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General Conditions of Sale and Supply Fire Protection/Detection Equipment

1       General
We only sell or supply fire protection/detection equipment (“the goods”) on these conditions, which in case of conflict shall override any terms or conditions imposed by you and which can only be varied by writing signed by our duly authorised representative.  Each sale contract between you and ourselves is referred to below as “the contract”.

2       Acceptance
Our quotations are without commitment and an order is not binding on us unless (expressly or impliedly) we accept it any action by us pursuant to the order shall be taken as our acceptance of it on these conditions.

3       Prices
Unless we agree otherwise in writing, our prices are quoted in accordance with our price list current at the time the order is taken.

4       Payment
Unless we agree otherwise in writing our terms of payment are that each invoice is payable on the day of delivery unless credit agreement is given in which case payment must be received in full within 30 days of invoice.

5       Performance
5.1     Time for delivery of the goods is not of the essence and we shall be under no liability of whatsoever nature (including liability for consequential loss) in respect of any delay in delivery of the goods.
5.2     Part deliveries (in accordance with the contract of, with reasonable justification, as a departure from the contract) shall be deemed to represent separate contracts.
5.3     Without prejudice to any other right we may have we shall be entitled to charge for abortive delivery costs, storage and associated costs should you be unavailable for or refuse or defer delivery.
5.4     We do not supply goods on approval.

6       Time and Risk
6.1     Title to good supplied by us remains vested in us until the purchase price and all other monies owing by you in relation to those goods or the price (whether or not due) are paid in full.
6.2     Pending title passing such goods shall be kept separate and insured to their full value by you and in all respects held by you as bailee for us.  We shall be entitled at any time to inspect and/or to repossess our goods and you will allow and procure for us any necessary access therefore.  You shall while the goods remain our property not dispose or permit any disposal of them.
6.3     Where property in such goods has not passed we may nevertheless maintain an action against you for the purchase price and all other monies owing by you in relation to the goods notwithstanding Section 49 Sale of Goods Act 1979.
6.4     The risk of any loss, deterioration or damage shall nevertheless pass to you from the transfer of the goods at our factory on to the carrier’s or you transport except to such extent (if any) as we may have the benefit of insurance against such risk.

7       Claims
7.1     At the time of sale or delivery you will satisfy yourself that the goods comply with the contract and will inspect them for apparent defects and damage.
7.2     Without prejudice to 6.4 and 7.1 above, we shall (subject to our consigning correct goods for delivery) have no liability arising out of non-delivery, shortage in delivery, deterioration or damage in transit but we will, where the appropriate claim is received by us in writing within the appropriate period specific below (or, in the case of transit of goods by carrier, such shorter period (known or which should be reasonably be known to you) as the relevant carrier may lawfully requires as a condition of its liability) assist any claim you may have against the carrier.  The period referred to shall be 7 days from the date of our invoice in the case of non-delivery and 3 days from the date of delivery in the case of shortage in delivery, deterioration or damage in transit.

8       Specifications
8.1     Except where we specifically otherwise agree in writing, the selection and choice of our goods and (except as to compliance with specific technical specifications contained in our current literature) the assessment of our goods suitability and fitness for your purpose is your sole responsibility.
8.2     Any specifications, formulations, data, literature and statements as to content, suitability, performance or otherwise, issued and descriptions and samples given, by us in connection with our goods are offered in good faith but are intended to be approximate only and shall be deemed not to constitute representations.
8.3     Goods are supplied on condition that they should only be used in connection with the relevant risk set out on our written instructions thereon.
8.4     Pursuant to our policy of continuous improvements, we reserve the right without notice and without affecting the validity of the contract, to make such changes in materials, dimensions and design as we think reasonable or desirable.
8.5     The copyright and all patent and other industry property rights in our designs, data sheets, packaging and literature shall remain our property and no licence thereunder (expect as to the use for which our goods are supplied) shall be implied.
8.6     You shall not at any time alter or deface our name or any of our trademarks of juxtapose with them any other mark likely to cause confusion either on or in connection with any services or any goods other than goods in the form supplied by us or as, or as part of, any name or trading style.

9       Warranties

REFORM FIRE LIMITED. Fire Extinguishers and Fire Protection Equipment
9.1     We hereby agree, (subject to satisfaction of the conditions in 9.2 below) to make good, free of charge, by replacement or repair (at our election) any defects which we shall find upon examination to be due to faulty materials, workmanship or design which may appear in our goods within 12 months of the date of despatch from our office and in addition that where the item purchased is:
9.1.1     Reform Fire Ltd portable fire extinguisher and/or pressure charge supplied as new; a fire alarm system and/or device; an emergency lighting system and/or device and
9.1.2     is at all times covered by a current Reform Fire Ltd Fire service agreement; and
9.1.3     is fitted with parts, fittings and pressure charges manufactured and charged or re-charged by Reform Fire Ltd;
Then we shall make good by replacement or repair any defects where are due to faulty materials, workmanship or design which may appear in such fire extinguishers and/or pressure charges within 12 months from the date of supply/installation.

Conditions Applying to Warranties
9.2     The said conditions (each of which must be fulfilled before any warranty claim shall arise) are:
9.2.1     that the claim is not attributable to fair wear and tear of any fault or damage arising from impact, modification, inappropriate use or treatment, incorrect handling or exposure to corrosive conditions (e.g. subject to acid or alkaline atmospheres) or the goods being kept or installed other than under normal conditions (e.g. exposed to frost, detrimental weather or wind);
9.2.2     that the goods must not be or have been recharged repaired or serviced by any other than a qualified person for the time being employed by us;
9.2.3     that our instructions as to the use of the goods have been strictly complied with;
9.2.4     that the claim is made by you as our original customer for your benefit;
9.2.5     that the claim is notified, in detail, in writing to us within 30 days of the date of discovery thereof.

10     Limitation or liabilities and Indemnity
10.1   The warranties contained in 9 above are given expressly in lieu of and exclude (to the fullest extent permitted by law) all other representations, conditions, guarantees or warranties express or implied.  Our liabilities for loss or damage whether direct or consequential (other than as provided in such warranties) is hereby excluded to the fullest extent possible.
10.2   Except where specifically otherwise agreed in writing, we offer no (and shall have no liability under any) warranty or condition (express or implied) in respect of goods, materials or services of our suppliers or sub-contractors but we will if requested by you (and if we consider it appropriate and practical to do so) assist you to obtain the benefit of such warranties as are available from them in favour of first users of goods or services.
10.3   You shall indemnify us and our employees and agents against all third party claims relating in any way to goods supplied by us or arising from beach or our negligence in connection with the contract.

11     Miscellaneous
11.1   You may not assign the contract or any rights thereunder without our prior written content.
11.2   These conditions shall be interpreted without reference to their heading.
11.3   The contract shall be governed by English law, and you shall submit to the non-exclusive jurisdiction of the English courts.
11.4   Any provision of these conditions held by a court of law to be invalid shall be severable and shall be deemed to be omitted from these conditions and any liability which would otherwise have been excluded or limited shall nevertheless be subject to the remaining provisions of these conditions.
11.5   The provisions of these conditions shall remain in full force and effect notwithstanding that he parties obligations under the contract may have been performed or discharged.

Terms of Maintenance Service

The following standard terms apply to every agreement entered into by the Company for the inspection and servicing of Equipment.

1       Definitions
In these terms:-
“Terms”                     the Company’s standard terms of service set out in this document (which supersede any earlier set of terms of the Company) together with any special instructions stipulated overleaf.
“Equipment”              the fire fighting equipment the subject of the Agreement as set out overleaf.
“Agreement”              the agreement for the provision of the Service by the Company to the Customer in respect of the Equipment.
“Service”                   the services in relation to the Equipment to be provided by the Company as set out in Clause 2.1.
“Service Fee”            the charges payable to the Company for the provision of the Service per visit as set out overleaf.
“Engineers Report”  the report issued by the service engineer after each Service (and which for the avoidance of doubt is a separate document from the certificate of maintenance issued by the Company).

2       Service
2.1     The Company shall send a service engineer the number of times each year to inspect the Equipment at the Customer’s address as set out overleaf who shall carry out all work as he shall deem necessary to ensure that the Equipment is left in proper working order.
2.2     The Company shall issue an Engineer’s Report after each Service, which shall be deemed to be conclusive proof that the Company carried out the Service in accordance with the Requirements of this Agreement.
2.3     The Company reserves the right to decide the method employed in providing the Service to the Equipment.
2.4     After each inspection, the Company shall inform the Customer in respect of any Equipment found to be no longer serviceable, on the Engineers Report.
2.5     The Customer shall give every reasonable facility to the Company’s employees or agents to enable them to perform the Service, and in particular by assisting them in locating the Equipment and having it readily available for servicing.
2.6     During the currency of this Agreement, the Equipment shall only be inspected, serviced and maintained by the Company’s employees or duly authorised agents.
2.7     Although the Company shall make the number of visits per approximate 12 month period specified overleaf to carry out the Service, the Company shall be under no obligation to carry out the visits on a given day.  Any dates quoted by the Company are given in good faith but are estimates only and are not binding.

3       Service Fee
3.1     The Service Fee is payable on the day of service unless otherwise agreed and not later than 30 days from the date of invoice, and time shall be of the essence.
3.2     The Company reserves the right to amend the Service Fee at its sole discretion.
3.3     If the Customer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel or suspend performance of the next or any subsequent Service, and levy a charge of £3.00 for second 30 days from the date of invoice and thereafter charge the Customer interest (both before and after judgement) on the amount unpaid, at the rate of 3% per annum above Royal Bank of Scotland base rate from time to time, until payment is made in full (a part of a month being treated as full month for the purposes of calculating interest).  The Customer shall not be entitled to a certificate of maintenance until payment has been received in full.
3.4     The Customer shall pay for all components, replacement charges, refills, repairs, refilling or repressuring used during the Service, to leave the Equipment in proper working order at the then current prices.
3.5     The company reserves the right to levy a minimum Service Fee if the Company has not been allowed to perform the Service and notice as required by Clause 4.1 has not been given.
3.6     The Service Fee and other charges under this Agreement are exclusive of Value Added Tax which shall be payable in addition.
3.7     The number of units comprising the Equipment, to which the Service shall be provided, is subject to confirmation at the time of each Service.

4       Duration
4.1     This Agreement shall commence on the date stipulated overleaf and may be terminated by either party giving three months notice in writing to the other at any time.
4.2     Termination of this Agreement shall not affect the obligation of the Customer to pay outstanding sums due to the Company.

5       Limitation of Liability
5.1     The Company shall not be liable for any defective Equipment not of its own manufacture or for any direct or indirect loss, injury or damage caused by such Equipment being defective.
5.2     The Company shall not be liable for any loss, damage (consequential or otherwise), or injury whatsoever attributable wholly or in part of the acts, omissions, negligence of default of the Customer of its employees in the storage, siting, or use of the Equipment.
5.3     The Customer agrees with the Company that if the Customer shall suffer loss or damage as a result of any breach of this Agreement by the Company or as a result of the negligence of the Company, then the liability of the Company in respect of such loss or damage shall be limited to the smallest of the following amounts:-
5.3.1     the actual amount of any loss or damage suffered by the Customer; or
5.3.2     the sum of £1,000,000.
This limitation shall subsist indefinitely notwithstanding the termination of this Agreement.
5.4     The Company promises to exercise reasonable care and skill in carrying out the Service, but if any breach of this promise by the Company causes death or personal injury, then the Company shall accept liability.
5.5     The Customer agrees that the limitations of liability set out in this Clause are fair and reasonable, bearing in mind the potential losses which could or might be caused as a result of any breach of negligence as referred to in Clause 5.3 are greatly in excess and wholly disproportionate to the Service Fee, and the Company has no knowledge or information as the value of any property which is intended to be protected by the Service.
5.6     Apart from those terms set out above, no other terms, express or implied, statutory or otherwise, form part of its Agreement except where the Customer deals as a consumer within the meaning of Section 12 of the Unfair Contract Terms Act 1977, when the terms of Sections 13, 14 and 15 of the Supply of Goods are Services Act 1982 are implied into this Agreement.

6       Miscellaneous
6.1     The Customer shall not be entitled to assign any of its rights under this Agreement.
6.2     The Agreement is subject to and governed by English Law and the parties shall submit themselves to the non-exclusive jurisdiction of the English Courts.
6.3     The Company shall not be deemed to be in breach of contract if any event occurs beyond its control which renders performance of the Service impracticable or impossible.


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