Condition of Sale

Controls for Doors Limited

Controls for Doors Limited. A company registered in England and Wales, whose registered office is at C/O Bailhache Linton LLP, Bourne House, 475 Godstone Road, Whyteleafe, Surrey, CR3 0BL. Company registration number is 03077177. VAT registration number 644620938 

1 DEFINITIONS

In these conditions, except where the context otherwise requires, the following words shall have the meanings set opposite each respectively: 

“Buyer” the person, firm or company with whom or with which the Company contracts subject to these conditions; 

“Company” is Controls for Doors Limited; 

“Contract” the contract made or to be made between the Company and the Buyer subject to these conditions; 

“Goods” the articles, products and/or things (if any) including samples where relevant, the subject matter of the Contract. 

2 ACCEPTANCE

2.1 Any quotation, whether written or oral, submitted by the Company shall be deemed to be an invitation to treat and not an offer. 

2.2 The placing by the Buyer of any order, whether written or oral, and whether or not any quotation may have been submitted by the Company, shall constitute an offer by the Buyer, and the Contract shall not be taken to have come into existence unless and until the Company has accepted the Buyer's offer in writing. 

2.3 Any order placed by the Buyer with any of the Company's salesmen or other employees or representatives shall be subject to written acceptance by the Company as aforesaid. 

2.4 Acceptance by the Company shall be deemed to include acceptance by the Buyer of these conditions, which shall form the conditions of the Contract and shall apply to the exclusion of any terms or conditions put forward by or on behalf of the Buyer. 

2.5 We may refuse to accept an order if: 

(a) Goods are not available; 

(b) we cannot obtain authorisation for your payment; 

(c) there has been a pricing or product description error; or 

(d) you do not meet eligibility criteria set out in our terms and conditions. 

3 VARIATION

The Buyer's attention is specifically drawn to the fact that any directors of the Company have authority to make or give on behalf of the Company any representation, warranty, condition or statement other than those contained in these conditions, and accordingly no variation of or addition to these conditions, whether written or oral, shall have effect unless and until agreed in writing by the Company and signed by a Director of the Company. 

4 INFORMATION

4.1 Where appropriate the Buyers shall submit sufficient data, instructions, specifications and other information within a reasonable time to enable the Company to proceed forthwith with any order that is accepted. 

4.2 In the event that any data, instructions, specifications and/or other information supplied by the Buyer are incorrect or incomplete or are altered or added to in any material respect, the Company shall be entitled to amend any quotation made by it so as to take accounts of any increase to it in costs, whether actual or projected. 

5 TIME LIMITS

Any time or date quoted by the Company for delivery of all or any of the Goods is an estimate only, and the Company shall not be liable for any failure to meet any such estimate, nor for any loss, whether financial or otherwise, resulting directly or indirectly there from. 

6 AVAILABILITY

All Goods quoted from stock are quoted subject to being unsold when the Buyer's order is accepted. 

7 DELIVERY

The Company shall deliver the Goods, when ready, to the Buyer at such 

address in Great Britain as the Buyer may specify or, if no such address is specified, to any address of the Buyer to which correspondence and/or Goods may previously have been addressed or sent under the Contract. Unless otherwise agreed in writing, delivery shall take place at a time convenient to the Company between the hours of 9.00am and 5.00pm Monday to Friday inclusive but excluding Bank Holidays. The manner of delivery shall be such as the Company in its sole discretion shall deem appropriate. 

8 LOSS OR DAMAGE IN TRANSIT

The Company accepts no liability whatsoever for loss of or damage to Goods (other than Goods collected by or on behalf of the Buyer) in transit. The Company will review any such claim for loss or damage in transit on that basis that evidence is supplied to the Company in writing and photographically within seven days following despatch. Such a review is in the absolute discretion of the Company and will be in consideration of all circumstances and information supplied as to the nature of the claim for any loss or damage. 

