1. INTRODUCTION

1.1 These terms and conditions of supply (“Conditions of Supply”) apply to all safety and security devices (including locks, CCTV and alarm systems) and other equipment we supply (“Goods”), as well as installation and related services we supply (“Services”). Please see our separate Conditions of Supply of Supply of Maintenance Services for the maintenance services we supply.

1.2 In these Conditions of Supply:

1.2.1 “we” (and “us” or “our”) refers to Universal Locks Limited (including its division Universal Security Group), further details of which are given below and/or on our website at www.universalsecuritysystem.co.uk (“Site”);

1.2.2 “you” (or “your”) refers to the company or the person identified as the party submitting for any order for any Goods and/or Services we agree to supply. Where you act through an agent for another company or person, references to you include that other company or person.

1.3 Please read these Conditions of Supply carefully. We draw your attention particularly to clause 11 below (Limitations of Liability).

2. FORMATION OF THE CONTRACT

2.1 All orders for any Goods and/or Services we supply are subject to these Conditions of Supply. Any other terms or conditions on which you make an order are excluded and will not form part of the Contract, unless we agree otherwise in writing with you.

2.2 For some Goods and/or Services (such as security systems) special additional terms apply, which will be notified to you.

2.3 The Order Form is an offer by you to acquire the Goods and/or Services shown on the Order Form, subject to these Conditions of Supply.

2.4 No contract exists between you and us for the supply of any Goods or Services until we have received and accepted your Order Form and send you confirmation in writing or by email to the address or email address you have given. Once we do so, there is a binding legal contract between you and us (“Contract”).

2.5 If you are a consumer, the Contract may be subject to your right of cancellation under clause 3 below (Your Right of Cancellation).

2.6 You may correct or update any details relating to you by giving us written notice, but otherwise any changes or additions to these Conditions of Supply or the details in the Order Form must be agreed in writing between you and us.

2.7 We may change these Conditions of Supply from time to time without notice to you in relation to future orders.

2.8 The contract will not be invalidated by any failure to supply an order number. Order numbers are provided for tracking purposes only and do not affect the validity of the contract nor your obligation to pay our invoice.

3. YOUR RIGHT OF CANCELLATION

3.1 If you are a consumer, you may have a right to cancel the Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. The Order Form will state whether or not you have a right to cancel the Contract.

3.2 Where you have the right to cancel the Contract in relation to the supply of any Goods, you must normally do so within 14 days after the Goods come into your physical possession if you wish to cancel the Contract.

3.3 Where you have the right to cancel the Contract in relation to the supply of any Services, you must notify us within the period of 14 days after the day on which the Contract is concluded if you wish to cancel the Contract.

3.4 We cannot begin to supply the Services for you during the 14 day cancellation period unless you expressly request us to do so. Where applicable, you will be asked to make such a request by ticking the box on the Order Form. If you do so, your right to cancel the Contract will be lost where the Services are fully performed within that period.

3.5 To exercise your right of cancellation, you may use the cancellation form which will be supplied to you with confirmation of your order. Notice of cancellation should be given to us by post, fax or email, at the address, fax number or email address shown below, or by phone to our telephone number shown below, giving details of the Goods and/or Services ordered and (where appropriate) the delivery date of the Goods.

3.6 Once you have informed us that you are cancelling the Contract, we will refund or recredit you within 14 days for any sum that has been paid by you or debited from your credit or debit card for the Goods and/or Services, including delivery costs (unless you have expressly chosen a more expensive kind of delivery, in which case you will be refunded or recredited for the costs of the least expensive kind of delivery that we offered).

3.7 If you exercise your right of cancellation after the Goods have been delivered to you, you will have to bear the cost of returning the Goods to us. The Goods must be returned to the address shown below. You must take reasonable care to ensure the goods are not damaged in the meantime or in transit.

3.8 If you do not return the Goods as required, we may charge you a sum not exceeding the direct costs of recovering the Goods.

4. OUR OBLIGATIONS

4.1 We will supply the Goods and/or Services in accordance with the Contract, on the basis set out in the Order Form and these Conditions of Supply.

4.2 In connection with the Contract, we [may][will] provide advice on the security, safety standards and fire regulations (“Regulations”) that apply to the Goods and the Services we supply, including those applying at the premises where the Goods are to be installed [and we may carry out a site survey for these purposes]. Please note that in doing so we rely on the information and instruction you give us, for which see clause 5 below (Your Obligations). If you do not follow our advice, we cannot be held liable for any breach of the Regulations that arises or for any related loss (for which see clause 11 below – Limitation of Liability).

4.3 If you request photographs of completed work, we will use reasonable endeavours to supply photographs as requested, but, if for any reason we fail to supply such photographs, neither the validity of the contract nor your obligation to pay any invoice will be affected.

