Twisted Pair Technologies

Building Better Networks

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Terms & Conditions

TERMS AND CONDITIONS OF TWISTED PAIR TECHNOLOGIES LIMITED

The Customer’s attention is particularly drawn to the provisions of clause 9.

1. INTERPRETATION

In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions and the Tender Documentation.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Site: is the address at which the goods and/or services are to be undertaken.

Force Majeure Event: has the meaning given to it in clause 12.1.

Goods: the goods (or any part of them) set out in the Order and/or Tender Documentation.

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Tender Documentation OR the Customer’s written acceptance of the Supplier’s quotation OR in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, as the case may be.

Services: the services, supplied by the Supplier to the Customer as detailed in the Tender Documentation.

Tender Documentation: the description or specification for the Services and Goods as provided in writing by the Supplier to the Customer or in whatever written format presented.

Supplier: TWISTED PAIR TECHNOLOGIES LIMITED registered in England and Wales with company number 7399320.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless agreed in writing by the Supplier.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. GOODS

The Goods are described in the Tender Documentation and the Supplier reserves the right to amend the Tender Documentation if required by any applicable statutory or regulatory requirements.

4. QUALITY OF GOODS

4.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall; conform in all material respects with their description in the Goods Specification; be free from material defects in design, material and workmanship; be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and be fit for any purpose held out by the Supplier.

4.2 Subject to clause 4.3, if: the Customer gives notice in writing [during the Warranty Period] within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1; the Supplier is given a reasonable opportunity of examining such Goods; and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 4.1 if: the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.2; and the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the commissioning, use or maintenance of the Goods or (if there are none) good trade practice; the Customer or another alters or repairs such Goods without the written consent of the Supplier; the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; the Goods differ from the Tender Documentation as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

4.4 Except as provided in this clause, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1.

4.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 4.2.

5. TITLE AND RISK

5.1 The risk in the Goods and or materials used to provide the Services shall pass to the Customer on completion of delivery.

5.2 Title to the Goods and or materials shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds)

5.3 The Customer must store the Goods and any materials belonging to the supplier separately from any other property or materials belonging to the Customer or a third party.

5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events set out in clause 9.4, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6. SUPPLY OF SERVICES

6.1 The Supplier shall provide the Services to the Customer in accordance with the Tender Documentation in all material respects.

6.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Tender Documentation. but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

6.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

6.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7. CUSTOMER’S OBLIGATIONS

7.1 The Customer shall: ensure that the terms of the Order and (if supplied by the Customer) drawings/plans are complete and accurate; co-operate with the Supplier in all matters relating to the Services and all reasonable requests by the Supplier; provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services; obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

7.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations; the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 0; and the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

8. CHARGES AND PAYMENT

8.1 The price for Goods shall be the price set out in the Order or the Tender Documentation and is inclusive of VAT.

8.2 The charges for Services shall be on a time and materials basis or as detailed in the Tender Documentation: the Supplier shall be entitled to charge the Customer for any additional works not detailed on the Tender Documentation as well as for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials; the Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to any factor beyond the control of the Supplier.

8.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer monthly in arrears. The Supplier will issue electronic invoices only unless agreed otherwise

8.4 The Customer shall pay all invoices submitted by the Supplier: within 14 days of the date of the invoice; and in full and in cleared funds to a bank account nominated in writing by the Supplier, or any other method agreed between the Supplier and the Customer, and no monies can be withheld/set off against the monies due to the Supplier unless appropriate notice in writing is given within 5 days of receipt of the disputed invoice, each notice must state the amount to be withheld and clearly identify the reasons why.

8.5 Without limiting any other right or remedy of the Supplier, the Supplier shall have the right to charge interest at the rate of 8% above the Bank of England’s base rate on overdue accounts accruing on a daily basis from the Due Date until the date of actual payment in full.

9. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for death or personal injury, however the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused as a result of its negligence, or the negligence of its employees, agents or subcontractors; or fraud or fraudulent misrepresentation;

9.2 Subject to clause 9.1: the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the prices of the Services and Goods.

9.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.4 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: the other party commits a material breach of these Terms and Conditions and if the breach is capable of being remedied fails to remedy it within a reasonable time of being given written Notice from the other party to do so; and the other party passes a resolution for winding up (other than for the sole purpose of solvent amalgamation or reconstruction) or a court makes an order to that effect; and the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement with its creditors; a liquidator, receiver, administrative receiver, manager trustee or similar officer is appointed over any of its assets; and the other party (being an individual) is the subject of a bankruptcy petition or order; the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

9.5 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if: the Customer fails to make pay any amount due under this Contract on the due date for payment; or the Customer becomes subject to any of the events listed in clause 0 to 10.1(e), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

10. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason: the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Customer shall return all of the Supplier Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; the accrued rights and remedies of the parties as at termination shall not be affected and clauses which expressly or by implication have effect after termination shall continue in full force and effect.

11. GENERAL

11.1 Force majeure: For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

11.2 Assignment and subcontracting: The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

11.3 Notices: Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office/its principal place of business, or sent by fax to the other party’s main fax number. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

11.4 Waiver: The failure by either party to enforce at any time or for any period any one of the Terms and Conditions herein shall not be deemed to be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.

Severance: If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

11.5 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.6 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.

11. 7 Governing law and jurisdiction: These Terms and Conditions shall be governed by, and construed in accordance with the Laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. tempus mauris vitae suscipit pulvinar.

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