Alerter Group plc Standard Terms & Conditions of Supply
1 Definitions and Interpretation
1.1 In these terms unless the context shall require otherwise:
(a) 'Company' means Alerter Group plc, its successors and assigns
(b) 'Customer' means the person, firm, Company or organisation at whose request the Work is to be done or Goods supplied
- ‘User’ means the person, firm, company or organisation operating the equipment
- 'Equipment' means any equipment or computer software delivered to the Customer or a location designated by the Customer
(d) 'Manufacturer' means, in respect of Equipment parts, the manufacturer or trade supplier of the parts
(f) 'Completion' means, in the case of the contract for Work, the date of the Company's notice to the Customer that Work has been completed; in the case of the supply only of equipment, the date of despatch of the Equipment
(g) 'Goods' means any goods or replacement thereof supplied by the Company under the Contract
- 'Order' means the Order set out on the Order Acknowledgement for Work to be done or Goods to be supplied
- 'Contract' means the contract upon these terms for the supply of Goods and / or performance of Work
- ‘Work' means any works to be performed on Goods or Equipment at the Customer's request whether by way of site survey, installation, commissioning, training, repairs, servicing or otherwise
(k) ‘Designated Site’ means the building or buildings or geographic area stated in the written quotation and order acknowledgement where the equipment will be installed to provide effective radio coverage
(l) ‘Installation’ means the delivery of the Equipment to the Designated Site and its physical installation but excludes the services provided under ‘Connection Services’.
(m) ‘Connection Services’ means the engineering services provided by the Company to connect the Equipment to the Designated Site’s mains electrical supply, fire alarm system and other ancillary devices.
(n) ‘Site Inspection’ means the engineering service provided as part of the support agreement to check correct functioning of the system.
(o) ‘Project’ means the supply of Equipment and provision of Installation Services
(p) ‘Installation Date’ the date mutually agreed by the Company and the Customer when the Installation will take place.
1.2 These terms and the terms set out on the Order Acknowledgement together constitute the only terms of the contract and no amendment or addition hereto shall be effective unless agreed in writing by a Director of the Company.
1.3 Headings in these terms are for convenience only and shall not affect the construction of these terms: the masculine shall include all genders and the singular shall include the plural; any reference to statutory provisions is a reference to such statutory provisions as amended or re-enacted from time to time.
2 Formation of Contract
2.1 The Customer's request to the Company to carry out Work or supply Goods is an offer to enter into a contract upon these terms. Acceptance occurs and the Contract is formed upon either:
(a) the Company accepting delivery of the Equipment at its premises; or
(b) the Company issuing to the Customer an acknowledgement copy of his Order signed and dated by an authorised representative of the Company.
2.2 The Contract is personal to the Customer and the Customer shall not assign the benefit of the Contract without the prior written consent of an authorised representative of the Company.
3 Estimates and Quotations
3.1 Any verbal or written estimate given by the Company is a considered approximation of the likely costs of Work and Goods. Estimates do not constitute an offer by the Company and are valid for 30 days from the date stated thereon.
3.2 A chargeable site survey is required to determine the type and positioning of the Equipment to ensure effectiveness of the system throughout the Designated Site. Any price or equipment configuration given verbally or in writing prior to a full site survey must be treated as an estimate. Following a site survey a written quotation may be issued. If a site survey is not carried out and the Customer requests Equipment installation and during or after the installation it is found that additional work or Equipment will be required to obtain adequate coverage of the designated site then the Customer agrees to pay these additional costs.
- Where the Company provides a written quotation the prices for the Work and Goods will remain firm for orders placed within 30 days of the issue date of the quotation.
- The Company will not be responsible for any changes in the character of the site (between the date of inspection for the quotation and the date the works begin) that may affect the performance of the contract. The Customer shall indemnify the Company against any loss or damage that may arise as a result of any changes.
4 Prices and Variations
4.1 Prices of Goods stated in any estimate or in the Order Acknowledgement are based on prices current at the date of the estimate or Order Acknowledgement (as the case may be). Prices will not be firm unless stated as such on the Order Acknowledgement.
4.2 The Company reserves the right to vary the price of work or Goods by any amount attributable to a change in the Customer's instructions, or if the Customer or his sub contractor fails to complete agreed work by the agreed date for installation of the Company’s goods and services which results in increased costs to the Company.
4.3 The Contract may not be varied without the express written consent of an authorised representative of the Company. Any variations so agreed shall not constitute a new contract, but shall be deemed to be amendment of this Contract.
