and Conditions for the Provision of Services
Please read these terms and conditions carefully as they
apply, to the exclusion of all other terms and conditions,
to the provision of services by NTE Limited to you.
1.1 In these Conditions:
"Charges" means the charges for the provision by
the Company of Equipment and Services during the Minimum Period
and any continuation thereon as amended from time to time
in accordance with clause 6;
"Client" means the person, firm or Company purchasing
or agreeing to purchase goods or services from the Company;
"Client Care" means a fault repair service tailored
to meet the Client's requirements as agreed between the parties;
"Client" means the person set out in the Contract;
"Client Equipment" means any equipment (including
without limitation Purchased Equipment, cabling, wiring, personal
computers, network interface cards and network interface adapters)
not forming part of (but which may be connected to) the Company's
Equipment and used by the Client in conjunction with any Company
Equipment in order to obtain or use the Services;
"Company Equipment" means such equipment owned or
used by the Company as is necessary to provide the Services;
"Company Network" means the telecommunications system
operated and maintained by the Company;
"Contract" means the contract for the purchase of
Purchased Equipment and provision of the Services subject
to these Conditions;
"Conditions" means the terms and conditions set
out in this document;
"Company" means NTE Limited (registered in England
and Wales under number 3451873);
"Equipment" means one or more of the Company Equipment,
the Client Equipment and the Purchased Equipment as applicable;
"Minimum Period" means a period of thirty-six (36)
months from the Service Commencement Date or such shorter
period as stated on the Standard Order Form;
"Purchased Equipment" means any equipment purchased
by the Client from the Company in connection with the provision
of the Services;
"Service Commencement Date" means the earlier of:
(a) The date the relevant Service is available for use by
the Client; or
(b) The date the Client first uses the Services;
"Service Care" means care levels 1, 2 or 3 or as
specified by the Company's published literature;
"Service Charge Guide" means all and any information
relating to Charges for the Services, available on request
from the Company;
"Services" means the provision by the Company of
such of the Company's Equipment and related Services to enable
the Client to make or receive telephone calls using one or
more of any access code, calling line identity, dedicated
leased line and a third party's exchange line to route selected
telephone calls over and via the Company Network and shall
include (where requested on the Standard Order Form by the
Client), the provision by the Company of such services to
enable the Client to receive a telephone call from a third
party of no expense to the third party.
"Site" means the site (or sites) at which any Company
Equipment and/or Purchased Equipment shall be located or to
which the Services shall be provided;
"Standard Order Form" means the Company's Standard
Order Form completed by (or on behalf on the Client and accepted
by the Company to order the Services and Purchased Equipment
subject to the Contract;
"Survey" means any survey or other investigations
carried out by or on behalf of the Company that the Company
in its absolute discretion deems necessary prior to the provision
of the Services; and
1.2) In these Conditions:
1.2.1) Headings shall not affect interpretation;
1.2.2) References to "the Contract", "the Services"
or any payment includes any part of any of them.
1.2.3) A "person" includes any person, partnership,
firm, company (as defined in Section 735 Companies Act 1985),
body corporate or corporation (as defined in Section 740 Companies
Act 1985) or organisation;
2.0 PROVISION OF SERVICES
2.1 The Company shall sell and the Client shall purchase the
Purchased Equipment and the Services set out on the Standard
Order Form subject to these Conditions, which supersede any
other terms and which govern the Contract to the exclusion
of any terms and conditions which the Client purports to apply
or which are implied by trade, custom or course of dealing
2.2 No terms or conditions endorsed upon, delivered with or
contained in the Client's order or other document will form
part of the Contract simply as a result of such document being
delivered to the Company or referred to in the Contract.
2.3 Any variation to these Conditions is of no effect unless
agreed in writing by a director of the Company.
2.4 These Conditions constitute the entire agreement between
the Client and Company for the supply of the Purchased Equipment
and the provision of the Services.
