1. DEFINITIONS

The following words and phrases used within these Terms and Conditions are intended to be construed accordingly.

The Buyer means - any person, firm or company for whom or on whose behalf Sensors for Safety Ltd undertakes any business.

The Goods means - any articles of any type or composition, or services supplied by Sensors for Safety Ltd to the buyer.

The Contract - means the agreement made between the buyer and  Sensors for Safety Ltd for the goods or services supplied by Sensors for  Safety Ltd.

The Contract Price - means the price payable by the buyer to  Sensors for Safety Ltd for the goods supplied by Sensors for Safety Ltd.

Finished Product Price - means standard list price

The Dispatch Point - means the registered address of Sensors for Safety Ltd

2. DECLARATIONS

(1) All orders are accepted subject to these conditions and  shall be incorporated into every contract made between Sensors for  Safety Ltd and the buyer, and shall not be subject to variation by the  buyer without the written agreement of Sensors for Safety Ltd.

(2) These Terms and Conditions shall override any terms and  conditions stipulated, incorporated in any customer order form or  document, referred to or implied by the buyer, whether in the contract  or in any negotiations, and all guarantees, warranties or conditions  (including any conditions as to quality or fitness for any purpose)  whether express or implied by statute, common law or otherwise are  excluded and hereby negated in so far as it is reasonable to do so.

(3) Sensors for Safety Ltd, unless by special arrangement in  writing do not carry public or product liability insurance for direct  sales of products to the United States of America or any offshore  research and drilling platforms. The buyer shall totally and completely  indemnify Sensors for Safety Ltd against all risks when supplying  Sensors for Safety Ltd products to these markets.

(4) The prices, specifications, delivery times or any other  information concerning the Products contained in any quotation given by  Sensors for Safety Ltd to the Buyer are commercial estimates only and  are not binding on Sensors for Safety Ltd and may be modified by Sensors  for Safety Ltd following fair notice to the Buyer.

3. ACCEPTANCE

The buyer shall inspect the goods immediately upon collection  from the despatch point or upon taking delivery and shall notify Sensors  for Safety Ltd within fourteen days in writing of any matter or thing  by reason whereof it alleges the goods are not in accordance with the  contract. If the buyer shall fail to give such notice the goods shall be  deemed to be in accordance with the contract in all respects and the  buyer shall be bound to accept them and to pay for the same.

4. INSURANCE AND RISK

(1) The goods supplied to the buyer by Sensors for Safety Ltd shall be at the risk of the buyer either: -

(a) Immediately upon delivery to the buyer or upon being  received into custody on the buyer’s behalf whichever is the sooner, or;

(b) Upon collection from the dispatch point by the buyer,  whichever shall be the sooner and the buyer shall in either case  thereafter keep Sensors for Safety Ltd indemnified in respect of any  loss or damage to the goods howsoever arising or caused.

(2) When the contract requires that Sensors for Safety Ltd  deliver the goods to the buyer, Sensors for Safety Ltd shall insure the  goods during transit until arrival at the buyer’s premises or other  agreed destination or port, upon receipt by the buyer, or the buyers’  agent, Sensors for Safety Ltd shall accept no further responsibility for  any damage incurred thereafter. 

5. INDEMNITY

The buyer shall indemnify Sensors for Safety Ltd against all  damages, penalties, costs and expenses to which Sensors for Safety Ltd  may become liable if any work done in accordance with the buyer’s  specification involves an infringement of a registered design, patent,  trade mark or similar right.

6. CONFIRMATION OF ORDER

(1) Sensors for Safety Ltd may at their absolute discretion decline to accept any order

(2) The contract will not become valid until the buyers order  is confirmed by Sensors for Safety Ltd, either by written  acknowledgement of order or by pro forma invoice.

(3) All ordered products will be invoiced at current prices  inclusive of any agreed discounts or terms (current prices will apply at  order receipt date unless otherwise agreed in writing.)

