1. General Terms and Conditions

1.1 The Supplier shall supply, and the Client shall purchase the Goods and Services in accordance with the quotation and sales order confirmation which shall be subject to these Terms and Conditions; and

1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the client

2. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“The Supplier or Company” means Flag Security Group Ltd, 38 Borough Rd, Darlington, DL1 1SW, C/N: 12518084.

“Business Day” means any day other than a Saturday, Sunday or bank holiday.

“Commencement Date “means the commencement date for the Contract as set out in the specified schedule.

“Contract” means the contract or accepted quotation for the sale of the Goods and supply of the Services under these Terms and Conditions

“Contract Price” means the price stated in the Contract/Quote payable for the Goods/services.

“Client” means the person who accepts a quotation for the sale of the Goods and supply of Services.

“Sub-Contractor” means the person or company charged with working on the behalf of the Company.

“Delivery Date” means the start of the contract or start date of work/services.

“End of Month” means a last day of calendar month.

“GBP” means Great British Pounds.

“writing” means letter, email, text message (verbal communication is not excepted). 

2.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.1.4 Schedule is a schedule to these Terms and Conditions; and

2.1.5 Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

2.1.6 “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.3 Words imparting the singular number shall include the plural and vice versa.

2.4 References to any gender shall include the other gender.

3. Basis of Sale and Service

3.1 The Supplier’s employees or agents are not authorised to make any deals, give pricing concerning the Goods or Services unless confirmed by the Supplier in writing as made in a formal quotation. In entering into the Contract, the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and the Supplier.

3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration with a notice period of 30 days.

3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

4. The Goods

4.1 No order submitted by the Client shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the client’s authorised representative. Orders or direction over mobile communications are only in principle until ordered and confirmed by writing.

4.2 No order submitted by the supplier to client or sub-contractor shall be deemed confirmation of goods or services unless in writing. At any time if a second quotation/contact is to be amended all previous orders of goods, services or orders given will be void until further confirmation to proceed is given in writing relevant to the quotation/order.

4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.

4.4 The Supplier reserves the right to make any changes in the specification of the Goods/Services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods/Services are to be supplied to the Client’s specification, which do not materially affect their quality or performance.

4.5 No order which has been accepted by the Supplier may be cancelled by the Client or except with the agreement in writing of the Supplier on the terms that the Client, sub-contractor shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.

5. The Services

5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the quotation or specified schedule.

5.2 The Supplier will use reasonable care and skill to perform the Services identified in the quotation or specified schedule.

5.3 The Supplier shall use its reasonable endeavours to complete its obligations under the Contract/Quote but time will not be of the essence in the performance of such obligations.

6. Price

6.1 The price of the Goods and Services shall be the price listed in the Supplier’s quotation current at the date of acceptance of the Clients order or such other price as may be agreed in writing by the Supplier and the Customer or Reseller.

6.2 Where the Supplier has quoted a price for the Goods this will be valid for 30 (Thirty) days only or such lesser time as the Supplier may specify.

6.3 The Supplier reserves the right, by giving written notice to the Client/Sub-Contractors at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer or Reseller, or any delay caused by any instructions of the Customer or Reseller or failure of the Customer or Reseller to give the Supplier adequate information or instructions.

6.4 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Client shall be additionally liable to pay to the Supplier.

7. Payment

7.1 Subject to any special terms agreed in writing between the Client and the Supplier, the Supplier shall invoice the Customer or Reseller for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of the Services.

7.2 The Client shall pay the suppliers invoice for good/services within 30 (Thirty) Days of the date of the Supplier’s invoice.

7.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

7.4 Failure to pay the suppliers invoice could result in the termination of service/labour. Reference goods: it is noted that until invoices are paid all goods remain the property of Flag Security Group Ltd and can be removed from the client’s property/site.

8. Delivery and Performance

8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place specified in the quotation or specified schedule or, if no place of delivery is so specified, by the Client collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer or Reseller that the Goods are ready for collection.

