Terms and Conditions

FORTRESS INTERLOCKS LIMITED - CONDITIONS OF SALE

1. Interpretation

1.1 In these Conditions:
"Buyer"  means any person, firm or company who accepts a Quotation of the   Seller or whose order is accepted by the Seller in writing
"Goods" means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions
"Seller" means Fortress Interlocks Limited (registered in England under number 1312085) whose registered office is at 2 Inverclyde Drive, Wolverhampton, West Midlands, WV4 6FB, ENGLAND
"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller
"Contract" means the contract for the purchase and sale of the Goods
"Writing" includes facsimile transmission e-mail and comparable means of communication
“Quotation” means any price quotation provided by an authorised representative to the Buyer whether written or otherwise
“Sales Literature” shall include any brochure, catalogue, web-site/page or any other marketing/promotional material or any other literature material in connection with Fortress Interlocks
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

2.1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order which is accepted by 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
2.1.2 A Quotation does not constitute a binding offer and the terms of the Quotation may be changed by the Seller without notice at any time up until the Seller accepts in writing an order from the Buyer
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the 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 or use or suitability 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 recommendation 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. Orders 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
3.3.1 The Buyer shall be responsible for and entirely at his own risk with regards to the choice, use and application of the Goods.
3.3.2 The Buyer must satisfy itself that the Goods are suitable for their purpose and conform with any applicable UK, EU, or International safety, quality, technical or any other standards or regulations.
3.3.3 It’s the users responsibility to implement proper management controls and risk assessment for the use of master and spare keys to mitigate the defeat of trapped key systems: ISO/TS 19837 can offer further guidance.
3.4 The quantity quality and description of and any specification for the Goods shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller)
3.5 The Buyer’s instructions specifications, provided to the Seller shall be deemed to be correct.
3.6 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 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
3.7 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory, EU, International or other requirements or where the Goods are to be supplied to the Seller's specification changes which do not materially affect their quality or performance
3.8 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) damages charges and expenses incurred by the Seller as a result of cancellation
3.9 The Seller may amend correct or vary any Sales Literature without notice and without any liability on the part of the Seller. The Seller accepts no liability for any inaccuracy or misleading statements made in the Seller’s Sale Literature
3.10 All specification, drawings and particulars of weight and dimensions submitted within the Seller’s Quotation and tenders are approximate where tolerances are not shown

 

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 listed in the Seller's published price list  current at the date of acceptance of the order  Where the  Goods are supplied for export from the United Kingdom the Seller's  published export price list shall apply 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 increase in the costs of labour materials or other costs of manufacture) any change in delivery dates quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in Writing between the Buyer and the Seller all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises the Buyer shall be liable to pay the Seller's charges for transport packaging and insurance
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller

 

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 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 Should the Buyer request any change, alteration, specification, then any additional charge occasioned by such alterations, all changes may be added to the price of any Goods as yet un-invoiced.
5.3 The Buyer shall pay the price of the Goods within thirty days from the end of month following date of invoice, and the Seller shall be entitled to recover the price 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 of  the essence of the Contract Receipts for payment will be issued only upon request
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 any 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 other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and
5.4.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 3% per cent per annum above Lloyds TSB 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 purposes of calculating interest) and in addition to the express rights herein set out the Seller shall have the right to have the benefit at all times should the Buyer desire from time to time of the Commercial Debts (Interest) Act 1998

 

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 delivering the Goods to that place
6.2 Any dates quoted for delivery of the Goods are approximate 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 by the Seller in writing The Goods may be delivered by the Seller in advance  of  the  quoted delivery date upon giving reasonable notice to the Buyer
6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated
6.4 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 cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods subjectto clause 8 hereof
6.5 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) then without prejudice to any other right or remedy available to the Seller the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage or
6.5.2 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 provided the price has been paid in cleared funds in full 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's 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 Goods to be delivered otherwise than at the Seller's premises at the time of delivery or if the Buyer 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 in 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 but 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 moneys 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 and the Buyer shall appoint the Seller and it’s agents as it’s irrevocable attorney for this purpose
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 moneys 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 liability

8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification for a period of twelve months from the date of delivery
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 defects in the Goods arising from any drawing, design, specification supplied by the Seller or prepared by the Seller in accordance with instructions from the Buyer
8.2.3 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 Seller's instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Seller's approval
8.2.4 The Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid in cleared funds by the due date for payment
8.2.5 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 Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions
8.5 Any claim by 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 seven 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 if 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 a specification 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 a  proportionate part of the price) but the Seller shall have no further liability to the Buyer
8.7.1 The following provisions set out the Sellers entire liability (including any liability for acts and omissions of its employees agents and sub-contractors) to the Buyer in respect of:
(i) any breach of its contractual obligations arising under the Contract
(ii) any representation statement or tortious act or omission including negligence arising under or in connection with the Contract