(4) Sensors for Safety Ltd do not carry out customer order  price checks at the receipt stage, our acknowledgement does not confirm  any price other than as stated in section 6 (3) or as provided in a  written quotation.   

7. PRICE AND PAYMENT

(1) Sensors for Safety Ltd may at its sole discretion (and  subject to receipt of such satisfactory references as Sensors for Safety  Ltd may require) designate the Buyer as an approved account holder and  in any such case unless Sensors for Safety Ltd shall otherwise direct  payment of the price for the Products shall be made in full by the Buyer  to Sensors for Safety Ltd no later than 30 days (unless otherwise  agreed in writing) from date of invoice or delivery of the Products to  the Buyer whichever is earlier or in the event that the Buyer’s shipping  instructions are not received as required by Sensors for Safety Ltd or  shipment is held on the Buyers request of notification by Sensors for  Safety Ltd that the Products are ready for delivery. Sensors for Safety  Ltd expressly reserves the right in its sole discretion to refuse to  designate the Buyer as an approved account to withdraw such designation  at any time without notice and to require payment in accordance with  clause (3) notwithstanding such designation including with respect to  future deliveries of the Products where delivery is by instalment.

(2)  Sensors for Safety Ltd may at its sole discretion offer  approved account holders the status of designated Buyer which offers  agreed discounts on finished product prices including limited life parts  (replacement parts), as itemised in the finished product price list.  Parts as listed in the parts price list and utilised under repair or  purchased separately by the Buyer will not carry discount. Failure under  section 7 will allow Sensors for Safety Ltd to reduce or withdraw any  agreed discount.

(3) Unless Sensors for Safety Ltd shall allow the Buyer credit  payment terms as an approved account in accordance with clause (1)  payment of the price for the Products shall be made in full by the Buyer  to Sensors for Safety Ltd within 30 working days of the receipt of  Sensors for Safety Ltd's pro-forma invoice accepting the Buyer’s order  and Sensors for Safety Ltd obligations under the Contract are wholly  conditional upon such payment being made. Preparation of the order will  not commence until payment has been received in full by Sensors for  Safety Ltd – see Section 9 (4)

(4) All finished product prices and parts prices are available  directly from Sensors for Safety Ltd registered office, access to  finished product prices for designated Buyers is www.sensorsforsafety.co.uk  (secure area). 

(5) The Contract Price shall be strictly net unless otherwise  quoted. Sensors for Safety Ltd shall be entitled to add to the Contract  Price the amount of any tax or other Governmental charges in the UK or  otherwise which Sensors for Safety Ltd must pay in respect of the Goods  (including Value Added Tax).  Such taxes or Governmental charges shall  include those now in effect or those which are hereinafter imposed or  any increases thereto prior to delivery. Packing, delivery and insurance  will be solely for the Buyers account.

(6) All payments made to Sensors for Safety Ltd (the payee)  should be organised in GBP £ sterling; the exchange rate must be  transacted by the customer (the payer) to achieve the correct value in  GBP on receipt at the payee’s bank.

Subject to prior written agreement, the payment may be accepted  in other currencies, on such occasions the exchange rate must reflect  the rate quoted by Bloomberg.com and payments must be made within one  week of the agreed payment terms, failing which Sensors for Safety Ltd  will expect payment in GBP £ sterling.

All bank transfer payments made to the payee must be confirmed  by remittance advice to Sensors for Safety Ltd accounts, clearly  identifying the exchange rate and date of exchange of any transfers  agreed in alternative currencies. 

(7) Without prejudice to Sensors for Safety Ltd other rights in  the event that any payment from the Buyer is overdue, Sensors for  Safety Ltd reserves the right to disallow any discount available to the  Buyer thereon and to charge interest on any overdue payment to be added  to the amount outstanding at an annual rate of four per cent (4%) above  base lending rate of Barclays Bank Plc from time to time accruing on a  day to day basis, until Sensors for Safety Ltd has received payment in  full.

