STANLEY SECURITY PRODUCTS TERMS AND CONDITIONS OF SALE
1.1 All orders are accepted and offers are made subject to the following terms and conditions which shall form part of and govern the contract of sale.
1.2 In these terms and conditions the seller means Stanley Security Products, which is a sales channel of Stanley Security Solutions Limited. The buyer means the party to whom this document is addressed and these conditions mean these terms and conditions.
1.3 These conditions apply in preference to and supersede any conditions referred to or offered by the buyer whether in negotiation or at any stage in the dealings between the seller and buyer with reference to the goods (which expression shall include software or firmware) to which this contract relates. Without prejudice to the generality of the foregoing, the seller will not be bound by any standard or printed terms furnished by the buyer in any of its documents, unless the buyer specifically states in writing separately from such terms that it intends such terms to apply and the seller specifically agrees to such notification in writing
1.4 Neither the buyer nor the seller shall be bound by any variation, waiver of, or addition to these conditions except as agreed by both parties in writing and signed on their behalf.
2. Quotations and Orders
2.1 The placing of an order following the seller’s quotation shall not be binding on the seller unless and until accepted by the seller in writing. If an order is not made in writing it must forthwith be confirmed in writing.
2.2 An order accepted by the seller may only be cancelled or varied with the seller’s consent: the giving of the seller’s consent shall not in any way prejudice the seller’s right to recover from the buyer full compensation for any loss or expense arising from such cancellation or variation. The following scale of charges shall apply to all orders cancelled by the buyer.
|No. of days before acknowledged delivery date||Cancellation Charge (% of order value)|
|More than 28 days||10%|
|Less than 5 days||25%|
2.3 Additions or alterations to orders, however made, shall not be binding on the seller until they have been confirmed by the seller in writing. Any such addition or alteration not made in writing must forthwith be confirmed in writing.
3.1 Unless otherwise specifically agreed by the seller, all prices quoted are in pounds sterling.
3.2 The prices quoted are based on current conditions and are subject to variation or revision by the seller prior to its acceptance of an order without notice. The goods will be invoiced at the price ruling on the date of acceptance of an order.
3.3 UK prices quoted are exclusive of Value Added Tax, carriage and packing, which shall be charged extra, unless otherwise specifically stated in the contract. Export prices are ex-works, unless otherwise specifically agreed by the seller. Any variation to prices resulting from taxes or levies will be for the buyer’s account.
4.1 Where goods are ordered by the buyer for delivery at his request:-
(i) if a period is stated for delivery and such is not extended by agreement in writing the buyer shall take delivery within that period;
(ii) if no period is stated for delivery, the buyer shall take delivery of the goods as soon as they are ready;
(iii) if the buyer does not take delivery of the goods within the period the buyer will reimburse the seller’s storage and insurance costs. An invoice will be issued for the full amount of the goods plus the storage costs on the last date on which delivery is due and shall be payable in accordance with the provisions of Clause 13.1.
4.2 In any other case:-
(i) any time stated in respect of delivery is given in good faith but it is by way of estimation only and is not binding on the seller; (ii) time for delivery, whether expressly stated or not, shall not be or be deemed to be of the essence of the contract of sale.
4.3 If the seller has agreed to deliver the goods, it will do so as near as possible to the delivery address as a safe hard road permits. The buyer shall provide at his own expense the labour for unloading and stacking. The buyer shall unload with utmost despatch. Damage caused to the goods due to inadequate site access or careless unloading shall be the buyer’s responsibility.
4.4 The seller shall be entitled to make partial delivery of the goods unless otherwise agreed in writing.
4.5 In case of partial delivery of goods the buyer will not be entitled to treat the delivery of faulty goods in any one partial delivery or the late delivery of any partial delivery as a repudiation of the
5. Packing, Consignment and Carriage
Unless otherwise stated in the contract, the goods will be consigned by the method of transport chosen by the seller to the delivery address specified by the buyer for consignment of the goods
(‘delivery address’) or, where the delivery address is not within the United Kingdom, ex works.
