Securi-Flex® Terms and Conditions

Securi-Flex® Limited – Terms and Conditions of Sale

Unless otherwise agreed in writing by Securi-Flex® Limited (referred to herein as “we”, “us)” or “our”), these Terms and Conditions of Sale (“Terms”) apply to all transactions between our customers (“you” or “your”) and us in respect of products (or any instalment of part of them) that are sold to you by us (“Products”). These Terms are agreed by you to apply to the exclusion of all other terms and/or conditions which you or any other party purports to apply in any manner, including any purchase order, specification or other document. These Terms will become binding on you when we issue our Order Acknowledgment (see below). We reserve the right to amend these Terms from time to time. Each order you place is agreed to be a separate contract subject to these Terms and no others which are in force at the time we issue our Order Acknowledgement.

Please read these Terms carefully before ordering any Products. You are irrevocably agreeing to them when you make an enquiry to us or send a purchase order and that when ordering any of our Products, you are agreeing to be bound by all of these Terms and the other documents expressly referred to herein.

1. About Us

1.1 We are Securi-Flex® Limited, a Company registered in England and Wales under company registration 03758330 with a registered address at Unit 6-10 Mackley Industrial Estate, Henfield Road, Small Dole, Henfield, BN5 9XR. Our VAT registration number is 736508424.

1.2 To contact us, please see our ‘Contact Us’ page on our website www.securiflex.co.uk or our contact details as explained in clause 14.1.

2. Our Products and Availability

2.1 The images of the Products on our website or in any of our other marketing materials are for illustrative purposes only. Although we have made every reasonable effort to display the Products accurately, you agree that we cannot and do not guarantee that the image accurately reflects the specific Products. Your ordered Products may vary slightly from those images presented.

2.2 The packaging of the Products may vary from that shown on images on our website and in any of our other marketing materials provided from time to time.

2.3 All Products are subject to availability. If the Product you have ordered is not available and you can confirm to us at your option whether you would like to either:

• (a.) leave this on back order and take it when such Product is available; or
• (b.) select an alternative replacing Product (and pay or be refunded any difference in price against the originally ordered Product); or
• (c.) cancel this particular Product from your order at no cost to you.

2.4 Our website contains a number of Products. It is always possible that, despite our reasonable efforts, some of the advertised Products on our website may be incorrectly priced, described, or unavailable at time of your enquiry/ order. If we discover an error with the price or other details of the Products you have ordered, we will inform you of this error before issuing an Order Acknowledgement and we will give you the option of continuing to purchase the initially wanted Product at the correct price or to cancel/amend your order relating to the Product in question. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you of that fact in writing.

2.5 A stated Product drum length may vary, and we reserve the right to deliver either 5% more or less than the quantity ordered and invoiced without any adjustment to the price in the Order Acknowledgement.

2.6 Should a design of a Product alter, or a specification change on any Product ordered by you during the period between the Order Acknowledgement being placed and delivery, you agree that we reserve the right to supply an alternative Product which, in our opinion, is similar in specification and substitutable in efficacy to that Product which was originally described in the Order Acknowledgement.

3. Formation of Our Contract with You

3.1 Once you have placed an order, you will receive an e-mail from us acknowledging that we have received your order and confirming the Products ordered, their quantity and price. If you disagree with any of this, then you are required to contact us about it by 15:00 on the day you place the order if the order is next day delivery, or within working day if the order is bespoke or cut. You agree that the contract between us is only formed at the moment we send and issue to you the actual Order Acknowledgement which contains all the Products you ordered unchanged as per our earlier email (“contract”). Such contract may be subsequently varied only by us in the circumstances described in clause 4.2(b) and (c).

3.2 If your order is not accepted and we do not issue an Order Acknowledgement, including for any of the reasons referred to above, we will inform you of this by e-mail or phone. If you have already paid for the Products in question, we will refund you the full amount when reasonably possible and practicable and, in any case, no later than 28 days of our communicating our non-acceptance to you.