5. YOUR OBLIGATIONS

5.1 It is your responsibility to give us any necessary information or instructions relating to the Goods and/or Services, and the premises where the Goods are to be installed, in sufficient time to enable us to supply the Goods and/or Services in accordance with the Contract. You must also ensure that the details you give on the Order Form are correct and the information you supply for the purposes of the Contract is accurate.

5.2 You must allow us free access to the premises where the Goods are to be installed (or any other Services are to be provided) in order to enable us to provide the Services in accordance with the Contract, and inform us of all health and safety rules and regulations, and any other reasonable security requirements, that apply at the premises.

5.3 If you do not do so within sufficient time, or supply us with incomplete, incorrect or inaccurate information or instructions, we reserve the right to cancel the Contract by giving written notice to you, or to make an additional charge of a reasonable sum to cover any extra work that is required, and will not be liable for any unavoidable loss that arises (see clause 11 below – Limitation of Liability).

6. DESCRIPTION AND AVAILABILITY OF THE GOODS/SERVICES

6.1 The description and price of the Goods and/or Services you order will be as shown on the Order Form. Further details will be as shown in our current catalogue or on our Site at the time you place your order (but see clause 7.1 below about errors in pricing).

6.2 The Goods and Services you order are subject to availability. If on receipt of your order the Goods or Services you have ordered are not available, we will inform you as soon as possible, and endeavour to supply alternative Goods or Services which are reasonably acceptable to you, but if we are not able to do so, or you do not wish us to do so, you will be entitled to cancel the order or (if the order has been accepted by us) cancel the Contract, in which case we will refund or recredit you for any sum that you have paid or has been debited from your credit or debit card for the Goods and/or Services.

7. PRICES AND PAYMENT

7.1 The price of the Goods and/or any charges for delivery or other Services will be as shown on the Order Form, subject to the following provisions.

7.2 We make every effort to ensure that the prices of the Goods and/or any charges for delivery or other Services shown in our current catalogue or on our Site, or on the Order Form, are accurate. If an error is found that affects your order for any Goods or Services, we will inform you as soon as possible and offer you the option of re-confirming your order at the correct price or cancelling your order. If you cancel your order, we will refund or recredit you for any sum that has been paid by you or debited from your credit or debit card for the Goods or Services.

7.3 In addition to the price of the Goods, you will be required to pay a delivery and or installation charge for the Goods, as shown in the section of our catalogue or our Site about delivery.

7.4 Please note that additional charges (as shown in our catalogue or on our Site) apply to Services provided at your request out of normal working hours (8.30 am to 5.30 pm, Monday to Friday inclusive, excluding Bank Holidays).

7.5 The prices for the Goods and any charges for delivery or other Services are shown inclusive of any applicable Value Added Tax, if you are a consumer. If you are acting in the course of a business we will issue a VAT invoice showing the VAT separately from the price and/or charges.

7.6 A deposit may be payable by you on confirmation of your order, and further instalments of the price and/or charges may be payable, as stated in the Order Form. If the deposit is not paid within the required time, we reserve the right to cancel the order.

7.7 If you cancel the Contract otherwise than as permitted under clause 3 (Your Right of Cancellation) then, without limiting any other right available to us, you will lose your deposit.

7.8 We will invoice you on the date(s) stated on the Order Form for the balance of the price for the Goods and any charges for delivery of the Goods or the provision of the Services, which will be payable within 28 days if you are a company or 7 days if you are a consumer of the date of the invoice, unless we otherwise agree in writing with you.

7.9 Unless otherwise specified on the Order Form, payment of the price and any other charges can be made by any method shown in our current catalogue or on our Site at the time you place your order for the Goods and/or Services, or as notified in writing to you.

7.10 If you fail to pay any part of the price for any Goods and any delivery or other charges the provision of the Services when due, we may:

7.10.1 suspend the supply of the Goods and/or Services; or

7.10.2 exercise our right to terminate the Contract under clause 14 (Contract Period and Termination).

7.11 In addition, we reserve the right to:

7.11.1 charge you interest on any amount due and unpaid at an annual rate of 15%; and

7.11.2 charge you for the costs of enforcing payment by legal action.

7.12 All sums payable to us under the Contract will become due immediately on its termination, despite any other provision. If you are acting in the course of a business, our charges are payable without any set-off, deduction or withholding of any kind.

7.13 Where invoices are not paid in accordance with these terms and conditions and this results in our incurring additional administrative time you will be liable to pay a reasonable charge (plus VAT) for such time.

8. AGENCY AND INVOICES

8.1 Unless it is specifically stated in your order that you are acting as agent of a third party and you provide to us at the time of your making your order the full name and address of that third party for whom you are acting, you will be personally liable under the terms of the contract.

