Terms and Conditions

Our terms are available for download

Network Service Agreement Terms .pdf 9.9 MB	Network Service Line Rental Agreement Terms .pdf 10.5 MB	Maintenance Agreement Terms .pdf 6.8 MB
Conditions of Sale Rental .pdf 1.1 MB	Conditions of Sale Cash .pdf 137 kB	Broadband Terms .pdf 385 kB

BACKGROUND

• The Seller carries on the business of selling the Products.
• The Customer wishes to buy and the Seller wishes to supply and sell the Products on the terms and conditions set out in this agreement.

1. INTERPRETATION

1.1 In these conditions:
Conditions: are these terms and conditions of sale and (unless the context otherwise requires) include any special terms and conditions on the face of the Order Form.
Contract: is the contract for the purchase and sale of the Goods.
Customer: is the person whose order for the Goods is accepted by the Seller.
Goods: are the goods (including any instalment of the goods or any parts for them) specified on the Order Form.
Order Form: the Seller’s standard order form.
Seller: is Supply Group Limited, trading as Supply Communications, a Limited company incorporated and registered in England and Wales with company number 6681198 whose registered office is at Winchester Hill Business Park, Winchester Hill, Romsey, SO51 7UT.
1.2 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of this agreement and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of this agreement.
1.3 Interpretation is unaffected by Headings, whose purpose is limited to convenience.

2. BASIS OF THE SALE

2.1 The Seller shall sell and the Customer shall purchase the Goods in line with any written order of the Customer signed by both parties authorised representatives.
2.2 All Goods are sold subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any order is made or purported to be made, by the customer.
2.3 Variations to the Conditions shall only be binding where they have been agreed in writing by the Seller.
2.4 The Seller’s employees or agents are only authorised to make any representations concerning the Goods when this has been confirmed by the Seller in writing. Upon entering into the Contract, the Customer acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or right to rescind the Contract for any such representations which are not so confirmed (with the exception that such representations were fraudulently made).
2.5 All advice or recommendation provided by the Seller or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Customer’s own risk. Consequently, the Seller will not be liable for any such unconfirmed advice or recommendation.
2.6 Errors, including, but not limited to; typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. ORDERS AND SPECIFICATIONS

3.1 Quotations are valid for 30 days only.
3.2 Customer submitted orders will only be accepted by the Seller upon the Order Form being signed by the authorised representatives of both parties.
3.3 Where required, the Seller will assist the Customer with an application for third party finance. The failure of the Customer to obtain such third party finance, in no way has an affect on any of the other terms of the Contract.
3.4 Responsibility lies exclusively with the Customer for ensuring the accuracy of the terms of any order (including any applicable specification) and for giving the Seller any necessary information within a sufficient time to enable the Seller to perform the Contract.
3.5 The quantity and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Customer) or the Seller’s acceptance of the Customer’s order. The Seller reserves the right to alter the specifications after acceptance by the Customer if the Goods specified are no longer available or have been superseded with a similar or improved product.
3.6 The right is reserved by the Seller to change the specification of the Goods so that the Goods conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to the Seller’s specification, if the change in specification does not materially affect the quality or performance of the Goods.
3.7 An order accepted by the Seller can only be cancelled by the Customer with the Seller’s agreement in writing and on the basis that the Customer indemnifies the Seller in full for the greater of:
3.7.1 either the sum of 40% of the total amount payable under the order; or
3.7.2 all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. PRICE OF GOODS

4.1 The Seller’s quoted price as stated on the Order Form, is the set price of the Goods.
4.2 Upon giving notice to the Customer, the Seller, at any time before delivery, may increase the price of the Goods to reflect any increase in the cost to the Seller which is due to circumstances outside of the Seller’s control (e,g. but not limited to, any significant increase in the costs of labour, foreign exchange fluctuation, currency regulation, alteration of duties, materials or other costs of manufacture), any change requested by the Customer in delivery dates, quantities or specifications for the Goods, or any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate information of instructions.
4.3 The Customer is solely responsible for financially settling in addition any applicable value added tax, import or export duties or other taxes or duties.

5. TERMS OF PAYMENT

5.1 The agreed deposit will become payable by the Customer immediately upon placing the order. If the Goods are to be installed by the Seller the balance shall become due upon installation under otherwise agreed in writing. In all other instances payment shall become due on receipt by the Customer of the Seller’s invoice.
5.2 If the customer fails to make payment in full on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller may:
5.2.1 cancel the Contract or suspend any further deliveries to the Customer;
5.2.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Customer);
5.2.3 charge the Customer interest (both before and after any judgement on the amount unpaid, at the rate of 2% per month (or part of a month) until payment in full is made;
5.2.4 demand immediate payment of all outstanding invoices;
5.2.5 render the Goods non-functional until such time as all outstanding invoices and interest are settled in full.

6 DELIVERY

6.1 Delivery of the Goods occurs, when the Seller has delivered the Goods to the location in line with the Order Form.
6.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. The Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Upon giving reasonable notice to the Customer, the Goods may be delivered by the Seller in advance of stated delivery date.
6.4 Where the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Customer’s or any third party’s fault, and the Seller is accordingly liable to the Customer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 Upon the Customer failing to take delivery of the Goods, or failing to give the Seller adequate delivery instructions at the time stated for delivery then the Seller is entitled to:
6.5.1 Charge the Customer for the costs (including insurance) of storing the Goods until actual delivery and; or
6.5.2 Sell the Goods at the best price readily obtainable and (after deducting all storage, selling and other expenses) account to the Customer for the excess over sums owing by the Customer or charge the Customer for any shortfall.
6.6 If the Seller is to deliver the Goods other than at the Seller’s premises, then the Customer must, in writing, inform the Seller and the carrier within (48) hours of delivery of shortage in delivery or any damage to the Goods.
6.7 Responsibility for inspecting the goods rests solely with the Customer as soon as the Goods or part of the Goods are connected to the network or the Customer has access to the network. Failure of the Customer to notify the Seller in writing within 7 days of any defects will result in the Customer being deemed to have accepted them. Where, any such connection of the Goods or access is only partial, the Customer is entitled to withhold payment. Upon the Customer delaying such connection to the network then the price will become due and payable immediately. After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the Contract. There are no circumstances in which the Customer can reject the Goods on the basis of defects or failures which are so slight, that rejection by Customer would be unreasonable.
6.8 Where it is agreed that the Seller shall install the Goods, then the Seller will do so as soon as practicable after delivery. The Seller will not be liable for any loss suffered by the Customer in the event of any delay in installing the Goods.

