EXPERT SECURITY SYSTEMS UK LTD
TERMS AND CONDITIONS OF SALE, SUPPLY, INSTALLATION AND SERVICE
Effective Date: 01.08.25
Version: 1.2
1. DEFINITIONS AND INTERPRETATION
1.1. In these Terms and Conditions:
1.2. These Terms and Conditions apply to all quotations, orders, contracts and Works undertaken by the Company unless expressly varied in writing by an authorised representative.
1.3. Where a Customer is acting as a consumer, nothing in these Terms and Conditions shall exclude or restrict their statutory rights.
1.4. In the event of a conflict between these Terms and Conditions and any expressly agreed special conditions, the special conditions shall take precedence to the extent of that conflict.
2. QUOTATIONS AND ACCEPTANCE OF ORDERS
2.1. All quotations are valid for 30 calendar days from the date of issue unless otherwise stated.
2.2. Quotations are based on the information, specifications, drawings and site conditions available at the time of preparation.
2.3. The Company reserves the right to amend its quotation where additional works, unforeseen site conditions or changes to the agreed specification arise. Any resulting additional charges shall be communicated to the Customer and agreed before the relevant additional Works are undertaken, except where urgent action is necessary to make the Site safe.
2.4. No order shall be binding until accepted by the Company in writing or by the Company commencing performance of the Contract.
2.5. Acceptance of a quotation, payment of a deposit or written instruction to proceed shall constitute acceptance of these Terms and Conditions, provided they have been supplied or properly brought to the Customer's attention before the Contract is entered into.
2.6. All prices exclude VAT unless expressly stated otherwise.
3. PAYMENT TERMS
3.1. Payment terms shall be as detailed within the Company's quotation, order confirmation or invoice.
3.2. The Company may require a deposit or staged payments before ordering materials, commencing manufacture or undertaking installation.
3.3. Unless otherwise agreed in writing, invoices are payable within 30 calendar days of the invoice date.
3.4. Where staged payments are agreed, each payment shall become due upon achievement of the relevant contractual milestone.
3.5. The Company reserves the right to suspend further Works following reasonable written notice where payments are overdue, subject to applicable law.
3.6. For business-to-business transactions, the Company reserves the right to claim statutory interest and permitted debt recovery compensation under the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
3.7. Any genuine dispute concerning an invoice must be notified promptly in writing, identifying the disputed amount and the reasons for the dispute. Undisputed amounts shall remain payable in accordance with the agreed payment terms, subject to applicable law.
3.8. Any additional costs arising from a suspension caused by the Customer's payment default may be recoverable where reasonable, evidenced and permitted by law.
4. INSTALLATION DATES AND PROGRAMMING
4.1. The Company shall use reasonable endeavours to meet agreed installation dates and programmes.
4.2. Installation dates are subject to the Site being ready, safe and accessible and all necessary preparatory works having been completed.
4.3. The Customer acknowledges that the Company allocates engineers, vehicles, plant, equipment and other resources in advance of scheduled installations.
4.4. The Customer must notify the Company as soon as reasonably practicable of any circumstances likely to prevent the Works proceeding on the agreed dates.
4.5. Where the Customer requests postponement or cancellation of a scheduled installation, the Company may recover reasonable and demonstrable costs directly resulting from the change, subject to Sections 5 and 6.
4.6. Any revised installation date shall be subject to the Company's availability and shall be confirmed in writing.
4.7. The Company shall not be responsible for delays caused by circumstances outside its reasonable control, provided it takes reasonable steps to mitigate their effects and informs the Customer where practicable.
4.8. Nothing in this section excludes liability for unreasonable delay caused by the Company's own breach or negligence.
5. CUSTOMER-CAUSED DELAYS, CANCELLATIONS AND ABORTIVE VISITS
5.1. Where an installation, delivery or other scheduled Works are delayed, cancelled or prevented by the Customer, its representatives or contractors, the Company reserves the right to recover reasonable additional costs arising directly from the delay.
5.2. Such circumstances may include, without limitation:
5.3. Where an agreed installation date is cancelled or postponed with fewer than 10 working days' notice, the Company may charge reasonable, evidenced and otherwise unrecoverable costs incurred as a direct consequence.
5.4. Recoverable costs may include:
5.5. The Company shall take reasonable steps to minimise avoidable costs, including reallocating personnel and resources where reasonably practicable.
5.6. Where engineers attend Site but are unable to commence or continue the Works for reasons attributable to the Customer, the Company may charge for the reasonable costs of the aborted visit.
