Terms and Conditions of NETWORK BUSINESS
In these Conditions (unless the context shall require otherwise):
a) “the Company” shall mean Gary Douglas trading as Network Business and any of his assigns, employees and subcontractors;
b) “the Customer” shall mean the person, firm, limited liability partnership, company or other organisation with whom the Contract is made;
c) “the Contract” shall mean the contract between the Customer and the Company for the provision of the Services ;
d) “the Services” shall mean the goods and services ( or any instalment or part of them) to be supplied pursuant to the terms of the Contract;
e) “the Company’s Premises” shall mean the premises mentioned in the Contract or if not so mentioned means the Company’s premises situate at,
f) “the Customer’s Property” shall mean all goods and property provided to the Company by the Customer in connection with the Services.
a) In these Conditions the headings are for reference only and words in the singular shall include the plural and vice versa and references to any gender shall include the others.
b) These Conditions shall apply to the Contract to the exclusion of any other terms and conditions contained in or referred to in any order, letter, form of contract or other form of communication sent by the Customer to the Company and the provisions of these Conditions shall prevail unless expressly varied in writing and signed by the Proprietor of the Company.
c) The placing of an order by the Customer shall be deemed to be acceptance by the Customer of the Company’s terms and conditions.
d) Any concession made or latitude allowed by the Company to the Customer shall not affect the strict rights of the Company under the Contract.
e) If in any particular case any of these Conditions shall be or shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.
3) QUOTES AND PRICES OF SERVICES
a) No quote or order shall be binding on the Company unless and until it has been accepted by the Company.
b) Unless otherwise agreed in writing by the Company:-
i) the price payable for the Services shall be the price detailed overleaf on the front of this Contract;
ii) in the case of an order for delivery of Services by instalments or retainers, the price payable for each instalment or the retainer shall be the price detailed overleaf on the front of this Contract;
iii) the Company’s prices may be subject to adjustment to take into account any variation in the Company’s costs (which the Company shall notify to the Customer ) including but not limited to the cost of alteration of duties other increases in costs beyond the Company’s control since the date of the Customer’s order and the Company reserves the right to adjust the Contract/ invoice price and the Contract/ invoice so adjusted shall be payable as if the adjusted price were the original Contract/ invoice price.
c) All prices are exclusive of VAT (value added tax) and if applicable this shall be charged by the Company and shall be payable by the Customer at the appropriate rate.
4) ADDITIONAL COSTS
The Customer shall indemnify the Company in connection with any loss, cost or expense incurred by the Company as a result either directly or indirectly of the Customer’s instructions or lack of instructions or through any failure or delay whatsoever in provision of the Customer’s Property to the Company to enable it to provide it’s Services hereunder or through any other act neglect or default on the part of the Customer, it’s servants, agents or employees and this shall include but not be limited to payment of fees to the Company where the Customer requests the Company’s Services and the Company arrives at the Customer’s premises or such other place as the Customer has requested to be told the problem has been solved or otherwise dealt with.
5) PROVISION OF SERVICES
a) The Company shall use it’s best endeavours to adhere to times, dates and periods quoted or given for provision of the Services.
b) Time for provision of any Services hereunder shall not be of the essence of the Contract.
c) Any period for delivery or provision of the Services shall be calculated from the time of the Company’s acceptance of the Customer’s order or from the Company’s receipt of all information and any Customer’s Property necessary to enable the Company to provide the Services (whichever shall be the later).
d) No liability ( whether in contract or for negligence or otherwise howsoever) for loss of or damage to the Customer’s Property or that the Services are defective or are otherwise not in accordance with the Contract (being a defect or loss, damage or non-compliance which would have been obvious on a reasonable inspection of the Customer’s Property or any goods supplied to the Customer by the Company as part of the Services) or for non-delivery will attach to the Company unless claims to that effect are notified in writing to the Company by the Customer ( and in the case of claims for loss, damage or non-delivery with a copy to the carrier if the Company ‘s own vehicles have not been used to deliver any goods supplied in connection with the Services or to return the Customer’s Property) :-
i) within two (2) days of delivery for loss, damage, defect or non-compliance with the Contract; or
ii) within five (5) days of the completion of provision of the Services hereunder or any instalment thereof for non-delivery.
