CALIBRE TELECOMS LIMITED “CT” GENERAL TERMS AND CONDITIONS
These terms and conditions shall be deemed to be incorporated in and to form part of any contract entered into between CT and any person, firm or company to whom CT agrees to supply equipment and/or services (“the Customer”) and shall govern the sale or supply of such equipment and/or services (“the Equipment”) to the exclusion of any other terms and conditions.
1.1 Any quotation, tender document or other offer to supply issued by CT (each of the same hereafter being included in the word “Quotation”) remains open for acceptance by the Customer for a period of thirty days or such other period as is specified by CT. During such period the price shown for the Equipment shall remain fixed unless the manufacturer or supplier of the Equipment increases its list prices.
1.2 At any time after CT and the Customer enter into a contract for the sale or supply of the Equipment (“the Contract) CT may order the Equipment and make arrangements for the delivery and installation of the Equipment but CT shall not be obliged to take any or all of these steps until either the Customer pays the deposit referred to in paragraph (a) of clause 4.1 or demonstrates to CT reasonable satisfaction that it has arranged a lease or other financing agreement as described in paragraph (b) of clause 4.1.
1.3 If at any time after CT and the Customer enter into the Contract the Customer cancels or purports to cancel its order for the Equipment or any part thereof then CT shall be entitled to treat the Contract as repudiated and without prejudice to any other remedy available to CT to retain deposit paid and to recover from the Customer any loss of profit or other damage resulting from such cancellation or purported cancellation.
1.4 If at any time or times after CT and the Customer have entered into a Contract the Customer orders additional Equipment and/or services from CT these terms and conditions shall be deemed to apply automatically to the supply of such additional Equipment and/or services whether or not a further copy of these terms and conditions is issued to the Customer.
1.5 Any additional work relating to the installation of the Equipment which is not included in the terms of the Contract will be carried out at CT’s normal charging rates, but only upon receipt of a written request or consent signed by an authorised officer of the Customer.
2.1 The Customer is responsible for providing a suitable and adequately prepared site (including properly wired power points) for installation of the Equipment in compliance with all statutory requirements and regulations.
3. DELIVERY AND INSTALLATION
3.1 Subject to and in accordance with these terms and conditions CT will deliver and install the Equipment.
3.2 Delivery will be to and installation will be at the site or sites and on the date or dates agreed between CT and the Customer but any such date or dates are approximate only and not of any contractual effect. In this respect time shall not be of the essence in this contract and CT shall not be under any liability to the Customer in respect of any failure to deliver or install on any particular date or dates nor shall delay in delivery or installation be a basis for any repudiation of the Contract by the Customer.
3.3 From the time of delivery risk in the Equipment passes to the Customer who shall be solely responsible for the insurance of the Equipment.
3.4 Unless otherwise agreed in writing CT shall be entitled to deliver the Equipment by instalments. In any such case each instalment shall constitute a separate contract and any defect in any one or more instalments shall not entitle the Customer to repudiate the Contract as a whole nor to cancel any subsequent instalment.
3.5 CT shall not be responsible for any delay or failure on the part of any network provider, network carrier or other third party in respect of either the installation, connection or operation of the Equipment, and no such delay or failure shall constitute grounds for the Customer to defer, cancel or withhold any payment otherwise due to CT. In the event of any such delay or failure CT shall be entitled to charge the Customer at its normal rates in force from time to time for any additional visits or any additional costs resulting therefrom.
4.1 The Customer shall pay for the Equipment either:
- by direct purchase in which event the Customer shall pay a sum equal to 50% (or such other percentage as shall be agreed between CT and the Customer) of the total purchase price of the Equipment plus VAT on the date of entering into the Contract and shall pay the balance of 50% (or such other percentage as appropriate) of such purchase price by cleared funds on or before the date of delivery of the Equipment to the Customer’s premises; or
- by lease, hire purchase, rental or other similar agreement entered into with a third party reasonably acceptable to CT on or before the date of delivery of the Equipment to the Customer’s premises.
4.2 If the Customer fails to comply with clause 4.1 then without prejudice to any other right or remedy of CT hereunder CT shall be entitled at any time to treat the Contract as thereby repudiated and to recover from the Customer any loss of profit or other damage arising from or in connection with such failure.
