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Terms & Conditions

Unless otherwise agreed in writing, the following terms and conditions apply without exception to all sales by “Mere UK Ltd” trading as “The Door Access Company” to the Buyer.

1. SOLE TERMS. The Door Access Company’s sale is expressly limited to the terms herein and any additional or different terms or conditions on Buyer’s purchase order or any other instrument, agreement, or understanding are deemed to be material alterations and are rejected and not binding upon The Door Access Company. The Door Access Company’s acceptance of Buyer’s purchase order is expressly conditional upon the Buyer’s assent to the terms and conditions contained herein in their entirety. Buyer’s acceptance of delivery from The Door Access Company constitutes the Buyer’s acceptance of these terms and conditions in their entirety.

2. QUOTE/ PRICES. The Door Access Company may change the prices and specifications of all goods at its sole discretion and without any notice, with the exception that The Door Access Company’s quotation is firm only if the Buyer enters an order within the time specified on the quote or, if none be mentioned, 30 days. The Buyer must request shipment of the entire quantity of goods ordered within 12 months from date of order, otherwise, The Door Access Company’s standard prices at time of shipment may, at The Door Access Company’s option, apply to those quantities actually delivered, even if already invoiced. Unless explicitly stated, prices do not include installation, start-up, commissioning or maintenance. All tooling, designs, drawings, and other intellectual property produced or delivered hereunder are owned by the manufacturer of the relevant Goods.

3. PAYMENT. Unless otherwise expressly agreed in writing, all payments are due in the currency as stated on the invoice and shall be sent to the address specified on such invoice, unless otherwise stated in writing by The Door Access Company, and are due in The Door Access Company’s account within 30 days end of the month, following the date of invoice. To the extent permitted by law, disputes as to invoices are deemed waived 15 days following the invoice date. The Door Access Company reserves the right to correct incorrect invoices. The Door Access Company at all times reserves the right to evaluate Buyer’s credit standing, and, if Buyer fails to qualify for credit under The Door Access Company’s criteria, The Door Access Company may modify or withdraw credit terms without notice and require guarantees, security or payment in advance for further deliveries of goods and decline to make any shipments or deliveries, or perform any work, except upon receipt of payment for all amounts due. Invoices remaining unpaid after their due date may be subject to an interest charge at the lower of 2% per month or the maximum rate permitted by law, for each full or partial month that they remain unpaid. The Buyer will pay all costs of collection on unpaid amounts, including solicitors’ fees. These remedies are in addition to those available at law or in equity. The Buyer may not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from Resideo. This clause will survive expiration or termination of this Order.

4.1. Dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates.
4.2. We will use our reasonable commercial endeavors to ensure delivery and/or performance on the dates specified.
4.3. Where Products are delivered by a third-party carrier, We shall have no liability to you for any failure to deliver the products on or before any agreed time or date. Our maximum liability for any such failure shall be the charges paid to the carrier in respect of any such delivery.
4.4. Where Products are to be delivered in installments, each delivery shall constitute a separate and distinct contract, and failure by us to deliver, or any claim by you in respect of, any installment shall not entitle You to repudiate and/or terminate this Contract as a whole.
4.5. Where services are to be performed in stages, each separate stage shall constitute a separate and distinct contract, and failure by us to deliver, or any claim by you in respect of, any stage shall not entitle you to repudiate and/or terminate this Contract as a whole.
4.6. You shall have no right to reject products and/or services and shall have no right to rescind for late delivery and/or performance unless the due date for delivery and/or performance has passed and you have served on us a written notice requiring the contract to be performed and giving us not less than 14 days in which to do so and the notice has not been complied with.
4.7. We shall not be required to fulfill orders for Products and/or Services in the sequence in which they are placed.
4.8. You shall be responsible at your own cost for all arrangements to unload the Products when delivered to you.
4.9. You shall procure during normal working hours that we have free rights of access to the address for delivery for the purpose of delivering the products.
4.10. If You refuse to take delivery of any products and/or to allow the performance of the Services then We shall be entitled to withhold delivery and/or performance of any other Products and/or Services and to treat this contract as repudiated by you and shall have the right to rescind this contract. Should subsequent additional delivery charges be applied as a result of the above, these will be invoiced to you.
4.11. If the parties agree that the Products are to be collected from our premises then you shall collect the products within 3 working days of being notified that the products are ready for collection. If the Products are not collected by you within the specified period we may despatch the Products to you at your expense and risk and/or store the Products at your expense and risk until despatch and/or collection.
4.12. You may request written proof of delivery of the products by providing us with a verbal or written request for such proof. The form of any proof of delivery is at our sole discretion. Subject to our receipt of such request within 1 month of the date of delivery of the products, We shall use reasonable endeavors to provide such proof. We have no obligation to comply with requests received after 1 month of the date of delivery of the products.