2.5 The Company's employees or agents are not authorised to
make any representation concerning the Purchased Equipment
or Services unless confirmed by the Company in writing, and
the Client acknowledges that it does not rely on, and waives
any claim for breach of, any such unconfirmed representation
(unless such representation is made fraudulently)
2.6 Any advice or recommendation given by the Company or its
employees or agents to the Client as to the application or
use of the Purchased Equipment and Services which is not confirmed
in writing by a director of the Company is followed or acted
upon entirely at the Client's own risk.
2.7 Any error or omission in any document or information issued
by the Company shall be subject to correction without any
liability on the part of the Company.
2.8 The Client acknowledges that the Services, and Purchased
Equipment are being purchased as part of a business to business
transaction and that the Consumer Protection (Distance Selling
Regulations 2000 do not apply).
3.0 QUOTATIONS, SPECIFICATIONS AND ORDERS
3.1 A quotation by the Company is not an offer. Quotations
are valid for 30 days only and subject to withdrawal or revision
at any time before written acceptance of the Client's order
by the Company.
3.2 Each order for Purchased Equipment and Services by the
Client is an offer by the Client to purchase the Purchased
Equipment and Services subject to these Conditions. To order
Purchased Equipment and Services, the Client must comply with
and submit the Company's Standard Order Form.
3.3 No Standard Order Form submitted by the Client by whatever
means is accepted by the Company until the Company confirms
its written acceptance or (if earlier) the Company supplies
Equipment and/or the Services to the Client.
3.4 The Client must ensure that the terms of any order included
on the Standard Order Form (including any specification) are
complete and accurate and that the Company is provided with
any necessary information relating to the provision of Services
and supply of the Purchased Equipment within sufficient time
to enable the Company duly to perform the Contract.
3.5 Notwithstanding clause 3.2 , if at its discretion the
Company accepts an order for Services placed other than on
its Standard Order Form, or a Client Order Form, or if the
Company installs a Service without having received from the
Client and/or accepted either the Company's Standard Order
Form or a Client Order Form, the Services shall be provided
in accordance with the terms of the Contract
3.6 The Company reserves the right to make any changes in
the specification of the Purchased Equipment, Company Equipment
or Services which are required for such equipment or Services
to conform with any applicable Law or, where the Purchased
Equipment, Company Equipment or Services are to be supplied
to the Client's specification, which do not materially affect
their quality or performance.
3.7 Subject to satisfactory Survey, the Company shall use
its reasonable endeavours to connect any Company Equipment
so that the Services are available by any requested service
date. An order may be cancelled by the Company without liability
if the results of any Survey are, in the Company's reasonable
opinion, unsatisfactory or if it is not technically feasible
to implement and/or support the Services by the requested
3.8 The Client acknowledges that provision by the Company
of specific telephone numbers is not guaranteed until connection
to the Company Network is complete and the provision of Services
4.0 CLIENT EQUIPMENT
4.1 The Company shall have no liability for any loss or damage
arising directly or indirectly from use of the Client Equipment
whether or not the Company shall have recommended the use
and/or performance of such Client Equipment.
4.2 Unless otherwise agreed in writing, the Client is responsible
for ensuring that the Client Equipment is programmed, equipped,
compatible and connected for use of the Services in accordance
with the Company's reasonable instructions and any other instructions
or safety and security procedures applicable to the use of
4.3 The Client must ensure that all Client Equipment is in
good working order and complies with applicable standards,
approval and any relevant Law. The Company may require the
Client to disconnect (in which case the Client must do so
promptly) or may itself disconnect any Client Equipment if
in the Company's reasonable opinion:
4.3.1) It does not conform to applicable standards, approvals
or any relevant Law for the time being in force;
4.3.2) It may cause injury to any person or material damage
to property; or
4.3.3) It may materially impair the quality of any Services
provided by the Company.
4.4 The Company has no liability whatsoever where any inability
to use the Services is due to incompatibility between Client
Equipment and the Company Equipment, Purchased Equipment or
Services, or for any breakdown or failure in Client Equipment.
4.5 In the event that the Client Equipment has least cost
routing software, the Company may reprogram such Client Equipment
in order to facilitate connection to the Company Network.
