Systems Limited – E2S Warning Signals
Company registration number: 2763350
VAT registration number: GB578685665
1.1 The definitions and rules of
interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the
Goods from the Company.
Company: European Safety Systems Limited
Contract: any contract between the Company and the Buyer
for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to
take place under condition 4.
Goods: any goods agreed in the Contract to be
supplied to the Buyer by the Company (including any part or parts of them).
Intellectual Property Rights: All intellectual
property rights whatsoever vested in the Company whether registered or not and
to include, but not be limited to, design rights, patents, trade marks,
copyright, trade secrets, database rights and any other form of intellectual
property right obtained by common law.
1.2 A reference to a particular law is a reference to it as it is
in force for the time being taking account of any amendment, extension,
application or re-enactment and includes any subordinate legislation for the
time being in force made under it.
1.3 Words in the singular include the plural
and in the plural include the singular.
1.4 A reference to one gender includes a
reference to the other gender.
1.5 Condition headings do not affect the
interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract
shall be on these conditions to the exclusion of all other terms and conditions
(including any terms or conditions which the Buyer purports to apply under any
purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or
contained in the Buyer’s purchase order, confirmation of order, specification
or other document shall form part of the Contract simply as a result of such
document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any
variation to these conditions and any representations about the Goods shall
have no effect unless expressly agreed in writing, and signed by a director of
the Company. The Buyer acknowledges that
it has not relied on any statement, promise or representation made or given by
or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit
the Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the
Buyer from the Company shall be deemed to be an offer by the Buyer to purchase
Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted
by the Company until a written acknowledgement of order is issued by the
Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any
applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall
come into existence until the Company dispatches an acknowledgement of order to
the Buyer. Any quotation is valid for a
period of 30 days only from its date, provided that the Company has not
previously withdrawn it.
3.1 The Company reserves the right to accept orders communicated
by facsimile or e-mail, however, such orders should always be confirmed in
writing the same day by the buyer and marked ‘confirmation’. Any orders not so marked will be treated as
fresh orders and the buyer shall be responsible for the consequences of any
3.2 The Company reserves the right to refuse any order or offer
of an order.
4.1 Unless otherwise agreed in writing by the Company, delivery
of the Goods shall take place at the Company’s place of business.
4.2 The Buyer shall take delivery of the Goods within 14 days of
the Company giving it notice that the Goods are ready for delivery.
4.3 Any dates specified by the Company for delivery of the Goods
are intended to be an estimate and time for delivery shall not be made of the
essence by notice. If no dates are so
specified, delivery shall be within a reasonable time.
4.4 Subject to the other provisions of these conditions the
Company shall not be liable for any direct, indirect or consequential loss (all.
three of which terms include, without limitation, pure economic loss, loss of
profits, loss of business, depletion of goodwill and similar loss), costs,
damages, charges or expenses caused directly or indirectly by any delay in the
delivery of the Goods (even if caused by the Company’s negligence), nor shall
any delay entitle the Buyer to terminate or rescind the Contract unless such
delay exceeds 90 days.
4.5 If for any reason the Buyer fails to accept delivery of any
of the Goods when they are ready for delivery, or the Company is unable to
deliver the Goods on time because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer;
Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon
the Buyer shall be liable for all related costs and expenses (including,
without limitation, storage and insurance).
4.6 The Buyer shall provide at the Delivery Point and at its
expense adequate and appropriate equipment and manual labour for loading the
4.7 No cancellation of an order shall be effective unless in
writing and until accepted in writing by a Director of the Company. The Company reserves the right to refuse to
accept any cancellation of an order and in particular no cancellation will be
accepted on orders for goods with special requirements or not normally stocked
by the Company if the manufacture or obtaining by the Company of such goods is
in process or has been completed. The
Company reserves the right to levy a cancellation charge of 25% on standard
products and 80% on products with special requirements or those not normally
5.1 If the Customer fails or refuses to take delivery of goods on
the date laid down in the contract he shall be liable to the Company for any losses
occasioned by such a failure or refusal and for any charge thereby incurred by
the Company and/or a reasonable charge by the Company for the care and custody
of the goods whether he has been specifically requested to take delivery of the
goods or not.
5.2 The Company reserves the right to terminate any order or
suspend delivery where the customer is in default or becomes insolvent. In such circumstances the Buyer will also
lose any right to possession of the goods.
5.3 The quantity of any consignment of Goods as recorded by the
Company upon dispatch from the Company’s place of business shall be conclusive
evidence of the quantity received by the Buyer on delivery unless the Buyer can
provide conclusive evidence proving the contrary.
5.4 The Company shall not be liable for any non-delivery of Goods
unless the Buyer gives written notice to any carrier and at the same time the
Company of the non-delivery within 21 days of the despatch date on the
5.5 In the event of partial loss or damage the buyer must;
Within 3 days of the delivery give notice in writing to any carrier and at the
same time notify the Company in writing; and
Within 7 days make a claim against any carrier or accept any special
arrangements which the Company may be able to make on the Buyer’s behalf.
