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  1. Foreword

Suregate Ltd accepts orders, sells and supplies only on the basis of these terms and conditions of sales and delivery. The following conditions are applicable to all services that are provided by Suregate Ltd. or a subcontractor appointed by it in the course of executing an order. Any amendments or supplements to this contract agreement that have been made verbally are effective only if they have been confirmed by Suregate Ltd. in writing. Any business-related terms and conditions of the customer are expressly excluded for the present legal transaction and the entire business relationship. If any specific provisions become ineffective, this shall not affect the remaining items and conditions. All information regarding prices, weights, dimensions or technical specifications etc. furnished in the documentation of Suregate Ltd. are binding only if reference is made to them expressly. Technical specifications are subject to change.

  1. Delivery of goods.

All goods will be delivered Ex Works Suregate Ltd., Gloucestershire, England UK. Suregate Ltd. is entitled to make partial or advanced deliveries and to invoice the same. The customer must bring any complaints immediately on receipt of the goods to the notice of the transport company (endorsement on the consignment note) and to Suregate Ltd. in writing within at least eight days. The measures and costs incurred towards storage of the goods in safe custody that become necessary on account of reasons attributable to the customer, shall be borne by the customers, and are deemed to be delivered as soon as the action for storage of the goods commence. Factually justified and reasonable changes in the service and delivery obligations of Suregate Ltd., particularly reasonable extensions in the delivery period, are deemed to have been approved by the customer in advance. Delivery schedules announced are considered to be merely approximate estimates. Force Majeure conditions or other unforeseeable hindrances attributable to Suregate Ltd. or its sub-suppliers absolve Suregate Ltd. from the obligation of complying with the delivery schedule agreed to.  The customer is obliged to make arrangements to collect the goods stored at Suregate Ltd. promptly after being advised by them to do so. Operational and traffic disruptions and deliveries by sub-suppliers not in accordance with the schedule are also applicable s Force Majeure conditions and absolve Suregate Ltd. for the period of hindrance, or based on the choice of Suregate Ltd., even ultimately from the obligation of delivery, without any claims becoming due to the customers on account of withdrawal by Suregate Ltd. Suregate Ltd is free to choose the type of dispatch of the goods and the mode of transport. The place of performance for the delivery and payment is the head office of Suregate Ltd.

  1. Quotation and pricing information

The quotes of Suregate Ltd., whether in writing verbally or via telephone, are applicable on ex-works basis unless specified otherwise. A purchase agreement is created if Suregate Ltd. either sends an order confirmation in writing or delivers the items ordered out within the acceptance period of the agreement, in general, the acceptance period is 4 weeks. All quotes are non-binding and subject to confirmation. All prices are in GB pound sterling or Euros and are subject to change at any time prior to formal acknowledgement of the order by Suregate Ltd. These prices supersede all previous prices. Prices do not include VAT, duties, freight insurance handling charges where applicable will be charged separately. Suregate Ltd. is not obliged to accept the order.

  1. Manufacturing tolerances and clearances

No liability is assumed for the quantities specified in the quotations. Suregate Ltd. reserve the right to variations from specifications given in brochures and samples in terms of colour, dimensions, weights and quality. Provided that any deviations and variations are, in any case, reasonable for the customer, particularly since they are minor in nature and realistically justified, Suregate Ltd may deviate from the products ordered as a result of production tolerances. Technical specifications are expressly subject to change.

  1. Cost estimates

The cost estimate is prepared based in the best knowledge, but no liability can be assumed for the correctness of the same. The costs of the preparation of the cost estimate, provided that they are incurred, are charged to the customer. All cost estimates can only be issued in writing. Provided that nothing else follows from this, Suregate Ltd. is bound to the cost estimate for a period of four weeks.

  1. Expenses for collection, sending reminders and encashment

In case of delay in payment, the customer is obliged to reimburse all costs incurred by Suregate Ltd. prior to legal proceedings, such as lawyer’s fees and costs of the collection office, provided that these costs were necessary for the purpose of legal proceedings. The customer is obliged to pay £15 for each reminder, plus the interest due at the rate of 14% p.a. and all other special costs incurred.

  1. Warranty

Suregate Ltd. warrants each of its products to be free in all material respects from defects in materials and workmanship under normal use and service for a period of one year after the ship date of the products (the “Warranty Period”) providing the customer follows Suregate Ltd.’s instructions as to the use and maintenance of the products.  Suregate Ltd. shall repair or replace, at Suregate Ltd.’s option, any products or part thereof that are found to be defective within the Warranty Period upon examination by Suregate Ltd. or an authorised Warranty Service Company (each a “defective product”) and are returned as soon as reasonably practicable after discovery of such defect, shipping costs prepaid, to Suregate Ltd. at its warehouse in Stroud, England or to an authorised Warranty Service Company.  Warranty returns must first be authorised by Suregate Ltd. or an authorised Warranty Service Company.  Disassembly of any product by anyone other than an authorised representative of Suregate Ltd. voids any obligation for Suregate Ltd. to repair or replace any product so disassembled.  Fuses and batteries are not warranted unless the original manufacturer warrants such parts and such warranty is marked on the product.  Any claim under warranty for fuses or batteries must be made by the customer directly to the manufacturer.

