TERMS AND CONDITIONS OF SALE
IF THE CUSTOMER IS A CONSUMER, THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 18, WHICH EXPLAINS THE SPECIFIC RIGHTS APPLICABLE TO CONSUMERS.
THE CUSTOMER WILL BE A “CONSUMER” IF THEY ARE AN INIDIVIDUAL CONTRACTING WITH THE COMPANY FOR DOMESTIC OR PERSONAL PURPOSES AND NOT FOR THE PURPOSE OF THEIR TRADE, BUSINESS, CRAFT OR PROFESSION.
1.1. In these Conditions:
“Alarm Receiving Centre” means a centre where alarm monitoring Services are provided by a subcontractor of the Company.
“Business Day” means any day Monday to Friday inclusive on which banks in London are open for business;
“Company” means Croma Security Solutions Group plc (registered in England under number 03184978) and any of its subsidiaries whose registered office is at Unit 7/8 – Fulcrum 4, Solent Way, Fareham, Hants, PO15 7FT;
“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 Customer and the Company;
“Contract” means the contract between the Company and the Customer for the purchase and sale of the Materials and/or Services set out in the Order in accordance with the Conditions;
“Customer” means the person firm or company whose order for the Security or Fire System is accepted by the Company;
“Delivery” means completion of delivery of Materials specified in an Order in accordance with Condition 6;
“Delivery Date” the date specified for delivery of Materials specified in the Order Documentation or otherwise agreed by the Company;
“Delivery Location” means the Company’s place of business, as specified by the Company in the Order Documentation or in Writing, or such other delivery or collection address agreed between the parties and outlined in the Order Documentation or in Writing;
“Effective Date” means the date that the Warranty Period expires and the date in which the Maintenance Contract commences;
“Initial Term” means the term of a Maintenance Contract outlined in the Order Documentation;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;
“Maintenance Contract” means the Maintenance Services the Company agrees to provide on or from the Effective Date for a specified term and paid for annually;
“Maintenance Service” is defined in Conditions 10.1, 10.2 and 10.3;
“Materials” means the goods (or any part of them) including but not limited to security systems or fire safety systems, as set out in the Order Documentation.
“NSI” means the National Security Inspectorate;
“Normal Working Hours” means 8.00 a.m. to 4.30 p.m on any Business Day;
“Order” means the Customer’s written acceptance of the Supplier’s quotation or proposal by returning the signed Order Documentation to the Company;
“Order Documentation” means the relevant order documentation set out in the Order, which may include: quotation, sales order form, annual maintenance contract (including any renewal document) or specification list;
“Premises” means the installation address listed in Order Documentation or any other premises in which the Materials are installed or maintained with the consent of the Company;
“Price” means the prices of the Materials and/or Services as outlined in the relevant Order Documentation;
“Regulations” means the NSI and SSAIB Codes of Practice, BAFE British Standards and Police Authority Regulations as amended, re-enacted, or extended from time to time;
“Renewal Term” means a rolling term of 12 months which automatically commences on expiry of the Initial Term unless the Contract has been terminated in accordance with this Agreement.
“Replacement Parts” means all parts and subassemblies of the Materials supplied and installed by the Company pursuant to the provision of Maintenance Service;
“Services” the services (if any) specified in the relevant Order Documentation, including but not limited to installation of the Materials;
“Spare Parts” means all parts and subassemblies of the Materials which the Customer may opt to purchase and store at the Customer’s premises from time to time;
“SSAIB” means the Security Systems and Alarms Inspection Board;
“Warranty Period” means the 12 months manufacturer warranty on all Materials commencing on the date of Delivery or the date on which Delivery should have taken place where Condition 6.7 applies;
“Writing” includes email
1.2. A reference to legislation or a legislative provision is a reference to it as amended, extended, or re-enacted from time to time.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.8. The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.9. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. COMMENCEMENT AND BASIS OF THE SALE
2.1. The Company shall sell, and the Customer shall purchase the Materials and/or Services as outlined in the relevant Order Documentation and accepted by the Company, subject to these Conditions, which shall govern the Contract.
2.2. The Contract shall commence on the date outlined in the Order Documentation (or, where no date is stated in the Order Documentation, the date on which the Contract is formed in accordance with Condition 3) and shall continue, unless terminated earlier in accordance with Condition 14 (Termination), until expiry of the Contract, either on completion of performance of the Contract or where the Contract is a Maintenance Contract, until expiry or termination of the Contract in accordance with Condition 14 (Termination).
2.3. Any typographical, clerical, or other error or omission in any sales literature, quotation, sales order form, 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. ORDERS AND SPECIFICATION
3.1. No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative with such confirmation to be provided within a reasonable time.
