Terms & Conditions
3 Elements Fire Protection Terms and Conditions
1. GENERAL SCOPE
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by 3 ElementsFire Protection not withstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.2 3 Elements Fire Protection reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.
2. OFFERS, PURCHASE ORDERS AND ORDER CONFIRMATIONS
2.1 All offers made by 3 Elements Fire Protection are open for acceptance within fourteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2 All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on 3 Elements Fire Protection unless and until confirmed by us in writing.
3. PRICES AND TERMS OF PAYMENT
3.1 The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of VAT.
3.2 Unless expressly stated otherwise in our order confirmation, payment for goods shall be made within 30 days of invoice without offset or deduction.
3.3 3 Elements Fire Protection may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank transfer or otherwise.
3.4 If you fail to pay any invoice within seven calendar days of the due date of payment, 3 Elements Fire Protection may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 10% per month.
3.5 Title to goods delivered shall remain the property of 3 Elements Fire Protection and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within fourteen calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.
4. TERMS OF DELIVERY AND LATE DELIVERY
4.1 Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be within fourteen working days. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term.
4.2 The delivery dates of goods shall be those set forth in our order confirmation. If 3 Elelements Fire Protection fail to deliver goods within seven calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven calendar days of the expiration of the grace period. Further, you may claim damages for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be your exclusive remedies for late delivery.
5. ACCEPTANCE OF GOODS
5.1 You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within 5 working days after delivery of the goods.
6. WARRANTY
6.1 3 Elements Fire Protection warrant that upon delivery and for a minimum period of twelve months from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than 3 Elements Fire Protection.
6.2 With respect to goods which do not conform to the warranty our liability, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen calendar days after you discovered the lack of conformity or ought to have discovered it.
6.3 3 Elements Fire Protection make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
7. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
7.1 If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and you are enjoined from using same, we will, at our option and expense, (i) procure for you the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a resonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.
8. LIMITATION OF LIABILITY
8.1 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from 3 Elements Fire Protection for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
8.2 3 Elements Fire Protection shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.
9. FORCE MAJEURE
9.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.