Pennine Telecom Ltd
These Conditions may be updated from time to time and shall be governed by and construed in accordance with English Law.
All telephone calls to and from Pennine Telecom Ltd may be recorded for quality and training purposes.
Standard Terms and Conditions of Sale
1. These Conditions
(1) In these terms and conditions the initials “PTL” means Pennine Telecom Limited, the words “the Customer” shall mean the person, form or company purchasing or agreeing to purchase goods or services from PTL, the words “these conditions” shall mean the terms and conditions of sale set out herein and the word “goods” shall mean all equipment, spare parts, other goods, repairs or services to be provided to the Customer by PTL.
(2) All agreements by which PTL agrees to supply goods and services to the Customer shall be subject only to these Conditions notwithstanding any variation or attempted variation of these Conditions made by the Customer in its order form or otherwise and (save as provided by Clause 1(3) of these Conditions) the making of an order by the Customer for the goods or services supplied by PTL shall for all purposes be deemed to be acceptable by the Customer of these Conditions to the exclusion of any other terms and conditions. Any brochure in which these Conditions are incorporated shall constitute an invitation to treat by PTL and any order placed by the Customer shall constitute an offer for goods incorporating these Conditions made by the Customer which PTL may in its discretion accept in writing or by telephone, fax, telex or email. No cancellation of an order by the Customer shall be valid unless made in writing and accepted in writing by PTL.
(3) No variation of these Conditions is permitted unless expressly accepted in writing by a director of PTL.
2. The Goods
(1) Subject to the warranty contained in Clause 6(1), all descriptions, drawings and particulars relating to the goods in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the agreement between PTL and the Customer. All representations as to performance of the goods are based on information supplied by the manufacturer of the goods and relate to their performance in normal conditions and when used correctly.
(2) Unless otherwise expressly agreed, goods supplied will be in accordance with manufacturer’s normal designs and specifications current at the date of manufacture or delivery and the supply by PTL of goods differing from any contractual or pre-contractual specifications or descriptions shall not be in a breach of the agreement between PTL and the Customer insofar as the goods are of approximately equivalent performance to the goods referred to in such specifications or descriptions.
3. Delivery and Risk
(1) Unless otherwise expressly agreed, the cost price shown in the current price list of PTL is exclusive of value added tax and of the cost of packing and carriage which will be charged at PTL’s normal rates.
(2) The time for delivery of the goods is not of the essence. The agreed dates for delivery are estimates only and a failure by PTL to comply with them shall not be a breach of these Conditions.
(3) The Goods shall be at the Customers risk at the time of delivery, or, if the Customer has requested that he has arranged the collection of the goods, at his risk on the date that PTL has notified the Customer that the goods are ready for collection.
(4) The Customer is required to inspect the goods on receipt and to notify PTL of any defects or complaints within 7 days.
(5) If any payment due to PTL is overdue for 30 days or if the Customer ceases to trade or enters into any arrangement with its creditors or shall become insolvent or has a receiver or administrative receiver appointed or a petition if presented or a resolution is passed for the winding up of the Customer (if the Customer is a company) other than for the purpose of a solvent reconstruction or amalgamation previously notified to PTL, the Customer shall then be deemed to have repudiated any agreements it may then have with PTL who shall be entitled (without prejudice to any other rights or remedies available to it) to stop any goods in transit and to cancel any further deliveries.
4. Property In the Goods
(1) Notwithstanding risk in the goods passed to the Customer in accordance with Clause 3(3) of these Conditions, the goods shall remain the sole and absolute property of PTL and title to and legal equitable ownership of the goods shall not pass to the Customer until payment is received by PTL of all monies due from the Customer to PTL in respect of all goods supplied by PTL to the Customer and the Customer acknowledges that until such payment is made in full it is in possession of the goods solely as a fiduciary for PTL.
(2) The Customer is licensed by PTL to use or to agree to sell the goods provided that the entire proceeds of any sale of such goods are held in trust for PTL and are not mixed with other moneys or paid into an overdrawn bank account and shall at all times be identifiable as PTL’s money.
