1.1. These terms and conditions will apply in respect of all work for the supply, installation and commissioning of electronic gates and/or security systems (or any part of such services), and will supersede any of the customer’s terms and conditions however or whenever imposed, or in any other respect except as may be expressly agreed in writing by both authorised parties.
1.2. For the avoidance of doubt the word “Contract” will not under any circumstances include any conditions of trade or supply contained in any orders, letters, advice notes, invoices, general terms of trade, or any other communications issued by or on behalf of the Customer and such communications will not vary this Contract (or any part of this Contract) in any way unless in accordance with clause 1.1.
1.3. In these terms and conditions the following words will have the meanings set opposite them unless the context will otherwise require:-
1.1.1. ”CT” will mean Chiltern Technology Ltd of Unit15 Anglo Business Park, Smeaton Close, Aylesbury, Bucks HP19 8UP;
1.1.2. “Commencement Date” will mean the date agreed by the parties on acceptance of the order by CT;
1.1.3. “Contract” will mean the contract between the parties that will come into force on acceptance of the order by CT.
1.1.4. “Customer” means the party to whom the Equipment and Materials are being supplied and for whom the subsequent work will be performed by CT and whose name and address is written on the Estimate;
1.1.5. “Equipment and Materials” means the equipment and materials as supplied to the Customer by CT including any spare parts;
1.1.6. “Quote” means CT’s written estimate to the Customer together with these terms and conditions for the execution of the Works;
1.1.7. “Fees” will mean the sum agreed on acceptance of the order by CT;
1.1.8. “Force Majeure” will mean any act beyond the reasonable control of that party (including without limitation, strike or lock-out);
1.1.9. “Job Description” will mean the detailed scope of the Works to be performed by CT as set out in the Estimate and will include any modifications or variations made under clause 6;
1.1.10. “Licence” means the software licence granted by CT under the terms and conditions set out in this Contract;
1.1.11. “Manufacturer” means the manufacturer of the security equipment including gates or any parts whether purchased direct or through a n authorised supplier;
1.1.12. “Premises” will mean the location where the Works are to be carried out which will be named in the Estimate, or such other location as may be specified from time to time;
1.1.13. “Third Party Equipment” will mean all equipment required by CT for the purposes of undertaking the Works but will not include the Equipment and Materials or any materials provided by the Customer;
1.1.14. ”Timetable” means the timetable under which the Works are to be completed as set out in the Estimate (if any);
1.1.15. “Works” means all Equipment and Materials and Third Party Equipment to be supplied by CT and all other work such as installation, commissioning to be undertaken by CT all in accordance with this Contract and set out in Job Description.
2. CT'S GENERAL OBLIGATIONS
2.1 CT will, subject to the provisions of these terms and conditions, and with due care and diligence, carry out the Works for the Customer specified in the Estimate which may include (but will not be limited to) any of the following:-
1.1.1. Supply Equipment and Materials to the Customer;
1.1.2. Install the Equipment and Materials at the Premises;
1.1.3. Commission Equipment and Materials to ensure it complies with the criteria set out in the Job Description and with recognised safety regulations;
1.1.4. Undertake all appropriate ancillary work necessary to ensure that the Works accord in full with the Job Description set out in the Estimate.
1.2. CT will ensure that a competent representative of CT carries out of the Works. CT will be responsible for the actual site of the Works on the Premises and will ensure that it is left at all times in a safe, clean and workmanlike condition.
1.3. No work will be carried out by CT on the Premises outside the agreed working hours except with the express consent of the Customer and times of access will be agreed with the Customer prior to commencement of Works. If requested by the Customer, CT will supply to the Customer in advance of the Works a list of names of all of CT employees and sub-contractor’s employees who are likely to be entering onto the Premises in connection with the Works.
1.4. CT will ensure that its employees and the employees of any permitted sub-contractor do not trespass on parts of the Premises that they are not authorised to enter nor that they trespass nor cause damage to Premises of any adjoining owner or occupier. If CT is required to either enter the property of an adjoining property or to obtain permission from any owner of the property in order to complete the Works, then it will be the obligation of the Customer to seek such permission from the owner or neighbour prior to the Works being started. The Customer will be liable for any failure to do so which results in the delay or failure to be able to perform the obligations under this Contract, and will underwrite CT against any costs that CT may incur.
1.5. CT will comply with and give all notices required by any statute, statutory instrument, rule, Estimate, regulation or bye-law applicable to the Works.
1.6. The Customer will be responsible for the arrangement of any planning permission or licences in respect of the Works, and the Customer will cover any fines or damages that either CT or the Customer incurs as a result of failing to make such arrangements.
1.7. If as part of the Works there is a requirement that a tree be cut down, then the Customer will make the necessary checks and arrangements that such tree is not subject to any type of protection order, and will indemnify both CT and CT’s sub-contractors against any damages or fines that may be a payable as a result of a failure to fulfil its obligations under this Clause in the event that such tree is cut down.
