Protected: TERMS & CONDITIONS

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1. Interpretation

1.1 In these Terms:

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“CUSTOMER” means the person who accepts Sevenoaks Electric Gates Limited quotation or estimate for the sale of the Goods and/or the supply of Services or whose order for the Goods and/or the Services is accepted by Sevenoaks Electric Gates.

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“GOODS” means the goods (including any instalment of the goods or any parts for them and whether sold

separately or in connection with the supply of any Services) which Sevenoaks Electric Gates Limited Auto

Gates’ is to supply in accordance with these Terms.

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“SEG” means Sevenoaks Electric Gates Limited.

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“SERVICES” means the services including the installation of the goods (whether supplied separately or in

connection with the sale of any goods) which SEG is to supply in accordance with these Terms.

 

“CONTRACT” means the contract for the sale and purchase of the Goods and/or the supply of Services.

 

“TERMS” means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Customer and SEG.

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“WRITING”, and any similar expression, includes e-mail, text message and comparable means of electronic

communication.

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1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.​

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2. Basis of the Sale

2.1 SEG shall sell the Goods and/or supply the Services and the customer shall purchase the Goods and/or Services in accordance with SEG’s quotation or estimate (if accepted by the customer in writing), or the Customer’s order (if accepted by SEG in writing), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation or estimate is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised

representatives of the Customer and SEG [Director].

2.3 SEG’s employees or agents are not authorised to make any representations concerning the Goods or

Services unless confirmed by SEG [director] in Writing. In entering into the contract, the customer

acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in

these Terms affects the liability of either party for fraudulent misrepresentation.

2.4 Any advice or recommendation given by SEG or its employees or agents to the Customer or its employees or agents as to the storage, application, maintenance or use of the Goods which is not confirmed in Writing bySEG is followed or acted upon entirely at the Customer’s own risk, and accordingly, SEG shall not be liable for any such advice or recommendation or costs which is not so confirmed in writing.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list,

acceptance of offer, invoice or other document or information issued by SEG shall be subject to correction

without any liability on the part of SEG.

2.6 Hours of work, unless otherwise stipulated on the signed order, will be Monday to Friday, 09:00 to 16:00

(excluding Bank holidays as recognised in the United Kingdom); weekend working, if required, will incur an

additional premium charge.

2.7 If the Customer breaches clause 2.6 and prevents SEG from undertaking the works during normal hours of work (Monday to Friday, 08:00 to 16:00 excluding Bank holidays as recognised in the United Kingdom) that have not been referenced on the signed order or in writing to SEG, SEG reserves the right to recover all costs.

2.8 SEG daywork costs will be as follows:

2.8.1 SEG labour charges £75.00 per hour.

2.8.2 SEG plant charges cost plus 130%.

2.8.3 SEG material charges cost plus 130%.

2.8.4 SEG admin charges cost plus £75 per hour.

2.9 SEG will agree in writing with the customer agreed dates for works to commence. If the customer wishes to change the agreed days of works, they must give SEG 7 working days notice. Failure to give SEG notice of changed days will occur a charge listed in 2.8.

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3. Orders and specifications

3.1 No order submitted by the Customer shall be deemed to be accepted by SEG unless and until confirmed by SEG’s authorised representative in writing.

3.2 The Customer shall be responsible to SEG for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving SEG any necessary information relating to the Goods and the Services within a sufficient time to enable SEG to perform the Contract in accordance with its terms.

3.3 Subject to these Terms:

3.3.1 The quantity of the Goods shall be as set out in SEG quotation or estimate (if accepted by the Customer) or the Customer’s order (if formally accepted by SEG in writing):

3.3.2 Unless otherwise agreed in writing by SEG, the quality and description of the Goods and any specification for them shall be:

3.3.2.1 In the case of Goods manufactured by SEG, as set out in SEG’s current catalogue or literature relating to the Goods and

3.3.2.2 In the case of all other Goods, as set out in the current catalogue or literature for the same issued by the relevant manufacturer of the Goods. SEG hold no responsibility for incorrect information supplied by a 3rd party or manufacturer; and

3.3.3 Any Services shall, unless otherwise agreed in writing by SEG be provided in accordance with SEG’s

current catalogue or literature relating to the Services from time to time. Further details about the Services

which are not given in SEG’s current literature may be made available on request, subject in each case to any qualifications or representations contained in any such catalogues or literature.

