1.    Interpretation

1.1     In these standard conditions and any special terms and conditions agreed in writing by the parties (altogether, the “Conditions”), “Seller” means Knights Security Group Limited (Company number 11148897) and “Buyer” means any person, entity or association (collectively “person”) receiving a quotation from or placing an order for goods supplied or agreed to be supplied by Seller to Buyer (“Goods”) under any contract for the purchase and sale of such Goods (a “Contract”) between them.

1.2        “Intellectual Property” means copyrights, patents, trademarks, trade names, design rights and any other intellectual property rights relating to the Goods.

1.3     These Conditions shall apply to all contracts for the sale of the Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document unless agreed in writing by the Seller.

1.4     No person other than a party to a Contract shall be entitled to enforce any term of it (save for a person to whom any rights and/or obligations contained in the Contract are assigned or novated by written agreement to the extent of any such rights).

2.    Formation of Contract and Basis of Sale

2.1     Seller shall sell and Buyer shall purchase Goods in accordance with these Conditions and all Contracts are entered into only on the basis of these Conditions, which shall govern all such Contracts to the exclusion of any other terms and conditions. These Conditions, together with any documents referred to in the Conditions or elsewhere in the Contract, shall constitute the entire agreement between Buyer and Seller and supersede any previous agreement or arrangement between them relating to the subject matter thereof. This Contract may not be amended or varied except in writing duly executed by the parties.

2.2     Subject to these Conditions all orders by the Buyer for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions. In the event that any order by the Buyer is construed to be an acceptance by the Seller of an offer by the Buyer, the Company expressly limits such acceptance to the explicit terms of such order that do not vary with the terms of these Conditions and rejects any additional or varied terms set forth in the Buyer’s offer. The Seller shall be bound to ship the Goods only after acceptance of an order by the Seller (such accepted order, an “Order”). The Seller hereby objects to any attempt by the Buyer to add to or vary any term of any Order agreed to by the Company and expressly rejects all such modifications unless agreed to in writing by the Seller.

2.3     A Contract shall be formed when acceptance of Buyer’s order is confirmed in writing by Seller on these Conditions.

2.4     Orders may be accepted in whole or in part, unless previously agreed in writing to the contrary. Shipment of less than an entire order shall be deemed acceptance of only the portion shipped. Written or oral acknowledgement of an order does not constitute acceptance of the unshipped portion of the order.

2.5     No order accepted by Seller may be cancelled or varied by Buyer except with Seller’s agreement in writing on terms including (without limitation) indemnification of Seller against any cost, loss or damage suffered or incurred as a result of such cancellation or variation.

3.    Specifications

3.1     Seller may make any changes in the specification of Goods as required to conform with any applicable safety or other statutory or EC requirements and/or which do not materially affect their quality or performance.

3.2     All brochures, catalogues, price lists, samples, particulars of dimensions and other advertising or descriptive material submitted to the Buyer are intended to be approximate only and to give a general impression of the Goods. Unless expressly incorporated the same shall not form part of this Agreement. The Seller reserves the right to make minor alterations to the design specification or construction of the Goods without prior notification to the Buyer.

3.3     Buyer shall indemnify and hold harmless Seller at all times from and against any and all actions, claims, losses (including, without limitation, economic loss, loss of profit, revenue or goodwill) damages, costs (including legal costs) and expenses incurred by, or awarded against, Seller in connection with, or paid or agreed to be paid by Seller in settlement of, any claim for alleged infringement of any rights of any third party as a result of the carrying out by Seller, its servant, subcontractor or agent of any work required to be done to Goods in accordance with the requirements or specifications of Buyer.

3.4      NO REPRESENTATION, WARRANTY OR INSURANCE COVERAGE BY THE COMPANY SET FORTH IN THIS AGREEMENT SHALL APPLY TO GOODS THAT THE COMPANY DETERMINES, IN ITS SOLE DISCRETION, HAVE BEEN ALTERED, MAINTAINED OR USED IN A MANNER CONTRARY TO THE COMPANY’S RECOMMENDED PRACTICES (INCLUDING, WITHOUT LIMITATION, THE USE OF THE GOODS AS SUPPLIED AND PACKAGED) OR OTHERWISE HAVE BEEN SUBJECTED TO ALTERATION, MISUSE, ABUSE, NEGLECT OR DAMAGE. ACCORDINGLY, BUYER IS ADVISED TO CHECK THAT IT IS COVERED BY INSURANCE AGAINST ANY LOSS OR DAMAGE IT MAY SUSTAIN. THE COMPANY DOES NOT PROVIDE ANY RESERVE FOR POTENTIAL LIABILITY. 