3. CONTRACT PRICE
CT will agree the Fees for the Works on acceptance of the order and the Fees will be payable in accordance with the payment schedule set out in the Estimate (subject always to clause 5 and 6).
CT will grant Customer a non-exclusive, non-transferable and personal licence to use any software incorporated in the Equipment and Materials for Customer’s own internal business or residential purposes, but for no other purpose. Customer may not allow any third party to use any of that software, and Customer may not use that software on behalf of or for the benefit of any third party. Customer may not sub-licence the use of the whole or any part of that software or transfer it to anyone else. This Licence will continue in force for the period of this Contract. In any event this Licence will automatically terminate in accordance with Clause 14.5.
1.1. CT will notify the Customer of any requirement to vary or amend the Works if required. A variation will usually be confirmed in writing and will be deemed as received. The Customer must then agree such variation in writing or if verbally confirmed this will be logged. CT will then carry out such variations as if the variations were originally included in the Job Description.
1.2. The Customer will also be entitled to request a variation to the works, but if in the opinion of CT any such Customer variation will be likely to affect or impede or prejudice it from fulfilling its obligations under the Contract it will immediately advise the Customer and will be entitled to determine whether to proceed with the variation or to fulfil the Contract as written.
1.3. If the variation as requested by either party will, in CT’s opinion, involve an addition to or deduction from the Fees CT will notify the Customer at the time of advising of the variation, and the Customer will then advise CT as to whether he/she wishes the Works to continue with the variation, or to be completed without the variation. Once the Customer has agreed to the variation of the Works, including the change to the Fees, then this will form a binding contract between the parties.
6. TIMETABLE OF WORKS
The Works may be carried out and completed by CT in accordance with a Timetable if agreed on acceptance of the order. If the Works are delayed and such delay is as a result of the Customer then CT will be entitled at its reasonable discretion to increase the Fees to reflect the actual cost of such delay.
7. INSPECTION AND TESTING
If installation has been undertaken by CT and the Works fail to pass any agreed testing procedure then CT will be given the opportunity to put right any failure to meet the relevant tests and/or inspection criteria. If the Works still fail to be accepted then the Customer will be entitled to reject the Works or that stage of the Works (as the case may be) and the Customer will be entitled to proceed as if CT were in default under clause 14.3.
8. RISK AND TITLE
1.1. Risk remains with CT until CT leaves the Premises and the Premises are handed back to the Customer.
1.2. Title to any Equipment and Materials being provided by CT will pass to the Customer when payment in full (or interim payment if CT agree to this) is made to CT in respect of such Equipment or Materials or that part as the case may be.
1.3. Until the time that full title has passed to the Customer, the Customer must do the following on behalf of CT:
1.1.1. Hold the goods on behalf of CT as bailee, and keep the goods separate from its own property in order that it may be identified as the property of CT; and
1.1.2. Allow CT to enter the property of the Customer or a third party where the goods are held and take repossession of the goods on an all moneys due basis.
9. SUSPENSION OF WORKS
The Customer will have the right at any time to require CT to suspend the progress of the Works. CT will use reasonable endeavours to reschedule the Works as soon as is practicable on receipt of the Customer’s further instructions, although this rescheduling will not be guaranteed to be at a time requested by the Customer. Any additional cost incurred by CT in complying with these instructions will be added to the total Fees unless such suspension has been made necessary by reason of default on the part of CT.
10. JOB COMPLETION REPORT
The Customer (or representative) will sign a job sheet on completion of the Works. The job sheet will signify satisfactory completion of all outstanding work. Any further works required or recommended will be noted on the job sheet.
CT will arrange for the delivery of all Equipment and Materials to the Premises. This may be at an additional cost to the Customer if specified on the Estimate.
1.1. Any Third Party Equipment supplied by CT is sold to the Customer with only the third party manufacturer’s warranty (if any). CT offers no warranties or guarantees on these goods in any way whatsoever.
1.2.CT gives a warranty to the Customer in respect of all labour and any Equipment and Materials supplied by CT other than Third Party Equipment and Materials for a period of 12 months from the date of the job completion report.
1.3. CT will be responsible for the free repair, or at CT’s option, replacement of any part supplied under Clause 12.2 above that has failed or become defective by reason of any faulty workmanship.
1.4. In the event of such fault occurring during the warranty period the Customer will serve written notice on CT immediately upon becoming aware of such fault. CT will despatch representatives to diagnose the fault as soon as possible.
1.5. CT will not replace or repair the goods under Clause 12.2 if:
1.5.1. The Customer has not paid for the Works in full;
1.5.2. The defect has occurred because of the Customer’s wilful damage, or negligence, abnormal working conditions, failure to follow the normal instructions of installation or use of the goods, misuse, alteration or repair of the item without first obtaining the prior written approval of CT or such other similar type of act or omission.
