1  BASIS OF CONTRACT

All Sales Contracts of Ingenious Locks & Hardware Ltd (the ‘Seller’) shall be deemed to incorporate these conditions, except in so far as these conditions are varied by any special conditions agreed to in writing between the two parties. Any terms and conditions in the Purchaser’s Order that are inconsistent with these conditions shall have no effect. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these conditions.

2  THE GOODS

Any samples, drawings, descriptive matter or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate indication of the Goods available. Nothing contained in any such catalogue, brochure, drawing or other matter shall be or deemed to be a representation by the Seller or a condition or warranty affecting any Goods sold.

The Supplier reserves the right to amend the specification if required by any applicable statutory or regulatory requirements.

3  PRICES

A quotation for the Goods given by the Seller shall not constitute a full and final offer to sell the Goods at the prices stated. Unless otherwise stated in writing, all such quotations will be valid for a fixed period of thirty (30) business days.

Unless otherwise expressly agreed by the Seller in writing, the price payable for all Goods supplied by the Seller shall be the price ruling at the date of despatch, plus VAT at the rate applicable at that date.

The price for the product assumes that the Purchaser complies with the agreed payment terms. Any non-compliance with the payment terms will lead to a review of the price for any future orders.

4  PAYMENT

Unless otherwise agreed in writing, the Purchaser shall pay the Seller in full on delivery of the goods and within 30 days end of month, unless otherwise agreed. Payment shall be made to the bank account nominated in writing by the Seller.

If the Purchaser fails to make any payment due to the Seller by the contracted due date, the Seller reserves the right to charge interest at a rate that shall be allowed by Government or EEC regulations currently in force at the time, or at a rate of 1.5% per month from the date that the goods fall due for payment to the date that payment is received by the Seller. In any case of default, the Purchaser will also provide the Seller with assistance to repossess the Goods for which payment has not been made.

5  RETENTION TO TITLE OF GOODS

Title of the Goods supplied by the Seller shall not pass to the Purchaser until payment for the Goods has been received in full.

Until title of the Goods has passed to the Purchaser, the Purchaser shall store the Goods in a manner that they remain readily identifiable as the Seller’s property and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.

Goods should be maintained in a satisfactory condition and insured against all risks for their full price from the date of delivery.

6  DELIVERY

Any delivery dates quoted by the Seller are approximate only and time of delivery is not of the essence. The Seller shall make every effort to comply with the dates quoted.

The Seller shall endeavour to comply with any reasonable request by the Purchaser to postpone any stated delivery date but shall be under no enforceable obligation to do so. In the event of any such postponement at the request of the Purchaser, the Purchaser shall pay the Seller on demand all costs and expenses thereby incurred for any additional storage costs.

The Seller will deliver the Goods to the location set out in the order, or such other location as the parties may agree. The Supplier shall not be liable for any delay caused by the Purchaser’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

The supplier shall not be liable for any delay or failure in delivery of the Goods that is caused by a Force Majeure Event.

The Seller will ensure that each delivery of Goods is accompanied by a delivery note that shows the order number to which is refers, the type and quantity of the Goods and the outstanding balance of any remaining Goods to be delivered, if applicable.

When Goods are sold ‘carriage paid’ by the Seller, delivery will be deemed to take place at the moment the goods are lifted from the delivery vehicle. Thereafter, the goods shall be at the risk of the Purchaser in all respects.

7  DAMAGE IN TRANSIT

No claim for goods lost or damaged in transit will be accepted by the Seller unless written notification of such damage is given to the Seller and the Carrier within three (3) days of receipt of the Goods by the Purchaser and all damaged Goods are retained by the Purchaser pending inspection by the Seller and the Carrier.

8  LIABILITY

In placing an order with the Seller subject to these conditions, the Purchaser is deemed to acknowledge that the Purchaser is not dealing as a consumer and that the provisions of these conditions restricting the liability of the Seller are (save as may be notified in writing by the Purchaser to the Seller before the time the order is accepted) fair and reasonable in the light of all circumstances then known to the Purchaser.

All goods supplied by the Seller are warranted fit for the normal purpose for which the Goods are intended. No liability is accepted if the Goods are found not to be fit for any other purpose, whether or not such purpose was made known to the Seller before the Contract was made. Any recommendations made by the Seller in such circumstances are made in good faith but as the conditions of use are outside the control of the Seller, it is for the Purchaser to satisfy himself as to the suitability of the Goods. Save as aforesaid any condition or warranty implied or imposed by law as to the quality, fitness for purpose or otherwise of any Goods supplied by the Seller is hereby expressly excluded and in no circumstances whatsoever shall the Seller be liable to any loss, injury or damage caused or arising whether in contract or in tort (including negligence) save as expressly and to the extent provided in this condition.

If any defect in workmanship or materials shall manifest itself in any Goods supplied by the Seller within six (6) months of the delivery date (provided that said Goods shall not have been subjected to any improper use by the Purchaser during such period) or if the Goods shall within the period be found not to be to specification, the Seller shall have the right at its sole discretion to replace free of cost to the Purchaser (other than the cost of carriage) any such Goods or parts thereof as may be replaced and the Purchaser shall be obliged to accept such replacement in full satisfaction of its claim and shall also return to the Seller at the cost to the Purchaser the original Goods or such defective parts as may have been replaced. If the Seller shall fail to replace such Goods or parts thereof, then any amount recoverable by way of damages from the Seller by the Purchaser shall be limited to the difference between the value of the Goods at the time of delivery to the Purchaser in their actual state and condition and the value they would have had if they had conformed in all respects to the terms of the Contract. In no circumstances whatsoever shall the Seller be under any greater liability to the Purchaser and no claim whatsoever by the Purchaser shall entitle the Purchaser to withhold payment of the price of any Goods; or to any right of set-off against any payment due to the Seller under any Contract made by the Seller and Purchaser; nor would any claim made by the Purchaser entitle the Purchaser to reject any Goods supplied and treat the Contract as repudiated and any remedy of the Purchaser shall be in damages only as herein before provided.

9  FORCE MAJEURE

In the event of any Act of God, outbreak of war, either general or local riot or other civil commotion, strike or lockout or act of decree of any government or any other act, matter or thing beyond reasonable control of the Seller, then the Seller shall not be liable for any injury, loss or damage of any kind thereby or resulting there from and the Purchaser may, at the sole discretion of the Seller, withdraw wholly or in part from the Contract without any liability.

10  INTELLECTUAL PROPERTY

The Purchaser acknowledges and accepts that all intellectual property rights in the Goods are and remain the exclusive property of the Seller or its licensors.

11  JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the construction, validity and performance of this Contract or its subject matter.

12  GENERAL

This Contract constitutes the entire agreement between the parties and supersedes any previous agreements, promises, assurances, warranties and representations between them.

No variation of this Contract shall be effective unless it is in writing and signed by both parties.

13  UK DELIVERY

Standard 2-3 day delivery for all orders over £500 – Free of Charge
Standard 2-3 day delivery for all orders less than £500 – £35
Next day delivery before 10am – £45