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PDS COMMUNICATIONS LTD (3306440) TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES

1. DEFINITIONS AND INTERPRETATION
1.1 Company: PDS Communications Limited (company registration number 3306440).
Customer: the person, firm or company who accepts a quotation from the company.
Goods: computer hardware, computer software, cabling and network equipment.
Services: the repair, installation training days together with any other services which the company specifies in writing to the customer.
1.2 Condition headings do not affect the interpretation of these conditions.
2. ACCEPTANCE
2.1 The customer has read and understands this order and agrees that the customer’s written acceptance or commencement of any work or services under this order shall constitute the customer’s acceptance of these terms and conditions.
2.2 These terms and conditions shall apply to this order to the exclusion of any other terms and conditions on which any quotation has been given to the customer or subject to which the order is accepted or purposed to be accepted by the customer.
2.3 No variation of this order or these terms and conditions shall be binding unless agreed in writing between the authorised representatives of the company and the customer.
3. PRICE
3.1 Unless otherwise agreed by the company in writing, the price for the goods and/or services shall be the price on the quotation given by the company or in accordance with company charging rates for work undertaken.
4. PAYMENT
4.1 Unless otherwise agreed in writing, the customer agrees to pay 20% of the price given in the quotation provided by the company prior to the commencement of work.
4.2 Upon the commencement of work, the customer agrees to pay a further 50% of the price stated on the quotation provided by the company.
4.3 The customer agrees to pay the outstanding balance owed to the company on completion of the work by the company.
4.4 The customer agrees to pay for goods prior to delivery in accordance with clause 3.
4.5 If any sum under these conditions is not paid when due then, without prejudice to the parties’ other rights under these conditions, that sum shall bear interest from the due date until payment is made in full, both before and after any judgement, at 8% per annum over Barclays Bank Plc’s base rate from time to time. The company is entitled to suspend the provision of goods and/or services as a result of any sums being outstanding.
5. DELIVERY AND PREPARATION OF SITE
5.1 Any dates specified by the company for the delivery of goods and services are intended to be an estimate only.
5.2 Time shall not be of the essence.
5.3 The customer agrees to provide all access, assistance and facilities reasonably required to allow the company to provide goods and/or services.
6. RISK/TITLE
6.1 Any goods supplied to the customer shall remain the company’s property until the company has received all sums due to the company in respect of the goods in accordance with clause 4.
6.2 Risk in the goods passes to the customer on delivery.
6.3 Until payment any goods provided by the company shall be sorted by the customer at the customer’s own cost on the customer’s premises separately from all other goods and in a manner which makes them clearly identifiable.
6.4 Until payment the customer shall upon request deliver up any goods of the company and if the customer fails to do so that company may enter any premises owned occupied or controlled by the customer where the goods are situated and repossess them.
7. QUALITY OF SERVICES AND DATA LOSS
7.1 The company warrants that it shall provide the services in accordance with good industry practice and legal requirements.
7.2 The customer shall bear the sole responsibility for establishing adequate back-up plans to apply in the event of a programme or equipment malfunction.
8. CHANGES
8.1 The company reserves the right at any time to direct changes, or cause the customer to make changes, to drawings and specifications of the goods and services or to otherwise change the scope of the work covered by an order including work with respect to such matters as inspection, testing or quality control as may reasonable be required.
9. WARRANTY
9.1 If the customer is a “consumer” (a natural person who is not acting for business purposes), the company expressly warrants that subject to Clause 9.2, all goods covered by an order will conform to a material degree to the specifications, drawings, samples or descriptions given by the company and will be of satisfactory quality (within the meaning of the Sale of Goods Act 1994).
9.2 Specifications given by the company, goods supplied and services provided by the company will depend upon the information provided by the customer and the company is entitled to rely upon the information provided as accurate and correct.
9.3 If the customer is a “business” (a seller or supplier acting for business purposes), or a consumer, the company warrants that subject to Clause 9.2, all services performed under these conditions shall be performed using reasonable skill and care and a quality conforming to generally accepted industry standards and practices.
9.4 The company expressly warrants that all services covered by an order will be carried out by appropriately qualified and trained personnel (within the meaning of the Supply of Goods and Services Act 1982).
9.5 Any claim by a business which is based on defect in the quality or condition of the goods and/or services must be notified to the company within 7 days from date of delivery/completion of the work.
9.7 Where any valid claim in respect of any goods or services is notified to the company in accordance with these conditions, the company shall be entitled to repair or replace the goods free of charge or refund to the customer the price of the goods or services but then the company shall have no further liability.
9.8 Except as expressly provided in this clause, all warranties and conditions whether implied by statute or otherwise are excluded from these conditions provided that nothing in these conditions shall restrict or exclude liability for death, personal injury and fraudulent misrepresentation caused by negligence of the company or affect the statutory rights of the customer.
9.9 The company does not guarantee a particular outcome on performance or performance standard.
10. INDEMNITY
10.1 If the company performs any work on the customer’s premises or utilises the property of the customer, the customer shall indemnity and hold the company harmless from and against any liability, costs, claims, demands or expenses for damage to the property or injuries to the customer, its employees or any other person arising from or in connection with the company’s performance of work or use of the customer’s property, except for such liability, claim or demand arising out of the sole negligence of the company.

PDS COMMUNICATIONS LTD (3306440) TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES

11. INDEPENDENT CONTRACTOR
11.1 The company and the customer are contractors’ independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.
11.2 The company may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the customer.
12. TERMINATION
12.1 The company reserves the right to terminate all or any part of an order immediately, without liability to the customer, if the customer does not accept or breaches any of the terms of a quotation or breaches these terms and conditions.
12.2 In addition to any rights of the company to terminate an order, the company may, as its option, immediately terminate all or any part of an order, at any time, and for any reason, by giving written notice to the customer.
12.3 Upon termination, howsoever arising, the customer shall pay the company the following amounts without deduction or set-off;
12.3.1 the order price for all the Goods and/or Services which have been completed in accordance with an order, and not previously paid for; and
12.3.2 the actual costs of work-in-progress in relation to the services and the cost of goods supplied by the company.
13. FORCE MAJEURE
13.1 The company reserves the right to defer the date of delivery or to cancel or vary an order by the customer (without liability to the company) if it is prevented from or delayed in the carrying out of its business due to circumstances beyond the reasonable control of the company.
13.2 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, storm or other event beyond the reasonable control of either party to these conditions.
14. INTELLECTUAL PROPERTY
14.1 The customer agrees with the company not to cause or permit anything which may damage or endanger the intellectual property of the company or the company’s title to such intellectual property or assist or allow others to do so.
14.2 [Any form of intellectual property rights in all goods supplied and services provided by the company in accordance with these terms and conditions shall at all times be and remain the exclusive property of the company.]

15.LAW AND JURISDICTION
15.1 Any controversy or claim shall be governed by the laws of England and the customer agrees to submit to the exclusive jurisdiction of the English Courts.
16. SEVERABILITY
16.1 If any clause of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other clauses and the remainder of the clauses in question shall not be affected.
17. PUBLIC AND PRODUCTS LIABILITY
Limit of Indemnity: £10,000.000.

QMF-31Rev2