1.5.3. This Agreement will not cover any work carried out to the System as a result of damage by Act of God, explosion, flood, fire, storm, tempest, adverse weather condition, break-in, accident, war or threat of war, sabotage, insurrection, act of terrorism, civil disturbance or requisition; power failure, power surge; mis-use, mistreatment or neglect of the System whether this is intentional or unintentional or any act that is covered under the Customer’s house insurance.
1.6. CT offers no other warranties on the materials that is to say CT does not warrant that the goods are of satisfactory quality or that the goods are fit for a particular purpose or subject to a particular description or quality standard, even if they were made aware of such purpose. CT excludes to the fullest extent permitted by law all warranties conditions or other terms implied by statute or common law.
1.7. Except in the event of death or personal injury caused by the negligence of CT, CT will not be liable in any way whatsoever whether that be under contract, tort or otherwise, for any indirect or consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation (even if due to CT’s negligence) that the Customer may suffer as a result of the Works or the supply of any spare parts. Any claim for tangible damage to property will be limited to £10,000.
13. INTELLECTUAL PROPERTY RIGHTS
1.1 XXX right in the Third Party Equipment, and this must be taken up directly with the Manufacturer.
1.2. CT is the owner of all intellectual property rights in the Equipment and Materials together will all developments and modifications in such Equipment and Materials.
1.3. The Customer will give a written reference to CT if the Customer is happy with the work provided under this Contract.
1.1.1. Each party will keep all details of this Agreement and the Services surrounding this Agreement confidential. This will not apply if the details were known to that party before entering into the Agreement, were told by a third party who was not under an obligation of confidentiality, or where the details are required to be disclosed by law or statute.
1.1.2. CT will establish and maintain reasonable security measures and procedures to provide for the safe custody of the Customer’s information that is in its possession, and to prevent unauthorised access to that information.
1.1. This Contract will start on the Commencement Date and will continue for the duration of the Works subject to either party being entitled to terminate this Contract on prior written agreement of the parties. If the Customer terminates this Contract under this clause, then the Customer will pay CT for the work already undertaken up to the date of termination and all Third Party equipment that cannot be cancelled and any bespoke Equipment and Materials that has already been manufactured and cannot be used for another customer.
1.2. Either party will be entitled to terminate this Contract at any time upon written notice to the other if the other will become insolvent, make any arrangement or composition with its creditors, have any petition filed against it for compulsory liquidation or bankruptcy, have a receiver appointed over any or all of its assets, is unable to pay its debts as and when they fall due or otherwise ceases to carry on business or is in any way taken over or loses control to a third party (unless for reasons of an amalgamation or re-construction where the resulting party remains the same).
1.3. If either party is in material breach of any significant provision of this Contract then that party will give the other party not less than fourteen (14) days notice in writing to remedy the breach. If that party fails to remedy the breach within the notice period, then the other party will be entitled to immediately terminate this Contract.
1.4. If CT terminates this Contract under Clause 14.3 then CT will be entitled to immediate payment of the total Fees without deduction or set-off.
1.5. The Licence will terminate immediately.
15. FORCE MAJEURE
1.1. Neither party will be deemed to be in breach of this Contract if such failure results from circumstances beyond that party’s reasonable control. If the Force Majeure continues for a period of three months or more both parties will discuss ways in which to alleviate the situation which will include the possibility of approaching a third party during the period the Force Majeure exists or if no other possibility exists to terminate the agreement upon agreement of both parties.
1.2. If, by reason of any variation ordered by the Customer or any act or omission on the part of the Customer or any reason beyond the reasonable control of the CT arising after the date of this Contract, the Works will not have been completed in accordance with the Timetable, the Customer will grant CT prospectively or retrospectively (as the case may be) such extension of time as CT considers reasonable in the circumstances.
1.1. CT will be entitled to assign any part of this Contract or rights or obligations under it without the written consent of the other party. The Customer will be entitled to assign the rights under this Agreement to a third party on the sale of the Premises, provided that they have first obtained the prior written permission of CT.
1.2. CT will be entitled to subcontract any part of the Works.
No time or other indulgence allowed by any party to the other will constitute any waiver of any rights or remedies under this Contract and all remedies will be accumulative and non-exclusive.
18. PROPER LAW
These terms and conditions will be governed by and construed in accordance with the laws of England and subject to the exclusive jurisdiction of the English Courts.
Any notice to be served on either party by the other will be sent by pre-paid recorded delivery or registered post to the registered address of the other party marked for the attention of the Customer Secretary or such other person or address as may be set out in the purchase Estimate, or by telex or facsimile and will be deemed to have been received by the addressee within 48 hours of posting or 24 hours if sent by telex or facsimile on a working day to the correct telex or facsimile number of the addressee.
20. Bank Details
Chiltern Technology Ltd
Sort Code: 30 - 90 - 38
Account No: 03219758
Please call 01296 398851 to make a payment by Debit or Credit card
(Note: There is a 2.5% processing charge for corporate credit cards)
Chiltern Technology Ltd
Company Registration No: England 5914086