3.2. The Customer shall be responsible to the Company for ensuring the accuracy of the information contained in the Order Documentation, and for giving the Company any necessary information relating to the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3. The quantity, quality and description of and any specification for the Materials and/or Services shall be those set out in the Order Documentation or as otherwise communicated by the Company to the Customer in Writing.
3.4. Upon reasonable notice to the Customer, the Company reserves the right to make any changes in the specification of the Materials and/or Services which are required to conform with any applicable statutory, regulatory or EU requirement (including any requirement of the Regulations) or, where the Materials and/or Services are to be supplied to the Company’s specification, which do not materially affect its quality or performance.
3.5. Subject to Condition 17, no Order may be cancelled by the Customer except with the agreement in Writing of the Company and no less than 15 Business Days prior to the Delivery Date. For the avoidance of doubt, in the event of such cancellation, other than where Condition 17 (Consumer Terms) applies, any and all deposits paid or payable by the Customer are non-refundable. The Customer shall also reimburse the Company for any and all reasonable losses (including loss of profit), costs (including the cost of all labour and materials used prior to cancellation), damages, charges and expenses incurred by the Company as a result of cancellation.
4. PRICE OF THE MATERIALS AND SERVICES PROVIDED BY THE COMPANY
4.1. Any Price quoted by the Company shall be valid for 30 days from receipt by the Customer. Where no Price has been set out in the Order Documentation (or a quoted price is no longer valid), the Company reserves the right to review and amend the quoted Price or to charge the Customer in accordance with the Company’s scale of charges in force from time to time.
4.2. The Company reserves the right, by giving written notice to the Customer at any time before delivery, to increase the Price of the Materials and/or Services to reflect any increase in the cost to the Company which is due to a variable factor about which the Customer has been notified in advance and which is beyond the control of the Company, such as, without limitation, any foreign exchange fluctuation and alteration of duties.
4.3. The Price for any Maintenance Service under Condition 10 shall be set out in the Order Documentation. Where no Price has been quoted (or a quoted price is no longer valid) then the Company reserves the right to review and amend the quoted Price or to charge the Customer in accordance with the Company’s scale of charges in force from time to time. The Company may increase the Price of any Maintenance Services at any time by giving written notice to the Customer who may within 14 days give 3 months’ notice in writing to terminate the Contract. If the Customer shall give such notice the increase in charges and/or rates shall not be effective.
5. TERMS OF PAYMENT
5.1. Unless otherwise agreed in Writing between the Customer and the Company or specified in the Order Documentation, the Company shall be entitled to invoice the Customer for the Price of Materials and/or Services on or at any time after the earlier of: a) the date of Delivery or the date of collection by the Customer; b) installation of the Materials and/or Services; or c) the date on which Delivery, collection or installation of the Materials and/or Services would have taken place but for the Customer’s failure to take delivery, collect the Materials and/or Services or allow the Company to carry out installation.
5.2. Where applicable and as specified in the Order Documentation, the Company reserves the right to invoice the Customer for Materials and/or Services annually in advance or at such other intervals as may be specified in the Order Documentation, including in advance of Delivery or installation.
5.3. The Customer shall pay any invoice in full and cleared funds within 30 days of receipt. Payment shall be made to the bank account nominated in Writing on the invoice by the Company.
5.4. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company any sum due under the Contract on the due date:
5.4.1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue
sum, whether before or after judgment. Interest under this Condition 5.4.1 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
5.4.2. the Company may suspend all or part of the Services or terminate or suspend any further deliveries of Materials to the Customer, until payment has been made in full.
5.5. All payments payable to the Company by the Customer under the Contract shall become due immediately on its termination or expiry. This Condition 5.5 is without prejudice to any right to claim for interest under the law or under the Contract.
5.6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Materials and/or Services at the same time as payment is due for the supply of the Materials and/or Services.
6.1. Delivery of the Materials shall be completed on the earlier of:
6.1.1. the Customer collecting the Materials from the Delivery Location within three Business Days of the Company notifying the Customer in writing that the Materials are ready for collection; or
6.1.2. when the Company places the Materials at the Customer's disposal at the Delivery Location (if the Company has agreed to deliver the Materials); or
6.1.3. where applicable, upon installation of the Materials at the agreed Delivery Location.
6.2. The Company shall use its reasonable endeavours to meet the Delivery Date.
6.3. Delays in the delivery of an Order shall not entitle the Customer to:
6.3.1. refuse to take delivery of the Order; or
6.3.2. claim damages; or
6.3.3. terminate this agreement.
6.4. The Company shall have no liability for any failure or delay in delivering any Materials and/or providing any Services (including installation) to the extent that any failure or delay is caused by the Customer's failure to comply with its obligations under these Conditions. Where any delay is caused by the Customer, the Company reserves the right to make an additional charge or increase the Price acting reasonably.
