Terms & Conditions
Terms & Conditions
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Towny Branford Limited (registered in England and Wales under number 04408627) of 511 Skipton Road, Keighley, West Yorkshire, BD20 6HR (the Company) Terms and Conditions of Sale (the Conditions):
- These Conditions apply to all orders and contracts for the supply of any goods (Goods) by the Company to the Company’s customers (the Customer) (the Contract).
- These Conditions apply and will prevail to the exclusion of any terms and conditions that the Customer seeks to impose or incorporate, or which attempt to be implied by trade, custom, practice or course of dealing.
- These Conditions shall also apply to service and repair Contracts in so far as they are applicable to such Contracts.
- The Company reserves the right to alter the specification of any Goods without prior references to the Customer provided that such an alteration does not materially reduce the standard of the previous specification.
- All drawings, dimensions and weights provided by the Company are approximate only and the Company does not warrant them to be correct.
- (i) In the case of damaged Goods or shortage of delivery or non-conformity with order, written notice must be given by the Customer to the Company and where appropriate the carrier concerned within 5 days, followed by a complete claim in writing within 7 days, both from the date of delivery. (ii) Where Goods are accepted from the carrier concerned without being checked, the delivery document must be signed ‘not examined’. Failure to sign such document as ‘not examined’ shall deem the Goods to be accepted as if they had been examined. (iii) In the case of loss of Goods notice in writing must be given to the carrier and to the Company within14 days of the date of consignment. (iv) In default compliance with the forgoing provisions of this clause 6 the Customer shall not be entitled to refuse to take delivery of the Goods or any part of them.
- Where the contract is for delivery in instalments defects in quality in any delivery shall not be a reason for cancellation of the remainder of the contract.
Time for Delivery
- Where a period is named for delivery and is not extended by mutual agreement in writing then the Company reserves the right to require the Customer to take delivery within that period.
- The Company reserves the right to make partial deliveries.
- Although the Company will use it’s best endeavours to deliver Goods at the rate and at the times quoted for delivery, it shall not be liable for any loss or damage arising from its failure to do so.
- The risk of any loss or damage to or deterioration of the Goods shall be borne by the Customer from the time delivery has taken place, such time being that specified in clause 8.
- Deliveries may be wholly or partially suspended and the time of such suspension added to the original Contract period in the event of a stoppage, delay or interruption of work in the establishment of either the Company or the manufacturer or the Customer during the delivery period as a result of strikes, lock outs, trade disputes, breakdown, accident or any case whatsoever beyond the control of the Company the manufacturer or the Customer respectively.
Liability and Indemnity
- The Company shall not be liable to the Customer and the Customer shall indemnify the Company from and against all actions, costs, claims and demands of whatsoever nature made against the Company for any loss and damage including consequential loss or damaged caused:
- By the failure of the Customer or its employees to observe the direction and advice given by the Company in their instruction manuals or otherwise in relation to any Goods supplied.
- By the failure of the Customer to apply settings appropriate to the application, whether these are selected from the standard range or altered by the Customer.
- By the failure of the Customer to explain to the user the limits of protection offered by the installation, whether these are inherent in the single detection pattern supplied or in the user selectable patterns made available.
- By the failure of the Customer to explain to the user any limits to the fail safe nature of the installation, whether these arise from the interface to the machine or from inherent limitations of the Company’s products as indicated in correspondence between the Customer from time to time.
- By failure of parts of the installed system not supplied by the Company.
- The Company shall not be liable to the Customer for any incidental or consequential damages or loss arising from a defect in the Goods.
Risk / Ownership / Retention of Title
- Risk of damage to or loss of Goods shall pass to the Customer upon delivery or deemed delivery under Clause 8.
- Ownership of Goods will not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: • The Goods; and
- All other sums which are or became due to the Company from the Customer on any account.
- Until ownership of the Goods has passed to the Customer, then the Customer must:
- Hold the Goods on a fiduciary basis as the Company’s bailee
- Store the Goods (at no cost to the Company) separately from all other goods of the Customer or third party in such a way that they remain readily identifiable as the company’s property
- Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods
- Maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request, the Customer shall produce the policy of insurance to the Company
- Hold the proceeds of the insured referred to in the above Clause on trust for the Company and not mix them with any other monies, nor pay the proceeds into an overdrawn bank account.
- The Customer shall only resell the Goods before ownership has passed to it on the following conditions:
- Any sale shall be effected in the ordinary course of the Customer’s business at full market value and the Customer shall account to the Company on demand; and
- Any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making a sale.
- The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
- The Customer grants the Company, its agents and employees an irrevocable licence and any time to enter any premises where the goods may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
- In the event of the sale of the business to a third party no sale or transfer of the stock can be made without the Company’s written agreement. This clause is only applicable when the Customer owes an outstanding balance of monies to the Company.
- All prices are subject to alteration by the Company, without notice and the contract price will be that ruling at the time of delivery.
- All prices are exclusive of VAT.
- The Company may invoice the Customer for the Goods at any time after delivery.
- Time for payment shall be of the essence.
- The Customer shall make payment of the price for the Goods by the last day of the month following invoice date unless otherwise agreed in writing by the Company.
