FSM Online Store Terms of Contract
1.0 In these conditions the following terms shall have the following meanings:
‘Company’ FSM Online is an online trading division of Fire Safety Managers Limited and therefore may be referred to in these terms and conditions as Fire Safety Managers Ltd / or FSM / or FSM Online
‘Consumer’ means an individual who is acting for the purposes of his or her business or profession.
‘Customer / Buyer’ means any person, a body of persons, firm or Company (acting in its own right or through any employee or agent) with whom the Company enters into a Contract for the sale of the Goods by the Company.
‘Contract’ means any Contract described in the above definition of ‘Customer’.
‘Goods’ means the products offered for sale by the Company and on its website www.fsmltd.net
Terms & Conditions apply to ALL Contracts
2.0 All Contracts between the Company and the Customer are subject to these terms and conditions which shall be deemed to be incorporated into any Contract between the Company and all of its Customers.
2.1 In the event of any conflict between these terms and conditions and any other terms and conditions whether expressed or implied, incorporated or referred to in any communication from the Customer throughout the ordering period, sales process and service delivery then these terms and conditions shall prevail and supersede that of the Customers. The Customer’s terms and conditions shall be excluded in whole for the length of the service contract with FSM.
2.2 The contract period in relation to the Service Agreement for the Basic Service Package is 12 months from either the signing date or the service delivery whichever is carried out last. If the service agreement is in relation to the Fully Comprehensive or Total Care Packages then the Service Agreement is for 2 years from either the signed agreement or service delivery whichever is last. Please see clause 3.4 for more information.
2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
Quotations for the Services section of the website will come under the terms and conditions clause 3.0 of the t & c’s of our service company Fire Safety Managers Ltd and will be bound by them. These can be found on the website www.fsmltd.net.
3.1 All goods are available ex-stock subject to goods being unsold at the time of the Buyer’s order. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business.
3.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time and usually within 3 days. Some items, if ordered before 2pm will be delivered next day and these items will be specified within the item description.
3.3 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges and expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 30 days.
3.4 The Buyer shall take delivery of the Goods within 7 days of the Company giving notice that the Goods are ready for delivery.
3.5 If for any reason the Buyer fails to accept delivery of any Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
3.5.1 Risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);
3.5.2 The Goods shall be deemed to have been delivered; and
3.5.3 The Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including , without limitation, storage and insurance).
4.1 All prices quoted are exclusive of:
4.1.1 VAT which will be added to the invoice at the standard rate; and
4.1.2 Delivery costs, which will be kept to a minimum to cover costs.
4.2 The Company reserves the right to vary the price payable by the Buyer at any time and without prior notice provided always that the Buyer shall be entitled to cancel the Contract in writing within 7 days of notification of any such variation. Without prejudice to the generality of the foregoing the Company may vary the price to take account of currency fluctuations which increase the cost of imported product any extra costs incurred due to cancellation, alteration, postponement or re-scheduling, or any increase in the cost of materials, labour or other costs (whether direct or indirect).
5.0 Once the order has gone through to checkout payment will be due immediately before the order processes any further.
5.1 FSM Online uses secure payment facilities through Barclaycard and possesses a SSL Certificate to security.
5.2 No payment shall be deemed to have been received until the Company has received cleared funds.
5.3 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
5.4 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cleared funds) all sums due to it in respect of:
6.2.1 The Goods; and
6.2.2 All other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.3.1 Hold the Goods on a fiduciary basis as the Company’s bailee;
6.3.2 Store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they will remain readily identifiable as the Company’s property;
6.3.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 Maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1 Any sale shall be affected in the ordinary course of the Buyer’s business at full market value;
6.4.2 Any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
6.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.7 The Buyer’s right to possession of the Goods shall terminate immediately if:
6.7.1 The Buyer has a bankruptcy order made against him or makes an arrangement with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or (being a body corporate) convenes a meeting of creditors, or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator of the Buyer or its directors or by a qualifying floating charge holder (as defined with paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.7.2 The Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
6.7.3 The Buyer encumbers or in any way charges any of the Goods.
6.8 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 5 shall remain in effect.
7.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
7.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received.