3.4 If the goods are to be manufactured or any process is to be applied to the goods by SEG or any Services or other work is to be undertaken in accordance with a specification submitted by the Customer, the Customer shall indemnify SEG against

3.4.1 all loss, damages, costs and expenses awarded against or incurred by SEG in connection with, or paid or agreed to be paid by SEG in settlement of, any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, if any, which results from SEG’s use of the Customer’s specification; and

3.4.2 all loss, damages, costs and expenses awarded against or incurred by SEG in connection with or paid or agreed to be paid by SEG in settlement of, any claim which results from SEG’s reliance on the Customer’s specification.

3.5 SEG reserves the right at any time and without notifying the Customer to make any changes to the Goods and/or Services which are necessary or required to conform or comply with any applicable statutory or E.U. requirements or which do not materially affect the nature, quality or performance of the Goods and/or the Services.

3.6 The Contract may not be cancelled by the Customer except with the agreement in Writing of SEG and on terms that the Customer shall indemnify SEG in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, consequential costs and expenses incurred by SEG as a result of cancellation.

3.7 In the event CADS are issued to a customer, the customer is responsible for agreeing to the CADS in

writing.

3.7.1 CADS will not go into production without the customers written approval.

3.7.2 Changes to issued CADS must be in writing or verbal to SEG or to the client. Upon this action new CADS will be issued.

3.7 process will start again. 

3.7.3 Once written approval is issued no changes or refunds can be made to CADS later by the customer.

3.7.4 On the event changes can be made by the manufacturer the customer is responsible for costs occurred from all companies involved due to multiple CAD changes.

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4. Price of the goods and/or charges for Services

4.1 The price of the Goods and/or charges for the Services shall be SEG’s quoted price and/or charges or,

where no price or charge has been quoted or where a price or quoted charge has only been estimated or

where a quoted price is no longer valid, the price of Goods shall be SEG’s standard price for such Goods, or, as the case may be, the relevant manufacturer’s then-current retail price list for the same and the charges for the Services shall be SEG’s then-current standard charges for the same.

4.2 All prices quoted are valid for a maximum period of 30 calendar days unless specified otherwise in the

quotation (or estimate), only or until earlier acceptance by the Customer, after which time they may be altered by SEG without giving notice to the Customer.4.3 SEG reserves the right, by giving notice to the Customer at any time before the delivery of the Goods, or the completion of the performance of the Services, to increase the price of the Goods or the charge for the Services to reflect any increase in the cost to SEG which is due to:

4.3.1 any factor beyond the control of SEG (such as, without limitation, any significant increase in the costs of labour, parts or materials or other costs of manufacture); and/or

4.3.2 any change in delivery dates, quantities or specifications for the Goods or any change in the timing

nature or extent of or specifications for the Services which is requested by the Customer; and/or

4.3.3 any delay caused by any instructions of the Customer or failure of the Customer to give SEG adequate information or instructions.

4.4 Where clause 4.3.1 applies, and the Customer is dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), SEG shall inform the Customer of any such increase in the price and/or charges and shall offer the Customer the opportunity to cancel the Contract or the relevant part of it to which the price increase relates. If such a Customer cancels the Contract or the relevant part of it, then such Customer shall be liable to pay for any parts or materials or Goods supplied, or Services or work undertaken by SEG prior to the cancellation of the Contract or the relevant part of it on the basis set out in clause 4.1.

4.5 Where only part of the Contract is cancelled, the Customer’s liability to pay for the remainder of the Goods and Services (pursuant to the remaining part or parts of the Contract) shall be unaffected.

4.6 Except as otherwise stated in SEG’s quotation or estimate or in any price list of SEG, and unless otherwise agreed in Writing between the Customer and SEG, all prices and charges given by SEG are included in SEG’s quote or estimate.

4.7 The price of the Goods and the charge for Services is exclusive of any applicable value-added tax, which the Customer shall be additionally liable to pay to SEG.

4.8 The customer will be held liable to charges if for any reason SEG or companies instructed by SEG cannot gain suitable access to the customers property due to any reason.

4.9 The customer is liable for any charges due to the customer not allowing SEG or companies instructed by SEG access to power to preform works.

4.10 SEG reserves the right when agreed works could not be conducted to change the agreed schedule of

works with the customer to facilitate lost work.