9 STORAGE

In the event that the Buyer shall be unable to accept delivery of the Goods the Buyer shall arrange for the Goods to be at once removed and stored at its own risk and expense. If the Goods shall not have been removed as aforesaid, the company shall be entitled without further reference to the Buyer to store the Goods upon any of its own premises or arrange for their storage with a third party in which event any costs (including VAT thereon) so incurred by the Company (including but not limited to storage, carriage and insurance) shall be borne by the Buyer. 

10 DESCRIPTION

Any specification, drawing and/or other particulars relating to the Goods is, unless otherwise expressly stated in writing, approximate only and any specification, description, design, drawing, illustration and/or other particulars contained in any catalogue and/or other promotional and/or advertising matter of the Company is intended merely to present a general idea of the Goods therein described and shall not be taken as forming part of the Contract. Accordingly, the Company agrees to provide 48 hours' notice to the Buyer in respect of any such specification, description, design, drawing, illustration and/or other particulars. If no objection is received in writing from the Buyer to the Company within 48 hours the Company reserves the right to supply the Goods as so altered in performance on the Contract. 

11 PERFORMANCE

11.1 All information including without limitation, figures given by the Company to the Buyer relating to the performance of the Goods or the cost of operating the Goods is based upon the Company's experience in the field. All such information and figures are reasonably obtained by the Company on test. Unless such information and/ or figures have been specifically guaranteed in writing the Company, accepts no liability for inaccurate information and/ or figures (subject to condition 21.4) 

11.2 In the event that the performance of the Goods shall fail to fulfil the terms of any written guarantee given by the Company, the Buyer shall allow to the Company reasonable time and opportunity to fulfil the said terms. If after such reasonable time and opportunity the Company shall fail to fulfil the said terms, the Buyer shall be entitled to cancel the Contract in relation to the Goods that fail to fulfil the said terms. 

11.3 It shall, (subject to condition 21.4) be the responsibility of the Buyer to ensure that the capacity and performance of the Goods are sufficient and suitable for the purpose or purposes intended or for which the Goods are to be sold by the Buyer. 

11.4 Where the Buyer provides any item of equipment for the installation and/or operation of the Goods and/or ancillary to and/or for use in connection with the Goods, it shall be the Buyer's responsibility to ensure that the use of any such item does not adversely affect the performance of the Goods. 

12 CANCELLATION

Following acceptance as aforesaid by the Company of the Buyer's order, no cancellation, either in whole or in part, may be made by the Buyer other than with the prior written consent of the Company and upon terms which fully pay to the company the amount or amounts of all work undertaken, time expended and costs incurred by it in connection with the Buyer's order together with a reasonable profit margin and if the Company agrees to the return of goods then subject to them being in saleable condition ‘as new' they will be subject to a restocking charge of 35% of the order cost. 

13 PRICE

13.1 Any price quoted by the Company is based upon current costs at the date appearing on the quotation and will include as agreed with Buyer the cost of any carriage, insurance and/or storage effected by it in connection with the Buyer's order in accordance with the terms agreed 13.2. The Company reserves the right to amend the final price to be charged to the Buyer under the Contract should there be any variation in the actual costs at the date of invoice. 

13.3 The Company shall be entitled at any time up to the date of the invoice to vary the price quoted to the Buyer provided that reasonable notice has been provided to the Buyer. The Buyer is deemed to accept such variation in the price quoted unless notification is given to the Company by the Buyer in writing within 48 hours following notification of any change. 

14 CREDIT AND CREDIT INFORMATION

14.1 The Company will make a search with a credit reference agency and will keep a record of that search and as is necessary and proportionate to allow the Company to fulfil its contract with the Buyer, will share that information as required with third parties. The Company may also make enquiries about the principal directors with a credit reference agency. 

14.2 Where the Buyer provides the Company with personal data (“data”), the Buyer understands that the data will be held securely in confidence and processed for the purpose of processing your Contract (“Lawful Activities”). 

