Terms and Conditions

EFS Systems Ltd Conditions Apply

1.1     Unless otherwise specifically agreed in writing by EFS Systems Ltd, all quotations and contracts for the supply of goods by EFS Systems Ltd are made upon these Conditions of Sale (“the Conditions”) which shall at all times override any terms and conditions which the purchaser of such goods (“the Purchaser”) imposes or seeks to impose.

1.2     Delivery of any goods following a quotation for supply made by EFS Systems Ltd will be made only upon the Conditions. Orders are accepted subject to the Conditions.

1.3     Any variation must be approved by an authorised EFS Ltd employee and be in writing. Any quotation or estimate is given subject to the Conditions.

1.4     “The Contract” means any contract made between the parties that incorporates the Conditions.

 

2. Payment Terms

 

2.1     Terms of payment are:

Non Account Customers: 50% with order balance on delivery.

Approved Accounts Customers: Strictly 14 days from the date of invoice, unless other terms are agreed in writing.

2.2     In addition, EFS Systems Ltd shall be entitled to charge the Purchaser interest on the amount unpaid at the rate of 2.5% above Barclays Plc base rate until payment in full is made and the Purchaser will indemnify EFS Systems Ltd in respect of all costs incurred by EFS Systems Ltd in recovering payment, including the cost of instructing Solicitors.

2.3     No payment shall be deemed to have been received until EFS Systems Ltd has cleared funds.

2.4     In the event that the Purchaser tenders payment by cheque and the cheque is subsequently returned by the Purchaser’s Bankers unpaid, the Purchaser will also indemnify EFS Systems Ltd in respect of all resulting bank charges incurred by EFS Systems Ltd.

2.5     The Purchaser shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by Britannia Fire Ltd to the Purchaser.

 

3. Prices

 

3.1       All prices displayed in EFS Systems Ltd price lists; both printed and online, are subject to VAT where applicable.

3.2       Prices are correct at time of publishing and are subject to change without prior notice.

3.3       The price charged to the Purchaser will be the prevailing price at the time of ordering.

3.4       EFS Systems Ltd reserves the right to withdraw discounted prices at its discretion, without giving prior notice.

 

4. Retention of Title

 

4.1       Although risk in the goods supplied passes to the Purchaser on delivery, legal title in such goods shall not pass to the Purchaser until EFS Systems Ltd has received, in cleared funds, the full price payable for such goods and all other goods supplied by EFS Systems Ltd to the Purchaser for which payment is then due.

4.2       Until legal title passes, the Purchaser shall hold the goods as EFS Systems Ltd’s fiduciary agent and bailee and shall keep them properly protected, insured and stored separately from any other goods (whether or not supplied by EFS Systems Ltd). Until that time the Purchaser is entitled to resell or use the goods in the ordinary course of its business but shall account to EFS Systems Ltd for the proceeds of sale and pending payment shall hold such proceeds on trust for EFS Systems Ltd absolutely.

4.3       The Purchaser’s right to resell or use the goods shall terminate automatically on the occurrence of any event set out in the Condition 10 and/or if any sum owed to EFS Systems Ltd by the Purchaser is not paid when due.

4.4       Until such time as legal titled in the goods passes to the Purchaser EFS Systems Ltd may at any time require the Purchaser, its liquidator, receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the goods are reasonably believed to be stored.

4.5       In addition and without prejudice to any other right or remedy available to EFS Systems Ltd, if the Purchaser is in breach                 of the payment terms or of any of its obligation under this clause, EFS Systems Ltd shall be entitled to:

4.5.1     cancel the Contract;

4.5.2     suspend further deliveries; or

4.5.3     terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action.

4.6       EFS Systems Ltd reserves the right at any time before title in the goods has passed to the Purchaser to require the                           Purchaser to deliver up the goods if any of the events specified in Condition 10 occurs.

 

5. Delivery

 

Terms and conditions for delivery are only applicable in the UK. For delivery outside the UK please contact EFS Systems Ltd.

5.1       Unless otherwise agreed delivery of the goods shall take place at the Purchaser’s place of business.

5.2       Where EFS Systems Ltd makes delivery of the goods to the Purchaser’s place of business or any other place as agreed in writing, all charges in relation to carriage including, without limitation transport costs, insurance and unloading, will at EFS Systems Ltd’s option, be borne by the Purchaser.