5.1 Dates given for the completion of Work or delivery of Goods are estimates only. Time is not of the essence of the Contract.
5.2 The Company will use reasonable endeavours to perform Work or supply goods within the time (if any) specified to the Customer. The Customer shall not be entitled to reject Work or Goods completed or delivered later than the estimated date.
5.3 The Company may suspend or delay delivery and shall not be liable for any loss damage or delay occasioned by failure to deliver Goods or complete Work on the estimated delivery date.
6 Completion and Payment
6.1 Unless otherwise expressly agreed in writing by an authorised representative of the Company delivery of Goods shall be ex the Company's premises.
6.2 Unless the Company has agreed formal credit facilities in writing all goods and services must be paid for in advance.
- The Company shall notify the Customer when Goods on order are ready for despatch or installation, if the Customer shall fail to pay for and take delivery of such Goods within 7 days of such notice from the Company the Company shall (without prejudice to its other rights and remedies under the Contract) be entitled to treat the Contract as cancelled.
- Goods ordered from stock shall be delivered upon payment of the price.
- The Company will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if the Customer does not pay us in accordance with our agreed terms.
6.6 Interest will be charged on all sums due under or by way of damages for breach of the Contract at the rate of 4% per annum above the base rate of Barclays Bank plc from time in force and shall be calculated and accrue on a day-to-day basis from the date on which payment fell due until payment (whether made before or after judgement has been obtained by the Company against the Customer).
6.7 The Company may at any time in its absolute discretion appropriate any payment by the Customer in respect of Work or Goods to such outstanding debt as the Company thinks fit notwithstanding any purported appropriation to the contrary by the Customer.
6.8 The Company reserves the right at any time at its discretion to demand security for payment before continuing performance of an Order.
6.9 Payment by credit card will result in a 5% surcharge.
6.10 Equipment can only be collected if the account is settled in cash, or by credit card. Cheques are only accepted on collection when supported by a cheque guarantee card, otherwise four working days are required to clear the cheque before the equipment will be released.
6.11 A Project is deemed to be complete and due for payment when the Installation has been carried out which can be prior to or co-incident with the completion of Connection Services.
6.12 It is the Customer’s responsibility to ensure that the appropriate electrical mains supply and fire alarm and ancillary interfaces have been installed prior to the agreed Installation Date if Installation and Connection Services are to be completed at the same time.
6.13 The Customer may not withhold payment to the Company if the actions or inactions of the Customer or his sub contractor prevent the goods or equipment from being used.
6.14 Site Inspection and customer training are provided as part of the Support Agreement and not as part of the Installation services provided under this contract.
7 Risk and Retention of Title
7.1 Goods are at the risk of the Customer as soon as the Company delivers them to the Customer.
7.2 Until the company has received payment in full of all sums owed to it on any account by the Customer, whether arising out of this or any other contract, legal and beneficial title to the Goods shall remain in the Company; such Goods are referred to in this condition as Retained Goods.
7.3 The Customer may use Retained Goods and acknowledges that he shall be in possession of Retained Goods as bailee for the Company.
7.4 The Customer will store Retained Goods separately from his own Goods or those of any other person, keep them safe, in good condition and clearly identifiable as the Company's property with all identifying marks intact and legible.
7.5 The Company may at any time enter the Customer's premises for the purposes of inspecting Retained Goods and identifying them as the Company's property and the Customer irrevocably authorises the Company to enter upon its premises for such purpose.
7.6 The Customer's power of possession and use of Retained Goods shall terminate:
(a) forthwith on notice from the Company if the Company has reasonable doubts as to the ability or willingness of the Customer to pay any sum to it on the due date; and
(b) automatically upon the occurrence of any of the following events:
(i) if the Customer becomes insolvent or commits any act of bankruptcy or causes a meeting of or makes any arrangement of composition with its creditors; or
(ii) if there is presented a petition for the winding up of the Customer or for the appointment of an administrator of its undertakings; or
(iii) if there is appointed an administrator or undertaking of the Customer;
(iv) if there is passed a resolution or made an order for the winding up of the Customer (otherwise than for the purposes of a bona fide reconstruction or amalgamation of a solvent Company)
7.7 Upon suspension, revocation or determination of the power of possession and use of Retained Goods under this Condition the Customer shall place all the Retained Goods in its possession or under its control at the Company's disposal and shall be deemed irrevocably to authorise the Company to enter upon any of its premises with or without equipment for the purpose of removing such Goods.
