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.
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.