1. Conditions
1.1. By using our website, placing an order for goods and/or registering as a member of our websites you confirm your agreement to our terms and conditions, including the Privacy Policy, as set out below: 1.2. An order for goods placed by you, the Purchaser through our websites shall be subject to these terms and conditions
1.3. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
1.4. Nothing in these terms and conditions shall affect the statutory rights of any consumer
1.5. Acceptance of goods is deemed to be acceptance of these conditions of sale. Any terms sought to be imposed by the Purchaser, either in a document or otherwise, that conflicts with or adds to these conditions is not accepted.
1.6. We may from time to time change, alter, adapt, add or remove portions of these terms and conditions but if we do so we will post any such changes on the website
2. General
2.1. All tenders and proposals are made by S3 Systems Limited (“the Company”) without engagement.
2.2. Design and Consultancy Services are provided only upon the Conditions set out below and the Conditions of Engagement provided in The Association of Consulting Engineers Agreements unless otherwise varied by agreement in writing.
2.3. Any concession or waiver made by the Company shall not prejudice the exercise by the Company of its rights hereunder.
2.4. The un-enforceability or invalidity of any one condition shall not affect the enforceability of the remainder.
3. Payment and Price
3.1. Goods and services shall be paid for at the time of purchase and at the price ruling at the point of sale, unless they form part of a design and consultancy contract or installation services contract, where the following interim payment procedure shall apply:
3.2. At the acceptance of a design and consultancy or installation services contract the Purchaser shall make a payment to the Company such an amount as detailed in the quotation to which these terms are attached to. This initial payment guarantees that the Company will devote its employee’s time, materials and resources to perform the design and consultancy services and prices of all components as appropriate throughout the duration of this contract.
3.3. During the course of a design and consultancy or installation services contract the Purchaser shall make further payments to the Company as detailed in the quotation to which these terms are attached to or when S3 Systems consider that payment is due.
3.4. Upon substantial completion of the installation, when trouble shooting, final programming, system tuning and Purchaser training are all that remain, your final payment to cover the installation of the equipment, installation sundries, programming and commissioning is due.
3.5. The Purchaser shall make payments to the Company of the sums shown on Invoices within a maximum of 30 days from the date that invoices are raised. The Company reserves the right if it deems it fit to charge interest if any sum payable under this agreement shall not be paid when due, the Purchaser shall pay the Company on such sum calculated on a daily basis and compounded quarterly from the due date until payment at the rate of 8% per annum over the Bank of England Base Rate which is enforceable under The Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002, until payment is made applicable after as well as before judgement.
3.6. The Company reserves the right to (without prejudice to its other rights and remedies) either to terminate this contract or suspend providing goods and services in the event that the Purchaser fails to make a payment on time for any one interim payment or when the same becomes due or the buyer’s financial position becomes unsatisfactory in the opinion of the Company or the Purchaser goes into liquidation or has a receiver appointed or (not being a company) has a receiving order made against them or enters into an arrangement or composition with creditors. In this instance all outstanding invoices shall be become immediately due and payment is to be made in full.
4. Availability of Goods
The Company will use its best endeavours to supply and deliver the goods that form part of this contract on time, but such date is given and intended as an estimate only and is not to be the essence of this contract. If owing to non-availability of the goods or any other cause beyond the Company’s reasonable control, either party shall be at liberty to determine the contract or part thereof by giving notice in writing to the other. The Company reserves the right to substitute discontinued equipment with current models of equal or greater value and automatically provides this service unless otherwise notified in writing.
5. Title and Risk
5.1. Title to and property of goods and services (at law and in equity) will remain in the Company until such time as the Company receive full payment for the goods and services.
5.2. Except as otherwise agreed in writing, from the time of despatch of the goods by the Company until the time of arrival at the Purchaser’s premises nominated in the order the risk of loss or damage to the goods shall be borne by the Company, thereafter the goods shall be at the risk of the Purchaser and shall keep them fully insured.
5.3. Where goods have been delivered to the Purchaser’s premises and are awaiting installation, risk of loss or damage to the goods shall be borne by the Purchaser, but during installation, the risk of damage to the goods caused by the Company shall be borne by the Company. Damage that is caused to goods supplied by the Company after installation will be at the risk of the Purchaser.
6. Installation of Services
6.1. The Company performs all work on a pre-determined, pre-scheduled basis requiring a clear understanding of all component locations. The Company will make sure that the specifications for your premises/property are consistent with the design represented in the attached proposal. At all times we must be informed of the status of your installation and should we discover any issues it is part of our job to notify you of any sudden changes that may need to occur. We hope that this will happen. But, frequently during the course of a project, the Purchaser, Architect, Contractor, Interior Designer or another subcontractor may request changes and/or modifications. Should such changes be requested we are certainly willing to try and accommodate them. However, please be advised that all requests for changes must follow our Change Order Procedure detailed below.
6.2. The Company will contact the Purchaser or their authorised representative upon receiving an installation date by the engineering department. At this time, the Purchaser or their authorised representative must commit to a date that the Company can execute installation. The Purchaser agrees to have all necessary work areas, furniture, equipment, cabinetry, wall units, other subcontractors and/or any personnel not supplied by the Company ready for the Installation by the installation date. If the Purchaser does not have all necessary work areas, furniture, equipment, cabinetry, wall units, other subcontractors and/or any personnel not supplied by the Company properly ready for our installation work to commence for any reason beyond the control of the Company, or if Purchaser changes the installation date for any reason whatsoever less than 48 hours notification prior to the agreed installation date, the Purchaser shall become liable to pay any costs incurred by the Company in connection with the changes from the original agreed upon installation date. The Company will invoice the Purchaser based on the labour time that was scheduled for the installation date in man-hours at the rate of £75.00 plus VAT per hour or part thereof per man. This additional billing is due upon receipt and does not constitute payment towards the original contract.
7. Change Order Procedure
7.1. All order changes; system design, product or location modifications must be put in writing. All design changes will automatically incur an hourly design fee of charge of £75 plus VAT.
7.2. The Purchaser or their authorised representative will be notified in writing if any additional charges will exist.
7.3. Faxes and e-mail will be accepted from Purchasers who are not readily available, but only where a request to submit these changes by fax or by e-mail has been accepted in advance.
7.4. When the Purchaser signs off on the work, accepts the price, and agrees on the timeline. The billing is due upon receipt or must be included in its proper percentage with the next scheduled payment. Changes in the field that cannot be accurately estimated may be implemented with a signed Change Order for time and materials consistent with the proposals original pricing.
7.5. Any requests for partial or temporary installations will be honoured if possible; however, these requests will always incur additional travel and/or labour charges and could also incur additional parts charges. These requests are also subject to above Change Order Procedure.
7.6. Goods that have already been received from suppliers and are either waiting despatch to the Purchaser’s premises, or have already arrived at the Purchaser’s premises and are either awaiting installation or have been installed and are to be returned for any reason other than being faulty or damaged, S3 Systems will attempt to return the goods to its suppliers and obtain a refund on the Purchaser’s behalf. The Purchaser will be responsible for the cost of carriage and comprehensive insurance of the goods that are being returned and the Company’s handling charges.
8. Guarantee and Warranty
8.1. The Company gives a twelve months manufacturer’s standard warranty and/or guarantee (as applicable) to the purchaser in respect of goods supplied to the Purchaser. If a defect is discovered in any of the goods supplied by the Company to the Purchaser within a period of twelve months after their delivery to the Purchaser, and if, in the opinion of the Company, such defect is due to faulty materials or workmanship in the manufacture of such goods, the Company hereby undertakes to attend the Purchaser’s premises to investigate the cause of system or equipment failure and to organise any necessary repairs to be carried out and where necessary to arrange for faulty equipment to be returned to the manufacturer’s authorised repairers for repair.
8.2. Where the defect of the equipment failure has been found to have occurred due to the Purchaser’s misuse, tampering with programmed settings, or using the equipment supplied by the Company for any reason other than that it was intended for, the Purchaser shall be liable to pay the Company a call-out charge of £75 plus VAT per hour, and the cost of any necessary repair works that are found to be required.
9. Claims
9.1. Save as provided below:
9.1.1. The Company will not be liable for any damage to the goods during carriage unless the Company is notified in writing of a claim by the Purchaser in respect of such damage within three days of delivery otherwise than by endorsement on the carrier’s delivery note.
9.1.2. The Company will not be liable for non-delivery of any goods specified in an invoice unless claim for non-delivery is notified in writing to the Company within fourteen days from the date of the invoice or where an estimated arrival time has been given or where delivery would have taken place in the ordinary course of business, upon the expiry of such time.