4.    Price

4.1     ALL PRICES AND TERMS ARE SUBJECT TO CHANGE WITHOUT NOTICE. Subject thereto, except as agreed in writing, the price of Goods shall be the price listed in Seller’s published price list current at the date of delivery.

4.2     Unless otherwise agreed in writing, all prices are based on delivery as hereinafter provided, exclusive of Value Added Tax and all other applicable taxes and duties, and except as agreed in writing all costs of delivery. All such taxes, duties and costs shall be payable by Buyer.

4.3     Buyer shall be exclusively responsible for any licence or consent of any governmental or other authority required for the acquisition, carriage or use of the Goods by Buyer or its customers, which license or consent Buyer shall obtain at its own expense and evidence of which Seller may require on demand. Failure to procure such license or consent shall not entitle Buyer to withhold or delay payment of the price and Buyer shall indemnify Seller at all times against any cost, loss or damage suffered or incurred by Seller as a result of such failure.

5.    Payment

5.1     Buyer shall make payment of any amount invoiced by Seller, in full without set-off or counterclaim in respect of any Goods delivered, within the time specified on the invoice. The time of payment of the invoiced amount shall be of the essence of a Contract.

5.2     Seller may revoke any credit extended to Buyer and require full or partial payment, or security acceptable to Seller for payment, of the price and/or other charges associated with delivery or storage of Goods at any time prior to delivery thereof if Seller determines that Buyer’s creditworthiness has become unsatisfactory to Seller.

5.3     If Buyer fails to pay when due any sum owing to Seller under this or any Contract or to make any such arrangement as Seller may require pursuant to Clause 5.3, then, without prejudice to any other right or remedy available to Seller, Seller may: (1) treat the Contract as repudiated by Buyer and withhold any further deliveries to Buyer under it or under any other contract between them and to claim damages from Buyer; or affirm the Contract and to claim damages from Buyer; and (2) appropriate any payment made by Buyer to such of the Goods supplied under that Contract and any other contract as Seller may think fit (notwithstanding any purported appropriation by Buyer); and (3) charge Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 4 per cent per annum above National Westminster Bank Plc’s base lending rate from time to time, until payment in full is made.

6.    Delivery

6.1     Unless otherwise agreed in writing, delivery shall be effected at Seller's election either EXW, FOB or FCA Seller’s premises, at which point risk of loss shall pass to Buyer, or otherwise as Seller may agree in writing. If Seller pays the delivery cost Seller may select the method of transportation. All delivery designations are INCOTERMS 2000.

6.2     Despatch dates quoted by Seller are approximate and Seller shall not be liable for any failure to meet such dates for whatever reason. Time shall not be of the essence in relation to delivery dates. Any delay in the delivery or manufacture of the Goods shall not give rise to any liability to the Seller whether or not any time or date is given in this respect.

6.3     Buyer shall: (1) immediately notify Seller in writing if the Goods have not been received within 7 days of the date of delivery; (2) notify Seller and the carrier within 3 days of receipt of the Goods if there is any damage, shortage or breakage; and (3) endorse the carrier’s waybill “unexamined”.

6.4     Subject to Clause 6.3 , if Seller is satisfied that Goods have been short delivered, Seller shall at its option: (a) make up any short delivery by despatching to Buyer such Goods as Seller is satisfied were not delivered; or (b) allow Buyer credit in respect thereof. Seller’s liability in such circumstances shall be limited to making up the delivery or allowing credit as described above.

6.5     If Buyer fails to take delivery of Goods or fails to give Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of Seller’s fault) then, without prejudice to any other right or remedy available to Seller, Seller may: (a) store the Goods until actual delivery, and charge Buyer for the reasonable costs (including handling and insurance) of storage; or (b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to Buyer for the excess over the price under the Contract or charge Buyer for any shortfall below the price under the Contract; or (c) terminate by written notice the Contract with immediate effect.