6.5. Where the Customer requests a variation in the Delivery Date, quantities of Materials or specifications of the Materials and/or Services or where there is a delay in Delivery, collection or installation of the Materials and/or Services as a result of the Customer’s acts or omissions, the Company shall charge, and the Customer shall be liable for, any additional costs incurred by the Company.
6.6. Subject to Condition 6.5, if the Company fails to deliver the Materials for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault for at least 10 days following the Delivery Date, the Company’s liability shall be limited at the Customer’s option to either: a) the excess (if any) of the cost to the
Customer (in the cheapest available market) of equivalent goods to replace those not delivered over the Price of the Materials; or b) the Customer may give 7 days’ notice in writing to terminate the Contract.
6.7. If, pursuant to Condition 6.1.1 the Customer a) fails to collect the Materials within three (3) Business Days; b) or fails to take delivery of the Materials or fails to give the Company adequate delivery instructions at the time stated for Delivery (otherwise than by reason of a Force Majeure Event or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
6.7.1. store the Materials and charge the Customer for the reasonable costs (including insurance) of storage, or sell the Materials
6.7.2. after deducting all reasonable storage and selling expenses, account to the Customer for the excess over the Price under the Contract; or charge the Customer for any shortfall below the Price under the Contract.
7. RISK AND PROPERTY
7.1. Risk in the Materials shall pass to the Customer:
7.1.1. in the case of Materials to be collected by the Customer from the Delivery Location, at the time when the Customer collects the Materials; or
7.1.2. in the case of delivery by the Company, at the time of Delivery or, if the Customer fails to take Delivery of the Materials, the time when the Company tendered Delivery of the Materials.
7.2. Notwithstanding Delivery and passing of risk in the Materials, ownership of the Materials shall not pass to the Customer until all sums due or owing by the Customer to the Company on any account have been paid.
7.3. Until such time as the title in the Materials passes to the Customer, the Customer shall:
7.3.1. keep the Materials separate from those goods of the Customer and third parties and properly stored, protected, maintained and insured and identified as the Company’s property.
7.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to those Materials;
7.3.3. at the Company’s request deliver up all the Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any Premises of the Customer or of any third party where the relevant Products are stored in order to recover them; and
7.3.4. notify the Company immediately if it becomes subject to any of the events listed in Condition 15.3.3 to Condition 15.3.8; and
7.3.5. give the Company such information as the Company may reasonably require from time to time relating to the Materials and the ongoing financial position of the Customer.
7.4. Demand for recovery of the Materials by the Company shall not of itself discharge either the Customer’s liability to pay the whole of the Price and take Delivery of the Materials or the Company’s right to submit a legal claim for the whole of the Price.
8.1. Where the Contract includes installation of the Materials, and unless agreed in writing to the contrary with an agreed specification, this is deemed to be on a site prepared by
the Customer which shall meet the Company’s specified requirements. In the event of any variation from this specification the Company reserve the right to make an additional charge which shall be reasonable in the circumstances. The Company shall not be liable or be required to express any opinion upon the suitability of the Customer’s Premises or the supply of any mains services thereto.
8.2. If the Customer fails to comply with the provisions of Condition 8.1 in timely fashion, in addition to all other remedies available to the Company, the Company may charge for each subsequent Delivery and installation or attempted Delivery and installation of the Materials to the Customer’s Premises at the Company’s prevailing rates.
9. TIME AND PLACE FOR PROVISION OF SERVICES
9.1. The Services shall be supplied at the Customer’s Premises or as otherwise agreed in writing by the Company and the Customer.
9.2. The Customer agrees at all reasonable times to provide access for the Company’s employees and vehicles and the Company’s agent’s and/or sub-contractors and their vehicles (if any) on or into the Customer’s Premises for the purpose of performing or providing the Services to the Customer.
9.3. The Company shall be entitled to bring on to the site in advance of actual requirement any equipment or materials required to provide the Services and the Customer shall at its own expense make available to the Company secure storage facilities for such equipment or materials.
9.4. The Customer shall provide at its own expense such assistance as the Company shall reasonably require in the provision of the Services.
9.5. Time for provision of the installation of Materials or provision of Services is not to be of the essence of the Contract. Any date given in respect thereof by the Company is an estimate and the Company shall not be liable for any loss or damage (whether direct or consequential which shall include loss of profit), whether negligently or otherwise, caused by provision being after the estimated date.
9.6. The Customer acknowledges that the Company may make extra charges for any Services, or installation or maintenance work, carried out including Company charges for work carried out outside Normal Working Hours at the Customer’s request.
10. MAINTENANCE SERVICES
10.1. The Company shall, during the continuance of the Warranty Period for Materials supplied by the Company and/or the term of the Maintenance Contract, carry out the Maintenance Service. If the Materials are within the Warranty Period or subject to a Maintenance Contract the Customer will not be charged for parts except where the conditions specified in Condition 9.6 apply. If the Materials are outside of the Warranty Period but subject to a Maintenance Contract the Customer will be charged for labour & Spare Parts or Replacement Parts in accordance with Condition 10.6.
