Select 1 Security Services Limited
Starndard terms & conditions of business
1. Conditions Applicable and Description
1.1 These Conditions shall apply to all contracts for the provision of goods and/or services by Select 1 Security Services Limited of 14 King Street, Yeadon, Leeds LS19 7QA, registered number 4979114 ("Select 1") to you, (the "customer"), to the exclusion of all other terms and conditions including any terms or conditions which the customer may purport to apply under any purchase order, confirmation of order or similar document. A customer who is a private person purchasing goods and/or services for private use will be described where appropriate as the "consumer".
1.2 All orders for goods and/or services shall be deemed to be an offer by the customer to purchase goods and/or services pursuant to these Conditions. Orders may be placed by writing, via the Select 1 website, telephone or fax.
1.3 Acceptance by Select 1 in the form of an order confirmation which may be oral or written shall be deemed conclusive evidence of the customer’s acceptance of these Conditions.
1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Select 1 and authorised by one of its Directors.
1.5 Select 1’s employees are not authorised to make any representations concerning the goods and/or services unless confirmed by Select 1 in writing. In entering into the contract the customer acknowledges that it does not rely on any such representations which are not so confirmed.
1.6 While Select 1 shall endeavour to ensure that goods shall be supplied in accordance with any description contained in any specification provided by Select 1, all illustrations, leaflets, drawings, catalogues or other material issued by Select 1 and particulars of size, weight, measurement, output and performance contained in any of the terms or in any quotation, are approximate only and not binding on Select 1. Select 1 may from time to time make changes in the specification of the goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.
1.7 Any typographical, clerical or other error or omission in any sales literature (which shall include all specification sheets, plans and drawings), this website, quotation, price list, acceptance of offer, invoice or other document or information issued by Select 1 shall be subject to correction without any liability on the part of Select 1.
1.8 The customer shall be responsible to Select 1 for ensuring the accuracy of the terms of any order and any applicable specification or information as required by Select 1 submitted by the customer and for giving Select 1 any necessary information relating to the goods within a sufficient time to enable Select 1 to perform the contract in accordance with its terms. If insufficient information, or insufficient specification is provided to Select 1 so as to prevent Select 1 from fulfilling its obligations under this contract, then Select 1 may unilaterally terminate the contract.
1.9 If the goods are to be manufactured or any process is to be applied to the goods by Select 1 in accordance with a specification submitted by the customer, the customer shall indemnify Select 1 against all loss, damage, costs and expenses awarded against or incurred by Select 1 in connection with or paid or agreed to be paid by Select 1 in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Select 1’s use of the customer’s specification.
1.10 Select 1 reserves the right to raise a charge based on time spent and distance travelled in respect of any visit to the customer’s site prior to the placing of an order.
2. Price
2.1 The price of the goods and/or the services shall be Select 1’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in Select 1’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the customer, after which time they may be altered by Select 1 without giving notice to the customer.
2.2 Select 1 reserves the right, by giving notice to the customer at any time before delivery, to increase the price of the goods to reflect any increase in cost to Select 1 which is due to any factor beyond Select 1’s control (such as, without limitation, increased costs imposed by third parties, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the cost of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specification for the goods which is requested by the customer or any delay caused by any instructions of the customer or failure of the customer to give Select 1 adequate information or instructions.
2.3 Any additional cost howsoever incurred by Select 1 due to the suspension or delay of the services or where additional goods are required caused by any circumstances that were not readily apparent on any earlier inspection that may have been conducted prior to quoting (such as but without limitation, the existing electrical arrangements and infrastructure present at the customer’s premises) delay, lack of instruction, change of instruction, or interruption on the part of the customer, or any of its employees or agents shall be added to the quoted price.
2.4 Except as otherwise agreed in writing between the customer and Select 1 all prices quoted by Select 1 include delivery charges.
2.5 The price is exclusive of any applicable value added tax, which the customer shall be additionally liable to pay Select 1.
3. Delivery
3.1 Delivery of the goods and/or provision of the services shall take place on the 'Delivery Date'. The Delivery Date shall be the time at which Select 1 has agreed with the customer that the goods are ready for delivery, or if some other place for delivery is agreed by Select 1, the time at which Select 1 delivers the goods to that place.
3.2 Any dates quoted for delivery of the goods and/or provide the services are approximate only and Select 1 shall not be liable for any delay in delivery of the goods and/or the provision of the services however caused. Time for delivery or provision shall not be of the essence. The goods may be delivered by Select 1 in advance of the Delivery Date upon giving reasonable notice to the customer.
