1. Definitions

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The following definitions and rules of interpretation apply in these Conditions.

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• “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business; “Conditions” means these terms and conditions as amended from time to time in accordance with clause 14.10;

• “Contract” means the contract between the Supplier and the Customer for the supply of  Goods and/or Services in accordance with these Conditions;

• “Customer” means the person or organisation who purchases the Goods and/or Services from the Supplier;

• “Deliverables” means the deliverables (if any) set out in the Quotation;

• “Goods” means the goods (if any) set out in the Quotation;

• “Goods Specification” means any specification for the Goods contained or otherwise expressly referred to in the Quotation;

• “Quotation” means the Supplier’s quotation  for the supply of Goods and/or Services in accordance with these Conditions;

• “Services” means the services (if any), including the Deliverables, to be supplied by the Supplier to the Customer as set out in the Service Specification;

• “Service Specification” means the description or specification for the Services contained or otherwise expressly referred to in the Quotation; “Supplier” means AccessTec Limited registered in England and Wales with company number 01761967;

• “Supplier Materials” has the meaning given in clause 7.1.8.

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2 Interpretation

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1. A reference to a statute is a reference to it as amended or re-enacted and includes all its subordinate legislation.

2. Any words following the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the preceding words.

3. A reference to writing or written includes fax and email.

4. Where there is any conflict between these Conditions and the Quotation, the Quotation shall take precedence.

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3 Basis of contract

 

1. The Quotation constitutes an offer by the Supplier to supply Goods and/or Services in accordance with these Conditions.

2. The Quotation shall be deemed accepted and the Contract shall come into existence when the Customer provides a written purchase  order  to the Supplier signifying its acceptance of the Quotation.

3. Subject to clause 1.5, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to  impose  or incorporate, or which are implied by  trade, custom, practice or course ofdealing.

4. Unless otherwise specified in the Quotation, the Quotation shall be valid and capable of acceptance only for 60 days from its issue.

   1. All of these Conditions shall apply to the supply of both Goods and Services except  where application to one or the other is specified.

 

4 Delivery of Goods

 

1. The Customer shall collect the Goods from the location set out in the Quotation or as otherwise agreed by the parties  (“Delivery  Location”) within three Business Days of the Supplier notifying the Customer that the Goods are ready.

2. Delivery of the Goods shall be ex-works.

3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the  essence. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be  liable for any delay or failure to deliver the Goods caused by the Customer’s failure to provide adequate delivery instructions or any other instructions relevant to the supply of the Goods.

4. If the Customer fails to take delivery of the Goods within three Business Days of being notified they

 

are ready, then except where such failure is caused by the Supplier’s failure to comply with its obligations under the Contract:

1. delivery of the Goods shall be deemed completed at 9.00 am on the third  Business Day following the day the Supplier notified the Customer that they were ready; and

   1. the Supplier shall store the Goods until delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).

2. If ten Business Days after the  Supplier  notified the Customer that the Goods were ready for delivery the Customer has not accepted  delivery of them, the Supplier may resell or otherwise dispose of them.

 

5 Quality of Goods

 

1. The Supplier warrants that on delivery the Goods shall:

2. conform in all material respects with the Goods Specification; and

   1. be free from material defects in design, material and workmanship.

3. Subject to clause 4.3, the Supplier shall, at its option, repair or replace or refund in full the price of the defective Goods if:

   1. the Customer gives notice in writing within 12 months of delivery that the Goods do not comply with the warranty set out in clause 4.1, or within 3 months in the case of sensors;

4. the Supplier is given a reasonable opportunity to examine such Goods; and

   1. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost.

5. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 4.1 if:

   1. the defect arises from the Customer failing to follow any instructions provided by the Supplier including formal training  or making any alterations or repairs without the Supplier’s written consent;

   2. the defect arises from the Supplier following any drawing, design or Goods Specification supplied by the Customer; or

      1. the Goods differ from the Goods Specification because of changes made  by the Supplier to ensure they comply with applicable statutory or regulatory standards.

   3. The Supplier’s liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1 are limited to the remedies set forth in clause 4.

   4. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

 

6 Title and risk

 

1. Risk in the Goods shall pass to the Customer on completion of delivery.

2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods.

   1. Until title has passed to the Customer, the Customer shall:

   2. store the Goods separately from all other goods so that they remain readily identifiable as the Supplier’s property;

      1. not remove, deface or obscure any identifying mark or packaging on the Goods;

   3. maintain the Goods in satisfactory condition and keep them  insured against all risks on the Supplier’s behalf from the date of delivery;

   4. notify the Supplier immediately  if Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4; and

   5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.

   6. If before title passes the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:

      1. require the Customer to deliver to Supplier all such Goods in its possession that have not been resold, or irrevocably incorporated into another product; and if

 

the Customer fails to do so  promptly,  enter any premises of the Customer or  any third party where the Goods  are stored in order to recover them.

 

7 Supply of Services

 

1. The Supplier shall supply the Services in accordance with the Service Specification in all material respects.

2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Quotation, but such dates are estimates only and time shall not be of the essence.