14.3 In considering the Buyer's application, the Company accept that we may consult with and disclose your data to credit reference agencies, banks, credit insurers and other 

responsible organisations outside your business that you have nominated (“third parties”), and that such third parties may process the data. 

14.4 The Company understand that under the Data Protection Act 2018 you have a right to know what data the Company holds on you. You may apply to us in writing to request this information. 

14.5 Credit accounts are only opened subject to satisfactory references being received and maintained, subject to the Buyer's observance of the terms on which credit is given.14.6 If the Buyer has an approved credit account, settlement of 

invoices are required by the end of the month following the month in which the invoice is issued. Interest at the monthly rate of 2% above Barclays Base Lending Rate will be charged from day to day on all monies outstanding after this time until the actual date of payment. Any cash discount referred to in the quotation, correspondence and/or elsewhere will not be allowed to the Buyer. 

14.6 Where payment is agreed to be made by instalments, any delay or default by the Buyer in making payment in respect of any one instalment shall render all the remaining instalments due forthwith, and interest will be charged in accordance with condition 14.6 with immediate effect until the actual date of payment. 

14.7 The Company reserves the right, on giving to the Buyer notice 

of its intention to do so, to close a credit account and/or withhold performance of any or all of its obligations under the Contract if in its absolute discretion it considers the Buyer's credit status to be unsatisfactory. 

15 DATE FOR PAYMENT

Subject to 14.6 Goods will not be delivered until payment has been received in full. 

16 DELIVERY BY INSTALMENTS

Where delivery is agreed to be made by instalments, each instalment shall be deemed to be a separate and distinct contract and no default by the Company in respect of any one or more instalments shall entitle the Buyer to reject or withhold payment in respect of any other instalment or instalments. 

17 DISPUTES AND SET OFF

Any liability of the Company under the Contract shall be subject to and 

conditional upon the due performance and observance by the Buyer of all its obligations under these conditions, and subject to these conditions, the Buyer shall not be entitled to withhold or delay payment or exercise any right of set-of whatsoever and howsoever arising or arisen which might otherwise be available to it. 

18 RISK

Subject to condition 19, the risk of loss of or damage to the Goods or any of them shall pass to the Buyer upon delivery. 

19 TITLE

Notwithstanding the passing of risk under condition 18, unless and until payment shall have been made to the Company of all sums due to it under the Contract and/or under any other contract between the Buyer and the Company on any account whatsoever: 

19.1 Property in and title to the Goods shall remain in the Company; 

And 

19.2 The Buyer shall store the Goods separately from all other Goods and products and in such a way that they can be readily identified as being the property of the Company; and 

19.3 Subject to conditions 19.4 and 19.5 the Buyer shall be free to sell the Goods in the ordinary course of its business on the basis that the proceeds of sale shall be the property of the Company, and the Buyer shall account to the Company on demand; provided that the Buyer shall have no authority to enter into any contract for sale on behalf of the Company and any contract for sale shall accordingly be concluded in the name of the Buyer; and 

19.4 The Company may at any time revoke the Buyer's power of sale referred to in 19.3 by written notice to the Buyer if the Buyer shall for seven days or more be in default in the payment of any sum whatsoever due to the Company (whether in respect of the Goods or any other Goods supplied by the Company or services rendered, whether or not under the Contract, by the Company or for any other reason whatsoever) or if any bill of exchange, cheque or other instrument drawn or accepted by the Buyer in favour of the company shall on presentation for payment be dishonoured, or if the Company in good faith shall have doubts as to the solvency of the Buyer, 

and 

19.5 The Buyer's power of sale referred to in 19.3 above shall automatically cease if any receiver or manager shall be appointed over any or all of the assets or undertaking of the Buyer, or if any winding up order shall be made against the Buyer, or if the Buyer shall go into voluntary liquidation (otherwise than for the purposes of, and followed by, reconstruction or amalgamation) or call any meeting of or make any arrangement or composition with creditors or commits any act or bankruptcy; and 

19.6 Upon determination of the Buyer's power of sale under 19.4 or 19.5 above, the Buyer shall place the Goods at the disposal of the Company and the Company shall be entitled, using only such force as may be reasonable and necessary, to enter upon any premises of the Buyer for the purpose of removing the Goods. 

