Terms & Conditions

• All orders, if accepted, are subject to our standard terms and conditions.
• Invoice queries must be notified within 10 days of date of invoice.
• All goods remain the property of Safpro until paid in full.
• All prices are subject to final specifications, finish and materials.
• Official purchase order required.
• Unless otherwise stated, our standard delivery lead-times are approximately 2-4 weeks from receipt of approved artwork or order.

GENERAL

These terms and conditions and the Safpro Quotation (“the Agreement”) shall apply to the provision by Safpro Limited (“Safpro”) to the Customer of the Goods and Services specified in the Safpro Quotation (the “Goods” and the “Services”) to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to supply any purchase order, confirmation of order, specification or other document) and no terms and conditions endorsed on, delivered with or contained in the Customer’s purchase order, order confirmation, specification or other document shall form part of the Agreement simply as a result of such document being referred to. Any order or other authority given by the Customer to proceed with the supply of Goods and/or provision or Services, shall amount to the Customer’s acceptance of the Agreement. Safpro may withdraw Safpro Quotations at any time before acceptance by the Customer. All Safpro Quotations will be deemed withdrawn if not accepted within 60 days from their date. If the Customer accepts part only of a Safpro Quotation, Safpro reserves the right to vary any of the prices given in that Quotation in respect of the Goods and Services which have been accepted. However, no variation to the Agreement shall be binding unless agreed in writing between the authorised representatives of the Customer and Safpro. The Agreement shall be governed by the laws of England, and the parties submit to the exclusive jurisdiction of the English courts, save that Safpro shall be entitled to bring proceedings against the Customer in any other court which has jurisdiction.

PRICE AND PAYMENT

The price payable by the Customer for the Goods and Services is that specified in the Safpro Quotation. Stated prices are exclusive of all value added taxes or duty. Prices do not include the cost of freight, carriage or packing which will be additionally charged to the Customer. If the Customer fails to make any payment on the due dates specified in the Safpro Quotation, then without prejudice to any other right available to Safpro, Safpro shall be entitled to:

(a) Cancel the Agreement or suspend the delivery of any Goods or provision of any Services to be provided to the Customer;
(b) Appropriate payment made by the Customer to such of the Goods or Services (or Goods or Services supplied under any other contract between the Customer and Safpro) as Safpro may think fit (notwithstanding any purported appropriation by the Customer). Unless credit terms have been agreed in the Safpro Quotation, payment is to be made by the Customer within 30 days of the date of invoice. Safpro reserves the right to charge interest at a rate of 5% above National Westminster Bank Plc’s base rate from the date on which payment is due until actual payment has been received.

Payments on account should be made to Bibby Factors Slough Ltd who alone are entitled to receive payment under our agreement with them. Your payments to Bibby Factors Slough Ltd should be made to them at Units 4-5 Ashville Industrial Estate, Gloucester, GL2 5EU, United Kingdom. The Inland Revenue have accepted that Safpro are not deemed to be associated with the building industry and therefore are not within the province of the construction industry tax deduction scheme, as detailed in Appendix B of publication IR14/15 (CIS). There is therefore no restriction on Safpro being paid in full without deduction of tax.

DELIVERY

Delivery of the Goods and/or provision of the Services shall take place on the delivery date(s) specified in the Safpro Quotation or if no delivery date is specified within 2-4 weeks of the date of the Safpro Quotation (the “Delivery Date”) at the Customers place of business. Failure to deliver the Goods and/or provide the Services on the Delivery Date(s) shall not constitute a breach of the Agreement and the Customer shall not be entitled to rescind or repudiate the Agreement, in whole or part, or claim damage for that failure. In the case of delivery of Goods and/or provision of the Services by instalments, the Customer will not be entitled to treat the delivery of faulty Goods and/or the provision of faulty Services in any one instalment, or the late delivery or late provision of any one instalment of the Goods and/or the Services, as a repudiation of the whole Agreement. LOSS OR DAMAGE IN TRANSIT Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer fails to take delivery of the Goods at that time, the time when Safpro has tendered delivery of the Goods. Safpro will not entertain a claim from the Customer in respect of loss or damage of the Goods in transit unless:

(a) In the case of non-delivery, the Customer gives written notice to Safpro within 21 days of the Delivery Date;
(b) In the case of damage in transit, the Customer gives written notice within 5 days of delivery;
(c) in the case of Goods transported by an independent freight carrier, the Customer complying in all respect with the freight carrier’s conditions of carriage for notifying claims for loss or damage in transit as notified to the Customer;
(d) Safpro is given all reasonable opportunity to inspect the damaged goods; and
(e) All sums due to Safpro in respect of the Goods in question have been paid in full.