THIS WARRANTY STATES THE EXCLUSIVE REMEDY OF THE CUSTOMER, AND THE EXTENT OF SUREGATE LTD.’S OBLIGATIONS, WITH RESPECT TO THE PRODUCTS DESCRIBED IN THE QUOTATION AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF QUALITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH SUREGATE LTD. EXPRESSLY EXCLUDES.  THE CUSTOMER UNDERSTANDS AND AGREES THAT (I) UNDER NO CIRCUMSTANCE SHALL SUREGATE LTD. BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES, REGARDLESS OF THE CAUSE, AND (II) SUREGATE LTD.’S LIABILITY UNDER THE QUOTATION OR PURCHASE ORDER IS STRICTLY AND EXPRESSLY LIMITED TO THE WARRANTY OBLIGATIONS EXPRESSED HEREIN (AS FAR AS PERMITTED BY LAW).  SUREGATE LTD. NEITHER ASSUMES NOR AUTHORISES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER WARRANTY CONCERNING ITS PRODUCTS.

  1. Payment terms

100% of payment is due on acceptance of any order. After a period of 6 months trading with a customer, and upon completion of a credit application form, credit terms may be agreed. Where credit terms are agreed invoices will be raised as far as possible, promptly after delivery. Payments are due on the issue of the invoice without any delay or deductions. Payments terms that have been specified and agreed to for the entire order are also applicable to part invoices. For orders that cover several units, Suregate Ltd. is entitled to raise an invoice after

  1. Retention of title

The goods delivered remain in the unlimited ownership of Suregate Ltd. until the payment of all claims by Suregate Ltd. for the delivery (including interest payments and costs) has been made. Hypothecations and assignments by way of security made by the customer are excluded unless complete payment has been made. If the customer does not comply with his obligations arising out of the contract agreement that has been concluded, Suregate Ltd is entitled to retrieve its property at any time at the cost of the customer, and the customer expressly undertakes to issue the same under these circumstances.  If the goods delivered by Suregate Ltd. are still under their title and are hypothecated or confiscated, the customer undertakes to inform Suregate Ltd. of the same within three days and to issue all information necessary to Suregate Ltd. for the enforcement of its ownership rights. If third parties access the goods standing in the ownership of Suregate Ltd. or enforce claims on them, the customer undertakes to bring to the notice of those concerned, the fact that these goods are in the ownership of Suregate Ltd. The enforcement of the title of retention by Suregate Ltd. does not represent any withdrawal on the part of Suregate Ltd. from the contract agreement. Deliveries made for a particular construction project, even if are ordered out, delivered and billed section-wise, are considered to be one uniform order. In the event of delayed payment as well as in case of justified concerns regarding the payment capability of the purchaser (payment that has already been delayed is sufficient cause), Suregate Ltd. is entitled to amend any agreements arrived at so far with immediate effect (discounts etc.), to collect goods under their ownership without withdrawing from the contract agreement. For all goods taken back, the customer has to reimburse all costs incurred in this connection with their transport and handling to Suregate Ltd.

  1. Indemnification

The customer agrees that Suregate Ltd, its officers and employees, and agents shall not be liable for any losses, damages, liabilities, claims, causes of action, judgements, court costs, legal fees and other costs and expenses the customer may suffer caused by, arising out of, resulting from, attributable to or in any way incidental to the purchase of the products described in the Quotation (as far as permitted by law).

  1. Assignment of claims

For delivery under retention of title, the customer assigns its claims against third parties at this stage to Suregate Ltd provided that these result as a result of sale or processing of our goods, until final payment has been made against all of our claims. This cession must be made evident in the books of accounts, consignment note, invoices etc. to the buyer. If the customer is default of payment to Suregate Ltd., the proceeds of sales received by him need to be separated out in such a manner or the customer holds such payments only on behalf of Suregate Ltd. Any claims from an insurance company need to be assigned to Suregate Ltd. at this stage to the limits specified in the respective insurance Act. The customer is not entitled to adjust any counter-claims against Suregate Ltd. against the claims made by Suregate Ltd. an exception to this is only when these counter-claims have been acknowledged by Suregate Ltd. in writing.

  1. Export Licences/Duties etc.

The customer agrees to comply with all applicable import and export laws of the customer's country, the United Kingdom and any other governmental authority having jurisdiction.  The payment of all export and import duties, taxes, charges and assessments and the obtaining of any necessary export and import licences in respect of the goods is the sole responsibility of the Customer and the Company shall be under no liability, whatsoever, to the Customer in respect of goods exported without the necessary export and import licences.

All Export quotations are quoted on an ex-works basis unless specifically varied.

The company will provide the following documents with each sale of equipment:-

- One commercial invoice

- One packing list

- One copy of the generic operating manual

  1. Privacy policy declaration – change of address

The customer grants his consent for the personal information contained in the purchase agreement may be saved and processed by Suregate Ltd for the purpose of fulfilling the contract agreement. The customer is obliged to inform Suregate Ltd. about any amendments to his residential or business address provided that the legal transaction pertaining to the contract agreement has not been completed by both parties.

If this information is not furnished, declarations are deemed to have been received even if they have been sent to the last known address.

  1. Applicable law and jurisdiction

The quotation and these terms shall be governed by the laws of England and Wales. Any dispute arising out of the Quotation and/or these Terms shall be commenced within 1 year after the cause of the dispute has occurred, and shall be litigated in the courts of England and Wales, which shall have sole and exclusive jurisdiction over the dispute. The Quotation and these Terms together for the complete and exclusive contract between the customer and Suregate Ltd., relating to products described in the Quotation. The customer shall not assign the Quotation without prior written consent of Suregate Ltd. Suregate Ltd. reserves the right to correct any typographical errors in Quotation without liability.

  1. Final provisions

The Company is not liable for failure to perform the Company's obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service.

 

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