Definitions + Interpretation
In these Terms of Supply all references to:
“the Company” are to Sonic Communications (International) Limited
“the Customer” are to the Person, Firm or Company whom a Quotation is issued by the Company
“Goods” are to goods which are the subject of a Quotation
“Services” are to services which are subject of a Quotation
“Installation” are to the installation of Goods in accordance with a Quotation
“Supply” are to the supply of Goods and or Services and/or Installation
“Quotation” are to a binding written Quotation for Supply made by the Company in accordance with Term 2
“Price” are to the prices shown in a Quotation with the addition of any sums payable provided herein;
Quotation + Acceptance
Unless the Company agrees to the contrary in writing, no Quotation shall be binding on the Company unless and until accepted by the Customer within the period and in the manner required therein.
Any accepted Quotation may not be subsequently cancelled or varied by the Customer without the written agreement of the Company.
Complete Agreement
These Terms (together with the Quotation in question) shall represent the complete agreement of the Company and the Customer with regard to the Supply and shall override any differing terms and/or conditions which may appear or be referred to by the Customer in any correspondence or other documentation. These Terms shall, unless the Company agrees to the contrary in writing, govern all Supplies of the Company.
No change may be made to these Terms or any Quotation except with the written consent of the Company. The right of the Company to correct clerical errors in the Terms and/or any Quotation is reserved.
Specifications
Where the company makes a Supply which is not to its standard specification: –
In preparing and submitting the Quotation and from time to time, designs and/or drawings for approval by the Customer, the Company relies upon the Customer supplying all necessary relevant and accurate particulars and information. Any errors or omissions contained in such particulars and information supplied at any time resulting in any loss or damage to the Customer shall be the Customer’s sole responsibility.
The Customer warrants that no Supply based upon such particulars and information shall infringe and copyright, patent, registered design or other intellectual property rights of any third part, or contravene the provision of any statue, statutory instrument or regulation: and
The Customer shall indemnify the Company from and against all actions, claims, liabilities, costs and expenses incurred by the Company as a result of any such infringement or contravention or any such errors or omissions contained in such particulars and information.
Prices
The Company may by written notice given to the Customer vary the price if:
Any alteration in the Supply is made with the agreement of or at the request of the customer; or
There is any suspension of or hinderance to the Supply, or the Company is required to store Goods available for delivery as a result of the Customer’s instructions or failure to give instructions or to take or accept delivery.
The Customer shall not be entitled to make any deduction from the Price in respect of any alleged right of set-off or counter-claim.
Unless the Quotation states to the contrary, the price shown in the Quotation is exclusive of the costs of packaging, freight, insurance, delivery charges, Value Added Tax and all applicable taxes, duties, tariffs and as such charges of any nature whatsoever imposed in any country or territory whether directly or indirectly, in respect of the Supply or payment therefor.
Payment Terms
Except as otherwise provided in the Quotation, the price shall be due in full in pounds sterling within 30 days of the date of the Company’s invoice, which may be issued at any time after the completion of the Supply or earlier if the Company is ready to make or continue the Supply but is unable to do so due to the instructions of the Customer or lack thereof.
Time of payment of the Price shall be of the essence and in the event of any payment being overdue, the Company shall be entitled to charge interest on the amount remaining overdue from time to time at the rate of four per cent above the base rate of Barclays Bank Plc, from the date when payment becomes due (whether demanded or not) until the overdue amounts are paid. The Company reserves the right to suspend further Supply and/or to cancel any allowance of further credit in the event of any payments not being made when due, or if the Company in it’s sole discretion at any time considers the financial condition of the Customer has ceased to justify any such terms being permitted.
The Customer shall not be entitled to withhold payment of the Price or any part thereof on grounds that there are minor defects or omissions in the Supply.
Delivery + Risk
Any periods or dates stated in the Quotation for delivery or installation of the Goods and/or for the performance of Services are the Company’s best estimates but are not contractual statements. Should the Company’s estimates prove inaccurate it shall use reasonable endeavours to notify the Customer of the re-scheduled periods or dates for Supply at the earliest reasonable opportunity.