Safpro reserves the right to make good any damage or defects notified to it by repair or replacement at its sole discretion, providing any defects are limited to faulty materials or workmanship and not result of, wilful damage, negligence, incorrect storage or fixing, improper use, nor by fair wear and tear.

ACCEPTANCE

The customer shall be deemed to have accepted the Goods and it shall be conclusively agreed that the Goods are in accordance with the Agreement unless, within 10 days of receipt of the Goods and prior to their use or resale, the Customer gives written notice to Safpro specifically any alleged defect in quality or in any other respect in which the Goods are alleged not to be in accordance with the Agreement. The Customer shall be deemed to have accepted the Services and it shall be conclusively agreed that the Services are in accordance with the Agreement unless, within 10 days of completion of the services, the Customer gives written notice to Safpro specifying any alleged defect in quality or in any other respect in which the Services are alleged not to be in accordance with the Agreement. For all installation works, the Customer will be required to sign and complete an ‘installation satisfaction form’ on completion of installation works carried out by Safpro operatives. If unsigned it will be deemed all works have been completed and accepted by the Customer.

RESERVATION TO TITLE OF GOODS

Notwithstanding that the risk in the Goods has passed to the Customer:
(a) Title to the Goods remains with Safpro until such time as Safpro has received full payment in respect of the Goods from the Customer;
(b) Until title in the Goods has passed to Safpro, the Customer shall:
(i) Hold the Goods on a fiduciary as baillee for Safpro;
(ii) Store the Goods (at no cost to Safpro) separately from all other goods of the Customer or any third party in such a way that they remain readily
identifiable as Safpro’s property;
(iii) Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(iv) Maintain the Goods in satisfactory condition and keep them insured on Safpro’s behalf for their full price against all risks to the reasonable satisfaction of Safpro.

On request the Customer shall produce the policy of insurance to Safpro. The Customer’s right to possession of the Goods shall terminate immediately if:
(a) The Customer makes any voluntary arrangement with its creditors or becomes subject to 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
(b) An encumbrance takes possession, or a receiver is appointed, over any of the property or assets of the Customer; or (c) The Customer ceases, or threatens to cease to carryon business; or
(d) The Customer encumbers or in any way charges any of the Goods; or
(e) Safpro reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

Safpro shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Safpro.

LIMITATIONS OF LIABLILITY

Safpro will make every reasonable effort to ensure that all Goods and Services comply with the specification agreed in the Safpro Quotation, but is in all cases the Customer’s responsibility to ensure that the Goods are fit and suitable for the purpose for which they are required. If any Goods and/or Services prove to be defective, the liability of Safpro shall for all purposes be limited to the cost of making good the defects or, at Safpro’s discretion, replacement of the Goods or reperformance of the Services. Safpro will only consider crediting in part or in full in cases where it has been given a proper opportunity to make good any defects or to replace the Goods or re-perform the Services and only where liability has been accepted by Safpro expressly in writing. Safpro reserves the right to make any changes in the specifications of the Goods which are required to conform with any applicable statutory or EC requirements or which do no materially affect their quality or performance. Where the Goods are being supplied to the Customer’s specifications, Safpro takes no responsibility for the infringement of any patent, copyright, registered design or trade mark or other intellectual property right (“Intellectual Property Right”) of any third party in the execution of the Customer’s instructions and it is the Customer’s entire responsibility to obtain any and all necessary licences or permissions and to indemnify Safpro against all claims, actions, proceedings, costs and losses arising out of any infringement. The Customer acknowledges that when preparing the Goods Safpro may create designs, drawings, specifications or other materials (“Materials”). The Intellectual Property Rights in these Materials shall (as between Safpro and the Customers) remain the exclusive property of Safpro. Safpro hereby grants the Customer a non-exclusive, perpetual, royalty free licence to use the Materials for the purposes envisaged by the Safpro Quotation. The Customer acknowledges that if it wishes to use under the materials for other purposes, it must first obtain the written consent of Safpro and further fees may be payable. The Services to be provided by Safpro under the Agreement shall be provided using reasonable skill and care.

