Terms and Conditions of Sale

Terms and Conditions of Sale (“Conditions”) of Paragon Protection Systems Ltd whose principal place of business is The Steading, Inchcoonans, Perthshire, PH2 7RB, company registration number SC513620

These Terms will apply to any contract between us for the sale of Goods and/or Services (“Products”) to You, Our Customer (“Contract”). Please read these Terms carefully and make sure that You understand them, before ordering any Products from Us. If you refuse to accept these Terms, You will not be able to order any Products from Us. Any terms and conditions that You purport to apply under any purchase order, confirmation order or any other document will not apply to the Contract.

1. Interpretation

1.1 These Conditions apply to all contracts with Customers (“Customer” “You” “Your/s”) for the supply of goods (“Goods“) and the provision of services (“Services“) by Paragon Protection Systems Ltd. (“Supplier” “Us” “Our/s” “Zappshelter” “PPS” “We”).

1. 2 In these terms and conditions a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. Basis of Contract

2.1 Orders for Goods and/or Services may be placed in writing, by telephone or by email, but in all cases will be subject to these terms and conditions.

2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by Us in relation to the subject matter of the Contract which are not set out in the Contract including brochures, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and You acknowledge, in respect of each of the foregoing, that You have not relied on the same).

2.3 We reserve the right to make changes to the Goods and/or Services necessary to comply with applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.

2.4 We reserve the right to revise and amend these Conditions from time to time. You will be subject to any of Our policies and Conditions in force at the time that You place Your Order with Us and You confirm that by entering into a Contract with Us, You have the authority to do so.

2.5 Business cases or other quotations, provided by Us (whether written or oral) do not constitute offers and are subject to withdrawal without notice and will automatically lapse on the date set out on the quotation unless otherwise agreed by in writing.

3. Price/Payments and Credit Terms

3.1 The price for the Goods and/or Services will be as specified in Our catalogue, on Our website or as notified to You. VAT will be charged in addition.

3.2 You shall pay in full for the Goods and/or Services before We despatch the Goods or provide the Services to You unless We agree otherwise.

3.3 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies We may have, set off any amount owing to Us by You against any amount payable by Us to You.

3.4 We do not offer any credit facilities to Our Customers on the rare occasions where We may agree to do so, You shall pay Us the price quoted by the method agreed by us no later than the date that We specify following delivery of Goods/performance of Services (as applicable) unless otherwise agreed in writing by Us.

3.5 We may, in Our absolute discretion, decline any application for a credit account and We are not obliged to give any reason for such decision.

3.6 In the event that We agree credit terms with You, We may, in Our absolute discretion, and without liability to You, at any time and without notice:

3.6.1 withdraw your credit account;
3.6.2 reduce Your credit limit or
3.6.3 bring forward Your due date for payment, and in doing so We may withdraw from a contract (even after acceptance by Us), or delay delivery under it, consistent with any change in your credit position.

3.7 By placing an order with Us or applying for a credit account, You:

3.7.1 consent to Us carrying out such credit referencing and other due diligence as it considers appropriate on an ongoing basis; and
3.7.2 agree that you shall, on request, provide Us with any and all information reasonably We reasonably request in relation to your business operations and/or finances in order to ascertain your creditworthiness.

3.8 If you fail to pay Us in full in accordance with clause 3.5,3.6 or 3.8 (as applicable):

3.8.1 We may suspend or cancel future deliveries of Goods and/or provision of Services under any contract; and
3.8.2We may cancel any discount offered to You.

3.9 You shall pay Us interest and compensation calculated in accordance with the Late Payment of Commercial Debts. You do not have the right to set off any money You may claim from Us against anything You may owe Us. While You owe money to Us, We shall have a lien on Your property in Our possession.

4. Specifications

4.1 Where We supply Goods or Services in accordance with your specifications, drawings, instructions or design (“Specification”), You shall ensure that the Specification is in writing, is accurate and is provided in good time in order for Us to fulfil Your order.

4.2 Any samples, drawings or illustrations or other specifications of goods contained in our brochure or website or otherwise provided to You, are produced solely to give You a guide in respect of the Goods they describe or depict. We shall not be liable for any variation to the Goods which are produced, including, but not limited to, any variation of the design, structure, colour or shade of the Goods.

4.3 Where We agree to add any of your branding or logo to any of the Goods, You must confirm Your acceptance of the positioning, sizing and appearance of such branding or logo prior to Us undertaking any work on Your behalf. We accept no liability for any Goods where You have signed off the relevant documentation and You agree to pay in full for those Goods. You agree to indemnify Us in full for all costs and liabilities that We may incur in the event that Your use of any branding or logo infringes the rights of any third party.