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5. Terms of payment

5.1 Subject to any special terms agreed in Writing between the Customer and SEG:

5.1.1 SEG may invoice the Customer for the price of the Goods on or at any time after the delivery of the

Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event SEG shall be entitled to recover the price from the Customer and invoice the Customer for the price at any time after SEG has notified the Customer that the Goods are ready for collection or (as the case may be) SEG has tendered delivery of the Goods;

5.1.2 SEG may invoice the Customer for the charges for the Services on or at any time after SEG has notified the Customer that the Services have been completed, unless the Customer wrongfully fails to allow

completion of the Services, in which event SEG shall be entitled to recover the charges from the Customer and invoice the Customer for the charges at any time after SEG has notified the Customer that it is ready and willing to complete the Services in accordance with the Contract; and

5.1.3 SEG reserves the right to call for up to a 100% deposit or prepayment on account of the quoted or

estimated price of the Goods and/or the quoted or estimated charges for the Services, notwithstanding that

the same have not yet been delivered or provided, and SEG shall not be obliged to deliver the Goods and/or provide the Services until such deposit or prepayment has been paid in cleared funds. Where the Contract is cancelled and, after setting off any amount payable to SEG pursuant to clauses 3.4, 4.3 and/or 4.5 any deposit or prepayment or any part thereof is due and payable to the Customer, SEG shall repay the amount due to the Customer accordingly.

5.1.3.1 SEG reserves the right to not refund any deposits when parts have been ordered.

5.1.3.2. SEG will not be liable for any payments due to manufactures or suppliers. The customer will be liable for payment to the manufactures or suppliers on any cancelled orders.

5.1.3.3 All orders that are bespoke SEG reserve the right to not refund the customer, due to products not

being resalable.

5.1.3.4 Customer will occur transport costs on products returned on the request.

5.2 The deposit amounts may vary as indicated on SEG’s quote or estimate.

5.3 The Customer shall pay the price of the Goods and Services on immediate receipt of invoice or within 7

days of the date of SEG’s invoice if the invoice states and SEG shall be entitled to recover the price,

notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.4 If the Customer fails to make any payment on the due date, then, without limiting any other right or

remedy available to SEG, SEG may:

5.4.1 cancel the contract or suspend delivery or supply (or any further deliveries or supplies) of Goods and/or Services to the Customer.

5.4.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods or services supplied under any other contract between the Customer and SEG) as SEG may think fit

(notwithstanding any purported appropriation by the Customer); and 5.4.3 charge the Customer interest (both before and after any judgment) on the amount unpaid pursuant to

the Late Payment of Commercial Debts (Interest) Act 1998, being currently a rate of 10% per annum above The Bank of England base rate from time to time, until payment in full is made.

5.4.3 the Customer hereby accepts all costs incurred by SEG in recovering all costs associated with late

payments.

5.5 In accordance with established protocols concerning clients holding HMRC VAT Exemption Certificates, it is imperative that such clients disclose this information to SEG prior to the issuance of any formal quotations. This procedure ensures compliance with tax regulations and allows for accurate cost assessments.

5.5.1 SEG maintains the prerogative to impose additional charges associated with the administrative efforts

necessitated by the processing of HMRC exemptions. Specifically, a supplementary management cost

amounting to 10% will be integrated into the final quotation agreed upon between SEG and the client. Thischarge is intended to cover the administrative burden associated with ensuring compliance with VAT

exemption requirements.

5.6 Furthermore, should circumstances arise wherein SEG’s payment terms are not acceptable to the client, the following stipulations apply:

5.6.1 SEG reserves the right to withdraw the issued quotation in instances where the client’s amendments to payment terms cannot be accommodated.

5.6.2 Conversely, should SEG find it feasible to accommodate a client’s request for amendments to payment terms, SEG retains the right to modify the originally issued quotation accordingly.

5.6.3 In scenarios where SEG consents to the alteration of payment terms, such amendments may result in the imposition of a surcharge not exceeding 15%. This surcharge is instituted to reflect the potential financial and administrative impacts of altered payment structures.

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6. Delivery of Goods

6.1 Delivery of the goods shall be made by SEG delivering the good to the delivery premises agreed between

the Customer and SEG, or, where no delivery premises has been agreed, by the Customer collecting the Goods at SEG’s premises at any time after SEG has notified the Customer that the Goods are ready for collection.