6. Defects After Delivery – Physical Condition
6.1 The seller warrants the physical condition of goods supplied by it (as opposed to any software or firmware contained in or included with those goods) on the terms contained in this Clause 6.1 (subject always to the extensions of time, restrictions and limitations contained in this Clause 6 and elsewhere in these conditions). The seller will make good, by repair or (at the seller’s option) by the supply of a replacement, defects in physical condition (including failure of any electronic component) which under proper use appear in such goods as are of the seller’s manufacture or assembly (including manufacture or assembly by a third party pursuant to a contract with the seller for such manufacture or assembly) and are notified to the seller within a period of one year after the goods have been delivered and arise solely from faulty design, materials or workmanship. In the case of the non-functioning of magnetic stripe identification cards this warranty shall exclude electro-magnetic damage and wear and tear caused by the user.
6.2 Identification cards and tokens – warranty extension
a) In the case of the non-functioning of any proximity identification card, key or token, the duration of the warranty in clause 6.1 shall be extended to a period unlimited in time, but only for defects caused by a failure of any electronic component in such goods.
b) Readers- warranty extension
In the case only of proximity technology readers, the duration of the warranty in Clause 6.1 shall be extended to a period unlimited in time, but only for defects caused by a failure of any electronic component in such goods.
6.3 Access control equipment - warranty extensions
In the case only of goods consisting of other hardware manufactured by the seller and intended for use as access control equipment, the warranty period in Clause 6.1 shall be extended to five years, but only for defects notified during that period consisting of the failure of any electronic component in such goods.
6.4 Connection to approved equipment
In any case the warranty in clause 6.1 shall only apply to goods connected to or configured to work with equipment specified in product literature, documentation or other specification document
published by the seller.
6.5 Notification or defective goods and carriage to the seller
In any case, for the warranty in Clause 6.1 to apply the claim under this warranty must be notified to the seller as soon as the buyer is aware of it and the defective goods (or part thereof) must
promptly be returned by the buyer carriage paid to the seller’s works and (if replaced) shall become the property of the seller.
6.6 For the avoidance of doubt, a list is available from the seller's Customer Services department that states which warranty period (and any other specific conditions) applies to which of the goods
supplied by the seller from time to time. The buyer is advised to refer to this list as it identifies conclusively the warranty period and any other conditions applicable to such goods.
7 Defects after Delivery – Software and Firmware
.1 The seller warrants the software or firmware contained in or included with any goods to which Clause 6.1 applies (as opposed to the physical condition of those goods) on the terms contained in this Clause 7.1 (subject always to the restrictions and limitations contained in this Clause 7 and elsewhere in these conditions). The seller warrants that any such software or firmware that it has created or developed is substantially in accordance with any specification or product description supplied by the seller with such goods.
.2 Clause 7.1 is subject to the following limitations, variations and qualifications:
a) It is not warranted that any software or firmware to which Clause 7.1 applies will be free of bugs or reported issues.
b) For the avoidance of doubt, the warranty contained in Clause 7.1 does not apply to any other software or firmware contained in or included with goods supplied by the seller or to any goods other
than those to which Clause 6.1 applies.
c) In any case, for the warranty in Clause 7.1 to apply, the seller must be notified in writing of the fault in the software or firmware within 90 days after the relevant goods have been delivered and
the software or firmware in question must promptly be returned by the buyer carriage paid to the seller’s works and (if replaced) shall become the property of the seller.
7.3 If the seller is in breach of the warranty in Clause 7.1, its only liability is to make the software or firmware in question comply with the warranty, by supply of a fix or (at the seller’s option)
replacement or upgraded software or firmware.
8. Third Party Warranties
The seller will use all reasonable endeavours to procure for the buyer the benefit of such warranties and other rights as are conferred on the seller in relation to defects in a) the physical condition of such goods or parts of the goods as are not of the seller’s manufacture or assembly; and b) any software or firmware contained in or included with any goods to which the warranty in clause 7.1 does not apply by the terms of the seller’s agreement with the suppliers of the goods or the software or firmware in question. However, the seller shall have no other responsibility or liability in regard of any of these matters and, in particular, the buyer shall be responsible for all carriage, investigation and other costs and charges.
