SilentDoor Terms & Conditions Of Sale

1. INTERPRETATION: 

a. In these Conditions:

• "Buyer” means the person or company that accepts a quotation of the Seller for the sale of goods or services, or whose order for the goods or services is accepted by the Seller.
• “Goods” mean the products or services (including any installment of the products or any parts for them) which the Seller is to supply in accordance with these Conditions.
• "Seller," hereinafter referred to as the 'Seller,' means Acuphon Ltd (registered in England under number 13041988) whose registered office is located at Orchard House, Fuller Street, Ruddington, Nottinghamshire, NG11 6HU.
• “Conditions” mean 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 a Director of the Seller.
• “Contract” means the agreement for the purchase and sale of the Goods or Services.
• "Writing” includes telex, cable, facsimile transmission, email, and comparable means of communication.

b. Any reference in these Conditions to any provision of a statute shall be interpreted to mean that provision as amended, reenacted, or extended at the relevant time.

c. The headings in these Conditions are for convenience only and shall not affect their interpretation.

d. In the event of any conflict between these Conditions and any special terms and conditions agreed in writing between the Buyer and a Director of the Seller, the special terms and conditions shall prevail.

2. BASIS OF THE SALE: 

 a. These Conditions shall apply to all contracts for the sale of Goods or Services by the Seller to the Buyer and shall prevail over any other documentation or communication from the Buyer.

 b. No variation to these Conditions shall be binding unless agreed in writing between the Buyer and a Director of the Seller.

 c. The Buyer acknowledges that it has not relied on any representations made by the Seller or its employees or agents, and waives any claim for breach of such representations.

 d. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, or use of the Goods or Services is followed or acted upon entirely at the Buyer’s own risk.

 e. Any typographical, clerical, or other error or omission in any sales literature, quotation, acceptance of order, invoice, or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.

 f.The buyer acknowledges and agrees that the seller shall not be held liable for any liquidated damages arising from any delay, non-performance, or breach of contract, and that the seller's liability shall be limited to the purchase price of the goods or services provided.

g. Seller, in its position as manufacturer (not installer), will not be held responsible for possible problems that may arise at the time of installation.

h. Seller will send the order by email; THE buyer has the obligation to review quantities, measurements and handing.

i. Buyer has to send to Seller the confirmation of the order duly signed and stamped. The order will not be sent to production until then what may affect the delivery time. Changes will not be accepted  after the confirmation of the order.

j. Buyer will have 3 days after the product delivery to verify that the merchandise is correct, after this time period the company will not be responsible for any incident that may occur.

k. Seller will NOT supply more ironmongery screws than the ones that come with by default.

l. The plans supplied by the Buyer has to have duly marked the measurements and be exempt from superfluous information; Seller will have no obligation to verify them. The unpleasant inconveniences derived from the plans, that may arise, will be SOLELY AND EXCLUSIVELY the responsibility of the Buyer.

m. When Buyer supplies any mechanism, it will have to be provided physically and with its corresponding assembly and installation technical sheets, otherwise the mechanisation will NOT be carried out.

n. Installation of certified products has to be carried out by following the guidelines of Sellers installation manual.

3. ORDERS AND SPECIFICATIONS: 

 a. The Buyer’s order shall be deemed to be accepted by the Seller when the Seller confirms it in writing.

 b. The quantity, quality, and description of the Goods shall be as set out in the Seller’s quotation or the Seller’s written order confirmation, whichever is later.

 c. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs, and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark, or other industrial or intellectual property rights of any other person that result from the Seller’s use of the Buyer’s specification.

 d. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

 e. Once accepted by the Seller, the Buyer’s order may only be canceled with the written agreement of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss, including loss of profit, costs, damages, charges, and expenses incurred by the Seller as a result of cancellation.

4. PRICE OF THE GOODS: 

a. The price of the Goods shall be as stated in the Seller’s quotation or order confirmation.

b. The Seller reserves the right to adjust the price of the Goods by giving written notice to the Buyer prior to delivery to reflect any increase in costs incurred by the Seller due to any factors beyond its control, such as foreign exchange fluctuations, changes in laws or regulations, or increases in the costs of materials or labour. Any request by the Buyer to change the delivery date, quantity, or specification of the Goods may also result in an adjustment to the price. The price is exclusive of any applicable taxes, including but not limited to value-added tax, which the Buyer shall pay in addition to the price.

c. In the event of an incorrect price being advertised on the Seller's website or any other sales literature, the Seller reserves the right to cancel any orders placed at the incorrect price and offer the Buyer the option to purchase the Goods at the correct price.

