Suresafe’s Conditions of Sale
1.1 Unless otherwise specifically agreed in
writing by Suresafe Protection Limited a company registered in Scotland
company number SC132827 and having its registered office at 8 Kelvin
Cumbernauld, Glasgow, G67 2BA ("Suresafe"), all quotations and
contracts for the supply of goods by Suresafe are made upon these
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 Suresafe will be made only upon the
Orders are accepted subject to the Conditions.
1.3 Any variation must be approved by an
authorised Suresafe employee and be in writing. Any quotation or
given subject to the Conditions.
1.4 “The Contract” means any contract made
between the parties that incorporates the Conditions.
2.1 Terms of payment are strictly net monthly for
(i.e. payment on or before the end of the month following the month
which the invoice is dated) and in default Suresafe shall be entitled
notice to the Purchaser (even if the Purchaser has entered into a
sale or supply in respect of the goods with a third party) to:
2.1.1 terminate any
outstanding order or
2.1.2 withhold and/or
suspend supplies; or
2.1.3 reduce the
Purchaser's credit limit.
2.2 Suresafe shall also be entitled, at
their discretion, to require (and, if called upon to do so, the
make) immediate payment of any and all monies in respect of goods
whether these monies would ordinarily be due for payment at that time or
2.3 In addition, Suresafe shall be entitled
to charge the Purchaser interest on the amount unpaid at the rate of 8%
the The Royal Bank of Scotland Plc base rate from time to time until
full is made and the Purchaser will indemnify Suresafe in respect of all
incurred by Suresafe in recovering payment, including the cost of
solicitors and any other legal expenses.2.4 No
payment shall be deemed to have been
received until Suresafe has received cleared funds.
2.5 In the
event that the Purchaser tenders
payment by cheque and the cheque is subsequently returned by the
Bankers unpaid, the Purchaser will also indemnify Suresafe in respect of
resulting bank charges incurred by Suresafe.
2.6 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
court order requiring an amount equal to such deduction to be paid by
to the Purchaser.
3.1 All prices displayed in Suresafe’s
catalogues 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
3.3 The price
charged to the Purchaser will be the prevailing price at the time of
3.4 At any given time, despite our best
efforts, a small number of items on our site may be mispriced. We do,
however, verify prices as part of our shipping procedures. If we
discover that an item's correct price is higher than our stated price,
we will, at our discretion, either contact you for
instructions before shipping or cancel your order and notify you of
4. Retention of
4.1 Although risk in the goods supplied
passes to the Purchaser on delivery, legal title in such goods shall not
to the Purchaser until Suresafe has received in cleared funds the full
payable for such goods and all other goods supplied by Suresafe to the
Purchaser for which payment is then due.
4.2 Until legal title passes, the Purchaser
shall hold the goods as Suresafe 's fiduciary agent and shall keep them
properly protected, insured and stored separately from any other goods
or not supplied by Suresafe). Until that time the Purchaser is entitled
resell or use the goods in the ordinary course of its business but shall
account to Suresafe for the proceeds of sale and pending payment shall
such proceeds on trust for Suresafe absolutely.
4.3 The Purchaser's right to resell or use
the goods shall terminate automatically on the occurrence of any event
in Condition 10 and/or if any sum owed to Suresafe by the Purchaser is
4.4 Until such time as legal title in the
goods passes to the Purchaser Suresafe may at any time require the
its liquidator, receiver, administrative receiver or administrator to
the goods and/or may repossess the goods by entering upon any premises
Purchaser or any third party where the goods are reasonably believed to
4.5 In addition and without prejudice to any
other right or remedy available to Suresafe, if the Purchaser is in
the payment terms or of any of its obligations under this clause,
shall be entitled to:
4.5.1 cancel the
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 Suresafe reserves the right at any
time before title in the goods has passed to the Purchaser to require
Purchaser to deliver up the goods if any of the events specified in
5.1 Terms and conditions for delivery are
only applicable in the UK. For delivery outside the UK please contact
Suresafe’s export department.
5.2 Unless otherwise agreed delivery of the
goods shall take place at the Purchaser’s place of business.
5.3 Where Suresafe makes delivery of the
goods to the Purchaser’s place of business or any other place as agreed
writing, all charges in relation to carriage, including, without
transport costs, insurance and unloading, will at Suresafe’s option, be
by the Purchaser.
5.4 If for any reason the Purchaser does not
accept delivery of any of the goods when they are ready for delivery
goods will be deemed to have been delivered, risk passing to the
(including for loss or damage caused by Suresafe’s negligence) and
5.4.1 store the goods until actual
delivery whereupon the Purchaser will
be liable for all related costs and expenses (including without
storage and insurance); or
5.4.2 sell the goods at the best
price readily obtainable and (after
deduction of all reasonable storage and selling expenses) charge the
for any shortfall below the Contract price.
5.5 Suresafe reserves the right to
deliver in instalments and any failure to deliver one instalment will
entitle the Purchaser to terminate the Contract.
5.6 The quantity of any consignment of goods
as recorded by Suresafe upon despatch from Suresafe’s place of business
be conclusive evidence of the quantity received by the Purchaser on
unless the Purchaser can provide conclusive evidence proving the
5.7 Claims for shortages or damaged goods
must be made in writing to Suresafe within 3 days of receipt.
5.8 Claims for non-delivery must be made to
Suresafe within 10 days of date of despatch shown on invoice.
5.9 Suresafe reserves the right to
charge a 15% handling fee against the return of non-faulty goods.
5.10 A small order charge of £6.95 (ex VAT) will
be applied, at Suresafe’s option, if the order value is below £50.00.
6.1 If the Purchaser establishes to
Suresafe’s reasonable satisfaction that there is a defect in the goods
is some other failure by Suresafe in relation to the conformity of the
with the Contract, then Suresafe 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
goods, subject, in every case, to the remaining provisions of this
provided that the liability of Suresafe under this Condition shall in no
exceed the purchase price of such goods and performance of any one of
options shall constitute an entire discharge of Suresafe’s liability
6.1 shall not apply unless the Purchaser:
6.2.1 notifies Suresafe in
writing of the alleged defect within 3 days of
the time when the Purchaser discovers or ought to have discovered the
Suresafe a reasonable
opportunity to inspect the relevant goods.
6.3 If Suresafe elects to replace the goods
pursuant to this Condition, Suresafe shall deliver the replacement goods
Purchaser at Suresafe's own expense at the address to which the
were delivered and the legal title to the defective goods which are
shall (if it has vested in the Purchaser) re-vest in Suresafe and the
shall make any arrangements as may be necessary to deliver up to
defective goods which are being replaced to Suresafe.
shall be under no liability under the warranty in this Condition:
6.4.1 in respect of any defect
arising from wilful damage, negligence,
abnormal storage conditions, failure to follow Suresafe’s or the
instructions whichever is appropriate (whether oral or in writing).;
6.4.2 if the total
price for the goods has
not been paid by the due date for payment;
6.4.3 in respect of any type of
defect or damage specifically excluded by
Suresafe 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.
warranties set out in this is document are the only warranties which
given by Suresafe and all warranties, conditions and other terms implied
statute are expressly excluded.
7.1 Subject to Condition 6 above this
Condition sets out the entire liability of Suresafe (including any
for the acts or omissions of its employees, agents and sub-contractors)
Purchaser in respect of:
7.1.1 any breach of
the Conditions or the
7.1.2 any representation,
statement or delictual 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 Suresafe for death or personal injury caused by
Suresafe’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
7.4 Suresafe shall not be liable to the
Purchaser for any loss of profit or other economic loss (direct or
indirect or consequential loss or damage, costs, expenses or other
consequential compensation whatsoever (howsoever caused) or loss or
(contractual, delictual, breach of statutory duty or otherwise) which
out of or in connection with the Contract, or for any liability incurred
Purchaser to any other person for any economic loss, claim for damages
howsoever arising from the goods or otherwise.
Safety and Product Recalls
8.1 The Purchaser shall comply at all times
with the written instructions and all written guidelines issued from
time attached to the goods concerning their storage and use and the
shall refer its employees and its customers to such instructions and
8.2 The Purchaser should satisfy itself that
the persons responsible for the storage and use of any goods supplied by
Suresafe have all the information required on health and safety and
shall not be liable to the Purchaser in any civil proceedings brought by
Purchaser against Suresafe in respect of a breach of the user
any applicable health and safety legislation or any regulations, orders
directions made pursuant to such health and safety legislation in force
time to time or under any directive, regulation, order or other
relating to health and safety where such exclusion of liability is
8.3 The Purchaser shall keep Suresafe
properly informed of all customer complaints concerning the goods and
comply with any directions of Suresafe in any issues, proceedings or
negotiations relating to such complaint.
8.4 In the event of any recall of the goods
by Suresafe the Purchaser shall co-operate fully and promptly with any
taken by Suresafe under the Condition below.
8.5 Suresafe may at its discretion
recall any goods already sold by Suresafe to its customers, (whether for
refund or credit or for replacement of the goods which shall in each
undertaken by Suresafe) and/or issue any written or other notification
customers about the manner of use of any goods already sold by Suresafe
customers. The customer agrees to give all reasonable assistance to
the manufacturer in resisting any claim which may arise under any recall
product by Suresafe or the manufacturer of such product.
9.1 Suresafe reserves the right to defer
the date of delivery or to cancel the Contract or reduce the volume of
goods ordered by the Purchaser (without liability to the Purchaser) if
prevented from or delayed in the carrying on of its business due to
circumstances beyond the reasonable control of Suresafe including,
limitation, acts of God, governmental actions, war or national
of terrorism, protests, riot, civil commotion, fire, explosion, flood,
epidemic, lockouts, strikes or other labour disputes (whether or not
to either party's workforce), or restraints or delays affecting carriers
inability or delay in obtaining supplies of adequate or suitable
provided that, if the event in question continues for a continuous
excess of 180 days, the Purchaser shall be entitled to give notice in
to Suresafe to terminate the Contract.
10.1 Suresafe may, as it thinks fit,
(without prejudice to any other rights or remedies it may have against
Purchaser) immediately suspend further performance of the Contract or
delivery of the goods or stop any goods in transit or by notice in
the Purchaser terminate the Contract without liability to Suresafe if:
10.1.1 the Purchaser commits a material breach of
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 capable of remedy, or persists in any breach of any of
obligations under the Contract after having been requested in writing by
Suresafe to remedy or desist from such breach within a period of 14
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
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
Purchaser or the Purchaser's partner generally or there is presented in
relation to the Purchaser or the Purchaser's partner a petition of
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
the Purchaser calls a meeting for the purpose of passing a resolution to
up its company or such a resolution is passed or the Purchaser presents
presented a petition to wind up or present or have presented a petition
appoint an administrator or have an administrative receiver or receiver
appointed to the whole or any part of the Purchaser’s business,
property or assets;
Purchaser ceases, or threatens to cease, to carry on
business; or 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
10.2 Notwithstanding any such termination
or suspension in accordance with the above the Purchaser shall pay
the Contract rate all payments subsisting at the time of termination.
11.1 Whilst Suresafe 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
are not necessarily included and furthermore, Suresafe’s policy is one
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 Suresafe at
time of purchase. Suresafe cannot accept liability in respect of any
omissions herein contained or for any loss or damage, malfunction or
consequential loss arising from reliance upon our publications.
12.1 Any products shown in both our printed or
online publications do not represent endorsement by Suresafe of any
products, services or organisations.
13.1 The colour reproductions of the
garments featured in
both our printed or online publications are as accurate as
the printing or
electronic process will allow.
14.1 Suresafe will at all times comply
with its obligations under the Data Protection Act 1998. For further
15.1 The Purchaser shall not be entitled to
assign the Contract or any part of it without the prior written consent
may assign the Contract or any part of it to any person, firm or
16.1 Each right or remedy of Suresafe under the
Contract is without prejudice to any other right or remedy of Suresafe
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
wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity,
voidability, unenforceability or unreasonableness be deemed severable
remaining provisions of the Contract and the remainder of such provision
continue in full force and effect.
16.4 Failure or delay by Suresafe 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 Suresafe of any breach of, or
any default under, any provision of the Contract by the Purchaser will
deemed a waiver of any subsequent breach or default and will in no way
the other terms of the Contract.
16.6 The formation, existence, construction,
performance, validity and all aspects of the Contract shall be governed
laws of Scotland and the parties submit to the exclusive jurisdiction of
All Rights Reserved
17.1 No part of any Suresafe publication may be
reproduced or transmitted in any form or by any means including
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
17.3 All prices are subject to alteration
17.4 Suresafe reserve the right to amend
these Conditions from time to time.
Suresafe Protection Limited’s VAT Number is 556