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PURCHASE ORDER - TERMS AND CONDITIONS

1. DEFINITION: -

In these Conditions of Contract ‘TT’ means TalkTech, the Equipment means the goods sold or supplied by ‘TT’ to the Customer under the Contract to which these Conditions apply and includes any software under the Contract.

Where the Contract does not include installation by ‘TT’, paragraphs 4.1 and 5.2 shall not apply and reference to installation shall be ignored and taking over/taken over shall read as meaning delivery/delivered to the Customer.

 

2. CONTENT OF CONTRACT:-

The Customer’s order and these Conditions of Contract constitute the entire agreement between the Customer and TT in respect of the Equipment and supersede all other agreements, statements, representations or warranties made by or between the parties relative there to. No waiver, alteration or addition to these Conditions shall be effective unless made in writing on or after the date of TT’s acceptance of the Customer’s order and signed by an authorized signatory of each party.

 

3. ORDER AND ACCEPTANCE:-

Except in the case of contracts by Tender, the Customer’s order shall be subject to written acceptance by TT. Where TT submits a written tender or quotation for acceptance by the Customer, TT’s offer shall, unless otherwise specified and unless previously withdrawn, be valid for a period of one month and after that period shall be subject to confirmation by TT.

 

4. CONSENT; INSTALLATION OF EQUIPMENT; ACCESS:-

The Customer shall at its own expense:

4.1 Obtain all necessary wayleaves, permits and consents for the installation and use of the Equipment, including consent for any necessary alterations to buildings.

4.2 Provide suitable accommodation, foundations and environment for the Equipment.

4.3 Provide electric power needed by TT in installing, testing and maintaining the Equipment.

4.4 Provide a suitable and safe environment for TT personnel.

4.5 The Customer shall pay TT additional charges for any extra labour or other costs or expenses incurred by TT through the absence or non-availability of such facilities at any time.

4.6 The Customer shall provide TT at all reasonable times with full and convenient access to the Customer’s and other premises for the purpose of carrying out TT’s obligations under this contract.

4.7 TT will normally carry out work during the usual working hours but may, on reasonable notice, require the Customer to provide access at other times. At the Customer’s request, TT may agree, exceptionally, to work outside usual working hours, the Customer shall pay TT’s reasonable charges for complying with such request.

 

5. TAKING OVER:-

5.1 If the Equipment is to be delivered or ready for service by a date specified by the Customer or by TT such date is to be treated as an estimation only; TT does not guarantee that the Equipment will be delivered or ready for service by such date, or accept any liability for failure to meet the date howsoever caused.

5.2 Upon installation TT will carry out any tests necessary to ensure that the Equipment is in working order. The Equipment shall be deemed to be taken over by the Customer at either; the date when TT notifies the Customer that the Equipment is in working order (whether or not connected to the appropriate network) or the date when the Customer begins to use the Equipment, whichever is the earlier. Taking over shall not be prevented by minor defects which do not prevent the Equipments effective use, but TT shall remedy such minor defects within

a reasonable time.

 

6. OWNERSHIP AND RISK:-

6.1 Any part of the Equipment delivered to the Customer’s premises (or premises to which the Equipment is delivered at the Customer’s request) shall from time of the delivery be at the Customers risk, whether or not installed, except as regards loss or damage caused by willful act or negligence or its agents. Where the contact does not include delivery and or installation by TT risk passes when the Customer or his agents takes possession of the Equipment.

6.2 If TT is prevented by the Customer’s default from delivering the Equipment to the Customer or if delivery is delayed at the Customer’s request TT may charge to the Customer its reasonable storage and transport costs arising from the delay.

6.3 Notwithstanding that the Equipment has been taken over and stands at the Customer’s risk, ownership of the Equipment shall not pass to the Customer until payment of the contract price in full. The Equipment shall stand in the Customer’s books in the name of TT, the Customer shall take appropriate steps to notify third parties of TT’s interest in the Equipment and in the event of threatened seizure of the Equipment or of appointment of a receiver or liquidator, or any other event entitling TT to terminate this contract under paragraph 10 the Customer shall immediately notify TT and TT shall be entitled to enter the Customer’s premises and

repossess the Equipment.

 

7. GUARANTEE AND SERVICE:-

7.1 TT undertakes to provide to the Customer and the Customer shall accept from TT the service described in

7.2 (hereinafter called ‘the Maintenance Service’).

7.2 The Maintenance Service shall be provided by TT during usual working hours, Monday to Friday inclusive, national and Bank Holidays excepted and shall comprise: Response by TT to calls for service to Equipment as soon as reasonably possible after receipt of the Customer’s notification that the Equipment is defective. Repair of the Equipment at the Customer’s premises or if deemed necessary in TT’s opinion at TT’s depots and subsequent restoration of the Equipment into service.