5. DELIVERY: 

a. Our normal lead time 8 - 9 weeks (working weeks) from receipt of drawing and schedule sign off (drawings are generally raised 3 working days after receipt of payment).  But this can vary, and the lead time will be stated by the Seller at the time of order. If a Saturday delivery is requested by you, additional charges will be incurred, and we will advise you of the value of these charges prior to your order. In all cases, you will be kept informed and updated of delivery schedules.

b. Delivery will only be made within the United Kingdom.

c. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. 

d. If applicable to you, we strongly recommend that you do not book fitters or tradesmen until your order has actually been delivered and checked by you. We cannot be held responsible for any third-party charges incurred due to non-delivery of an order, or orders that have not been checked on delivery. 

e. We are not able to process orders or deliver on UK Bank Holidays and Weekends, although Saturday deliveries may be possible by prior agreement and at extra charge.

f. Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole.

g. In the event that the Seller is found to have a liability under these Terms and Conditions, or under Statutory law, this liability shall be limited to the excess (if any) of the costs to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 

h. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery, then, without prejudice to any other right or remedy available to the Seller, the Seller may, at the Seller’s discretion:

I. Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage: or

J. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Contract price or charge the Buyer for any shortfall below the Contract price.

K. Charge the buyer for the carriage costs incurred for re-delivery if applicable. 

L. If the buyer changes delivery details after being booked in/ being confirmed, the Seller may charge the buyer a £75 admin fee. 

M. Deliveries are based on standard vehicles being used and assuming the buyer has means to offload. To avoid any issues with delivery, it is the responsibility of the buyer to ensure that the delivery location is suitable for the delivery vehicle and that there are appropriate means to offload the goods. The Seller will not be liable for any damage caused to property during the delivery process or for any costs incurred by the buyer due to inadequate delivery arrangements.

N. In the event of a delivery arriving damaged, the buyer must ensure that any damage is noted on the delivery documentation and reported to the Seller within 24 hours. Failure to do so may result in the Seller being unable to process a claim for damages with the carrier. The Seller will work with the buyer to arrange for any damaged goods to be replaced as soon as possible.

O. The Seller reserves the right to make partial deliveries of an order. In the event of a partial delivery, the Seller will inform the buyer of the remaining items and their expected delivery date. The buyer will not be charged any additional delivery fees for the remaining items.

P. The Seller may use third-party carriers to deliver the Goods to the buyer. In such cases, the Seller will ensure that the third-party carrier is reputable and reliable. However, the Seller cannot be held liable for any delays or issues caused by the third-party carrier.

Q. The Seller will use all reasonable efforts to deliver the Goods within the agreed timeframe. However, the Seller shall not be liable for any delay in delivery caused by circumstances beyond its control, including but not limited to acts of God, war, terrorism, pandemic, or other circumstances arising from national or international emergencies. In such cases, the Seller will work with the buyer to agree on a revised delivery date.

R. SilentDoor uses Uniexpress Ltd along with other hauliers for delivery of large items, who in turn uses their own tracking systems. In these instances may send an sms to the contact number you have given us when the item is dispatched followed by second sms with an ETA for delivery when getting closer. If in doubt about the authenticity of these messages please call us immediately to check, quoting the order number in the sms.

