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1.
In the following paragraphs
the Company shall mean BLAKEGLOW LIMITED and the Customer shall mean any
person company or organisation that places an order on the Company for the
supply of materials and/or services. All
orders received by the Company for the supply of materials and/or services
will be subject to the following conditions that will form the basis of
the Contract between the Company and the Customer.
These conditions (together with any order form and/or acceptance of
order form) constitute the entire agreement between the parties and the
Customer warrants that it has not entered into the Contract as a result of
any representation promise warranty or agreement other than as contained
in these conditions.
2.
(a)
Equitable and beneficial ownership of the goods supplied shall
remain with the Company until full payment has been received.
(b)
For non payment we may require the Customer upon reasonable notice
to return and deliver up the goods to us failing which we shall take legal
proceedings to recover the goods or their value.
3.
All sums unpaid after the date
on which payment became due in accordance with clause (16) below
(“Payment Date”) shall bear interest from the Payment Date to the date
of actual payment at the prevailing interest rate in accordance with the
Late Payments of Commercial Debts (Interest) Act 1998.
4.
By accepting the supply of
goods or services the Customer gives the right of access to the Company to
enter upon the property for the sole purposes of carrying out the work
ordered. Where the Customer
does not own the property it is the responsibility of the Customer to
obtain such permission from the owner and the Customer warrants that such
permission has been obtained. Furthermore
it is the responsibility of the Customer to obtain planning permission,
should this be required, and the Company accepts no responsibility for the
cost of removal/re-siting of any equipment if this permission has not been
obtained.
5.
The Company undertakes to
maintain insurance cover against public liability cover for an amount not
less than £5 million in any one claim.
6.
The Company reserves the right
to decline to carry out work that, in its sole judgment, is considered to
be unsafe.
7.
Systems shall comply with all
relevant British and European Standards, CAI and SSAIB Codes of Practice
or such other current or future regulations or British or European
Standards from time to time. This
includes Standards for Health and Safety as well as system performance.
Where these Standards are not included in the specification the
Company shall advise the Customer on such applicable Standards.
8.
If the Customer shall commit a
breach of any of these conditions or if any distress or execution is
levied on any of the property or assets of the Customer or if the Customer
shall suspend payments of its debts or shall make an offer or any
arrangement or composition with creditors if an interim receiver of the
Customer’s property shall be appointed or the Customer commits an act of
bankruptcy, or if an bankruptcy petition or order is presented or made
against the Customer or any resolution or petition to wind up the
Customer’s business or any administration order in relation to the
Customer is passed presented, or a receiver, administrative receiver or
manager of its assets shall be appointed then without prejudice to any
other rights including rights to damages which the Company may have:-
a)
any sums due in respect of goods which have been delivered to the
Customer shall become payable forthwith; and
b)
the Customer’s rights to possession of and to sell the Contract
goods shall cease and the Company shall be entitled to enter the
Customer’s premises for the purpose of repossessing and repossess all
goods which are the property of the Company; and
c)
the Company shall be at liberty at any time thereafter to cancel,
by notice in writing to the Customer, all orders and contracts or any part
thereof remaining unfulfilled between the parties and the Customer shall
be responsible for all costs allowable by the court if the court finds
that the Customer is in breach of contract.
9.
The Customer is deemed to have
and acknowledges that it has, exercised its own skill and judgment in
selecting the goods ordered in entering into this Contract and has not
relied upon the skill judgment or advice of the Company, except where
stated. The Company can accept
no liability for any inaccuracies in information or advice given or for
any losses direct or indirect arising out of or in consequence upon any
advice particularly where the Company has relied upon information given by
the Customer in providing such advice.
10.
The Company’s liability to
the Customer whether in Contract or otherwise shall in any event be
limited to the invoice value of the goods in respect of which such losses
are claimed by the Customer and the Company shall not be liable for any
consequential losses of the Customer.
11.
The time quoted for
delivery/performance is estimated and not a guarantee.