4.6 In the event that the Client Equipment does not have least
cost routing software, the Company may supply such Company
Equipment as is necessary in order to facilitate connection
of the Company Network.
5.0 CANCELLATION AND DELAY
5.1 No order may be cancelled by the Client except with the
Company's written agreement and on terms that the Client shall
indemnify the Company against all loss (including loss of
profit), costs, (including the cost of all labour and materials
used), damages, charges and expenses incurred by the Company
as a result of cancellation.
5.2 If the Client extends or delays the Contract or fails
to take delivery of any Purchased Equipment or Company Equipment
or Services at the agreed time or (if no time is agreed) within
a reasonable time then the Client shall indemnify the Company
against all loss (including loss of profit), costs (including
the cost of storage and all labour and materials used), damages,
charges and expenses incurred by the Company as a result of
such extension, delay or failure.
5.3 The Company reserves the right to defer the date of delivery
or performance or to cancel the Contract without liability
to the Client if it is prevented from or delayed in carrying
on its business by any cause beyond the Company's reasonable
control which includes but shall not be limited to Act of
God, explosion, flood, tempest, fire or accident, war or threat
of war, terrorist actions, sabotage, insurrection, civil disturbance
or requisition, acts, restrictions, regulations, by-laws,
prohibitions or measures of any kind on the port of any governmental,
parliamentary, local or other authority, import or export
regulations or embargoes, strikes, lock-outs or other industrial
actions or trade disputes (whether involving employees of
the Company or of a third party), difficulties in obtaining
raw materials, labour, fuel, parts or machinery, power failure
or breakdown in machinery). In such circumstances, the Client
may also give written notice to cancel the Contract if the
cause in question continues for a continuous period in excess
of 120 days but in any event shall remain liable to pay for
Purchased Equipment or Services delivered or supplied prior
to such cancellation by the Company or the Client.
6.1 The Charges for the Purchased Equipment and the provision
of Services are the Company's quoted Charges or, where no
Charges have been quoted (or a quoted Charge is no longer
valid), the Charges listed in the Company's Service Charge
Guide at the date of delivery of Equipment or provision of
6.2 The Company reserves the right at any time before delivery
or performance to amend the Charges for the Purchased Equipment
or Services to take into account any variation in cost to
6.3 Charges for the Services are as referred to in the Service
Charge Guide or as otherwise agreed in writing (including
the Standard Order Form). Notwithstanding the aforesaid, Charges
are subject to confirmation by the Company. If following any
Survey (or other investigation) the Company concludes that
it will incur unusual additional costs in providing the Services,
the Company shall be entitled, on notification to the Client,
to increase the Charges by the amount of such costs. Where
the Client does not accept such increased Charges, the Contract
will come to on end.
6.4 The Charges are exclusive of any applicable VAT.
6.5 Other than as set out in clause 6.3 the Company may increase
or implement new Charges by giving the Client 30 days' written
notice. Without limitation such notice may be contained in
billing information provided to the Client by the Company.
Within 7 days of such notification the Client may give notice
to the Company to terminate the Agreement. If the Client does
not terminate in such period the Client is deemed to have
accepted the increased/new charges. The Company may decrease
charges at any time without notice and the Client shall have
no right to terminate the Agreement.
6.6 The Company may, at its discretion, negotiate with the
Client with regards to a reduction of charges. Following such
negotiation, the Client agrees that, by accepting reduced
charges, they will enter into a new 12 month minimum term
agreement with the Company, providing that there is less than
12 months remaining of the Client's existing minimum term.
6.7 The Client acknowledges that the Charges for the Services
are comprised of a number of components, including (but not
limited to, standard per minute costs, minimum call charges,
connection costs, call configuration costs and minimum call
times, as detailed in the Service Charge Guide. The Client
further acknowledges that the Charges levied for the Service
components are subject to change and any increase or decrease
in such component Charges payable or recovered by the Company
as a result of changes implemented by the Company or third
party suppliers shall be applied to the account of the Client
following notification of such changes by the Company.