6.2 Any dates quoted for delivery of the Goods are approximate only and SEG shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by SEG in Writing. The Goods may be delivered by SEG in advance of the quoted delivery date on giving reasonable notice to the Customer.

6.2.1 SGE reserves the right, without notification to the Customer, to change suppliers/manufacturers to fulfill an order.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by SEG to deliver any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as repudiated.

6.4 If SEG fails to deliver the Goods (or any instalment) for any reason other than any cause beyond SEG’s

reasonable control or the Customer’s fault, and SEG is accordingly liable to the Customer, SEG’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods agreed by SEG.

6.5 If the Customer fails to take delivery of the Goods or fails to give SEG adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of SEG’s fault) then without limiting any other right or remedy available to SEG, SEG may:

▪ 6.5.1 store the Goods until actual delivery and charge the Customer for the reasonable costs

(including insurance) of storage; or

▪ 6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage

and selling expenses) account to the Customer for the excess over the price under the Contract or

charge the Customer for any shortfall below the price under the Contract; or

▪ 6.5.3 where the Goods are not readily resalable for any reason, dispose of the Goods and charge the Customer for the price of the Goods under the Contract.

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7. Installation of the Goods and Completion of the Services Where SEG has agreed in writing to install the Goods:

7.1 Before the agreed delivery date, the Customer must.

7.1.1 inform SEG in writing of any problems SEG or its agents may encounter in gaining access to the premises or any part of the premises in which the Goods are to be installed.

7.1.2 provide SEG with all information in writing SEG requires in relation to the fabric and structure of the

premises (or part thereof) in which or to which the Goods are to be installed.

7.1.3 ensure that part of the premises in or on which the Goods are to be installed are clear, clean and fully

accessible for the purposes of carrying out the Services (including, without limitation, any removal of the

Customer’s own goods in accordance with clause 7.3 below and the installation of the Goods); and

7.1.4 ensure SEG has access to a safe electricity supply sufficient for SEG’s purposes (free of charge), and SEG reserves the right to recover from the Customer all costs and expenses incurred by SEG as a result of the Customer’s failure to comply with these obligations.

7.1.5 ensure SEG has access to a safe and stable water supply sufficient for SEG’s purposes (free of charge), and SEG reserves the right to recover from the Customer all costs and expenses incurred by SEG as a result of the Customer’s failure to comply with these obligations.

7.2 If SEG encounters any conditions at the premises which the Customer has not informed SEG about or

which were not immediately apparent when SEG inspected the premises prior to commencing installation of the Goods, SEG shall be entitled to change the design and/or specification of the Goods and/or any

specifications in the Services in accordance with clauses 4.3 to 4.5 inclusive above.

7.3 Unless otherwise agreed in writing between the authorised representatives of the Customer and SEG, if

any goods or assets of the Customer which are to be removed or replaced by or in the course of installation of the Goods, such goods or assets shall upon removal or replacement belong to and be the absolute property of SEG who shall be free to use or dispose of the same as SEG sees fit.

7.4 SEG accepts no responsibility for any inevitable damage which is caused by the proper installation of the Goods, and the Customer shall, unless otherwise agreed in writing by SEG, be responsible for all works of making good and redecoration required upon completion of such installation.

7.5 Any dates quoted for completion of the Services are approximate only and SEG shall not be liable for any delay in completion of the Services however caused. Time for completion shall not be of the essence of the Contract unless previously agreed by SEG in Writing. The Services may be provided by SEG in advance of the quoted date upon giving reasonable notice to the Customer.

7.6 Where the Services are to be provided in instalments, each provision shall constitute a separate contract and failure by SEG to deliver any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as repudiated.

7.7 Completion of the Services shall be made by SEG providing the Services in accordance with clause 3.3.3 above.

7.8 Once the installation of the Goods is completed,

7.8.1 SEG will endeavour to leave the site, and the premises clear of all rubbish and unused materials if agreed to in the quote, which had been brought to the site by SEG or its agents, employees or subcontractors, and

7.8.2 the Customer will be asked to sign an acceptance form to confirm its acceptance of SEG’s obligation to install the Goods being fulfilled. The Customer must inspect the Goods thoroughly and test any fittings and fixtures to ensure that it is satisfied with them. If the Customer finds any faults it must note them on the

acceptance form.

