Conditions for the sale of goods and the supply of services.

The buyer’s attention is specifically drawn to the limitations on liability contained in clauses 6 and 7.

1. INTERPRETATION

1.1 The following definitions apply to these terms and conditions.

Buyer: the person, firm or company who purchases the Goods or the Services from the Company.

Company: Spillard Safety Systems Limited of Company number 02972484 whose registered office is situate at Solutions Hosue, Station Road, Four Ashes, Wolverhampton, WV10 7DB.

Contract: any contract between the Company and the Buyer for the sale and purchase of Goods and/or supply of Services.

Good(s): any goods agreed in the Contract to be sold and or supplied to the Buyer by the Company (including any part or parts of them).

Service(s): means any services agreed in the Contract to be provided to the Buyer by the Company (including any part of them).

2. APPLICATION OF TERMS

2.1 The Company and the Buyer agree that any Contract shall be on these terms and conditions to the exclusion of all other standard 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) save where the Company has expressly agreed in writing signed by its Director that these terms and conditions do not apply.

3. DELIVERY& PERFORMANCE

3.1 Any dates specified by the Company for delivery of the Goods and/or performance of the Services shall only be estimates and shall not form a contractual obligation, term or warranty, unless expressly stated to be so.

4. RISK/TITLE

4.1 The Goods are at the risk of the Buyer from the time of delivery.

4.2 Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain with the Company until the Company has received payment of the full price of all Goods and/or Services the subject of any Contract to which these conditions apply; and

4.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

• 4.3.1 hold the Goods on a fiduciary basis as the Company’s bailee; and
• 4.3.2 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; and
• 4.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
• 4.3.4 maintain the Goods in satisfactory condition; and
• 4.3.5 not affix or annex the Goods to the Buyer’s (or any third party’s) premises nor allow the same without the written consent of the Company.

4.4 The Buyer’s right to possession of the Goods shall terminate immediately if:

• 4.4.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
• 4.4.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
• 4.4.3 the Buyer attempts to encumber or in any way charge any of the Goods, or
• 4.4.4 payment in respect of the Goods is overdue.

4.5 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.

5. PAYMENT

5.1 Payment of the price of the Goods and/or Service is due 30 days from the last day of the month in which the Company issues its invoice.

5.2 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.

6. WARRANTIES

6.1 With respect to Goods the Company warrants that (subject to the other provisions of these conditions) upon delivery, the Goods shall:

• 6.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
• 6.1.2 be reasonably fit for purpose.

6.2 With respect to Services the Company warrants (subject to the other provisions of these conditions) that it shall carry out the Services with reasonable care and skill (within the meaning of the Supply of Goods and Services Act 1982).

6.3 The Company shall not be liable for a breach of any warranty unless:

• 6.3.1 the Buyer gives written notice of the defective Good or Service to the Company within 90 days of the time when the Buyer discovers or ought to have discovered the defect; and
• 6.3.2 where reasonably practicable the Company is given a reasonable opportunity after receiving the notice of examining such Goods.

6.4 If any of the Goods do not conform with any warranties in condition 6.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate.

6.5 If any of the Services do not conform with any of the warranties in condition 6.2 the Company shall at its option re-perform the Service or the defective part of the Service or refund of the price paid for the defective Services or in the event that part of the Services have been performed defectively the refund of such part of the price paid in proportion to the part of the Service it is claimed has been defectively performed.

6.6 If the Company complies with condition 6.4 or 6.5 it shall have no further liability for a breach of any of the warranties in condition 6.1 or 6.2 in respect of such Goods or Services.

7. LIMITATION OF LIABILITY

7.1 Subject to clause 6 and clause 7.5 the following provisions set out the entire 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:

• any breach of contract; and
• any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
• any use made by the Buyer of the Services or any part of them; and
• any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

7.2 the Buyer’s sole remedy as against the Company shall be limited at the Company’s election to:

• 7.2.1 the replacement of the defective Goods or such parts of the Goods as are defective ; or
• 7.2.2 the repair of the defective Goods or to repair such parts as are defective ; or
• 7.2.3 the refund of the price of the defective Goods or such part of the defective Goods at the pro-rata Contract rate;
• 7.2.4 the re-performance of the defective Services or such part of the Services that were performed defectively; or
• 7.2.5 the refund of the price paid for the defective Services or in the event that part of the Services have been performed defectively the refund of such part of the price paid in proportion to the part of the Service it is claimed has been defectively performed.

7.3 The Company shall not be liable for:

• 7.3.1 loss of profits; or
• 7.3.2 loss of business; or
• 7.3.3 depletion of goodwill and or similar losses; or
• 7.3.4 loss of anticipated savings; or
• 7.3.5 loss of contract; or
• 7.3.6 losses occasioned by the suspension of operations of machinery, plant or sites
• 7.3.7 any pure economic loss

7.4 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 any individual Contract shall be limited to £200,000.

7.5 Nothing in these conditions excludes or limits the liability of the Company:

• 7.5.1 for death or personal injury caused by the Company’s negligence; or
• 7.5.2 under section 2(3), Consumer Protection Act 1987; or
• 7.5.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
• 7.5.4 for fraud or fraudulent misrepresentation; or
• 7.5.5 for any liability incurred by the Buyer as a result of any breach by the Company of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.

7.6 Where the Company is dealing with a consumer the statutory rights of the consumer shall not be adversely affected by any of these conditions.

8. ANTI BRIBERY AND ANTI CORRUPTION

8.1 The Buyer shall:

• 8.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements)
• 8.1.2 comply with the Company’s Anti-bribery and Anti-corruption Policy (a copy of which are available on request) in each case as the Company may update them from time to time (Relevant Policy)
• 8.1.3 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policy, and will enforce them where appropriate:
• 8.1.4 promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Buyer in connection with the performance of this agreement.
• 8.1.5 immediately notify the Company (in writing) if a foreign public official becomes an officer or employee of the Buyer or acquires a direct or indirect interest in the Buyer (and the Buyer warrants that it has, at the time of entering into a Contract with the Company, no foreign public officials as officers);

8.2 The Buyer shall ensure that any person associated with the Buyer who is performing services or providing goods under any Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Buyer in this clause 8 (Relevant Terms). The Buyer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Company for any breach by such persons of any of the Relevant Terms.

8.3 For the purpose of this clause 8, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 8 a person associated with the Buyer includes but is not limited to any sub contractor of the Buyer.

9. SEVERANCE

9.1 If any provision (or part of a provision) of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

9.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

10. JURISDICTION

10.1 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.

11 DATA PROTECTION

11.1 The Buyer permits the Company to process its personal data (as defined by the Data Protection Act 1998) including the disclosure of such personal data to third parties for the purposes of financing its debts. A full copy of the Company’s Privacy Policy can be found on the Company website.

11,2 The Buyer acknowledges and agrees that notwithstanding any purchase of Goods and/or Services from the Company that the data and CCTV images created by any Spillard Live enabled cameras shall belong absolutely to the holder of the Spillard Live licence. The Buyer of the Spillard Live Camera hardware shall not be entitled to any such data or images:

• 11.2.1 unless the holder of the licence agrees in writing; and
• 11.2.2 unless the Company can provide the data and/or images in accordance with its Privacy Policy in force from time to time.