| 1. |
INTERPRETATION |
| 1.1 |
In these Conditions: "Buyer" means the person who accepts a quotation of the Seller for the sale of the Goods and Services or whose order for the Goods and Services is accepted by the Seller. "Goods and Services" means Training Courses, Training Materials, Training Qualifications or other Goods and Services (including any instalment) which the Seller is to supply in accordance with the Conditions. "Seller" means the Security Industry Training Organisation Limited hereafter referred to as SITO. "Subscribing Member" means a subscribing member of the Seller. "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. "Contract" means the contract for the purchase and sale of the Goods and Services. "Writing" includes telex, cable, facsimile transmission and comparable means of communication. |
| 1.2 |
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. |
| 1.3 |
The headings in these Conditions are for convenience only and shall not affect their interpretation.
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| 2. |
BASIS OF THE SALE |
| 2.1 |
The Seller shall sell and the Buyer shall purchase the Goods and Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions. |
| 2.2 |
These Conditions shall govern the Contract to the exclusion of any other term and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made purported to be made by the Buyer. |
| 2.3 |
No variations to these Conditions or special terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Seller. |
| 2.4 |
The Buyer will be responsible for the selection of the Goods and Services and any advice, recommendation or statement given or made by the Seller or its employees or agents to the Buyer or its employees or agents as to the suitability, fitness for any purpose, application or use of the Goods and Services is intended for guidance only and is followed or acted upon entirely at the Buyer's own risk. Accordingly, the Seller shall not be liable for any such advice or recommendation.
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| 3. |
ORDERS |
| 3.1 |
Orders should be directed to the Seller's Sales Department at Security House, Barbourne Road, Worcester, WRI 1RS for Buyers holding previously arranged credit facilities and accompanied by the remittance for Buyers who do not have credit facilities. |
| 3.2 |
The quantity and description of the Goods and Services shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller), but in either case the Goods and Services shall be inclusive of any amendments issued by the Seller prior to date of despatch. |
| 3.3 |
The Buyer shall be responsible to the Seller for ensuring the accuracy of any order submitted by the Buyer. |
| 3.4 |
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller.
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| 4. |
PRICE OF THE GOODS AND SERVICES |
| 4.1 |
The price of the Goods and Services shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of despatch of the order. The price listed will be increased by the charge (if any) made by the Seller for any amendments to a Goods and Services issued to date of despatch. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer. |
| 4.2 |
There is a minimum order charge of £10.00.
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| 4.3 |
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to amend the price of the Goods and Services to reflect any charges in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of production), any change in delivery dates or quantities which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. |
| 4.4 |
Except as otherwise stated under the terms of any quotation or as otherwise agreed in Writing between the Buyer and Seller or except where the Priority Service of Air Mail Service has been ordered, all prices are given by the Seller exclusive of the cost of postage, carriage and packing. The Buyer will pay the cost of the postage and packing, Priority Service and Air Mail Service at the Seller's rates prevailing from time to time. |
| 4.5 |
The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller.
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| 5. |
TERMS OF PAYMENT |
| 5.1 |
Non Credit Account Holders Payment is to be on acceptance of quotation or with order. Receipts for payment will be issued on despatch of Goods and Services. Time of payment of the price shall be of the essence of the Contract. |
| 5.2 |
Credit Account Holders Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods and Services on or at any time after delivery of the Goods and Services. The Buyer shall pay the price of the Goods and Services, (less any discount to which the Buyer is entitled but without any other deduction), within 30 days of the date of the Seller's invoice except in the case of invoices for training courses where joining instructions are required to be sent less than 30 days from date of invoice which must be paid for in full before joining instructions can be despatched (see also Sub-clause 5.3). The time of payment of the price shall be of essence of the Contract. Receipts for payment will be issued only upon request. |
| 5.3 |
Courses Cancellation charges will be levied in respect of training courses for both credit account holders and non credit account holders as follows:-
*Cancellation more than six weeks in advance of the course - no charge
*Cancellation 4-6 weeks in advance of the course - 25% of the fee
*Cancellation 2-4 weeks in advance of the course - 50% of the fee
*Cancellation less than two weeks in advance of the course - 100% of the fee
*All cancellations to be in writing. |
| 5.3.1 |
If the Buyer should decide to transfer one or more delegate(s) to another course and/or a similar course running at a different time then an administration fee for the transfer will be levied at a rate of 75% of the standard cancellation fee or £50 (whichever is the greater) based on the date the transfer request is received in writing by SITO. |
| 5.3.2 |
In addition to those charges in Clause 5.3 and Sub-clause 5.3.1 the Buyer will be liable to pay in full any accommodation charges or other ancillary costs incurred by SITO in respect of any delegate or delegates who cancel or transfer a previously booked training course. |
| 5.4 |
If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: |
| 5.4.1 |
cancel the contract or suspend any further deliveries to the Buyer; |
| 5.4.2 |
appropriate any payment made by the Buyer to such of the Goods and Services (or the Goods and Services supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and |
| 5.4.3 |
charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above LIBOR from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
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| 6. |
DELIVERY |
| 6.1 |
Orders will be processed as detailed in the Training Directory. Any dates quoted for delivery of the Goods and Services are approximate only and the Seller shall not be liable for any delay in delivery of the Goods and Services howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. |
| 6.2 |
Where the Goods and Services are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. |
| 6.3 |
Returns will not be accepted without previous authorisation in writing by the Seller. |
| 6.4 |
If the Seller tries to deliver the Goods and Services and the Buyer does not accept them for whatever reason, then, without affecting any other right or remedy available to the Seller, the Seller may still the Goods and Services until actual delivery. While the Seller holds the Goods and Services, the Buyer will be liable to pay the reasonable costs (including insurance) of storage.