19.7 Where payment may be made by the Buyer by means of any bill of exchange, cheque or other negotiable instrument, the Company shall be deemed not to have received payment for the purposes of this condition unless and until the bill of exchange, cheque or other negotiable instrument shall have been honoured on presentation for payment, notwithstanding that the Company may have negotiated it and received value, therefore. 

20 TERMINATION AND SUSPENSION

Without prejudice to any rights and remedies available to it, whether under the Contract or otherwise, the Company shall be entitled, in its absolute discretion and upon giving to the Buyer written notice of its intention to do so, whether to terminate wholly or in part the Contract and/or any other contract with the Buyer or to withhold performance of all or any of its obligations under the Contract and/or any other Contract in any one or more of the following events. 

20.1 If any sum owing to the Company from the Buyer on any account whatsoever shall be unpaid after the due date for payment, or 

20.2 If the Buyer shall refuse to take delivery of or collect any of the Goods in accordance with the terms of the Contract; or 

20.3 If the Buyer shall commit any breach of the Contract or of any other of its obligations to the Company; or 

20.4 If any distress or execution shall be levied upon any of the Buyer's property or assets; or 

20.5 If the Buyer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him; or 

20.6 If the Buyer is a limited company and any resolution or petition 

to wind up the Buyer's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver is appointed of the Buyer's undertaking, property or assets or any part thereof; or 

20.7 If the Buyer shall refuse to provide any security for credit as hereinafter provided. 

The Company shall be entitled to exercise its rights of termination or suspension hereunder at any time during which the event or default giving rise thereto shall not have ceased or has not been remedied within a reasonable time and in the event of any such suspension the Company shall be entitled to require, as a condition of resuming performance under the Contract, prepayment of or such security as it may stipulate for the payment of any sum or sums due or to become due to it. 

21 DEFECTIVE GOODS

21.1 The Company shall make good at its option by reimbursement 

of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid under the Contract) or by repair or by replacement any defect developing under normal use in the Goods and due solely to faulty design (except where supplied by or on behalf of the Buyer), materials or workmanship, provided that: 

21.1.1 Written notice of any such defect will be given to the Company within twelve months after the Buyer has taken possession of the Goods in question; and 

21.1.2 Any Goods alleged to be defective will be promptly made available to the Company for inspection (including without prejudice to the generality return at the Buyer's risk and expense to the Company's works for inspection) and the Company shall in its reasonable opinion consider them to be defective solely by reason of faulty design (except as to the Company's works for inspection) and the Company shall in its reasonable opinion consider them to be defective solely by reason of faulty design (except as aforesaid), materials and/or workmanship; and 

21.1.3 No attempt has been made by the Buyer or by any third 

party to remedy any defect before the Goods in question shall have been returned to the Company for inspection; and 

21.1.4 The Goods in question have been fitted, serviced and 

maintained properly and in accordance with the Company's and/or its suppliers' recommendations and specifications and have not been fitted with any parts, components and/or accessories other than those manufactured or recommended by the Company and/or its suppliers; 

and 

21.1.5 Where any such defect is due to a fault in any part, component, accessory and/or other item of the Goods not manufactured by the Company, the Buyer shall be entitled as against the company, only to such remedy as the Company may be able to obtain against the relevant manufacturer or supplier; and 

21.1.6 In default of any claim being made under this condition within the period of twelve months above referred to, the Goods shall be deemed to comply with the Contract and to be in all respects satisfactory. 