8.2 If at your request after the work is completed we issue an invoice to a third party other than yourself, this does not release you from any liability under this agreement and in the event that the requested invoice to a third party is not paid in accordance with these terms and conditions then that invoice will be cancelled and an invoice addressed to yourselves will be issued on which immediate payment will be due.

8.3 We will, at your request, provide a duplicate of an invoice where the original invoice has been lost, but we reserve the right to charge £5 plus VAT for any further copies of an invoice.

8.4 Whilst queries on invoices will be accepted at any time such queries will only be dealt with where they are raised within 21 days of the invoice being submitted or after payment has been made in full of the outstanding invoice.

8.5 where your order imposes a limit on the amount to be charged, that limit may be exceeded where in the reasonable opinion of the engineer a repair or replacement is necessary for health & safety or security reasons even if the engineer is unable to contact anyone who is able to give authority for such excess.

9. DELIVERY

9.1 The Goods you order will be delivered to, and installed at, the address shown on the Order Form, except that delivery and installation are not made outside the United Kingdom, and some parts of the United Kingdom are not covered, as shown in our current catalogue or on our Site at the time you place your order.

9.2 If delivery cannot be made to your address, or there is no one at the address given who is competent to accept delivery of the Goods, we will seek to agree with you an alternative delivery date, failing which we will refund or recredit you for any sum that you have paid or has been debited from your credit card for delivery. If you unreasonably refuse delivery and/or installation, we will be entitled to treat the Contract as cancelled by you (for which see clause 7.7 above).

9.3 Every effort will be made to deliver the Goods without undue delay, in accordance with any time we have notified to you, and in any event within 30 days of the date on which the contract is entered into. However, we will not be liable for any delay in delivery caused by circumstances beyond our reasonable control. In this case, we will inform you as soon as possible.

9.4 If you are a consumer, you will become the owner of the Goods you ordered and responsible for risk of loss of or damage to them once they have been delivered to you. If you are acting in the course of a business, you will become responsible for risk of loss of or damage to the Goods you ordered once they have been delivered to you, but you will not become the owner of the Goods you ordered until they have been paid for in full.

10. WARRANTY

10.1 We warrant to you that:

10.1.1 the Goods we supply to you will on delivery meet their specification and description, as set out in the Order Form or as otherwise notified in writing to you, and comply with all applicable statutory requirements, and will remain free from defects in design, materials and workmanship for 12 months from the date of delivery; and

10.1.2 the Services we supply to you will meet their specification and description, as set out in the Order Form, comply with all applicable statutory requirements, and be supplied using reasonable care and skill.

10.2 The above warranty (“Warranty”) is given subject to the conditions below.

10.3 The Warranty does not apply to a defect in any Goods we supply arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, use otherwise than as recommended by us or the manufacturer, failure to follow our instructions or those of the manufacturer, or any alteration or repair carried out without our approval or by any other party.

10.4 If any Goods we supply to you develop a defect while the Warranty is in force, or you have any other complaint about the Goods or Services, you should notify us in writing at the address, fax number or email address shown below.

10.5 To enable us to deal promptly with any complaint that may arise relating to the Goods and/or Services, we request you to supply full details of any complaint within 14 days of the supply of the Goods and/or Services to which the complaint relates. If you are acting in the course of a business, we will have no liability to you unless you do so (but this is subject to clauses 11.1 and 11.2).

10.6 Where you notify us of a claim under the Warranty based on a defect in the Goods or their failure to meet their specification or description in accordance with these Conditions of Supply, we will at your request repair or replace the Goods free of charge within 14 days subject to availability or, if that is not reasonably practicable, refund to you the price of the Goods (including delivery charges), in which case we will have no further liability to you if you are acting in the course of a business.

10.7 Where you notify us of a claim under the Warranty based on a defect in the standards of the Services in accordance with these Conditions of Supply, we will at your request repeat the supply of the Services free of charge within 14 days subject to availability or, if that is not reasonably practicable, refund to you the price of the Services, in which case we will have no further liability to you if you are acting in the course of a business.

10.8 You are not entitled to make a claim under the Warranty until such time as any invoice for the work done and the goods supplied has been paid in full.

10.9 In the event that any goods supplied by us are replaced under warranty, the warranty on the item replaced runs from the date of the original installation or supply.

10.10 If you are acting in the course of a business, the Warranty is in place of all warranties, conditions or other terms as to quality, fitness or otherwise that are implied by statute, trade custom or otherwise, all of which are excluded to the fullest extent permitted by law.

10.11 If you are a consumer, the Warranty does not affect our legal obligation to supply the Goods and/or Services in accordance with the Contract, or your legal rights as a consumer.

10.12 Please see our catalogue or website for our complaints handling policy, and for details of our after sales assistance.

