Version 1.5 – 30/08/2024

1.    OnSite Support Ltd Conditions Apply

a. Unless otherwise specifically agreed in writing by OnSite Support Ltd (“OS”), all quotations and contracts for the supply of goods by OS are made upon these Conditions of Sale (the “Conditions“) which shall at all times override any terms and conditions which the purchaser of such goods (the “Purchaser“) imposes or seeks to impose.

b. Delivery of any goods following a quotation for supply made by OS will be made only upon the Conditions. Orders are accepted subject to the Conditions.

c. Any variation must be approved by an authorised OS employee and be in writing. Any quotation or estimate is given subject to the Conditions.

d. The “Contract” means any contract made between the parties that incorporates the Conditions.

2.    Order Acceptance

a. Acceptance of the order will take place when OS email the Purchaser to accept the order, at which point a Contract will come into existence between OS and the Purchaser.

b. If OS are unable to accept the Purchaser’s order, OS will inform the Purchaser of this and will not charge the Purchaser for the goods. This might be because the goods are out of stock, because of unexpected limits on resources which could not reasonably be anticipated, because an error has been identified in the price or description of the goods or because OS is unable to meet a delivery deadline specified by the Purchaser.

c. OS will assign an order number to the order and inform the Purchaser what it is when the order is accepted. The Purchaser should use this order number whenever they contact OS about the order.

3.    Alterations

a. OS and the Purchaser may mutually agree to alter the goods as set out in the order. The alterations agreed between the parties shall be agreed in writing and set out in a new order.

b. The Purchaser may make a request to alter the goods as set out in the order by giving 21 days written notice to OS prior to the date that the goods are to be delivered. On receipt of the written request from the Purchaser, OS shall, within 5 working days or such other period as may be agreed between the parties, advise the Purchaser in writing of any changes to the price payable by the Purchaser as a result of the alterations.

c. OS may propose alterations to the scope of the goods as set out in the order by giving 21 days written notice to the Purchaser prior to the date that the goods are to be delivered. The Purchaser shall, within 5 working days of receipt of such notice, or such other period as may be agreed between the parties, advise OS in writing as to whether or not the Purchaser wishes to proceed with the Contract on the basis of the alterations.

d. Should the Purchaser wish to proceed with the Contract on the basis of the alterations as set out in conditions 3.2 or 3.3, OS shall generate a new order to reflect the alterations as agreed by the Purchaser and send the new order to the Purchaser and OS shall deliver the goods in accordance with the new order.

4.    Payment Terms

a. Payment is due by end of month following date of invoice, for approved accounts, and in default OS shall be entitled without notice to the Purchaser (even if the Purchaser has a contract with a third party) to:
i. Terminate any outstanding order or quotation;
ii. Withhold and/or suspend supplies; or
iii. Reduce and/or suspend the Purchaser’s credit limit.

b. OS shall also be entitled, at its discretion, to receive payment of any and all monies in respect of goods supplied whether these monies would ordinarily be due for payment at that time or not.

c. In addition, OS shall be entitled to charge the Purchaser interest on the amount unpaid at the rate of a minimum of 5% per annum or 5% per annum above HSBC Bank Plc base rate from time to time in force (whichever is lowest) until payment in full is made and the Purchaser will indemnify OS in respect of all costs incurred by OS in recovering payment, including the cost of instructing solicitors or debt recovery agents.

d. No payment shall be deemed to have been received until OS has received cleared funds.

e. In the event that the Purchaser tenders payment by cheque and the cheque is subsequently returned by the Purchaser’s bankers unpaid, the Purchaser will also indemnify OS in respect of all resulting bank charges incurred by OS.

f. The Purchaser shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by OS to the Purchaser.

g. OS reserves the right to set off, deduct or discount any amounts due from OS under any other arrangement with the Purchaser against any monies due to OS under this Contract.

5.    Prices

a. All prices displayed in both OS’s printed and online publications are subject to VAT at current rate where applicable.

b. Subject to Condition 2.2, prices are correct at time of issue and are subject to change without prior notice.

c. The price charged to the Purchaser will be the prevailing price at the time of ordering.

d. All prices are subject to VAT.

