PoPLocks Ltd Terms & Conditions
In these Terms and Conditions of Business the following meanings shall apply:-"the Company" shall mean PoPLocks Ltd.
the Customer" shall mean any person or persons, firm or company with whom the company contracts.
"normal working hours" shall mean the hours of 08.30 to 17.00 Monday to Friday (excluding public holidays falling on these days). The installation" shall mean the security device or devices specified. The product or goods" shall mean items to be sold by the company to the customer. "Security system" shall mean components which together with wiring and electrical terminations form a security system.
1.1. These Terms and Conditions shall apply to and govern all quotations and contracts entered into by the Company. All conditions of the Customer or other terms and conditions or warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing, and these terms and conditions shall be deemed to be accepted on receipt of a quotation or the placing of an order and the customers own conditions shall not be regarded as a counter offer.
1.2. The exercise by the Company of any right pursuant to these Terms and Conditions shall be without prejudice to any other right available to it whether hereunder or under general law.
1.3. The Customer acknowledges that the Contract was not entered into in reliance on any representations other than those incorporated in the Company's Quotation (if any) and these Conditions.
1.4 Any modifications, alteration or extension to the goods or installation shall be subject to the Terms and Conditions of this agreement and will be carried out by the Company at the Customer's expense.
2. A quotation by the Company shall not constitute an offer and there shall be no binding contract until the Company has issued its confirmation of the Contract as applicable.
3.1. Unless otherwise specifically stated, all prices quoted by the Company are net, and exclusive of Value Added Tax.
3.2. Any sum to be paid by the Customer shall be the sum(s) shown by the Company's invoice(s) which may take into account any increase in the cost of goods and materials and increased labour, transport, storage, fuel and power charges arising after the date of the quotation or contract or during the performance of the contract.
4.1. Delivery/installation dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time is not and shall not be deemed to be of the essence of the contract.
4.2. Where this agreement refers to an installation, it is assumed full access to the building will be available during normal working hours. Work outside these times will attract a surcharge of 50% on the labour charge element of the work.
4.3. The Customer shall have no rights of set off against any monies due to the Company under this or any other contract.
4.4. No cancellation, suspension or variation of any order accepted by the Company shall be valid unless agreed by the Company in writing and such agreement will only be given on terms which compensate the Company for any loss, costs, damages, charges and expenses incurred by the Company thereby.
4.5. The Company reserves the right to make any changes in the specification of goods/services in the quotation which are required to conform with any applicable safety or other statutory requirements or where the goods/services are supplied to the Company's specifications which do not materially affect their quality or performance.
4.6. The Company accepts no responsibility for delivery or late delivery of any special orders where supply is subject to availability from third parties.
5. Risk in goods sold to the Customer shall be passed to the Customer so that the Customer is responsible for all loss, damage or deterioration of the goods or any part thereof at the time the Customer takes delivery of the goods save that if the goods are sold "ex works" and are not collected by the Customer by the due date for collection the goods shall be at the sole risk of the Customer thereafter. Where the goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with the carriers conditions of business.
6.1. All payments for goods sold and services provided by the Company become due seven days from the date of invoice unless otherwise stated and time of payment shall be of the essence. All other sums due to the Company from the Customer are payable on demand.
6.2. Where goods are delivered and services provided in instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions.
6.3. Part payments on account will be made by the customer for work done when jobs run over a period of more than two weeks. A valuation of the work completed and equipment on site, whether installed or not, will be made and agreed by customer and company representatives. Such payments on account will be remitted to the company within 10 days of agreed valuation.
6.4. If the Customer is in default in paying any sum and when it becomes due, the Company shall have the right to suspend all further deliveries/installations until the default is made good and/or to cancel the contract so far as any goods remain to be delivered there under.
6.5. In the event that the Customer fails to pay any monies by the due date, the Company shall be entitled to charge (both before and after Judgment) interest on the outstanding monies from the due date to the date of actual payment at a rate of four per cent per annum above the interest rate charged by Barclays Bank PLC as from time to time amended.
6.6. Charges for the installation and commissioning of any goods or equipment, or for services, are based on an uninterrupted programme of work. Any delays which occur as a result of inclement weather, non-completion of work by third parties, non-availability of suitable power supplies or other works or services to be supplied by third parties, act or omission on the part of the Customer or any other cause beyond the control of the Company shall be charged as an extra.
