1.1 In these conditions “the Company” means Netmetix Limited, “The Customer” means the person, firm, or company placing an order with the Company.
1.2 All quotations made and all orders now and hereafter accepted are subject to the following terms and conditions and no addition thereto or variation therein shall be made or can apply unless agreed in writing by the Company. In particular any conditions in a Customer’s order inconsistent with these conditions shall not apply.
1.3 We reserve the right to amend these terms and conditions at any time without notice.
1.4 Payment of an invoice covered by these terms and conditions will be considered as full and unconditional acceptance on them unless otherwise agreed in writing.
All prices exclude VAT and commissioning, unless otherwise specified in writing, but include delivery on the UK Mainland. Prices are valid for 30 days from the date of the official quotation unless specifically stated otherwise.
3.1 Delivery dates will be agreed with the Office Manager or his/her authorised deputy. Although every endeavour will be made to maintain delivery dates, these should be regarded as estimates only and the Company is unable to accept any liability whatsoever as a result of delayed despatches or failure to deliver before the estimated date of delivery.
3.2 Commissioning on site will be as defined in the Company’s official quotation. Where applicable commissioning will be carried out by our engineers who will sign off the system with the customer on completion of the project.
3.3 Unless specifically stated otherwise in the quotation, permanent fixing of network cables and any necessary building work is not included.
The Customer shall be responsible for the provision of an adequately rated supply in reasonable proximity to the installation site of the equipment ordered by the Customer.
All software supplied by the Company shall be subject to the appropriate licence agreement issued by the original supplier of such software.
6.1 The risk in the goods shall pass to the Customer when the goods are despatched from the Company’s premises or chosen supplier.
6.2 Notwithstanding subclause (6.1) above, legal and equitable ownership of the goods shall remain with the Company until payment for the goods has been received by the Company in full.
6.3 At any time prior to full payment (whether or not payment is then overdue) the Company may (without prejudice to any of its other rights) retake possession of the goods or any part thereof and may enter on the Customer’s premises by its employees or agents for that purpose.
6.4 Until the time of full payment for the goods, the Customer shall be the bailee of the goods on behalf of the Company and shall store the goods in such a way that they are separately identifiable, nevertheless prior to the time of full payment the Customer is entitled to use the goods in the normal course of its business.
6.5 The Customer’s right to use the goods prior to full payment may be terminated forthwith by written notice given by the Company to the Customer and shall automatically terminate with or without notice on the appointment of any receiver or liquidator of the Customer.
7.1 Non-delivery of goods must be notified within ten days of the date of the invoice. The Company reserves the right to disclaim liability for failure to comply with this provision.
7.2 Any claim for shortages or for damages or breakage’s occurring whilst the goods are in transit should be notified to the Company in writing and to the Carriers, where applicable, and should specify in detail the alleged damage, breakage or shortage within three days of receipt of goods. The Company disclaims any liability if notification is not given within the said time limit.
7.3 Cancellation of any order after acknowledgement will incur a re-stocking and administration charge of up to 25% of the order value.
7.4 No goods may be returned to the Company without prior authorisation from the Company.
7.5 Acceptance of cancellation of specially ordered items will be at the discretion of the Company.
8.1 Payment terms are Cash on Delivery unless otherwise agreed in writing.
8.2 Netmetix reserve the right to charge statutory interest on any amount overdue at the rate of 8% per annum over the Bank of England base rate from the due date until the payment is received. Any such interest shall accrue on a daily basis both before and after judgment.
8.3 Training, support and consultancy are payable in advance.
9.1 Mileage expenses will be recharged at the rate of 45 pence per mile. This will be calculated from our Head Office to the client site. Expenses will be invoiced retrospectively.
9.2 On the occasions where Netmetix staff are on site undertaking chargeable work and it is necessary for an overnight stay this will be recharged directly to the client retrospectively along with any subsistence costs for breakfast (to a maximum of £10.00) and an evening meal (to a maximum of £20.00)
The Company will repair or replace at our option without charge, any of the products which prove to be defective within the manufacturer’s warranty period provided that
10.1 they have not been misused or modified and
10.2 they are returned to the Company carriage paid and
10.3 our payment terms are being complied with.
11.1 On-site warranty and service will be covered by an additional and separate service contract. Details of the terms and conditions are available on request.
11.2 All monthly recurring services will be provided on a rolling monthly basis and can be terminated by either party with no less than thirty (30) days written notice. All monthly recurring services will be billed up until the last day of the month following the month in which written notice of termination is received.
11.3 All annually renewable services will be deemed to have been renewed on the anniversary date unless notice is received by Netmetix in writing no less than sixty (60) days prior to the Termination/Anniversary date of the Service Agreement of any intention to cancel or not renew. In the absence of written notice, the Agreement will be deemed to have been renewed for a duration no less than one (1) year. Any adjustment to the Agreement price shall be advised accordingly.
The Company shall not be responsible for non-performance in whole or part of its obligations nor under any liability to the Customer in respect thereof if such non-performance is due to acts of God, war, insurrection, Government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest or any other cause beyond the control of the Company.
Except for personal injury due to negligence of the Company or its employees as herein provided, the Company shall not be under liability whether in contract, tort or otherwise and whether or not resulting from the negligence of the Company or its employees in respect of defects in goods delivered or for any damage or loss resulting from such defects. The Company shall not be under any liability for damage, loss or expense, resulting from the failure to give advice or information, whether or not due to negligence of the Company or its employees. In no event shall any breach of contract or tort (including negligence) or failure to any kind on the part of the Company or its employees give rise to any liability for loss of revenue on any consequential loss or damage arising from any cause whatsoever.
During the twelve (12) month period after the date of this invoice the Customer shall not solicit or entice away or employ or attempt to solicit or entice away any of Netmetix employees. In the event of the Customer securing the services of Company personnel in accordance with this Article 14, then the Company shall be entitled to compensation, the sum of which shall be equivalent to twelve (12) months gross salary and accrued benefits of the relevant employee.
These conditions and the contract to which this document relate shall in all respect be construed and operate in accordance with English Law.