6.8 The Company will provide invoices either on paper or by
email. The Company reserves the right to charge the Customer
a sum of £1.20 per invoice where the customer chooses
to receive paper invoices.
6.9 If, for whatever reason, the CPS service provided by The
Company's chosen provider fails to route the Client's calls
and the Client's call traffic defaults to the BT Network;
the Client will be liable for the cost of all calls at the
Company's BT standard charges.
7.0 PAYMENT OF CHARGES
7.1 Payment of the Charges for the Purchased Equipment (unless
otherwise agreed in writing by a Director of the Company)
shall become due on delivery and/or installation of the Purchased
Equipment and payment of the Charges for Services (unless
otherwise agreed in writing by a director of the Company)
shall be paid by direct debit or such other means of electronic
funds transfer as the Company shall decide and shall be due
by direct debit or other means 10 working days after the date
of the Company's invoice.
7.2 The Client authorises the Company to alter the Client's
direct debit instructions according to the relevant Charges
from time to time applicable to the Services. On proper termination
of the Contract the Client shall be responsible for the cancellation
of any direct debit instructions or other authorisations for
periodic payment to the Company. Except on proper termination
of the Contract the Client acknowledges that it must inform
the Company immediately if it proposes to cancel any direct
debit instructions. Cancellation of any direct debit instruction
shall entitle the Company to suspend and/or terminate the
Contract without notice.
7.3 For the purposes of this Contract, payment is received
when the Company receives it in cleared funds
7.4 Payment by the Client or on its behalf shall be made without
any deduction or set off
7.5 The Company reserves the right to claim interest and compensation
for debt recovery costs under the Late Payment of Commercial
Debts (Interest) Act 1998 and the Late Payment of Commercial
Debts Regulations 2002
7.6 Despite any provision allowing credit, payment is due
and payable to the Company immediately upon cancellation or
termination of the Contract.
7.7 The Company shall be entitled to payment for all instalments
of Purchased Equipment delivered to the Client, whether under
a blanket order or otherwise.
7.8 If the Client fails to make any payment on the due date
then Charges for all Equipment or Services provided or agreed
to be provided to the Client shall be immediately due and
payable without demand and the Company may:
7.8.1) Cancel the Contract or suspend deliveries or performance
to the Client in accordance with clause 8; and/or
7.8.2) Appropriate any payment made by the Client to such
of the Purchased Equipment or Services (or the goods or services
supplied under any other contract between the Client and the
Company) as the Company thinks fit.
7.9 The Company is entitled to set off sums owed by the Company
to the Client against sums owed by the Client to the Company.
8.0 SERVICES PROVISION AND USE OF THE SERVICES
8.1 The Company shall provide the Services in accordance with
8.2 The Client must promptly supply the Company with all information
and materials reasonably required by the Company to supply
8.3 The Company shall use the reasonable skill and care of
a competent telecommunications service provider in providing
the Services. However the Client accepts that it is technically
impracticable to provide the Services entirely free of faults
and the Company does not undertake to do so.
8.4 The Client undertakes to use the Equipment and Services
in accordance with such conditions and/or instructions as
may be notified in writing to the Client by the Company from
time to time and in accordance with Law and the Contract.
The Company may from time to time vary the technical and/or
operational procedures for use of the Services.
8.5 The Client must not use or allow anyone to use the Services:
8.5.1) To cause annoyance, inconvenience or needless anxiety
8.5.2) To send or receive communications that are offensive,
abusive, indecent, obscene or menacing;
8.5.3) To violate or infringe the rights of any person;
8.5.4) In breach of the Contract; or
8.5.5) In breach of Law.
8.6 The Client shall not sell or transfer any telephone number
provided to the Client by the Company for use with the Services.