4.13 We normally dispatch same day for orders placed and paid before 4 p.m. Monday to Friday with delivery the next day for the Mainland United Kingdom (except Scottish Islands and Highlands and Northern Ireland which normally take 48 Hours for delivery)

5. TAXES. The amount of any and all applicable taxes will be added to the price and paid by the Buyer, unless the Buyer has provided The Door Access Company with exemption certificates acceptable to the taxing authorities.

6. FORCE MAJEURE. The Door Access Company is not liable for any delay in production or delivery of goods if due to a force majeure event, which includes, among other things, inability or refusal by third party suppliers to provide The Door Access Company goods, parts, services, manuals or other information necessary to the goods to be delivered, shortages or inability to obtain materials or components, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any government that would limit The Door Access Company’s ability to perform, fire, earthquake, flood, severe weather conditions, or any other acts of God, quarantines, epidemics, pandemics, or other regional medical crises, labour strikes or lockouts, riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war (or imminent threat of same), or any other cause whatsoever beyond The Door Access Company’s reasonable control. If the force majeure event continues for longer than 90 days, either party may terminate the Buyer’s purchase order and the Buyer will pay The Door Access Company for work performed prior to termination and all reasonable expenses incurred by The Door Access Company as a result of such termination. In the event of delays in delivery or performance caused by force majeure or the Buyer, the date of delivery or performance shall be extended by the period of time The Door Access Company is actually delayed or as mutually agreed. If, for reasons other than the foregoing, The Door Access Company should default or delay or not deliver goods, the Buyer’s sole remedy against The Door Access Company is an option to cancel the Buyer’s purchase order, through prior written notice to The Door Access Company. The Door Access Company may make deliveries under any order in one or more shipments. The Door Access Company may terminate or suspend an order if there is a material breach by the Buyer and the Buyer fails to begin a cure within 10 calendar days after receipt of written notice.

7. CANCELLATION. If the Buyer shall at any time cancel any purchase order or other contract for the purchase of goods, or refuse to accept delivery of the goods, the Buyer shall be obliged to pay to the Seller the total contract price in respect of the goods save to the extent otherwise agreed in writing by the Seller.

8. The Door Access Company’s Trademarks. The Buyer shall only use The Door Access Company’s Trademarks in the specific form and manner provided by The Door Access Company to the Buyer and in strict conformity and compliance with any guidelines provided by The Door Access Company. The Buyer shall not utilize any The Door Access Company Trademark for any unauthorized purpose including, but not limited to, using any The Door Access Company Trademark as part of a corporate, business, or trading name, and shall not attempt to register or own in any country any The Door Access Company Trademark, any domain name incorporating in whole or in part any The Door Access Company Trademark or any name, trade name, domain name, keyword, mark or social or business networking/media account or identification name confusingly similar to any The Door Access Company Trademark. The Buyer recognizes the validity of The Door Access Company’s Intellectual Property and acknowledges that the same are the property of The Door Access Company and that no right, title or interest in The Door Access Company’s Intellectual Property will be transferred to the Buyer under these terms and conditions. The Door Access Company may revoke the Buyer’s right to use any The Door Access Company’s Trademarks at any time and in its sole and absolute discretion.

9. LIMITED WARRANTY AND LIMITATIONS. Products distributed by The Door Access Company are warranted by the third-party manufacturer or pursuant to the terms of the warranty included in the packaging, for products manufactured by The Door Access Company, for a period as defined by the third-party manufacturer or in such documentation included with such products. The Door Access Company assigns to the Buyer those warranties and only those warranties extended by such third-party manufacturers or vendors for non-The Door Access Company branded products and provides only those warranties included in the packaging for The Door Access Company manufactured products. The Door Access Company does not itself warranty any products other than those it manufactures (and then solely pursuant to the terms and subject to the limitations set forth in the documentation included with such products) and sells all other products only on an as is basis. THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. IN NO CASE SHALL THE DOOR ACCESS COMPANY BE LIABLE TO ANYONE FOR ANY PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF THIS OR ANY OTHER REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, OR UPON ANY OTHER BASIS OF LIABILITY WHATSOEVER, EVEN IF THE LOSS OR DAMAGE IS CAUSED BY ITS OWN NEGLIGENCE OR FAULT AND EVEN IF THE DOOR ACCESS COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. The Door Access Company does not represent that the products it manufactures or it sells may not be compromised or circumvented; that the products will prevent any personal injury or property loss by burglary, robbery, fire or otherwise, or that the products will in all cases provide adequate warning or protection. The Buyer understands and will cause its customers to understand that a properly installed and maintained alarm may only reduce the risk of a burglary, robbery or fire without warning, but it is not insurance or a guarantee that such will not occur or will not cause or lead to personal injury or property loss. CONSEQUENTLY, THE DOOR ACCESS COMPANY SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE OR OTHER LOSS BASED ON ANY CLAIM AT ALL INCLUDING A CLAIM THE PRODUCT FAILED TO GIVE WARNING. HOWEVER, IF THE DOOQR ACCESS COMPANY IS HELD LIABLE WHETHER DIRECTLY OR INDIRECTLY FOR ANY LOSS OR DAMAGE WITH RESPECT TO THE PRODUCTS IT SELLS, REGARDLESS OF CAUSE OF ORIGIN, ITS MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE OF THE PRODUCT UNDER THE SPECIFIC ORDER, WHICH SHALL BE FIXED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, AND SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST THE DOOR ACCESS COMPANY.