5.7. Where delays continue for an extended period, the Company may request a revised programme and written confirmation of site readiness before allocating further installation dates.
5.8. The Company may agree to suspend the Works pending resolution of the circumstances causing the delay. Any termination of the Contract shall be governed by Section 16.
6. STORAGE CHARGES AND DELAYED INSTALLATIONS
6.1. Where Goods have been manufactured, fabricated, purchased, assembled or otherwise prepared for delivery or installation, and delivery or installation cannot proceed due to circumstances outside the Company's reasonable control and not caused by the Company's breach, the Company reserves the right to recover reasonable storage and associated costs.
6.2. Such circumstances may include:
6.3. Where practicable, the Company shall provide the Customer with written notice before storage charges commence, specifying the reason for storage, the proposed commencement date and the applicable charges or reasonable method of calculation.
6.4. Storage charges may include reasonable costs incurred by the Company or charged by its manufacturers, suppliers or third-party storage providers.
6.5. The Company may also recover reasonable additional costs directly attributable to prolonged storage, including:
6.6. Storage charges may continue until the Goods can reasonably be delivered or installed, or until another suitable arrangement is agreed in writing.
6.7. Where a Customer requests that completed Goods remain in storage for an extended period, the Company may require payment of any contractually due manufacturing or supply-stage instalments notwithstanding that installation has been postponed.
6.8. The Company shall take reasonable steps to minimise storage costs and shall not charge for storage caused by its own default.
6.9. Storage charges and associated costs shall be invoiced separately or added to an appropriate contractual invoice, with reasonable supporting information available on request.
6.10. Where Goods remain in storage for more than 30 calendar days following their notified availability for installation, the Company may request a written revised installation programme and agreement on the continuing storage arrangements.
6.11. The Company shall not dispose of, sell or otherwise deal with stored Goods except in accordance with applicable law and any separately agreed lawful contractual rights.
7. CUSTOMER RESPONSIBILITIES AND SITE READINESS
7.1. Unless expressly included in the quotation, the Customer shall be responsible for ensuring that the Site is suitably prepared for the Works.
7.2. This may include:
7.3. The Customer shall inform the Company of known underground services, buried cables, drainage systems, structural limitations and other relevant hazards.
7.4. The Company shall take reasonable care when undertaking excavations or other groundworks. The Customer's provision of information shall not remove the Company's own safety responsibilities.
7.5. Additional Works required because of unforeseen ground conditions, concealed services or unsuitable foundations shall be assessed and quoted separately where not included in the original scope.
7.6. The Customer shall provide reasonable access during agreed working hours and ensure that the Company's engineers can carry out their duties safely.
7.7. The Company reserves the right to stop or postpone Works where conditions present an unacceptable health and safety risk.
8. DESIGN, SPECIFICATIONS AND VARIATIONS
8.1. Goods shall be manufactured and installed substantially in accordance with the agreed specification and approved drawings.
8.2. Any changes requested by the Customer after order acceptance may result in additional charges and revised completion dates.
8.3. Bespoke equipment manufactured to the Customer's specification may not be capable of alteration once manufacture has commenced.
8.4. Any variation affecting price, programme, materials or installation requirements shall be confirmed in writing before the relevant additional work proceeds, wherever reasonably practicable.
8.5. The Company may propose technically equivalent components where necessary, subject to the Customer's agreement where the substitution materially affects the specification, performance, appearance or price.
9. MANUFACTURE, DELIVERY AND OWNERSHIP
9.1. Manufacturing and delivery periods shall be estimated in the quotation or order confirmation where practicable.
9.2. The Company shall notify the Customer of material changes to anticipated delivery dates.
9.3. For business customers, legal title to Goods shall remain with the Company until all sums due in respect of those Goods have been received in cleared funds, to the extent permitted by law.
9.4. Risk of loss or damage shall pass in accordance with applicable law and the agreed delivery arrangements. For consumer customers, statutory rules concerning delivery and risk shall apply.
9.5. Where the Customer prevents delivery or installation after Goods have been made available, reasonable additional costs may be charged under Section 6.
9.6. The Company shall take reasonable care of Goods while in its possession or control.
10. INSTALLATION, TESTING AND COMMISSIONING
10.1. All installations shall be undertaken with reasonable care and skill by suitably competent personnel.
10.2. The Company shall undertake appropriate installation checks, testing, commissioning and safety assessments relevant to the equipment supplied.
10.3. Automated gates and other powered equipment shall be installed in accordance with applicable product safety requirements and relevant standards.
10.4. Where the Company is the legally responsible manufacturer or installer of a completed powered gate system, it shall provide the required conformity documentation, instructions and safety information.
10.5. The Company shall not knowingly commission or hand over equipment in an unsafe condition.
10.6. The Customer shall provide reasonable cooperation during commissioning and any required operational demonstrations.
10.7. Where a safe and compliant installation cannot be achieved without additional works, the Company shall advise the Customer and agree the necessary corrective measures before proceeding.
11. PRACTICAL COMPLETION AND HANDOVER
11.1. Upon substantial completion, the Company shall arrange appropriate testing and handover of the installed equipment.
11.2. The Customer shall be provided with relevant operating instructions, safety information and maintenance recommendations.
11.3. Any minor outstanding items shall be recorded and completed within a reasonable agreed period.
11.4. Practical Completion shall not be unreasonably withheld where the installation is safe, substantially complete and capable of its intended use.
11.5. Practical Completion shall not prejudice the Customer's rights regarding defective or incomplete Works.
11.6. Where the Customer prevents final commissioning or handover for reasons outside the Company's control, the parties shall agree a revised date. Any additional reasonable costs may be recoverable under Section 5.
12. WARRANTY – 12 MONTHS STANDARD
12.1. Unless expressly stated otherwise in writing, the Company provides a standard warranty of 12 months from the date of Practical Completion or commissioning, whichever occurs later.
12.2. The warranty covers defects in equipment supplied by the Company and defects arising from the Company's installation workmanship, subject to the terms below.
12.3. Where a defect covered by the warranty is identified during the warranty period, the Company shall, within a reasonable time and without charge to the Customer, repair or replace the defective item or remedy the defective workmanship as appropriate.
12.4. The warranty does not ordinarily cover faults or damage caused by:
12.5. Where a fault is found not to be covered by the warranty, the Company may charge reasonable inspection, attendance, labour and replacement-part costs, provided the Customer is informed of applicable charges before chargeable work is undertaken.
12.6. The Customer shall notify the Company promptly upon discovering a suspected fault and shall discontinue use where continued operation could be unsafe.
12.7. The Company recommends regular servicing and safety inspections in accordance with the equipment manufacturer's instructions and the specific requirements of the installation.
12.8. Failure to undertake recommended servicing shall not automatically invalidate the warranty. However, defects directly caused or materially contributed to by inadequate maintenance may be excluded from contractual warranty cover.
12.9. Any manufacturer's warranty exceeding the Company's standard 12-month warranty shall be identified where applicable and administered in accordance with the relevant manufacturer's terms.
12.10. The Company may offer extended warranty arrangements or maintenance contracts under separate written agreement.
12.11. This warranty is provided in addition to, and does not replace, restrict or exclude, any statutory rights available to the Customer.
13. SERVICING AND MAINTENANCE
13.1. Automated gates, barriers, bollards, turnstiles and associated equipment require periodic inspection and maintenance to remain safe and reliable.
13.2. The Customer is responsible for arranging appropriate ongoing servicing and safety checks after handover, in accordance with applicable legal obligations and manufacturer recommendations.
13.3. Unless expressly included within the quotation, routine servicing and preventative maintenance are not included within the standard installation price or warranty.
13.4. Maintenance agreements, where purchased, shall be subject to their own scope of works, service frequency and charges.
13.5. The Company may recommend that equipment be taken out of service where a safety defect is identified.
13.6. The Customer shall not operate equipment that has been identified as unsafe until appropriate remedial measures have been completed.
14. CANCELLATION AND BESPOKE EQUIPMENT
14.1. Requests to cancel an order must be submitted in writing.
14.2. For business customers, cancellation after acceptance of an order shall be subject to the Company's written agreement, unless the Customer has a legal or contractual right to cancel.
14.3. Where cancellation is permitted, the Company may recover reasonable costs and losses directly arising from the cancellation, including committed materials, bespoke manufacture, completed Works and unavoidable supplier charges, subject to applicable law.
14.4. Where equipment has been manufactured specifically to the Customer's requirements, the Customer acknowledges that it may have limited or no alternative resale value.
14.5. Any cancellation charges shall reflect reasonable actual losses and shall take account of costs avoided or amounts reasonably recoverable through alternative use or resale.
14.6. Where the Customer is a consumer, statutory cancellation rights shall apply where relevant. Goods made to the Customer's specifications or clearly personalised may be exempt from certain change-of-mind cancellation rights, but this does not remove statutory rights relating to defective goods or services.
14.7. Where consumer cancellation rights apply, the Company shall provide the required pre-contract information and cancellation instructions.
14.8. Nothing in this section prevents the Customer from exercising any legal right to cancel or terminate because of the Company's breach.
15. LIMITATION OF LIABILITY
15.1. Nothing in these Terms and Conditions shall exclude or limit liability for:
15.2. The Company shall be responsible for direct loss or damage caused by its breach of contract or negligence, subject to applicable law.
15.3. For business customers only, the Company shall not be liable for indirect or consequential commercial losses, such as loss of profit, loss of business or loss of anticipated savings, except where such exclusion would be unlawful or unreasonable.
15.4. For business customers only, and subject to Section 15.1 and applicable law, the Company's total aggregate contractual liability shall not exceed the total Contract price, unless a different limit is expressly agreed in writing.
15.5. The Company shall not be responsible for defects in existing structures, foundations, wiring or equipment outside its contracted scope, except to the extent caused or worsened by its own breach or negligence.
15.6. Nothing in these Terms and Conditions shall require a consumer to waive any right or remedy provided by law.
16. SUSPENSION AND TERMINATION
16.1. The Company may suspend Works upon reasonable written notice where:
16.2. Where a material breach is capable of remedy, the Company shall normally provide written notice and a reasonable opportunity to remedy the breach before terminating the Contract.
16.3. Where the Customer's actions cause a prolonged suspension, the Company may request a revised programme and reasonable arrangements for storage, payment and remobilisation.
16.4. Where termination lawfully occurs, the Customer shall pay for Goods and Works properly supplied and any reasonable, evidenced costs and losses recoverable under the Contract and applicable law.
16.5. Any deposits or advance payments shall be accounted for fairly, taking into consideration the Works performed, committed costs, losses avoided and applicable statutory rights.
16.6. Either party may exercise any additional termination rights available under applicable law.
17. CIRCUMSTANCES BEYOND REASONABLE CONTROL
17.1. Neither party shall be liable for a failure or delay in performing obligations to the extent directly caused by circumstances beyond its reasonable control, except that this clause shall not excuse payment obligations already due.
17.2. Such circumstances may include severe weather, flooding, fire, industrial disruption, government restrictions, major transport disruption or exceptional supply-chain interruptions.
17.3. The affected party shall notify the other party as soon as reasonably practicable and take reasonable steps to minimise the resulting disruption.
17.4. Where such circumstances cause a substantial delay, the parties shall discuss a revised programme and any necessary arrangements.
17.5. Where prolonged delay makes performance impracticable, either party may exercise any termination rights provided by law or expressly agreed under the Contract.
17.6. Any storage costs arising from such circumstances shall be dealt with under Section 6 and shall only be recoverable where reasonable, properly notified and permitted by applicable law.
18. THIRD-PARTY EQUIPMENT AND SERVICES
18.1. Where the Works involve equipment or services provided by third parties, the Company shall identify relevant responsibilities where practicable.
18.2. The Company shall not be responsible for failures of third-party systems outside its agreed scope, except where caused by its own defective design, integration, installation or other breach.
18.3. Any work required to correct defects in third-party systems may be subject to a separate quotation.
18.4. Where access-control equipment relies upon mobile networks, internet connectivity, third-party software or external services, the Customer shall be responsible for maintaining those services unless otherwise agreed.
18.5. Where GSM intercom systems are supplied, the Customer shall be responsible for obtaining a suitable SIM card, selecting an appropriate network provider and maintaining the necessary credit or contract, unless expressly included within the quotation.
19. HEALTH AND SAFETY
19.1. The Company shall comply with applicable health and safety legislation and relevant installation safety requirements.
19.2. The Customer shall cooperate with reasonable safety arrangements and provide relevant site-specific information.
19.3. The Company may suspend work where continuing would create an unacceptable risk to engineers, site personnel or members of the public.
19.4. The Customer shall ensure that persons under its control do not interfere with installation works, safety devices or restricted working areas.
19.5. Following handover, the Customer shall be responsible for the safe operation, inspection and maintenance of equipment under its control, without prejudice to the Company's legal responsibilities for the equipment and Works supplied.
20. COMPLAINTS AND DISPUTE RESOLUTION
20.1. Any complaint relating to Goods or Works should be submitted to the Company in writing, providing relevant details and supporting information.
20.2. The Company shall acknowledge complaints within a reasonable period and investigate them fairly.
20.3. Both parties shall endeavour to resolve disputes through good-faith discussion before commencing formal proceedings, where appropriate.
20.4. Nothing in this section prevents either party from seeking urgent legal relief or exercising statutory rights.
21. GOVERNING LAW AND JURISDICTION
21.1. These Terms and Conditions and any Contract arising from them shall be governed by the laws of England and Wales, subject to any mandatory legal protections applicable to the Customer.
21.2. For business customers, the courts of England and Wales shall have jurisdiction over disputes arising under the Contract, unless otherwise agreed in writing.
21.3. Consumer customers shall retain any mandatory rights concerning where legal proceedings may be brought.
22. GENERAL PROVISIONS
22.1. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in effect.
22.2. Failure by the Company to enforce a contractual provision shall not automatically constitute a waiver of its rights.
22.3. No amendment to an agreed Contract shall be binding unless agreed by both parties, except where a lawful variation mechanism expressly permits otherwise.
22.4. The Company may update its published Terms and Conditions from time to time. Updated terms shall apply to future Contracts and shall not retrospectively alter existing Contracts without the parties' agreement.
22.5. The Company shall process personal data in accordance with applicable UK data protection legislation and its published Privacy Policy.
22.6. Nothing in these Terms and Conditions shall confer rights on a third party except where required by law or expressly agreed.
23. RETENTION OF TITLE AND RECOVERY OF GOODS
23.1. Ownership of Goods
All Goods, materials, equipment and components supplied by Expert Security Systems UK Ltd shall remain the legal property of the Company until full and cleared payment has been received for those Goods, notwithstanding delivery, installation or commissioning, to the extent permitted by law.
23.2. Retention of Title
Until full payment has been received, the Customer acknowledges that legal title to the Goods remains with Expert Security Systems UK Ltd, subject to applicable law and any rights arising from the incorporation of Goods into land or buildings.
23.3. Customer Obligations
Until ownership has passed to the Customer, the Customer shall, where reasonably practicable:
23.4. Non-Payment and Right to Recover Goods
Where the Customer fails to make payment in accordance with the agreed contractual terms, Expert Security Systems UK Ltd reserves the right, subject to applicable law, to demand the return of Goods to which it retains legal title.
The Company shall provide written notice identifying the outstanding amount, the Goods concerned and a reasonable period within which the Customer may make payment or arrange their return.
23.5. Permission to Enter Premises
For business-to-business Contracts, the Customer agrees that, where payment remains outstanding following the expiry of the notice period referred to in Clause 23.4, it will provide Expert Security Systems UK Ltd and its authorised representatives with reasonable access to premises under the Customer's control for the purpose of inspecting and recovering identifiable Goods that remain the legal property of the Company.
Any access or recovery shall:
This clause does not authorise the Company to enter premises without lawful permission at the time of entry or to remove Goods where a court order or other legal authority is required.
23.6. Installed Equipment
Where Goods have been installed, fixed to land or buildings, or incorporated into other property, the Company's right to recover them shall be subject to applicable property law.
The Company shall not remove installed equipment unless it has established a lawful right to do so and removal can be carried out safely without unlawful damage or interference.
23.7. Recovery Costs
Where Goods are lawfully recovered due to the Customer's payment default, the Company may seek reimbursement of reasonable and evidenced costs directly incurred in connection with recovery, including transport, labour and storage, to the extent permitted by law.
23.8. Outstanding Debt
The exercise of any lawful recovery rights shall not prevent Expert Security Systems UK Ltd from pursuing outstanding sums or other remedies available under the Contract or applicable law.
Any proceeds or value realised from recovered Goods shall be accounted for appropriately to avoid double recovery.
23.9. Statutory Rights
Nothing in this section shall exclude, restrict or override statutory consumer rights, applicable property law or any legal requirement governing entry onto premises or recovery of Goods.
COMPANY DETAILS
Expert Security Systems UK Ltd
Registered Office: Suite 9, Rockfield House, 512 Darwen Road, Bolton, BL7 9DX
Company Registration Number: 8639192
VAT Registration Number: 169827357
Telephone: 0800 211 8413
Email: info@expertsecurityuk.co.uk
Website: www.expertsecurityuk.co.uk
Document Version: 1.0
Effective Date: 01.08.25
CUSTOMER ACKNOWLEDGEMENT
By accepting the Company's quotation or placing an order, the Customer confirms that these Terms and Conditions have been made available before entering into the Contract and form part of the agreement, subject to applicable law.