7.3 All items are held in stock and are available to purchase at the time of ordering. If however through the ordering process it becomes apparent that the item is no longer in stock then we will offer the customer an alternative or update them with the estimated arrival time of further stock. If the customer no longer requires the out of stock item then any monies that have been paid will be refunded to the customer.
8.1 Faulty Goods may be returned within 7 days of delivery with a valid reason for the return.
8.2 Returns after 7 days of delivery will not be accepted unless unused, undamaged and in the original packaging.
8.3 Goods validly returned for repair or replacement under warranty shall be at the expense of the Company.
8.4 All other Returns shall be at the expense of the Buyer.
9.1 A cancellation fee will be levied for the cost of materials and / or delivery costs incurred and we may calculate a reasonable profit margin depending on the cancellation reason and timescale to be paid by the Buyer.
9.2 No cancellation of specially purchased items can be accepted.
9.0 Any claims that any Goods or Services have been delivered damaged, are not of the correct quality, or do not comply with their description shall be notified by the Customer to the Company within 24 hours of their delivery.
9.1 Any alleged defect shall be notified by the Customer to the Company within 24 hours of the delivery of the Goods or Services or in the case of any defect which is not reasonably apparent on inspection within 24 hours of the defect coming to the Customers attention.
9.2 The Company shall be afforded reasonable opportunity to investigate any claims made under this condition and the Customer shall if so requested, in writing, inform the Company their intentions in promptly returning said Goods or Services back to the Company’s offices. The Goods or Services will be securely packed with packaging materials and carriage paid for by the Customer with an attachment letter detailing the subject of any claim and returned to the Company for examination and investigations.
9.3 The Company shall not have any liability with regard to any claim by the Customer that has been brought to the attention of the Company if the Customer has not complied with the correct claims procedure stated in clause 9.2 and met with these conditions.
Extent of Liability
10.0 The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or conditions of the Contract or any negligence, breach of statutory or other duty on the part of the Company or on any way out of or in connection with the performance or purported performance of or failure to perform this Contract except;
10.1.1 For death or personal injury resulting from the Company’s negligence; and
10.1.2 As expressly stated in these conditions.
10.2 If the Customer establishes that any Goods or Services have not been delivered, have been delivered damaged, are not of any correct quantity or do not comply with their description, the Company shall, at its option, replace with similar Goods or Services, or any Goods or Services which are missing, lost or damaged or do not comply with their description, allow the Customer credit for the item(s) invoice value or the repair of any Goods or Services.
10.3 If the Customer establishes that any Goods or Services are defective the Company shall, at its option, replace with similar Goods or Services or repair any defective Goods or Services, allow the Customer credit for the item(s) invoice value or to the extent that the Goods or Services are not the Company’s manufacture, assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods or Services to the Company.
10.4 The delivery of any repaired or replacement Goods or Services shall be at the Customer premises or other delivery point specified for the original Goods or Services.
10.5 Where the Company is liable in accordance with this condition in respect of some or some part of the Goods or Services, the Contract shall remain in full force and effect in respect of the other or other parts of the Goods or Services and no off set and effect in respect of any other or other parts of the Goods or Services and no off set or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods or Services.
10.6 No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the Goods or Services by any person except the Company.
10.7 The Company shall not be liable where any Goods or Services, the price of which does not include carriage, are lost or damaged in transit if the transit vehicle is not that of the Company’s and all claims by the Customer shall be made against the 3rd party carrier. Replacements for such lost or damaged Goods or Services will, if available, be supplied by the Company at the prices ruling at the date of dispatch.
10.8 In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods or Services.
10.9 Goods or Services supplied to the Customer cannot be returned unless the Customer obtains from the Company a returns authorisation note which will be sent via email or post once requested by the Customer. All returns will be made at the Customers risk and expense. The Company reserves the right to refuse Goods or Services returned if they are not intact in their original packaging, clean, unused, undamaged and re-saleable.
11.0 The Company will do all that is reasonably practical to carry out its commitments, however the Company shall not be liable for any delay, or other failure to perform any part of the Contract, as a result of any factor outside of FSM’s control, whether an Act of God or otherwise.
12.0 These Terms and Conditions shall be governed by and constructed in accordance with the Laws of England and Wales.
These Terms and Conditions clearly state the conditions of Contract and it is the Customer’s responsibility to read and ensure they are understood.