10. LIMITATION OF LIABILITY. (a) In no event shall The Door Access Company be liable for (i) any indirect, incidental, consequential loss; (ii) any loss arising from business interruption; (iii) loss of profits; (iv) loss of revenue; (v) loss of use of any property or capital; (vi) loss of anticipated savings; or (vii) loss of data. The Door Access Company shall not be liable for any loss or damage where that liability arises as a result of its knowledge (whether actual or otherwise) of the possibility of any such loss or damage. (b) The Door Access Company’s liability in respect of any purchase order or otherwise under these terms and conditions shall in no case exceed the contract price of the specific goods that give rise to the claim. (c) These exclusions and limitations on damages shall apply regardless of how the loss or damage may be caused and against any theory of liability, whether based in contract, tort, indemnity or otherwise. (d) The Buyer shall indemnify The Door Access Company against claims, damages, losses, costs and expenses incurred by The Door Access Company as a result of either claims made against The Door Access Company by third parties arising out of the combination or use of the goods with any incompatible ancillary products that may be connected to the goods or any other matter for which The Door Access Company would not be liable to the Buyer under these terms and conditions. (e) the Buyer agrees to limit its liability to its customers to the fullest extent permitted by law. Neither party seeks to exclude or restrict its liability for (i) death or personal injury resulting from gross negligence; (ii) fraud; (iii) or any matter in respect of which, by law, it is not permitted to restrict its liability. (f) Buyer acknowledges that The Door Access Company has no obligation to provide any form of cybersecurity or data protection relating to the operation of the goods, software or the network environment in which goods or software are sold.

Whilst we make reasonable efforts to keep the information up to date and correct, The Door Access Company makes no representations or warranties of any kind, express or implied about the completeness, accuracy, reliability, suitability or availability with respect to the The Door Access Company websites or the information, products, services or related graphics contained on these websites for any purpose. Any reliance you place on such material is therefore strictly at your own risk.
The Door Access Company will not be liable for any false, inaccurate, inappropriate or incomplete information on its websites.

Although every effort is made to keep its websites up and running smoothly, due to the nature of the internet and the technology involved, The Door Access Company takes no responsibility for and will not be liable for its websites being temporarily unavailable due to technical issues (or otherwise) beyond its control or for any loss or damage suffered as a result of the use of or access to, or inability to use or access its websites whatsoever.

Certain links on our websites will lead to other websites and resources which are not under the control of The Door Access Company. When you activate these you will leave the The Door Access Company website. The Door Access Company accepts no liability in respect of materials, products or services available on any third party website.

11. CONFIDENTIAL INFORMATION means any non-public information of a party, such as proprietary technology, trade secrets, know-how, methods of operations, marketing data and sales programs, market studies and trends, financial information, pricing policies, vendor and customer lists, buying partners, Point of Sales reports and other information relating to the business, products, purchases or sales of a party or any of its suppliers or customers. The Buyer acknowledges and agrees that The Door Access Company may use the Buyer’s Confidential Information to perform its obligations under these terms and conditions as they apply to the current or contemplated business relationship and may disclose such information to persons on a need to know basis to perform such obligations, provided such persons are bound by written confidentiality restrictions no less stringent than those contained herein. The Door Access Company retains the right to utilize any and all data and information that is collected, generated, processed or transmitted by or through the products and all product related data and information provided or transmitted to The Door Access Company regarding the operation or performance of the products in an anonymized form for any business purpose, including product, software or service development, marketing or sales support or other analytics. To the extent that The Door Access Company does not own, is not licensed, or does not enjoy sufficient usage rights over any such product related information or data, the Buyer grants The Door Access Company and its affiliated companies (or shall procure for The Door Access Company and its affiliated companies the grant of) a perpetual right to use and make derivative works from such information and data for any lawful purpose.