Damage Claims, Credit Notes, Replacement, and Repair

1. Notification of Damages: All claims for damaged goods must be reported in writing within 48 hours of delivery. The claim must include specific details of the damage and be supported by photographic evidence. Please contact SilentDoor email support@silentdoor.co.uk to initiate the claim. Upon receipt and inspection of the returned goods, we will issue a refund or replacement, as deemed appropriate. Please note that returns without prior authorization will not be accepted
2. Verification of Claims: Upon receipt of a damage claim, the customer must provide adequate evidence to substantiate the claim. The seller reserves the right to request additional information or documentation if necessary.
3. Options for Resolution: Based on the evidence provided, the seller may choose to (i) issue a credit note, (ii) replace the damaged goods, or (iii) repair the damaged goods, at the seller's discretion.
4. Issuance of Credit Notes: If the seller elects to issue a credit note, it will correspond only to the quantity of goods for which sufficient proof of damage has been received. Partial evidence will result in a credit note for only the proportion of goods adequately substantiated as damaged.
5. Time Limit for Submitting Evidence: Customers must submit all supporting evidence for any damage claim within 3 days of the initial claim. Failure to provide the necessary evidence within this period will result in the claim being considered closed, and no further credit notes, replacements, or repairs will be issued.
6. Final Resolution: Once a credit note has been issued, or the damaged goods have been replaced or repaired based on the available evidence, the matter will be considered fully resolved. Any subsequent claims relating to the same delivery will not be entertained unless new and compelling evidence is provided within the specified timeframe.
7. Non Delivery - In the event of non-delivery, claims must be made in writing to the Seller within 48 hours of the date of dispatch as shown on the invoice. This will enable us to investigate the matter and take appropriate action.
8. We will not be liable for any incidental or consequential damages resulting from the incorrect delivery. Our liability is limited to the replacement of the goods or the refund of the purchase price.
9. Do not use the incorrect goods if you are aware that they are incorrect. If you use the goods knowing they are incorrect, this may affect your rights to a replacement or refund.
   

7. PAYMENT: 

Price and Payment:

a. The Price is exclusive of VAT (unless said otherwise within the price) for the Goods (“the Price”) shall be the quoted price of the Seller and payment of the Price shall be made by the Buyer within the terms of the invoice for the goods. We accept payment via bank transfer, credit card or debit card.

b. If the Price is not paid by the due date, interest shall accrue both before and after judgment on the unpaid portion of the Price at the rate of 5% above LIBOR. In case of any issues or concerns regarding payment, please contact us at the earliest opportunity to discuss alternative payment arrangements or to arrange a payment plan.

c. We reserve the right to suspend further deliveries or services to the Buyer in the event of any overdue payments until such time as the outstanding amount has been received in full.

d. The Buyer shall not be entitled to withhold payment of any amount due to us under the Contract in respect of any claim for damages or otherwise, unless such withholding has been agreed in writing by us.

e. In case of any disputes or discrepancies in the invoice, please contact us within 7 days of receiving the invoice to discuss and resolve the issue. Failure to do so will be taken as acceptance of the invoice and payment will be due in accordance with the invoice terms.

f. In the event that legal action is required to recover any unpaid amounts, the Buyer shall be responsible for all costs, including legal fees and collection charges, incurred by the Seller in such recovery efforts.

8. TERMINATION: 

a. We may suspend further supply or delivery, stop any goods in transit, or terminate our contract by notice in writing to the Buyer if the Buyer is in breach of an obligation hereunder, including but not limited to failure to pay the Price, or if the Buyer becomes unable to pay their debts when they fall due or proceedings are commenced by or against the Buyer alleging bankruptcy or insolvency.

b. Upon termination, any outstanding indebtedness owed by the Buyer to the seller shall immediately become due and payable, and the seller shall be under no further obligation to supply goods to the Buyer.

c. The termination of this agreement shall not affect any rights or remedies which have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

9. WARRANTIES AND LIABILITY: 

a. All warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law, except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977). However, this exclusion does not affect the Buyer's statutory rights under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976).

b. If the Buyer receives Goods with a defect in their quality or condition, or if they do not correspond with the specification, the Buyer must notify the Seller within seven (7) days of delivery or discovery (if the defect or failure was not apparent on reasonable inspection). Failure to do so will result in the Buyer not being entitled to reject the Goods, and the Seller will have no liability for such defect or failure. The Buyer will be bound to pay the price as if the Goods were delivered in accordance with the Contract.

c. If the Buyer provides a valid claim for any of the Goods based on any defect in the quality or condition of the Goods or their failure to meet specification, the Seller shall, at its sole discretion, either replace the Goods (or the part in question) free of charge or refund the Buyer the price of the Goods (or a proportionate part of the price). The Seller shall have no further liability to the Buyer.

d. The Seller shall not be liable to the Buyer for any consequential loss or damage, including loss of profit, costs, expenses, or other claims for consequential compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents, or otherwise) arising out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions, and except in respect of death or personal injury caused by the Seller's negligence.

e. The Seller shall not be liable to the Buyer for any delay or failure to perform its obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller's reasonable control. Such causes shall include (but not be limited to) act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbances, or requisitions; acts, restrictions, regulations, bye-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-out, or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts, or machinery; or power failure or breakdown in machinery.

f. The Buyer agrees that it is solely responsible for using the Goods in a safe and appropriate manner and complying with all applicable laws, regulations, and industry standards. The Seller shall not be liable for any damages or losses resulting from the Buyer's misuse, alteration, or modification of the Goods.