4.3 If and to the extent that CT seeks at the request of the Customer to assist the Customer in making arrangements to comply with the Customer’s obligations under paragraph (b) of clause 4.1 any failure on the part of CT to make such arrangements shall not in any way limit or vary either the overriding responsibility of the Customer to comply with clause 4.1 or the consequences of the Customer failing so to do.
4.4 If not withstanding a default on the part of the Customer in complying with Clause 4.1 CT proceeds with the installation of the Equipment and the Customer then fails to remedy such default the Customer hereby irrevocably and unconditionally authorises CT to enter the Customer’s premises at any time thereafter for the purpose of retrieving any item of the Equipment.
4.5 The Customer shall not be entitled to refuse to comply with the payment obligations set out in clause 4.1 merely by reason of any incidental or minor defects in the Equipment but shall rely on CT to remedy the same promptly.
5.1 Notwithstanding delivery and the passing of risk in the Equipment to the Customer title to the Equipment shall remain with CT until the Customer has complied in full with clause 4.1.
5.2 Until such time as title in the Equipment passes to the Customer it shall hold the Equipment as fiduciary agent and the bailee of CT who shall be entitled at any time to require the Customer to deliver up the Equipment to CT.
5.3 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Equipment which remains the property of CT, but if the Customer does so all monies owing by the Customer to CT shall (without prejudice to any other right or remedy of CT) forthwith become due and payable.
6.1 If any part of the Equipment is not readily available then CT shall be entitled to provide alternative Equipment of equal quality and specification.
6.2 The Equipment must be used by the Customer at all times in accordance with the manufacturer’s, supplier’s or CT’s instructions or recommendations.
6.3 The Equipment is sold with the benefit of any manufacturer’s warranty or guarantee. If the Customer has a claim or complaint in respect of any of the Equipment alleged to be defective then the Customer must notify CT in writing of the nature of any such defect as soon as reasonably practicable. If such defect is notified to CT prior to the expiry of the manufacturer’s warranty period then CT will use its reasonable endeavours to persuade the manufacturer to replace any defective items free of charge, but any costs incurred by CT shall be paid by the Customer. If such defect is notified after the expiry of such period CT will have no obligation to the Customer to take any remedial action but will seek assistance from the manufacturer in such cases as CT considers it appropriate to do so.
7. LIMITATION OF LIABILITY
7.1 Any liability of CT to the Customer whether for negligence breach of contract misrepresentation or otherwise shall not in any circumstances exceed the cost of the defective, damaged or undelivered Equipment.
7.2 CT shall be under no liability to the Customer or any third party for any loss injury or damage of any kind (other than arising from death or personal injury) including any liability for any consequential loss and loss of business profit resulting from the use of the Equipment or occasioned in respect of the Equipment.
7.3 If and to the extent that CT agrees to assist in carrying out any of the Customer’s responsibilities as described in clause 2.2 it shall not thereby in any circumstances be liable to the Customer for any action, default or delay on the part of the network provider, network carrier or other third party.
7.4 Any selection of a network provider or network carrier by CT for the customer’s site shall be deemed to be only a recommendation by CT to the Customer and CT shall not in any circumstances have any liability to the Customer in respect thereof.
7.5 Without prejudice to the generality of clause 7.2 CT shall not in any circumstances whatsoever be liable for any loss or damage (including any consequential loss or any loss of business profit) resulting from the fraudulent or undetected use of the Equipment by any third party.
7.6 The Customer shall indemnify and keep CT fully and effectively indemnified against any liability, claims, costs, proceedings, loss or damage caused or contributed by any act of default or negligence on the part of the Customer or its servants or agents.
8. REPLACED EQUIPMENT
8.1 If the Customer wishes CT to remove and dispose of any items of replaced equipment, CT shall be entitled to assume that the Customer has good and unencumbered title thereto (and the Customer shall indemnify CT accordingly), but if so requested by CT at any time the Customer shall provide such evidence of ownership as CT shall require.
8.2 If CT agrees to store any items of replaced equipment for the Customer then the Customer shall pay in advance such storage charges as may be specified by CT. Notwithstanding any such payment storage shall be for a maximum of three months after which title in the replaced equipment shall pass automatically (and without further notice) to CT who shall be entitled to dispose of such replaced equipment as it sees fit.
Any failure by CT to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate to bar the exercise or enforcement thereof at any time or times thereafter.
10. THIRD PARTY RIGHTS
None of these terms and conditions are enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any party who is not a party to this contract.