"Acceptance" the express act by the Customer to accept the Products and/or Services delivered by Company, at which point title and risk passes to the Customer.
"Company" means Safariland UK or any of its affiliated companies;
"Contract" means any Contract or Purchase Order between Company and the Customer incorporating these conditions for the sale of Products and/or the provision of the Services;
"Customer" means the person or entity whose order for Products and/or Services is accepted by Company;
"Liability" means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities including but not limited to any claims under an indemnity;
"Order" means the same as Contract;
"Products" means any products and/or goods ordered from Company by the Customer or to be supplied by Company to the Customer and/or any goods, products and/or materials which are utilized in the performance of the Services and in which title is intended to pass once the Services have been completed;
"Services" means the services and/or work to be performed by Company for the Customer;
2. BASIS OF SALE
2.1 The following conditions of sale shall apply to all Contracts between "the Company" and the Customer and shall override any other terms or conditions, stipulated, incorporated or referred to by the Customer whether in the order or in any negotiations unless expressly accepted in writing by the Company. If the terms and conditions of the Customers order are in any way inconsistent with these conditions the Company's acceptance of the Customers order shall constitute a counter-offer and the Customer shall be deemed to have accepted these conditions unless it notifies the Company to the contrary within five days of receiving the Company's acceptance of the order.
2.2 No variation to these conditions shall be binding on Company unless contained in Company's quotation or agreed in writing between the Customer and an authorized representative of Company.
2.3 Company's employees, sub-Contractors and/or agents are not authorized to make any representations or warranties concerning the Products unless confirmed by Company in writing.
2.4 The Customer acknowledges that it does not rely on any representation and/or warranty which have not been made in accordance with these conditions.
2.5 Sales Literature, price list and other documents issued by the Company in relation to the products sold are subject to alteration without notice and do not constitute offers to sell products which are capable of acceptance. An order placed by the Customer may not be withdrawn, cancelled or altered prior to acceptance by the Company and no Contract for the sale of the products shall be binding on the Company unless the Company has issued a quote.
3. ORDERS AND CONTRACTS
3.1 Quotations are not binding unless a Customer Order is placed and accepted by Company (unless stated otherwise) within 30 days of the date of quotation or tender and shall remain valid for a period of 90 days unless otherwise specified by Company. Sales Literature, price list, quotations and other documents issued by the Company in relation to the products sold are subject to alteration. Quotations may be withdrawn by Company at any time during this period by oral or written notice.
3.2 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3.3 No order shall be binding until accepted in writing by the Company. The Company shall not be bound to accept changes to the specifications after the Customer order has been accepted but shall endeavor, subject to agreement of any necessary revision to the price and the delivery and/or completion date, to meet any reasonable request by the Customer for such changes.
3.4 Dimensions weights drawings models and shipping volumes stated in the tender are intended as a general guide only and must not be taken as binding in detail.
4. DELIVERY AND ACCEPTANCE
4.1 Delivery of the products shall be made by the Company delivering the products to the place in the United Kingdom specified in the Customers order or such address as shall be notified when the products are ready for delivery.
4.2 Delivery term is FCA. U.K. port, (INCOTERMS 2010) unless. Where the Company has agreed to ship goods outside the United Kingdom, the Company Title and risk passes to the Customer at delivery, when the product is made available by Company to the freight forwarder. The Company shall not be obliged to give notice under Section 32(3) of The Sale of Goods Act, 1979. The Customer shall be responsible for paying all customs and other duties charges and taxes for complying with all regulations governing admission of the goods into the country of destination and for obtaining all such foreign licences as may be necessary to import the goods. The Company will take out consular documents on behalf of the Customer, who must state how the goods are to be declared, but if the Customer does not furnish the necessary instructions the goods will be declared by the Company as it shall deem fit, the Customer being responsible for any fines or other charges imposed as a result of errors or incorrect declarations. The cost of taking out consular documents shall be borne by the Customer.
4.3 Formal Acceptance by Customer occurs at delivery, in accordance with clause 4.2.
4.4 Dates for delivery are estimates only and are not guaranteed unless previously agreed to in writing. Company will use all reasonable commercial practices to ensure delivery on the dates specified. These dates are subject to change. In this event Company, will endeavor to provide reasonable notice of any such delays as soon as practicable.
4.5 Where Products are to be delivered in installments, each delivery shall constitute a separate and distinct Contract and failure by Company to deliver, or any claim by the Customer in respect of, any installment shall not entitle the Customer to repudiate and/or terminate this Contract as a whole.
4.6 If the Customer refuses to take delivery of any Products or any part of them on the delivery date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the products to be delivered on that date, the Company shall be entitled upon given written notice to the Customer to store or arrange for the storage of the products. At such time risk shall pass to the Customer, and delivery shall be deemed to have taken place. The Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from such failure.
