Terms and Conditions
EA Group UK Ltd Units 20-21 Bookham Industrial Park Church Road, Surrey, KT23 3EU

General Terms

All offers and bids, etc by EA Group (UK) Limited (“The Supplier”) and all contracts concluded with a Client/Customer (“The Customer”) shall be subject to and shall incorporate these terms and conditions which shall be governed by English Law and subject to the jurisdiction of the Courts of England and Wales. No amendment or variations to these terms and conditions shall be binding on EA Group (UK) Limited unless in writing, signed by a director of EA Group (UK) Limited and a duly authorised officer of the Client. These terms and conditions supersede all other oral and/or written communications, representations, agreements or undertakings and any such communications, representations, agreements and undertakings which are not expressly contained in these terms and conditions shall not be deemed incorporated herein. These conditions shall apply in respect of all contracts for the sale of Goods and supply of Services by The Supplier to the “Customer/Client” except where they are excluded or overridden by specific reference also overleaf. The “Customer” confirms that they have read and understood these Conditions and accepts them by placing an order and/or accepting delivery or installation and acknowledges that he relies on no other conditions nor any representation or collateral contract unless referred to on the face of this document.

Installation

1. The Supplier shall use its best endeavors to supply the Goods and/or perform the Services substantially as defined overleaf and on or about the date estimated, although some variation may be required resultant upon improvement of the product or changes in the Customer’s requirements, or any circumstances beyond the Supplier’s immediate control.

2. Delivery of Goods being supplied without services shall take place when they are released to the Customer at the Supplier’s premises unless agreed otherwise when risk (but not title) shall pass to the Customer who will then be responsible for insurance and carriage.

3. The Customer shall ensure that the Supplier has free access to site to install the Goods as appropriate and that all ancillary works are completed at its own costs satisfactorily and in due time to enable installation. If the Customer fails to provide a free and prepared site within 10 working days of notice that the Goods are ready for installation, then installation shall be deemed to be complete and payment due although the Supplier shall undertake physical installation when such a site is provided pending which the Goods shall be at the Customer’s risk and liable to a storage charge.

4. Installation of the Goods and/or the performance of other Services shall be complete when the Supplier notifies the Customer who does not properly protest within two working days. Defects which do not prevent substantial operation of the Goods shall not prejudice complete installation nor delay payment in full although the Supplier will remedy those defects within a reasonable time.

Passing of Title and Property

5. Despite delivery or installation, title of the Goods shall not pass to the Customer until payment in full (including the satisfaction of any cheque, promissory note or similar document) has been made for the supply and other amounts outstanding from the Customer to the Supplier in respect of this Contract. In the event of the Customer’s default in payment of any sums due or on it performing or allowing it to be taken any steps leading to bankruptcy or liquidation, the Supplier shall be entitled to repossess the Goods without prejudice to its continuing right to payment in full for the same plus the cost of uplift but less their value in the repossessed state. The Customer hereby irrevocably appoints the Supplier its attorney for the purpose of repossession and the entry and uplifting of the Goods with the use of such force as is reasonably necessary to achieve the same.

Warranty and Liability

6. The Supplier offers the following free of charge Warranty – for a period of 12 months following completion, and payment in full, of original installation/sale the Supplier will repair or replace defective Goods free of charge and use its best endeavors to remedy any defective Services provided that if on inspection it is found that the defective parts or their malfunctioning result from the act of any third party The Customer shall be responsible for the cost of repair or replacement at current prices.

7. The Customer acknowledges that due to the difficulty in attributing the precise causation and the implications of malfunction of the Goods or the results of the Services the Supplier cannot accept unrestricted liability for any failure of the same and accordingly the Customer accepts that the Supplier’s liability for its default on the failure of the Goods shall be as follows:

7.1. Unrestricted liability of death or personal injury arising from its negligence or that of its employees:

7.2. Otherwise a limited liability for default in contract, tort or otherwise, including negligence, for loss and damage up to the value paid by the Customer for the particular goods and Services concerned:

7.3. Provided that the Supplier shall have failed after reasonable notice to remedy the default in accordance with the Warranty:

7.4. And further provided that no claim shall be available in respect of any indirect or consequential loss including loss of business, revenue, profits and savings:

7.5. And that the Customer shall indemnify the Supplier against any claims by any third party in respect of losses caused by the Goods and/or Services beyond what the Supplier accepts as its liability in this paragraph.

Intellectual Property rights

8. The Customer acknowledges that in the course of the negotiation and performance of this Contract, it may become aware (in the form of drawings, specification, literature and other communications) of certain Intellectual Property Rights being confidential information, copyright, trademarks, and patents belonging to the Supplier and its associated companies and undertaking that it will not at any time during or after performance of this contract make any use whatsoever of such Intellectual Property Rights nor claim them for its own.

Maintenance Terms

General

1. The contractor shall restore to good working order any equipment failing to operate satisfactorily as a result of the failure of the contractor’s authorised representatives to exercise reasonable skill or by their negligence.

2. The Supplier has the right to increase the charges to the customer if the customer modifies or adds to the equipment covered under the maintenance contract detailed.

3. Work carried out under this agreement will not extend to any work made necessary or advisable as a result of weather conditions, any damage caused by unlawful or unauthorised entry, damage caused by misuse or riots, civil commotions, acts of war, malicious mischief, theft or terrorist activity.

4. The contractor shall not be liable for any loss, damage, injury or delay due to any cause beyond its control including (without prejudice to the generality of the foregoing expressions) acts of government, strikes, lockouts, fire, lightning, explosion, riots, civil commotions, acts of war, malicious mischief or theft.

5. The contractor reserves the right (1) to assign by written notice this agreement to any persons, firm or company and (2) to sub‐contract without notice any of the contractor’s duties

6. The Suppliers employees are not authorised to commit the supplier to any services not covered within the maintenance contract, unless authorised to do so by a senior member for the Suppliers management.

Termination

7. Any person’s firm or company (other than the contractor’s authorised representative) repairing or in any way interfering with the equipment installed by the contractor.

8. The customer failing to pay promptly any sums payable under this agreement

Payment Terms

 The Price of the Goods and/or the Services shall be as stated with the addition of VAT at the effective rate and others charges resultant upon variations and delays caused by the Customers requirements.

1. For small works and supply only sales, payment is required prior to delivery unless an account with E A Group (UK) Limited is in place.

2. For account customers our terms are strictly 30 days from date of invoice.

3. For major security installations a 50% deposit may be required prior to delivery of goods and commencement of works. Please refer to quotation for details. Payment on the due date is of the essence of this contract and unless otherwise provided overleaf shall be due immediately on invoice and shall be overdue 7 days after dispatch of the same when the Supplier shall be entitled to charge interest from invoice to payment at a rate calculated on a daily basis of 4% p.a. above the rate charged to the Supplier or working capital borrowing by its clearing bank during the overdue period.

4. For major door installations 20% of order value is due on approval of drawings. A further 60% of order value is due prior to dispatch from manufactured source. The client is welcome to visit the factory, at their own cost, prior to delivery. A final 20% of order value is due on completion. Failure to make final payment may result in warranty calls being delayed in their action. These conditions are also found on the body of your quotation.

5. The supplier reserves the right to increase prices of service set out in the maintenance contract to take account of the increase in cost of supply of the services. The Supplier will give the customer no less than one month’s notice of the increase becoming effective.

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