7.8 The repossession of Retained Goods by the Company in accordance with this Condition shall be without prejudice to all or any of the Company's other rights or remedies against the Customer.
8 Loss or Damage
8.1 The Company is only responsible for the loss of our damage to any equipment or its accessories or contents caused by the negligence of the Company or its employees.
8.2 The Customer is strongly advised before delivering the Equipment to the Company to remove from the Equipment any items of property not related to the Equipment. The Company shall not be liable for loss or damage to any such item.
9 Replacement Parts
9.1 All parts replaced during performance of Work shall become the property of the Company to dispose of as it deems fit.
If the Customer cancels an order the following payment must be made to the Company:
(a) cancellation after commencement or within 20 days of planned commencement of work or delivery date complete contract price or £500 whichever is the larger
(b) cancellation within 60 days of planned commencement of work or delivery date 50% of contract price or £250 whichever is the larger
(c) cancellation within 90 days of planned commencement of work or delivery date 10% of contract price or £150 whichever is the larger
(d) cancellation greater than 90 days of planned commencement of work or delivery date, £100 administration fee
The Company shall be entitled to appoint sub-contractors for the performance of its obligations under the Contract but shall be responsible for the quality of sub-contractor's works.
12 Health and Safety
12.1 Upon delivery of Equipment to the Company the Customer shall immediately inform the Company of any circumstances or matters known to him which render the Equipment unsafe or in a hazardous condition.
12.2 The instructions for use, cautionary notices and other technical notices and information supplied to the Customer with the Goods have been prepared by the Company or the relevant manufacturer of the Goods. The Customer should read such notices carefully. The Company shall not be liable for any loss or damage suffered by the Customer through the Customer's failure to read and comply with instructions specified in such notices.
12.3 The Customer must ensure that our operatives have free easy unrestricted safe and secure access and egress to all areas of the Designated Site
13.1 In respect of parts fitted to the equipment or supplied as Goods the Company assigns to the Customer the benefit of any applicable Manufacturer's warranty (if any).
13.2 The Company warrants repairs free from defects for a period of 3 months from Completion
13.3 Equipment of the Company’s manufacture carries a 12 month return to depot warranty from the date of delivery to the Customer. Equipment for repair under warranty must be returned to the Company at the Customers cost, the return costs to the Customer will be paid by the Company.
13.4 If within the Warranty Period material defects in the Work shall be discovered and:
(a) the Customer notifies the Company within 14 days after discovery giving particulars and returns the Equipment to the Company's premises to allow an inspection to be carried out; and
(b) such defect has arisen from faulty material employed or workmanship carried out by the Company, then the Company shall remedy the defect and, if necessary, supply replacement parts, any replaced parts to become the property of the Company to dispose of as it seems fit.
13.5 The Company's liability for defective Work is limited in all circumstances to remedying the Work and supplying (where necessary) replacement parts: completion of such remedial Work shall constitute fulfilment of the Company's obligations under the Contract.
13.6 The Company's liability under this Condition applies only to defects appearing whilst the Equipment has been used in a proper manner and maintained in accordance with the Manufacturer's recommendations and in particular (but without limitation) the Company shall not be liable in the case of defects arising out of normal deterioration, failure to follow Manufacturer's instructions or improper or faulty handling of the Equipment.
13.7 The Warranties contained in this Clause are in addition to any statutory rights implied in favour of a purchaser of goods.
13.8 Nothing in this Condition shall be construed as limiting or excluding the Company's liability under Part 1 of the Consumer Protection Act 1988 or for death or personal injury resulting from its negligence (as defined in Section 1 of the Unfair contract Terms Act 1977).
13.9 The following are excluded from warranty:
(b) damage due to lightening
(c) damage due to mains power fluctuation
(d) ingress of fluids
(e) physical abuse
14 Force Majeure
14.1 The Company shall not be liable to the Customer if unable to carry out any provision of the Contract for any reason beyond its control including (but without limitation) Act of God, legislation, war, civil commotion, fire, flood, drought, failure of power supply, lock out, strike, stoppage or other action by employees of third parties in contemplation or furtherance of any dispute or owing to any inability to produce parts or materials required for the performance of the Contract.
14.2 The Company shall notify the Customer as soon as reasonably practicable after circumstances preventing performance arise. During the continuance of such a contingency the company may, within its absolute discretion, withhold, reduce or suspend performance or its contractual obligations so far as prevented or hindered by such contingency without liability to the Customer for any loss or damage whatsoever suffered directly or indirectly by reason of any such withholding, reduction, or suspension.