5.3       If for any reason the Purchaser does not accept delivery of any of the goods when they are ready for delivery then the goods will be deemed to have been delivered, risk passing to the Purchaser (including for loss or damage caused by EFS Systems Ltd’s negligence) and EFS Systems Ltd may;

5.3.1     store the goods until actual delivery whereupon the Purchaser will be liable for all related costs and expenses (including without limitation storage and insurance); or

5.3.2     sell the goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Purchaser for any shortfall below the Contract price. 

5.4       EFS Systems Ltd reserves the right to deliver in instalments and any failure to deliver one instalment will not entitle the Purchaser to terminate the Contract.

5.5       The quantity of any consignment of goods as recorded by EFS Systems Ltd upon despatch from EFS Systems Ltd’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary. 

5.6      Claims for shortages or damaged goods must be made in writing to EFS Systems Ltd within 24 hours of receipt.

5.7       Claims for late delivery or non-delivery must be made to EFS Systems Ltd within 3 days of date of despatch shown on invoice.

5.8       EFS Systems Ltd reserves the right to charge a 15% handling fee-against the return of non-faulty goods.

5.9   Carriage. Minimum order value for carriage free delivery on UK mainland service of £1000 otherwise the cost of our carriage charge will be additional plus VAT.

 

6. Quality

 

6.1.   If the Purchaser establishes to EFS Systems Ltd’s reasonable satisfaction that there is a defect in the goods or there is some other failure by EFS Systems Ltd in relation to the conformity of the goods with the Contract, then EFS Systems Ltd shall, at its option and at its sole discretion and within a reasonable time:

6.1.1     replace such goods with goods which are in all respects in accordance with the Contract; or

6.1.2     issue a credit note to the Purchaser in respect of the whole or part of the Contract price of such goods as appropriate having taken back such goods, subject, in every case, to the remaining provisions of this Condition provided that the liability of EFS Systems Ltd under this Condition shall in no event exceed the purchase price of such goods and performance of any one of the above options shall constitute an entire discharge of EFS Systems Ltd’s liability under this warranty.

6.2   If EFS Systems Ltd elects to replace the goods pursuant to this Condition, EFS Systems Ltd shall deliver the replacement goods to the Purchaser at EFS Systems Ltd’s own expense at the address to which the defective goods were delivered and the legal title to the defective goods which are being replaced shall (if it has vested the Purchaser re-vest in EFS Systems Ltd and the Purchaser shall make any arrangements as may be necessary to deliver up to EFS Systems Ltd the defective goods which are being replaced to EFS Systems Ltd.

6.3      EFS Systems Ltd shall be under no liability under the warranty in this Condition;

6.3.1    in respect of any defect arising from wilful damage, negligence, abnormal storage conditions, failure to follow EFS                           Systems Ltd’s or the manufacturer’s instructions whichever is appropriate (whether oral or in writing).

6.3.2     If the total price for the goods has not been paid by the due date for payment;

6.3.3     In respect of any type of defect or damage specifically excluded by EFS Systems Ltd by notice in writing; or

6.4.4     If the Purchaser makes any further use of the goods after giving notice in accordance with this Condition. 

6.4      The warranties set out in this document are the only warranties, which shall be given by EFS Systems Ltd, and all warranties, conditions and other terms implied by statute are expressly excluded.

 

7. Liability

 

7.1     Subject to Condition 6 above this Condition sets out the entire liability of EFS Systems Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser in respect of;

7.1.1     any breach of the Conditions or the Contract; and

7.1.2     any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

7.2      Nothing in the Conditions excludes or limits the liability of EFS Systems Ltd for death or personal injury caused by EFS Systems Ltd’s negligence, or for fraudulent misrepresentation.

7.3      Liability for any direct loss or damage, which arises out of or in connection with the Contract, shall be limited to the contract value. 

7.4      EFS Systems Ltd shall not be liable to the Purchaser for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortuous, breach of statutory duty or otherwise) which arises out of or in connection with the Contract, or for any liability incurred by the Purchaser to any other person for any economic loss, claim for damages or awards howsoever arising from the goods or otherwise.

 

8. Force Majeure

 

8.1     EFS Systems Ltd reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of EFS Systems Ltd, including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce) or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Purchaser shall be entitled to give notice in writing to Britannia Fire Ltd to terminate the Contract.

 

9. Safety and Product Recalls

 

9.1     The Purchaser shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and the Purchaser shall refer its employees and its customers to such instructions and guidelines

9.2     The Purchaser should satisfy itself that the persons responsible for the storage and use of any goods supplied by EFS Systems Ltd have all the information required on health and safety and EFS Systems Ltd shall not be liable to the Purchaser in any civil proceedings brought by the Purchaser against Britannia Fire Ltd in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.