5.6 Any liability of the Company for non-delivery of the Goods
shall be limited to replacing the Goods within a reasonable time or issuing a
credit note at the pro rata Contract rate against any invoice raised for such
6.1 The Goods are at the risk of the Buyer
from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the
Company has received in full (in cash or cleared funds) all sums due to it in
(b) all other sums which are or which become due to the Company
from the Buyer on any account.
6.3 Until ownership of the Goods has passed
to the Buyer, the Buyer shall:
the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from
all other goods of the Buyer or any third party in such a way that they remain
readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or
packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them
insured on the Company’s behalf for their full price against all risks to the
reasonable satisfaction of the Company.
On request the Buyer shall produce the policy of insurance to the
6.4 The Buyer may resell the Goods before ownership has passed
and before full payment has been made solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the
Buyer’s business at full market value; and
(b) any such sale shall be a sale of the Company’s property with
the Buyer acting as agent for the Company, the Buyer shall be accountable to
the Company as agent and trustee for all monies received as a result of the
6.5 The Company shall be entitled to recover payment for the
Goods notwithstanding that ownership of any of the Goods has not passed from
6.6 The Buyer grants the Company, its agents and employees an
irrevocable licence at any time to enter any premises where the Goods are or
may be stored in order to inspect them, or, where the Buyer’s right to
possession has terminated, to recover them.
6.7 Where the Company is unable to determine whether any Goods
are the goods in respect of which the Buyer’s right to possession has
terminated, the Buyer shall be deemed to have sold all goods of the kind sold
by the Company to the Buyer in the order in which they were invoiced to the
6.8 On termination of the Contract, howsoever caused, the
Company’s (but not the Buyer’s) rights contained in this condition 6 shall
remain in effect.
7.1 All prices are subject to revision or withdrawal without
7.2 All prices in respect of orders for forward delivery are
subject to the Company’s right to vary them.
7.3 All prices are quoted ex-works unless otherwise agreed. Carriage and packing will be charged.
7.4 All goods will be charged at prices ruling at date of
dispatch unless otherwise agreed in writing by the Company and all orders are
accepted by the Company on this understanding.
7.5 All prices are subject to VAT at the appropriate rate.
7.6 All orders will be subject to a Minimum Order Charge as
specified in the current published price list.
Carriage and packing will be charged additionally where appropriate.
7.7 The Company reserves the right to decide method of dispatch,
unless the Purchaser specifies a dispatch medium, additional costs arising from
special delivery instructions are borne by the buyer.
7.8 Prices are for the quantity stated in the price list and any
reduction may affect the price charged.
8.1 Subject to condition 8.4, payment of the price for the Goods
is due in pounds sterling.
8.2 Time for payment shall be 30 days from date of invoice. The Company reserves the right to require
payment in full on receipt of an order.
8.3 No payment shall be deemed to have been received until the
Company has received cleared funds.
8.4 All payments payable to the Company under the Contract shall
become due immediately on its termination despite any other provision.
8.5 The Buyer shall make all payments due under the Contract in
full without any deduction whether by way of set-off, counterclaim, discount,
abatement or otherwise unless the Buyer has a valid court order requiring an
amount equal to such deduction to be paid by the Company to the Buyer.
8.6 If the Buyer fails to pay the Company any sum due pursuant to
the Contract, the Buyer shall be liable to pay interest to the Company on such
sum from the due date for payment at a compounding interest rate of 2% per
month on any overdue accounts. The
Company reserves the right to claim interest under the Late Payment of Commercial
Debts (Interest) Act 1998.
9. QUALITY / GUARANTEE
9.1 All goods manufactured by the Company are guaranteed to the
buyer only to the extent hereinafter mentioned against defects arising from
faulty materials or workmanship, subject to the goods not having suffered
maltreatment, inattention, modification or interference. Warranty is only applicable to those products
that have been installed for use in applications and in environmental
conditions deemed suitable and as specified by the Company. Excluded from the warranty are light source
components such as Xenon tubes, filament or halogen lamps and light emitting
The Company’s liability under this guarantee is
limited to repairing or replacing any part or parts found to be defective
within 5 years after the date of invoice.
The decision as to whether to repair or replace shall reside solely with
the Company. A returns order reference must be obtained from the Company prior
to returning any goods.
9.2 If goods not of the Company’s manufacture are ordered, the
guarantee, if any, of the manufacturer of such goods is effective. Specifically:
(a) A151 – 2 years
(b) E2S22D, E2S28D, IS-pB1, K-SML05/10/15 – 1
9.3 Where the buyer is buying in the course of business all
warranties, conditions and other terms implied by statute or common law (save
for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to
the fullest extent permitted by law, excluded from the Contract.
9.4 The Company shall not be liable for a breach of the guarantee
in condition 9.1 unless:
(a) the Buyer gives written notice of the defect to the Company,
and, if the defect is as a result of damage in transit to the carrier, within 7
days of delivery; and
(b) the Company is given a reasonable opportunity after receiving
the notice of examining such Goods and the Buyer (if asked to do so by the
Company) returns such Goods to the Company’s place of business at the Buyer’s
cost for the examination to take place there.
