Terms & Conditions

STANDARD TERMS AND CONDITIONS

FOR SUPPLY OF GOODS AND SERVICES

OF

Aztech Multimedia

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 “Agreement” means these Terms and Conditions together with the terms of any

applicable Specification Document;

1.2 “Customer” means the organisation or person who purchases goods and services

from the Supplier;

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs,

copyright, trade marks, know-how and all other forms of intellectual property

wherever in the world enforceable;

1.4 “Specification Document” means a statement of work, quotation or other similar

document describing the goods and services to be provided by the Supplier;

1.5 “Supplier” means Aztech Multimedia, 12 Mallard Way Lower Stoke,Rochester,Kent

ME3 9ST.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and

services by the Supplier to the Customer.

2.2 Before the commencement of the services the Supplier shall submit to the Customer

a Specification Document which shall specify the goods and services to be supplied

and the price payable. The Customer shall notify the Supplier immediately if the

Customer does not agree with the contents of the Specification Document. All

Specification Documents shall be subject to these Terms and Conditions.

2.3 The Supplier shall use all reasonable endeavours to complete the services within

estimated time frames but time shall not be of the essence in the performance of any

services.

3 PRICE AND PAYMENT

3.1 The price for the supply of goods and services are as set out in the Specification

Document. The Supplier shall invoice the Customer on delivery.

3.2 Invoiced amounts shall be due and payable once the goods have been delivered. The

Supplier shall be entitled to charge interest on overdue invoices from the date when

payment becomes due from day to day until the date of payment at a rate of 1.5% per

annum above the base rate of the Bank of England. In the event that the Customer’s

procedures require that an invoice be submitted against a purchase order to

payment, the Customer shall be responsible for issuing such purchase order before

the goods and services are supplied.

3.3 The Customer may be asked to pay a 30% deposit upon the acceptance of any quotation If you do not pay the deposit to us according to the clause above, we can either withhold or terminate the provisions of the services until the Deposit is received.

The deposit is non-refundable unless we fail to provide the services and are at fault for such failur(where the failure is not our fault, no refund will be made.)

4 SPECIFICATION OF THE GOODS

All goods shall be required only to conform to the specification in the Specification

Document. For the avoidance of doubt no description, specification or illustration

contained in any product pamphlet or other sales or marketing literature of the

Supplier and no representation written or oral, correspondence or statement shall

form part of the contract.

5 DELIVERY / SERVICE

5.1 The date and time of delivery/service specified by the Supplier is an estimate only. Time for delivery

shall not be of the essence of the contract and the Supplier shall not be liable for any

loss, costs, damages, charges or expenses caused directly or indirectly by any delay

in the delivery of the goods.

5.2 All risk in the goods shall pass to the Customer upon delivery.

6 TITLE

Title in the Goods shall not pass to the Customer until the Supplier has been paid in

full for the Goods.

7 CUSTOMER`S OBLIGATIONS

7.1 To enable the Supplier to perform its obligations under this Agreement the Customer

shall:

7.1.1 co-operate with the Supplier;

7.1.2 provide the Supplier with any information reasonably required by the

Supplier;

7.1.3 obtain all necessary permissions and consents which may be required before

the commencement of the services; and

7.1.4 comply with such other requirements as may be set out in the Specification

Document or otherwise agreed between the parties.

7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred

by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.

7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the

event that the Customer unlawfully terminates or cancels the goods and services

agreed to in the Specification Document, the Customer shall be required to pay to the

Supplier as agreed damages and not as a penalty the full amount of any third party

costs to which the Supplier has committed and in respect of cancellations on less

than five working days’ written notice the full amount of the goods and services

contracted for as set out in the Specification Document, and the Customer agrees this

is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance

of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall

be deemed to be a cancellation of the goods and services and subject to the payment

of the damages set out in this Clause.

7.4 In the event that the Customer or any third party, not being a sub-contractor of the

Supplier, shall omit or commit anything which prevents or delays the Supplier from

undertaking or complying with any of its obligations under this Agreement, then the

Supplier shall notify the Customer as soon as possible and:

7.4.1 the Supplier shall have no liability in respect of any delay to the completion of

any project;

7.4.2 if applicable, the timetable for the project will be modified accordingly;

7.4.3 the Supplier shall notify the Customer at the same time if it intends to make

any claim for additional costs.

8 ALTERATIONS TO THE SPECIFICATION DOCUMENT

8.1 The parties may at any time mutually agree upon and execute new Specification

Documents. Any alterations in the scope of goods and/or services to be provided

under this Agreement shall be set out in the Specification Document, which shall

reflect the changed goods and/or services and price and any other terms agreed

between the parties.

8.2 The Customer may at any time request alterations to the Specification Document by

notice in writing to the Supplier. On receipt of the request for alterations the Supplier

shall, within 5 working days or such other period as may be agreed between the

parties, advise the Customer by notice in writing of the effect of such alterations, if

any, on the price and any other terms already agreed between the parties.

8.3 Where the Supplier gives written notice to the Customer agreeing to perform any

alterations on terms different to those already agreed between the parties, the

Customer shall, within 5 working days of receipt of such notice or such other period

as may be agreed between the parties, advise the Supplier by notice in writing

whether or not it wishes the alterations to proceed.

8.4 Where the Supplier gives written notice to the Customer agreeing to perform

alterations on terms different to those already agreed between the parties, and the

Customer confirms in writing that it wishes the alterations to proceed on those terms,

the Specification Document shall be amended to reflect such alterations and

thereafter the Supplier shall perform this Agreement upon the basis of such amended

terms.