3.3 On your initial confirmation email we will assign an order number and tell you what that is on your Order Acknowledgement. It is your responsibility to check your Order Acknowledgement confirmation and inform us as soon as possible of any issues or errors therein and if no such communication is received from you within three working days the Order Acknowledgement is deemed to be correct in all respects (except where we have made an error). It will also help us if you can tell us the order number whenever you contact us about your order.

4. Delivery

4.1 We will confirm when Products have been despatched by sending you an email including the invoice. The”Delivery Note” will be attached or included in the box, drum or pallet. Delivery is as per ex-works (incoterms 2020).

4.2 You agree that time is not of the essence in relation to any delivery date for the Products we give (whether stated in the Order Acknowledgement or not) although we will inform you of an estimated delivery date by e-mail or phone in reasonable time in all the circumstances.

4.3 In certain circumstances we may not despatch an order, including because of one of the following:

• (a.) we have not received the prior payment required on Pro-forma Invoice account category;
• (b.) the Product you have ordered is not actually available after the Order Acknowledgement, in which case clause 2.3 shall apply; or
• (c.) we identify an error with the pricing or description of a Product which needs correcting by us with you prior to processing (which, if agreement relating thereto is not reached between us, shall result in the part of the contract relating to those Products that are the subject of the correction or unavailability being terminated with no liability on either you or us).

4.4 You agree that delivery of the Products takes place when they are delivered by our nominated carrier to the address stated on the order or to such other address as may have been agreed between us in writing. Unloading is to take place on the hard-standing area nearest your delivery address on the order or as otherwise agreed and you shall be responsible for having all required unloading/Product removal equipment required to unload. Please ensure that you check all deliveries for any damages or to ensure the delivery is completed in full, before signing the POD (proof of delivery). If you do not have the opportunity to check the delivery for damages or whether any items were missing, please sign the POD as “unchecked”, to avoid a dispute with our third-party carriers.

4.5 The date for delivery quoted is a guideline only and time is not of the essence in relation to any delivery date given by us at any time as stated in clause 4.2. While we will use all reasonable endeavours to comply with suggested delivery dates, any such date is an estimate only. You agree that we shall not be responsible or liable to you for any loss or damage caused by or as a consequence of delivery later than requested.

4.6 You agree to be obliged to take physical delivery of the Products when they arrive at your named unloading place. Where you refuse to accept delivery of the Products we have the right (without prejudice to our other rights) to invoice you in full for such order and to also invoice you for the cost of re-delivery, storage and all other handling costs incurred by us whether arising directly or indirectly.

4.7 You agree that if the contract provides for delivery by instalments, late delivery of one instalment shall not entitle you to reject that, or any other instalment under the same contract.

4.8 Delivery dates apply to deliveries to the UK mainland only. If we do agree to deliver to any offshore islands, including the Channel Islands, or to Ireland delivery times and costs shall be subject to written agreement and confirmation in accordance with clause 4.15.

4.9 Receipt of all deliveries of Products must be signed for by an adult aged 18 years or over. You agree that you are required to check that the delivered Products correspond with the order in terms of volume, condition and type on delivery The Products shall be checked and signed for by you in the presence of our nominated carrier. We may request confirmation of identity on signature for the Products. Delivery will be completed when we deliver the Products to the address that you specified in your order. If you do not have the opportunity to check the delivery for damages or whether any items were missing, please sign the POD as “unchecked”, to avoid a dispute with our third-party carriers. If signed “unchecked”, you have 48 hours from the time of delivery to report any missing or damaged items by email to [email protected] and we will respond accordingly. If items are damaged or items are missing, we will ask you to provide photographic evidence for us to raise internally and with our third-party carriers.

4.10 If our delivery of the Products is delayed by an event outside our reasonable control then we will notify you as soon as reasonably possible to inform you that Force Majeure applies. Clause 13 will apply. We will take reasonable steps to minimise the effect of the Force Majeure delay. The contract performance of both you and us shall be suspended whilst the Force Majeure circumstances are in effect. We will notify you when the Force Majeure circumstances have been mitigated sufficiently for the performance of the contract to continue and both you and us shall then proceed to perform our obligations under the contract. If Force Majeure circumstances subsist for more than 30 days then thereafter either you or us can notify the other to terminate the contract with no further liability on either party.

4.11 If we are not able to deliver the whole of the order at one time due to operational reasons or shortage of Product stock, we will, with your consent, deliver the order in instalments. We will not charge you extra delivery cost for this. If you do not consent, you may terminate the contract by serving notice but only in respect of the Products we cannot fully deliver. If you ask us after the Order Acknowledgement to deliver your order in instalments, we may charge you extra delivery costs. Each instalment shall then constitute a separate contract.  If you ask us to deliver the order in instalments and we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.

4.12 If you fail to provide a delivery address, are not available to sign for the Products, otherwise fail to take delivery of the Products or be in breach of the contract then you agree that we shall have no liability to you for late delivery and we may terminate the contract because of your breach and be entitled to make a claim against you for all our costs and expenses arising from your breach or otherwise incurred or sustained by us because of such breach.

4.13 You agree that the Products will be at your risk and responsibility from the time of delivery. You also agree that ownership of the products will only pass to you when we receive payment in full of all sums due for the Products, including any delivery charges we may have specified.

4.14 Delivery of any order over £250 will be free of charge to mainland UK addresses. However, this is subject to change and will be confirmed in the Order Acknowledgement.

4.15 For delivery times and costs to Highlands, any offshore islands, Channel Islands, or to Ireland, please refer to our Delivery Terms and Charges included in the appendices of this document. If our Delivery Terms and Charges do not include your geographical area or requirement, please contact us so we can discuss and agree a solution.

4.16 Deliveries to non-mainland UK addresses, direct delivery, or delivery requests outside our standard delivery times (e.g. Next Day) will incur additional delivery charges, such charges requiring to be agreed  prior to issue of the Order Acknowledgement.

5. How we use your Personal Information

5.1 We only use an individual’s personal information in accordance with our Privacy Policy. This does not cover work/employment email addresses which you give us consent to use for our research and marketing purposes.

5.2 For a copy of our Privacy Policy please visit our website www.securiflex.co.uk or request it via [email protected]

6. Our Right to Vary These Terms

6.1 We reserve the right to revise these Terms from time to time without prior notice to you. You should check the applicable Terms at the time of all your orders.

6.2 Every time you order Products from us, the relevant version of these Terms that is in force at that time you place the order will apply to the contract between you and us. These Terms were last updated in July 2023.

6.3 All Products and the prices as described on the website are subject to change in specification, additions or withdrawal at any time without notice.

7. Price

7.1 All prices quoted are for the Products only ex-works (as per Incoterms 2020) and exclusive of value added tax according to the current applicable VAT regulations and other costs stated in the Order Acknowledgement.  If the rate of VAT changes between your order date and the date we supply the Product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.

7.2 Unless otherwise agreed in writing and as expressed as ex-works (Incoterms 2020), you agree that carriage, insurance, packaging and any other costs are payable by you in addition to the Products and these will be itemised and charged as extra in the Order Acknowledgement.

7.3 You agree and acknowledge that all Product prices quoted written or verbal, are valid for 7 days, unless otherwise stated and are confirmed in the Order Acknowledgement. If, however for any reason the Order Acknowledgement is not issued within 7 days of your order, then the applicable price in the Order Acknowledgement may be different. You agree that it is entirely your responsibility to check the pricing in the Order Acknowledgement immediately and to revert to us within 24 hours of its issue if it is, in your opinion, different to what you ordered, but we do not guarantee the price you ordered if the Order of Acknowledgement was issued more than 7 days thereafter. You agree that your failure to contact us about such matters within 24 hours shall be deemed as your agreement to the contents of the Order Acknowledgement relating to price.