e) In the event of a valid claim for defect, loss, damage, or non-delivery the Company undertakes at it’s option to either repair or replace the items concerned at it’s expense but, subject to any specific warranties purchased by the Customer, the Company shall not be under any further or other liability in connection with such non-delivery, loss, damage, defect or non-compliance.
f) If the Customer shall fail to give notice in accordance with condition 5(d) above the items delivered or returned shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Customer it shall be bound to accept and pay for the same accordingly and all claims in respect of none delivery, loss, damage, defect or non-compliance shall be thereafter wholly bared and the Company shall bear no liability in connection therewith.
g) Where it is agreed between the parties that the Company shall supply hardware or software, the Customer confirms and agrees that it must check with the Company the suitability and compatibility of such software or hardware for it’s requirements and that it can arrange various warranties or guarantees with the Company in such circumstances and must check the warranties and guarantees available and make the necessary arrangements to obtain warranties to suit its individual needs.
h) If for any reason the Customer is unable to accept delivery of any Services or goods supplied pursuant to the Contract or return of any Customer’s Property at the time when the same are due and ready for delivery or return the Company may at it’s sole discretion and without prejudice to it’s other rights and for such period as the Company may determine store the Goods at the Customer’s risk and take all reasonable steps to safeguard and insure them at the Customer’s cost provided that the Customer shall be immediately be informed thereof.
i) The Customer agrees that in the event the Customer requests the supply of Services by the Company that the Company shall use all reasonable endeavours to attend to and solve the problems the Customer has requested help with but that the Company gives no guarantee that it will be able to solve the Customers problems as requested and that the Customer shall still be charged and pay for all work done by the Company at the Customers request even where the Company is unable to remedy all the problems the Customer has requested to the Customers satisfaction.
j) The Company shall have the right to provide the Services by instalments at such intervals as it may decide and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right.
6) PAYMENT TERMS
a) The Customer shall pay for the Services in accordance with the payment terms agreed overleaf SAVE THAT payment shall become due in any event forthwith upon the occurrence of any of the events referred to in Condition 12) hereof.
b) If the Services are to be provided in instalments the Company shall be entitled to invoice each instalment as and when provision thereof has been made and payment shall be due in respect of each instalment whereof provision of Services has been made not withstanding non-provision of other instalments or other default on the part of the Company.
c) If upon the terms of the Contract the price shall be payable by instalments (including but not limited to the payment by the Customer of a “retainer” to the Company) or if the Customer has agreed that Services are to be provided at specified times a default by the Customer in the payment of any due instalment (including but not limited to payment of any instalment of a retainer) or the failure to give instructions or to provide the Customer’s Property to the Company to enable it to provide Services as agreed in respect of any Services outstanding shall cause the whole balance of the price to become due forthwith and where the Customer has failed to pay any installment of any retainer as agreed the Company reserves the right to terminate the Contract forthwith.
d) The price payable for the Services shall be due in full to the Company in accordance with the terms of the Contract and the Customer shall not be entitled to exercise any setoff, lien or any other similar right or claim.
e) The time of payment shall be of the essence of the Contract.
f) Without prejudice to any other rights it may have, the Company is entitled (both before and after judgement) to charge interest at a rate equal to two and a half per cent (2 ½%) per calendar month on all overdue payments of the price of the Services or the price of any instalments thereof from the date payment is due until it is actually received.
g) Dishonoured cheques shall be charged for at £50.00 per presentation.
7) PASSING OF TITLE AND RISK
a) From the time of Delivery to or collection by the Customer of any goods supplied by the Company pursuant to the Services hereunder such goods shall be at the Customer’s risk and the Customer shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed in writing such goods shall remain the Company‘s property until all payments to be made by the Customer under the Contract and any other Contract between the Company and the Customer and any other account what so ever have been made in full and unconditionally.
b) This Contract hereby operates as a licence for the Company to enter upon the premises owned, occupied or controlled by the Customer to recover such above mentioned goods at any time where the same have not been paid for in accordance with the terms of the Contract.
