Telephone Systems

SOUTHERN COMMUNICATIONS LIMITED – STANDARD PAYMENT TERMS

1 Interpretation

1.1 In these Conditions:
‘BUYER’ means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

‘GOODS’ means the goods (including any instalment of the goods or any parts for them) specified in the order form to which these conditions are annexed.

‘SELLER’ means SOUTHERN COMMUNICATIONS LIMITED (registered in England & Wales under number 1328040)

‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

‘CONTRACT’ means the contract for the purchase and sale and installation of the Goods

‘INSTALLATION ADDRESS’ means the place of business of the Buyer at which the Goods are to be installed and specified in the order form to which these conditions are annexed.

‘WRITING’ includes Email, facsimile transmission and comparable means of communication.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.


2 Basis of the sale

2.1 The Seller shall sell and install the Goods at the Installation Address and the Buyer shall purchase the Goods in  accordance  with any written quotation of  the Seller which is accepted  by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any  other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made  or purported to be made, by the Buyer.

2.2 No variation to these Conditions shall  be binding unless agreed in Writing between the authorised representatives of  the  Buyer and the Seller.

2.3 The Seller’s employees or agents are  not authorised to make any representations  concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not  rely on any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer 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 Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.4 Any 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 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s
authorised representative.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 Quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or Buyer’s order (if accepted by the Seller).

3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3.5 No order accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against 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 the goods

4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days or until earlier acceptance by the Buyer,  after which time they may be altered by the Seller without giving notice to the Buyer.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency  regulation, alteration of duties, increase in labour costs, materialls or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5 Terms of payment

5.1 The Buyer shall pay the full price of the Goods within 14 days from final completion when programming and training is complete.

5.2 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be  entitled to:
5.2.1 Cancel the contract or suspend any further deliveries to the Buyer;
5.2.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.2.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 2 per cent per annum above Nat West Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).


6 Delivery

6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to and installing the Goods at the Installation Address

6.2 Any dates quoted for delivery and installation of the Goods are approximate only and the Seller shall not be liable for any delay in delivery or installation of the Goods however caused. Time for delivery or installation shall not be of the essence of the Contract unless previously agreed by the Seller in writing.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or  more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4 The Buyer shall be solely responsible for and where applicable shall ensure that at the date of Delivery:
6.4.1 An adequate mains electricity supply with appropriate earth is provided at the Installation Address;
6.4.2 All equipment which causes or is likely to cause interference to the Goods or to the use and operation of the Goods is adequately suppressed,  screened or otherwise maintained so as to prevent such interference.

7 Risk and property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all  other goods agreed to be sold by the Seller to the Buyer for which  payment is then due.

7.3 Title of the goods does not pass to the Buyer until such time full payment has been received by the Seller. If full payment for the goods is not received within the Sellers trading terms the Buyer hereby grants access to its premises and allows the Seller to remove, and repossess such goods. In such circumstances, the Buyer will be charged for all cabling/installation works and loss of profits.

8 Warranties and liability

8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from Delivery.

8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 The Seller shall be under no liability in respect of any defect in the Goods  arising from any drawing, design or  specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, 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;
8.2.3 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 The above warranty does not extend to parts, materials, equipment, or software not provided by the Seller, in respect of which the Buyer shall only  be entitled to the benefit of any such warranty or guarantee as is given by the  manufacturer to the Seller.
8.2.5 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the Buyer shall be in breach of  any of the provisions of paragraph 6.4 above
8.2.6 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) for ensuring call cost savings or cost savings on activation of use of the Goods via alternative network providers
8.2.7 The Seller is not liable in any way for the failure of the Buyers chosen network providers (e.g. British Telecom, Cable & Wireless, Energis, etc.) to meet dates for provision or moving of lines.
8.2.8 The Buyer is responsible for all changes by his chosen network provider. E.g. British Telecom, Cable & Wireless, Energis etc.

8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

8.5 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at  common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

8.6 The Seller shall not be liable to the Buyer 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 in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.

9 General

9.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

9.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

9.3 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.

9.4 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single
arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society of Engand and Wales and in accordance with the Arbitration Act 1996 

9.5 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.