10.2. Maintenance Service includes but is not limited to:
10.2.1. scheduled preventive maintenance (including, without limitation, adjustments, modifications, and supply and installation of Spare Parts) of such a nature and at such time and frequency as shall be deemed necessary by the Company to comply with the Regulations; unscheduled on-call remedial maintenance (including without limitation, adjustments, modifications, and supply and
installation of Spare Parts) due to malfunction of the Materials.
10.3. For the avoidance of doubt, Maintenance Service does not include;
10.3.1. work other than to the Materials; repair of damage to, or replacement of parts of, the Materials, caused by accident or misuse, or by the neglect, act or default of the Customer or any other user of the Materials or by any factor external to the Materials (including, without limitation, defective consumable items, or the failure of, or defects in, equipment which is not part of the Materials); painting or refinishing the Materials or furnishing supplies for such purposes, or making specification charges or performing services connected with relocation of the Materials or any part thereof, or providing, adding or removing accessories, attachments, consumable items or other devices; and
10.3.2. any services in relation to Materials which have been altered other than by the Company.
10.4. Maintenance Service under Condition 10.1 (scheduled preventative maintenance) will be provided by the Company during Normal Working Hours and subject to prior reasonable notice by the Company to the Customer.
10.5. Maintenance Service under Condition 10.2 (on-call remedial or corrective maintenance) will be provided by the Company as soon as reasonably practicable from the time the request from the Customer for such Maintenance Service is received by the Company and the Company shall provide a 24 hour emergency service which can be contacted 24 hours per day by telephoning the service provided to the Customer by the Company.
10.6. Spare or Replacement Parts supplied and installed in the Materials as part of the provision of a Maintenance Contract will be provided at the Price provided by the Company.
10.7. All Spare or Replacement Parts shall be either new, or reconditioned or reassembled parts which are equivalent to new Spare Parts in performance. The Company warrants that it has good title to such Spare or Replacement Parts and that property in such Spare or Replacement Parts shall vest in the Customer upon their installation in the mechanical products, electronic Security Systems or Fire Safety Systems.
10.8. The Company shall provide the Customer with a completed service report and log-book entry after every visit. A service report completed after every planned maintenance and signed by the Customer, is available on request.
10.9. If any replacement or repair included within Maintenance Service is normally effected by removal of the Materials or any part thereof from the Premises, and the Customer refuses to permit this, then the Company will be entitled to recover any additional costs incurred thereby and the Company shall incur no liability for any resultant delay or failure in providing the relevant Maintenance or Call- Out Service.
10.9.1. The Customer MUST provide the Company with all user and engineer codes before taking over new or legacy systems fitted or maintained by other providers, otherwise the Company reserves the right to default the system or to require attendance of the manufacturer or installer and additional charges will apply.
11. CUSTOMER OBLIGATIONS
11.1. The Customer:
11.1.1. shall reimburse the Company for any charges made by the Police, Fire Service or other authority to the Company from time to time in connection with the Materials and/or Services (as applicable);
11.1.2. shall make and pay for such arrangements with any third-party communications service provider, utilities provider, service media or other authority as may be necessary in connection with the applicable Materials and/or Services;
11.1.3. shall notify the Company forthwith (confirming in Writing) any defects, errors or issues appearing in Materials and/or Services and shall permit the Company to take such steps as it shall consider necessary to remedy such defect, error or issue;
11.1.4. shall notify the Company of any structural alterations to the Customer Premises or any modification in the requirements of the Materials and/or Services or in the third-party communication service provider’s installation or utilities or service media affecting the Materials and/or Services. The Company shall carry out all alterations and modifications necessary to maintain the Materials at the expense of the Customer;
11.1.5. shall pay the Company for the full cost of all work required to the Materials due to damage caused by accidents or malicious damage;
11.1.6. shall pay the Company for the full cost of all work required to the Materials and/or Services due to damage caused by a Force Majeure Event;
11.1.7. shall pay all reasonable costs of all visits to reset signalling equipment, other than those attributed to electronic failure of the Materials and/or Services within the Warranty Period;
11.1.8. shall pay any charges made by the Police or other authority from time to time in connection with the use of the Materials and/or Services after delivery and/or installation.
11.1.9. shall be responsible for carrying out the maintenance, modifications and alterations of the network infrastructure, IT equipment, software, firmware and routine updates that affect the Materials and/or Services.