7.3 The Maintenance Service will be operated by TT with effect from the date of supply/commissioning of the Equipment covered by the Customer’s order, and shall, unless otherwise indicated, continue for a minimum period of 12 months without prejudice to the Customer’s rights to service provided by TT under its standard form of Maintenance Agreement.

7.4 TT reserves the right to suspend Maintenance Service if the Customer has failed to pay any sum which may be due to TT.

7.5 The Maintenance Service does not include the repair or damage, replacement of parts, additional maintenance or increase in service time caused by accident, misuse or neglect act or default of the Customer or any other user of the Equipment, including failure to observe operating instructions, failure of electrical power or any other fault not attributable to the Equipment or alterations to the Equipment not carried out or agreed in writing with TT including adjustments or modifications undertaken by parties other than TT.

 

8. LIMITATION OF LIABILITY:-

8.1 TT accepts liability for defects in Equipment and installation to the extent in paragraphs 7.2, 7.3, 8.3, 8.4 and 8.5 but not otherwise. Except where expressly contained in these conditions all warranties, conditions, undertakings and representations, express or implied, statutory or otherwise are excluded.

8.2 The undertaking as to the title in Section 12 of the Sales of Goods Act 1979 is not excluded.

8.3 Where the Customer does not buy the Equipment in the course of a business (or hold himself out as doing so) paragraph 8.1 does not exclude the undertakings implied by sections 13, 14 and 15 of the Sale of Goods Act 1979, and does not affect the Customer’s statutory rights.

8.4 TT does not exclude liability for death or personal injury resulting from the negligence of TT or of its employees while acting in the course of their employment.

8.5 TT does not exclude liability for loss of or damage to property which is directly attributable to TT’s negligence, but TT’s liability for such loss or damage shall be limited to £500,000 in respect of any one incident.

8.6 In no circumstances shall TT be liable in contract, tort, or otherwise for loss (whether direct or indirect) of profit, business or anticipated savings, or for any indirect or consequential loss whatsoever. However, this paragraph does not affect paragraphs 8.2, 8.3 or 8.4.

 

9. CHARGES AND PAYMENT:-

9.1 Unless TT notifies the Customer otherwise an invoice will be submitted upon the Customer taking over the Equipment. Payment is due upon presentation. Any sum payable by the Customer, which shall remain unpaid for 28 days or more after the due date for payment, shall attract interest at the rate of 2% per month from the due date to the date of payment. Any amount charged by TT by way of interest under this provision shall be paid by the Customer on demand and may be charged by TT without any prejudice to any of its other rights or remedies under these conditions of contract.

 

10. TERMINATION OF CONTRACT:-

Without prejudice to other rights, TT shall have the right forthwith to terminate this contract and to claim for any resulting losses or expense if: the Customer commits a breach of this or any other contract with TT and fails to remedy the breach within a reasonable time of a written notice to do so; or the Customer commits any act of bankruptcy, or compounds with his creditors; or a petition of receiving order in bankruptcy is presented or made against the Customer or a resolution or petition to wind up the Customer is passed or presented (otherwise than for reconstruction or amalgamation); or a receiver is appointed.

 

11. CANCELLATION:-

If the Customer wishes to cancel this contract in whole or part TT may, without prejudice to its right to treat cancellation as a breach of contract, agree to accept such cancellation upon the basis that the Customer will reimburse TT all costs incurred, including: The cost of work done and Equipment procured in furtherance of the contract; the cost of removing Equipment from the Customer’s premises and storing the same.

 

12. ASSIGNMENT:-

The Customer may not assign any of its rights under the contract without TT’s written consent.

 

13. FORCE MAJEURE:-

TT shall not be liable in respect of any breach of this contract due to any cause beyond its reasonable control including; Act of God, inclement weather, flood, lightning or fire, industrial action or lockouts; the act or omission of Government, or any other competent authority; war, military operations or not; the act or omission of third parties for whom the party concerned is not responsible.

 

14. GOVERNING LAW:-

This contract, and any dispute arising therefrom, is governed by the laws of England, and the parties to this contract agree to submit to the jurisdiction of the English Courts.

 

15. ORIGIN:-

TT makes no representation and gives no warranty in respect of the source of origin of manufacture of the Equipment or any part thereof.

 

16. SOFTWARE:-

Title to any copyright or other industrial property rights in any software forming part of the Equipment shall not pass to the Customer whose sole right in respect of the software shall be to use the software in connection with the hardware which forms part of the Equipment. The Customer shall not be entitled to use the software for any other purpose or to amend, modify, copy or reproduce the software or to disclose or reveal software to any third party.

 

17. TECHNICAL DOCUMENTS:-

All catalogues, brochures specifications or other technical characteristics, data or descriptive matter included in any sales promotional material made available to the Customer, are intended to give a general description of Equipment. The Customer shall not form part of these Conditions of Contract.

 

18. NOTICES:-

Any notices which may be required to be served under these Conditions of Contract shall be duly served if sent in ordinary course of post to the Customer’s premises or to an alternative address advised by the Customer to TT.

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