This does not affect the customer’s rights, under the Supply of
Goods Act, to expect work to be completed within a reasonable time.
The Company shall not be liable for any failure to deliver the
goods or supply the services arising from circumstances outside the
Company’s control and non exhaustive illustrations include acts of God,
war, riot, explosion, abnormal weather conditions, fire, flood, government
action, strikes, lock out, delay by suppliers, accidents and shortage of
materials, labour or manufacturing facilities.
If the Company is prevented from delivering or providing services
in the above circumstances then it shall notify the Customer of this act
in writing within 14 days of the date on which it becomes apparent that
the Company is unable to deliver the goods or supply the services as a
result. If the
circumstances preventing delivery or fulfilment of the services are still
continuing 3 months from and including the date when the Company sent such
notice then either party may give written notice to the other cancelling
the Contract and such written notice must be received while the
circumstances are still continuing.
a.
If the Contract is cancelled in this way the Company shall refund
any payment which the Customer has already made on account of the price of
the Contract (subject to deduction of any amount which the Company is
entitled to claim from the Customer) but the Company accepts no liability
to compensate the Customer for any further loss of damage caused by the
failure to deliver or supply services and/or goods.
12.
This agreement shall not be
assigned by either party without first ensuring that the person to whom
the benefit or burden is assigned agrees to be bound by the terms of this
agreement.
13.
The Contract (Rights of Third
Parties) Act 1999 shall not apply to this Contract so that only the
parties to this Contract shall be entitled to enforce the provisions of
this Contract, save for any assignee permitted in accordance with clause
(12) above.
14.
Any dispute under or arising
out of any order accepted by the Company which cannot be satisfactorily
resolved between the Company and the Customer may be referred to an
independent arbitrator to be appointed by the Chairman of the
Confederation of Aerial Industries Limited in relation to aerial and
satellite systems if both parties consent.
The finding of the arbitrator so appointed shall, where legally
permissible, be binding on both parties including their determination as
to the payment of their costs.
15.
With respect to satellite and
television:
a).
The Company cannot guarantee the quality of the signals / reception
where factors, the effects of which are unknown at the time or which occur
after installation adversely affect the same, for example but not limited
to, the effect of Mobile Fixed Communication Networks (MFCN) which are
intended for mobile data transfer such as broadband and phones (as the
effect of this on television transmissions is unknown at this time) or the
erection of any structure in the vicinity.
This list is not exhaustive.
b).
Clients should be aware that the government intends to move and
adjust the channels that terrestrial television transmits on, which, in
some cases, will require aerial and filter changes.
Where this occurs, the company can accept no responsibility for the
cost of these changes.
c).
It is possible that, where other transmissions, for example but not
limited to, MFCN, G4 and LTE affect your system / aerial and the reception
/ transmission, OFCOM or a body appointed by them may accept
responsibility for the rectification cost and we would suggest that they
be contacted in these circumstances.
d).
Clients should also be aware that the high number of television and
radio programmes now available is constantly changing and these changes
are outside Blakeglow’s control. Blakeglow
cannot accept responsibility for a broadcaster changing, discontinuing or
encrypting a programme at any time.
e).
The Company is unable to accept any responsibility for the channels
broadcast. While we can advise
on the current channel listing at the time of quotation, we have no
control over the continuation of channels / programmes from a particular
satellite broadcaster.
16.
Each
condition in these conditions of trading shall be independent and
severable from the remaining conditions and enforceable accordingly. If
any provisions shall be unenforceable for any reason but would be
enforceable if part of the wording thereof were deleted, it shall apply
with such deletions as may be necessary to make it enforceable. If any
clause is held to be unenforceable in its entirety then it shall be struck
out and the remainder of these terms shall be unaffected.
17.
This Agreement is governed by
English law and the English courts or otherwise by the jurisdiction most
appropriate if the contract is performed outside England and/or the
property at which the services are performed or to which the goods are
delivered is outside England in which case it is for the parties to agree
on jurisdiction or for the court to determine jurisdiction.
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