11.1.10. shall obtain and pay for all necessary consents and licenses for the installation and maintenance of Materials and/or Services (including landlord consent)
11.1.11. shall provide the Company’s employees and the Company’s agent’s and/or sub-contractors free and safe access to all areas in the Premises on the date and time agreed, including permits to work and health and safety induction before any work commences. The Company’s employees or representatives or agents may stop work if they are of the view that the Customer’s site is unsafe and they are at risk of death or personal injury. For avoidance of doubt, this shall not excuse the Customer from any payment obligations under the contract.
11.1.12. shall arrange and supply a non-switched fuse spur outlet provided by a certified electrical contractor in locations recommended within our design specification, prior to the commencement of works, unless otherwise agreed by the Company in writing.
11.1.13. shall be responsible for advising the Company and pointing out the existence of concealed water pipes, gas pipes, under floor heating, electrical wiring, telephone and network cables to avoid accidental damage whilst carrying out work, for which the Company cannot be held liable.
11.1.14. shall pay any additional charges to repair or replace existing equipment or cabling that the Company has proposed to utilise “as existing” when carrying out a system takeover or upgrade previously installed and maintained by another provider / supplier. Any such defects will be charged on a time and materials basis.
11.1.15. shall be responsible for registering CCTV systems with the Data Protection Register (wwwdataprotection.gov.uk) and complying with the latest GDPR policies.
11.1.16. shall be responsible for supplying the Company with accurate key holder details which must be completed and updated as soon as possible. In the absence of accurate keyholder details, the police, fire service or other authority will refuse to allocate a unique reference number to the system and consequently, the alarm receiving centre will be unable to transmit any alarm activation signals from the system to the relevant authority.
11.1.17. acknowledges and agrees that where the Materials and/or the Services include access to or the use of an Alarm Receiving Centre, such Alarm Receiving Centre will be provided by a third party subcontractor engaged by the Company. The Customer warrants that it shall comply with any additional or ancillary terms and conditions in respect of the provision of the Alarm Receiving Centre which may be notified to them by the Company, and acknowledges and agrees that if the Customer does not comply with such terms, the Company will not be obliged to provide or procure any services in connection with an Alarm Receiving Centre.
12. WARRANTIES AND LIABILITY
IF THE CUSTOMER IS A CONSUMER, THEIR ATTENTION IS DRAWN TO CONDITION 17.5 AND CONDITION 17.6.
12.1. Subject to Condition 12.2 below, the Company warrants that Materials supplied and installed (if applicable) by the Company will correspond with the specification provided by the Customer at the time of Delivery.
12.2. The above warranty is given by the Company subject to the following conditions:-
12.2.1. the Company shall be under no liability in respect of any defect in Materials arising from any drawing, design or specification supplied by the Customer; and
12.2.2. the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse or alteration or repair of the Materials without the Company’s approval.
12.3. The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of a) any delay in performing, b) any failure to perform; and c) any of the Company’s obligations in relation to the Materials and /or Services if the delay or failure was due to a Force Majeure Event.
12.4. Subject to Condition 12.6, the Company shall not be liable to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any documents and other materials including data or other information provided by the Customer which is incomplete, incorrect, inaccurate, illegible, out of sequence on in the wrong format, or arising from the late arrival or non-arrival, or any other fault of the Customer.
12.5. Subject to Condition 12.6, the Materials and/or Services are intended only to reduce the risk of loss and damage to property and injury to persons on the premises to which the Materials and/or Services relate to the extent that is reasonably practicable through the use of such Materials and/or Services. The Company gives no undertaking to the Customer that the Materials and/or Services may not be compromised or circumvented or that the Materials and/or Services will prevent any loss by Fire, burglary, robbery, theft or otherwise. The Company does not guarantee that particular loss, damage or injury can and will be prevented by use of the Materials and/or Services supplied and installed by the Company.
12.6. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
12.6.1. death or personal injury caused by negligence;
12.6.2. fraud or fraudulent misrepresentation; and
12.6.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.7. Subject to Condition 12.6, the Company shall not be liable for any loss or damage suffered by the Customer however caused, whether as a result of any negligence, breach of contract, misinterpretation or otherwise resulting from any Fire, unauthorised entry or burglary, robbery, theft, damage, disturbance.in excess of £50,000 inclusive of all costs and expenses.
Subject to Condition 12.6, the Company shall not be liable to the Customer for any: (i) loss of profit; (ii) loss of sales or business; (iii) loss of, damage to or corruption of data; (iv) loss of or damage to goodwill; or (v) any indirect, special or consequential loss, damage, costs, expenses or other claim (whether caused by the negligence of the Company, its servants or agents or subcontractors) which arise out of or in connection with the provision of the Materials or the Customer’s use of such Materials. Subject to Condition 12.6, the total aggregate liability of the Company under or in connection with the Contract shall not exceed 100% of the value of the Company’s charges for the provision of the specified Materials and/or Services to which the liability relates.
