The following terms and conditions apply without exception to all sales by Medway Security Wholesale Limited (Seller) to the Buyer.
Any sale by Medway Security Wholesale Limited is expressly limited to the terms herein and any additional or different terms or conditions on Buyer`s purchase order or any other instrument, agreement, or understanding are deemed to be material alterations and are rejected and not binding upon Medway Security Wholesale Limited. Medway Security Wholesale Limited’s acceptance of Buyer`s purchase order is expressly conditional upon Buyer`s assent to the terms and conditions contained herein in their entirety. Buyer`s acceptance of delivery or collection from Medway Security Wholesale Limited constitutes Buyer`s acceptance of these terms and conditions in their entirety.
2. QUOTATION & PRICINGMedway Security Wholesale Limited may change the prices and specifications of any goods at its sole discretion and without any notice, with the exception that Medway Security Wholesale Limited quotation is firm only if the Buyer enters an order within 14 days. The Buyer must request shipment of the entire quantity of goods ordered within 1 month from date of order, otherwise, Medway Security Wholesale Limited standard prices at time of shipment will apply. Prices do not include installation, start-up, commissioning or maintenance. All tooling, designs, drawings, and other intellectual property produced or delivered hereunder are owned by the manufacturer of the relevant Goods. Prices are exclusive of VAT which shall be due at the rate in force on the date of Medway Security Wholesale Limited’s invoice.
All payments are to be in GBP. For approved credit accounts payment of the price plus the VAT is due to be received by Medway Security Wholesale Limited within 30 days end of the month following the date of invoice. Medway Security Wholesale Limited reserves the right to evaluate and monitor the Buyer`s credit rating, should the Buyer fail to qualify for credit under criteria, Medway Security Wholesale Limited may modify or withdraw credit terms without notice and require guarantees, security or payment in advance for further deliveries of goods. Interest on overdue invoices shall accrue from the date when payment became due, calculated daily until the date of payment at the rate of 8% per annum above the Bank of England base rate. Such interest shall accrue after as well as before any judgment. Buyer will pay all costs of collection on unpaid amounts, including Solicitors fees and Court costs. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the seller.
4. DELIVERY OF GOODS
Medway Security Wholesale Limited undertakes to use its reasonable endeavours to despatch the goods on an agreed delivery date but does not guarantee to do so. Delivery dates are an estimate. Time of delivery shall not be the essence of the contract. Unless otherwise notified, prices quoted by Medway Security Wholesale Limited are inclusive of carriage within England. Delivery will be made by Medway Security Wholesale Limited’s own transport, where feasible subject to such transport being available and subject to a minimum order value of £150. If any goods are to be delivered to the Buyer via courier should the value be below £150, Medway Security Wholesale Limited shall be entitled to add to the invoice price a reasonable sum in respect of carriage charges. Within 14 days of delivery, any claim for shortages must be reported in writing to Medway Security Wholesale Limited otherwise all goods will be deemed delivered and accepted. The Buyer shall be liable for any delays or increased costs incurred by Medway Security Wholesale Limited caused by or related to Buyer`s acts or omissions. Title to the goods shall pass to Buyer when it has paid the full price for the goods, and until such time as full payment is made, Buyer shall comprehensively insure the goods for the benefit of Medway Security Wholesale Limited, keep them free from all charges and security interest and give appropriate notice of reservation of ownership to third parties.
5. FORCE MAJEURE
Medway Security Wholesale Limited is not liable for any delay in production or delivery of goods if due to a force majeure event, which includes, among other things, inability or refusal by third party suppliers to provide Medway Security Wholesale Limited goods, parts, services, manuals or other information necessary to the goods to be delivered, shortages or inability to obtain materials or components, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any government that would limit Medway Security Wholesale Limited`s ability to perform, fire, earthquake, flood, severe weather conditions, or any other acts of God, quarantines, epidemics, pandemics, or other regional medical crises, labour strikes or lockouts, riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war (or imminent threat of same), or any other cause whatsoever beyond Medway Security Wholesale Limited’s reasonable control. If the force majeure event continues for longer than 90 days, either party may terminate Buyer`s purchase order and Buyer will pay Medway Security Wholesale Limited for work performed prior to termination and all reasonable expenses incurred by Medway Security Wholesale Limited as a result of such termination. In the event of delays in delivery or performance caused by force majeure or Buyer, the date of delivery or performance shall be extended by the period Medway Security Wholesale Limited is actually delayed or as mutually agreed. If, for reasons other than the foregoing, Medway Security Wholesale Limited should default or delay or not deliver goods, Buyer’s sole remedy against Medway Security Wholesale Limited is an option to cancel Buyer`s purchase order, through prior written notice to Medway Security Wholesale Limited. Medway Security Wholesale Limited may make deliveries under any order in one or more shipments.
If the Buyer shall at any time cancel any purchase order or other contract for the purchase of goods, or refuse to accept delivery of the goods, the Buyer shall be obliged to pay to the Seller the total contract price in respect of the goods.
Buyer acknowledges that Medway Security Wholesale Limited is a distributor of the goods. Medway Security Wholesale Limited makes no warranty whatsoever, whether express or implied, in respect of the goods whether relating to their marketability, quality and/or fitness for purpose and/or any particular use. Medway Security Wholesale Limited will not be liable for any damages whatsoever in respect of any warranty relating to the goods, but Medway Security Wholesale Limited will make available to Buyer the published warranties of the supplier to the extent Medway Security Wholesale Limited have the right to such warranties. The published warranty given by affiliates of Medway Security Wholesale Limited which have manufactured the goods are set out below unless otherwise specified in writing to Buyer, all references to Medway Security Wholesale Limited below in this section are to the relevant Medway Security Wholesale Limited affiliate. Except as otherwise expressly provided herein, Medway Security Wholesale Limited warrants goods of its manufacture in all material respects to be free of defective materials and faulty workmanship and as conforming to applicable specifications and/or drawings. Medway Security Wholesale Limited may, without notice to Buyer, incorporate changes to goods that do not alter form, fit, or function. Commencing with Medway Security Wholesale Limited `s date of shipment, Medway Security Wholesale Limited ‘s warranty shall run for the period specified on the face hereof or, if none be mentioned, 12 months. Non-complying goods returned transportation prepaid to Medway Security Wholesale Limited will be repaired or replaced, at Medway Security Wholesale Limited `s option, and return-shipped lowest cost, transportation prepaid. No goods will be accepted for return without an authorisation number (RMA) obtained in advance of shipment to Medway Security Wholesale Limited. Goods subject to contamination, wear and tear or burnout through usage shall not be deemed defective because of such contamination, wear and tear or burnout. No warranty shall apply if, in the sole opinion of Medway Security Wholesale Limited or the manufacturer, the defect or damage was caused by or related to installation, combination with other parts and/or products, modification to or repair of any goods other than by Medway Security Wholesale Limited, or resulted from Buyer`s acts, omissions, misuse, or negligence. Repaired or replaced goods shall be warranted for the remainder of the unused warranty term. It is Buyer`s responsibility to ensure that the Goods are fit for the application in which they are used. Software will be furnished on a medium that`s free of defect in materials or workmanship under normal use for so long as the hardware and/or system is under warranty. During this period, Medway Security Wholesale Limited will replace without charge any such medium it finds defective. As for the quality or performance of any software or data, they are supplied “AS IS” WITH NO WARRANTY. If Medway Security Wholesale Limited provides any services to the Buyer, including but not limited to training or assistance with configuration and installation of the Goods, Medway Security Wholesale Limited shall provide such services in accordance with reasonable industry practice at such rates as may be specified by Medway Security Wholesale Limited in its price list from time to time. Medway Security Wholesale Limited accepts no liability to the Buyer arising out of the provision of such services. The above warranties and conditions are sole and exclusive and no other warranties, express or implied, (other than the terms implied by section 12 of the Sale of Goods Act 1979), including those of satisfactory quality and fitness for particular purpose, shall apply to the goods. Medway Security Wholesale Limited does not represent or warrant that the goods may not be compromised or circumvented or that the goods will prevent any personal injury or property loss, burglary, robbery, fire or otherwise; or that the goods will in all cases provide adequate warning or protection. Buyer understands that a properly installed and maintained alarm may only reduce the risk of burglary, robbery, fire or other events occurring without providing an alarm, but it is not an insurance or guarantee that such will not occur or that there will be no personal injury or property loss as a result. These warranties are for the benefit of the Buyer only and are not assignable or transferable.
8. LIMITATION OF LIABILITY
(a) In no event shall Medway Security Wholesale Limited be liable for
(i) any indirect, incidental, consequential loss;
(ii) any loss arising from business interruption;
(iii) loss of profits;
(iv) loss of revenue;
(v) loss of use of any property or capital;
(vi) loss of anticipated savings; or
(vii) loss of data. Medway Security Wholesale Limited shall not be liable for any loss or damage where that liability arises as a result of its
knowledge (whether actual or otherwise) of the possibility of any such loss or damage.
(b) Medway Security Wholesale Limited’s liability in respect of any purchase order or otherwise under these terms and conditions shall in no case exceed the contract price of the specific goods that give rise to the claim.
(c) These exclusions and limitations on damages shall apply regardless of how the loss or damage may be caused and against any theory of liability, whether based in contract, tort, indemnity or otherwise.
(d) Neither party seeks to exclude or restrict its liability for:
(i) death or personal injury resulting from negligence;
(iii) the terms implied by section 12 of the Sale of Goods Act 1979; or
(iv) any matter in respect of which, by law, it is not permitted to restrict its liability.
(e) The Buyer shall indemnify Medway Security Wholesale Limited against claims, damages, losses, costs and expenses incurred by Medway Security Wholesale Limited as a result of either claims made against Medway Security Wholesale Limited by third parties arising out of the combination or use of the goods with any incompatible ancillary products that may be connected to the goods or any other matter for which Medway Security Wholesale Limited would not be liable to Buyer under these terms and conditions.