9. Cancellations, Suspension, Termination by supplier or client.

9.1 The Supplier reserves the right to cancel the clients contract/quotation by giving 30 days notice in writing as set out in the General service agreement. If the client has not signed a general service agreement with the supplier, then the client forfeits the right to 30 days notice. The supplier can cancel any agreements verbally or in writing if there if there is a breech of trust, misconduct to the supplier.

9.2 In the event of the client terminating or cancelling the contract the client shall give 30 days notice in writing to the supplier. Failure to do so the client will remain liable for the discharge in full of all charges within the contract.

10. Limited Warranty

10.1 Warranty will be given to the client on all goods by the supplier. The period of the warranty on will range from 28 days to 5 years. Warranty cover on goods will be different on each item. The supplier receives warranty when purchasing the goods for the client from his accredited suppliers* the supplier will pass this warranty onto the client. Defected items will be replaced for new if they fall within the warranty time bracket. Note: Labour on replacement of the goods will still be billable at the suppliers fixed rate at a hourly rate including travel time. The supplier will have the final say if the good(s) are faulty. Warranty does not cover wear and tear, loss, damage, vandalism or misuse.

10.2 If the client uses a different company to maintain or work on goods all warranty will become void. If security seals are broken on goods to ensure integrity of data or the system then warranty will become void.

12. Force Majeure

12.1 The supplier shall not be liable to the client, or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform any of its obligations in relation to the provision of services or work if the delay or failure was due to any cause beyond the reasonable control of the supplier. 

12.2 The supplier and client agree that things can be out or reasonable control the following is a list but not limited to: Explosion, Fire, Flood, Storm, civil unrest, act of terrorism war and sabotage. 

13. Loss & Damages

13.1 The supplier and the client agree that goods and services are supplied in good faith as an aid in crime prevention. The supplier takes no responsibility in losses, damages, theft to the client. The supplier will not be liable for any claims made from the client. The client is reminded to have adequate levels of insurance to cover any loss, damage, theft etc. If the supplier accepts liability when providing goods, services this to be written and signed by both parties in the form of a separate letter attached to the General Service Agreement (ie contract).

14. Sub Contractors

14.1 The Supplier may engage in the use of sub-contractors to supply goods/ services to the client. It is the responsibility to ensure that the subcontractors have been vetted prior to working under the suppliers company.

14.2 All sub-contractors are to ensure that they work within the standards and core functions of the supplier. The sub-contractor is not authorised to make amendments or price changes to contracts of official submitted quotes on behalf of the supplier.

14.3 All sub-contractors who agree to carry out labour, quote, supply goods or services for the supplier agree to work to the suppliers policies & terms of conditions forfeiting there own polices and terms of conditions.

14.4 All subcontractors agreeing to do conduct tasks on behalf of the supplier. Orders and direction will only be communicated and counted on by writing. The supplier has the right to withdraw verbal agreements and change plans, manpower to task without notifying the sub-contractor unless a contract or service agreement is signed. This is to ensure the client receives the best possible outcome. Note: sub para 4.2.

15. Quotations

15.1 The supplier agrees to provide the client free no obligation quotations on the first visit. If the supplier has to revisit the clients site more than once to collect additional information this will be done not at the clients expense. If the supplier decides to charge the client for additional visits this has to be agreed in writing by both parties prior to the visit.

15.2 The supplier may invite sub contractors to conduct site visit/quotations. The sub contractor will do this at his own expense. (time, travel, expense). Sub contractors who assist in the quotations come on there own free will and may not further benefit from the visit. The supplier reserves the right to move forward with different sub contractors if the supplier feels they do not fit the project needs. 

16. TITLES/HEADINGS

16.1 Headings are inserted for the convenience of the Parties only and not considered when interpreting this Agreement.

17. GENDER

17.1 Words are inserted in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

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