The Customer is advised to inspect the Goods upon their delivery and notify the Company immediately of any damage or shortage thereto. Unless such damage or shortage is notified to the Company within 14 days of delivery, the Company cannot accept liability therefore.
Passing of Property
No title to the Goods shall pass, or licence pursuant to Term 15 be granted, to the Customer until the Customer has paid the price in full to the Company. Until title has passed, the Company will be entitled to repossess the Foods (or such part thereof as the Company may determine) from any premises where they may be. For the purpose of repossessing the Goods (or any part thereof), the Customer, shall permit the Company, its employees or agents to enter upon such premises and the Customer shall pay to the Company the cost of removal and transport of the Goods (or part thereof). Nothing in this Term shall confer any right on the Customer to return any Goods, or to refuse to delay payment of the Price or shall affect the passing of risk as provided in Term Delivery + Risk.
Acceptance of Statutory Liability
The Company does not seek to exclude or restrict any legal liability it may have for death or personal injury resulting from the negligence of the Company, its employees, agents or sub-contractors.
The Company does not exclude or restrict any of it’s legal obligations arising under Section 12 of The Sale of Goods Act 1979 and Section 2 or The Supply of Goods and Services Act 1982.
Warranty
Subject to paragraph (b) of this term, the company warrants:
The goods against defects in design, materials and workmanship which become apparent within 12 months of the date of delivery to the Customer.
That it will perform the Services with reasonable care and skill. This Warranty shall not apply to any deficiency in such performance unless it becomes apparent within 12 months of the date of performance by the Company.
To the extent that the Supply comprises repair, modification, servicing or calibration, the Company warrants the same in the terms set out in paragraphs a) i) and ii) of this Term save that the period of that warranty shall be 3 months.
The periods referred to in paragraphs a) and b) of this Term shall each respectively be hereinafter referred to as “The Warranty Period”.
The Company’s obligations under this Warranty are limited:
In the case of Goods: to repairing or at its option supplying on an exchange basis replacements of any defective Goods or part or parts thereof and making good any defect or defects in Goods which may develop under normal and proper use within the Warranty Period:
In the case of Services: to the re-performance of the Services or part or parts thereof shown to be deficient hereunder within the Warranty Period.
In the event of the Customer becoming aware of a defect in the Goods and/or a deficiency in the Services during the Warranty Period, the Customer shall promptly supply the Company with written particulars of such defect and/or deficiency and use its best endeavours to provide to the Company all information and particular required and all access and other reasonable facilities necessary to enable the Company to ascertain and verify the nature and cause of the defect and/or deficiency claimed and to carry out its Warranty obligations hereunder.
The above Warranty shall not apply to any defect in the Goods or deficiency in the Services where such a defect or deficiency is caused in whole (or in part) by any alteration or addition to the Goods (other than by the Company) or by use or storage of the Goods in a manner reasonably consider by the Company to be improper, or for the purposes for which the Goods were not designed, or by faulty installation, maintenance, or repair by the Customer or any third party at the Customer’s request.
For the avoidance of doubt, the Company shall be under no liability whatsoever to repair, replace or make good any loss, damage or defect which results from wear and tear, accident, neglect, misuse or events referred to in Force Majeure.
When any defective Goods are repaired or replaced or any deficient Services are re-performed, these Terms shall apply to the repair/replacement Goods and/or re-performed services for the unexpired balance of the Warranty Period.
The above Warranty does not apply to any Goods and/or Services where it is impracticable or unsafe for the Company to comply with the same.
All liability under the above Warranty ceases at the expiration of the Warranty Period.
Limitation of Liability
Subject as aforesaid, the Customer shall be entitled to the benefit of the aforementioned Warranty which is given in lieu of and replaces, excludes and extinguishes all and every condition or warranty whatsoever whether expressed or implied by Statue, Common Law, trade usage, custom or otherwise.