7.4 Back-order pricing is subject to change based on the Products’ landed cost in the UK. Call-off order pricing is subject to change. Forward order pricing is subject to change. Cut sur-charges and pricing is subject to change.

7.5 Invoices shall be due and payable in full no later than your payment terms with us or 28 days after the date of our invoice, whichever is the shorter. You agree that we may, if we want at our sole discretion, levy an interest charge at the rate set under the Late Payment of Commercial Debts Regulations 2013 for non-payment after that period. All interest will be compounded into the principal sum on a monthly basis. Where any sum owed by you under any contract is overdue, you agree that we will be entitled to cease performance of the contract and any other ongoing contract we have with you until such sum (and any interest which may be due) has been paid to us in full. We shall be additionally entitled, but not bound (without prejudice to any other of our rights in respect of such breach) to terminate this contract in relation to which any element has not been paid by the due date forthwith at any time whilst such material breach subsists.

7.6 We accept payment by debit card or credit card and BACS payment only. You agree we may charge a reasonable administration fee for any payments made by cheque.

8. Cancellations and Return of Goods

8.1 The contract is formed when we send you the “Order Acknowledgement” in accordance with clause 3. Your right to cancel the contract starts before we dispatch, when you receive the “Delivery Note” and ends 14 days after the day following delivery of the Products to you.

8.2 To cancel a contract we require written notice to [email protected]. You may contact us by our ‘Contact Us’ page on our website or our contact details at clause 14.1.

8.3 You agree to keep a copy of your cancellation notification. If you send us your cancellation notice through the site or by post, then your cancellation is effective from the date and time we receive the e-mail or the date on which we receive the letter.

8.4 If you cancel a contract in accordance with these Terms, before or after the Product(s) has been delivered the following shall apply:

• (a.) we reserve the right to charge you a nominal restocking charge on stocked, non-stocked and cut to order Products;
• (b.) you must receive approval and appropriate RMA reference from us to return the Products within 28 days;
• (c.) unless the Products are faulty, you will be responsible for the cost of returning the Product(s) to us;
• (d.)  you will keep the Product(s) in your possession and to take reasonable care of them whilst they are in your possession; and
• (e.) the Product(s) must be in the original packaging and in a re-saleable condition.

8.5 Once the Products have been returned to us and we have confirmation of clause 8.4 (d.), we will issue a credit note or refund to your original payment method.

9. Shortages, Defective Goods and Returns

9.1 At the time of delivery you should check that all items listed on the delivery note are present and are the Products that you ordered. It is your duty and responsibility to see that the Products are examined immediately upon receipt.

9.2 Please refer to clause 4.9. If there is a shortage or excess or damage in the delivery, please notify us within the specified time periods, by telephone or in writing by email [email protected]. We will not charge you for any incorrect or damaged Products or Products which you have not received. We will arrange for the correct quantity of Products, or replacements to be delivered to you, at no extra cost and shall use our reasonable endeavours to deliver such Products without undue delay. However, we will ask for photographic evidence, prior to agreeing this and we will also check with our nominated third-party carrier.

9.3 You agree that if a delivery shortage or damage is not reported within the specified time period as outlined in clause 4.9, this is deemed as acceptance by you that all listed items have been delivered and received in a condition that is in full satisfaction with the Order Acknowledgement and these Terms.

9.4 In addition to your right to cancel and the warranty at clause 10, if any Products are defective (being only if the Products you receive are not as described, not fit for purpose or not of satisfactory quality), you agree that your only remedy is for us to, at our option, either i) replace the Products in question, ii) repair the Products in question or iii) offer a credit note or refund to the value of the affected Products in question through your original payment method. You agree to ensure that all defective Products are repackaged in their original packaging, ready for return to us. You agree we may charge you for any replacement Products should the defective Products not be returned to us within 28 days of delivery of the replacement.  We may ask you and you shall, if requested, provide for reasonable evidence (for example a photograph) in respect of such faulty Products before any remedy is offered by us.