21.2 The Company's liability shall (subject to condition 21.4) be limited to reimbursement of the price or repair or replacement of the Goods as aforesaid and shall be subject to compliance by the Buyer with the terms of the foregoing part of this condition. Apart from such reimbursement, replacement or repair, the company, its employees and agents shall be under no liability to the Buyer or to any third party for any injury, loss 

or damage of any kind whatsoever and howsoever arising or arisen, and whether direct or indirect including without limitation any injury, loss or damage arising out of and/or incidental to; 

21.2.1 Any negligence of the Company and/or of any of its employees and/or agents (except insofar as such negligence may result in death or personal injury); and/or 

21.2.2 The Company's performance of and/or failure to perform and/or breach of any of its obligations, whether express or implied, under the Contract and/or otherwise; and/or 

21.2.3 The supply, installation, repair and/or maintenance of any of the 

Goods; and/or 

21.2.4 Any defect in any of the Goods; and/or 

21.2.5 Any advice given and/or representation made by the Company or on its behalf in relation to the nature, quality, specification, design, performance, use and/or installation of any of the Goods. 

21.3 Subject to condition 21.4 the terms of this condition replace all 

conditions, warranties, representatives, statements, liabilities and other terms whatsoever implied by common law, statute and/or otherwise, all of which shall accordingly be excluded to the extent allowed by law, and the Company shall 

have no obligation to the Buyer, either in tort or in contract (and whether under the Contract or under any other Contract) other than the express obligations contained in these conditions or in any other document expressly incorporated in writing into the Contract. Accordingly, it shall be for the Buyer to insure against any liability arising from its use of the Goods. 

21.4 Nothing in these conditions of sale shall be construed as attempting to exclude or restrict the liability of the Company to a consumer as referred to in section 6(2) Unfair Contract Terms Act 1977. Nothing in these terms and conditions shall exclude or limit our liability for (i) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under applicable law. 

21.5 The Company and/ or any other party (whether or not involved in creating, producing, maintaining or delivering this Website), and any of our officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Website in any way or in connection with the use, inability to use or the results of use of this Website, any websites linked to this Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Website or your downloading of any material from this Website or any websites linked to this Website. 

21.6 If your use of material on this Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof. 

21.7 You agree to indemnify the Company fully, defend and hold us, and our officers, directors, employees and agents, harmless from and against all claims, liability, damages, losses, costs (including reasonable legal fees) arising out of any breach of the terms and conditions by you, or your use of this Website, or the use by any other person using your registration details. 

22 EMPLOYEES

These conditions are stipulated by the Company on behalf of the Company and on behalf of all its employees and agents and apply for their benefit as for that of the Company, and the Buyer shall not sue or make any claim against any employee or agent of the Company in respect of any alleged negligence and/or other default on the part of the Company and/or any such person in relation to the Contract. 

23 THIRD PARTY CLAIMS

The Buyer shall indemnify the Company in full against any liability whatsoever (including any liability based on the negligence of the Company) which it may incur resulting from any claim made against the Company by any third party, including without limitation any employee or agent of the Buyer or any subsequent buyer or hirer or other bailee of the Goods or any of them, arising or arisen directly or indirectly out of the performance and/or any non-performance and/or breach of the Contract and/or otherwise out of or connected with the manufacture and/or supply of the Goods or any of them or the provision of any services. 

24 INTELLECTUAL PROPERTY RIGHTS

24.1 The Buyer shall forthwith notify the Company in writing of any claim made or action brought against the Buyer for infringement of any intellectual property right or rights or for unauthorised use of any confidential information or for passing of by reason of the manufacture and/or sale of any Goods. 