8.7 The Company may at its discretion suspend the Services
and/or terminate the Contract if the Client is in breach of
the Contract. The Client must indemnify and hold harmless
the Company against liabilities, claims, damages, losses and
proceedings arising out of or in any way connected with any
use of the Services in contravention of the Contract, or the
8.8 Where, in accordance with the Contract the Company suspends
performance of or access to the Services pending compliance
by the Client with the Contract, such, suspension may result
in one or more of the following actions:·
(a) Call-barring may be implemented, restricting calls to
and/or from the Client's system;
(b) Lines and Services may be designated "temporarily
out of service"; and
(c) Disconnection of the Services and the Client's ability
to access the Company Network.
8.9 Following a suspension of Services and a rectification
by the Client in accordance with the Contract, the Company
shall use its reasonable endeavours to resume access to the
Services for the Client within a reasonable time. The Client
acknowledges that the period of time to enable Services to
be resumed is dependent upon the manner of suspension employed
by the Company and, as a minimum, periods for resumption of
Services would be as follows:-
(a) Call barring 12 hours;
(b) Lines temporarily out of service 48 hours; and
(c) Disconnected lines 14 days
8.10 The Client acknowledges that following a suspension of
Services resulting in disconnection under clause 8.8 the telephone
numbers previously made available to the Client by the Company
may no longer be available and a reconnection charge of £25
for each line affected may (at the discretion of the Company)
be levied by the Company.
8.11 The Client shall provide a suitable place and conditions
for the Company Equipment (including a continuous mains electricity
supply and connection points at the Client's own expense where
the Company Equipment requires such services) at the Client's
Site or in such other location as may be nominated by the
Client so as to enable the Company to supply and continue
to supply the Services (without cost to the Company) and shall
prepare such Site or location at its own expense in accordance
with the Company's reasonable instructions.
8.12 The Company shall provide the level of Service Care in
relation to the Services as the Client has requested on the
Standard Order Form. If no reference is made to the Service
Care Level on the Standard Order Form, the Company will provide
Service Care Level 1 or Standard Care.
8.13 If a fault in the Services is reported by the Client,
in accordance with the applicable Service Care plan, and:
8.13.1) The Company make arrangements to visit the Site and
are unable to obtain necessary access to the Site; or
8.13.2) The Company undertake work to correct the fault but
find no fault present, or find that a fault has been caused
by the act or omission of the Client; or
8.13.3) The Company agrees to attend a Site outside the normal
working hours appropriate to the applicable Service Care plan.
The Company may charge the Client in respect of such actions
in accordance with the Service Charge Guide.
9.0 RISK AND PROPERTY
9.1 All equipment shall remain the sole and absolute property
of the Company and title to and legal ownership of the goods
shall not pass to the Client until.
9.1.1) Their full price has been received by the Company;
9.1.2) All other sums which are or which become due from the
Client on any account with the Company have been received
by the Company.
9.2 If payments received from the Client are not stated to
refer to a particular invoice the Company may appropriate
such payments to any outstanding invoice.
9.3 The Equipment shall be at the Clients risk at the time
of delivery, or if the Client has arranged to collect the
goods. The Client is required to inspect the Equipment on
receipt and notify the Company of any defects or complaints
within 7 days of receipt.
9.4 Until ownership of the Purchased Equipment passes to the
Client, the Client must:-
9.4.1) Store it at its own cost at the Site separately from
any other goods and in a manner which makes them readily identifiable
as the equipment of the Company;
9.4.2) not destroy, deface or obscure any identifying mark
or packaging of the Purchased Equipment;
9.4.3) maintain the Purchased Equipment in a satisfactory
condition insured on the Company's behalf for their full price
against all risks
9.5 The Company may, so as to discharge any overdue payment
from the Client recover or resell the Purchased Equipment.
9.6 ln order to verify the Client's compliance with its obligations
under clause 9.4 and to exercise its rights under clause 9.7
the Company shall be entitled by its employees or agents without
notice to enter the Client's Site or such other premises where
the Purchased Equipment is located.
9.7 The Customer's right to possession of the Purchased Equipment
(and any other Equipment as applicable) terminates immediately
if any of the events set out in clause 12 occurs.