- No payment shall be deemed to be received until the Company has received cleared funds.
- All payments payable to the Company under the contract shall become due immediately upon termination of the Contract despite any other provision.
- The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
- The Company may at any time without limiting any other rights or remedies it may have, set-off any amount owing to it by the Customer against any amount payable by the Customer to the Company.
- The Company may appropriate any payment made by the Customer to such of the Goods as the Company thinks fit despite any purported appropriation by the Customer.
- If the Customer fails to make any payment under the contract on the due date then (without prejudice to its other rights and remedies) the Company may:
- Charge the Customer interest (both before and after judgement) on the amount unpaid at the annual rate of 5% above the Bank of England’s base rate from time to time until payment is made in full; and / or
- Suspend delivery of any Goods or reallocate Goods to orders received from other customers (whether, in either case, such Goods relate to the order for which payment is overdue or other orders).
- Any applicable and agreed settlement discount may be deducted off the value of any invoice issued by the Company to the Customer for (the Invoice) (except where the Invoice is marked ‘Net’) only when payment is made on or before the due date. No settlement discount will be deducted after the due date.
- The Company shall have a general lien on all Goods and Property of the Customer in the possession of the Company in respect of all sums due from the Customer to the Company but unpaid and the Company shall be entitled on giving 14 days notice in writing to the Customer to dispose of such Goods or Property and to apply the proceeds thereof towards reduction of such debt.
- The Company shall not be liable to the Customer of any pure economic loss, loss of profit, loss of business in each case whether directly, indirectly or any consequential compensation whatsoever which arise out of or in connection with the Contract.
Parts Exchange Special Conditions of Sale
- Prices quoted for parts exchanged for faulty parts apply only where the faulty part is returned in repairable condition.
- Where, at the request of the Customer, replacement Goods are despatched by the Company to any destination prior to the receipt of the faulty Goods the replacement Goods will remain the property of the Company until the faulty Goods have been returned to the Company and the Company reserves the right to charge the Customer for the full price of the replacement Goods in the event that the faulty Goods are not returned to the Company within 30 days of the despatch of the replacement Goods.
- No right or licence is granted to the Customer in respect of any of the intellectual property rights of whatever nature for the Company, except the right to use, or resell the goods in the Customer’s ordinary course of business.
- The Customer will not without the Company’s prior consent allow any trademarks of the Company or other words or marks applied to the Goods to be obliterated, obscured or omitted nor add any additional marks or words.
- The contract will terminate immediately upon the happening of any one or more of the following events; the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes benefits of any Insolvency Act for the time being in force for the relief of insolvent debtors, or (being a body or corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory), except a solvent liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
- The Contract will terminate immediately when the Customer:
- Is in breach of any of the terms of the Contract, and where the breach is capable of remedy, the Customer fails to remedy such a breach within 14 days of a written notice from the Company, specifying the breach and requiring it to be remedied; or
- Is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
- or ceases to trade; or
- Fails to make payment to the Company in relation to the Contract or any other Contract between the Company and the Customer, within fourteen (14) days from the due date.
- The Company’s rights contained in Clause 18 (but not the Customer’s rights) shall continue beyond the discharge of the Customer’s and the Company’s primary obligations under the Contract consequent upon its termination.
- The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Customer or the Company accrued prior to termination.
- In the event of an occurrence under this termination clause the Customer shall indemnify the Company against all loss, including profit, costs and other expenses and damages connected with the Contract and it’s termination, together with all legal, administration, costs and expenses.
- The Customer warrants that Goods supplied to the Company shall be free from defects in design, material, workmanship and title and shall be of the best quality and fit for their purpose.
- The Company reserves the right to defer the date of performance, delivery or payment or to terminate the Contract or any part of it or to reduce the extent of the services provided under the Contract if the Company is prevented from or delayed in carrying out the Contract due to events, omissions or accidents beyond the Company’s control including (without limitation) strikes, lock-outs, industrial disputes, any act of God, malicious damage accident, breakdown of plant and machinery, fire, flood or default of suppliers or sub-contractors.
- Any notice 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 address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- Time for performance of all obligations of the Customer is of the essence.
- Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the contract or not.
- Any provision of the Contract which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, void-ability, un-enforceability or unreasonableness be deemed severable and other provisions of the Contract and the remainder of such provisions shall not be affected.
- Failure by the Company to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
- The Company may assign, licence or sub-contract all or any part of its rights or obligations under the Contract without the Customer’s consent. The Customer may not assign the Contract without the written consent of the Company.
- The Contract is personal to the Customer who may not assign, licence or sub-contract all or any of its rights or obligations under the Contract without the Company’s written consent.
- The formation, construction, performance, validity and all aspects of the Contract are governed by English Law and the parties submit to the exclusive jurisdiction of the English courts.
+44 (0) 7768 517 012
+44 (0) 1535 602 946
Specialist Installers of Radar, Camera, Lighting and Safety Systems
511 Skipton Road, Keighley, West Yorkshire, BD20 6HR
Towny Branford Limited. Registered in England and Wales No.04408627