24.2 the Company (or its nominee) shall be free to conduct any negotiations for the settlement of any such claim and/or to conduct any litigation resulting therefrom without any obligation or responsibility whatsoever to the Buyer other than where it is decided by a competent court of law or agreed by the Company (or its nominee) 

in writing that there has been any such infringement or unauthorised use or passing off, to give credit for the Goods giving rise to the claim or action or at the option of the Company (or its nominee), and at its (or its nominee's) cost and expense to make such alterations thereto as may be necessary to remedy the matter complained of. 

24.3 The Buyer shall without cost to the Company (or its nominee) provide such facilities and assistance as the company (or its nominee) may reasonably require – to enable it to investigate and conduct any such claim or action. 

24.4 The Goods are manufactured in accordance with a design or specification provided by, or on behalf of the Buyer, and sold by the Company to the Buyer than, as regards any such Goods, the Buyer shall indemnify the Company (and where appropriate its supplier) against all actions, costs, claims, demands, damages, liabilities and expenses whatsoever and howsoever arisen, together with interest and any VAT thereon, in relation to any claim or action for infringement of any intellectual property right or rights or for unauthorised use of any confidential information or for passing off, whether actual or alleged. 

25 WARRANTY AND COMPLIANCE WITH REGULATIONS

It is a condition precedent to the performance of the Company of its obligations under the Contract that all necessary licences, permits and consents shall have been obtained by the Buyer. 

25.1 The Company warrants/ guarantees: 

• The Goods conform to their description and any specification issued by the Buyer; and 

• The Goods are fit for the purpose for which they have been sold and any damage, disruption or interference to the Goods supplied by the Company to the Buyer shall be rectified. 

• Damaged caused by improper use, third party damage or abnormal wear and tear or other extenuating circumstances would void the guarantee. 

• If the Buyer notifies the Company that any of the work is found to be defective or not in compliance with these Terms and Conditions, the Company shall within 14 calendar days of being notified of such defects or non-compliance remedy any default to the satisfaction of the Buyer. 

• Insofar as it is requirement that the Buyer undertakes a course to be able to competently install or fit certain specified Goods supplied by the Company, the Company guarantees the Goods are fit for purpose provided the Buyer has completed the course. 

26 FORCE MAJEURE

Neither Party will be liable for any delay in performing or failure to perform any of its obligations under the Agreement/Order if such delay or failure is caused by force majeure, such as civil disorder, fire military action, natural disaster, pandemic, National Emergency, Laws or Regulations and other circumstances which are beyond the control of the Party in question. In such event, the party will give immediate notice in writing to the other Party of the existence of such cause or event and of the likelihood of delay. 

27 WAIVER

No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Any waiver by the Company of any breach by the Buyer of any of its obligations under the Contract shall not affect the rights of the Company in the event of any further or additional breach or breaches. 

28 SEVERABILITY

28.1 If any part of the Contract is found to be invalid or unenforceable, that part will be severed from this Contract and the remainder of the Contract shall remain in full force. 

28.2 Each and every obligation contained in these conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non-enforceability of any other such obligation. 

29 ASSIGNMENT

The Contract is personal to the Buyer, who shall not assign or in any way part with the benefit thereof without the Company's prior written consent. 

30 CLAUSE HEADINGS The clause headings in these conditions are for convenience only and shall not in any way affect the interpretation of the Contract. 

31 DISPUTE RESOLUTION

31.1 The Buyer agrees in the first instance to raise any aspect of any complaint and/ or dispute regarding any part of the performance of the contract with the Company directly with a Director of the Company and agrees to allow the Company a reasonable time to investigate and/ or resolve such a complaint/ dispute. The same applies if the Company raises any dispute / complaint with the Buyer. 

31.2 If either party to the complaint/ dispute between the Buyer and the Company, does not agree with a proposed resolution, the matter shall be referred to an arbitrator mutually agreed between the parties. 

32 GOVERNING LAW AND JURISDICTION

The Contract shall be governed by and construed in all respects in accordance with English Law, and the Company and the Buyer shall submit to the exclusive jurisdiction of the English Courts.

 

Modern Slavery Statement