7.9 If SEG fails to complete the Services (or any instalment) for any reason other than any cause beyond SEG’s reasonable control or the Customer’s fault, and SEG is accordingly liable to the Customer, SEG’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar services to replace those not provided over the price of the Services agreed by SEG..

7.10 All goods remain the possession of Sevenoaks Electric Gates Limited Auto Gates until customer has paid the balance in full. Sevenoaks Electric Gates Limited Auto Gates reserves the right to remove their products at anytime until the balance is paid and good become the possession of the customer.

7.11 SEG is granted permission by the customer to take images of SEGs works for promotional material unless otherwise stated in writing by the customer to SEG.

7.12 SEG holds no responsibility for any changes or costs occurred due to issues below ground level.

7.13 SEG will use images as a representation of goods.

7.13.1 In some cases images are used as decoration and not a true representation of the product ordered

7.13.2 SEG hold no responsibility to design modifications on products, that may differ to the image supplied to customer.

7.13.3 SEG will uses images to help represent a product, sizes and colours are not an identical match to the product in real life.

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8. Risk and property

8.1 Risk of damage to or loss of the Goods shall pass to the Customer:

8.1.1 in the case of Goods to be delivered at SEG’s premises, at the time when SEG notifies the Customer that the Goods are available for collection; or

8.1.2 in the case of Goods to be delivered and installed by SEG, on the completion of the installation of the

Goods, or if the Customer wrongfully fails to allow completion of the installation of the Goods, the time of

delivery in accordance with clause 8.1.3; or

8.1.3 in the case of any other Goods to be delivered otherwise than at SEG’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the SEG has tendered delivery of the Goods.

8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Customer until SEG has received in cash or cleared funds payment in full of the price of the Goods and the Services and all other goods agreed to be sold or services agreed to be supplied by SEG to the Customer for which payment is then due.

8.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as SEG’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as SEG’s property, but the Customer may resell or use the Goods in the ordinary course of its business.

8.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), SEG may at any time require the Customer to deliver up the Goods to SEG and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and remove and repossess the Goods or any part thereof.

8.5 Where Goods have been removed pursuant to clause 8.4 above, SEG will not be liable to fill any hole(s) in the wall(s) of the premises which have been made as a necessary result of proper removal of the Goods or the fixings attached to the premises.

8.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of SEG, but, if the Customer does so all moneys owing by the Customer to SEG shall (without limiting any other right or remedy of SEG) forthwith become due and payable.

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9. Warranties and liability

9.1 Subject to the following provisions SEG warrants that.

9.1.1 all Goods will correspond with their specification at the time of delivery and will be free from defects in

material and workmanship for a period of 12 months from the date of their initial use or 12 months from

delivery, whichever is the first to expire, and

9.1.2 all Services will be carried out with reasonable care and skill.

9.2 The above warranties are given by SEG subject to the following conditions:

9.2.1 SEG shall be under no liability in respect of any defect in the Goods or Services arising from any drawing, design or specification supplied by the Customer.

9.2.2 SEG shall be under no liability in respect of any defect arising from fair wear and tear misuse (including without limitation any use which is likely to place undue strain on any part of the Goods or use otherwise than as recommended by SEG), wilful damage, negligence, damage caused by abnormal weather conditions including floods and storms, failure to follow SEG’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods or the fixings to which the Goods are attached without SEG’s approval;

9.2.2.1 Warranties offered by SEG to the client will be void if it is deemed that there have been alterations to programming by the client. The client will be charged if SEG are required to come out to reprogram or re-

install products.

9.2.3 SEG shall be under no liability under the above warranties (or any other warranty, condition or

guarantee) if the total price for the Goods and Services have not been paid by the due date for payment.

9.2.4 The Warranty in clause 9.1.1 does not extend to Goods, parts, materials or equipment not manufactured

by SEG, in respect of which the Customer shall only be entitled to the benefit of any such warranty or

guarantee (and for the period of the same) as is given by the manufacturer to SEG.

9.2.5 SEG shall be under no liability under the warranty in clause 9.1.1 unless the claim is notified to SEG in writing within the period of the warranty or guarantee given by SEG in respect of the goods.

9.2.6 SEG shall be under no liability under the warranty in clause 9.1.2 unless the claim is notified to SEG within 14 days in writing from the date the alleged breach of the warranty in clause 9.1.2 has occurred.

9.3. Subject as expressly provided in these terms, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are fully excluded permitted by law.