10. BUYER’S INDEMNITY: 

The Buyer shall indemnify and hold harmless the Seller, its affiliates, and their respective officers, directors, employees, agents, successors and assigns from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) ("Losses") incurred by the Seller or any of the foregoing parties as a result of or in connection with:

a. any breach by the Buyer of its obligations under these Conditions;

b. any claim, demand, action or proceeding brought against the Seller or any of the foregoing parties by any third party (including any governmental or regulatory authority) arising out of or in connection with the Buyer's use of the Goods;

c. any claim or allegation that the Goods infringe the intellectual property rights or any other rights of any third party; or

d. any claim made against the Seller under Section 6 of the Health and Safety at Work Act 1974 or any equivalent safety legislation outside the United Kingdom, except where such claim arises as a result of the Seller's proven negligence.

The Buyer agrees to cooperate fully with the Seller in the defense of any such claim, demand, action or proceeding and shall not settle any such claim, demand, action or proceeding without the prior written consent of the Seller. The Buyer acknowledges and agrees that the Seller shall have the right to participate in the defense of any such claim, demand, action or proceeding with counsel of its own choosing, at its own expense.

11. RISK/TITLE: 

a. The risk of loss or damage to the goods shall pass to the Buyer upon delivery.

b. Title to the goods shall remain with the Seller until payment in full (in cash or cleared funds) has been received by the Seller for: the goods, and all other amounts owed to the Seller by the Buyer on any account.

c. Until title to the goods passes to the Buyer, the Buyer shall - hold the goods on a fiduciary basis as the Seller's bailee, store the goods separately from all other goods in the Buyer's possession, not remove, deface or obscure any identifying mark or packaging on or relating to the goods, and maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

d. The Seller shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Seller.

e. If payment is not made in accordance with these Conditions or if the Buyer is in breach of any other term of the Contract, the Seller shall be entitled to repossess the goods (and for that purpose, the Buyer hereby grants to the Seller an irrevocable licence to enter any premises where the goods may be stored at any time) and resell the goods. The Seller shall account to the Buyer for any excess over the price paid by the Buyer for the goods, less any expenses incurred by the Seller in exercising its rights under this clause.

12. GENERAL: 

a. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and delivered personally or sent by registered post, fax or email addressed to that other party at its registered office or principal place of business.

b. No waiver by the Seller of 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.

c. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

d. The Contract shall be governed by the laws of England and Wales, and any dispute arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.

e. The Buyer shall not be entitled to assign, transfer, or subcontract any of its rights or obligations under the Contract without the prior written consent of the Seller.

f. The parties agree that no third-party beneficiary rights are created by this Contract.

g. The headings in these Conditions are for convenience only and shall not affect their interpretation.

h. The parties agree to execute and deliver any additional documents reasonably necessary to effectuate the purposes of this Contract.

i. This Contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.

j. By signing the sign off and/or door schedule, the Buyer acknowledges and accepts that no refunds will be granted by the Seller. Refunds prior to this stage, if applicable, will be subject to deductions for costs incurred by the Seller, including:

1. Drawing versions: £750 per drawing
2. Administration: £400 per doorset
3. Material procurement: 55% of the door payment

k. The Buyer agrees that any modifications beyond the scope of the initial quotation will incur an administration change fee of £75, in addition to any extra material costs. For instance, but not limited to, changing the doorset from NFR to FD30 will result in a charge of £75 for administration, plus the cost of the FD30 amendment.

l. IN THE CASE OF FSC OR PEFC CERTIFICATE:

• It has to be indicated at the time of requesting the price quotation.

• It cannot be certified later.

• Only materials that are identified as such will be certified.

• In case that the Buyer provides finishing material, corresponding chain of custody certificate has to be furnished with the delivery note and the origin of the species of certain material.