10.0 LIMITATION OF LIABILITY
10.1 The following sets out the entire financial liability
of the Company (including any liability for the ads or omissions
of its employees, agents or subcontractors) to the Client
in respect of any breach of these Conditions, any representation,
statement or act or omission (including negligence) arising
under or in connection with the Contract and in respect of
any contemplated performance or lack of performance.
10.2 All warranties, conditions or other terms implied by
statute, common law, trade usage or otherwise are excluded
to the fullest extent permitted by low but this exclusion
does not apply to:-
10.2.1) Any implied condition that the Company has or will
have the right to provide the Purchased Equipment when the
property is to pass; or
10.2.2) If the Purchased Equipment is sold to a person dealing
as a consumer within the meaning of the Unfair Contract Terms
Act 1977, any implied term relating to the conformity of the
Purchased Equipment with their description or sample or as
to their quality or fitness for a particular purpose.
10.3 Where the Purchased Equipment or Services are provided
under a consumer transaction as defined by the Consumer Transactions
(Restrictions on Statements) Order 1976) the statutory rights
of the Client are not affected by these Conditions.
10.4 Nothing in these Conditions excludes or limits the Company's
liability for death or personal injury caused by the Company's
negligence or for fraudulent misrepresentation.
10.5 Subject to clauses 10.2 and 10.4:·
10.5.1) The Company shall not be liable for any financial,
consequential or indirect loss suffered by the Customer or
any third party whether such a loss arises from breach of
duty in contract or tort or in any other way including without
limitation to the generality of this exclusion, loss of profits,
economic loss, loss of good will, loss of contracts, loss
of data, damage to the property of the Customer or anyone
else (other than damage caused by the negligence of Company
employees, agents or subcontractors) and personal injury to
the Customer or anyone else (except so far as such injury
is attributable to the Company's negligence) ; and
10.5.2) Subject to clause 10.5.1, the Company's liability
in contract, tort (including negligence or breach of statutory
duty), misrepresentation or otherwise, arising in connection
with the performance or contemplated performance or lack of
performance of this Contract shall be limited to the Charges
incurred by the Client in any 12 month period.
The Client agrees to indemnify the Company against any damages,
losses, costs, claims or expenses incurred by the Company
towards a third party arising out of or in connection with
the Equipment or Services provided by the Company or their
operation or use and whether arising by reason of the negligence
of the Company or otherwise.
12.0 DURATION AND TERMINATION
12.1 The minimum term of the Contract is 12 months unless
the Standard Order Form states otherwise.
12.2 In relation to the Services, the Contract shall come
into effect on the earliest of the dates the Client signs
the Standard Order Form or the Service Commencement Date.
12.3 The Contract shall continue in force unless either party
terminates the Contract by giving the other party 30 days'
written notice, or such shorter period as the Company may
agree. Such notice period shall not be valid unless it expires
on or after the end of the Minimum Period.
12.4 Notwithstanding clause 12.3, the Company may terminate
the Contract immediately on written notice if:
12.4.1) Any Survey is not, in the Company's discretion, satisfactorily
12.4.2) The Client is the subject of bankruptcy or insolvency
proceedings in the United Kingdom or elsewhere, a liquidator,
trustee in bankruptcy, receiver or administrator (or equivalent)
is appointed over any of the Client's assets or the Client
enters into any formal or informal composition or arrangement
(or equivalent) with the creditors of the Client or the Company
believes that such events are reasonably likely to occur.
For the purposes of this clause 12.4.2 the Client shall include
the Client's direct and/or indirect parent company and "Client"
shall be interpreted accordingly;
12.4.3) The Client makes a material mis-statement in the details
the Client has supplied to the Company to enable the Company
to provide the Services;
12.4.4) The Client materially breaches (including without
limitation failure to pay any Charges promptly) the Contract
or any other agreement the Client may have with the Company
or a member of the Company's group;
12.4.5) The Company suspects on reasonable grounds that the
Client may have committed or may be committing:
(a) a breach of Law; and/or
(b) any fraud against the Company or any third party.