5. The Goods

5.1 All conditions warranties, terms undertakings and obligations implied by statute, common law, custom, trade usage or otherwise including in relation to correspondence with any contract descriptions, correspondence with any samples provided, fitness for purpose or quality are, to the extent permitted in law, excluded.

5.2 We will rectify defects affecting the Goods within the United Kingdom, which are clearly attributable to material or manufacturing faults, provided that they are reported promptly and in accordance with the terms of this clause 5 and in any event and within the relevant number of years of the date of invoice as is notified to You in advance, in the event that no such notification is given the Zappshelter 5000 range including the shelter steel structure and its membrane cover, membrane end walls and membrane joining strips has a 5 year warranty, and the Zappshelter 3000 range including the shelter steel structure and its membrane cover, membrane end walls and membrane joining strips has a 1 year warranty (the “Warranty Period”). Following the expiration of the Warranty Period, We will have no liability under this warranty to cover any replacement costs relating in any way whatsoever to damage, repair or replacement of the Goods. Where You install the Goods at Your premises, in order to benefit from the Warranty set in this cluse 5, You must take no fewer than ten (10) clear photographs of the installed Goods from all angles as We may reasonably require and send them to Us within 7 working days from the date of installation. We will provide full details of the appropriate location for the photographs upon request. Where We provide containers, concrete blocks and other such items, these are expressly excluded from any warranty that We may give to You.

5.3 If You have installed the Goods, this warranty does not apply to defects or damage resulting from:

5.3.1 improper use or installation and/or use or installation not in accordance with the Company’s instructions;
5.3.2 improper or inadequate maintenance;
5.3.3 unauthorised modification or alteration of the Goods;
5.3.4 neglect, misuse or abuse of the Goods;
5.3.5 exposure to corrosive elements or incompatible products;
5.3.6 normal wear and tear;
5.3.7 wear and tear caused by multiple installations and dismantling;
5.3.8 incorrect storage or handling;
5.3.9 failure of support components supplied by others;
5.3.10 failure of support components such as posts, walls, steelwork, existing buildings and shipping containers;
5.3.11 foundation or anchorage failure;
5.3.12 freak acts of nature;
5.3.13 items or goods inside or near the Goods;
5.3.14 Explosions, sabotage, accident, embargoes, riots, civil commotions, terrorist activities, acts of war (whether declared or undeclared), and war (whether declared or undeclared).
5.3.15 Vandalism or intentional damage whether by the Customer, its associates or a third party. (together, the “Warranty Exclusions”).

5.4 If We have installed the Goods on Your behalf , this warranty does not apply to defects or damage resulting from:

5.4.1 improper use
5.4.2 improper or inadequate maintenance;
5.4.3 unauthorised modification or alteration of the Goods;
5.4.4 neglect, misuse or abuse of the Goods;
5.4.5 exposure to corrosive elements or incompatible products;
5.4.6 normal wear and tear;
5.4.7 wear and tear caused by multiple installations and dismantling beyond the initial installation by the Company;
5.4.8 incorrect storage or handling;
5.4.9 failure of support components supplied by others;
5.4.10 failure of support components such as posts, walls, steelwork, existing buildings and shipping containers;
5.4.11 foundation or anchorage failure unless the work for this was undertaken by the Company;
5.4.12 freak acts of nature including abnormally high wind speeds and unusually heavy snow;
5.4.13 items or goods inside or near the Goods;
5.4.14 Explosions, sabotage, accident, embargoes, riots, civil commotions, terrorist activities, Acts of war (whether declared or undeclared), and war (whether declared or undeclared).
5.4.15 Vandalism or intentional damage whether by the Customer, its associates or a third party. (together, the “Warranty Exclusions”).

5.5. Notwithstanding the Warranty Exclusions listed in clause

5.4, should any of the Good’s components be found to have manufacturing defects under normal use, We will repair those defects or replace the component at Our absolute option provided that such defect has been reported to Us within the Warranty Period, this includes, but is not limited to, deterioration or failure of steel arches, steel bottom rails, bracing, fixings and fabric cover.

5.6. We may at Our discretion agree to repair or replace the Goods (or any of its components) where the damage or defect was caused by any of the listed Warranty Exclusions. Where We do not accept the Warranty Claim, the Customer shall pay all of Our reasonable costs including travel to inspect the Goods and time spent undertaking any investigative work that is required as a consequence of the Customer’s claim.

5.7 We shall not be required to complete any work, repairs or replacement under this warranty (the “Warranty Work”) until the You have paid any pro rata liability or cost obligations arising from this warranty or as long as You are in default of any arrangements with Us whether related to the Goods or any other agreement.

5.8 All replacement parts are shipped within the United Kingdom and are ex-works for other destinations.

5.9 Any rectifications, part repairs or replacements undertaken by Us under this warranty neither extend the Warranty Period nor set in motion a new Warranty Period.

5.10 If You intend to make a claim under this warranty (a “Warranty Claim”), You must notify Us in writing within three (3) working days of the damage or defect being identified.

5.11. To make a Warranty Claim, You must comply with the provisions of clause 5.12 failing which the warranty shall not have been activated and We may refuse all or any part of a subsequent warranty claim.

5.12. You must co-operate with all Our reasonable requests and provide the following:

5.12.1 Detailed description of the alleged defect or damage;
5.12.2 The cause of the defect or damage (if known);
5.12.3 If the Goods were installed by You, ten (10) good quality detailed photographs taken from all angles at the time of installation;
5.12.4 If the Goods were installed by You, evidence of correct installation;
5.12.5 Any additional photographs and close-up photographs as You may think fit or as We may request;
5.12.6 Access to any property on which the Goods are situated and authorisation to remove any damaged or defective parts to allow further investigations and testing to be carried out.

5.13. Once We have notified You that We have received Your Warranty Claim, You must immediately return the defective parts to an address indicated by Us at Your expense, unless it is practically or technically impossible to do so or there is a serious risk of damage in transit.

5.14 If the defective part cannot be returned in accordance with clause 15, We will either visit the location of the Goods or review the information You have supplied under clause 5.12, as soon as practicable after We have notified You of the receipt of Your Warranty Claim in order to inspect, test and arrange any remedial work.

5.15 In the case that the Warranty Claim has not been proven to Our satisfaction or it being determined that the Warranty Claim falls outside the terms of this warranty You shall pay to Us the reasonable expenses incurred by Us or Our representative, in visiting the location, inspecting, investigating and reporting on the claim. If the Goods or any parts of it were removed from Your premises for these purposes, We shall be entitled to exercise a lien on the Goods or any parts of it until such expenses have been paid to Us.

5.16 The benefit of the warranty provided under may not be transferred or assigned by You unless We agree in writing.

6. Intellectual Property Rights

6.1 The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party

6.2 The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Us in pursuance of a Contract shall remain vested in Us or those parties who have granted Us a licence to use the Intellectual Property Rights, unless specifically agreed otherwise in writing at the time of entering into the Contract.

6.3 You acknowledge that all intellectual property rights in any design specifications, data sheets, test results or any other documentation supplied by Us relating the Goods shall remain with Us and You shall indemnify Us against all damages, penalties, costs and expenses in relation to any unauthorised use by You of such rights. For the purposes of this clause 6, “Intellectual Property rights” means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or will subsist in the future in any part of the World.

7. Cancellation

7.1 We may suspend or cancel the Contract or any part of it, by written notice if:

7.1.1 You fail to pay Us any money when due (under the Contract or otherwise);
7.1.2 You suffer an Insolvency Event.

7.2 Subject to clause 7.2, You may only cancel the Contract or any part of it if We agree in writing and, in such circumstances, You shall pay Us the sums due for costs incurred up to cancellation, including:

7.2.1 any material, processing and manufacturing costs;
7.2.2 the price of bespoke Goods and/or Services;
7.2.3 costs of failed delivery attempts; and
7.2.4 any other costs related to the Contract which We have incurred.

7.3 “Insolvency Event” means if You go into liquidation or a winding up petition is presented in respect of you (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by You, Your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of Your assets of You propose to enter or make any arrangement or composition with Your creditors or make an application to a court for the protection of Your creditors in any way, are otherwise unable to pay Your debts (within the meaning of any relevant insolvency law) or are the subject of any similar event in any jurisdiction;

8. Delivery

8.1 We shall use reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services.

8.2 If You accept delivery of the Goods or performance of the Services after any estimated delivery or performance time given by Us, delivery or performance will be deemed to have been in accordance with the Contract.

8.3 Delivery will be deemed to have taken place:

8.3.1 when We notify You that the Goods may be collected from Us; or
8.3.2 when We have delivered them to the agreed delivery address.

8.4 We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods

8.5 You must notify Us immediately of any discrepancy, shortfall or damage to the Goods supplied. Any claim in respect of the same must be made to Us within three days of delivery or collection.

8.6 After delivery of the Goods, where You, or any third party on Your behalf, installs the Goods, You must as soon as practicable after installation, provide no fewer than 10 detailed photographs demonstrating that the Goods have been installed correctly and with full adherence to any instructions that We have given or where no instructions have been given, good practice. In the event that You do not comply with this clause  8.6, You shall not be entitled to the benefit of any warranty under clause 5.

9. Title and risk

9.1 Where We provide Goods, title to the Goods shall pass to You when We have received all sums due to Us under this Contract or any other Contract that You have with Us.

9.2 The Goods are at Your risk from the time of delivery in accordance with clause 9.

9.3 Until the date on which title to the Goods passes to you in accordance with clause 9.1, all Goods shall remain Our property and:

9.3.1 You shall store them at your own cost separately from all other goods so that they are clearly identifiable as Our property
9.3.2 you shall insure them and keep them insured for the full amount due to Us (against the risks for which a prudent owner would insure them) with a reputable insurance company and ensure Our interest is noted on the policy,
9.3.3 if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Us;
9.3.4 hold the Goods on a fiduciary basis as Our bailee;
9.3.5 except as permitted by clause 9.3.10 not incorporate the Goods into any other items;
9.3.6 save as permitted by clause 9.3.10 not sell or purport to sell to Goods to a third party;
9.3.7 not create or purport to create any lien, charge or other encumbrance over or otherwise affecting the Goods;
9.3.8 notify Us immediately if you become subject to an Insolvency Event;
9.3.9 hold on trust for Us any proceeds of sale of the Goods on trust in a trust account separate from other monies; and
9.3.10 You may use the Goods and sell them in the ordinary course of your business, but you may not use or sell the Goods if: (i) We revoke that right (by informing you in writing); or (ii) You become subject to an Insolvency Event.

9.4 We may, where title to the Goods remains Us, recover and resell the Goods and You now grant to Us an irrevocable licence to enter any premises owned and/or controlled by You in order for Us to:

9.4.1 at any time, inspect the Goods; and/or
9.4.2 after your right to use and sell the Goods has ended in accordance with clause 9.3.13, remove them.

9.5 If you fail to pay any sums owed to Us for Goods or Services provided by the due date for payment in accordance with a relevant invoice, notwithstanding Our retention of title to the Goods under this clause 9, We have the right to take legal proceedings to recover the price of Goods/Services supplied together with interest.

10. Force Majeure

10.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract where such failure or delay is caused by a Force Majeure Event.

10.2 If We are unable to perform Our obligations to You under this Contract (or are only able to perform them at unreasonable cost) because of a Force Majeure Event, We may, without liability to You, cancel or suspend any of Our obligations to You on giving You notice. If the Force Majeure Event continues for a period of 90 days, You may terminate the Contract on notice and without liability.

11. Limitation of liability

11.1 Nothing in these Conditions shall limit or exclude Our liability for:

11.1.1 death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors (as applicable); or
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 any matter in respect of which it would be unlawful for Us to exclude or restrict liability.

11.2 Subject to clause 11.1:

11.2.1 We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
11.2.2 Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the Goods and/or Services or £25,000 whichever is the lower sum.

11.3 You are responsible for ensuring that:

11.3.1. the Specification is complete, accurate and fit for Your purposes; and
11.3.2. the Services provided are suitable for Your purposes.

11.4 We shall have no liability for fair wear and tear, wilful damage, negligence or alteration or repair of the Goods without our prior approval.

12. General

12.1 Any waiver of a part of the Contract is binding only if it is made in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.

12.2 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed Us.

12.3 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any
way.

12.4 In order to perform this We may need to disclose Your personal information to relevant third parties. We shall comply with all relevant data protection legislation. All personal data shall be processed in accordance with Our Privacy Policy as amended from time to time

12.5 If any of these clauses are found invalid, illegal or unenforceable it will not affect the enforceability of any other clause and if it would be enforceable if amended, it will be treated as so amended and the amended clause will be deemed incorporated herein.

12.6 No contract between You and Us will create any right enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, or otherwise, by any person other Us and Our permitted assignees
and You.

12.7 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the contract to any third party. You shall not, without Our prior written consent assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.

12.8 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and subject to the jurisdiction of the English courts where Your invoice address is in England and Scottish law and subject to the jurisdiction of the Scottish courts in all other cases.

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