AND THE BUYERS ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 8

8.7.2 Any act or omission on the part of the Seller or its employees agents or sub-contractors falling within clause 8.7.1 above shall for the purposes of this clause
8.7 be known as an "Event of Default"
8.7.3 The Seller shall accept liability to the Buyer for death or injury resulting from its own or that of its employees' agents or sub-contractors negligence up to a maximum of one million pounds
8.7.4 The Seller's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the Contract price in the case of an Event of Default
8.7.5 Subject to clause 8.7.3 above the Seller shall not be liable to the Buyer in respect of any Event of Default for loss of profit goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or the Seller had been advised of the possibility of the Buyer incurring the same
8.7.6 If a number of Events of Default give rise substantially to the same loss they shall be regarded as giving rise to only one claim under these Conditions
8.7.7 The Buyer hereby agrees to afford the Seller not less than 30 days in which to remedy an Event of Default hereunder
8.7.8 Except in the case of an Event of Default arising under 8.7.3 above the Seller shall have no liability to the Buyer in respect of any Event of Default unless the Buyer shall have served notice of the same upon the Seller within three months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become aware
8.7.9 Nothing in this clause 8.6 shall confer any right or remedy upon the Seller to which it would not otherwise have been legally entitled
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 bye-laws prohibitions or 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 lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of 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. Indemnity
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent copyright design trade mark or other industrial or intellectual property rights of any other person then unless the claim arises from the use of any drawing or specification supplied by the Buyer the Seller shall indemnify the Buyer against all loss damages costs and expenses awarded against  or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim provided that:
9.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim
9.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations
9.1.3 except pursuant to a final award the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld)
9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do)
9.1.5 the Seller shall be entitled to the benefit of and the Buyer shall accordingly account to the Seller for all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim and
9.1.6 without prejudice to any duty of the Buyer at common law the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss damages costs or expenses for which the Seller is liable to indemnify the Buyer under this clause

10. Insolvency of buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the  purposes of amalgamation or reconstruction) or
10.1.2 an encumbrancer takes possession  or a receiver is appointed  of any of the property or assets of the Buyer or
10.1.3 the Buyer ceases or threatens to cease to carry on business or
10.1.4 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
10.2 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 price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary

11. Export terms
11.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if  there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail
11.2 Where the Goods are supplied for export from the United Kingdom the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any dutiesthereon
11.4 Unless otherwise agreed in Writing between the Buyer and the Seller the Goods shall be delivered free-on-board the air or sea port of shipment and the  Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979
11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller's premises before shipment The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit

 

12. General

12.1 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 other provision
12.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable 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
12.3 The Contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts

 

13. ANTI-BRIBERY CLAUSE -

13.1 The Buyer will
13.1.1 Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:
13.1.1.a Local and national laws in the territories in which it operates.
13.1.1.b The UK Bribery Act 2010.
13.1.1.c The US Foreign Corrupt Practices Act 1977.
13.1.1.d The UN Convention Against Corruption.
13.1.2 Comply with the Halma p.l.c. Group Code of Conduct relating to bribery and corruption which may be found on the Halma website (www.halma.com).
13.1.3 Have in place its own policies and procedures to ensure compliance with this Clause.
13.1.4 Ensure that all parties with which it is associated or who are providing goods or services in connection with any contract governed by these Terms (including subcontractors, agents, consultants and other Intermediaries) are aware of and comply with the requirements of this Clause.
13.1.5 Maintain complete and accurate records of all transactions and payments related to any contract governed by these Terms and, on reasonable request, disclose details of those transactions and payments to the Company.
13.1.6 On reasonable request confirm in writing to the Company that it has complied with the requirements of this Clause.
13.1.7 Immediately inform the Company if it suspects or becomes aware of any breach of this Clause by one of its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach.
13.2 The Buyer will indemnify, keep indemnified and hold harmless (on a full indemnity basis) the Company against all costs, expenses and losses that the Company incurs or suffers as a result of any breach by The Buyer of any of its obligations under this Clause. This indemnity will not apply to any fine levied on the Company as a result of the Company’s criminal liability.
13.3 If The Buyer breaches Clauses 13.1 and 13.2 above the Company shall have the right to terminate any contract governed by these Terms without notice and with immediate effect and will be in no way liable to The Buyer in respect of such termination for payment of damages or any other form of compensation.

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