© Copyright Payne 2007.

Payne and Payne Security are a trading division of Filtrona United Kingdom Limited, a Filtrona plc company. Registered Office: Avebury House, 201-249 Avebury Boulevard, Milton Keynes, MK9 1AU, United Kingdom. Registered in England No. 259345, VAT Registered No. GB 243 2909 68

All use is subject to our Terms of Use, which are subject to change without notice.
This Web Site is operated by Payne ("We", "Us" and "Our", as appropriate in the context). Your use of this Web Site is subject to the following terms and conditions ("Terms of Use"), which you are deemed to accept by using the Web Site.

1. Content Rights
The copyright and all other rights in the material on this Web Site are owned by Us or are included with the permission of the owner of those rights. We reserve all rights.  You are not permitted to use the information or other material on this Web Site other than for its intended purpose of providing background and general information about Us and Our products.

2. Information and Availability
Whilst We aim to ensure that the material on this Web Site is accurate, complete and current, all material on this Web Site is provided for information purposes only and you are advised to verify the accuracy of any information before relying on it.  We may alter, suspend or discontinue the Web Site without notice. Errors, interruptions and delays may occur in the service at any time. Accordingly, this Web Site is provided "as is" without any warranties of any kind.  We do not accept any liability arising from any inaccuracy or omission in the information, interruption in availability, or damage to your computer system or any loss of data that results from the download of any material from this Web Site.  We do not accept any liability for any indirect or consequential loss, loss of profits, or any special damages otherwise arising out of or in connection with the use of this Web Site.
There may be restrictions or prohibitions applicable in certain jurisdictions on the purchase, resale or distribution of our goods or services. It is not Our policy to check the laws of the jurisdictions in which our customers are based and accept no responsibility for any losses or liabilities suffered by our customers (or their customers) in respect of their purchase, receipt or use of our goods and services. You are advised to check the applicable laws in your jurisdiction.

3. Links
On this Web Site you may be offered automatic links to other web sites. While We hope you will be interested in those web sites, We do not endorse or accept any responsibility for any content on any web site linked from this Web Site.
You may not include a link to our Web Site or display the contents of our Web Site surrounded or framed or otherwise surrounded by material not originating from us without Our consent.

4. Trade Marks
Payne, Payne Security, Laminex, Morane, PP Payne, Filtrona", and other trade marks and associated logos used on the website are trade marks of Filtrona International Limited, its subsidiaries or associated companies and may be registered in certain jurisdictions. This website may also include trade marks of third parties. All those trade marks are the property of their respective owners..                  

5. General
Nothing in these Terms of Use is intended to restrict or exclude any liability that We have to any party which can not be so restricted or excluded by law, including liability for death or personal injury resulting from Our negligence.

These Terms of Use shall be governed by English law and the courts of England and Wales shall have exclusive jurisdiction over any disputes arising in relation with this Web Site.

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Payne Security Terms & Conditions of Sale

1. Terms
1.1 These terms govern all Contracts for the sale of Goods and services, between Filtrona United Kingdom Limited, trading as Payne & Payne Security, (“the Company”) and any Purchaser of the Goods (“the Purchaser”). They can be varied only with the written consent of the Company.
1.2 “Goods” means all or any part of the items and substances supplied by the Company to the Purchaser and “Contract” means any Contract between the Company and the Purchaser for the sale of Goods. “Product” means any Product assembled or manufactured by or on behalf of the Purchaser which includes Goods.
1.3 The clause headings do not form part of the Contract.

2. Delivery and Specifications
2.1 Time shall not be of the essence with regard to delivery and any dates quoted are an estimate only. The Company reserves the right to make partial deliveries.
2.2 Delivery shall take place at the Company’s premises unless agreed otherwise in which case the Company reserves the right to pass on any additional charges to the Purchaser.
2.3 All illustrations and specifications relating to the Goods are approximate only and the Company reserves the right to make such alterations as it thinks fit. Performance figures where stated, are approximate and not to be relied upon.
2.4 The Purchaser agrees that an order for Goods by reference to a Product name, number or description shall be to the Company’s basic standard version of those Goods and that supply of them will fulfil the Company’s obligations.

3. Cancellation
3.1 The Purchaser shall indemnify the Company against all loss (including loss of profit) or expense however indirect or remote resulting from cancellation or other breach of the Contract by the Purchaser.
3.2 All orders placed by the Purchaser are irrevocable but the Company shall have the right to cancel the Contract without liability until the Goods are delivered or invoiced.

4. Prices
4.1 All prices quoted are exclusive of any taxes duties or charges, packing costs and transport costs from the Company’s premises unless otherwise stated.
4.2 The Company reserves the right to vary the price of the Goods by any amount attributable to any changes in the cost to the Company of purchasing the Goods or any materials incorporated in them, or procuring necessary services, or to fluctuations in currency exchange rates between the date of the Contract and the date of delivery of the Goods.