(8) The Buyer shall neither withhold payment of any amount due  under the Contract in respect of any disputed claim for damage to the  Products or any other alleged breach of contract by Sensors for Safety  Ltd, nor shall it be entitled to exercise a right of set-off.

(9) If any payment from the Buyer to Sensors for Safety Ltd  under the contract is overdue, Sensors for Safety Ltd may suspend  further deliveries under the Contract or any other contract with the  Buyer and if such payment shall remain in arrears for more than 14 days  Sensors for Safety Ltd may cancel this Contract or any other contract  with the Buyer in whole or in part without prejudice to its other rights  and without incurring any liability to the Buyer.

(10) Please note that individual transactions having a total order value below £50.00 will incur a £15.00 administration charge

8. CONSTRUCTION

The conditions herein defined and any contract arising shall in  all respects be subject to and construed in accordance with English  Law.

9. CANCELLATION

(1) No order accepted by the Company may be cancelled or  postponed by the Buyer and therefore no returns will be accepted nor  refunds made without express prior agreement in writing by Sensors for  Safety Ltd.

(2) No order accepted by the Company for custom manufactured  products, none OEM products or otherwise any item(s) not listed in the  Sensors for Safety Ltd Products Price List or Sensors for Safety Ltd  Spares Price List may be cancelled or postponed by the Buyer under any  circumstances and therefore no refunds will be made by the Company in  lieu of the same.

(3) A request for cancellation or postponement of any order for  products listed in the Sensors for Safety Ltd Products Price List or  Sensors for Safety Ltd Spares Price List  must be in writing and agreed  in writing by Sensors for Safety Ltd, if cancellation occurs before  dispatch of the goods, a charge of 40%.will apply. If cancellation is  requested after dispatch a cancellation charge of 60% will apply. A  minimum charge of £45 per order will apply to all cancellations. No  refunds will be made on electrochemical sensors. Subject to return of  the goods to Sensors for Safety Ltd in as-new condition, a credit note  will be issued. Sensors for Safety Ltd shall reserve the right to amend  the cancellation cost as appropriate where goods are not returned as  new. Safe return of the goods to Sensors for Safety Ltd is the sole  responsibility of the Buyer. Sensors for Safety Ltd may at their  absolute discretion decline to accept any request for cancellation.

(4)  A request to cancel a scheduled field service appointment  must be advised in writing to the Field Service Manager not less than  five working days prior to the agreed date of commencement.  Any agreed  changes will incur a 10% project rescheduling charge.

(5) Where payment for an order is by pro forma invoice, if  after 30 working days from the date of issue payment has not been  received, the order will be cancelled by Sensors for Safety Ltd. The  minimum charge of £45 will be invoiced to the Buyer to cover  administration costs.

10. SPECIFICATION

Specifications - performance, technical data including any  reference as to colour, drawings and similar documents submitted by  Sensors for Safety Ltd must be regarded as approximate representations  only and are not binding in detail and may be modified at any time  without prior notice, whilst every effort will be made to provide  specifications as accurate as possible, deviations and changes in  specification shall not form the basis of a claim against Sensors for  Safety Ltd.

11. DELIVERY TIME

Any time or date specified by Sensors for Safety Ltd for  delivery of goods or services is deemed to be an estimate only and  Sensors for Safety Ltd shall not be liable to make good any damage or  loss whether arising directly or indirectly from delay in delivery. 

12. TRANSFER OF PROPERTY AND RETENTION OF TITLE

Notwithstanding delivery to the buyer and notwithstanding  incorporation into the goods of materials supplied by the buyer, the  property in the goods supplied by Sensors for Safety Ltd shall remain  the sole and absolute property of Sensors for Safety Ltd as legal and  equitable owner, until such time as the buyer shall have paid to Sensors  for Safety Ltd the contract price. The source code and copyright of any  software, patent, model right, trade mark, design right, registered  trade name and copyright shall remain the property of Sensors for Safety  Ltd.

13. LIEN

Sensors for Safety Ltd has a lien and a right to hold (in any  chosen place) goods and any tools or other materials supplied by the  buyer for all sums due on any account whatsoever by the buyer to Sensors  for Safety Ltd, who may exercise such lien by disposing of the goods on  any such terms as Sensors for Safety Ltd may think fit after giving 28  days’ notice to the buyer. The expenses of maintaining and exercising  any lien shall be a debt forthwith due to Sensors for Safety Ltd from  the buyer to Sensors for Safety Ltd.

14. TERMINATION OF CONTRACT/AGREEMENT

Sensors for Safety Ltd shall be entitled to terminate the  contract/agreement by notice in writing to the Buyer.  If the buyer  shall make default in or commit any breach of any of his obligations to  Sensors for Safety Ltd, or if any distress or execution shall be levied  upon the buyer, its property or assets, or if the buyer shall make or  offer to make any arrangements or composition with creditors, or if any  petition or receiving order in bankruptcy shall be presented or made  against the buyer, or it the buyer shall be a company and any resolution  or petition to wind up such company’s business shall be passed or  presented, or if a receiver of such company’s undertaking property or  assets or any part thereof shall be appointed, or the company undergo  reconstruction, amalgamation or take-over.

15. RIGHT TO SUB-CONTRACT

Sensors for Safety Ltd shall be entitled to sub-contract the  whole or any part thereof of the contract, whether for the supply of  goods or services. 

16. DIVISIBILITY CLAUSE

This contract is divisible. Each delivery made hereunder shall  be deemed to arise from a separate contract and shall be invoiced  separately; any invoice for a delivery shall be payable in full in  accordance with the terms of payment provided for herein, without  reference to and notwithstanding any defect of default in delivery of  any other instalment.

17. HIMALAYA CLAUSE

No servant or agent or sub-contractor of Sensors for Safety Ltd  performing the whole or part of the contract shall in any circumstances  whatsoever be under any liability whatsoever to the buyer or the buyers  principle for any loss, damage or delay of any kind, arising or  resulting directly or indirectly from any act, neglect or default on his  part while acting in the course of or in connection with his  employment, and every exemption limitation and condition hereunder is  applicable to the servant, agent, or sub-contractor and shall be  available to and shall extend to protect every such servant, agent or  sub-contractor as aforesaid, and for the purposes of this condition  Sensors for Safety Ltd shall be deemed to be acting as an agent on  behalf of and for the benefit of all persons who are or may be Sensors  for Safety Ltd servant, agent or sub-contractor, and all such persons  shall to this extent be or be deemed to be parties to the contract.

18. FORCE MAJEURE

If the contract shall become impossible of performance or  otherwise frustrated by reason of war, invasion, act of terrorism,  hostilities (whether war be declared or not), civil war, rebellion,  revolution or civil strife, consequent upon any of the said events,  Sensors for Safety Ltd shall be relieved of all liabilities incurred  under the contract wherever and to the extent to which the fulfilment of  such obligations is prevented, frustrated or impeded as a consequence  of any such event, or by any statutes, rules, regulations, orders or  requisitions issued by any Government department, Council or other duly  constituted authority, or from strikes, lockouts, breakdown of plant or  any other causes (whether or not of a like nature) beyond the control of  Sensors for Safety Ltd. 

19. CONFLICTING CONDITIONS

In the event of any stipulation contained in these terms and  conditions coming into conflict with any other stipulation herein  contained, Sensors for Safety Ltd shall be entitled to the benefit to  that stipulation which is most favourable to Sensors for Safety Ltd, any  rule of law to the contrary notwithstanding.

