Terms and Conditions
Newburgh Networks Limited Standard Terms and Conditions
Agreement means the contract between the Customer and the Company which consists of these terms and conditions and the Quotation.
the Company/We/Us means Newburgh Networks Limited Registered in England & Wales with Company No. 9117256
the Customer/You means the Customer named on the Quotation.
Commissioned means the date at which the Equipment becomes operational and available for use by the Customer.
the Equipment means the goods and/or services and subscriptions to be supplied by the Company as specified on the Quotation or which are to be subject to an IT Support Contract and listed on the Quotation.
In Writing means either by letter sent by recorded delivery (to the Company’s offices or the Customer’s address specified on the Quotation or a change of address subsequently updated by notice In Writing); or by email (together with confirmation of delivery to the recipient’s server) sent from the Company or the Customer to the email address of the other party specified on the Quotation;
Quotation means the Quotation specifying the Equipment to be supplied by the Company to the Customer or to be subject to an IT Support Contract;
Purchase Price means the full price of the Equipment plus VAT charged at the current rate where applicable and specified on the Quotation.
Suppliers means the company or companies from which the Company purchases the Equipment to resell to the Customer.
IT Support Contract means an agreement between the Company and the Customer for the Company to provide ongoing IT support services as specified on the Quotation and as governed more particularly by clause 8 of these terms and conditions.
1 Equipment Warranty
All new Equipment supplied by the Company carries a return to manufacturer warranty of at least 12 months, unless specified otherwise on the Quotation. Unless our Agreement includes an IT Support Contract the Company will not be required to investigate any fault discovered in the Equipment after it has been Commissioned nor handle a warranty claim on behalf of the Customer or assist You to obtain replacement Equipment unless and until we have agreed In Writing the amount of payment from You to Us for providing those additional services.
2 Invoice and Payment
Unless specified otherwise on the Quotation
2.1 the Company will usually send an invoice for the full Purchase Price of the Equipment on the date (or shortly after) the Equipment is Commissioned. Payment in full of the Purchase Price will be due without set off by the 14th day following the date of the invoice.
2.2 Where a deposit to be paid by the Customer is specified on the Quotation the full amount of the deposit is due and shall be paid by the Customer immediately following acceptance of the Quotation by the Customer. You will be invoiced the full Purchase Price of the Equipment after the date the Equipment is Commissioned and the balance of the Purchase Price less the deposit paid will become due in full without set off 14 days from the date of the invoice.
2.3 Failure to pay the full Purchase Price when due, shall entitle the Company to treat the Agreement as repudiated without prejudice to its legal rights and remedies for breach of the Agreement. Any indulgence by the Company in respect of this clause shall not be deemed a waiver and this term may be enforced at any time.
3 Limitation of Liability
3.1 Nothing in this clause 3 shall limit or exclude the Company’s liability to the Customer for death, personal injury, fraud, fraudulent misrepresentation or for any other loss or damage that cannot be excluded by law.
3.2 Subject to clause 3.1 the Company shall have no liability to the Customer for:
(i) any loss of profits or anticipated profits, loss of anticipated savings, loss of business opportunity or loss of goodwill or wasted management time which the Customer may suffer, whether such losses arise directly or indirectly or are immediate or consequential and whether they arise in contract, tort or otherwise;
(ii) any loss or damage to the Customer’s data, howsoever caused.
(iii) Subject to clauses 3.2.i and 3.2.ii our total liability to You, whether in contract, tort or otherwise in connection with this Agreement, shall not exceed the total Purchase Price of the Equipment.
4 Title to Equipment
4.1 Title to and ownership of the Equipment shall remain with the Company until all monies owed by the Customer to the Company have been paid to the Company in full without deduction or set-off.
4.2 It is agreed that any payment falling due to the Company under the Agreement shall become due immediately in the event of the Customer entering into liquidation, receivership or an arrangement with creditors or any act of insolvency.
4.3 Without prejudice to its rights to take action to recover payment, if payment becomes overdue by four weeks or more the Company shall be entitled but not obliged to recover and resell the Equipment at its election for such sum if any that can reasonably be obtained for the Equipment in a sale at short notice and for such purposes the Customer agrees irrevocably to allow the Company and or its agents to enter their Customer’s premises and or upon land that the Customer occupies or controls, for the purpose of the removal of the Equipment. The Company shall exercise reasonable care in the removal of the Equipment but shall not otherwise be liable for any damage caused to the property of the Customer as a result of such removal.
5 Risk to the Equipment
5.1 The risk of loss, damage or destruction to the Equipment shall pass to the Customer (whether title has passed to the Customer or not) upon delivery to the Customer’s address specified in the Quotation. The Customer shall at all times and at its own risk and expense provide the appropriate insurance cover and maintain the environmental conditions for the Equipment recommended by the manufacturer of the Equipment and any further recommendations where given by the Company.
