Terms and Conditions of Quotation and Sale

Please read these terms and conditions carefully. A legally binding agreement is created between you the ‘Buyer’ and Revader Security Limited the ‘Seller’ when you place an order and the date of issue of the order will be the commencement date of the legal agreement between you and Revader Security Limited.

1. Contracts

a) Contracts are made and orders are accepted only upon and subject to these Terms and Conditions. All other conditions are hereby excluded unless expressly accepted in writing by the Seller. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or any other documentation issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2. Prices

a) Unless expressly stated otherwise in any quotation issued by the Seller to the Buyer, all prices quoted are expressed in Pounds Sterling net and exclude Value Added Tax and the cost of delivery. Any other applicable sales taxes or excise duties shall be payable by the Buyer.

b) In the event of the Buyer cancelling a part of the order, the Seller reserves the right to revise the price or prices quoted for goods already delivered.

c) The Seller reserves the right to review the contract price(s) in the event that fluctuation in the rates of foreign exchange has an effect on the cost of raw materials, parts or components.

3. Delivery by the Seller

a) Delivery of goods may take place directly by the Seller or by a third party appointed to act as the Seller’s agent.

b) 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 and expressly agreed by the Seller in writing. The Seller reserves the right to deliver goods by installments and in such event each installment shall be treated as a separate contract.

4. Delivery by the Buyer

a) Delivery of the goods shall be made by the Buyer collecting the goods at the Seller’s premises at an agreed 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, by the Seller delivering the goods to that place.

b) If the Buyer fails to take delivery of the goods, then, without prejudice to any other right or remedy available to the Seller, the Seller may: i) Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or ii) Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) or charge the Buyer for any shortfall below the price under the contract.

5. Damage, Loss, Short Delivery & Repair

a) Risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the goods, the time when the Seller has tendered delivery of the goods. For the purpose of this Clause, ‘delivery’ shall mean the arrival of the goods at the place of delivery of the Buyer where delivery is by the Seller or their agents, or the safe loading of the goods into the Buyer’s vehicles at the Seller’s premises where delivery is through collection by the Buyer.

b) On delivery, the Buyer shall examine the goods for defects and completeness. Thereafter, no claim for damage in transit, for shortage in delivery or loss of goods will be entertained unless a separate notice in writing is given to the Seller within three days of the receipt of the goods.

c) The Seller shall not in any circumstances be liable, whether in contract or not, to the Buyer for any indirect or consequential loss or damage (including, without limitation, loss of profits, loss of contracts, damage to property or reputational harm) or for any claim against the Buyer by any third party, whether or not any good is operational or subject to failure or under repair or due for replacement. The Seller’s liability for damage or non-delivery of goods shall in any event be limited to the repair or replacement of goods within a time period of the Seller’s discretion (or at the Seller’s option, refunding the price thereof) whether the damage or non-delivery is due to the Seller’s negligence or otherwise.

d) For a period of 24 months following the order date, the Seller undertakes to repair goods without charge within a time period of the Seller’s discretion in the event only of product failure as a result of a proven manufacturing defect. The Seller is expressly not liable to undertake the repair or replacement of goods where: (i) any ordered good has been disassembled, reconfigured or where an unauthorised repair has been attempted or undertaken by the Buyer or any of their agents or representatives; or (ii) where failure is the full or partial result of excessive wear and tear, accidental damage, incorrect installation, improper use or improper transportation; or (iii) where the Buyer has not maintained or serviced the goods in accordance with the manufacturer’s recommendations, which can be found in the applicable manual or handbook, copies of which can be provided by the Seller on the request of the Buyer.

e) The Buyer is in any event responsible for all costs associated with the return of any good to the Seller for repair, replacement, improvement or alteration of any kind.

f) If the Buyer wishes to repair or alter the configuration or use of the goods themselves, and is deemed to have at their disposal suitably qualified persons to undertake such work, then the Seller at their discretion may supply the necessary parts for repair or alteration to take place and provide instructions for that repair or alteration. In any event, the Seller is not responsible for the outcome of the repair or alteration nor will the Seller be liable for that repair or alteration thereafter.

g) The Seller is under no obligation to undertake repair or replacement of any good under any circumstances once a period of 24 months following the order date has expired.