12.4.6) The Client fails to meet a reasonable standard of
12.4.7) Any contract between the Company and a third party
provider of telecommunications services is terminated where
such termination affects the provision of the Services.
12.5 If the Company requests the Client to do so but the Client
fails to return to the Company (or as otherwise notified to
the Client by the Company) the Standard Order Form duly signed
by the Client within 14 days of the Service Commencement Date
(or any other date notified to the Client by the Company)
the Company shall be entitled (but not obliged) without notice
to terminate the Contract or, without prejudice to its right
so to terminate, to downgrade or suspend the Services as it
12.6 On termination of the Contract by reason of the Client's
breach of the Contract or other default, the Client shall
be liable to pay to the Company 100% of the Charges that would
otherwise have been payable by the Client during the Minimum
Period. Such sum to be calculated by taking the average monthly
Charges incurred during the period from the Service Commencement
Date to the date of termination multiplied by the number of
months remaining in the Minimum Period. Such sums shall be
paid by way of liquidated and ascertained damages by the Client
to the Company.
12.7 On termination or expiry of the Contract the Client must
allow the Company promptly to remove the Company Equipment.
If the Client delays prompt removal of the Company Equipment
following termination or expiry of the Contract, the Company
shall, until such removal is effected, be entitled to continue
to charge the Client and the Client shall pay such Charges
together with any additional costs and expenses caused to
the Company by such delay and the Client shall remain liable
for all Charges incurred by the Client through the use of
the Company Network pending transfer of the Services to an
12.8 The right to terminate the Contract shall not prejudice
any other right or remedy of the Parties in respect of any
rights, obligations or liabilities-accrued prior to termination,
including, without limitation termination under clause 5.3.
13.0 HEALTH AND SAFETY
The Client agrees to:
13.1 Pay due regard to all information supplied by the Company
relating to the use of the Equipment necessary to ensure the
Equipment will be safe and without risk to health at all times;
13.2 Indemnify the Company in respect of any and all claims
rising from the Equipment being unsafe as a result of the
14.1 All descriptions, drawings and particulars relating to
the goods and or services in any catalogues, leaflets, brochures
or other documents are for illustrative purposes only and
do not form part of the agreement between the Company and
the Client. All representation as to the performance of the
goods is based on information supplied by the manufacturer
of the goods and relate to their performance in normal conditions
and when used correctly.
14.2 Each right or remedy of the Company under the Contract
is without prejudice to any other right or remedy to the Company,
whether or not under the Contract.
14.3 If any provision of the Contract (including any provision
of clause 9) is found by any competent authority to be invalid,
unenforceable or unreasonable, it shall be severed from the
remainder of the Contract which shall (subject to termination
at the discretion of the Company), continue in full force
14.4 Failure or delay by the Company in enforcing or partially
enforcing any provision or breach of the Contract is not a
waiver of any of its rights or provisions under the Contract.
14.5 Any notice to be given by either party to the other under
these Conditions must be in writing addressed to that other
party at its registered office or principal place of business
or such other address as may hove been notified for these
14.6 Notices shall be delivered personally or sent by first
class post or sent by facsimile transmission.
14.7 A notice is deemed to have been received:-
14.7.1) If delivered personally, at the time at delivery;
14.7.2) If sent by prepaid first class post, on the second
working day after posting (exclusive of the day of posting);
14.7.3) If sent by facsimile transmission, on a working day
prior to 5.00pm at the time of completed transmission and
otherwise on the next working day.
14.8 The Contract does not create, confer or purport to confer
any benefit or right enforceable by any person not a party
to it by virtue of the Contracts (Rights of Third Parties)
15.1 The Company may assign, subcontract or otherwise transfer
the Contract or any part of it and may dispose of or deal
in any manner with any of its rights or beneficial interests
15.2 The Client may not assign the Contract or dispose of
or deal in any manner with any of its rights or beneficial
interests under it.
16.0 ENGLISH LAW
16.1 These Conditions shall be governed by and construed in
accordance with English law.