6.    Retention of Title

a. Although risk in the goods supplied passes to the Purchaser when delivery is made in accordance with Condition 7, legal title in such goods shall not pass to the Purchaser until OS has received in cleared funds the full price payable for such goods and all other goods supplied by OS to the Purchaser for which payment is then due.

b. Until legal title passes, the Purchaser shall hold the goods as OS’s fiduciary agent and bailee and shall keep them properly protected, insured and stored separately from any other goods (whether or not supplied by OS). Until such time as the Purchaser is entitled to resell or use the goods in the ordinary course of its business but shall account to OS for the proceeds of sale and pending payment shall hold such proceeds on trust for OS absolutely.

c. The Purchaser’s right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 12 and/or if any sum owed to OS by the Purchaser is not paid when due.

d. Until such time as legal title in the goods passes to the Purchaser OS may at any time require the Purchaser, its liquidator, receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the goods are reasonably believed to be stored. The Purchaser shall if necessary allow OS or its representatives access to the Purchaser’s property or any other premises where the goods are located for the purpose of removing the goods.

e. In addition and without prejudice to any other right or remedy available to OS, if the Purchaser is in breach of the payment terms or of any of its obligations under this condition, OS shall be entitled to:
i. cancel the Contract;
ii. suspend further deliveries; or
iii. terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action.

f. OS reserves the right at any time before title in the goods has passed to the Purchaser to require the Purchaser to deliver up the goods if any of the events specified in Condition 12 occur.

7.    Delivery

a. Terms and conditions for delivery are only applicable in the UK. For delivery outside the UK please contact OS’s export department.

b. Unless otherwise agreed delivery of the goods shall take place at the Purchaser’s place of business.

c. Where OS makes delivery of the goods to the Purchaser’s place of business or another place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at OS’s option, be borne by the Purchaser.

d. From 1st August 2022, a carriage charge of £15.50 will be applied to orders below the £225.00 threshold, unless previously agreed in writing.

e. A minimum order value of £50.00 is applicable with a £10.00 ‘Small Order Sustainability Charge’ applied to smaller orders.

f. If for any reason the Purchaser does not accept delivery of any of the goods when they are ready for delivery then the goods will be deemed to have been delivered, risk passing to the Purchaser (including for loss or damage caused by OS’s negligence) and OS may:
i. store the goods until actual delivery whereupon the Purchaser will be liable for all related costs and expenses (including without limitation storage and insurance); or
ii. sell the goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Purchaser for any shortfall below the Contract price.

g. OS reserves the right to deliver in instalments and any failure to deliver one instalment will not entitle the Purchaser to terminate the Contract.

h. The quantity of any consignment of goods as recorded by OS upon despatch from OS’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.

i. Claims for shortages or damaged goods must be made in writing to OS within 3 days of receipt of the goods.

j. Claims for non-delivery must be made to OS within 10 days of date of despatch shown on the invoice.

8.    Returns

a. Notwithstanding any other provision in the Contract, OS may at its option allow the Purchaser to return the goods upon the following conditions:
i. that the relevant goods are non-faulty;
ii. that the relevant goods are goods that are ordinarily held in stock by OS;
iii. that the Purchaser notifies OS within 5 working days of delivery of its intention to return the goods;
iv. that the purchaser quotes the relevant delivery note number of the goods supplied;
v. that the goods are returned to OS within 15 working days of delivery;
vi. OS and the Purchaser shall agree whether the goods shall be delivered by the Purchaser to OS or collected by OS from the Purchaser;
vii. that the goods are undamaged, in the original packaging, with all trademarks or other labelling intact and fully suitable for re-sale;

b. Notwithstanding any other provision in the Contract, OS may from time to time at its sole option accept the return of non-standard, non-faulty goods upon separate rates, terms and conditions, to be agreed with the Purchaser in advance of any such return. Non standard goods are goods which are not ordinarily held in stock at OS’s Distribution Centre.

c. Where a return of goods is required as a result of an error in ordering by the purchaser, OS may at its option allow the Purchaser to return the goods upon the following additional conditions:
i. a £35.00 levy will be applied for collection of goods by OS from the purchaser, unless agreed in writing;
ii. a 15% return to stock handling fee will be administered by OS to the purchaser.

9.    Quality

a. If OS establishes to its reasonable satisfaction that there is a defect in the goods or there is some other failure by OS in relation to the conformity of the goods with the Contract, then OS shall, at its sole and discretion and within a reasonable time:
i. replace such goods with goods which are in all respects in accordance with the Contract; or
ii. issue a credit note to the Purchaser in respect of the whole or part of the Contract price of such goods as appropriate having taken back such goods, subject, in every case, to the remaining provisions of this Condition provided that the liability of OS under this Condition shall in no event exceed the purchase price of such goods and performance of any one of the above options shall constitute an entire discharge of OS’s liability under this warranty.

b. This Condition shall not apply unless the Purchaser:
i. notifies OS of the alleged defect within 5 working days of the time when the Purchaser discovers or ought to have discovered the defect and has submitted in writing full details of the alleged defect;
ii. allows OS to collect the relevant goods;
iii. complies with any reasonable request or instruction from OS; and
iv. affords OS a reasonable opportunity to inspect the relevant goods and consult with their relevant supplier(s).

c. If OS elects to replace the goods pursuant to this Condition, OS shall deliver the replacement goods to the Purchaser at OS’ own expense at the address to which the defective goods were delivered and the legal title to the defective goods which are being replaced shall (if it has vested in the Purchaser) re vest in OS.

d. OS shall be under no liability under the warranty in this Condition:
i. in respect of any defect arising from wilful damage caused by the Purchaser, negligence of the Purchaser, the Purchaser storing the goods in abnormal storage conditions, or failure to follow OS’s or the manufacturer’s instructions whichever is appropriate (whether oral or in writing);
ii. if the total price for the goods has not been paid by the due date for payment;
iii. in respect of any type of defect or damage specifically excluded by OS by notice in writing; or
iv. if the Purchaser makes any further use of the goods after giving notice in accordance with this Condition.

e. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.  Responsibility as to Fitness for Purpose

a. Notwithstanding any advice that we may give, it remains the purchaser’s responsibility to satisfy himself as to the fitness of the goods for any particular purpose and the goods are sold without any warranty, express or implied, as to their fitness for any particular purpose.

11.   Liability

a. Subject to Condition 9 above this Condition sets out the entire liability of OS (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Purchaser in respect of:
i. any breach of the Conditions or the Contract;
ii. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

b. Nothing in the Conditions excludes or limits the liability of OS for death or personal injury caused by OS’s negligence, or for fraudulent misrepresentation, or for fraud or for any matter which it would be illegal for OS to exclude or attempt to exclude its liability.

c. Liability for any direct loss or damage which arises out of or in connection with the Contract shall be limited to the Contract value.

d. OS shall not be liable to the Purchaser for any indirect loss of profit, loss of business or depletion of goodwill or consequential loss or any claims for consequential compensation whatsoever which arise out of or in connection with the Contract.

12.  Termination

a. OS may, as it thinks fit, (without prejudice to any other rights or remedies it may have against the Purchaser) immediately suspend further performance of the Contract or cancel delivery of the goods or stop any goods in transit or by notice in writing to the Purchaser terminate the Contract without liability to OS if:
i. the Purchaser commits a material breach of any of its obligations under the Contract which is incapable of remedy;
ii. the Purchaser fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by OS to remedy or desist from such breach within a period of 14 days;
iii. any distress execution or diligence is levied upon any of the Purchaser’s goods or property and is not paid out within 7 days of it being levied;
iv. the Purchaser (being a partnership) or the Purchaser’s partner offers to make any arrangements with or for the benefit of the creditors of the Purchaser or the Purchaser’s partner generally or there is presented in relation to the Purchaser or the Purchaser’s partner a petition of bankruptcy;
v. the Purchaser (being a limited company) is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Purchaser calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Purchaser presents or has presented a petition to wind up or present or have presented a petition or appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Purchaser’s business, undertaking, property or assets;
vi. the Purchaser ceases, or threatens to cease, to carry on business;
vii. a secured lender to the Purchaser takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security.