6.6     Notwithstanding delivery and the passing of risk in any Goods, the property in them shall not pass to Buyer and shall remain in Seller until Buyer shall have paid to Seller the price in full along with any other sums due under any Contract. Until such payment Buyer shall keep the Goods free and clear of any pledge or charge, and carefully store the Goods in such a way as to enable them to be identified as the property of Seller and keep them insured at Buyer’s own expense, provided that Buyer shall be entitled to resell or use the Goods in the ordinary course of its business. Seller shall be entitled at any time to require Buyer to deliver up to Seller the Goods to which Seller has retained title as aforesaid and if Buyer should fail forthwith to do so (and the Goods are in existence and have not been resold) enter upon any premises of Buyer or any third party where Goods are stored and repossess them.

7.       Warranties and Liability

7.1     SUBJECT TO THE LIMITATIONS ON ITS LIABILITY SET OUT BELOW IN THIS CLAUSE AND ELSEWHERE IN THESE CONDITIONS, SELLER WARRANTS THAT THE GOODS WILL CORRESPOND WITH SELLER’S SPECIFICATION AT THE TIME OF DELIVERY. SAVE AS AFORESAID, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW OR OTHERWISE IN RELATION TO THE GOODS (APART FROM TERMS IMPLIED AS TO TITLE UNDER THE SALE OF GOODS ACT 1979) ARE HEREBY EXCLUDED.

7.2     Seller shall be under no liability in respect of any defect in the Goods arising from or attributable to any drawing, design or specification supplied by Buyer, fair wear and tear, neglect, failure to follow Seller’s instructions, misuse or improper alteration or repair of the Goods, or Buyer’s failure to notify any claim in respect of any of the Goods which is based on a breach of the warranty in Clause 7.1 within 7 days after the discovery of the breach. The warranty in Clause 7.1 does not extend to parts, materials or equipment not manufactured by Seller.

7.3     Buyer agrees that it will not use the Goods or sell or supply or offer to sell or supply the Goods for use in such a condition that the use of the Goods in that condition would be unlawful wherever or howsoever and the Buyer undertakes to take such steps as are necessary to ensure that there will be available in connection with the use of the Goods adequate information and about the use for which the Goods are designed about any conditions necessary to ensure that when put to that use the Goods will be safe and without risk to health.

7.4     Buyer undertakes to comply with all national and local laws and regulations governing the use and storage of the Goods and to ensure that any operator of the Goods or employee, agent or representative of Buyer will do so. In the case of the United Kingdom, the Buyer shall use or store the Goods in accordance with the requirements of the Health & Safety at Work etc. Act 1974 and any other relevant statute and regulations made thereunder.

7.5     The Buyer undertakes to insure himself and the operators of the Goods or to ensure that such insurance is obtained by the operators against all liability to third persons for death or personal injury and damage to or loss of property arising directly or indirectly out of the use possession or operation of the Goods for such amount as may be prudent in all the circumstances and in any event for at least the sum of one million pounds (£1,000,000) and to maintain such insurance whenever the Goods are in use.

7.6     The Buyer hereby indemnifies the Seller against all loss action claims costs demands and proceedings (whether civil or insofar as the same is lawful criminal), legal expenses (on a full indemnity basis), insurance premiums, and all liabilities, judgments, damages, or other sanctions whenever arising, directly or indirectly, from the Buyer’s failure or alleged failure to carry out its duties under this Agreement or by reason of any loss injury or damage suffered by any person from the presence of the Goods or the delivery, possession, operation, removal, or return of the Goods or the sale or disposal by the Buyer of the Goods or any defect in the Goods or the design, manufacture, testing, maintenance, or overhaul of the Goods.

7.7     Where any valid claim in respect of Goods which is based on a breach of the warranty in Clause 7.1 is notified to Seller within the warranty period set out in Clause 7.1, Seller shall be entitled to repair, replace or modify the Goods (or the part in question) free of charge or, at Seller’s sole discretion, refund to Buyer the price of the affected Goods (or a proportionate part of the price), but Seller shall have no further liability to Buyer.

7.8     Nothing in these Conditions shall exclude or limit Seller’s liability for fraud or for death or personal injury caused by its negligence or any other liability to the extent that the same may not be excluded or limited as a matter of law (but except as so provided Seller does not accept, and hereby excludes, any liability for negligence).

7.9     Without prejudice to Clause 7.8, and notwithstanding the unenforceability or invalidity of any other provision in these Conditions, Seller’s maximum aggregate liability arising out of or in connection with Goods and/or a Contract or any collateral contract, whether arising in contract, tort (including negligence) or otherwise, shall in no circumstances exceed two times the contract price of the Goods in respect of any single event or series of connected events.

