These Conditions and the Supplier’s quotation apply to the contract between the Supplier and the customer named in the Supplier’s quotation (“the Customer”) and shall prevail over any terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere. In the event of conflict between these Conditions and the Supplier’s quotation, the Supplier’s quotation shall prevail.
2.1 The Supplier’s quotation and these Conditions constitute an offer by the Supplier which will be deemed to be accepted by the Customer without amendment unless such amendment is expressly agreed in writing by a director of the Supplier.
2.2 The Supplier’s quotation details the goods which are to be supplied by the Supplier (“the Goods”) and the services to be performed by the Supplier (“the Services”) and is open for acceptance by the Customer within one calendar month of its date.
3.1 The price payable for the Goods and Services shall be that contained in the Supplier’s quotation. The Supplier shall, however, have the right at any time to revise the price to take into account material increases in costs including (without limitation) the costs of any goods, materials, carriage, labour or overheads or the increase or imposition of any tax, duty or other levy.
3.2 Unless otherwise specified VAT and any other tax or duties payable by the Customer shall be added to the price, and to any other payment to be made to the Supplier by the Customer.
4. Terms of Payment
4.1 Payment of all invoices shall unless otherwise agreed in writing be made in full without any deduction or set-off within 28 days of the date of the relevant invoice.
4.2 Any extension of credit allowed to the Customer may be changed or withdrawn at any time.
4.3 Interest shall be payable on overdue accounts (both before and after judgement) at the rate of 4% per annum over the base rate for the time being of HSBC Bank PLC to run on a daily basis from the due date for payment until payment in full in cleared funds is received by the Supplier.
4.4 The Supplier reserves the right to require stage payments in appropriate cases, whether or not this is provided for in the Supplier’s quotation. In the event that any stage payment is not made when due, the Supplier reserves the right, without prejudice to any other available remedy, to suspend provision of the Services and/or supply of the Goods until such payment is made in full in cleared funds including all interest payable under clause 4.3 above, alternatively to treat this Agreement as having been repudiated by the Customer.
4.5 The seller may deliver by instalments in such quantities as it may reasonably decide; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Buyer to cancel any subsequent instalments or repudiate this contract as a whole.
5. Risk and Property
5.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery to the Customer’s premises or, if the Customer wrongfully fails to accept delivery of the Goods, the time when delivery of the Goods is tendered.
5.2 Notwithstanding delivery and the passing of risk in the Goods, property in the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the relevant invoice.
5.3 Until property in the Goods passes to the Customer under clause 5.2 above:
5.3.1 the Customer shall hold the Goods as the Supplier’s fiduciary agent and bailee, and shall keep the Goods separately and properly stored; and
5.3.2 the Supplier shall be entitled to enter upon the Customer’s premises and repossess the Goods.
6. Designs and Specifications
6.1 Save to the extent that the Supplier’s quotation includes network design, all drawings, designs and specifications prepared or submitted by the Supplier are for planning purposes only and the Supplier shall have no liability in respect of any errors or omissions. Any informal network design carried out on or after any survey or site visit represents a genuine attempt to meet the Customer’s requirements based on the information made available by the Customer, and the Supplier accepts no liability for such design.
6.2 The Supplier accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications not prepared by the Supplier and the Supplier shall be indemnified by the Customer against any resulting liabilities and expenses incurred by the Supplier.
6.3 All drawings, designs, specifications and other information submitted to the Customer by the Supplier are confidential and shall not be disclosed to any third party without the Supplier’s written consent.
7.1 The Supplier warrants that the Services will be provided with reasonable skill and care.
7.2 Where the provision of the Services includes the installation by the Supplier, as a registered installer, of Goods or other equipment manufactured by third parties, the Supplier warrants that it will pass on the benefit of any manufacturer’s guarantee or warranty to the Customer where it is able to do so.
7.3 Save as provided in this clause or in the Supplier’s quotation, no warranty is given by the Supplier in relation to any equipment or materials supplied to the Customer.
7.4 All warranties given by the Supplier under this clause or in the Supplier’s quotation are subject to payment by the Customer of all invoices issued by the Supplier in full by their due date.
8.1 Save in respect of personal injury or death caused by the Supplier’s negligence (for which by law no limit or exclusion of liability is permitted), the Supplier’s liability for any direct loss suffered by the Customer, however caused, shall not exceed the total amount actually paid to the Supplier under this Agreement by the Customer.
8.2 In no event shall the Supplier be liable for any indirect or consequential loss of any nature, however caused.
8.3 For the avoidance of doubt, and whilst the Supplier will use all reasonable efforts to secure any network or system on which it works, the Supplier will not be liable for any computer crash or other disruption, nor for any data loss or any consequences of data loss.
8.4 For the avoidance of doubt, and whilst the Supplier will use all reasonable efforts to comply with any work programme agreed with the Customer, the Supplier will not be liable for any delay in the provision of the Services and/or the supply of the Goods which:
8.4.1 is caused by anything beyond the Supplier’s direct control, including the availability of personnel or resources; or
8.4.2 is due to a withdrawal of the Supplier’s personnel from the Customer’s premises under clauses 9.2 or 9.3; or
8.4.3 arises from any default of the Customer.
9. Health and Safety
9.1 The Customer will, prior to the Supplier starting the provision of the Services, appoint a nominated contact who will provide all relevant health and safety information to the Supplier.
9.2 In the event that the Customer requests the Services to be provided at the Customer’s premises in a manner which, in the Supplier’s reasonable belief, breaches any law relating to health and safety, the Supplier reserves the right to cease provision of the Services and to withdraw its personnel from the Customer’s premises.
9.3 In the event that any asbestos or other hazardous material is encountered at the Customer’s premises during the provision of the Services, the Supplier reserves the right to withdraw its personnel from the Customer’s premises until they are made safe.
10. Access to the Customer’s premises
10.1 The Customer will, prior to the Supplier starting the provision of the Services, appoint a nominated contact to liaise with the Supplier’s personnel in relation to all issues arising from the presence of the Supplier’s personnel on the Customer’s premises, including but not limited to:
10.1.1 the provision of security passes as necessary;
10.1.2 the provision of adequate and convenient parking for the Supplier’s vehicles;
10.1.3 the provision of a power supply for the Supplier’s tools and equipment; and
10.1.4 the provision of reasonably secure storage for the Supplier’s tools and equipment and for all Goods or other equipment provided to the Customer by the Supplier.
10.2 Where Goods or other equipment are delivered directly to the Customer’s premises by third party suppliers or manufacturers, the Customer will promptly notify the Supplier’s personnel of their delivery and their precise whereabouts.
10.3 All facilities to be provided by the Customer under this clause are, for the avoidance of doubt, to be provided between the hours of 0800 and 1700 hours Monday to Friday, Bank and other public holidays excepted, and outside these hours by prior arrangement.
11. Additional charges
11.1 The price given in the Supplier’s quotation is for the Goods and Services detailed there. Any additional requirements which are subsequently requested by the Customer will be provided at the Supplier’s discretion and will be charged for at the Supplier’s then current time and materials rates in the case of services, and at prices to be agreed in the case of goods and equipment.
11.2 The Supplier will be entitled to make additional charges at its then current time and materials rates in the event that:
11.2.1 the Customer requests any work to be done urgently or outside the hours of 0800 – 1700 hours Monday to Friday or on any Bank or public holiday;
11.2.2 the Customer causes any delay in the provision of the Services by the Supplier, whether by restricting access or other facilities to carry out the Services or otherwise.
12. Force Majeure
The Supplier shall not be liable to the Customer for any breach of this Agreement resulting from any cause beyond its control, including but not limited to any industrial dispute.
Failure by the Supplier to enforce any rights under this Agreement shall not be deemed to be a waiver of any such rights.
Any notice given under this Agreement shall be deemed to have been duly given if served personally or sent by first class post to the receiving party’s last known address. Notices sent by first class post shall be deemed to have been given two working days after posting.
15. Governing Law
The contract shall be governed by and construed in accordance with the English law and the parties submit to the non-exclusive jurisdiction of the English courts.