The Customer shall ensure compliance with the requirements of the local planning and any other applicable regulations in connection with the provision of the Services by Safpro and the Customer shall be responsible for obtaining any necessary planning permission and permits. All charges levied by authorities in connection with the Services shall be borne by the Customer. Where applicable, the Customer shall ensure that no service such as water, gas, electricity, telephones or pipeline are likely to be interfered with, damaged or obstructed in the provision of the Services. In the event that such services are interfered with as a result of the Customer’s failure to notify Safpro of the location nor the correct location of such services, the Customer shall be responsible for any and all liabilities arising therefrom including (without limiting the generality of or the correct location of such services, the Customer shall be responsible for any and all liabilities arising therefrom including (without limiting the generality of the foregoing) any reasonable costs incurred by Safpro as a result of such failure. Where the Services to be provided require the erection of a sign on an existing structure, the Customer shall ensure that the structure in question is of adequate strength and in a condition to bear the additional loads imposed thereon by the installation of the sign and fittings and the Customer shall obtain any rights to erect signs thereon which may so required. For the avoidance of doubt, the Customer shall inform Safpro of any particular requirements of the location for the provision of the Services. Safpro reserves the right to refrain from providing the Services where it reasonably believes that this may infringe any planning regulation, health and safety or other requirement. Immediately following a request from Safpro, the Customer will reimburse Safpro for the reasonable costs relating to any such abortive Services.

Safpro shall not be liable for:
(a) Any defect in the Goods or claims for breach of Intellectual Property Rights arising from any drawing, design or specification supplied by the Customer;
(b) Any defect in the Goods arising from fair wear and tear, wilful damage, use by unauthorised or inexperienced personnel, negligence, failure to follow Safpro’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Safpro’s approval;
(c) Any defect in the Goods if the Goods have not been paid for in full by the due date; or
(d) Any loss damage, cost, expenses, or other claims for compensation arising out of any breach by the Customer of its obligations under the Agreement. Subject as expressly provided in the Agreement, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Safpro shall not be liable to the Customer by reason of any negligence or any other tortuous action or any representation (unless fraudulent), or any implied warranty, condition or other term or under the expressed terms of the Agreement for:
(a) Any loss of anticipated revenue; or
(b) Loss of profits; or
(c) Loss of business opportunity; or
(d) Loss of goodwill; or
(e) Damage to reputation; or
(f) Any indirect, special or consequential loss or damage, costs, expenses, or other such claims for compensation whatsoever; (whether causes by the negligence of Safpro, its employees or agents or otherwise) which arises out of or in connection with the Agreement. The entire liability of Safpro in respect of any and all claims made against it by the Customer under or in connection with the Agreement shall not exceed the total price payable under the Agreement.

Notwithstanding anything to the contrary in the Agreement, Safpro’s liability to the Customer:
(a) For death or personal injury caused by the negligence of Safpro, its employees, agents or sub-contractors; or
(b) For fraud (including but not limited to fraudulent misrepresentation) is not limited (but nothing in this clause confers any right or remedy upon the Customer to which it would not otherwise it entitled).

TERMINATION

Either party may terminate the Agreement at any time on 30 days prior written notice to the other. Either party may terminate the Agreement at any time if the other party commits a material breach of the Agreement, and where capable of remedy, fails to remedy that breach within 30 days of a written notice specifying that breach and requiring its remedy. Safpro may terminate the Agreement immediately if:
(a) The Customer makes any voluntary arrangement with its creditors or becomes subject to administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction): or
(b) An encumbrance takes possession, or a receiver is appointed, over any of the property or assets of the Customer; or
(c) The Customer ceases, or threatens to cease to carry on business; or
(d) Safpro reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. On termination of the Agreement for any reason, Safpro shall be entitled to invoice for all the fees attributable to the work undertaken and expenses incurred by Safpro to the date of termination at the rates set out in the Safpro Quotation (insofar as such sums have not previously been invoiced) and all invoices shall become immediately due and payable.

ARTWORK APPROVAL

The responsibility remains with the Customer to ensure their artwork / images (or any changes to existing artwork) is correct, including, but not limited to; layout, design, spelling, grammar, colours, logo type, fonts, image quality etc. Production will not commence until the following has been checked carefully and approved as required by the Customer.

CANCELLATION

No order which has been accepted by Safpro may be cancelled by the Customer except with the Agreement in writing of Safpro and on terms that the Customer shall indemnify Safpro 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 Safpro as a result of the cancellation.

DATA PROTECTION

Any personal information collected by Safpro in connection with the Agreement will be used strictly in accordance with the provisions of the Data Protection Act 1988 and any other applicable laws.

GENERAL

If any provision of the Agreement shall be found by any court of administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of the provision shall not effect the other provisions of the Agreement and all provisions not affected by the invalidity or unenforceability shall remain in full force and effect. The Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and the terms of the Agreement shall supersede any previous agreements. For the avoidance of doubt, nothing in the Agreement is intended to confer on any third party any benefit or the right to enforce any term of the Agreement.

Safpro is not responsible for typographic errors. Safpro reserves the right to change the Terms and Conditions at any time. Any new or revised Terms and Conditions will be communicated to you. If any of the terms in these Terms and Conditions are not valid or legally enforceable, the other terms will not be affected.