12. RECOMMENDATIONS. Any recommendations or assistance provided by The Door Access Company concerning the use, design, application, or operation of the goods shall not be construed as representations or warranties of any kind, express or implied, and such information is accepted by the Buyer at the Buyer’s own risk and without any obligation or liability to The Door Access Company. It is the Buyer’s sole responsibility to determine the suitability of the goods for use in the Buyer’s application(s). The failure by The Door Access Company to make recommendations or provide assistance shall not give rise to any liability to The Door Access Company.

13. LAWS. a) Buyer will comply with all applicable laws, regulations, and ordinances of any governmental authority in any country having proper jurisdiction, including, without limitation, those laws of the United Kingdom or other countries that regulate the import or export of the goods provided by The Door Access Company and shall obtain all necessary import/export licenses in connection with any subsequent import, export, re-export, transfer, and use of all goods, technology, and software purchased, licensed, and received from The Door Access Company. Unless otherwise mutually agreed in writing, the Buyer agrees that it will not use the goods in connection with any activity involving nuclear fission or fusion, any use or handling of any nuclear material, or any nuclear, chemical, or biological weapons. b) Goods and services delivered by The Door Access Company hereunder will be produced and supplied in compliance with all applicable laws and regulations in the United Kingdom. Buyer confirms that it will ensure that all goods are properly installed and used in accordance with the Health and Safety at Work Act 1974, and the Buyer will indemnify The Door Access Company in respect of any costs, claims, actions or liability arising out of that Act, or otherwise arising out of the supply by the Buyer or use by others of the goods.

14. PRECLUSION AGAINST OFFSET The Buyer shall not set offset any invoiced amount against any amount due or to become due from The Door Access Company to the Buyer or its affiliates.

15. WEEE a) Prices do not include the costs of recycling goods covered by the European WEEE Directive 2002/96/EC and such costs may be added to the prices quoted. b) Unless a charge has been made therefore under section 15 a) above, if the provisions of the WEEE Directive 2002/96/EC as implemented in any local jurisdiction apply to goods, the financing and organisation of the disposal of the waste electrical and electronic equipment are the responsibility of the Buyer who herewith accepts this responsibility, and the Buyer will indemnify The Door Access Company in respect of all such liabilities. The Buyer will handle the collection, processing and recycling of the goods in accordance with all applicable laws and regulations and shall pass on this obligation to the final user of the goods. Failure by the Buyer to comply with these obligations may lead to the application of criminal sanctions in accordance with local laws and regulations.

16. APPLICABLE LAW. English law will govern, excluding its provisions on conflict of laws. The English courts will have exclusive jurisdiction to adjudicate any dispute related to these terms and conditions.

17. INDEMNIFICATION. Buyer shall indemnify The Door Access Company for all costs and damages, including attorneys’ fees, suffered by The Door Access Company as a result of the Buyer’s actual or threatened breach of these terms and conditions.

18. MISCELLANEOUS. These terms and conditions constitute the entire agreement of The Door Access Company and the Buyer, superseding all prior agreements or understandings, written or oral, and cannot be amended except by a mutually executed agreement in writing. The Buyer may not assign any rights or duties hereunder without The Door Access Company’s written prior consent. The Door Access Company may subcontract its obligations hereunder without the Buyer’s consent. No representation, warranty, course of dealing, or trade usage not contained or expressly set forth herein will be binding on The Door Access Company. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of these terms and conditions. No failure by The Door Access Company to enforce at any time for any period the provisions hereof shall be construed as a waiver of such provision or of the right of The Door Access Company to enforce thereafter each and every provision. In the event any provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions shall not be affected and, in lieu of such provision, a provision as similar in terms as may be legal, valid, and enforceable shall be added hereto. Provisions herein which by their very nature are intended to survive termination, cancellation, or completion of the Buyer’s order after acceptance by The Door Access Company shall survive such termination, cancellation, or completion. All stenographic and clerical errors are subject to correction. These terms and conditions shall confer no benefit on any third party or the right to enforce any term or condition under the Contracts (Rights of Third Parties) Act 1999.

19. OUT OF STOCK. UNAVAILABLE PRODUCTS. The Door Access Company accepts no liability for loss of customer earnings due to out-of-stock products or delays in order fulfilment. The Door Access Company will always attempt to contact the customer in the event of stocking or order fulfilment issues through the customer-supplied contact information. However, in the event of no communication with the customer orders maybe be sent partially completed. In the event of out-of-stock/not-available product situations, there shall be no substitution of products within the order without the express authorization of the customer. Out-of-stock/not available product situations may be a basis for cancellation of the sales contract and/or refund and any other appropriate remedies but these are at the sole discretion of “The Door Access Company”. Partial and full refunds may take up to 10 working days to complete.

February 2023