6 Delivery of Equipment
6.1 the Company will arrange for delivery of the Equipment to the Customer’s premises specified in the Quotation as soon as reasonably practical following its receipt from the Company’s Suppliers but the Company shall not be liable for delay in delivery to the Customer which is caused by it Suppliers or is otherwise outside of its direct control.
6.2 Every reasonable effort will be made by the Company to effect delivery by the dates shown on the Quotation but the Company will not be liable for delay in delivery of the Equipment unless an express guarantee In Writing has been given by a director of the Company that delivery will be made on or by no later than a specific time and date.
6.3 In the event of short delivery of Equipment or the receipt of damaged Equipment the Company and the carriers (if applicable) must be notified by the Customer In Writing within 3 working days of delivery to the Customer or no claim will be considered by the Company.
7 Additions & Accessories to Equipment
7.1 The Company is not liable for the failure of performance of the Equipment if additions or adaptations are made to it by the Customer or accessories used by the Customer do not conform to the Company’s or the manufacturers technical specifications or if the Equipment is used in a manner other than that recommended by the Company or the manufacturer of the Equipment.
8 IT Support Service Contract
8.1 Where the Quotation provides for the Company to provide an IT Support Contract then unless the Quotation specifies otherwise the IT Support Contract shall commence on the date specified on the Quotation and shall continue thereafter from month to month unless and until terminated by notice In Writing given under clause 8.2.
8.2 the IT Support Contract can be terminated by either the Customer or the Company giving no less than 30 days’ notice In Writing of termination to the other party.
8.3 Unless the Quotation specifies otherwise the Company will invoice the monthly fee for its labour specified on the Quotation for the IT Support Contract on or around the last day of each month and the Customer agrees to set up a standing order for the monthly sum due to be paid no later than the 7th day of each month. The Purchase Price for any new parts or components required to rectify any fault or to replace or upgrade any defective items in the Equipment shall be agreed between You and Us and an invoice raised with payment due in accordance with clause 2 of these terms and conditions.
8.4 Where the Company provides the Customer with an IT Support Contract the Customer agrees:
(i) to cooperate with the Company at all times;
(ii) to notify the Company immediately of any fault that is observed;
(ii) to provide the Company’s staff or agents with prompt and free access to the Equipment;
(iii) not to allow the Equipment to be altered, moved or interfered with in such a way that may cause fault.
(iv) to pay the Company for the cost of rectifying faults caused by the alteration, movement or interference with the Equipment;
(vi) to pay the Company reasonable charges when a third party has caused a fault in the Equipment that We proceed to rectify;
(vii) to pay the Company reasonable charges to investigate faults caused by accident, lightning, transportation, misuse, electrical spike/failure or such similar causes and to pay such further charges as are notified to the Customer by the Company for the Company to rectify faults arising from such causes;
8.5 Unless the Quotation specifies otherwise the Company will after receiving notice of a fault use its best endeavours by telephone, remote link, or by site visit to diagnose the cause of the fault and to rectify the fault or pass diagnosis to the Customer so that they may inform any 3rd party supplier who is responsible for rectifying the fault.
9 Law & Jurisdiction
9.1 The Agreement between the Company and the Customer shall be governed by the Laws of England and Wales and subject to the exclusive jurisdiction of the Courts of England & Wales.
10 Variations to Agreement
10.1 This Agreement constitutes the entire Agreement between the Company and the Customer and We and You agree that there are no other agreements or understandings between You and Us other than those set out in this Agreement. After the Customer’s acceptance of the Quotation any variation to the Agreement shall only be binding on the Company and the Company if it is recorded either in a document signed by both the Customer and a director of the Company or by an exchange of emails between the Company and the Customer.
11 Incorporation of Suppliers Terms
11.1 Where Equipment supplied by the Company to the Customer has been supplied to the Company subject to the terms and conditions of the Company’s Suppliers then those terms and conditions and any variations to those terms and conditions are incorporated into these terms and conditions. You and We agree and acknowledge that the terms and conditions of this Agreement incorporate the terms and conditions of the Company’s Suppliers including variations made to them from time to time and whether made with or without notice.
12.1 The Customer cannot assign the benefit of this Agreement without the previous written consent of the Company.
13 Dispute Resolution
13.1 Except in the case of an undisputed debt claim by the Company in respect of an unpaid invoice the Customer and the Company agree that where they are unable to settle any dispute or disputes arising out of, in connection with, or referable to the Agreement by negotiation between them they will before commencing Court Proceedings appoint Mr Brendan Salter of Salter Mediation of High Croft Wyke Axminster EX13 8TN Telephone 01305365150 or 0129732780 email: email@example.com (or if he is unavailable an alternative mediator nominated by CEDR) to conduct a mediation with a view to settling the dispute or disputes between them.