12.8. Subject to Condition 12.6, the Company shall not be liable for any loss suffered by the Customer as a result of failure of a transmission from the Materials and/or Services (where applicable), not being received at the Alarm Receiving Centre, if this is due to the fault of the Customer’s communications service provider, a failure in the electricity supply to the equipment, IT failure or interruption or other equipment or media service sharing the same line or network, or as a result of a Force Majeure Event.
12.9. The Company shall not be liable for any reduced level or loss of police or fire service response caused by excessive false alarms.
13. INTELLECTUAL PROPERTY
13.1. All Intellectual Property Rights in or arising out of or in connection with the Materials and/or Services (other than
Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.
13.2. The Company grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract for the purpose of receiving and using the Materials and/or Services.
13.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by Condition 13.2.
13.4. The Customer grants the Company a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Company for the term of the Contract for the purpose of providing the Services to the Customer.
13.5. The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any claim made against the Company for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Materials and/or Services or the use of the Customer’s specification in accordance with the terms of the Contract.
IF THE CUSTOMER IS A CONSUMER, THEIR ATTENTION IS DRAWN TO CONDITION 17.3 AND CONDITION 17.4.
14.1. Where the Contract is a Maintenance Contract or otherwise for ongoing Services, on expiry of the Initial Term, the Customer agrees to a rolling contract that automatically renews for the Renewal Term, unless otherwise cancelled in line with Condition 14.2 below:
14.2. Without affecting any right or remedy available to it, the Customer may terminate the Maintenance Contract or cancel any of the ongoing Services by giving not less than 6 month’s written notice (unless otherwise agreed in writing) prior to the expiry of the Initial Term or any Renewal Term, and the Maintenance Contract or Services shall expire on the date that the Contract would otherwise renew.
14.3. The Company may terminate the Contract with immediate effect by giving written notice to the Customer in the event of:
14.3.1. the Customer making default in or committing a breach of any part of its obligations to the Company (whether under the Contract or otherwise); or
14.3.2. failure by the Customer to make any payment on the due date; or
14.3.3. the Customer being deemed to be unable to pay its debts pursuant to Condition 11.1.3 of the Insolvency Act 1986; or
14.3.4. entry by the Customer into a deed or arrangement; or failure by the Customer to comply with any statutory demands served on it under the Insolvency Act 1986; or
14.3.5. the making of a voluntary arrangement between the Customer and its creditors under the Insolvency Act 1986; or
14.3.6. the obtaining of any judgement against the Customer or the levying of distress or execution on
any premises owned or occupied by the Customer; or
14.3.7. the appointment of a receiver (whether by the Court or out of the Court) of the whole of any part of the Customer’s property; or
14.3.8. the presentation of a petition for the winding up of the Customer or for the appointment of an administrator the Customer having an interim or bankruptcy order made against the Customer or the Customer petitions for the Customers own bankruptcy.
14.4. In the event of the Contract being terminated in accordance with all conditions within Condition 14.3, any payments to be made by the Customer to the Company in respect of which invoices have been issued but which have not fallen due at the date of termination shall become immediately due and owing: and the Customer shall immediately pay to the Company any outstanding amounts owed by the Customer to the Company or vice versa.
14.5. The Company shall not be liable for any loss or damage whatsoever incurred by the Customer arising from cancellation or termination in accordance within this Condition 14.
15. FORCE MAJEURE
15.1. “Force Majeure Event” means any circumstance not within a party's reasonable control including, without limitation:
15.1.1. acts of God, flood, drought, earthquake or other natural disaster;
15.1.2. epidemic or pandemic;
15.1.3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
15.1.4. nuclear, chemical or biological contamination or sonic boom;
15.1.5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; and
15.1.6. collapse of buildings, fire, explosion or accident.
15.2. Provided it has complied with Condition 15.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
15.3. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
15.4. The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract.
15.5. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 4 weeks written notice to the Affected Party.
16.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party, except as permitted in condition 16.2 and 16.2.2;
16.2. Each party may disclose the other party’s confidential information:
16.2.1. to its employees, officers, representatives, subcontractors or advisors who need to know such information for the purposes of carrying out the party’s obligations under the contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisors to information comply with this condition; or
16.2.2. as may be required by law, a court of competent jurisdiction or any government or regulatory authority.
16.3. No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract,
17. CONSUMER TERMS
17.1. If the Customer is a consumer, the terms of this Condition 18 shall apply to the Contract. The Customer will be a “consumer” if they are entering into the Contract for a domestic or personal purpose, and not for the purpose of their business, trade, craft or profession. Condition 18 will not be applicable if the Customer is not a consumer.
17.2. Where there is a conflict between the terms of this Condition 18 and the rest of the Contract, the terms of this Condition 18 shall take priority.