5. Payment
5.1 Payment is due immediately on invoice unless agreed in writing with an agreed credit term. Interest will be charged on all overdue accounts at the rate of 1% above the prevailing NatWest Bank rate, per calendar month or part thereof in which payment is overdue and such interest shall continue to be payable after judgement.
5.2 In the event of non or late payment of any sum due to the Company, the Purchaser will be liable, in addition, to indemnify the Company in respect of its costs of collecting the debt, including but not limited to legal costs and the fees and expenses of a debt collection agency, or any third party collecting the debt (whether calculated as a percentage of the debt to be collected or otherwise).

6. Set-Off and Lien
6.1 No payments may be withheld nor may any counterclaims of the Purchaser be set off against any payment due.
6.2 The Company shall have a general and particular lien on all money and property which the Purchaser owns or is entitled to possess which is in the possession of the Company or its agents, which it may sell as the Purchaser’s agents to reduce the Purchaser’s debt to the Company.

7. Force Majeure
The Company shall not be under any liability of any kind for non-performance in whole or in part of its obligations due to causes beyond the reasonable control of the Company or of the Company’s suppliers, or due to labour disputes, or due to unavailability of stocks or necessary personnel.

8. Claims & Discrepancies
8.1 The Company shall not be liable for any claim in respect of Goods or services alleged to be defective unless made in writing to the Company within seven days of delivery and any allegedly defective Goods are returned for inspection by the Company.
8.2 The Company shall not be liable for any claims for loss or damage to the Goods in transit unless the Goods were then at the risk of the Company and the claim is made in writing to the Company within a period of seven days from the date of delivery or the time when the Goods should have been delivered.
8.3 No returns will be accepted without prior authorisation from the Company. The Customer Services Department will issue a ‘CE’ number on request. Goods must then be returned within fourteen days with the relevant ‘CE’ number clearly displayed on the external packaging.

9. Purpose of Goods
The Purchaser warrants that he has disclosed to the Company in writing all matters which may affect the fitness for their purpose of Goods supplied or the effectiveness of services rendered.

10. Exclusion of Liability
10.1 The Company’s aggregate liability in tort and/or for breach of Contract and/or for misrepresentation and/or for breach of statutory duty in connection with the Goods/services shall not exceed the sum paid to (and to be kept by) the Company for the Goods/services in relation to which such liability may have arisen. The Company shall have no liability in any case for loss or profit or other consequential loss. To the extent that the law may prevent such limitation of liability to a third party, the Purchaser will indemnify the Company against any claim in excess of this limit.
10.2 Nothing in the Contract excludes or limits the liability of the Company for death or injury caused by the Company’s negligence or for fraudulent misrepresentation.
10.3 The parties have freely negotiated the Contract including the price in the knowledge that the liability of the Company is to be limited. A higher price would be payable but for such limitation.
10.4 The Contract contains the entire agreement between the Company and the Purchaser in respect of the Goods and no verbal representations by the Company may be relied upon by the Purchaser.
10.5 The conditions of the Contract are limited to those stated in writing by the Company.

11. Risk
11.1 Risk in the Goods shall pass to the Purchaser on delivery.
11.2 Until title passes to the Purchaser if shall indemnify the Company against all loss or damage to the Goods or depreciation in their value and shall keep them fully insured.

12. Title
12.1 Title to Goods remains with the Company until the Purchaser pays to the Company the full price for those Goods and any other sums owing to or claims by the Company on any account.
12.2 Until title passes to the Purchaser, the Purchaser shall not deal with or dispose of the Goods other than for full value in its normal course of business. Any permission to deal with the Goods ceases immediately on the appointment of an administrative receiver, on the presentation of a winding up or bankruptcy petition or of a petition for the making of an administration order, the appointment of a liquidator, the giving of notice of any meeting to pass a winding up resolution, or any other act of insolvency.
12.3 Until title passes, the Company may at any time (regardless or any period of credit given to the Purchaser) enter on to the premises of the Purchaser or of its agents or customers to repossess all or part of the Goods and any Products without prejudice to any rights of the Company.
12.4 Until title passes, the Goods shall be stored separately by the Purchaser and clearly identifiable as the property of the Company.
12.5 Until title in the Goods shall have passed to the Purchaser, if any of the Goods are incorporated in or attached to any Products, the Purchaser shall maintain records sufficient to enable such Goods so incorporated to be identified or quantified. The Company may at any time remove any Goods belonging to it or the Products themselves regardless of any practical difficulty or damage caused.
12.6 Where Goods belonging to the Company are stored in common with similar items belonging to others, it shall be conclusively presumed (regardless of any evidence to the contrary) that the Goods are withdrawn last from store.
12.7 Until title passes the Purchaser shall hold the Goods as bailee for the Company and shall be fiduciary for the Company in respect of the Goods and in respect also of any proceeds of sale.
12.8 Where title to the Goods has not passed from the Company and a Third Party (not aware of the Company’s ownership of Goods) wishes to buy the Goods or any Product, the Purchaser may invoice the Goods or Product to the Third Party. The Purchaser shall operate as principal in respect of obligations owing to the Third Party in respect of such transaction, but as agent for the Company in respect of rights arising against the Third Party. The Purchaser acknowledges that all rights against the Third Party belong to the Company including the right to payment for Goods/Products from the Third Party and assigns such rights as it possesses to the Company. All payments received from the Third Party shall be passed direct to the Company.
12.9 The Purchaser shall give the Company full particulars of persons to whom Goods or Products have been or are intended to be sold.