9. Limitations of Liability
9.1 These terms and conditions set out the seller’s entire liability in respect of the goods, or the supply of software, firmware or any service and the seller’s liability hereunder shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express or implied, statutory or otherwise howsoever except any implied by law or statute that cannot be excluded (in which case they are excluded to the maximum extent permitted by law or statute). Save as provided in these terms and conditions and except as aforesaid the seller shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the goods or any software, firmware or any service or failure to correspond to specification or sample or for any damage, cost, expense or loss resulting from such defects or from any work done in connection therewith or for any breach or non-performance of this contract of any nature whatsoever and howsoever caused.
.2 The seller’s liability (if any) whether in contract tort or otherwise in respect of any defect in the goods or any software, firmware or service, or for any breach of this contract or of any duty owed to the buyer in connection herewith, shall be further limited for any claim or series of claims arising from the same cause in the aggregate to the greater of the price invoiced by the seller for the goods, software, firmware or service in question and £5,000.
.3 Nothing in these terms and conditions shall be construed as restricting or excluding in any way the seller’s liability for death or personal injury resulting from its negligence.
.4 The seller shall have no liability for any advice, opinion, guidance, representation or statement made (whether paid for or not, and of whatsoever nature) relating to the goods or any software,
firmware or service or their installation, use or capabilities.
.5 Notwithstanding any other provision of these conditions (including in particular Clauses 6 and 7) the seller shall have no liability:-
(i) for any indirect, consequential or economic loss or damage (including, without limitation, loss of revenue, profit, goodwill, business or other opportunity or anticipated savings) whether caused by negligence or otherwise; or
(ii)if any goods, software or firmware have been altered, repaired or tampered with or (unless specifically approved in the seller’s specifications or literature) connected to or interfaced with any other goods, equipment, system or software.
9.6 It is acknowledged and agreed that these conditions, and particularly the limitations on liability contained in this Clause 9, are fair and reasonable, having regard to all the circumstances, including the price to be paid and the benefits conferred on the buyer by these conditions (and in particular the warranties given in Clauses 6 and 7).
10. Transfer of Risk
Unless otherwise prohibited by law risk in the Goods shall pass to the Buyer upon delivery of the Goods to a courier.
11. Acceptance of Goods
11.1 Unless a consumer, the buyer will be deemed to have accepted the goods unless he rejects them within five days after their receipt at the delivery address. 11.2 The seller shall have no liability for goods delivered in a damaged condition or lost in transit or for shortages in delivery unless:-
(a) in the case of damage or shortage of delivery apparent from visual inspection, details are endorsed by the buyer on the carrier’s delivery note or receipt and notice in writing giving full particulars of the damage or shortage is received by the seller and the carrier within five working days after receipt of the goods at the delivery address and, in the case of damage or shortage of delivery not apparent from visual inspection at the time of such receipt, within twenty working days.
(b) in the case of goods lost in transit, notice in writing of the non-delivery is received by the seller and by the carrier within fourteen days after the date of the advice note or invoice (as the case may be) issued by the seller.
11.3 If shortage of delivery does take place the buyer undertakes not to reject the goods but to accept the goods delivered as part performance of the contract.
11.4 Subject to the buyer complying with Clauses 11.1 or 11.2 (as the case may be) and subject to Clause 10, the seller shall replace or make good any goods rejected by the buyer or delivered in a
damaged condition or lost in transit (or, in lieu thereof, at the option of the seller, shall allow credit to the buyer of the amount of the price of goods lost or rejected or a proportionate amount thereof in the case of goods damaged) but the seller shall have no other liability whatsoever (other than liability for death or personal injury due to the seller’s negligence) including consequential loss in respect of goods rejected by the buyer or delivered in a damaged condition or lost in transit.
12. Site Access and Preparation
12.1 Where the contract includes the provision of Services by the Seller the Buyer shall ensure that the Seller has all necessary access to the site at which the Services are to be performed and that all necessary facilities and services are available to the Seller to enable the Services to be performed.
12.2 Where the Services to be performed under this Contract comprise the installation of the Goods or any part thereof the Buyer shall be responsible for ensuring that all preparatory works have been carried out to the site and that all necessary consents, licences, permissions and approvals have been obtained so as to enable the Seller to carry out the services.
