In these conditions the following applies:

Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:

1. acts of God, flood, drought, earthquake or other natural disaster;
2. epidemic or pandemic;
3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
4. nuclear, chemical or biological contamination or sonic boom;
5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
6. collapse of buildings, fire, explosion or accident;
7. any labour or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
9. interruption or failure of utility service

The Company means Chubb Fire & Security Limited t/a Vipond Fire Protection

The Customer means the person, company or corporation who has placed an order with the company.

The Goods means the goods sold under these conditions of sale.

The Services means the services sold under these conditions of sale.

1.1            These conditions shall govern any sale of Goods and Services by the Company to the exclusion of any other terms and conditions except such terms and conditions as have been expressly approved of in writing by a director of the Company.

1.2            Any quotation given by the Company shall be construed as an invitation to treat and orders placed thereon are subject to acceptance by the Company.

1.3            Unless otherwise expressly stated therein a quotation shall not remain open for more than twenty-eight days from the date of the quotation. A quotation may be withdrawn at any time.

• The Company reserves the right to increase prices (whether specifically quoted or not) to take account of increases in the cost of raw materials, wages, taxes, insurance, manufacture, packing or transport arising before despatch.
• Prices are exclusive of VAT or other tax, duty, tariff or charge arising in the United Kingdom or elsewhere.
• Unless otherwise agreed, prices are ex-works, carriage and packing extra.
• If at the request of the Customer or by reason of any action or inaction of the Customer work on the contract or delivery of the Goods is suspended, the Company shall have the right both to increase the purchase price and to alter the time of delivery.

3.1            Any dates given for shipment, delivery or completion are approximate.

3.2            Whilst every effort will be made to adhere to the agreed dates, such dates are not guaranteed and the C     Company accepts no liability for delay in shipment, delivery or completion from any cause whatsoever.

3.3            The Company may, at its discretion, deliver the Goods in instalments and carry out the work in phases.

3.4            Where the Customer, having been notified that the Goods are ready for despatch or, as the case may be, for collection, for any reason refuses or is unable to accept delivery or to make collection the Company shall be entitled to invoice the Customer for the agreed price of the Goods (which the Customer shall pay as though the Goods had been despatched or collected on the date of notification), the Company shall have the right to charge the Customer for storage and insurance of, and all other expenses incurred by it in respect of, the Goods and, notwithstanding the “Passing of title and risk” clause below, risk in the Goods shall be treated

The Company will replace or repair without charge, Goods which in the opinion of the Company have become defective, under normal use, within twelve months from date of despatch provided that:

4.1            The defect is due to faulty workmanship or materials.

4.2            The Customer notifies the Company within seven days of discovery.

4.3            The Goods have been properly serviced and maintained during the warranty period.

4.4            The warranties given in these conditions are personal to the Customer and are not capable of being assigned.

4.5            Any description of Goods appearing in the Company’s documentation or in literature and brochures supplied by the Company is given by way of identification only and the use of such a description shall not constitute a sale by description. In so far as information supplied to the Company by any other party the Company accepts no responsibility for its accuracy.

The Company shall not be liable for any of the following:

5.1            Design defects.

5.2            Consequential loss.

5.3            Any excess in total claims over the contract price.

5.4            Technical advice or assistance which it was not contractually bound to provide.

5.5            Loss caused by delay.

5.6            Any loss which the Company is precluded from recovering from a carrier by reason of the Customer’s failure to give the notice necessary for such recovery.

5.7            Any alleged defect in the Goods which the Customer or any person acting on its behalf shall have rectified or attempted to rectify.

5.8            Any failure or delay in the performance of its obligations caused by circumstances beyond its reasonable control.

5.9            Damage caused by misuse or non-compliance with instructions set out in the Company’s instructions (if any).

6.

• Provided it has complied with clause 6.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
• The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
• The Affected Party shall:

7.            as soon as reasonably practicable after the start of the Force Majeure Event but no later than five days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement: and

1.            use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

• If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than four weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving two weeks’ written notice to the Affected Party.

7.1            Payment shall be net and without set off, so as to be received within fourteen days of the date of the Company’s invoice.

7.2            The Company will raise an invoice for 50% of the total contract price upon receipt and acceptance of the Customer’s official order. Subsequent invoices will be raised monthly as goods are shipped to site and work is carried out.

7.3            Customers without a previous trading history with the Company will be required to settle their initial invoice prior to work commencing on site.

7.4            If any payment due in accordance with this Agreement is more than 30 days in arrears, the Company may at any time suspend the service provided under the Agreement until payment has been made.

7.5            If the Customer does not pay the Company the amount due in full by the due date then without prejudice to any other remedy that the Company may have under this Agreement, the Company may claim interest, cost and compensation on all overdue debt in accordance with the Late Payment of Commercial Debs (Interest ) Act 1999, or where the Company is not entitled to make a claim under the LPCS, the Company reserves the right to claim simple interest at a rate of 8%.

7.6            Where permitted by law, the Company shall be entitled to set-off any amounts due to the Company against any amounts owed to Company by the Customer by way of liability whether present or future, liquidated or unliquidated, and whether either liability arises under this Agreement. If the liabilities to be set-off are expressed in different currencies, the Company may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Company of its rights under this Agreement shall not limit or affect any other rights or remedies available to the Company under this Agreement or otherwise.

• Notwithstanding that the Customer obtains possession of the Goods the legal title will remain in the Company until the Company receives payment from the Customer of the contract price in full.
• Risk in the Goods shall be treated as having passed to the Customer upon delivery of the Goods to the Customer’s premises.