(3) Until title to the goods passes to the Customer the goods shall be kept separate and distinct from all other property of the Customer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to PTL and the Customer will not cause or permit or suffer any labels, badges, serial numbers or other means of identification of the goods to be removed or obscured.
(4) PTL may for the purpose of recovering its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
5. Price and Payment
(1) Unless otherwise expressly agreed, the price is payable on delivery of the goods with invoice. If the Customer does not take delivery when requested, the price is payable 7 days after PTL has requested the Customer to take delivery, together with a reasonable charge for the care and storage of the goods.
(2) Time for payment is of the essence and if payment is not made within 30 days from the date of invoice, PTL may require the Customer to pay interest at 5% per month from the date of the invoice compounded monthly.
(3) If payment should not be made within 30 days. PTL will be entitled to charge (in addition to interest and any legal costs ordered by the Court and without prejudice to any other rights or remedies available to PTL) the sum of £85 plus VAT by way of liquidated damages and as a contribution to the administrative costs incurred by PTL in taking steps to secure payment.
(4) Unless otherwise stated, all payments are to be made in sterling to PTL’s address as stated on the invoice.
(5) Where any agreement to supply goods provides for goods to be delivered by instalments which are to be separately paid for, such agreement shall not be severable and failure by the Customer to pay for or accept delivery of any instalment by the due date shall entitle PTL as its option to treat the whole agreement with the Customer as repudiated.
(6) The price may be increased by PTL at its discretion to take account of fluctuations in exchange rates or increases in the cost of the goods to it or taxes or otherwise.
(7) The price shall be payable without any deduction or set-off.
6. Warranty and Liability of PTL
(1) PTL undertakes to credit the account of the Customer (if any) or to remedy free of charge by repair or replacement any defects in the goods covered under the manufacturer’s guarantee provided that the Customer notifies PTL promptly of such a defect and where the Customer arranges for the prompt return to PTL of the defective goods at the Customer’s risk and expense.
(2) Save as herein specifically provided and save to the extent that the same cannot by statute be excluded, all conditions and warranties or representations expressed or implied statutory or otherwise in relation to the goods are hereby excluded. Nothing in this Clause 6(2) of these Conditions shall exclude the undertakings implied by Section 12 of the Sale of Goods Act 1979.
(3) PTL does not exclude liability in respect of death or personal injury which results from the negligence of PTL, its employees, agents or sub-contractors.
(4) PTL shall not be liable for any financial consequential or indirect loss suffered by the Customer or any third party whether such loss arises from breach of a duty in contract or tort or in any way including without limitation to the generality of this exclusion, loss of profits, economic loss, loss of goodwill, loss of contract, loss of data, damage to the property of the Customer or anyone else (other than damage caused by the negligence of PTL or any of its employees, agents or sub-contractors) and personal injury to the Customer or anyone else (except so far as such injury is attributable to PTL’s negligence).
(5) To be valid, any claim against PTL whether in contract or tort must be brought within two years of the date of invoice and any such claim shall be limited to an amount by way of liquidated damages equal to the invoice value of the goods in respect of which the claim is made.
7. Force Majeure
PTL shall not be liable to the Customer for any failure to perform its obligations due to any circumstances beyond its control (including without limitation; strikes, lockouts, industrial disputes, failure or power supplies delays cause by British Telecommunications plc or any other person, firm of company delays caused by any manufacturer of the goods, riots, civil disturbances, war or warlike activity, embargoes, fire, explosion, flood or natural causes) and in such event PTL may elect by written notice to cancel any agreement with the Customer or elect that the time for performance shall be extended until such time as PTL can reasonably effect performance.
If the Customer shall be in breach of any of these Conditions, then the failure by PTL to rectify the same shall not create any assumption that such a breach has been waived by PTL.
All demands, notices and other communication shall be in writing and addressed to PTL at its address shown in invoices delivered by it and to the Customer at the address given by it for delivery of invoices (or as subsequently notified by one to the other in writing) and shall be deemed to have been duly given or made by letter 48 hours after being posted first class postage pre-paid or if delivered by hand at the time of delivery or if given or made by telex or email when the sender shall receive the answer back off the person to whom it is sent.
10. Law and Jurisdiction
These Conditions shall be governed by and construed in accordance with English law.