6. Quotation Terms

Quotations are valid for a period of 30 days from the date of issue. Any quotation either verbal or in writing is not an offer & may be withdrawn or modified any time by the Seller. The Seller disclaims, either expressed or implied, including but not limited to, merchantability, fitness for a particular purpose, title & non-infringement arising out of any quotation. The Seller shall not be liable for any loss of data, loss of production, loss of profit, loss of use, loss of contracts or any other consequential, economic or indirect loss whatsoever.

7. Credit Agreements

a) Where the Seller has granted the Buyer a credit facility, the price for the goods and/or services shall be paid by the Buyer within the period stated on the final quotation (the due date) 

b) If the Buyer orders goods or services from the Seller in excess of the Buyer’s credit limit, the Seller at their discretion, may require payment in advance, on delivery or at any time following delivery for such excess of goods or services absolutely.

8. Terms of Payment

a) Unless credit facilities have been granted to the Buyer or unless otherwise specifically provided in writing, the price for the goods shall be paid by the Buyer in advance or on delivery and in default, the Seller shall be entitled to withhold delivery until payment. If the Buyer is in default, the Seller shall be entitled to charge and recover interest from the Buyer on the price of goods calculated at the rate of eight per cent per annum above the HSBC Bank plc base rate from time to time from the due date.

b) The discounts allowable to the Buyer are those shown on the Seller’s final quotation only, and unless otherwise expressly agreed in writing, no other discounts or commissions are to become due or allowable to the Buyer.

9. Late payment

a) When payment of any of the Seller’s invoices is overdue, the Seller may suspend its performance of the contract to which the invoices relates and/or of any other contract then subsisting between the Seller and the Buyer.

b) In the event of legal action being taken by the Seller against the Buyer for breach of payment obligations herein, the Buyer shall be responsible for all costs and disbursements incurred by the Seller on a full indemnity basis.

10. Property

a) Notwithstanding delivery and the passing of risk in the goods or any other provisions 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 by the Seller to the Buyer for which payment is then due.

b) 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. Until that time, the Buyer shall be entitled to resell or use the goods in 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 monies or property of the Buyer and third parties, and, in the case of tangible proceeds, properly stored, protected and insured.

c) 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 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.

d) 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 monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

11. Customer cancellation of orders

a) Contracts and orders and parts thereof may be cancelled only by the Seller’s written acceptance of such cancellation. Where the Seller accepts such cancellation, the Seller reserves the right to charge the Buyer with the amount of any losses or expenses directly or indirectly resulting from such cancellation.

b) Where the Seller does not accept such cancellation, the Seller reserves the right to recover the invoice price from the Buyer and charge the Buyer with additional losses both direct and indirect resulting from such cancellation. In any case where the Seller has needed to place a deposit with a manufacturer or supplier in respect of an order, the Seller may require the Buyer to reimburse such sum in the event of cancellation.

12. Force majeure

a) 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 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 control:

i) act of God, explosion, flood, tempest, fire or accident;

ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition;

iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;

iv) import or export regulations or embargoes;

v) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party;

vi) difficulties in obtaining raw materials, components, parts, labour, fuel or machinery;

vii) power failure or breakdown in machinery.

13. Insolvency or Bankruptcy

The Seller shall have the right to terminate the contract forthwith where the Buyer becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a Receiver to be appointed or being a body corporate enters into liquidation or administration in any of which cases the Seller shall have no further obligation hereunder and the price for all goods and services delivered and work done shall become immediately due and payable.

14. Law applicable

These conditions shall be governed and construed in accordance with English law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.