9.1            Goods should not be returned without the consent of the Company.

9.2            Where the Customer believes the Goods to be faulty or not meeting the agreed specification, full details of the fault or specification shortfall must be given.

9.3            Goods no longer required can, with the agreement of the Company, be returned. The Goods must be still in their original condition and will only be accepted if returned within thirty days of the original invoice date. A re-stocking charge of 30% of the original value of the Goods will be charged to the Customer.

10.1         Should the Customer wish to cancel an order the Company reserves the right to charge for all costs I              incurred by it up until the date of cancellation.

11.1         The Customer may not assign or part with its interest in this contract.

11.2         The Company may delegate or sub-contract its duties under this contract but shall remain liable to the Customer for the full performance thereof.

• The Customer agrees that it will not either directly or indirectly sell, re-export or transfer products, equipment, software, technical information or any services supplied under this Contract to the following countries: Iran, Sudan (including Southern Sudan), Cuba, North Korea, Myanmar and Syria including any entities or persons located in those countries, or who are owned or controlled by the governments of those countries. The Company reserve the right to change any of these countries in the future.

13.1         Neither the party shall, directly or indirectly, make a bribe or other illegal gift or payment or offer, promise or authorize a bribe or other illegal gift or payment to any public or private person or entity, in connection with this Agreement. The parties represent and warrants that they have not taken, or permitted any of its Affiliates, agents, sub-contractors, suppliers or employees to take, any action which would constitute a breach of this provision, and covenants to comply with (and require its Affiliates, agents and employees to comply with) this provision. This provision shall survive the termination of this Agreement.

• Compliance with Law. The products and/or services being provided require the collection of Personal Information (information and data exchanged in connection with this Agreement related to any identified or identifiable natural person or, in case of a conflict with applicable law, which is subject to any applicable data privacy laws). The parties will comply with applicable data privacy laws governing Personal Information processed in connection with this Agreement. The parties take all reasonable commercial and legal steps to protect Personal Information
• Rights and Obligations. If the Customer provides the Company with Personal Information, the Customer will ensure that it has the legal right to do so. The Customer will notify the individuals whose Personal Information it has provided to the Company prior to providing it to the Company.
• The Company may share Personal Information with the Company’s service providers in accordance with applicable data privacy laws and with appropriate protections.
• The Company may store Personal Information on servers located and accessible globally by Chubb entities and their service providers with appropriate protections in place.
• If the Company processes Personal Information under this Agreement, the Company will retain the Personal Information for the term of this Agreement and thereafter as required under this Agreement, to protect the Company’s legal rights, or as required or permitted by law or audit requirements. If processes Personal Information for purposes separate and apart from this Agreement, the Company serves as a controller and assumes legal obligations as a controller, including for defining the appropriate retention period.
• If the Personal Information is involved in a Data Breach Incident (set of circumstances that involve actual or a reasonable possibility of unauthorized access to or possession of, or the loss or destruction of, Personal Information), the party on whose system the data was stored is responsible for any notifications and associated costs. Unless prohibited by law or a regulator with jurisdiction over a party, the notifying party shall make reasonable efforts to coordinate with the other party to allow input into the notification before it is made.
• While performing under this Agreement, if a party learns of any: (i) complaint or allegation indicating a violation of the applicable data privacy laws regarding Personal Information; (ii) request from one or more individuals seeking to access, correct, or delete Personal Information; or (iii) inquiry or complaint from one or more individuals in relation to the processing of Personal Information, the party will exercise reasonable efforts to promptly notify the other party in writing, except to the extent prohibited by law, law enforcement, or a regulator with jurisdiction over such party. The parties shall provide reasonable commercial assistance to each other in investigating the matter, identifying the relevant information, preparing a response, implementing a remedy, and/or cooperating in the conduct of and defending against any claim, court or regulatory proceedings.

After taking all reasonable steps to mitigate, the Company shall give the Customer reasonable notice should it suffer during the course of this agreement any adverse impact on this agreement, including increases in costs and expenses, as a result of an Event i) related to the UK leaving the European Union, ii) related to an epidemic or pandemic, or iii) beyond the Company’s reasonable control. An “Event” shall include, but not be limited to:

(a)   changes in law;

(b)   government action, public authority action;

(c)   national emergency;

(d)   changes in health and safety requirements,

(e)   changes in environmental requirements;

(f)    imposition of sanctions or embargo, breaking off of diplomatic relations;

(g)   increases in tariffs or other duties, taxes or levies imposed on exports or imports, fluctuating exchange rates;

(h)   changes or new requirements for licenses or consents;

(i)    delays in export or import of products or services due to controls, processes or restrictions;

(j)    terrorist attack, war; or,

(k)   any other change to the business or economic environment in which we operate that may be unforeseen at the date of this agreement.

Notwithstanding any other term or condition of this agreement, following reasonable prior written notice to the Customer setting out the change(s) to the agreement and the effective date(s), the Company shall be entitled as a result of an Event, on a fair and reasonable basis, to (i) change any of this agreement’s charges, prices, and/or rates so that the Company is financially no worse off than if the Event had not occurred, and/or (ii) vary any of the goods, products and/or services provided under this agreement.

In addition, it is further agreed that the Company shall have no liability for any delays to programme or delivery or any penalties, costs or damages that are associated with any programme or delivery if such delay is caused by an Event.

These conditions and the contract of which they form a part shall be governed by and construed in accordance with English law and the Customer irrevocably submits to the jurisdiction of the English Courts.