The Customer or its representatives shall have the right to inspect the Goods to be supplied and/or Services to be performed under the Contract at the Company's and/or sub-Contractors premises. The Customer or its representatives shall be afforded sale access at all reasonable times for the purpose of inspecting the Goods and/or Services. No such inspection or failure to inspect or payment by or on behalf of the Customer shall relieve the Company of any responsibilities or liabilities in connection with the Goods or Services or be interpreted in any way to imply acceptance thereof by the Customer. The Customer shall be entitled to reject and return at the Company's expense and risk any Goods which are not in accordance with the Contract whether or not any prior inspection as taken place.
6. RISK AND RETENTION OF TITLE
6.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
6.1.1 in the case of Goods to be delivered at the Company's premises, the time when the Company notifies the Customer that the Goods are available for collection; or
6.1.2 in the case of Goods to be delivered otherwise than at the Company's premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods.
6.3 Sub-Clause 6.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the Contract Price of the Goods and any other goods supplied by the Company and the Customer has repaid all moneys owed to the Company, regardless of how such indebtedness arose.
6.4 Until payment has been made to the Company in accordance with these Terms and Conditions and the Contract and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as Bailee for the Company and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Company and shall insure the Goods against all reasonable risks.
6.5 The Customer 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 Company, but if the Customer does so all money owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
6.6 The Company reserves the right to repossess any Goods in which the Company retains title without notice. In the event of repossession, the Customer shall deliver to the Company all goods in which title has not passed, the cost of which shall be borne by the Customer.
6.7 The Customers right to possession of the goods in which the Company maintains legal and beneficial title shall terminate if:
6.7.1 The Customer commits or permits any material breach of its obligations under these conditions;
6.7.2 The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.
7.1 Any specification supplied by Company to the Customer shall only be approximate unless agreed by Company in writing.
7.2 The quantity, quality, description and/or specification for the Products and/or the Services shall be that set out in Company's quotation (if agreed by the Customer) or the Customer's order (if agreed by Company) unless otherwise agreed in writing by the parties.
7.3 The Customer is responsible for checking the quotation and satisfying itself that any specification given is accurate and adequate for the Products and/or Services.
7.4 Details and/or specifications in any Brochure, on any Website or in any price lists (including but not limited to technical data, dimensions and weights produced by Company) are intended as a guide only and only give a general approximation of the Products and/or Services.
7.5 The Customer agrees to indemnify and keep indemnified Company against any Liability arising out of Company's use of specifications, details and/or drawings supplied by the Customer.
7.6 Company reserves the right to make changes to the specification of the Products and/or Services at any time provided that they do not have a material adverse effect on the quality and/or performance of the Products and/or the Services.
7.7 If Company does make changes to the specification of the Products and/or Services which have a material adverse effect then the Customer shall have the right to cancel the affected Contract without Liability.
7.8 Company reserves the right to withdraw Products from a Brochure or from a Website at any time. Where a Product has been withdrawn and/or is no longer available, Company shall be entitled to (where possible) offer the Customer a reasonable alternative. If Company does withdraw a Product from a Brochure and/or a Website and no reasonable alternative is available, the Customer shall have the right to cancel the Contract without Liability.
8. PRICE AND PAYMENT
8.1 The price of the Products will be as shown in the appropriate Company price list or as quoted, which may be amended from time to time. The price will be the current price at the date of the acceptance of the order or as set out in a valid quotation. All payments shall be made in the currency specified on the quote.
8.2 Where payment has been arranged by means of a Letter of Credit, the Customer will establish a Confirmed Irrevocable Letter of Credit payable in the agreed upon currency by drafts at sight for 100% of the invoice value. All bank and other charges will be payable by the Customer and the Letter of Credit will provide for pro-rata payments in the event of a partial delivery of goods.
8.3 Where payment has been arranged by means of Bills of Exchange such Bills will be subject to an interest charge at the rate of 2% above the Company's Bankers' Base Rate from time to time in force all negotiating charges being payable by the Customer.
8.4 Where goods are shipped "cash against documents (Foreign Port)" all bank and other charges abroad are payable by the Customer.
8.5 Company's prices are exclusive of any applicable VAT or other sales tax for which the Customer shall additionally be liable.
8.6 Where goods suffer from minor defects only the Customer shall not be entitled to withhold payment in whole or in part. The Company will not be liable for errors in delivery or despatch unless a claim in respect of such errors is made within 14 days of delivery as defined above.
8.7 Title to the goods shall pass, only when payment has been made in full for all goods sold under the contract but in the case of delivery by instalments title to the goods comprised in an instalment shall pass when payment has been made in full for all the goods comprised in that instalment.
8.8 Company's terms of payment shall be established at time of Order confirmation, subject to Company's credit policy and more specifically, the terms of credit offered by Company to the Customer. Time for payment shall be of the essence. Also, Company may, in its sole discretion, impose special credit restrictions at any time before accepting, fulfilling or completing any order(s) from Customer.
8.9 Unless otherwise specified in writing, all invoices hereunder are due and payable by Customer in full within thirty (30) days of the date of invoice, without deduction or set-off. Customer shall not withhold undisputed portions of payments due under an invoice. Payments not received within thirty (30) days of the invoice date shall be considered overdue. In addition to any other rights and remedies available to the Company, at law or otherwise, unpaid overdue invoices shall be subject to a late payment charge of (2%) above the Company's Bankers' Base rate from time to time in force. Customer agrees to reimburse Company for its attorneys' fees, court costs, and any other costs reasonably incurred in collecting delinquent payments.
8.10 The Customer shall pay all sums due to Company under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
8.11 Payment shall not be deemed to be made until Company has received either cash or cleared funds in respect of the full amount outstanding.
8.12 Company shall be entitled to render an invoice to the Customer in accordance with any payment terms agreed between Company and the Customer and/or at any time on or after delivery/part delivery of the Products.
8.13 If payment in full is not made to Company when due then Company may withhold or suspend future or current deliveries of the Products and delivery and/or performance under any other agreement with the Customer.
9. LIMITATION OF LIABILITY
9.1 Company shall have no Liability:
- For defective Products and/or Services where the defect has been caused or contributed to by the Customer to the extent so contributed, including but not limited to where the Customer continued use of defective Products and/or Services;
- For any loss and/or damage suffered by the Customer as a result of late delivery of the Products and/or late performance of the Services;
- If the price for the Products and/or the Services has not been paid in full by the due date for payment;
- For defective Products and/or Services, Products not dispatched or Products damaged or lost in transit unless the event is notified to Company within the appropriate time limit set out in this Contract; and
9.2 The Customer shall give Company a reasonable opportunity to remedy any matter for which Company is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so Company shall have no Liability to the Customer.
9.3 Company shall have no Liability to the Customer for any:
- consequential losses;
- loss of profits and/or damage to goodwill;
- economic and/or other similar losses;
- special damages and indirect losses; and/or
- business interruption, loss of business, Contracts, opportunity and/or production
9.4 Company's total Liability to the Customer shall not exceed the Contract price. To the extent that any Liability of Company to the Customer would be met by any insurance of Company then the Liability of Company shall be extended to the extent that such Liability is met by such insurance.
9.5 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of: (i) Liability for breach of Contract and/or these Conditions of Sale;
- Liability in tort (including negligence);
- Liability for breach of statutory duty; and
- Liability for breach of Common Law except clause 9.4 above which shall apply once only in respect of all the said types of Liability.
9.6 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
9.7 Nothing in these conditions excludes or limits the liability of the Company: for death or personal injury caused by the Company's negligence; or for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
10. SUB CONTRACTING
The Company reserves the right to sub-contract the fulfilment of the order or any part thereof or any other work it is obliged to carry out under these conditions.
11. GUARANTEE AND EXCLUSIONS
The following guarantee is to the extent permitted by law given in Lieu of and to the exclusion of any guarantee condition or warranty express or implied whether by statute or otherwise. (a) If any defect of workmanship or material is disclosed in the goods within one month from the date of delivery as defined in clause 9 hereof, and notice of such defect is given to the Company and the defective part returned to the Company at the Customer's risk and expense immediately upon discovery of such defect, the Company will at its own costs and at its own option replace or repair the defective part. (b) All costs of dismantling defective parts and installing new or repaired parts and of carnage are excluded from this guarantee and are payable by the Customer. (c) The Company's liability arising out of the supply of the goods shall not except in cases where energy savings are expressly guaranteed by the Company exceed the cost of the goods accepted back by the Company under the terms hereof and the Company will in no circumstances be liable for any consequential damage loss or expense however caused whether arising directly or indirectly from the defect. (d) The Company accepts no liability for defects in the goods arising in any way whether directly or indirectly from the incorporation therein or fitment thereto of articles or equipment not manufactured by the Company and incorporated in the goods at the express direction of the Customer (not having been induced in the Company's initiated offer to the Customer. (e) This guarantee shall apply only to faulty workmanship or material and shall not apply to defects due to wear and tear neglect or use of the goods for any purpose other than that for which they are designed.
12. CONFIDENTIALITY, PUBLICATIONS AND ENDORSEMENTS
- The parties agree that they will (i) hold the Confidential Information disclosed by either party in confidence, and (ii) not use such Confidential Information for any purpose except as intended by the terms of this Agreement. The receiving party shall protect and prevent the unauthorised use, dissemination, or publication of Confidential Information disclosed by the other party by using the same degree of care it would use in protecting its own confidential information.
- The receiving party's obligations with regard to Confidential Information will not apply to the extent that it can document that information disclosed: (i.) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public other than by breach of this Agreement by the receiving party or its agents; (ii.) was acquired by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as evidenced by receiving party's written records; (iii.) is hereafter rightfully furnished to receiving party without restriction as to use or disclosure by a third party authorised to make such disclosure; (iv.) is information that was independently developed by the receiving party without reference to the Confidential Information disclosed by the disclosing party, as evidenced by receiving party's written records; or v. is disclosed with the prior written consent of the disclosing party.
- In the event the receiving party is required by law, regulation or a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body having proper jurisdiction, to disclose any of the Confidential Information disclosed by the disclosing party, the receiving party will promptly notify the disclosing party in writing of the existence, terms and circumstances surrounding such required disclosure so that the disclosing party may seek a protective order or other appropriate remedy from the proper authority. The receiving party agrees to cooperate with the disclosing party in seeking such order or other remedy. The receiving party further agrees that if it is required to disclose Confidential Information, it will furnish only that portion of the Confidential Information that is legally required to be furnished and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information.
- Any breach (actual, threatened or intended) of the confidentiality obligations hereunder, will cause the disclosing party irreparable harm without an adequate remedy at law and shall entitle the disclosing party to seek immediate injunctive relief from any court having jurisdiction.
- Neither party shall make any press releases or public statements regarding or mentioning the other party or this Agreement without prior written approval from the other party.
12.1 The Customer will not use or authorise or permit any other person to use any name, trademarks house mark, emblem or symbol which the Company is licensed to use or which is owned by the Company upon any premises note paper visiting cards advertisement or other printed matter or In any other manner whatsoever unless such use shall have been previously authorised in writing by the Company and (where appropriate) its licensor;
12.2 The Customer will use all reasonable endeavours to ensure compliance with this Condition by its employees, servants and agents.
12.3 This Condition shall survive the termination of the Contract.
13.1 Any notices required or permitted pursuant to the Contract shall be given to the appropriate party at the address specified in the Contract or at such other address as the Party shall specify in writing.
13.2 Communications shall be deemed to have been received: if sent by first class post, two Business Days after posting (exclusive of the day of posting); or if delivered by hand, on the day of delivery; or if sent by fax or electronic mail on a Business Day prior to 4:00 p.m., at the time of transmission and otherwise on the next Business Day.
14. FORCE MAJEUR
14.1 Company shall have no Liability to the Customer for any delay in performance of this Contract to the extent that such delay is due to any events outside Company's reasonable control including but not limited to acts of God, war, flood, fire, labor disputes, subcontractor delays, shortages of stock and/or raw materials, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If Company is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
14.2 Company's total Liability to the Customer shall not exceed the Contract price. To the extent that any Liability of Company to the Customer would be met by any insurance of Company then the Liability of Company shall be extended to the extent that such Liability is met by such insurance.
14.3 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
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.
17. THIRD PARTY RIGHTS
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
18. CONSUMER RIGHTS
The provisions of these Terms and Conditions are in addition to and do not affect the Customer's statutory rights as a consumer.
19. GOVERNING LAW AND JURISDICTION
Customer 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 this Agreement or its subject matter or formation (including non-contractual disputes or claims). Customer waives the right to have any dispute arising hereunder brought or tried elsewhere. Company and Customer further agree that the prevailing party in any litigation concerning this Agreement or the breach thereof shall be entitled to recover reasonable attorneys' fees and costs in addition to any other damages awarded. This Agreement and any other related documents may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument binding on the parties hereto.
20. DATA PROTECTION
20.1 Where Company receives any personal data (as defined by General Data Protection Regulation (GDPR)) from Customer it shall ensure that it fully complies with the provisions of the GDPR and only deals with the data to fulfil its obligations under the Contract.
20.2 Company shall indemnify Customer for any breach of the GDPR which renders the latter liable for any costs, claims or expenses.
20.3 In fulfilment of its obligations under the GDPR the Company shall each have such systems in place to ensure:
- Full compliance with the GDPR
- In particular, compliance with the Data Protection Act which deals with the security of personal data
- The reliability of all its employees who may be involved in processing the personal data
20.4 The Company shall take all reasonable steps to ensure that all its partners' contractors and agents comply with this clause where they are processing any of Customers personal data on behalf of the Company.
20.5 The Company shall allow the Customer reasonable access to such information as is necessary to ensure that it is complying with the above provisions and the GDPR as a whole.