9.5 You agree that installation of Products by you or third parties which have minor imperfections which do not adversely affect their functionality will be regarded as an acceptance of the Product by you and no credit will be given under any circumstances. You agree that we are not liable or responsible for replacement of such Products once they have been installed. This includes any direct, indirect or consequential loss or cost of fitting.

10. Warranty and Guarantees

10.1 SFX branded cables sold by us are warranted (subject to the limitations in clause 11) to:

• (a.) function in accordance with their normal function for 25 years after delivery; and
• (b.) be of satisfactory quality at the time of delivery

10.2 You agree that all other warranties and terms implied by law or otherwise shall be of no effect and shall not apply except insofar as such terms that may not be permitted to be excluded under English law. The only warranties given are those in clause 10.1.

10.3 Where we are not the original manufacturer of a Product, we will use reasonable endeavours (but without us incurring cost) to provide to you the benefit of any warranty or guarantee given by the relevant Product manufacturer but without being bound or liable to do so.

10.4 The warranties given in clause 10.1 shall only apply and have effect provided that reasonable evidence can be given that the Products have been correctly installed in accordance with the applicable British Standards (only) as well as directed by the manufacturer in their Specification Sheet.

10.5 You agree that your remedy for a valid substantiated claim under the guarantee in clause 10.1 is limited and is at our option being as set out in clause 9.4.

11. Liability

11.1 Securi-Flex® Limited may not in all cases be the manufacturer of the Products, but we shall use reasonable endeavours (without incurring costs) to pass to you the benefit of the manufacturer’s warranty.

11.2 The warranties given in clause 10.1 shall be of no effect and there shall be no claim under any warranty if the entire price of the Products concerned in any claim has not been paid in full at the date of the claim.

11.3 Our employees and agents are not authorised to make any representations or give advice concerning the Products and you are given notice that you can only rely on written representations about the Products and their functionality given by Securi-Flex® Limited. In entering this contract, you are agreeing that you do not rely on any such employees or agents statement or representation whatsoever and you irrevocably waive all and any claims of whatever nature that may arise in respect of any representation which has not been so confirmed by us in writing.

11.4 Subject to clause 11.5 below, you agree that our total aggregate liability to you arising out of or in connection with any individual contract flowing from one Order Acknowledgement contract (howsoever caused or arising) shall not exceed the total charges paid by you under that particular contract for the sale of the individual Products that are the subject of the breach of warranty or other claim.

11.5 You agree that we do not in any way exclude or limit our liability for:

• (a.) death or personal injury caused by our negligence;
• (b.) our fraud or fraudulent misrepresentation;
• (c.) for breach of your rights as a consumer in relation to the Products; and
• (d.) defective Products under the Consumer Protection Act 1987.

11.6 You agree that we shall not be liable to you for any defects in the Products arising after delivery where the defect results from:

• (a.) fair wear and tear;
• (b.) wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
• (c.) your failure to assemble, install, use, operate, or maintain the Products in accordance with clause 10.4;
• (d.) any alteration or repair by you or by a third party who is not one of our authorised repairers; or
• (e.) any specification provided by you or your third-party customer.

11.7 Notwithstanding any other provision in these Terms, but subject to clause 11.5 above, you agree that we shall not be liable to you arising out of or in connection with the contract for:

• (a.) any loss of or damage to i) profit; ii) revenue; iii) savings; iv) data; v) use; vi) contract; goodwill or viii) business, or
• (b.) any indirect or consequential loss or damage,

in each case howsoever caused or arising (this phrase being construed widely to cover all causes and actions i) arising by reason of any misrepresentation, negligence, other tort, breach of statutory duty, breach of contract, restitution or otherwise; or ii) delay in the supply or provision of Products; or iii) out of acts or omissions of third parties in connection with the Products).

12. Title

12.1 You agree that we retain full title to the Products until the payment for them is made in full. Until such time we reserve the right to demand their return, to which end you undertake to keep the Products safe, secure and separate or identified in such a way as to enable the Products’ (and the original packaging thereof) prompt return undamaged. If you fail to suitably segregate or identify the Products, we shall reserve the right to take or claim for equivalent Products of the same type.