20. WARRANTY

Sensors for Safety Ltd warrants to the Buyer that the Products  will be free from defects in material and workmanship for a period of  twelve months for parts and thirteen months for finished products from  the date of delivery to the Buyer (the “Warranty Period”).  Provided the  Buyer makes a full inspection of the Products immediately upon receipt  and thereafter gives Sensors for Safety Ltd written notice within  fourteen days containing full particulars of any defects it discovers  and the circumstances in which such defects occurred, Sensors for Safety  Ltd shall, at its sole option, EITHER repair, replace OR give a credit  for the price of any such Products which  examination confirms are  defective in performance, material or in workmanship within the Warranty  Period provided that the Buyer has adhered to the payment provisions  contained in section 7 hereof and FURTHER PROVIDED that:

(1) Carriage charges to and from Sensors for Safety Ltd for  repairs under warranty will be at the Buyer’s expense. Site visits are  not covered under warranty, any on site work involving Sensors for  Safety Ltd personnel will only be undertaken at the written request and  expense of the Buyer, charged at the current Sensors for Safety Ltd day  service rate, including any delays beyond Sensors for Safety Ltd control  and including travel, accommodation and living costs.

For fixed systems (not portable or transportable) located in  the United Kingdom, Sensors for Safety Ltd at its sole option may offer  on-site warranty providing that: -

(a) the goods supplied by Sensors for Safety Ltd, have been  commissioned on site (set working) by Sensors for Safety Ltd personnel  and that the buyer is in receipt of a Sensors for Safety Ltd  commissioning report of completion.

(b) an annual maintenance agreement has been offered and accepted.

(c) the Buyer has adhered to the payment provisions contained in section 7 hereof.

In all cases the goods warranty start date remains from the date of delivery.

(2) Overseas Equipment Only - Where “time is of the essence”  the buyer will have the option to purchase replacement equipment,  returning the defective items to Sensors for Safety Ltd for assessment  as defined in section 20, following which a credit note will be issued  on establishing that the defect to the original equipment satisfies the  conditions of the warranty. Where new equipment has been purchased,  Sensors for Safety Ltd reserve the right to make reasonable adjustment  to the value of the credit note accounting for wear and tear and life  expectancy of some components that may be incorporated in the returned  product.     

(3) The repair or replacement of defective Products during the  Warranty period in accordance with section 20 shall not as regards such  Products extend the period of warranty therein provided.

(4) The provisions of section 20 do not extend to any Products  which have been subjected to misuse, accident or improper installation,  maintenance, application or operation nor do they extend to products  which have been repaired, modified, fitted with unapproved (not Sensors  for Safety Ltd supplied) parts or altered otherwise than by the  employees of Sensors for Safety Ltd unless previously authorised in  writing by Sensors for Safety Ltd.

 (5) In no circumstances shall Sensors for Safety Ltd liability  to the buyer for any breach of the warranty exceed the price paid for  the products with respect to which any claim is made.

21. LIMITATION OF LIABILITY

With the exception of the terms specified in section 20,  Sensors for Safety Ltd shall accept no liability whatsoever to the  buyer, whether in contract, tort or otherwise for any indirect, special,  consequential or incidental loss or damage of any kind suffered or  incurred by the buyer howsoever caused or arising, whether from breach  or non-performance of any of its obligations under the contract or from  the supply, installation, performance, operation or use of the products,  except liability for death or personal injury arising from Sensors for  Safety Ltd proven negligence.

22. VARIATION

No variation by the buyer of any order can in any circumstances  whatsoever be accepted without the consent in writing of an authorised  representative of Sensors for Safety Ltd.

23.  BUYER’S RESPONSIBILITES

The Buyer acknowledges that it is responsible for the selection  of the Goods for their intended application, and for giving  instructions to the Seller as to the configuration of the Goods, and  that the Seller makes no representation and gives no warranty as to the  fitness or suitability of the Goods (as configured in accordance with  the Buyer’s instructions) for any particular application in use.