretation of this Contract or the resolution of any dispute arising under its terms.

15. SEVERABILITY

These Conditions are separate and severable and enforceable accordingly, and considered reasonable by You, but in the event that any Condition shall be bound or held to be void, or illegal, or unenforceable by a court of competent jurisdiction, then that Condition shall be severed from the Contract, and the remainder of the Contract shall continue in full force and effect, and shall not be prejudiced or affected by the unenforceability or illegality of the Condition in question.