17.3. Where the Customer is a consumer:
17.3.1. Conditions 4.2, 6.3, 12.4, 12.5 and 12.7 to 12.9 (inclusive) shall be deleted from the Conditions for the purposes of the Contract and shall not apply to the Contract;
17.3.2. Condition 3.5 shall be subject to Condition 17.4 in respect of the Customer’s right to cancel the Contract; and
17.3.3. Condition 14.1 and Condition 14.2 shall be deleted from the Conditions for the purposes of the Contract and replaced with the following:
126.96.36.199. Where the Contract is a Maintenance Contract or otherwise for ongoing Services the Customer will have a legal right to change their mind about the Contract and receive a refund of what has already been paid. This right is subject to certain conditions which are explained in Condition 17.4.
188.8.131.52. Where the Contract is a Maintenance Contract or otherwise for ongoing Services, on expiry of the Initial Term the Contract will automatically renew for the Renewal Term provided that the Company has complied with Condition 184.108.40.206, Condition 220.127.116.11 and Condition 18.104.22.168.
22.214.171.124. The Company will provide at least two reminder notices to the Customer in Writing in respect of each upcoming Renewal Term, including details of any changes to the Services, charges or terms of the Contract which will apply to the Renewal Term and the cut-off date for the Customer to decide whether to renew.
126.96.36.199. If the Customer does not notify the Company that they would like to cancel the Contract or expressly tell the Company that they would like to continue with the Renewal Term, the
Contract will renew for the Renewal Term. The Customer will have a legal right to change their mind about the Renewal Term and receive a refund of what has already been paid. The Customer must tell the Company within 14 days of the start of the Renewal Term. This right is subject to certain conditions which are explained in Condition 17.4.
188.8.131.52. If the Customer notifies the Company that they do not want the Contract to continue for the Renewal Term at any point on or before the cut-off date notified to the Customer by the Company, the Contract shall expire at the end of the Initial Term or the then current Renewal Term and the Company will write to the Customer to acknowledge that the Contract has ended.
17.3.4. Payment in accordance with Condition 5 may be made by the Customer by electronic bank transfer, credit or debit card (excluding American Express) or by cheque,
17.4. LEGAL RIGHT FOR THE CUSTOMER TO CHANGE THEIR MIND
17.4.1. For Materials and/or Services that are bought online, by mail order, over the telephone or on the Customer’s doorstep, and for any Maintenance Contract, the Customer has a legal right to change their mind about the Contract and receive a refund of what has already been paid. This right is subject to certain conditions which are explained below.
17.4.2. If the Customer changes their mind about the Contract, they must contact the Company no later than 14 days after:
184.108.40.206. the day the Materials or delivered or collected. If the Materials are for regular delivery, such as a subscription, the Customer can only change their mind after the first delivery. If the Materials are split into separate deliveries, the 14-day period starts from the day after the last delivery;
220.127.116.11. the day that the Contract is formed, if the Contract is for Services or is a Maintenance Contract;
18.104.22.168. the day that the Contract is formed if the Contract is for Materials or Services which are provided as digital content for downloading or streaming.
17.4.3. The Customer will not have a right to change their mind under this Condition 17.4:
22.214.171.124. if the Contract is for Services which the Customer has specifically requested are provided during the 14 day “cooling off” period, and the Customer has agreed in writing that they will not have a right to change their mind once those Services have been completed;
126.96.36.199. in relation to any Materials or Services which consist of digital content, after the Customer has begun to download or install such digital content;
188.8.131.52. in relation to any Materials which consist of sealed computer software, once these Materials have been unsealed;
184.108.40.206. in relation to any Services which consist of urgent repair or maintenance work, for example if the Customer requires emergency locksmith services;
220.127.116.11. in relation to a Contract for Materials that have been made to the Customer’s specification or personalised;
18.104.22.168. in relation to a Contract for Materials that have become mixed inseparably with other items after Delivery.
17.4.4. If the Customer exercises a right to change their mind under this Condition 17.4:
22.214.171.124. they must contact the Company to confirm this. This can be done using the contact details set out at the start of these Conditions, by contacting the Company by email at firstname.lastname@example.org, or by completing the model cancellation form attached to these Conditions;
126.96.36.199. any Materials must be returned to the Company within 14 days of the Customer confirming that they have changed their mind. Materials must be returned at the Customer’s cost, unused and in their original condition, together with proof of purchase;
188.8.131.52. the Company will refund the Customer within 14 days of receiving any returned Materials or, if the Contract is ended before any Materials have been delivered, within 14 days of the day that the Customer confirms they have changed their mind;
184.108.40.206. the Company may reduce the refund made to the Customer if the Materials have been handled in any way which would not be acceptable in-store, for example if the condition is no longer “as new” or if packaging or accessories are damaged or missing, in some cases, this may mean that no refund is due.
220.127.116.11. the Company will not refund any amounts which relate to Services for the time those Services were provided before the Customer confirmed they had changed their mind or for any extra delivery costs for express delivery or delivery at a specific time, other than the Company’s standard delivery costs.
