1.1 The following definitions apply to these terms and conditions.
Buyer: the person, firm or company who purchases the Goods or the Services from the Company.
Company: Spillard Safety Systems Limited of Company number 02972484 whose registered office is situate at Solutions Hosue, Station Road, Four Ashes, Wolverhampton, WV10 7DB.
Contract: any contract between the Company and the Buyer for the sale and purchase of Goods and/or supply of Services.
Good(s): any goods agreed in the Contract to be sold and or supplied to the Buyer by the Company (including any part or parts of them).
Service(s): means any services agreed in the Contract to be provided to the Buyer by the Company (including any part of them).
2.1 The Company and the Buyer agree that any Contract shall be on these terms and conditions to the exclusion of all other standard terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document) save where the Company has expressly agreed in writing signed by its Director that these terms and conditions do not apply.
3.1 Any dates specified by the Company for delivery of the Goods and/or performance of the Services shall only be estimates and shall not form a contractual obligation, term or warranty, unless expressly stated to be so.
4.1 The Goods are at the risk of the Buyer from the time of delivery.
4.2 Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain with the Company until the Company has received payment of the full price of all Goods and/or Services the subject of any Contract to which these conditions apply; and
4.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
4.4 The Buyer’s right to possession of the Goods shall terminate immediately if:
4.5 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
5.1 Payment of the price of the Goods and/or Service is due 30 days from the last day of the month in which the Company issues its invoice.
5.2 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
6.1 With respect to Goods the Company warrants that (subject to the other provisions of these conditions) upon delivery, the Goods shall:
6.2 With respect to Services the Company warrants (subject to the other provisions of these conditions) that it shall carry out the Services with reasonable care and skill (within the meaning of the Supply of Goods and Services Act 1982).
6.3 The Company shall not be liable for a breach of any warranty unless:
6.4 If any of the Goods do not conform with any warranties in condition 6.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate.
6.5 If any of the Services do not conform with any of the warranties in condition 6.2 the Company shall at its option re-perform the Service or the defective part of the Service or refund of the price paid for the defective Services or in the event that part of the Services have been performed defectively the refund of such part of the price paid in proportion to the part of the Service it is claimed has been defectively performed.
6.6 If the Company complies with condition 6.4 or 6.5 it shall have no further liability for a breach of any of the warranties in condition 6.1 or 6.2 in respect of such Goods or Services.
7.1 Subject to clause 6 and clause 7.5 the following provisions set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
7.2 the Buyer’s sole remedy as against the Company shall be limited at the Company’s election to:
7.3 The Company shall not be liable for:
7.4 The Company’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of any individual Contract shall be limited to £200,000.
7.5 Nothing in these conditions excludes or limits the liability of the Company:
7.6 Where the Company is dealing with a consumer the statutory rights of the consumer shall not be adversely affected by any of these conditions.
8.1 The Buyer shall:
8.2 The Buyer shall ensure that any person associated with the Buyer who is performing services or providing goods under any Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Buyer in this clause 8 (Relevant Terms). The Buyer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Company for any breach by such persons of any of the Relevant Terms.
8.3 For the purpose of this clause 8, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 8 a person associated with the Buyer includes but is not limited to any sub contractor of the Buyer.
9.1 If any provision (or part of a provision) of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
9.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
10.1 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
11,2 The Buyer acknowledges and agrees that notwithstanding any purchase of Goods and/or Services from the Company that the data and CCTV images created by any Spillard Live enabled cameras shall belong absolutely to the holder of the Spillard Live licence. The Buyer of the Spillard Live Camera hardware shall not be entitled to any such data or images: