TERMS AND CONDITIONS OF SALE

1. DEFINITIONS
In these Terms and Conditions of Sale, BrownSec Ltd is referred to as `the Company’ and the person, firm or company placing the order or otherwise dealing with the Company as `the Customer’. The reference to `the Goods’ means any goods or services ordered by the Customer from the Company.

2. HEADINGS
The headings to these Terms and Conditions of Sale are for convenience only and shall have no effect on the interpretation thereof.

3. ADVICE
i) These Terms and Conditions of Sale represent the entire agreement made between the Company and the Customer and exclude any other terms and/or conditions which may be inconsistent therewith.
ii) No variation, substitution, addition or alteration to these terms shall be permitted.
iii) No employee, salesman, agent, or any other representative of the Company has authority (whether actual, presumed or otherwise) to vary, delete or add to these terms and conditions, or to make any representations in relation to the Goods, their delivery and installation, use or suitability, or to give any advice or warranty in respect thereof. Any view, opinion, or advice expressed by any such person in respect of the Goods, their delivery and installation, use or suitability shall not be considered the view opinion advice of the Company.
iv) The Company shall be under no liability whatsoever in respect of any advice it has given or views it has expressed to a Customer whether or not such advice is given or such views expressed at the Customer’s request.
v) The Customer acknowledges that they were not induced to contract as a result of any oral representation of whatever nature made to them by any servant or agent of the company.

4. GENERAL
i) All prices quoted by the Company are based upon these Terms and Conditions of Sale and reflect the limitations upon the Company’s liability which they contain. Any quotation provided is merely an invitation to treat and no order whether based on a quotation or not, shall create a binding contract between the Company and the Customer, until the Company has expressly accepted such order in writing, with provision of a purchase order where applicable.
ii) These Terms and Conditions of Sale shall apply to all quotations given by the Company, and all contracts made between the Company and the Customer and shall supersede and over-ride any previous terms and conditions proposed or stipulated in the order or otherwise by the Customer.

5. ACCEPTANCE
The Customer’s written order can only be validly accepted by the signature of a person duly authorised on behalf of the Company.

6. PRICES
i) All prices quoted by the Company are exclusive of Value Added Tax, and are subject to variation without notice at any time prior to the Customer’s acceptance. Unless otherwise specified, our quotations are valid for 30 days from the date of issuance. After this period, prices may be subject to change.
ii) The Company's quoted prices are contingent upon the precise quantities of the Goods delineated in our quotations. Any alteration or amendment to the order, such as a change in quantity or specifications, may result in a corresponding adjustment of the price initially quoted. In essence, our quoted price is applicable strictly to orders that conform without modification to the original specifications.

7. PAYMENT
i) Unless otherwise agreed by the Company, payment of the full price (including Value Added Tax and any other charges) of the Goods shall be 30 days from date of invoice.
ii) Where the Company delivers part of an order, the Company shall nevertheless be entitled to payment for that part.
iii) In the event of the Customer's failure to make a timely payment to the Company as specified, the Customer shall promptly remit payment for all goods delivered and services rendered, as though such payments were immediately due and payable. Additionally, the Company reserves the right to suspend the provision of further goods or services for the Customer and seek reimbursement from the Customer for the costs associated with any materials acquired in connection with the Customer’s order, as well as any resulting loss of profit. The Company shall bear no obligation to continue the provision of goods or services until such time as the Customer has made an advance payment covering the total or anticipated cost of the order, including the value of any other goods or services previously supplied to the Customer by the Company.
iv) If any sum shall remain unpaid after becoming due, the amount unpaid calculated from the due date shall bear interest at the rate of 3 per cent per month, such interest to accrue from day to day.

8. OWNERSHIP
i) All goods or services provided by the Company to the Customer (or to the order of the Customer), shall remain the property of the Company, until all sums due to the Company from the Customer have been paid in full.
ii) Upon the occurrence of any of the events specified in Clause 13 hereof, the Company shall be entitled to immediate possession of all goods or services in the custody, or under the control of the Customer. The Customer shall hold such goods or services at the disposal of the Company, who shall be entitled to enter upon any land or premises of the Customer (or where the goods or services are situated), for the purposes of recovering the same.
iii) Unless otherwise agreed in writing, any drawings, designs, diagrams or other items used in the provision of the goods or services shall remain with and be the property of the Company.

9. RISK
The risk in any goods or materials shall pass to the Customer upon delivery, whereupon the Customer shall insure the goods and materials for their full reinstatement value for the benefit of the Company.

10. FORCE MAJEURE
In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not) civil war rebellion, revolution insurrection, riot, civil disturbance, fire, flood, explosion, accident, theft, climate conditions or shortage of material the Company shall be relieved of obligations incurred under this contract wherever and to the extent of the fulfilment of such obligations as are prevented, frustrated, impeded or delayed as a consequence of any such event or by any statute, rules, regulations, orders or requisitions issued by any Government, Council or other duly constituted authority or from strikes, lock outs, trade disputes (whether involving the Company’s employees or other parties) or any other causes, whether or not of a like nature, beyond the Company’s control.

11. GUARANTEE
i) The Company guarantees the proper functioning of the electrical components of any installations provided to the Customer, for a period of three months following installation.
ii) The Customer must promptly notify the Company in writing of any defects or faults in the electrical components of any installations arising, within the three-month period.
iii) Upon receiving written notice from the Customer within the three-month period and verifying the defects or faults in the electrical components, the Company will make reasonable efforts to rectify and resolve any issues. This may include repairing or replacing any faulty electrical components.
iv) This guarantee does not cover defects or faults resulting from customer misuse or negligence and will be voided if any defects or faults are attempted to be repaired by the Customer or any third party appointed by the Customer, in advance of notification to the Company, or without prior agreement with the Company.
v) Any requests for service or support related to faulty electrical components must be made within the three-month period to be eligible for coverage under this guarantee.

12. CANCELLATION OF ORDER
Orders placed by the Customer cannot be cancelled, either in whole or in part, without the written consent of the Company. If the Company grants such consent, it will usually do so under the condition that the Customer reimburses the Company for any losses, expenses, and time incurred as a result of the cancellation.

13. DEFAULT OF THE CUSTOMER
i) If the Customer shall make default in, or commit a breach of these Terms and Conditions of Sale, or if any distress or execution shall be levied upon the Customer’s property or assets, or if the Customer shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or a Statutory Demand is served on him, of if the Customer is a limited company and any resolution or petition to wind up such Company’s business shall be passed or presented, or if a Receiver of such Company’s undertaking, property or assets or any part thereof shall be appointed, the Company shall have right, without notice to the Customer and without prejudice to any other claims or rights the Company may make or exercise to determine all or any of its contracts with the Customer.
ii) If it should come to the notice of the Company that any work done or any goods to be supplied under this contract infringe or are alleged to infringe any patent registered design, copyright, or other rights in the manufacture of the goods then the Company shall have the right to cease the manufacture of these goods and to be bound by this contract and the Customer shall indemnify the Company against the Company for such infringement or alleged infringement or for royalties, and against all costs, expenses and other payments arising therefrom and shall pay to the Company the value of work done on and the materials used in the manufacture of the goods prior to such cessation of manufacture.

14. WAIVER
Unless otherwise specifically agreed in writing, no concession payment, delivery or any action or omission by the Company shall constitute or be deemed to constitute any waiver of its rights hereunder in respect of any existing or future contract.

15. PROPER LAW AND JURISDICTION
These conditions and all contracts shall be governed by and construed in accordance with the Law of England.

We reserve the right to make changes to our Terms and Conditions. Last modification was made October 2023.