7.10   The restriction of liability in Condition 7.9 shall not apply to any liability accepted by the Seller in Condition 7.8 or where the Buyer deals as a consumer.

7.11    Third Party Rights

If any claim is made against Buyer that the Goods infringe, or that their use or resale infringes, the rights of any third party, Seller shall indemnify Buyer against all losses, damages, costs and expenses awarded against, or incurred by, Buyer in connection with the claim or paid, or agreed to be paid, by Buyer in settlement of the claim provided that: (1) Seller shall be given full control of any proceedings or negotiations in connection with any such claim; (2) Buyer shall give Seller all reasonable assistance for the purposes of any such proceedings or negotiations; (3) except pursuant to a final award, Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of Seller (which shall not be unreasonably withheld); (4) Buyer shall do nothing which would or might vitiate any insurance policy or cover which Buyer might have in relation to such infringement and shall use its best endeavours to recover any sums due thereunder; (5) this indemnity shall not apply to the extent that Buyer recovers any sums under any such policy or cover; (6) Seller shall be entitled to the benefit of, and Buyer shall accordingly account to Seller for, all damages and costs (if any) awarded in favour of Buyer which are payable by, or agreed with the consent of Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and (7) without prejudice to any duty of Buyer at common law, Seller shall be entitled to require Buyer to take such steps as Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which Seller is liable to indemnify Buyer under this clause.

8.    Force Majeure

Notwithstanding anything to the contrary in these Conditions, Seller shall not be liable to Buyer for any loss or damage which may be suffered by Buyer as a direct or indirect result of the supply of Goods by Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond Seller’s reasonable control including (but not limited to) Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of Goods or of raw materials therefor by Seller’s normal source of supply or the manufacture of Goods by Seller’s normal means or the delivery of Goods by Seller’s normal route or means of delivery.

10.     Intellectual Property

The Buyer acknowledges and agrees that the Seller is the owner of the Intellectual Property and nothing contained in this Agreement transfers such ownership to the Buyer. The Buyer agrees not to cause or permit anything which may damage or endanger the Intellectual Property of the Seller in the Goods or the Seller’s title to it or assist or allow others to do so and the Buyer shall notify the Seller of any suspected infringement of the Intellectual Property of the Seller.

11.     Confidentiality

No information received from Buyer shall be deemed confidential or proprietary to Buyer, and Seller shall have no duty with respect thereto.

12.     Insolvency of Buyer

In the event of Buyer’s insolvency, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to treat any Contract as repudiated and/or withhold any further deliveries of Goods without any liability to Buyer and, if any Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. For purposes hereof, “insolvency” means with respect to any person: (a) any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or passes a resolution for its voluntary winding up or has a petition for its compulsory winding up presented against it; (b) if an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of such person; or (c) such person ceases, or threatens to cease, to carry on business.

13.     General

13.1   Failure by Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

13.2   If any provision or part of a provision of these Conditions is or shall be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions, all of which shall remain in full force and effect.

13.3   Buyer may not assign all or any of its rights or obligations under any Contract without the prior written consent of Seller.

13.4   Pursuant to Section 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999, the parties intend that no term contained in this Agreement may be enforced by a third party.

13.5   This Agreement constitutes the complete and exclusive agreement between the parties with respect to its subject matter, and supercedes all prior discussions, understandings and agreements between the parties relating thereto. There are no other agreements, arrangements, communications or understandings, whether written or oral, express or implied between the parties with respect to the subject matter covered herein, except as set forth herein. This Agreement may only be amended, modified or altered by a written instrument signed by both parties.

13.6   Any notice to be given pursuant to these Conditions shall be deemed to have been duly given to a party if delivered by hand or sent by special delivery or facsimile to that party’s registered office or principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice. Notices shall be deemed to have been served on delivery if delivered by hand or 48 hours after despatch if sent by special delivery and notices sent by facsimile shall be deemed to have been served when sent. In proving service by hand delivery or by special delivery it shall be sufficient to prove that the notice was properly addressed and delivered and in proving service by facsimile, it shall be sufficient to provide evidence of a successfully completed transmission report to the relevant facsimile number.

13.7   All Contracts and these Conditions will be construed in accordance with the laws of England and Buyer hereby agrees that the English courts shall have exclusive jurisdiction in relation to any claim brought by Buyer against Seller but that Seller shall be entitled to bring a claim against Buyer in any court of competent jurisdiction.

6th Jan 2021