• Unless otherwise specified in the quotation, FSC timber will not be used. Requesting this after confirmation will result in an extra-over charge.

  13. IMPORTANT:

IN THE CASE OF REQUESTING A PEFC CERTIFICATE:

a. It has to be indicated at the time of requesting the price quotation.

b. It cannot be certified later.

c. Only materials that are identified as such will be certified.

d. In case that the buyers provides finishing material, corresponding chain of custody certificate has to be furnished with the delivery note and the origin of the species of certain material.

  14. IRONMONGERY:

a. The Seller will supply all ironmongery (except handles and hotel locks) in compliance with UNE-EN 1634-1:2016+A1:2018 regulations.

FOR EI DOOR SETS (According to C.T.E. and UNE-EN 1634-1:2016+A1:2018 regulations):

b. The conformity of a fire-resistant door sets is guaranteed by the European standards derived from the European Construction Products Regulation, which are identified in the Legal Regime for Fire Safety in Buildings. This product, which has to be made up of a door, frame and accessories; including an automatic closing device, prevents the spread of fires for a predetermined time period. It is verified by a standardised test which is carried out by an accredited independent laboratory.

c. Regarding the CE marking, although it is not yet in force for interior fire doors, it is applicable to accessories such as hinges, locks, automatic or electromagnetic overhead door closing devices and antipanic bars, which must present the classification of the accessory and the identification of the regulatory body certification.

d. According to regulation EN 15-269-3, certified fire doors cannot be paneled so as not to lose the classification obtained.

e. It is NOT allowed to install MANUAL FLUSH BOLTS on double door in case of SECTORIZATION, EVACUATION OR EMERGENCY EXIT door sets.

f. The minimum width of passive door is 540mm in order to install the automatic closing with selector.

  15. OBSERVATION:

a. Timber (“wood”) is a natural material and its tonality can vary.

b. On the tinted finishes, there may occur changes in tone depending on each piece that absorbs the dye according to its own characteristics.

  16. DOOR SPECIFICS

a. Sellers responsibility will not go beyond the replacement of defective material at the time of supply and not at the time or after assembly.

b. The Seller, in its position as (not installer), will not be held responsible for possible problems that may arise at the time of installation.

c. The Seller will send the order acknowledgment by mail; THE CLIENT has the obligation to review quantities, measurements and handing.

d. The Buyer has to send to the Seller the confirmation of the order duly signed and stamped. The order will not be sent to production until then what may affect the delivery time. Changes will not be accepted more than 7 days after the confirmation of the order.

e. The Buyer will have 3 days after the product delivery to verify that the merchandise is correct, after this time period the company will not be responsible for any incident that may occur.

f. The Seller supplies all its products in Kit.

g. THE TRANSPORT WILL ALWAYS BE PAID BY THE BUYER AND WILL NOT BE INCLUDED IN THE PRICE OF THE MERCHANDISE, WHICH WILL TRAVEL AT THE BUYERS OWN RISK. THE RESPONSIBILITY OF THE SELLER WILL CEASE AT THE TIME THE MERCHANDISE IS LOADED.

h. The client, upon the delivery of the merchandise, shall have all the necessary mechanical means to carry out the unloading.

i. The Seller WILL ONLY DELIVER THE CERTIFICATES AFTER PAYMENT OF ALL INVOICES.

j. When the finishes (HPL plates or wooden boards) are supplied by THE Buyer, it is required to provide 6% more of the necessary material, in case of any defect or deterioration. Redundant material will be returned if not used.

k. The Seller will NOT supply more ironmongery screws than the ones that come with by default.

l. The plans supplied by the Buyer has to have duly marked the measurements and be exempt from superfluous information; The Seller will have no obligation to verify them. The unpleasant inconveniences derived from the plans, that may arise, will be SOLELY AND EXCLUSIVELY the responsibility of the Buyer.

m. When the buyer supplies any mechanism, it will have to be provided physically and with its corresponding assembly and installation technical sheets, otherwise the mechanization will NOT be carried out.

n. On-site inspections will not be allowed without prior written authorisation from The Seller. On the other hand, if authorised, taking photographs or video recording are completely PROHIBITED.

o. Installation of certified products has to be carried out by following the guidelines of The Seller installation manual.