Notwithstanding the exclusion of any warranty as to fitness for purpose contained in these Terms, as a separate Term the Customer agrees that in circumstances where the Company relies on the skill of the Customer to judge whether the Goods and/or Services are fit for purpose for which they are being purchased or provided, the Company shall accept no liability whatsoever with regard to that judgement or any matter arising from that judgment and accordingly it shall be the responsibility of the Customer to determine the suitability of the Goods and of any Services for their intended purpose and their compliance with applicable laws, regulations, codes and standards and the Customer assumes all risk pertaining thereto.
The Company shall not be liable in respect of any loss or damage of whatsoever kind or howsoever caused, whether by reason of the negligence of the Company or otherwise, to premises or other physical property. In the event of legal liability being established the Company shall not be liable to pay damages arising from the aforesaid loss or damage.
The Company shall in no circumstances be liable for economic or other consequential or in direct loss or damage of the Customer and in the event of legal liability being established the Company shall not be liable to pay damages arising from the aforementioned loss.
In the event of any legal liability being established against the Company in respect of the Supply, then the Customer’s sole rights of redress against the Company shall be limited to a claim or claims for damages the total amount of which shall in no circumstances exceed the amount received by the Company for the Supply.
The Company and the Customer agree that the limitations and exclusions of liability contained herein are, by reference to the Supply, reasonable and in this connection the Customer’s attention is drawn particularly to Insurance.
Insurance
The price has been calculated and agreed on the basis that the Company limits its liability and the Company recommends that the Customer arranges such insurance cover as the Customer may require in relation to the Supply and matters related thereto, such as to include, without limitation, cover for:
Damage to premises and other physical property of any kind.
Economic and other consequential or indirect loss or damage.
Indemnity – Third Party Claims
The Customer agrees to indemnify the Company against any loss, damage, costs, claims or expenses incurred by the Company in respect of any liability established against the Customer by a third part arising out of or in connection with the Supply.
Force Majeure
The Company cannot accept any liability incurred in relation to the Supply wherever and to the extent to which the fulfilment of the Company’s obligations is prevented, frustrated, impeded and/or delayed as a consequence of any occurrence whatsoever beyond its reasonable control.
The Company undertakes however to make every reasonable endeavour within its power to overcome any difficulties so occasional but reserves the right to cancel, suspend or vary its obligations in these circumstances.
Intellectual Property + Confidentiality
Save as otherwise provided in the Quotation and subject to Passing of Property, where the supply comprises in whole or in part computer software to the extent that the copyright therein is vested in the Company, the Company grants to the Customer a worldwide perpetual royalty free non-exclusive licence in that copyright to use such (computer software) solely for the purpose specified in the Quotation and as part of the Goods and/or Services supplied.
The Company shall not be liable or held responsible for any damages, costs, charges, or expenses awarded against or any liabilities incurred by the Customer and arising out of any infringement or alleged infringement of any copyright, patents, registered designs, trademarks or other right belonging to third parties.
Unless the Company agrees to the contrary in writing, both the Company and the Customer shall treat all procedures, instructions, drawings, documents and other information of any kind whatsoever disclosed to it by the other as strictly confidential save to the extent that any such information is available in the public domain or becomes so other than due to a breach hereof or is already known to the receiving party prior to such disclosure.
Health + Safety
The Customer agrees to pay due regard to any information or advice relating to the use of Goods and/or Services which the Company at any time furnish to it. The Customer is particularly advised to read all instruction manuals and other material supplied with or in connection with Goods and/or Services.
Assignment (and Delegation)
The Customer shall not assign or otherwise transfer all or any of its rights, interests or obligations relating to the Supply without prior written consent of the Company.
The Company may at its discretion perform its obligations in relation to the Supply through the provision of goods and or services by third party sub-contractors.
Waiver
The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver of any breach shall operate as a waiver of any subsequent breach.
English Law and Jurisdiction
The formation and construction of these Terms and the performance of the Supply shall be governed in all respects by English Law.
Headings
The headings do not form part of these Terms and shall not affect the interpretation thereof.
General
If any Term herein or part thereof is held to be invalid for any reason by any Court or competent authority, it is to that extent to be deemed removed from these Terms without prejudice to the validity or other effectiveness of the remaining terms.
SONIC TERMS + CONDITIONS – APRIL 2022
