Lifeline Fire & Safety Systems Ltd
Terms and Conditions - 2018
The customer's attention is drawn in particular to the provisions of clause 10.
Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.3.
Contract: the contract between Lifeline and the Customer for the sale and purchase of Goods or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from Lifeline.
Force Majeure Event: an event or circumstance beyond a party's reasonable control including, but not limited to: fire, storm, flood, earthquake, accident, adverse weather conditions, explosions, Acts of God, war, acts or the threat of terrorism, governmental controls, restrictions or prohibitions, strikes, lock-outs, industrial action, employment dispute, protests, traffic congestion, vandalism, interruptions in communications or power supply and mechanical breakdown, failure or malfunction of computer systems, seizure of goods.
Goods: goods or equipment itemised in Lifeline’s acceptance of the Order.
Lifeline: Lifeline Fire and Safety Systems Ltd a company registered in England and Wales under company registration number 02898515 and whose registered office is at Falkland Close, Charter Avenue Industrial Estate, Coventry, West Midlands, England, CV4 8AU.
Order: the Customer's order for the Goods.
Services: the services supplied by Lifeline to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by Lifeline to the Customer.
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes emails.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted on the earlier of: i) the Customer having confirmed Lifeline's written confirmation of the Order (or not having challenged it within 7 days of sending) ii) submitting an invoice to the Customer consistent with their Order; or, iii) supplying Goods in accordance with the Order, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any descriptions or illustrations contained in Lifeline’s brochure descriptions and web site information are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by Lifeline shall not constitute an offer. A quotation shall only be valid for a period of one calendar month from its date of issue unless stated otherwise in the quotation.
3.1 Lifeline reserves the right to amend the specification of the Goods if Lifeline considers it necessary to do so in order to comply with any applicable statutory or regulatory requirement.
3.2 If the Goods are not compatible with vehicles because the vehicles have been modified, adapted or altered then, Lifeline may accept such Goods back into stock entirely at its discretion, and shall either issue a refund or credit to the Customer for the purchase price. This clause will not apply where such Goods are specific to the Customer.
4.1 Lifeline may provide additional services specifically for certain Goods (“Service Goods”). The services to be supplied by Lifeline shall be refilling and servicing of Goods previously supplied (“Services”). If Lifeline agrees to provide these Services then the following terms and conditions shall apply to the exclusion of all other terms and conditions:
(b) Service Goods shall not be deemed delivered to Lifeline unless and until signed for by a member of Lifeline’s staff, risk shall pass to Lifeline upon delivery;
(c) Lifeline’s agreement to provide the Services shall constitute a separate agreement for the provision of such Services;
(d) the Customer shall be responsible for returning the Service Goods to Lifeline’s premises at Customer’s own costs and expense and in sufficient time and appropriate condition to allow the Services to be properly performed by Lifeline in a safe and timely manner;
(e) without limiting or affecting any other right or remedy available to it, Lifeline shall have the right to suspend performance of the Services until the Customer remedies any breach of clause 4.1(a), and to rely on such breach to relieve it from the performance of any of its obligations in each case to the extent such breach prevents or delays the Supplier’s performance of any of its obligations;
(f) subject to clause compliance with clause (a) above Lifeline shall use all reasonable endeavours to meet any performance dates for the Services agreed between the parties but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services;
(g) Lifeline reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event; and
(h) Lifeline warrants to the Customer that the Services will be provided using reasonable care and skill;
(i) on completion of the Services the Service Goods shall be returned to Customer on an ex-works basis unless expressly agreed otherwise in writing by Lifeline, risk shall pass to the Customer upon delivery;
(j) The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract
5.1 Lifeline shall notify the Customer if the Customer is required to return any packaging materials to Lifeline and the Customer shall make any such packaging materials available for collection at such times as Lifeline shall reasonably request and at Lifeline's expense.
5.2 Unless expressly agreed otherwise in writing:
(a) all Goods are supplied Ex Works (Incoterms 2010); and,
(b) where Lifeline arranges for the Goods to be delivered to the Customer it does so as agent for the Customer and 5.2 (a) shall apply.
5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Lifeline shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Lifeline with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 If Lifeline fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Lifeline shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Lifeline with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If the Customer fails to accept delivery of the Goods within three Business Days of Lifeline notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Lifeline’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Lifeline notified the Customer that the Goods were ready; and
(b) Lifeline shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.6 If 30 Business Days after the day on which Lifeline notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, Lifeline may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.7 Lifeline may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.8 The Customer acknowledges that the Goods may constitute "Dangerous Goods" and be packed and marked accordingly and that failure to do so may delay or prevent shipping of the Goods to the Customer's final destination.
5.9 Where Lifeline arranges the shipping of the Goods on behalf of the Customer it shall take all reasonable care to ensure that the Goods are appropriately packed and marked for the selected form of transportation and agreed destination. If the Customer arranges for shipping of the Goods from Lifeline's ex-works premises then Lifeline shall not have any responsibility for the packing and marking of the Goods for the method of shipping used by the Customer or for the point of delivery.