13. Property Rights
13.1 All intellectual property rights in the Goods or in any document, invention or information made or compiled in connection with the Goods or the Contract shall be vested in the Company. The Purchaser shall have a licence to use (but not copy) it as necessary, terminable by the Company.
13.2 Where computer software is supplied by the Company, title to the software and any hardware or medium on which it is stored and any manuals relating to it remains permanently with the Company which may require its return at any time. The Purchaser will procure that no copies are taken of the software or any manuals. The Purchaser shall have a licence to use them, terminable by the Company.
13.3 The Purchaser will notify the Company of any infringement of the Company’s intellectual property rights which come to its attention.

14. Indemnity and Insurance by Purchaser
The Purchaser shall insure fully against and shall indemnify the Company against all expenses and liabilities connected with:
14.1 Any defect in the Goods or in any Product of the Purchaser or any third party deriving title in the Goods directly or indirectly from the Purchaser (including any liability relating to the Consumer Protection Act 1987, EEC Council Directive 85/374/EEC or any other similar equivalent foreign legislation (the “Product Laws”) unless such liability is caused solely by the Company’s negligent act or omission in the manufacture or delivery of the Goods; or
14.2 Any use at the Purchaser’s request by the Company, the Purchaser or any third party of a trademark in connection with the Goods or any Product.
14.3 Any infringement or any intellectual property rights of any third party caused by the Production, supply use or sale of the Goods or any Product or by the use of any trademark; or
14.4 Any negligent or willful act or omission of the purchase in connection with or in relation to the use or supply of the Goods or any Product.
14.5 Any liability or loss arising from or connected with any specification supplied by the Purchaser for the manufacture or assembly of Goods by the Company.

15. Tests
The Company will if possible carry out at the Purchaser’s expense any tests required by the Purchaser on the Goods prior to delivery. The Company will on request supply a written report of the test. The result of the test shall be conclusive.
16. Termination by Company
If the Purchaser commits any breach of or fails to comply with any term of the Contract or becomes insolvent the Company shall have the right (without prejudice to its other rights or remedies) forthwith to terminate the Contract or any part of it, and/or withhold delivery of Goods and demand payment for all Goods supplied or work in progress on Goods intended for the Purchaser.

17. Rectification
If any of these terms or any part of any of these terms in unenforceable or void at law, it shall not affect the remainder of such term or any other such term or otherwise affect the Contract and shall be replaced by such valid term as near as may be in effect to the original term.

18. Licences
The Purchaser is responsible for obtaining any necessary import of export licence.

19. Jurisdiction
The Contract shall be governed by the laws of England and disputes arising from it shall be subject to the jurisdiction of the English Courts.

20. Design, Artwork and Printed Matter
All artwork transparencies together with printing plates and steel dies shall remain the property of the Company. All artwork will be stored by the Company for a period of 3 years from the last order date, from which point the Company reserves the right to destroy all artwork.

21. Data Protection
The Purchaser warrants that it has obtained the consent of its relevant officers, employees and agents to the Company processing personal data covered by the Data Protection Act 1998 (as amended) and transferring such personal data outside the European Union, but within the Company’s Group. The Purchaser hereby indemnifies the Company in respect of any liability, cost or expense arising directly or indirectly from a breach of the warranty set out in this clause.

22. General
22.1 In the case of any order for Goods of a type or description not normally held in stock by the Company and therefore specially made ordered or imported by the Company to meet such order then the Purchaser agrees to accept the Goods 10% more or 10% less than ordered, the total price of the order to be correspondingly adjusted.
22.2 The parties to this Contract do not intend that any item of the Contract will be enforceable under the Contracts (Right of Third Parties) Act 1999 by any person that is not party to it.