9.4 Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions

(Restrictions on Statement) Order 1976) the statutory rights of the consumer are not affected by these Terms.

9.5 Where a valid claim in respect of any of the goods and/or services under the warranties in clause 9.1 is notified to SEG in accordance with these terms. SEG may repair or replace the goods (or part in question) or rectify the services free of charge or, at SEG’s sole discretion, refund to the Customer the price of the goods (or a proportionate part of the price), or the charge for the services (or a proportionate part of the charge) in which case SEG shall have no further liability to the Customer.

9.6 SEG in respect of death or personal injury caused by SEG’s negligence or liability for defective products under the Consumer Protection Act 1987, SEG shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law, or under the express terms of the contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by negligence of SEG, its employees or agents or otherwise) which arise out of or in connection with the supply of goods and/or services in accordance with the contract or at all) or their use or resale by the Customer and the entire liability of SEG under or in connection with the contract shall not exceed the aggregate price of the goods and the charge of the services, except as expressly provided in these terms.

9.7 SEG shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for

compensation arising from any information or instructions supplied by the Customer, which is or are

incomplete, incorrect or inaccurate.

9.8 SEG shall not be liable to the Customer or deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of SEG’s obligations in relation to the goods or services if the delay or failure was due to any cause beyond SEG’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond SEG’s reasonable control:

▪ 9.8.1 Act of God, explosion, flood, tempest, fire or accident.

▪ 9.8.2 War or threat of war, sabotage, insurrection, civil distribution or requisition.

▪ 9.8.3 Acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any

government, parliamentary or local authority,

▪ 9.8.4 Import or export regulations or embargoes.

▪ 9.8.5 Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of

SEG or of the Customer or a third party).

▪ 9.8.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery.

▪ 9.8.7 Power failure or breakdown in machinery.

▪ 9.8.10 Force majeure.9.9 SEG hold no responsibility for customers land and drainage around the instalment. SEG will endeavour to

put drainage holes (when appropriate) into the underground motor boxes to help with the drainage.

9.9.1 SEG hold no responsibility for dermis, animals or foreign objects that enter installed products.

9.10 Whilst products are still the possession of SEG until the full balance is paid by the customer. The customer is liable for the safety of the products fitted during works. Any damage to products fitted during works at a customer’s home will be billed to the customer.

 

10. Indemnity

If a claim is made against the Customer that the goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of a drawing, design or specification supplied by the Customer, SEG shall indemnify the Customer against all loss, damages, costs and expenses awarded against or incurred by the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the claim, provided that:

10.1 SEG is given full control of any proceedings or negotiations in connection with the claim.

10.2 the Customer shall give SEG all reasonable assistance for the purposes of any such proceedings or

negotiations.

10.3 except pursuant to a final award, the Customer shall not pay or accept the claim or compromise any such proceedings without the consent of SEG (which shall not be unreasonably withheld).

10.4 the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover

which the Customer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);

10.5 SEG shall be entitled to the benefit of, and the Customer shall accordingly account to SEG for, all damages and costs (if any) awarded in favour of the Customer which are payable by, or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and

10.6 without limiting any duty of the Customer at common law, SEG may require the Customer to take such

steps as SEG may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which SEG is liable to indemnify the Customer under this clause

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11. Insolvency of Customer

11.1 This clause 11 applies if:

11.1.1 The Customer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Customer (within the meaning of the Insolvency Act 1986); or

11.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer or11.1.3 the Customer ceases, or threatens to cease, to carry on business or

11.1.4 SEG reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer accordingly

11.2 If this clause applies, then without limiting any other right or remedy available to SEG, SEG may cancel the contract or suspend any further deliveries of goods and/or further performance of services under the contract without any liability to the Customer, and if the goods have been delivered or the services (or part thereof) have been supplied but not paid for the price (or the price for the goods (or the parts thereof) supplied) shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

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12. General

12.1 A notice required or permitted to be given by either party to the other under these terms shall be in

writing addressed to that other party at its registered office or principal place of business or such other

address as may at the relevant time have been notified pursuant to this provision to the party giving the

notice.

12.2 No waiver by SEG of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision

12.3 If any provision of the contract is held by a court or other competent authority to be invalid or

unenforceable in whole or in part, the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected

12.4 The contract shall be governed by the laws of England, and the Customer agrees to submit to the non-

exclusive jurisdiction of the English courts