DMS Custom Install Limited Standard Terms and Conditions
1.
Definitions
1.1 The Terms and Conditions governing the provision of media
solutions by DMS Custom Install Ltd (DMS CI Ltd) with the exclusion of
any other oral or written statement or agreement whatever is legal
character.
1.2 In this contract:
a)
”The Company” means DMS CI Ltd or its subsidiaries.
b)
“Service” means the provision of the services referred to in clause
1.1 above and further contained herein.
c)
“Charges” means the total charge charges set out in the quotation
attached hereto.
d)
“The Customer” means a company or individual for whom DMS CI
Ltd completes work or service.
e)
“Invoice” means an invoice for the total of the charges for the
relevant period including additional expense charges if applicable, but
excluding VAT.
f)
“Net Invoice Balance” means the total of the charges for the
relevant period including expense charges is applicable, but excluding
VAT.
g)
“Goods” means any and all things covered in the Quotation
attached hereto, including but not limited to, equivalent; fabricated
goods and tools.
h)
“Purchase Order” means the Customers Purchase Order, which is
governed by the terms and conditions, contained in this Agreement.
2.
Charges
The Customer agrees to pay the Company:
2.1 For all work and service work undertaken by an employee of DMS
CI Ltd as detailed in the quotation attached hereto.
2.2 No increase in the price specified in the quotation may be made
or additional charges levied without the prior written consent of the
customer.
3.
Specifications
The quantity, quality and description of the Goods shall be as
specified in the Quotation. Furthermore, the Goods shall be of
satisfactory quality and be fit for the purpose for which they supplied.
The Company shall comply with all applicable regulations or other legal
requirements concerning the manufacture, packaging and delivery of
the Goods.
4.
Delivery
4.1 The time and date for delivery of the Goods shall be as specified in
the Purchase Order unless agreed otherwise.
4.2 All Goods must be delivered to the address specified in the
Purchase Order. Any Goods incorrectly delivered shall be redelivered to
the correct address at the Company’s expense.
4.3 The Customer shall be entitled to reject any Goods delivered
which are not in accordance with the Contract, the Specifications or any
other instructions given to the Company by the Customer form time to
time. The Customer shall not be deemed to have accepted any Goods
until the Customer or the Customer’s nominated third party has had
reasonable time to inspect the Goods following the delivery or, if later,
within a reasonable time after any latent defect in the Goods has
become apparent.
4.4 Where the Goods have been rejected the Customer may purchase
the Goods elsewhere and shall charge the Company for any excess
expense in so doing.
4.5 The Company shall notify the Customer in writing immediately it
becomes aware or ought to reasonably have become aware that it will
be unable to deliver the Goods or provide the Services by the date set
out in the Purchase Order for whatever reason.
5.
Title and Risk
5.1 Title in the Goods shall pass to the Customer upon payment.
5.2 Risk of damage to or loss of the Goods shall pass to the Customer
upon delivery of the Goods in accordance with the Contract.
6.
The Rights and Powers of the Company
The Company reserves the right to:
a)
Change the rules or instructions concerning the use of any part of
the service from time to time and to notify the Customer accordingly,
such changes shall not come into effect until 30 days after notification to
the Customer.
b)
Temporarily suspend the Service to the Customer wholly or in part
in the interest of the security of quality of Service.
c)
Decline the service unless the Company is at its own discretion
satisfied that the proper security procedures have been followed and
shall not be liable in any way for refusing the Service under these
circumstances.
7.
Payment of Invoices
Subject to any other written agreement between the parties
hereto:
7.1 30% mobilisation due upon receipt of order
60% upon delivery of equipment to DMS CI Ltd premises to be invoiced
and valued at monthly stages throughout the contract. The Customer
may inspect any invoiced equipment stored offsite during this process.
10% upon completion
7.2 In the case of support agreements especially, invoices will be
delivered monthly.
7.3 The client agrees to pay the first 30% mobilisation invoice within 7
days of the date of invoice or prior to the commencement onsite,
whichever is the shorter period and all other invoices relating to this
contract within 30 days from the date of invoice.
7.4 The Company shall be entitled to charge interest on the balance of
any account remaining unpaid for a period of more than 30 days at a
rate of 2% per month.
8
Warranties
The Company warrants to the Customer that the Goods:
a)
shall be of satisfactory quality and fit for the purpose for which
the Goods have been supplied: and
b)
shall be of satisfactory appearance and finish: and
c)
shall be free from minor defects: and
d)
shall correspond with the Specification and the Purchase Order
9.
Termination
The service provided by the Company may be terminated as
follows:
9.1 By either party:
b)
immediately if either party commits a breach of this Agreement
that is capable of remedy and fails to remedy that breach within 21
business days of receipt of a written notice from the other party
requiring the breach to be remedied: or
c)
immediately if either party commits any act of bankruptcy or
compounds with his creditors or a Petition or Received Order in
bankruptcy is presented or made against them or a Petition for an
Administration Order is presented or Resolution or Petition to Wind up
the defaulting party is passed or presented (otherwise than for
reconstruction or amalgamation) or a Receiver or Administrative
Receiver is appointed: or
9.2 Immediately if the Customer (without prejudice to any other
rights or remedy of the Company):
a)
Fails to pay when due any sums payable
b)
Any waiver by the Company or any breach by the Customer of
these Terms and Conditions is limited to that particular breach. No delay
by the Company to act upon a breach shall be deemed a waiver.
10. Disputes
10.1 In the event of any dispute concerning the calculation by the
Company of its charges the Customer shall notify such dispute to the
Company within 60 days of the invoice (time being of the essence). In
the event of no such notification being received by the Company the
Customer shall accept the amount as being properly due and calculated
and shall not be entitled to dispute the sum in any way whatsoever.
10.2 Any dispute arising under the Terms and Conditions, which does
not involve a complicated issue of law, shall be referred in the first
instance to alternative dispute resolution.
11. Limitation of Liability
Other than specifically provided for in these terms and conditions,
the Company has no obligation, duty or liability in contract or tort for
breaches of statutory duty or otherwise, beyond that if a duty to
exercise reasonable skill and care. This limitation of liability does not
apply to personal injury or death.
12
Variation
The Company may from time to time amend these Terms and
Conditions and shall as soon as possible forward a copy of the same to
the Customer. The Customer shall then have 30 days from the date of
being sent such variations to decline the same and to terminate the
Service but in the absence thereof they will be bound buy such
variations and shall not thereafter be entitled to dispute the same
whether or not they apply to the rate of charge or otherwise.
13
Service of Notices
Any notice to be served on either party by the other shall be in
writing delivered or by hand or sent by prepaid post to the last known
address of the addressee. It is duty of each party to notify the other of
the appropriate address and reference. The date of delivery of such
notice shall be deemed to be the next working day after evidence of
posting.
14.
Severance
Any Terms and Conditions contained herein which in any way
contravene the law of any state or region including the law of the
European Community in which the service operates shall in such state or
regions to the extent of such contravention of law be deemed severable
and shall not invalidate any other Terms and Conditions hereof.
15. Law
This Agreement shall be subject to English Law and the parties
submit to the exclusive jurisdiction of the English Courts.