12.2 If you sell the Products to a third party in the ordinary course of your business before such time as you have paid us in full for them (and in effect have thus sold Products to which you do not have title or consent to sell), where a buyer thereof makes payment, you shall promptly and directly account to us for all the proceeds of any such sale. For the avoidance of doubt, you will still be fully liable for all amounts outstanding on any Products delivered to you in accordance with an Order Acknowledgement until full payment has been made.

12.3 You agree that if you fail to make any payment for Products, become bankrupt, insolvent or go into liquidation or make any arrangements with creditors or have or appoint a receiver over any of your property or assets then we are hereby given your irrevocable consent to enter the premises and recover the Products as stated in clause 12.1.

12.4 In accordance with clause 7.5, until full payment is received, you agree that interest shall be chargeable on overdue amounts owed.

13. Force Majeure Events

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by a Force Majeure event that is out of our reasonable control (for example, this may include the following to the extent these are outside our reasonable control: accidents, extreme weather conditions, fire, explosion, natural disaster, failure of telecommunications networks, inability to use transport networks, terrorist attack, war, civil commotion, riots, industrial disputes, acts of Government, and imposition of restrictions on imports or exports).

13.2 If a Force Majeure event occurs that affects the performance of our obligations under a contract, you agree that:

• (a.) we will notify you as soon as reasonably possible that Force Majeure applies;
• (b.) our obligations under a contract will be suspended for the period of Force Majeure and the time for performance of our obligations will be extended for the duration of the Force Majeure event; and
• (c.) we will notify you when the Force Majeure event has ceased to apply and the suspension of the contract in question has ceased; and
• (d.) where the Force Majeure event affects our delivery of Products to you, we will arrange a new delivery date with you after the Force Majeure event is over.

14. Communication and Complaints

14.1 If you have any questions, complaints or concerns with respect to your order or these Terms, please contact us as follows:

• (a.) telephone on 01273 491289 / 03333 44 66 23;
• (b.) email at: [email protected];
• (c.) through the form in the ‘Contact Us’ section of our website; and
• (d) Post: “Director”, Securi-Flex® Limited, Unit 6-10 Mackley Industrial Estate, Henfield Road, Small Dole, Henfield, BN5 9XR.

14.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide us with your account or your order.

15. Early Termination

15.1 Without prejudice to any other rights we may have, you agree that we may by notice to you terminate any contract between us forthwith and/or immediately recover from you all sums due from you under any contract with us (notwithstanding any period of credit which may have been allowed) together with any accrued interest and other legitimate charges and any loss caused to us as a result of any termination if:

• (a.) any payment whatsoever due by you to us is overdue in whole or in part; or
• (b.) you commit any material breach of any of these Terms applying to any contract with us (provided that if the material breach is remediable we have given to you notice of such breach and it has not been remedied within seven day of such notices; or
• (c.) a resolution is passed or a court order is made resolving or ordering you to be placed into liquidation or ordering that an administrator be appointed over all or any of your assets; or
• (d.) a receiver or administrative receiver is appointed over all or any of your assets; or you (being an individual) have petition in bankruptcy entered against you; or you cease or threaten to cease to carry on trading.

16. General

16.1 You may not transfer any of your rights or obligations under a contract to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and/or obligations under a contract to another organisation, but this will not affect your rights under these Terms.

16.2 This contract is between you and us. A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

16.3 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

16.4 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, this will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

17. Law and Jurisdiction

17.1 These Terms and all our contracts are governed by and shall be interpreted in accordance with English law exclusively.

17.2 You agree that any dispute or claim arising out of or in connection with these Terms or any contract between us shall be settled exclusively by the courts of England and Wales and no other jurisdiction.

18. Appendix

18.1 Delivery Terms and Charges

UK Mainland:

Off-Shore Isles & Highlands:

Northern Ireland & Southern Ireland: