General Terms and Conditions

ancotel UK Ltd.

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Version 10.09

I. General Applicability

These General Terms and Conditions ("Terms") describe the terms on which ancotel UK Ltd, a company incorporated in England and Wales with company number 05946432 whose registered office is at 20-22 Bedford Row, London WC1R 4JS ("the Service Provider"), will supply goods and/or services to the customer.
These Terms apply to the exclusion of all terms that the customer may seek to apply, and apply to all present and future transactions for the sale and purchase of goods and/or services made between the customer and the Service Provider.
Where the customer enters into a Frame Agreement with the Service Provider, these Terms form an integral part of that Frame Agreement.

II. Formation of Contract

Whenever the customer places an order for goods and/or services, a binding contract only comes into existence when the Service Provider indicates its acceptance of the customer's order. The contract will only relate to those goods and/or services which have been specifically confirmed as accepted by the Service Provider. The Service Provider will not be obliged to supply any other goods and/or services until it has also specifically confirmed those goods and/or services.
If the customer places an order for products or services electronically, the Service Provider shall promptly confirm receipt of that order by email. Confirmation of receipt does not constitute a binding acceptance of the order. The customer's order constitutes an offer to the Service Provider to buy products or services, which the Service Provider shall be free to accept or decline at its sole discretion.
If any or all of the products and/or services are unavailable, the Service Provider will promptly advise the customer as such and return to the customer any sums paid in advance for such unavailable products and/or services.
The Service Provider will retain a copy of any contract made with the customer electronically, and send a copy to the customer by email upon request.

III. Price

Quotes issued by the Service Provider shall, unless a specific validity period is stated within them, remain valid until an order for the relevant quote is issued, or, if no order is issued, then the quote shall expire after three (3) months.
The prices for products and services as stated in the Service Provider's quote apply on the condition that the information provided to the Service Provider by the customer is accurate. The Service Provider reserves the right to amend its quote in the event that the information was inaccurate.
Subject to paragraphs (1) and (2) above, the prices for goods and services are subject to change at any time before a contract is made between the customer and the Service Provider. After that time, the price for services may only be varied in accordance with the terms of the Frame Agreement or (if none) by agreement between the customer and the Service Provider in writing.
Prices do not include value added tax, which shall be payable by the customer at the then current rate. If products are ordered for delivery outside the United Kingdom the customer will also be responsible for the payment of any import duties and taxes to which they may be subject.
Prices do not include duties, packaging, freight, postage, insurance or other shipping costs, which shall be added to the total amount due and payable by the customer at cost.

IV. Payment

The customer shall pay any invoice validly presented by the Service Provider within thirty (30) days of the date thereof without any deduction, set-off, counterclaim, discount, abatement or otherwise (unless the customer has a valid court order requiring an amount equal to such deduction to be paid by the Service Provider to the customer).
The Service Provider may invoice the customer monthly, quarterly or annually, or in instalments for each completed part of the goods and/or services provided.
Time for payment shall be of the essence.
If the Service Provider has reasonable grounds for suspecting that the customer is or will be unable to pay any invoice(s), or if the customer fails to make any payment by the due date, the Service Provider may (without prejudice to any other right or remedy it may have) at its sole discretion:
(a) withhold its performance of such parts of the contract as have yet to be performed;
(b) retain any goods not yet delivered;
(c) request a payment on account (deposit); and/or
(d) request immediate payment of all outstanding invoices, including those that are not yet due for payment.
Without prejudice to any other rights or remedies it may have, if the customer fails to make any payment by the due date the Service Provider may charge interest on the amount outstanding on a daily basis at the annual rate of four per cent (4%) above the base lending rate from time to time of HSBC Bank Plc, such interest to be calculated from the due date for payment thereof to the date of actual payment, or in the Service Provider's sole discretion claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
All payments payable to the Service Provider under the contract shall become due immediately on its termination despite any other provision.

V. Delivery

Any dates specified by the Service Provider for delivery are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
The Company may deliver the goods or services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the contract. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the customer to repudiate or cancel any other contract or instalment.
Subject to the other provisions of these Terms, the Service Provider shall not be liable for any direct, indirect or consequential loss (as defined in Clause IX, paragraph (3) below), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery or performance of goods and/or services (even if caused by the Company's negligence), nor shall any delay entitle the customer to terminate or rescind the contract unless such delay exceeds ninety (90) days.
If for any reason the customer fails to accept delivery of any of the goods and/or services when they are ready for delivery, or the Service Provider is unable to deliver the goods and/or services on time because the customer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in any goods shall pass to the customer (including for loss or damage caused by the Service Provider's negligence);
(b) the goods and/or services shall be deemed to have been delivered; and
(c) the Service Provider may store the goods until delivery, whereupon the customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
The customer shall provide at the delivery point and at its expense adequate and appropriate equipment and manual labour for loading any goods.
If the Service Provider delivers to the customer a quantity of goods of up to five percent (5%) more or less than the quantity accepted by the Service Provider, the customer shall not be entitled to object to or reject the goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata contract rate.

VI. Transfer of Risk

Goods are at the risk of the customer from the time of delivery either to the customer or to the shipping agent as the case may be. If shipping is delayed at the request of or for a reason attributable to the customer then risk shall pass to the customer on notification for readiness of shipment.