   1. The Supplier warrants that the Services will be provided using reasonable care and skill.

 

8 Customer’s obligations

 

1. The Customer shall:

   1. ensure that any information it  contributes to the Service Specification and/or the Goods Specification is complete and accurate;

   2. co-operate with the Supplier in all matters relating to the Services;

   3. provide the Supplier’s personnel with access to the Customer’s premises and facilities as reasonably required to provide the Services;

   4. provide the Supplier with such information and materials as the Supplier reasonably requires to provide the Services, and ensure that such information is complete and accurate in all material respects;

   5. prepare the Customer’s premises for the supply of the Services;

   6. obtain and maintain all necessary  licences, permissions and consents required for the Services before the date on which the Services are to start;

   7. comply with all applicable laws, including health and safety laws; and

   8. keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk and not use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer (“Customer Default”):

   1. without limiting or affecting any other right or remedy available to it, the Supplier may suspend the Services and rely on the Customer Default to relieve it from its obligations to the extent the Customer Default prevents or delays its performance of those obligations;

   2. the Supplier shall not be liable for any costs or losses incurred by the Customer arising from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 7.2; and

   3. the Customer shall reimburse the Supplier on written demand for any costs or losses incurred by the Supplier arising from the Customer Default.

 

9 Specifications

 

1. The Supplier reserves the right to amend the Goods Specification or the Service Specification if required by any applicable statutory or regulatory requirement or, in the case of the Service Specification, if the amendment will not materially affect the Services’ nature or quality.  The  Supplier shall notify the Customer in any such event.

 

10 Charges and payment

 

1. The charges for the Goods and/or Services shall be as set out in the Quotation, which unless otherwise stated shall be exclusive of all  costs and charges of packaging, insurance, and transport of the Goods.

2. In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer monthly in arrears.

3. The Customer shall pay each invoice within 30 days of the date of the invoice. Any failure to do

 

so shall constitute a material breach incapable of remedy for the purposes of clause 12.1.1.

1. All amounts payable by the Customer under the Contract are exclusive of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract, the Customer shall, on receipt of a valid VAT invoice, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply at the same time as payment is due for the Services or Goods.

   1. If the Customer fails to make a payment  by  its due date, then, without limiting the Supplier’s remedies under clause 12, the Supplier has the right to charge the Customer interest on the overdue sum from the due date until payment accruing on a daily basis at 4% a year above the Bank of England’s base rate from time to time.

   2. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).

 

11 Intellectual property rights

 

1. All intellectual property rights  in or arising out of  or in connection with the Services (other than those in any materials provided by the Customer) shall be owned by the Supplier.

2. The Supplier grants, or shall procure the grant of, to the Customer a non-exclusive and non- transferable licence to use and copy the Deliverables (excluding materials provided by the Customer) for the purpose of using the Services and the Deliverables in its business.

   1. The Customer grants the Supplier a non-  exclusive and royalty-free licence to copy and modify any materials provided by  the  Customer as necessary for the purpose of providing the Services to the Customer.

 

12 Limitation of liability

 

1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

2. death or personal injury caused by negligence;

3. fraud or fraudulent misrepresentation; and

4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.

   1. Subject to clause 11.1, the Supplier’s total liability to the Customer shall  not exceed the  total value of the charges set out in the Quotation. The Supplier’s total liability includes  liability  in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

   2. Subject to clauses 11.1 and 11.2, the Supplier’s liability in respect of particular aspects of the Goods or Services shall be further limited by any additional limitation of liability referred to in the Quotation.

   3. Subject to clause 11.1, neither party shall be  liable to the other for any:

5. loss of profits, sales, business, anticipated savings, agreements or contracts, loss or corruption of data or information, or loss of or damage to goodwill; or

6. indirect or consequential loss.

   1. The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clauses 4 and 6. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

   2. This clause 11 shall survive termination of the Contract.

 

13 Termination

 

1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by written notice if:

2. the other party commits a material breach of its obligations under the Contract and, where that breach is remediable, fails to remedy it within 30 days of receipt of that notice;

3. the other party takes any step or action in connection with  its  entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to  a solvent restructuring), being wound up

 

(whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or in connection with any analogous procedure in another jurisdiction;

1. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

2. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other  party’s capability to adequately fulfil its obligations under the Contract has been placed injeopardy.

3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment or the Customer becomes subject to any of the events listed in clauses 12.1.2 to 12.1.4.

 

14 Consequences of termination

 

1. On termination of the Contract:

2. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods and/or  Services  supplied but not yet invoiced, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

   1. the Customer shall return all of the  Supplier Materials and, except where invoiced and paid for in accordance with clause 13.1.1, any Deliverables or Goods that have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

3. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the  parties that have accrued up to  the date of termination or expiry.

4. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full  force and effect.

 

15 General

 

1. Force Majeure. Neither party shall be in breach  of the Contract nor liable for delay  in performing or failure to perform any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

2. Assignment and other dealings. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

3. Severance. If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. No such modification or deletion shall affect the validity  and enforceability of the rest of the Contract unless such modification or deletion has  the  effect of frustrating the purpose of this Contract or preventing either party from receiving the benefits for which it bargained.

4. Waiver. No failure or delay by a party to exercise any right or remedy provided under the  Contract or by law shall constitute its waiver of that or any other right or remedy, nor shall it prevent or  restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between

 

the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

1. Confidentiality. If either party receives any information from the other party that a reasonable business person would consider confidential, the receiving party shall keep that information confidential, only use it for the purpose of the Contract and only disclose it to third  parties  where strictly necessary for that purpose (and on condition the recipients comply with this clause 14.6) or where required by law.

2. Data protection. Each party shall only process or otherwise use any personal data it obtains or receives in carrying out its obligations under the Contract in accordance with the the Data Protection Act 1998 before, or General Data Protection Regulation (EU) 2016/679 after,  25 May 2018.

3. Entire agreement.

4. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties,                representations                 and understandings between them, whether written or oral, relating to its  subject matter.

5. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on  any  statement in the Contract.

   1. Third parties rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

   2. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties.

   3. Governing law and Jurisdiction. The Contract and any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with it or its subject matter or  formation shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably agree that the courts  of England and Wales shall have non-exclusive jurisdiction to settle any such dispute or claim.