13.1 Unless otherwise stipulated in the contract payment of the price shall be made in cash on the placing of the buyer’s order or, in any case where the seller has granted credit facilities to the buyer, within 30 days from the date of the seller’s invoice. Unless otherwise specifically agreed by the seller in writing, payment shall be made in sterling.
13.2 Where partial delivery is made, the buyer shall be obliged to pay for each instalment separately, if the seller so requires, by invoicing him.
13.3 If payment is not made on the due date the seller shall be entitled to:-
(i) charge interest on the outstanding amount at the rate of 4% above Barclays Bank plc base rate accruing daily;
(ii) require payment in advance of delivery of any undelivered goods;
(iii) refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the buyer for non-delivery or any delay in delivery;
(iv) terminate the contract;
(v) enforce the terms of Clause 15.
13.4 Unless otherwise agreed in writing by the seller the buyer shall not be entitled to exercise any right of set-off or counterclaim against monies owed to the seller for goods invoiced and delivered to him.
14. Insolvency and your account
14.1 This clause applies if:
14.1.1 the Customer makes a composition or voluntary arrangement with its Creditors or enters into administration or goes into bankruptcy or liquidation or sequestration; or
14.1.2 an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Customer;
14.1.3 the Customer ceases or threatens to cease, or carry on business; or
14.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly upon 7 days written notice then;
14.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company may cancel the contract or suspend further deliveries under the contract without any liability to the customer, 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 and in such prevailing circumstances in clauses 14.1.1 – 14.1.3 above or under such reasonable apprehension by the Company under clause 14.1.4, the Company shall in respect of any rebate arrangement with the Customer exercise its unfettered right to offset any sums due from the Customer against any amount on its accounts receivables ledger by way of credit note under any rebate arrangement, in full or part satisfaction of any sum due to the Company by the Customer.
14.3 In respect of clause 14.1.1 above you the Customer undertake to keep us informed upon written 14 day notice of any event or circumstance that places your business in a precarious financial position which may lead to an administration order bankruptcy or liquidation and we the Company undertake to provide written 7 day notice of our intention to exercise our right
under clause 14.1.2
15. Ownership of Goods
15.1 Subject to the following clauses, the goods shall remain the seller’s property until payment in full of the price, interest charges and all other monies due to the seller under this contract and all other contracts between the seller and buyer, notwithstanding any incorporation of the same into a larger piece of equipment.
15.2 The buyer shall be entitled to sell the goods in the ordinary course of business, provided that the proceeds of the sale shall be held in trust for the seller by the buyer (acting as a fiduciary bailee for this purpose only) until payment of all sums due to the seller by the buyer under this contract and all other contracts between the seller and the buyer.
15.3 Should the buyer default in any payment when due the seller will be entitled to repossess all the goods held by the buyer which are still the seller’s property (without prejudice to any other right or remedy arising out of such default in payment) and for this purpose the seller will be entitled to enter upon any land or buildings on or in which the goods may be situated and to remove the same. All costs incurred by the seller in repossessing the goods shall be borne by the buyer.
15.4 Any goods so repossessed shall be sold and the proceeds of sale set off against the amounts due to the seller by the buyer. Any balance remaining of the proceeds of sale shall be paid to the buyer. If the said proceeds of sale are not sufficient the buyer shall remain liable to pay to the seller the amount remaining due together with any interest accruing thereon.
16. Patents, copyright and other intellectual property
The buyer shall indemnify the seller against all damages penalties costs and expenses to which the seller may be liable as a result of work done in accordance with the buyer’s specification which involves the infringement of any copyright, patent, registered design or any other intellectual property right or duty of confidence.
The buyer shall at all times keep inviolate the secrets and business matters of the seller and of any subsidiary or associated company of whose business they may have knowledge or may acquire knowledge and shall not at any time disclose or permit or enable any person or persons to acquire any of the knowledge possessed or acquired by them or specialised methods of design or processes of manufacture carried out by the seller
18. Software Licence, Copyright etc
.1 Any software whether on tape, disc or other reproductive medium or device supplied as part of or in connection with the goods is supplied by way of a perpetual, non-transferable,
non-exclusive licence to the buyer to use such software only for its own purposes in or in respect of the goods. In this connection the buyer shall at the seller’s request execute and deliver such licence-to-use agreements as are appropriate to such software in such form as the seller shall require. The software supplied may be used to make one copy thereof in printed or machine readable form for retention by the buyer for backup purposes. The buyer acknowledges that the copyright and other intellectual property rights in such software are the property of and shall remain with the seller.