3.3 If the customer fails to take delivery of the goods or the customer fails to give Select 1 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 Select 1's fault) then without prejudice to any other right or remedy to Select 1, Select 1 may:
3.3.1 store the goods until actual delivery and charge the customer for the reasonable costs (including insurance) of storage; or
3.3.2 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.
3.4 Select 1 may deliver the goods and/or provide the services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the contract of sale. The failure of Select 1 to deliver or the failure of the customer to pay for any one or more of the said instalments shall not entitle the customer to treat the whole contract as repudiated.
3.5 Where the goods ordered by the customer are not available from stock the customer shall be notified and given the option to either wait until the goods are available from stock or cancel the order and receive a full refund within 30 days.
4. Installation & Services
4.1 Select 1 shall use reasonable endeavours to provide the services in accordance with the contract.
4.2 Subject to any special terms agreed between Select 1 and the customer, Select 1 agrees to install the goods.
4.3 The customer shall be responsible for providing safe, lawful, unhindered and suitable access to the site where the goods are to be installed and/or the services provided. A clear working area must be provided with a flat and level surface. A suitable local power supply adjacent to any point of work for both the operation and installation of the goods and for portable electrical tools must be provided and be within 2.0m of the installation site. Any installation will be conducted during Select 1"s ordinary hours of work. Select 1 may agree to install the goods and/or provide the services outside these hours but reserves the right to increase the price to reflect any additional costs incurred.
4.4 Items such as but without limitation household furniture, other goods, stock, appliances, personal items should be removed to allow access to all areas where work will be carried out. Carpets and floor coverings should be lifted and floorboards raised to allow access to all floor voids where required. All lamp shades shall need to be removed and access made clear for all work on lighting circuits as required. Loft traps and under floor hatches should be opened, and safe, clear, well lit with the access free from obstruction.
4.5 In the event that the customer fails to comply with the provisions of conditions 4.3 and 4.4 Select 1 shall take care of all these issues (where possible) as we work and shall reinstate all to the best of our ability. However Select 1 can take no liability for any damage caused while in the process of these actions. Failure to provide the access as stated above will be interpreted as desire for Select 1 to undertake such issues as we work.
4.6 Where the services are provided on a time and materials basis:
4.6.1 the price shall be calculated in accordance with Select 1’s standard daily and hourly fee rates, as amended from time to time
4.6.2 Select 1’s standard daily fee rates for each individual person are calculated on the basis of a seven-hour day, worked between 9.00 am and 5.00 pm on weekdays (excluding public holidays); and
4.6.3 Select 1 shall be entitled to charge an overtime rate of [PERCENTAGE]% of the normal daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the services outside the hours referred to in condition 4.6.2.
5. Payment
5.1 Subject to any special terms agreed in writing between Select 1 and the customer, Select 1 shall be entitled to invoice the customer for the price of the goods on or at any time after delivery of the goods and/or provide the services.
5.2 The customer shall pay 100% of the price within 30 days of invoice.
5.3 Interest on overdue moneys under the contract shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 3% above the Barclays Bank plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment and Select 1 may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6. Customer Cancellation
6.1 Requests by the Customer to cancel or amend any order or for the rescheduling of deliveries shall be made in writing and shall only be accepted by Select 1 in writing. Select 1 reserves the right to refuse to cancel any order once the order has been confirmed. Select 1 may also charge a restocking fee of up to £25 on any returned goods.
6.2 Consumers may cancel any order for goods placed (whether or not confirmed) at any time within 7 working days beginning with the day after the day on which the consumer receives the goods and receive a refund of the price or any part thereof paid. To cancel any order, the Consumer must inform Select 1 of such cancellation in writing, return the goods in their delivered condition immediately and at the Consumer’s sole cost and risk. Any statutory consumer rights are unaffected by these Conditions. For the avoidance of doubt this clause will not apply where the goods have been installed prior to the Consumer seeking to cancel the order or where the goods have been made to measure or created, altered or modified to accord with the Consumer's particular requirements.
6.3 Consumers may cancel any order for services placed (whether or not confirmed) at any time within 7 working days beginning with the day after the day on which the contract is made and receive a refund of the price or any part thereof paid. To cancel any order, the Consumer must inform Select 1 of such cancellation in writing. Any statutory consumer rights are unaffected by these Conditions. For the avoidance of doubt this clause will not apply where Select 1 has begun providing the services with the Consumer's agreement prior to the Consumer seeking to cancel the order.