9.5 The Company shall not be liable for a breach of the guarantee
in condition 9.1 if:
Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the
Company’s oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are none) good
trade practice; or
(c) the Buyer alters or repairs such Goods without the written
consent of the Company.
10. LIMITATION OF LIABILITY
10.1 Subject to condition 4, condition 5 and condition 9, the
following provisions set out the entire financial liability of the Company
(including any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Buyer in respect of:
breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or
of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission
including negligence arising under or in connection with the Contract.
10.2 Nothing in these conditions excludes or
limits the liability of the Company:
death or personal injury caused by the Company’s negligence; or
section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to
exclude or attempt to exclude its liability; or
fraud or fraudulent misrepresentation.
10.3 Subject to condition 10.1 and condition
(a) the Company’s total liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation, restitution or
otherwise, arising in connection with the performance or contemplated
performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for any;
(i) pure economic loss; or
(ii) loss of profit; or
(iii) loss of business; or
(iv) depletion of goodwill or otherwise; or
(v) claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the
(vi) indirect losses.
11.1 The Company may assign the Contract or any part of it to any
person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any
part of it without the prior written consent of one of the Directors of the
12. FORCE MAJEURE
Company reserves the right to defer the date of delivery or to cancel the
Contract or reduce the volume of the Goods ordered by the Buyer (without
liability to the Buyer) if it is prevented from or delayed in the carrying on
of its business due to circumstances beyond the reasonable control of the
Company 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
13.1 Each right or remedy of the Company under the Contract is
without prejudice to any other right or remedy of the Company whether under the
Contract or not.
13.2 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,
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.
13.3 Failure or delay by the Company in enforcing or partially
enforcing any provision of the Contract shall not be construed as a waiver of
any of its rights under the Contract.
13.4 Any waiver by the Company of any breach of, or any default
under, any provision of the Contract by the Buyer shall not be deemed a waiver
of any subsequent breach or default and shall in no way affect the other terms
of the Contract.
13.5 The parties to the Contract do not intend that any term of the
Contract shall be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person that is not a party to it.
13.6 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.
13.7 The policy of the Company is one of continued research and
development and we reserve the right to amend any equipment specification,
colour, manufacturing materials or method without prior notice.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All Intellectual Property Rights in the
Goods are the property of the Company.
The Buyer does not own, nor will the Buyer acquire, any interest in the
Intellectual Property Rights in the Goods whether under these Terms and
Conditions or otherwise.
15.1 Each party undertakes
that it shall not at any time during this agreement, and for a period of five
years after termination of this agreement, disclose to any person any
confidential information concerning the business, affairs, customers, clients
or suppliers of the other party, except as permitted by clause 15.2.
(a) to its employees, officers, representatives or advisers who need to
know such information for the purposes of carrying out the party’s obligations
under this agreement Each party shall ensure that its employees, officers,
representatives or advisers to whom it discloses the other party’s confidential
information comply with this clause 15.2; and
16. DATA PROTECTION
16.1 The processing of personal data is governed by the Data
Protection Act 1998, under which the Company is registered as a data
controller. Any personal data you provide will be held securely and in
accordance with the Data Protection Act 1998. We will use your personal
data for the purpose(s) in relation to which you have provided it. We may
however need to disclose personal data to a third party so that they can
provide the service you have requested. We may additionally need to
disclose information where there is a legitimate reason for disclosure (such as
a court order) but we will ensure that we always comply with the Data
Protection Act. Any information about you that we pass to a third party
will be held securely by that party, in accordance with the Data Protection Act
1998, and used only to provide services or information you have requested. As a data subject you have the right to ask
for a copy of personal data about you and to ask for inaccuracies to be
corrected. Queries about compliance with the Data Protection Act should
be addressed to: The Managing Director, E2S, Impress House, Mansell Road,
Acton, W3 7QH.
17.1. All communications between the parties about the Contract shall
be in writing, in the English language, and delivered by hand or sent by
pre-paid first class post or sent by fax:
(a) (in case of communications to the Company) to its registered
office or such changed address as shall be notified to the Buyer by the
(b) (in the case of the communications to the Buyer) to the
registered office of the addressee (if it is a company) or (in any other case)
to any address of the Buyer set out in any document which forms part of the
Contract or such other address as shall be notified to the Company by the
17.2 Communications shall be deemed to have
(a) if sent by pre-paid first class post, two days (excluding
Saturdays, Sundays and bank and public holidays) after posting (exclusive of
the day of posting); or
delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the
time of transmission and otherwise on the next working day.
17.3 Communications addressed to the Company shall be marked for the
attention of a director of the Company.
18. GOVERNING LAW AND JURISDICTION
The Contract, and any dispute or claim arising out
of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims), shall be governed by, and construed in
accordance with, English law and the parties irrevocably submit to the
exclusive jurisdiction of the courts of England and Wales.