6.1 Lifeline warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
(a) conform with their description;
(b) be free from material defects in design, materials and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by Lifeline. (Warranty)
6.2 Subject to clause 6.3, if:
(a) the Customer gives notice in writing to Lifeline during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
(b) Lifeline is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Lifeline) returns such Goods to Lifeline’s place of business at the Customer's cost,
Lifeline shall, at its option, repair or replace the defective Goods at Lifeline’s cost and expense, or refund the price of the defective Goods in full plus in both cases the reasonable cost of shipping the returned Goods to Lifeline. To benefit from this warranty the Customer must comply with the return to base procedures supplied to the Customer upon receipt of a claim by Lifeline.
6.3 Lifeline shall not be liable for the Goods' failure to comply with the Warranty if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow Lifeline’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of Lifeline;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or,
(f) the Goods are subjected to extreme conditions which are outside or could reasonably be considered to be outside the parameters for their use made known to the Customer by Lifeline.
6.4 Goods used in competition conditions may be subjected to extreme heat, physical impact and stress which may adversely affect such Goods life expectancy, operation and durability. Lifeline shall have no liability to the Customer for any claim under the Warranty for such Goods.
6.5 Except as provided in this clause 6, Lifeline shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1. Lifeline may charge the Customer for any repairs or replacement supplied with respect to Goods which Lifeline reasonably determines are not covered by the Warranty.
6.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.7 These Conditions shall apply to any repaired or replacement Goods supplied by Lifeline. For replacement or repaired Goods the Warranty shall apply for the balance of the Warranty Period save with respect to any replacement components used in repaired Goods when the Warranty shall apply to such components for a period of 12 months from the supply of the Goods containing such components.
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until Lifeline receives payment in full (in cash or cleared funds) for the Goods and any other goods that Lifeline has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Lifeline’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Lifeline immediately if it becomes subject to any of the events listed in clause 9.1; and
(e) give Lifeline such information relating to the Goods as Lifeline may require from time to time.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy Lifeline may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) Lifeline may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8.1 The price of the Goods shall be the price set out in Lifeline’s acceptance of the Order, or, if no price is quoted, the price set out in Lifeline’s published price list in force as at the date of delivery.
8.2 Lifeline may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Lifeline’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or,
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered.
8.3 The price of the Goods:
(a) excludes amounts in respect of value added tax or other sales tax (VAT), which the Customer shall additionally be liable to pay to Lifeline at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
8.4 Lifeline may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.5 Unless stated otherwise by Lifeline, the Customer shall pay for the Goods by the end of the month following the month of the date of the invoice for such Goods. Payment shall be made to the bank account nominated in writing by Lifeline. Time for payment is of the essence.
8.6 Lifeline may at its option and without prejudice to any other rights and remedies, charge the Customer interest on any payment which has not been made by the due date, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
8.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Lifeline may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Lifeline to the Customer.
9.1 Without limiting its other rights or remedies, Lifeline may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in Lifeline’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2 Without limiting its other rights or remedies, Lifeline may suspend provision of the Goods or Services under the Contract or any other contract between the Customer and Lifeline if the Customer becomes subject to any of the events listed in clause 9.1(a) to clause 9.1(d), or Lifeline reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, Lifeline may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to Lifeline all of Lifeline’s outstanding unpaid invoices and interest.
9.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
10.1 NOTHING IN THESE CONDITIONS SHALL LIMIT OR EXCLUDE LIFELINE’S LIABILITY FOR:
(a) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE);
(b) FRAUD OR FRAUDULENT MISREPRESENTATION;
(c) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979;
(d) DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987; OR
(e) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR LIFELINE TO EXCLUDE OR RESTRICT LIABILITY.
10.2 SUBJECT TO CLAUSE 10.1:
(a) LIFELINE SHALL UNDER NO CIRCUMSTANCES WHATSOEVER BE LIABLE TO THE CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR: I) ANY LOSS OF PROFIT; II) LOSS OF COMPETITION POINTS, AWARDS, LOSS OF ENTRY FEES OR ANY OTHER LOSSES RELATING TO THE INABILITY TO COMPETE; OR, III) ANY INDIRECT OR CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION WITH THE CONTRACT; AND
(b) LIFELINE’S TOTAL LIABILITY TO THE CUSTOMER IN RESPECT OF ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH THE CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED: i) IN THE CASE OF THE SUPPLY OF GOODS, THE PRICE OF THE GOODS; AND, ii) IN THE CASE OF THE SUPPLY OF SERVICES, THE PRICE OF THE SERVICES; iii) AND IN THE CASE OF DAMAGE TO THE SERVICE GOODS, THE PRICE OF THE SERVICE GOODS AMORTISED OVER 2 YEARS ON A STRAIGHTLINE BASIS.
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
12.1 Assignment and other dealings.
(a) Lifeline may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Lifeline.
12.2 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.7 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
12.8 Language. These Conditions have been written in English. If any translation of these Conditions is made into another language, the English language version of these Conditions will govern in case of any conflict.
13.1 A Contract and any dispute or claim arising out of or in connection with it or its subject matter, formation or interpretation (including non-contractual disputes or claims) (“Claim”) shall be governed by and construed in accordance with English law.
13.2 If the Customer is located in the European Economic Area, the Customer irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
13.3 If the Customer is located outside the European Economic Area, any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be London. The language of the arbitral proceedings shall be English.