b. Without limiting any other rights or remedies, OS may terminate the Contract with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due under this Contract on the due date for payment.

c. Notwithstanding any such termination or suspension in accordance with the above, the Purchaser shall pay OS at the Contract rate all payments subsisting at the time of termination.

d. In the event that the Contract is terminated in accordance with this condition 12, the Purchaser shall return all of the goods which have not been fully paid for. If the Purchaser fails to do so, then OS may enter the Purchaser’s premises and take possession of them. Until they have been returned, the Purchaser shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

e. Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

13.  Intellectual Property

a. For the purposes of this Condition 13, “Intellectual Property Rights” shall mean copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

b. All Intellectual Property Rights in any OS publications or supplier materials are the exclusive property of OS and may not be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of OS, such written permission must be obtained before any publications or supplier materials are stored in a retrieval system of any nature.

c. All Intellectual Property Rights, including brand names and registered trademarks of OS, including but not limited to ‘Fallproof Equipment’ are used for marketing purposes only and should not be interpreted as providing or implying any absolute and guaranteed protection against accident or personal injury whilst in use. Optimum performance and safe use of our products is dependent on training by authorised persons, regular maintenance of equipment and operator checks.

14.  Safety and Product Recalls

a. The Purchaser shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and the Purchaser shall refer its employees and its customers to such instructions and guidelines.

b. The Purchaser should satisfy itself that the persons responsible for the storage and use of any goods supplied by OS have all the information required on health and safety and OS shall not be liable to the Purchaser in any civil proceedings brought by the Purchaser against OS in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.

c. The Purchaser shall keep OS properly informed of all complaints concerning the goods and shall comply with any directions of OS in any issues, proceedings or negotiations relating to such complaints.

d. In the event of any recall of the goods by OS the Purchaser shall co-operate fully and promptly with any steps taken by OS under Condition 14.5 below.

e. OS may at its discretion recall any goods already sold by OS to the Purchaser, (whether for a refund or credit or for replacement of the goods which shall in each case be undertaken by OS) and/or issue any written or other notification to the Purchaser about the manner of use of any goods already sold by OS to the Purchaser. The Purchaser agrees to give all reasonable assistance to OS or the manufacturer in resisting any claim which may arise under any recall of product by OS or the manufacturer of such product.

15.  Force Majeure

a. OS reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of OS including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not
i. relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Purchaser shall be entitled to give notice in writing to OS to terminate the Contract.

16.  Product Information

a. Whilst OS has made every effort to ensure that details and information given in both our printed and online publications are accurate at the time of issue, OS gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included and furthermore, OS’s policy is one of continuous improvement and the right is reserved to alter details and information at any time as the need arises.

b. Accordingly, the Purchaser should check any details and information they wish to rely on with OS at the time of purchase. OS accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publications.

17.  OS Disclaimer

a. Any products shown in both our printed or online publications do not represent endorsement by OS of any other products, services or organisations.

18.  Product Variations

a. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.

b. The packaging of the product may vary from that shown on images on our website.

19.  Data Protection

a. OS will use the personal information that the Purchaser provide to OS:
i. to supply the goods to the Purchaser;
ii. to process the Purchaser’s payment for the goods; and
iii. if you agreed to this during the order process, to give the Purchaser information about similar products that OS provide, but the Purchaser may stop receiving this at any time by contacting OS.

b. OS will only give the Purchaser’s personal information to third parties where the law either requires or allows OS to do so.

20.  Assignment

a. The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of OS.

b. OS may assign the Contract or any part of it to any person, firm or company.

21.  General

a. OS reserve the right to amend the Conditions which are subject to confirmation at the time of application.

b. Each right or remedy of OS under the Contract is without prejudice to any other right or remedy of OS whether under the Contract or not.

c. Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship between the parties under the Contract.

d. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

e. Failure or delay by OS in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

f. Any waiver by OS of any breach of, or any default under, any provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

g. The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

h. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.