Any recommendations or assistance provided by Medway Security Wholesale Limited concerning the use, design, application, or operation of the goods shall not be construed as representations or warranties of any kind, express or implied, and such information is accepted by Buyer at Buyer`s own risk and without any obligation or liability to Medway Security Wholesale Limited. It is the Buyer’s sole responsibility to determine the suitability of the goods for use in the Buyer`s application(s). The failure by Medway Security Wholesale Limited to make recommendations or provide assistance shall not give rise to any liability to Medway Security Wholesale Limited.
(a) Buyer will comply with all applicable laws, regulations, and ordinances of any governmental authority in any country having proper jurisdiction, including, without limitation, those laws of the United Kingdom or other countries that regulate the import or export of the goods provided by Medway Security Wholesale Limited and shall obtain all necessary import/export licenses in connection with any subsequent import, export, re-export, transfer, and use of all goods, technology, and software purchased, licensed, and received from Medway Security Wholesale Limited. Unless otherwise mutually agreed in writing, Buyer agrees that it will not use the goods in connection with any activity involving nuclear fission or fusion, any use or handling of any nuclear material, or any nuclear, chemical, or biological weapons.
(b) Goods and services delivered by Medway Security Wholesale Limited hereunder will be produced and supplied in compliance with all applicable laws and regulations in the United Kingdom. Buyer confirms that it will ensure that all goods are properly installed and used in accordance with the Health and Safety at Work Act 1974, and Buyer will indemnify Medway Security Wholesale Limited in respect of any costs, claims, actions or liability arising out of that Act, or otherwise arising out of the supply by Buyer or use by others of the goods.
14. PRECLUSION AGAINST SETOFF.
Buyer shall not set off any invoiced amount against any amount due or to become due from Medway Security Wholesale Limited to Buyer or its affiliates.
(a) Prices do not include the costs of recycling goods covered by the European WEEE Directive 2002/96/EC and such costs may be added to the prices quoted.
(b) Unless a charge has been made therefore under section 15 a) above, if the provisions of the WEEE Directive 2002/96/EC as implemented in any local jurisdiction apply to goods, the financing and organisation of the disposal of the waste electrical and electronic equipment are the responsibility of the Buyer who herewith accepts this responsibility, and Buyer will indemnify Medway Security Wholesale Limited in respect of all such liabilities. The Buyer will handle the collection, processing and recycling of the goods in accordance with all applicable laws and regulations and shall pass on this obligation to the final user of the goods. Failure by the Buyer to comply with these obligations may lead to the application of criminal sanctions in accordance with local laws and regulations.
12. APPLICABLE LAW
English law will govern, excluding its provisions on conflict of laws. The English courts will have exclusive jurisdiction to adjudicate any dispute related to these terms and conditions.
Buyer shall indemnify Medway Security Wholesale Limited for all costs and damages, including attorneys` fees, suffered by Medway Security Wholesale Limited as a result of Buyer`s actual or threatened breach of these terms and conditions.
The parties may exchange confidential information during the performance or fulfilment of any purchase order. All confidential information shall remain the property of the disclosing party and shall be kept confidential by the receiving party for a period of 6 years following the date of disclosure. These obligations shall not apply to information which is: (a) publicly known at the time of disclosure or becomes publicly known through no fault of recipient, (b) known to recipient at the time of disclosure through no wrongful act of recipient, (c) received by recipient from a third party without restrictions like those in this section, or (d) independently developed by recipient. Each party shall retain ownership of its confidential information, including without limitation all rights in patents, copyrights, trademarks and trade secrets. A recipient of confidential information may not disclose such confidential information without the prior written consent of the disclosing party, if Medway Security Wholesale Limited may disclose confidential information to its affiliated companies, employees, officers, consultants, agents, and contractors. These terms and conditions constitute the entire agreement of Medway Security Wholesale Limited and Buyer, superseding all prior agreements or understandings, written or oral, and cannot be amended except by a mutually executed agreement in writing. Buyer may not assign any rights or duties hereunder without Medway Security Wholesale Limited s written prior consent. Medway Security Wholesale Limited may subcontract its obligations hereunder without Buyer`s consent. No representation, warranty, course of dealing, or trade usage not contained or expressly set forth herein will be binding on Medway Security Wholesale Limited. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of these terms and conditions. No failure by Medway Security Wholesale Limited to enforce at any time for any period the provisions hereof shall be construed as a waiver of such provision or of the right of Medway Security Wholesale Limited to enforce thereafter each and every provision. In the event any provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions shall not be affected and, in lieu of such provision, a provision as similar in terms as may be legal, valid, and enforceable shall be added hereto. Provisions herein which by their very nature are intended to survive termination, cancellation, or completion of Buyer`s order after acceptance by Medway Security Wholesale Limited shall survive such termination, cancellation, or completion. All stenographic and clerical errors are subject to correction. These terms and conditions shall confer no benefit on any third party or the right to enforce any term or condition under the Contracts (Rights of Third Parties) Act 1999.