11. LIMITATIONS OF LIABILITY

11.1 We do not seek to exclude or restrict any legal liability we may have and which we cannot lawfully exclude or restrict, including liability for:

11.1.1 death or personal injury caused by our negligence;

11.1.2 damage to persons or property caused by a defect in the Goods we supply;

11.1.3 our failure to pass to you the ownership of the Goods we have agreed to supply; or

11.1.4 our fraud.

11.2 If you are a consumer, nothing in these Conditions of Supply affects your statutory rights as a consumer.

11.3 Except as mentioned in clauses 11.1 and 11.2, our liability under or in connection with the Contract will be limited as follows:

11.3.1 we will have no liability to you for any loss arising if you do not follow the advice we provide under clause 4.2 above;

11.3.2 we will have no liability to you arising from any incomplete, incorrect or inaccurate information or instructions you supply, or your failure to provide any necessary information or instructions;

11.3.3 we will have no liability to you for any unforeseeable loss arising from the supply any Goods or Services or our failure to supply them in accordance with the Contract; and

11.3.4 we will not be liable to you for any loss arising from our delay in providing the Goods or Services, or any failure to supply them in accordance with the Contract, if the delay or failure was due to an unforeseen natural event, war, terrorism, power failure, or any other cause beyond our reasonable control, or the acts or omissions of any agent, contractor or supplier of yours.

11.4 If you are acting in the course of a business, we will have no liability to you for any loss of profit, or any indirect, special or consequential loss (whether caused by our negligence or that of our employees or agents) in connection with the supply of any Goods or Services (including any delay in providing them or any failure to supply them in accordance with the Contract or at all) or their use or resale, and our entire liability under or in connection with the Contract for any loss will not exceed the price of the Goods and/or the charges for the Services in question.

11.5 For the purposes of clauses 11.3 and 11.4, “loss” includes any damages, costs, expenses or other claims for compensation.

12. COPYRIGHT ETC.

12.1 Copyright and other intellectual property rights in the Goods and/or Services or in any materials, documents or other items produced by us for you in connection with the Contract will remain our property.

12.2 You are only entitled to use any of the materials, documents or other items referred to in clause 12.1 in connection with the Contract, and you must not copy or use any such items for any commercial purpose.

13. DATA PROTECTION

13.1 We will take all reasonable precautions to keep the details of your order and payment secure, but we will not be liable for unauthorised access to information that you supply to us unless this is due to our fault.

13.2 We will only use the information you supply about yourself for the purposes of fulfilling the Contract, unless you agree otherwise. We would like to notify you of products and offers that may be of interest to you from time to time, and if wish to be notified of these, please tick the box below. You can correct any information about you, or ask for information about you to be deleted, by giving written notice to us at the address, fax number or email address shown below.

14. CONTRACT PERIOD AND TERMINATION

14.1 Where the Contract provides for the supply of the Goods and/or the Services over a period of time, the Contract will start on the date stated on the Order Form, and will run initially for the minimum period stated on the Order Form, at the end of which you may renew the Contract for a further period as stated on the Order Form by giving written notice to us, subject to payment of our standard charges at the time, which we will notify in writing to you before the end of the initial period, or (as applicable) any further period for which you renew the Contract.

14.2 You have the right to terminate the Contract after the end of the initial period but before the end of any further period for which the Contract is renewed, by giving us not less than 1 months’ written notice

14.3 You may terminate the Contract by giving written notice to us if (i) we breach any of these Conditions of Supply and fail to remedy the breach within 30 days after receipt of a written notice from you giving details of the breach and requiring it to be remedied; or (ii) we become insolvent, go into liquidation or administration, or cease to carry on business.

14.4 We may terminate the Contract with immediate effect by giving written notice to you if (i) you fail to make any payment due under the Contract on the due date or within any further period we specify in writing to you; or (ii) you breach any other of these Conditions of Supply and fail to remedy the breach within 30 days after receipt of a written notice from us giving details of the breach and requiring it to be remedied; or (iii) if you are a company or other business entity, you become insolvent, go into liquidation or administration, or cease to carry on business; or (iv) if you are an individual, you become bankrupt.

14.5 If you or we delay in acting on a breach of the Contract, that will not prevent you or us enforcing the Contract at a later date. If either you or we waive a breach of the Contract by the other, the waiver is limited to the particular breach.

14.6 Termination of the Contract will not affect your or our outstanding rights or duties, including our right to recover any money you owe us under the Contract.

15. GENERAL

15.1 We may transfer our rights or sub-contract our duties under the Contract for operational reasons or in connection with a business sale or reorganisation. Otherwise, the Contract is not transferable by either you or us, and nothing in the Contract gives any person other than you and us any rights under the Contract.

15.2 English law applies to the Contract, and the courts of England and Wales will have jurisdiction over any dispute arising from the Contract.

15.3 If either you or we wish to give a notice to the other under these Conditions of Supply, it must be in writing and sent to the other by post or email to the postal address or email address given in the Contract, or as otherwise notified by the intended recipient.