9.1.3. The Company will not be liable for any discrepancy in quantity or type between goods delivered and the particulars given on the delivery note unless the Company is notified in writing by the Purchaser within three days of delivery otherwise than by endorsement on the carrier’s delivery note and the onus is on the Purchaser to prove such discrepancy.
9.2. The above notifications are required to enable the Company to notify carriers and /or insurers as the case may be of such damage, non-delivery or discrepancy and the Purchaser should be aware that failure to notify transit queries within the time limits set above may restrict and result in the inability of the carriers to provide the Purchaser with evidence or proof of delivery. If the Purchaser fails to give the notices as required above the Company shall not be under any liability whatsoever arising out of any damage to, non-delivery of, or discrepancy in the goods.
10. Limitation of Liability
10.1. The Company’s liability arising in connection with the sale of goods to the Purchaser shall be limited to:
10.2. Any liability that the Company may have with death or personal injury resulting from the Company’s negligence.
10.3. Any liability for breach of the obligations arising under Section 12 Sale of Goods Act 1979, and
10.4. In the case of any goods or any constituent part of the goods having been purchased by the Company from a third party other than a parent or associated company or their authorised distributor and such goods or constituent part prove to be defective, a sum not greater than the amount received by the Company in settlement of the liability of such third party to the Company in respect of such defect.
10.5. Other than as expressly provided in these conditions the Company shall not be liable in respect to any loss or damage of any kind which may arise in connection with goods delivered by the Company, however such loss or damage may be caused and whether such liability arises in contract or tort or by reason of any misrepresentation. No terms shall be included in the contract as to the fitness for any purpose or the satisfactory quality of any goods delivered.
10.6. The Company will not liable by reason of any delay in performing, or any failure to perform, any of its obligations herein if the delay or failure was due to any cause beyond its reasonable control. Without prejudice to the generality of the foregoing, the following will be regarded as causes beyond our reasonable control:
10.6.1. Act of God, explosion, flood, tempest, fire or accident;
10.6.2. War or threat of war, sabotage, civil disturbance or requisition;
10.6.3. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
10.6.4. Import or export regulations or embargoes;
10.6.5. Strikes, lock outs or other industrial actions or trade disputes;
10.6.6. Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
10.6.7. Power failure or breakdown in machinery
10.7. If the Company is prevented from carrying out its obligations in the above circumstances, the Company will notify the Purchaser in writing. If the Company is still prevented from carrying out its obligations 3 weeks from the date such notice was sent, then either party may give written notice to the other cancelling the Agreement. If the Agreement is cancelled in this way the Company accepts no liability to compensate the Purchaser for any loss or damage caused by failure to perform
10.8. These conditions shall not affect the statutory rights of a consumer under the relevant law of the United Kingdom.
11. Website
11.1. The Company will attempt to ensure that the information available on the website at any time is accurate. However, the Company shall not be liable for any errors or omissions. The Company will use all reasonable endeavours to correct errors and omissions as quickly as practicable after becoming aware or being notified of these
11.2. All drawings, descriptive matter and specifications of the goods on the website are for the sole purpose of giving an approximate description of the goods
11.3. The Company may also change, suspend or discontinue any aspect of the website, including the availability of any features, information, database or content or restrict access to parts or all of the website without notice or liability
12. Intellectual Property
12.1. The copyright in the material contained in this website and any trademarks and brands included in that material belongs the Company or its licensors
12.2. You may download or copy the content and other down-loadable items displayed on the website subject to the condition that the material may only be used for personal non-commercial purposes. Copying or storing the contents of the website for other than personal use is expressly prohibited
13. Your Warranty
You, the Purchaser, warrant that all details provided on the order form for the purpose of purchasing the goods are correct, that the credit card you are using is your own and that there are sufficient funds and/or sufficient unused limit available to cover the cost of the goods
14. Law
14.1. If any party of these conditions shall be found to be enforceable it shall not affect the validity or enforceability of the remainder of the conditions.
14.2. This contract is made in England and shall in all respects be governed by and construed in accordance with English Law.
14.3. In respect of any dispute arising out of a contract of sale to which these conditions relate the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
14.4. If any dispute or difference shall arise between the parties as to the meaning of this contract or any matter or thing arising out of or connected with this contract then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within 21 days of the service upon one party of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators.
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