14.3 Should such contingency continue for more than one month either party may cancel the Contract and, subject to payment for any parts fitted and Work done pursuant to the Contract, the Customer may collect the Equipment and the parties' respective obligations under the Contract shall be deemed to be discharged.
15 No Waiver
No waiver of any of the Company's right under the Contract shall be effective unless in writing signed by an authorised person on behalf of the Company. A Waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of the Company's rights in relation in different circumstances or the recurrence of similar circumstances.
Any notice under these Conditions shall be properly given if in writing and sent by first class post, or facsimile to the address of this intended recipient as stated in the contract or to such address as the Company and the Customer from time to time communicate to each other as their respective addresses for service and shall be deemed served in the case of postal notice on the expiry of 48 hours from time of posting, in the case of facsimile, on the expiry of 15 minutes from completion of transmission by the sender.
17 Radio Licences
It is the responsibility of the Customer to obtain and keep in force the relevant radio licence issued by the radio licensing authority of the country where the transmission equipment is installed. When the equipment is covered by a Gold or Platinum or Diamond support contract provided by the Company, then the licence will be obtained and renewed by the Company.
18 Radio Coverage
18.1 Where the Equipment is a Deaf Alerter® System, no warranty is given by the Company as to the effective range and area of effective operation of a portable Alerter unless:
(a) a site survey has previously been carried out by the Company, a written Site Survey Report issued and the Equipment installed, operated and maintained according to the Site Survey Report and the operating manuals issued with the Goods,and:
(b) no material changes have been made to the site (e.g. construction of additional local buildings or changes to the building(s) or the installation or operation of other equipment capable of effecting the transmission or reception of radio transmissions
19 System Performance
19.1 It is the Customer’s responsibility to:
- provide the relevant trigger signals for any alerts within the required timeframe.
- provide monitored alert outputs if full system monitoring is required.
- check at the time of installation that the goods provide the agreed radio coverage and to regularly check that this coverage is maintained.
- regularly check the operation of the equipment with respect to correct function with respect to the source of the alerting signal.
- check and replace batteries as required.
- ensure that exhausted batteries are not left in equipment for extended periods.
- to provide and maintain a clean electrical mains power supply to each transmitter on the Designated Site.
19.2 Where a computer based messaging system has been installed, it is the Customer’s responsibility to:
(a) ensure that the relevant virus protection software is installed, maintained and operated.
(b) provide the appropriate technical support for the computer and network operating systems.
(c) not to install any software or software updates on the computer or network that compromises the effective and proper running of the software or Equipment provided by the Company.
20 Trade Marks & Patents
20.1 Deaf Alerter ®, Refuge Alerter® and the Deaf Alerter and Refuge Alerter symbols are registered trade marks of the Company and cannot be used without the express permission of the Company. In particular the Customer may only display the relevant symbol if the Equipment includes either a Deaf Alerter or Refuge Alerter transmitter and the transmitter is the subject of a current and valid Gold or Platinum or Diamond support contract with the Company. The signs provided by the Company displaying a symbol for the use of the Customer to indicate the presence of either a Deaf Alerter or Refuge Alerter system within a building remain the property of the Company at all times and must be returned to the Company on request if the Equipment no longer provides the appropriate radio coverage within that building or if the Equipment is no longer the subject of a Gold or Platinum or Diamond support contract with the Company or one of its Certified Partners.
21 Directories and Marketing
21.1 Unless the Customer or User of the Deaf Alerter or Refuge Alerter system specifically requests the Company in writing not to mention their name or details of the installed equipment, the Customer agrees to allow the Company to publish the name of the Customer, the name of the User and the location of the equipment for the purposes of providing directories of installations and for general marketing purposes. The Customer provides the Company with its express permission to retain and distribute this information by printed, oral and electronic means.
22 Construction and Jurisdiction
22.1 English Law shall govern construction and operation of the contract and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.
22.2 Each of these conditions and each paragraph hereof shall be construed as a separate condition: Should any provision hereof be found to be invalid or unenforceable or an unreasonable restriction of the Company's liability then such provision shall apply with such modification as may be necessary to make it valid and effective.
Revision September 2009
Sales Outside of the UK
For sales of Alerter Group systems and services outside of the UK, the customer should obtain the relevant Terms and Conditions of Sale to that region. This is available from the local Alerter Group plc authorised partner.
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