8) CONDITIONS AND WARRANTIES
a) The Contract shall not constitute a sale by description or sample unless otherwise agreed in writing and signed by both parties.
b) Any conditions or warranties (whether expressed or implied by statute or common law or arising from conduct or a previous course of dealing or trade, custom or usage or otherwise how so ever) as to the quality of the Services or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Services with any description or sample are hereby expressly agreed not to apply.
9) DEFECTIVE SERVICES.
a) Nothing herein shall impose any liability on the Company in respect to any defect in the Services arising out of the acts, omissions, negligence or default of the Customer, its servants or agents or employees including in particular any failure by the Customer to comply with any recommendations of the Company as to the usage, maintenance, storage, transport or handling of any goods, including goods supplied as part of the Services hereunder.
b) Where the Services are to be provided in instalments any defect in any instalment shall not be grounds for cancellation of the remainder of the instalments and the Customer shall be bound to accept provision thereof.
c) The Company shall not be liable for any problems or defects in the Services which cannot be proved to be directly caused by the Company and in particular shall not be liable for any problems caused by any improper or negligent use by the Customer.
d) The Customer agrees to acknowledge receipt of any goods delivered or collected by signing and dating a delivery note or receipt and the Customer further agrees to inspect the goods as soon as they are received and to report any shortage, loss, damage to goods or inaccuracies in goods received or ordered in writing on the delivery note or receipt and any failure to do so will result in any claims against the Company not being accepted.
e) Nothing herein shall have the effect of excluding or restricting the liability of the Company for the death or personal injury caused by the Company’s negligence in so far as the same is prohibited by
10) CUSTOMERS SPECIFICATIONS
The Company shall not be liable for problems caused by any inaccuracies of any instructions, specification, bill of quantities or materials supplied by the Customer or by the Customers failure to make any particular specification.
11) CONSEQUENTUAL LOSS
The Company shall not be liable for any costs claims damages or expenses arising out of any tortious act or omission or any breach of Contract or statutory duty calculated by reference to any profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.
12) DEFAULT OR INSOLVENCY OF CUSTOMER
If the Customer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Customers property or assets or if the Customer shall make any arrangement or composition with its creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against it or (if the Customer is a company) if any resolution or petition to wind up such company shall be passed or presented or if a receiver administrative receiver or administrator of the whole or any part of such company’s undertaking, property or assets shall be appointed the Company in its discretion and without prejudice to any other right or claim may by notice in writing terminate wholly or in part any and every Contract or agreement between the Company and the Customer or may (without prejudice to the Company‘s right to subsequently terminate the Contract for the same cause should it so decide) by notice in writing suspend provision or any further provision of Services until any default by the Customer is remedied.
13) LIMITATION OF LIABILITY
The aggregate liability of the Company (whether in Contract or for negligence or breach of statutory duty or otherwise how so ever) to the Customer for any loss or damage of what so ever nature and how so ever caused shall be limited to and in no circumstance shall exceed the price of the Services.
No statement, description, information, warranty, condition or recommendation contained in any brochure, catalogue, price list, advertisement or communication or made verbally by any of the Company‘s agents or employees shall be construed to enlarge vary or override in any way any of these conditions.
15) FORCE MAJEURE
The Company shall be entitled to delay or cancel delivery or to reduce the extent of Services provided if and to the extent that it is prevented from or hindered in or delayed in provision thereof by normal route or means of provision through any circumstances beyond its control including but limited to strike, lock outs, accidents, illness, war, fire, reduction or unavailability of materials or power, break down of machinery or equipment, or shortage or unavailability of raw materials from usual sources of supply.
Save as provided for 12 and 15 above no Contract may be cancelled unless by agreement in writing signed by both parties and upon to the Company of such amount as may be necessary to indemnify the Company against all losses resulting from the said cancellation.
The Company reserves the right to assign the Contract with the Customer or to sub contract the whole or any part thereof to any person, firm or Company.
This Contract shall be subject to the exclusive jurisdiction or the English courts and shall be construed with accordance with English Law.