6.4 No order which has been accepted by Select 1 may be cancelled by the customer except with the agreement in writing of Select 1 and on such terms that the customer will indemnify Select 1 in full and against all loss (including loss of profit), costs (including the full cost of labour and materials used), damage, charges and expenses incurred by Select 1 as a result of such cancellation.
7. Risk and Property
7.1 Risk of damage to or loss of the goods shall pass to the customer on the Delivery Date.
7.2 Notwithstanding delivery and the passing of risk in the goods, or any other provisions of these Conditions, the property in the goods shall not pass to the customer until Select 1 has received in cash or cleared funds full payment of the price.
7.3 Until such time as the property in the goods passes to the customer, the customer shall hold the goods as Select 1'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 Select 1's property.
7.4 Until such time as the property in the goods passes to the customer Select 1 shall be entitled at any time to require the customer to deliver up the goods to Select 1, and if the customer fails to do so forthwith, to enter upon any premises of the customer or any third party where the goods are stored and repossess the goods.
7.5 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 Select 1 but if the customer does so the entire proceeds of sale or other moneys received in respect of the goods shall be held in trust for Select 1 and shall not be mixed with the customer’s money or paid into any overdrawn bank account and shall at all material times be identified as Select 1’s money and all moneys owing by the customer to Select 1 shall (without prejudice to any other right or remedy of Select 1) forthwith become due and payable.
8. Warranties and liability
8.1 Subject to the conditions set out below Select 1 warrants that the 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 Delivery Date or the completion of their installation by Select 1 (whichever is the later).
8.2 Select 1 shall be under no liability under the above warranty:
8.2.1 unless the goods or any component or part thereof are found to be defective, or faulty on examination by Select 1. Any components or parts of the goods returned to Select 1 for examination shall be at the customer’s own expense;
8.2.2 in respect of any defect in the goods arising from any drawing, design or specification supplied by the customer;
8.2.3 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Select 1's instructions (whether oral or in writing), incorrect installation, misuse or alteration or repair of the goods without Select 1's approval;
8.2.4 if the total price for the goods has not been paid by the due date for payment.
8.3 The above warranty does not extend to parts, materials or equipment not manufactured by Select 1, in respect of which the customer shall only be entitled to the benefit of any such warranty or guarantee as may be given by the manufacturer to the customer.
8.4 Subject as expressly provided in these Conditions, 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 excluded to the fullest extent permitted by law.
8.5 Any claim by the customer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the customer) be notified to Select 1 within 7 days of the Delivery Date or where it is not possible for the customer to inspect the goods on delivery, 7 days from the first available date of inspection by the customer or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the customer does not notify Select 1 accordingly, the customer shall not be entitled to reject the goods and Select 1 shall have no liability for such defect or failure, and the customer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
8.6 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to Select 1 in accordance with these Conditions, Select 1 shall be entitled to replace the goods (or the part in question) free of charge or, at Select 1’s sole discretion, refund to the customer the price of the goods (or a proportionate part of the price), but Select 1 shall have no further liability to the customer.
8.7 Except in respect of death or personal injury caused by Select 1’s negligence, Select 1 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 any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever whether caused by the negligence of Select 1, its employees or agents or otherwise which arise out of or in connection with the supply of the goods or their use by the customer and/or the provision of the services, and the entire liability of Select 1 under or in connection with the contract shall not exceed the sum of [£XXXXX], except as expressly provided in these Conditions.
8.8 Select 1 shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of Select 1's obligations in relation to the goods and/or the services, if the delay or failure was due to any cause beyond Select 1's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Select 1's reasonable control; Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Select 1 or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
9. Insolvency of the customer
9.1 This clause applies if:
9.1.1 the customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer; or
9.1.3 the customer ceases, or threatens to cease, to carry on business; or
9.1.4 Select 1 reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to Select 1, Select 1 shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the customer, and if the goods have been delivered and/or the services provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. General
10.1 The Customer shall not, without the prior written consent of Select 1, at any time from the completion of the services to the expiry of six months after such completion, solicit or entice away from Select 1 or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Select 1 in the provision of the services.
10.2 Any notice or other document required or permitted to be given by either party to the other under these Conditions 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.
10.3 No waiver by Select 1 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.
10.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
10.5 These Conditions are not intended to confer any rights on any person not party to the contract and for the purposes of the Contracts (Rights of Third Parties) Act 1999 no third party consent shall be required to any termination or variation of this Agreement.
10.6 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.