.2 Subject to Clause 18.1 and, to the extent that it is not possible at law to contract out of rights derived from the Copyright (Computer Programs) Regulations 1992 (the "Regulations”), the buyer shall not (and shall not permit any other person to) make any alteration to, decompile, translate, adapt, reverse engineer or tamper with any goods or any software or firmware or any literature or information relating thereto (whether in electronic or printed form). If the buyer intends to attempt the decompilation of any software supplied by the seller for any purpose in the exercise of rights derived under the Regulations, the buyer will first give reasonable notice to the seller of its intentions.
In the case of export orders the buyer shall be responsible for obtaining all and any necessary export licence(s). The buyer is also responsible for obtaining any approvals, licences or permissions necessary for the ownership or use of the products. The seller accepts no liability for any loss, damage or expense arising from any delay in obtaining or failure to obtain such licence, approvals or permissions.
20. Determination of Contract
20.1 If the buyer shall make default in or commit a breach of the contract or any other of his obligations to the seller, or if any distress or execution shall be levied upon the buyer’s property or assets, or if the buyer shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the buyer is a limited company and any resolution or petition to wind up such a company’s business shall be passed or presented, or if a receiver of such a company’s undertaking, property or assets of any part thereof shall be appointed (or if any similar or equivalent procedure shall apply to the buyer, irrespective of the nature of its establishment or place of establishment), the seller shall have the right by written notice to the buyer to determine this and/or any other contract then subsisting between the buyer and the seller, and/or suspend further deliveries of goods under this and/or any other contract between the buyer and the seller. Such right shall be without prejudice to any other claim or right the seller may otherwise make or exercise.
21.1 The buyer shall not assign the contract or any benefit under the contract without the consent in writing of the seller, which may if given be on such terms as to guarantee or indemnity or otherwise as the seller thinks fit. However, nothing in this clause shall prevent the Seller from sub contracting the provisions of any Services as it sees fit.
21.2 These conditions and the contract shall be binding upon the seller’s assigns and any successor in business, personal representative or successor by operation of law of the seller.
Notices required to be given to the seller must be in writing and sent by first class post to Stanley House, Bramble Road, Swindon, SN2 8ER, England (or such other address as the seller may from time to time notify). Notices required to be given to the buyer will be sent by first class post to the address specified by the buyer for the consignment of the goods unless a different address is specified for this purpose by the buyer.
Notices shall be deemed to have been delivered on the next business day after the day of posting. In proving service by first class post it shall be necessary to prove that the notice was contained in an envelope which was duly addressed and posted in accordance with this clause.
23. Other Conditions
23.1 (i) Neither party shall be liable to the other for any default hereunder where the same is due to causes beyond the control of the party in default, provided that any party seeking to rely on this provision shall give written notice to the other containing full particulars of the act or matter which it claims has put the due performance of its obligations under the contract beyond its control and provided further, but subject to sub-clause (ii) below, that this sub-clause shall cease to apply when such act or matter has ceased to have effect on the performance of the contract.
(ii) If any act or matter relied upon by either party for the purposes of sub-clause (i) above shall continue for more than six months, the other party shall be entitled to terminate the contract forthwith.
.2 Any waiver or forbearance by the seller of its rights hereunder in respect of any breach by the buyer shall not affect the rights of the seller in the event of a subsequent breach by the buyer.
.3 The seller may monitor or record for quality control or training purposes any communications with the buyer.
.4 Nothing in these conditions or the contract is intended to confer any benefit on any third party (whether referred to by name, class, description or otherwise) or any right to enforce any term of these conditions or the contract.
These conditions and the contract shall be subject to and construed in accordance with English Law, and the buyer is deemed to submit to the non-exclusive jurisdiction of the Courts of England and Wales.