7. The Company shall not be liable for any delay in the performance of the contract by reason of any delay or failure of the Customer in supplying any specification required.
7.1. It is incumbent upon the Customer, at the survey stage or before work commences, to advise on the existence of any buried or concealed cables, pipes or ducts and any other relevant matter which may delay completion of the installation.
8. The Customer shall indemnify the Company against all actions, claims, costs, demands, expenses and compensation orders by whomsoever made or preferred against the Company for the infringement or alleged infringement of any patent registered design trade mark and/or other third party right or infringement under the Trade Descriptions Act 1968 or any amendments or re-enactment thereof or any miss description or miss representation arising out of the supply by the Company of services to the Customer's order, design or specification or with labels or logos bearing details supplied by the Customer.
9. If any distress or execution shall be levied on the Customer's property or assets or any part thereof or if the Customer shall make or offer to make any arrangement or composition with its creditors generally or if the Customer:-
9.1 Being an individual, commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him; or
9.2 Being a partnership, if the said partnership is dissolved for whatsoever reason or if any partner commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against any partner; or
9.3. Being a limited company, if the proceedings are commenced for the liquidation of the Customer or if a meeting of creditors is called pursuant to Section 588 of the Companies Act 1985 or if a resolution is passed for the voluntary winding up of the Customer (other than a members voluntary winding up for the purpose of amalgamation or reconstruction only) or the appointment of all or any of the assets of the Customer, or the Customer ceases, or threatens to cease, to carry on business then the Company shall have the right forthwith to determine all subsisting contracts whether remaining to be performed in whole or in part, by serving written notice of such determination on the Customer, and all monies due to the Company shall become immediately due and payable.
10.1. Title in the goods or any part thereof shall only pass to the Customer when all sums due from the Customer to the Company have been paid in full. Upon any of the events specified in Clause 9 of these agreements occurring, the Company servants or agents may enter the Customer's premises where the Company has reason to believe such goods are stored and remove said goods from the Customer's premises. Until such time as title passes, the Customer shall hold the goods as the Company's fiduciary agent and bailee.
10.2 The Customer shall at all times keep the goods separate from all other goods in the Customer's possession, clearly marked as the property of the Company and shall store the goods in a safe and proper manner. The Customer shall insure the goods at all times and account to the Company for any proceeds of any such insurance and the amount of such proceeds received by the Company shall be set off against the sum due for the goods or any part thereof outstanding. Any proceeds of such insurance shall at all times be kept separate from any and all other monies held by or on behalf of the Customer.
10.3. The Customer shall not in any event, until all monies due have been paid to the Company, be entitled to pledge, or in any way charge by way of security for any reason, any of the goods which remain the property of the Company, but if the Customer does so, all monies due to the Customer shall become immediately due and payable without prejudice to any other right or remedy of the Company.
11. Should the Company be restricted, hindered, delayed in or prevented from carrying out its obligations under the contract by any circumstances whatsoever outside the Company's reasonable control including, without prejudice to the generality of the foregoing and without limitation, any act of God, war, riot, strike, lock-out, trade dispute or other labour disturbance, fire, flood, difficulty in obtaining workmen, fuel, materials or transport, government restrictions or the exercise of government authority, whole or partial failure of equipment or the Company's suppliers then the Company shall not be liable to the Customer for any loss or damage whether direct or indirect which may thereby be suffered by the Customer and furthermore the Company be at liberty to determine or suspend the contract without incurring any liability for any loss or damage resulting to the Customer. The appointment of available goods between the separate orders and separate Customers shall be entirely within the discretion of the Company.
12. The Company shall not in any event be liable for indirect or consequential loss or damage (including without limitation) loss of profits, of use, or of contracts arising out of the supply or failure of supply of goods or services by the Company (other than liability for death or personal injury resulting from the negligence of the Company) and whether arising in contract, tort or otherwise and in all other cases liability shall be limited to the contract price, and the provisions of this sub-clause shall survive the termination of an order or contract however arising.
13. Terms and Conditions and the rights and obligations of the parties to the contract shall be governed, interpreted and construed solely in accordance with Laws of England and Wales.
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