9 WARRANTY

9.1 The Supplier warrants that as from the date of delivery for a period of 12 months the

goods and all their component parts, where applicable, are free from any defects in

design, workmanship, construction or materials. Any additional warranties described

in the specification document are manufacturers warranty only.

9.2 The Supplier warrants that the services performed under this Agreement shall be

performed using reasonable skill and care, and of a quality conforming to generally

accepted industry standards and practices.

9.3 Except as expressly stated in this Agreement, all warranties whether express or

implied, by operation of law or otherwise, are hereby excluded in relation to the goods

and services to be provided by the Supplier.

10 INDEMNIFICATION

The Customer shall indemnify the Supplier against all claims, costs and expenses

which the Supplier may incur and which arise, directly or indirectly, from the

Customer’s breach of any of its obligations under this Agreement, including any

claims brought against the Supplier alleging that any goods and/or services provided

by the Supplier in accordance with the Specification Document infringes a patent,

copyright or trade secret or other similar right of a third party.

11 LIMITATION OF LIABILITY

11.1 Except in respect of death or personal injury due to negligence for which no limit

applies, the entire liability of the Supplier to the Customer in respect of any claim

whatsoever or breach of this Agreement, whether or not arising out of negligence,

shall be limited to the price paid by the Customer to which the claim relates.

11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss

of opportunity or loss of profits or for any other indirect or consequential loss or

damage whatsoever. This shall apply even where such a loss was reasonably

foreseeable or the Supplier had been made aware of the possibility of the Customer

incurring such a loss.

11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for

death or personal injury resulting from the Supplier’s negligence or that of its

employees, agents or sub-contractors.

12 TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

12.1 the other party commits a material breach of this Agreement and, in the case of a

breach capable of being remedied, fails to remedy it within 30 calendar days of being

given written notice from the other party to do so;

12.2 the other party commits a material breach of this Agreement which cannot be

remedied under any circumstances;

12.3 the other party passes a resolution for winding up (other than for the purpose of

solvent amalgamation or reconstruction), or a court of competent jurisdiction makes

an order to that effect;

12.4 the other party ceases to carry on its business or substantially the whole of its

business; or

12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes

to make any arrangement or composition with its creditors; or a liquidator, receiver,

administrative receiver, manager, trustee or similar officer is appointed over any of its

assets.

13 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the

performance of this Agreement shall, so far as not already vested, become the

absolute property of the Supplier, and the Customer shall do all that is reasonably

necessary to ensure that such rights vest in the Supplier by the execution of

appropriate instruments or the making of agreements with third parties.

14 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if

the delay or failure results from events or circumstances outside its reasonable

control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire,

the act or omission of government, highway authorities or any telecommunications

carrier, operator or administration or other competent authority, or the delay or failure

in manufacture, production, or supply by third parties of equipment or services, and

the party shall be entitled to a reasonable extension of its obligations after notifying

the other party of the nature and extent of such events.

15 INDEPENDENT CONTRACTORS

The Supplier and the Customer are contractors independent of each other, and

neither has the authority to bind the other to any third party or act in any way as the

representative of the other, unless otherwise expressly agreed to in writing by both

parties. The Supplier may, in addition to its own employees, engage sub-contractors

to provide all or part of the services being provided to the Customer and such

engagement shall not relieve the Supplier of its obligations under this Agreement or

any applicable Specification Document.

16 ASSIGNMENT

The Customer shall not be entitled to assign its rights or obligations or delegate its

duties under this Agreement without the prior written consent of the Supplier.

17 SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any

reason by any Court of competent jurisdiction such provision shall be severed and the

remainder of the provisions herein shall continue in full force and effect as if this

Agreement had been agreed with the invalid illegal or unenforceable provision

eliminated.

18 WAIVER

The failure by either party to enforce at any time or for any period any one or more of

the Terms and Conditions herein shall not be a waiver of them or of the right at any

time subsequently to enforce all Terms and Conditions of this Agreement.

19 NOTICES

Any notice to be given by either party to the other may be served by email, fax,

personal service or by post to the address of the other party given in the Specification

Document or such other address as such party may from time to time have

communicated to the other in writing, and if sent by email shall unless the contrary is

proved be deemed to be received on the day it was sent, if sent by fax shall be

deemed to be served on receipt of an error free transmission report, if given by letter

shall be deemed to have been served at the time at which the letter was delivered

personally or if sent by post shall be deemed to have been delivered in the ordinary

course of post.

20 ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the

subject matter and supersedes any previous agreements, arrangements,

undertakings or proposals, oral or written. Unless expressly provided elsewhere in

this Agreement, this Agreement may be varied only by a document signed by both

parties.

21 NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

22  Property Damages

It is the customer’s duty to ensure suitable permission from the owner/landlord/agent/organisation, and/or planning permission if necessary is obtained prior to any installation work being carried out by the company. The company will not be held responsible for any damage to the property (such as fixings, holes etc) if this has not been obtained and in the event of equipment supplied or installed requiring removing or repositioning extra charges will be incurred.

By instructing the company to proceed with any works as agreed, it is thought by the company the customer has sought the necessary permission as set out above.

In the unlikely event of property damage potentially caused the customer must notify Aztech Multimedia Ltd within 14 days from the date of installation and or invoice. Reasonable opportunity must be provided by the customer to the company to inspect the alleged property damage prior to repairs being carried out.

In the unlikely event of a complaint being made against the company, the customer must put their complaint in writing to complaints@aztechmultimedia.co.uk upon receipt of the complaint, the company will endeavour to resolve the matter within 14 days.

23 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of

England OR Scotland and the parties hereby submit to the exclusive jurisdiction of

the English OR Scottish courts.


 

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