VII. Retention of Title

Title in and to goods shall not pass to the customer until the Service Provider has received in full (in cash or cleared funds) all sums due to it in respect such goods.
Until title to the goods has passed to the customer, the customer shall:
(a) hold such goods on a fiduciary basis as the Service Provider's bailee;
(b) store such goods separately from all other goods held by the customer so that they remain readily identifiable as the Service Provider's property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to such goods; and
(d) maintain the goods in satisfactory condition and keep them insured on the Service Provider's behalf for their full price against all risks to the reasonable satisfaction of the Service Provider. On request the customer shall produce the policy of insurance to the Service Provider.
The customer may resell the goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the customer's business at full market value; and
(b) any such sale shall be a sale of the Service Provider's property on the customer's own behalf and the customer shall deal as principal when making such a sale.
The Service Provider shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Service Provider.

VIII. Warranty and Notification of Defects

The customer shall examine the goods promptly upon delivery.
The customer shall notify the Service Provider of any visible defects in the goods within seven (7) days of delivery.
Where the Service Provider is not the manufacturer of the goods, the Service Provider shall endeavour to transfer to the customer the benefit of any warranty or guarantee given to the Service Provider.
The Service Provider warrants that (subject to the other provisions of these conditions) on delivery, and for a period of twelve (12) months from the date of delivery, the goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and shall conform to any stated specification.
The Company shall not be liable for a breach of the warranty in paragraph (4) above unless:
(a) the customer gives written notice of the defect to the Service Provider, and, subject to the paragraph (2) above, if the defect is as a result of damage in transit to the carrier, within seven (7) days of the time when the customer discovers or ought to have discovered the defect; and
(b) the Service Provider is given a reasonable opportunity after receiving the notice of examining such goods and the customer (if asked to do so by the Service Provider) returns such goods to the Service Provider at the Service Provider's cost for the examination to take place there.
The Service Provider shall not be liable for a breach of the warranty in paragraph (4) above if:
(a) the customer makes any further use of such goods after giving such notice;
(b) the defect arises because the customer failed to follow the Service Provider's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice;
(c) the customer failed to notify the Service Provider in accordance with paragraph (2) above; or
(d) the customer alters or repairs such goods without the written consent of the Service Provider.
Subject to paragraphs (5) and (6) above, if any of the goods do not conform with the warranty in paragraph (4) above the Service Provider shall at its option repair or replace such goods (or the defective part) or refund the price of such goods at the pro rata contract rate provided that, if the Service Provider so requests, the customer shall, at the Service Provider's expense, return the goods or the part of such goods which is defective to the Service Provider.
If the Service Provider complies with paragraph (7) above it shall have no further liability for a breach of the warranty in paragraph (4) above in respect of such goods.
Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

IX. Limitation of Liability

Nothing in these Terms shall limit the Service Provider's liability for fraud or theft by it or its employees or for death or personal injury caused by its negligence or that of its employees, agents or subcontractors as applicable.
Subject to paragraph (1) above, in respect of these Terms and all contracts entered into hereunder, the aggregate liability of the Service Provider to the customer whether arising from negligence, tort, breach of contract or other obligation or duty or otherwise shall be limited to one hundred percent (100%) of the total price actually paid by the customer to the Service Provider under these Terms.
Subject to paragraph (1) above, the Service Provider shall have no liability to the customer whatsoever for any claim to the extent that such claim is or can be characterised as a claim for (or arising from) loss of revenue or profits, wasted management time, loss of business opportunity or loss of contracts, loss of goodwill or injury to reputation, indirect, consequential or special loss or damage, anticipated savings, loss of use, or loss or corruption of data or information ("indirect or consequential loss").

X. Force Majeure

The Service Provider reserves the right to defer the date of delivery or to cancel the contract or reduce the volume of the goods or services ordered by the customer (without liability to the customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Service Provider including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of ninety (90) days, the customer shall be entitled to give notice in writing to the Service Provider to terminate the contract.

XI. Data Protection

The customer shall ensure that appropriate technical and organisational measures are taken by it against the unauthorised or unlawful processing of personal data (as defined in the Data Protection Act 1998) and against the accidental loss or destruction of, or damage to, such personal data.
The customer warrants that it has all consents necessary to enable the Service Provider, in connection with its provision of goods and/or services under these Terms, to process any personal data supplied to it by the customer.

XII. Intellectual Property

The customer hereby agrees to indemnify and hold harmless the Service Provider against all liabilities, losses, demands, damages, charges, costs, claims, expenses and interest suffered by the Service Provider in respect of any third party claim that the customer's use of the goods and/or services provided under these Terms or any part thereof infringes the intellectual property rights of any third party.

XIII. Publicity

The customer agrees that the Service Provider may refer to its business relationship with the customer in an appropriate manner in its communications with third parties.

XIV. Miscellaneous

Except for the Service Provider's group companies, no third party may enforce any provision of these Terms under the under the Contracts (Rights of Third Parties) Act 1999.
Each provision contained in each clause and sub-clause of these Terms is enforceable independently of each of the others and its validity will not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it valid.

XV. Governing Law and Jurisdiction

These Terms are governed by and will be construed in accordance with English law. Each party irrevocably submits to the exclusive jurisdiction of the English courts for all purposes relating to these Terms.