Terms and Conditions

Winlock Security Ltd Terms of Web Trading

1. Business customers and consumers

 1.1 Some of these terms apply to consumers only: some apply to business customers only. Those terms are marked as such.

 1.2 All other terms apply to customers.

 1.3 You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.

 1.4 If you are not a business customer, you are a consumer. You have certain statutory rights as a customer which are not affected by these terms. Contact your local trading standards office for more information. Words in italic type are legal words which clarify, rather than alter, the meaning of a relevant clause.

 

2. Price

 2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applied at the time of delivery.

 2.2 The price quoted excludes delivery (unless otherwise stated).

 2.3 Business customers only: unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.

 2.4 Business customers' only rates of tax and duties on the goods will be those applying at the time of delivery.

 

3. Delivery

 3.1 All delivery times quoted are estimates only.

 3.2 Subject to clause 3.1. If you request that we postpone the delivery until after any quoted delivery date, we may (at our discretion) agree to do so. If we agree to postpone delivery we may.

 3.2.1 Treat the goods as having been delivered on the quoted delivery date (for the purpose of risk, inspection and payment): and

 3.2.2 Store the goods until actual delivery and you will be liable for all related costs and expenses.

 3.3 If we fail to deliver within a reasonable time after the quoted delivery time, you may (by informing us in writing) cancel the contract, however:

 3.3.1 You may not cancel if we receive your notice after the goods have been dispatched: and

 3.3.2 If you cancel the contract, you can have no further claim against us under the contract.

 3.4 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for the delay (including indirect or consequential loss, or increase in the price of goods.

 3.5 We may deliver goods in instalments. Each instalment is treated as a separate contract.

 3.6 We may decline to deliver if:

 3.6.1 We believe that it would be unsafe, unlawful or unreasonable difficult to do so; or

 3.6.2 The premises (or access to them) are unsuitable for our vehicle.

 

4. Risk

 4.1 The goods are at your risk from the time of delivery.

 4.2 Delivery takes place either:

 4.2.1 At our premises (if you are collecting or arranging carriage).

 4.2.2 Or at your premises or address specified by you (if we are arranging carriage).

 4.3 You must inspect goods on delivery. If any goods are damaged or not delivered, you must write to tell us within three days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods.

 

5. Payment terms

 5.1 You are to pay us in cash or in cleared funds on / prior to / delivery.

 

6. Warranties

 6.1 We warrant that the goods:

 6.1.1 Comply with the description on our acknowledgement of order form: and

 6.1.2 Are free from material defects at the time of delivery (as long as you comply with clause 6.4).

 6.2 Business customers only: we give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

 6.3 Consumers only: the warranty in clause 7.1 is in addition to your statutory rights and the following limitations of liability are subject to such statutory rights.

 6.4 If you believe that we have delivered goods which are defective in material or workmanship, you must:

 6.4.1 Inform us (in writing), with full details, as soon as possible: and

 6.4.2 Allow us to investigate (we may need access to your premises and product samples).

 6.5 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 6.4) in full, we will (at our option) /repair the goods replace the goods refund the price/. You must return the defective goods to us at your expense.

 6.6 We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including (as examples only):

 6.6.1 Direct financial loss, loss of profits or loss of use: and

 6.6.2 Indirect or consequential loss.

 6.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £5,000,000.

 6.8 For all other liabilities not referred to elsewhere in these terms our liability is limited to the price of the goods.

 6.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting in negligence.

 6.10 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.

 

7. Specification

 7.1 If we prepare the goods in accordance with your specifications or instructions you must ensure that:

 7.1.1 The specifications or instructions are accurate;

 7.1.2 Goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them: and

 7.1.3 Your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in breach of any applicable law or regulation.

 7.2 Business customers only: We reserve the right:

 7.2.1 To make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and

 7.2.2To make without notice any minor modifications in our specifications we think necessary or desirable.

 

8. Return of goods

 8.1 We will accept the return of goods from you only;

 8.1.1 By prior arrangement (confirmed in writing):

 8.1.2 On payment of an agreed handling charge (unless the goods were defective when delivered) and

 8.1.3 Where the goods are as fit for sale on their returns as they were on delivery.

 

9. Export Terms

 9.1 Clause 9 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas.

 9.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail over the Incoterms to the extent that there is any inconsistency.

 9.3 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.

 9.4 Where the goods are to be sent by us to you by a route including sea transport, we are under no obligation to give a

notice under section 32(3) of the Sale of Gods Act 1979.

 9.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.

 9.6 We are not liable for death or personal injury arising from the use of goods delivered in the territory or another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

 

10. Cancellation

 10.1 You may not cancel the order unless we agree in writing (and clauses 3.3.2 and 11.2 then apply).

 10.2 If the order is cancelled (for any reason) you are then to pay us for all the stock (finished or unfinished) that we may then hold (o to which we are committed) for the order.

 

11. Waiver and variations

 11.1 No failure or delay by us in enforcing any of our rights shall constitute a waiver of any of our rights. No waiver shall be effective unless in writing and signed by us. 

 11.2 No variation of these terms is binding unless:

 11.2.1 Made (or recorded) in writing:

 11.2.2 Signed on behalf of each party: and

 11.2.3 Expressly stating an interaction to vary these terms.

 11.3 All orders that you place with us will be on these terms (or any that we may tissue to replace them). By placing an order with us, you are expressly waiving the terms you may have to the extent that they are inconsistent with our terms.

12. Force majeure business customers only

 12.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.

 12.2 Examples of those circumstances include an act of God, accident, explosions, war, terrorism, fire, flood, transport delays, strikes add other industrial disputes and difficulty in obtaining supplies.

 

13. General

 13.1 English law is applicable to any contract made under these terms. The English courts have non-exclusive jurisdiction.

 13.2 If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).

 13.3 If any of these terms are unenforceable as drafted:

 13.3.1 It will not affect the enforceability of any other of these terms;

 13.3.2 and if it would be enforceable if amended, it will be treated as so amended.

 13.4 We may treat you as insolvent if:

 13.4.1 You are unable to pay your debts as they fall due; or

 13.4.2 You (or any item of your property) becomes the subject of:

a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b) any application or proposal for any formal insolvency procedure; or
c) any applications, procedure or proposal overseas with similar effect or purpose.

 13.5 Business customers only: all brochures, catalogues and other promotional material are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contact with us.

 13.6 Business customers only: any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.

 13.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.

 13.8 The only statements upon which you may rely in making the contact with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:

 13.8.1 Contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or

 13.8.2 Which expressly state that you may rely on them when entering into the contract.

 13.9 Please note that we may transfer personal information about you to those we may appoint to administer your account or recover amounts owing. That may include, for example, passing information about you to our insurers, debt recovery agents and solicitors, if you fail to pay.

 13.10 You may not assign your rights.