17.5. CUSTOMER RIGHTS IF SOMETHING IS WRONG WITH THE MATERIALS AND/OR SERVICES
17.5.1. If the Customer believes that there is something wrong with the Materials and/or Services, the Customer should contact the Company at email@example.com. The Company honours its legal duty to provide the Customer with Materials and/or Services that are as described to the Customer and that meet all the requirements imposed by law. The Customer’s legal rights are summarised below. These rights are subject to certain exceptions. For detailed information, please visit the Citizens Advice website www.citizensadvice.org.uk. Nothing in these Conditions will affect the Customer’s legal rights.
Summary of the Customer’s key legal rights
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of any Materials, the Customer’s legal rights entitle the Customer to the following:
• Up to 30 days: if the Materials are faulty, then the Customer can get a refund.
• Up to six months: if the Materials can't be repaired or replaced, then the Customer is entitled to a full refund, in most cases.
• Up to six years: if the Materials do not last a reasonable length of time the Customer may be entitled to some money back.
For Services, the Consumer Rights Act 2015 says:
• The Customer can ask the Company to repeat or fix a Service if it's not carried out with reasonable care and skill, or get some money back if the Company can't fix it.
• If a price hasn't been agreed upfront, what the Customer is asked to pay must be reasonable.
• If a time hasn't been agreed upfront, it must be carried out within a reasonable time.
For digital content, for example a mobile phone application, the Consumer Rights Act 2015 says:
• The digital content must be as described, fit for purpose and of satisfactory quality. If the digital content is faulty, the Customer is entitled to a repair or replacement.
• If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, the Customer can get some or all of their money back.
• If the Customer can show that the fault has damaged their device and the Company has not used reasonable care and skill, the Customer may be entitled to a repair or compensation.
17.5.2. Resolving complaints and disputes
18.104.22.168. The Company’s customer services team available at firstname.lastname@example.org will do their best to resolve any problems that the Customer may have with the Company or the Materials and/or Services.
22.214.171.124. Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without the Customer going to court. If the Customer is not satisfied with the outcome, they can still go to court.
126.96.36.199. The Customer may also bring claims in court in accordance with Condition 18.8.
17.6. THE COMPANY’S LIABILITY TO THE CUSTOMER
17.6.1. If the Customer is a consumer, the Company is responsible for losses suffered by the Customer as a result of the Company breaking the Contract unless the loss is:
188.8.131.52. Unexpected: It was not obvious that it would happen and nothing the Customer had said to the Company before the Contract was formed meant the Company should have expected it (so, in the law, the loss was unforeseeable);
184.108.40.206. Caused by a delaying event outside the Company’s control. As long as the Company has taken the steps set out at Condition 15, the Company is not responsible for delays outside its control;
220.127.116.11. Avoidable: Something that the Customer could have avoided by taking reasonable action. For example, damage to the Customer’s own property which was caused by Materials supplied by the Company and which the Customer could have avoided by following the Company’s instructions;
18.104.22.168. A business loss: The Company will not be liable for any business loss if the Materials and/or Services are supplied to a consumer for domestic and private use. If the Materials
and/or Services are used for any commercial, business or re-sale purpose, the Company will have no liability to the Customer for any loss of profit, loss of business, business interruption or loss of business opportunity.
18.1. The Company and its subsidiaries may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Company.
18.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
18.3. 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.
18.4. 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.
18.5. The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.
18.6. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
18.7. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
18.8. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. If the Customer is a consumer and lives in Wales, Scotland or Northern Ireland, they may also bring claims against the Company in the courts of the country they live in, and the Company can also claim against the Customer in the courts of the country they live in. If the Customer is a consumer, they will benefit from any mandatory provisions of the law of the country in which they are resident. Nothing in these Conditions, including this Condition 18.8, affects the Customer’s rights as a consumer to rely on such mandatory provisions of local law.
By agreeing to a quotation, sales order form or Annual Maintenance Contract presented by a representative of Croma Security Solutions Group plc or any of its subsidiaries, the Customer accepts the Terms and Conditions of Sale herewith.
Model Cancellation Form
(Complete and return this form only if you wish to withdraw from the contract)
To: Croma Security Solutions Group plc, Unit 7/8 – Fulcrum 4, Solent Way, Fareham, Hants, PO15 7FT
Tel: 01489 566100
I/We [* ] hereby give notice that I/We cancel my/our [* ] contract of sale of the following goods [* ] /for the supply of the following service [* ],
Ordered on [* ] /received on [* ],
Name of consumer(s), ………………………………………………………
Address of consumer(s), ……………………………………………………
Signature of consumer(s) (only if this form is notified on paper),
[*] Delete as appropriate
© Crown copyright 2013.