Terms & Conditions

1.1 Definitions. In these Conditions, the following definitions apply: “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. “Conditions” means the terms and conditions set out in this document. “Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. “Customer” means the person or firm who purchases the Goods from the Supplier. “Force Majeure Event” has the meaning given in Clause 10. “Goods” means the goods (or any part of them) set out in the Order. “Order” means the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be. “Specification” means any specification for the Goods, including any related plans and drawings that are agreed in writing by the Customer and the Supplier. “Supplier” means Solidor Limited (registered in England and Wales with company number 05433881). “Supplier Branding” means such of the Supplier’s logos, brands and/or content as the Supplier from time to time makes available to the Customer.

2.1 These Conditions apply to the Contract to the exclusion of all and any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

3.1 The Goods are described in the Supplier’s catalogue as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This Clause 3.2 shall survive termination of the Contract.

4.1 The Supplier shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.1 Subject to Clauses 5.3 and 5.6, the Supplier warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with their description and any applicable Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be fit for any purpose held out by the Supplier.
5.2 Subject to Clauses 5.3 and 5.6, the Supplier warrants that all doors, door frames, glass and high security locking systems that comprise the Goods or part of the Goods shall for a period of 10 years from the date of delivery:
5.2.1 conform in all material respects with their description and any applicable Specification;
5.2.2 be free from material defects in design, material and workmanship; and
5.2.3 be fit for any purpose held out by the Supplier.
5.3 The warranties at Clauses 5.1 and 5.2 shall only apply to Goods (or component parts of Goods) that are manufactured by the Supplier. If any Goods (or component parts of Goods) are not manufactured by the Supplier, the Supplier will use reasonable endeavours to pass on to the Customer the benefit of any applicable manufacturer’s warranty, provided that the Supplier’s liability in respect of any such Goods (or component parts of Goods) shall be limited to such amounts as the Supplier is able to recover from the relevant manufacturer.
5.4 Where the Customer adapts or modifies the Goods or combines them with other goods not supplied by the Supplier:
5.4.1 the Supplier shall use all reasonable care and skill in undertaking the same; and
5.4.2 the warranties at Clauses 5.1 and 5.2 shall not apply to, and the Supplier shall have no liability to the Customer in respect of, any defect or deterioration that can be reasonably attributed to the adaptation or modification of the Goods or their combination with other goods not supplied by the Supplier.

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 the Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in Clause 8.2; and
6.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.

7.1 The price of the Goods shall be the price set out in the Supplier’s quotation or the Supplier’s written acceptance of the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
7.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.2.1 any factor beyond the Supplier’s control (including any increases in labour, materials and other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4 The price of the Goods is exclusive of amounts in respect of value added tax (“VAT”). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

8.1 If the Customer becomes subject to any of the events listed in Clause
8.2 the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2.1 For the purposes of Clause 8.1, the relevant events are: if any encumbrancer takes possession of or a receiver, administrative receiver or similar officer is appointed over any of the property or assets of the Customer or if the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation or has a resolution for its winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the Customer) or anything analogous to any of these events under the law of any jurisdiction occurs in relation to the Customer or if the Customer ceases or threatens to cease to carry on business.

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

The Supplier shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond the Supplier’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fres, foods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

Intellectual Property Rights
11.1 All intellectual property rights created by or on behalf of the Supplier in connection with the Contract shall be and remain the property of the Supplier and the Customer shall do everything necessary to ensure the Supplier has the benefit of this Clause
11.1.1 Use of the Supplier’s branding and logo
11.2 The Supplier grants to the Customer a non-exclusive, personal, royalty free, non-transferable right and licence to use the Supplier Branding in connection with onward sales of the Goods by the Customer, provided that the Customer shall:
11.2.1 comply at all times with any Supplier Branding usage requirements and/or guidance issued by the Supplier from time to time;
11.2.2 obtain the Supplier’s prior written approval in respect of all of its use of the Supplier Branding and only use it in such prior approved form;
11.2.3 under no circumstances use the Supplier Branding in connection with any goods other than the Goods (including modifications to the or additions to the Goods) in such a manner as may cause any person to believe that such goods were manufactured by the Supplier;
11.2.4 not imply any endorsement of the Customer by the Supplier or otherwise lead any person to believe that the Customer is acting in partnership with the Supplier; and
11.2.5 not do anything which may be detrimental to the reputation, image or goodwill of the Supplier.
11.3 The Customer shall make it clear in all correspondence and other materials that it is using the Supplier Branding under licence from the Supplier. All the Customer’s use of the Supplier Branding, and all goodwill arising from such use, shall be for the benefit of the Supplier and the Customer shall assign such goodwill to the Supplier promptly on request to do so.
11.4 The Supplier may revoke the licence granted at Clause 11.2 at any time at its sole discretion. Assignment and other dealings
11.5 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.6 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

WAIVER
11.12 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

THIRD PARTY RIGHTS
11.13 A person who is not a party to the Contract shall not have any rights to enforce its terms.

VARIATION
11.14 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.