9.3     The Purchaser shall keep EFS Systems Ltd properly informed of all customer complaints concerning the goods and shall comply with any directions of EFS Systems Ltd in any issues, proceedings or negotiations relating to such complaint.

9.4     In the event of any recall of the goods by EFS Systems Ltd the Purchaser shall co-operate fully and promptly with any steps taken by EFS Systems Ltd under the Condition below

9.5     EFS Systems Ltd may at its discretion recall any goods already sold by EFS Systems Ltd to its customers, (whether for a refund or credit or for replacement of the goods which shall in each case be undertaken by EFS Systems Ltd) and/or issue any written or other notification to its customers about the manner of use of any goods already sold by EFS Systems Ltd to its customers. The customer agrees to give all reasonable assistance to EFS Systems Ltd or the manufacturer in resisting any claim, which may arise under any recall of product by EFS Systems Ltd or the manufacturer of such product.

 

10. Termination

 

10.1    EFS Systems Ltd may as it thinks fit, (without prejudice to any other rights or remedies it may have against the Purchaser) immediately suspend further performance of the Contract or cancel delivery of the goods or stop any goods in transit or by notice in writing to the Purchaser terminate the Contract without liability to EFS Systems Ltd if:

10.1.1   the Purchaser commits a material breach of any of its obligations under the Contract which is incapable of remedy;

10.1.2   the Purchaser fails to remedy a breach of its obligations under the Contract which is incapable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by EFS Systems Ltd to remedy or desist from such breach within a period of 14 days;

10.1.3   any distress execution or diligence is levied upon any of the Purchaser’s goods or property and is not paid out within 7 days of it being levied;

10.1.4   the Purchaser (being a partnership) or the Purchaser’s partner offers to make any arrangements with or for the benefit of the creditors of the Purchaser or the Purchaser’s partner generally or there is presented in a relation to the Purchaser or the Purchaser’s partner a petition of bankruptcy;

10.1.5   the Purchaser (being a limited company) is deemed to be unable to pay its debts within the meaning of Section 123 of the insolvency act 1986 or the Purchaser calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Purchaser presents or has presented a petition to wind up or present or have presented a petition or appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Purchaser’s business, undertaking, property or assets;

10.1.6   the Purchaser ceases, or threatens to cease to carry on business;

10.1.7   A secured lender to the Purchaser takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security

10.2     Not withstanding any such termination or suspension in accordance with the above the Purchaser shall pay EFS Systems Ltd at the contract rate all payments subsisting at the time of termination.

 

11. Product Information

 

11.1     Whilst EFS Systems Ltd has made every effort to ensure that details and information given in both our printed and online publications are accurate at the time of issue, full technical specifications are not necessarily included and furthermore, EFS Systems Ltd’s policy is one of continuous improvement and the right is reserved to alter details and information as the need arises.

11.2     Accordingly, the Purchaser should check any details and information they wish to rely on with EFS Systems Ltd at the time of purchase EFS Systems Ltd cannot accept liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publication.

 

12. Colour Reproduction

 

12.1     The colour reproduction featured in both our printed or online publications are as accurate as the printing or electronic process will allow.

13.       EFS Systems Ltd Disclaimer

13.1      Any products shown in both our printed or online publications do not represent endorsement by EFS Systems Ltd of any other products, services or organisation.

 

14. Assignment

14.1      The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of EFS                          Systems Ltd.

14.2      EFS Systems Ltd may assign the Contract or any part of it to any person, firm or company.

 

15. Data Protection

15.1     EFS Systems Ltd will at the times comply with its obligations under the Data Protection Act 1998.

 

16. General

16.1.     Each right or remedy of EFS Systems Ltd under the Contract is without prejudice to any other right or remedy of EFS Systems Ltd whether under the Contract or not. 

16.2.     Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship of the parties under the Contract.

16.3.     If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability or unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

16.4.     Failure or delay by EFS Systems Ltd in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

16.5.     Any waiver by EFS Systems Ltd of any breach of, or any default under, any provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

16.6.     The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16.7.     The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

 

17. All Rights Reserved

 

17.1      No part of any EFS Systems Ltd publication may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder, application for which should be addressed to the publisher. 

17.2      Such written permission must be obtained before any part of this publication is stored in a retrieval system of any nature.

17.3      All prices are subject to VAT. All prices are subject to alteration without notice. We reserve the right to amend the Conditions, which are subject to confirmation at the time of application.

 

Terms and Conditions February 2021.