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| 7. |
RISK AND PROPERTY |
| 7.1 |
Risk of damage to or loss of the Goods and Services shall pass to the Buyer upon actual delivery or, if the Buyer fails to take delivery without good reason, at the time when the Seller has attempted to deliver the Goods and Services. |
| 7.2 |
Notwithstanding delivery and the passing of risk in the Goods and Services, or any other provision of the Conditions, the property in the Goods and Services shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and Services. |
| 7.3 |
Until such time as the property in the Goods and Services passes to the Buyer, the Buyer shall hold the Goods and Services as the Seller's fiduciary agent and bailee, and shall keep the Goods and Services properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to apply the Goods and Services but not to resell them and shall account to the Seller for any insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties. |
| 7.4 |
Until such time as the property in the Goods and Services passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Goods and Services to the Seller and if the Buyer fails to do so forthwith, to enter upon the premises of the Buyer or any third party where the Goods and Services are stored and repossess the Goods and Services.
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| 8. |
RESTRICTION ON USE |
| 8.1 |
The Buyer acknowledges that: |
| 8.1.1 |
to maintain state of the art in the Goods and Services it is essential that users receive the current version of the Goods and Services. |
| 8.1.2 |
the copyright and all other intellectual property rights in the Goods and Services are and will remain the property of the Seller. |
| 8.2 |
The Buyer warrants that it will take all necessary measures to protect the valuable intellectual property rights of the Seller. |
| 8.3 |
The Buyer may not re-sell, loan or part with possession of the Goods and Services or any part of them and may not copy or reproduce in any form the Goods and Services except as set out within this Sub-clause. |
| 8.3.1 |
if the Buyer's order is accepted by the Seller explicitly on the basis that a Buyer is a library, the Buyer may loan the Goods and Services to third parties. |
| 8.3.2 |
if the Buyer's order is explicitly accepted by the Seller on the basis that it is a college or other learning institution, then the Buyer may loan the Goods and Services to students enrolled on courses run by it and may use the Goods and Services as materials for courses. |
| 8.3.3 |
if the Buyer's order is explicitly accepted by the Seller on the basis that it is a Distributor, then the Distributor may re-sell the Goods and Services on terms which protect the intellectual property rights of the Seller. |
| 8.4 |
The restriction contained in Condition 8.3 does not preclude the Buyer in applying Goods and Services from making free use of necessary details such as symbol and size type or grade designations including without limitation use by incorporating the same into computer programs but the Buyer is precluded from selling, licensing or in any way parting with possession of any resulting product including limitation, computer programs without the consent in writing of the Seller which if granted will be on terms including royalty.
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| 9. |
WARRANTIES AND LIABILITY |
| 9.1 |
The Seller accepts liability in respect of death or personal injury caused by the Seller's negligence. |
| 9.2.1 |
the buyer acknowledges that Training Standards are prepared under the direction of policy committees upon which bodies with substantial relevant expert knowledge or interest are represented. The Seller acts as secretary to these committees. All Training Standards are made available for public comment before publication. Training Standards are periodically reviewed with the intention of keeping the content up to date. |
| 9.2.2 |
if the Buyer encounters any inaccuracy or ambiguity in a Goods and Services, the Buyer will notify the Seller without delay in order that the matter may be investigated and any necessary amendment made to the Goods and Services. Free supply of any such amendments shall constitute the full extent of the Buyer's rights and the Sellerts liability for any such inaccuracy or ambiguity. |
| 9.2.3 |
whilst all reasonable care is taken in the preparation and review of Training Standards, the Seller does not warrant that the content of the Goods and Services is accurate or up to date or that the Goods and Services are suitable for the Buyer's purposes. |
| 9.2.4 |
subject as expressly provided in these Conditions and the fullest extent permitted by law all warranties conditions or other terms and duties implied by statute or common law are excluded: |
| 9.3 |
The Buyer is responsible for ensuring: |
| 9.3.1 |
that it obtains and uses the latest amendments or additions to Goods and Services. |
| 9.3.2 |
where a Goods and Services is incorporated into or referred to in a contract between the Buyer and third party that the Goods and Services is correctly applied under that contract. |
| 9.4 |
The Buyer acknowledges that a Goods and Services does not purport to include all the necessary provisions of a contract with a third party and that compliance with a Goods and Services does not of itself confer immunity from legal obligations. |
| 9.5 |
The Seller shall have no liability with regard to the content or use of any Goods and Services which is not published under the authority of the Seller. On request the Seller will assign to the Buyer the benefit of any warranty given by the publisher to the Seller.
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| 10. |
INSOLVENCY OF BUYER |
| 10.1 |
This clause applies if: |
| 10.1.1 |
the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order, or, (being an individual or a firm) becomes bankrupt, or, (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or |
| 10.1.2 |
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or |
| 10.1.3 |
the Buyer ceases, or threatens to cease to carry on business or |
| 10.1.4 |
the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. |
| 10.2 |
If this clause applies then, without prejudice to any right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods and Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. |
| 10.3 |
SITO reserves the right to make enquiries regarding credit status prior to making credit facilities available or at any time it considers necessary. SITO also reserves the right to limit the amount of credit to be made available.
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| 11. |
GENERAL |
| 11.1 |
Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. |
| 11.2 |
No waiver by the Seller or any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. |
| 11.3 |
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part of the validity of the provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. |
| 11.4 |
The Contract shall be governed by the laws of England and the parties submit to exclusive jurisdiction of the courts of England.
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