7. RISK AND PROPERTY

7.1 Risk in Products (including damage & loss) shall pass to the Customer at the time when the Seller notifies the Customer that the Goods are available for collection; or
7.1. If the Goods are to be delivered otherwise than at the Seller’s premises at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Title to Products shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
such Products; and
all other sums which are [or which become] due to the Supplier from the Customer for sales of Products [or on any account].
7.3 Until title to Products has passed to the Customer, the Customer shall:
hold such Products on a fiduciary basis as the Supplier's bailee;
• store such Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
• not remove, deface or obscure any identifying mark or packaging on or relating to such Products; and
• maintain such Products in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier's interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect such Products and the insurance policy.
7.4 Until the property in the Goods passes to the Customer (and provided the Goods are still in existence), the Customer shall deliver up the Goods to the Seller on demand and, if the Customer fails to do so immediately, the Seller may enter any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
7.6 The Customer may not pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Customer does so all monies owing by the Customer to the Seller shall immediately become due and payable.

8. WARRANTIES AND LIABILITIES

8.1 The Seller warrants that its title to the Goods is unencumbered.
8.2 The Seller shall pass to the Customer (to the extent that the Seller is legally entitled to do so) the benefits of the manufacturers warranty as applicable. This is Subject to below conditions.
8.3 Upon receipt of a valid claim reduced to writing by the Customer for defective Goods or for Goods which fail to me meet their specifications as provided in the quotation, then the Seller may elect to replace or repair or the Goods (or the part in question) free of charge, It will be exclusively at the Seller’s discretion to refund the Customer the price of the Goods (or a proportionate part thereof), Nonetheless, the Seller will have no further liability to the Customer.
8.4 Unless expressly provided in these conditions, and with the exception of the Goods being sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all other warranties, terms or conditions implied by statute or common law arising out of or in connection with the supply of the Goods or resale of the Goods by the Customer are excluded to the fullest extent permitted by law. The Seller’s prices are determined on this basis.
8.5 The Seller shall have no liability whatsoever:
8.5.1 in respect of any defect arising from fair wear and tear, wilful damage, negligence (including improper storage), improper installation or maintenance, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
8.5.2 if any sum owing by the Customer to the Seller has not been paid:
8.5.3 if loss is suffered by the Customer because the Goods fail to perform to their specifications due to faults in the service provided by the network provider.
8.6 Unless expressly provided in these Conditions, the following provisions set out the Seller’s entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Customer in respect of:
8.6.1 any breach of the Seller’s contractual obligations arising under the Contract; and
8.6.2 any representation (other than fraudulent misrepresentation) statement or tortious act or omission including negligence arising under or in connection with these conditions.
AND THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE FOLLOWING PROVISIONS OF THIS CONDITION
8.7 Any act or omission on the part of the Seller or its employees, agents or sub-contractors falling within condition 8.6 above is described as an “event of Default’.
8.8 That part of the Seller’s liability to the Customer for death or injury resulting from the Seller’s negligence, or the negligence of the Seller’s employees’, agents’ or sub-contractors’, that the law does not permit the Seller to exclude shall be unlimited.
8.9 To the extent the law does not permit such liability to be excluded and save as otherwise expressly provided, the Seller’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the price of the Goods.
8.10 Subject to condition 8.9 above, the Seller shall not be liable to the Customer in respect of any Event of Default for any increased costs, expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Seller had been advised of the possibility of the Customer incurring the same.
8.11 The Seller shall not be liable to the Customer, or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations, if the delay or failure was due to any cause beyond the Seller’s reasonable control including (without limitation) flood, fire, war or threat of war, sabotage, civil disturbance or governmental action, import or export regulations or embargoes.
8.12 Unless expressly provided, the Customer shall indemnify the Seller in respect of any cost, claim, loss or liability made by any person in connection with the Goods.

9. INSOLVENCY OF CUSTOMER

where:
9.1 the Customer fails to make any due payment or breaches any clause of the Contract; or
9.2 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a seller) goes into liquidation; or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or the Seller reasonably apprehends that any of these events is about to occur in relation to the Customer and notifies the Customer accordingly.
9.3 the Seller reserves the right to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10 GENERAL

10.1 The Customer may not assign its rights and obligations under the Contract. However, the Seller may assign its rights and obligations under the Contract.
10.2 Any notice shall be in writing addressed to the addressee at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this condition 10.2 to the party giving notice.
10.3 No delay or failure by the Seller in enforcing any provision of the Contract shall constitute a waiver of that provision or any other provision. No waiver by the Seller of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by the Seller shall be effective unless in writing.
10.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
10.6 These Conditions and the Seller’s acknowledgement of order constitute the entire agreement between the Seller and the Customer concerning the supply of the Goods and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation).
10.7 The Seller’s rights are cumulative and in addition to any rights available to it at common law.
10.8 The Contract shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts.