ACEDA Limited – Terms & Conditions

These Conditions apply to all contracts entered into by the Company to the exclusion of any other conditions inconsistent therewith. These Conditions may not be altered or varied in any way except as may be expressly agreed in writing by a Director on behalf of the Company. No person except such a Director acting on behalf of the Company has the power or authority to make representations or warranties. The Customer acknowledges that no representations have induced the Customer to enter into this Contract and these Conditions constitute the entire Contract between the parties. (Note to Government Contractors: If the Customer Contract with us is a sub-contract of a Government Contract, the Customer will not effectively incorporate any condition from the Government contract into our Contract unless we accept in writing).

Unless otherwise expressly agreed in writing by a Director on behalf of the Company, the Company may in its absolute discretion fulfil any or all of its obligations under the Contract by itself or by employing one or more sub-contractors.

The issuing of the order confirms the acceptance of the Qualifications and terms and conditions set out in sections 9 and 10 of this proposal.

These terms and conditions cannot be superseded by Sub Contract Orders or such like.

Any Permits of work are to be pre-arranged prior to works commencing.

The customer must meet and adhere to their statutory requirements with regard to Health and Safety and the wellbeing of our employees and those representing the company.

Ducts, walkways and planned cable routes are asbestos free, or will be cleared prior to the work commencing.  In the event of asbestos being discovered on site, we have an obligation to ensure that our staff are not exposed to such hazards, and will therefore cease work until the situation is investigated and the area declared safe without any costs to ourselves.

Where the Company prepares a design or specification to meet the Customer’s requirements, the placing of an order for the works shall be deemed as an acceptance of such design or specification and the Company shall not be liable if the Goods are not fit for the purpose for which the Customer required them by reason of any errors in such design or specification.

In the case of goods, which the Company will be installing, The Company’s only liability is in respect of the physical installation of such Goods and not for interrogation of the Goods into the Customer’s existing network or other facilities. If the Company agrees to perform such work then the company reserves the right to charge for the works completed.

On receipt of an order any alterations, additions or amendments may be subject to additional costs.

When collecting or delivering Goods the Company shall not be under any obligations (unless expressly contracted for) to provide any plant, power or labour which is required for loading or unloading.

Any assistance given by the Customer beyond the usual place of collection or delivery shall be at the sale risk of Customer, who will keep the Company indemnified against any claims or ‘demand’ which could not have been made if such assistance had not been given.

Delivery shall be deemed to take place when the Goods are delivered to the Customer or otherwise into custody on the Customer’s behalf, whichever is the

sooner, and the risk of loss, miss-delivery or damage shall thereupon pass to the Customer.

If for any reason the Customer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may store the Goods, safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery, and the Customer shall be liable to the Company for the reasonable cost (including insurance) of the Company’s so doing.

In certain cases the Customer and the Company shall agree payment milestones in the form of interim invoices/applications.

If the customer fails to make a payment as the aforementioned or within any agreed period of credit then without prejudice to any other right or remedy the Company shall be entitled to charge the Customer interest on any sums unpaid at the rate of four per cent (4%) per annum above base lending rate of the Bank of England and such interest shall be payable whether or not legal proceedings have been taken against the Customer.

Without prejudice to any other rights or remedy the Company reserves the right to suspend performance of its obligations under any contract between the Company and the Customer whether for goods or services or otherwise for as long as the Customer fails to comply with these terms of payment.

Where the Customer is unable to accept delivery of the Goods at the time specified in the order as agreed in writing the Company reserves the right to invoice the customer for the goods as if delivery had taken place. An additional cost may be levied for storage of the goods until acceptance by the customer.

Warranty and Exclusions

The company will warranty the installation for a period of 12 month from the date of delivery of the equipment subject to the following:

i) The equipment was not acquired by the Customer and supplied to the Company.

ii) Notice is received in writing to the company from the customer within 7 days of the defect arising.

iii) The defective equipment is promptly returned to the Company, or to a person appointed by the Company, carriage paid and accompanied by an appropriate report detailing the conditions under which the Customer is making a claim.

Where equipment is returned to the Company and it is found not to be defective the Company may make a reasonable charge for inspection and handling, and cost of return.

iv) The customer has fulfilled the terms of the Contract for payment of the price of the Goods to the Company.

v) The Goods have been used by the customer in accordance with the manufacturers guidelines.

vi) The defect is not a result of fair wear and tear or wilful act of negligence of the Customer, its agents, employees or sub-contractors.

vii) The Company’s obligations under this warranty will cease if the equipment is stored, is handled, is repaired or is overhauled other than in accordance with the Company’s applicable instructions and recommendations, including environmental conditions, or used combination with other incompatible equipment.

viii) In the event that the Customer enters into a separate maintenance agreement with the Company or its agents for the equipment, the warranty shall apply as set out in such maintenance agreement.

ix) The Company shall not be liable for any defect in or arising from Goods not manufactured by the Company and the Company shall not be liable for any consequential loss or damage howsoever caused.

x) The Customer shall have 7 days from the date of delivery of the Goods to check that they conform to the order and the other terms of the Sale Contract, and to notify the Company in writing if otherwise deemed. If no notification is made within such 7 day period then the Goods shall be deemed to be accepted and the Customer shall not be entitle to reject them.

The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statue, common law.

Risk of the Goods shall pass to the Customer on delivery to the specified delivery address.

Until property in the Goods passes to the Customer, the relationship between the Company and the Customer shall be that of bailor and bailee and the Customer shall store the Goods in such a way as they are readily identifiable as the property of the Company.

The Customer shall nevertheless be entitled to deal with the Goods in the ordinary cause of business and, if before property in the Goods passes to the Customer  the Goods are sold by the Customer, such sale or sales shall be deemed to be on behalf of the company but without imposing any liability on the Company by the sub-purchases as trustees for the Company and shall keep  the proceeds of such sale separate from its other monies,

i) In the event of the Customer entering into liquidation, having a winding up order made against him, suffering the appointment of a receiver over his assets, income or any parts thereof, or  otherwise being unable to pay his debts as they become due, the Company shall be entitled immediately after giving notice of its intention to repossess, to enter upon the Customer’s premises and repossess any equipment or products of which  the Company has title hereunder. On the happening of any such event, the Customer’s rights to sell any equipment of the company which is not in full paid shall automatically cease,

ii) Nothing in this Condition shall confer any right upon the Customer to return the equipment or refuse or delay payment therefore unless agreed by the Company in writing,

Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

Notwithstanding that property in the Goods may not have passed to the Customer, the Company shall be entitled to sue for the price of Goods.

Insurance

The Company does not, unless previously expressly agreed in writing, effect insurance on behalf of the Customer after the equipment has been delivered to the specific address.

Exemption

Notwithstanding anything else contained in the Agreement the company will not be liable to the Customer for:-

i) Loss of profits, loss of contracts, loss of business, loss of anticipated savings, loss of goodwill or lost  management or other employees time (whether any of the above are direct or indirect); or

ii) Loss of use of destruction of data (whether any of the above are direct or indirect);

iii) Any indirect, special, incidental or consequential loss or damage whatsoever;

Even if the Company has been advised of the possibility of that loss or damage arising and even if such loss or damage was reasonably foreseeable or in the contemplation of the parties, whether such loss arose from negligence or any other tortuous acts, breach of Contract under any indemnity or in any other way.

Any action by the Customer against the Company must be brought within 1 month after the cause of action arises.

Force Majeure

a) The Company shall not under any circumstances whatsoever be liable for any loss (which expression in this clause includes injury, damage or delay) for any consequence of any such loss arising out of any cause whatsoever beyond the Company’s control including (without prejudice to the generality of the foregoing expression) acts of government, civil commotion, actors of war, malicious mischief or theft, strikes, lockouts or other labour disputes, shortage of material or labour, aircraft, fire, food, drought, loss or delay at sea.

Notices

Any notices required to be served on the Customer shall be duly served if left or sent by prepaid post to his last known address and if so sent shall be deemed to have been so served on the day following posting.

Waiver

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or conditions of the Contract shall be deemed to be a waiver or in any way prejudice any right of that party under the Contract.

Law

All and any Contracts between the Customer and the Company are governed by English Law and any disputes arising in any way out of or in connection with any such contract shall be within the exclusive justification of the English Court.

Site

Unless detailed otherwise our working hours shall be 8.00am to 4.30pm, Monday to Friday (excluding bank holidays) and unrestricted access will be required for this period.  Delays due to others will be chargeable.

If required a suitable area will be provided for the positioning of a site container for the duration of the works.

We assume power is available and free of charge. 

We assume toilet facilities are available and free for use.

We assume parking is available free of charge.

Other

Unless detailed otherwise within the body of this document the co-ordination, provision, installation and commissioning of incoming services is to be provided by others.