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TERMS & CONDITIONS OF SUPPLY OF GOODS AND SERVICES BY GO2 TELECOM LIMITED

The customer’s attention is drawn in particular to the provisions of clause 12

 

  1. Definitions and interpretation

 

                  1.1            Definitions

 

In these Conditions the following definitions apply

 

1.1.1        “Business Day” means a day (other than a Saturday Sunday or public holiday) when banks in London are open for business

 

1.1.2        “Conditions” means the terms and conditions set out in this document (as amended from time to time in accordance with clause 19)

 

1.1.3        “Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Goods and/or Services in accordance with these Conditions

 

1.1.4        “Customer” means the person or firm who purchases the Goods and/or Services from the Supplier

 

1.1.5        “Customer Default” means

 

1.1.5.1       any act or omission by the Customer or

 

1.1.5.2       any failure by the Customer to perform any relevant obligation

 

1.1.6        “Deliverables” means the deliverables set out in the Order

 

1.1.7        “Delivery Location” means

 

1.1.7.1        the location for delivery of the Goods as set out in the Order or

 

1.1.7.2        such other location for delivery of the Goods as the Parties may agree at any time after the Supplier notifies the Customer that the Goods are ready

 

1.1.8        “Goods” means the goods (or any part of them) set out in the Order

 

1.1.9        “Goods Specification” means any specification for the Goods (including any related plans and drawings) agreed in writing by the Customer and the Supplier

 

1.1.10     “Intellectual Property Rights” means

 

1.1.10.1     patents rights to inventions copyright and related rights

 

1.1.10.2     trade marks business names and domain names

 

1.1.10.3     rights in get-up goodwill and the right to sue for passing off

 

1.1.10.4     rights in designs database rights rights to use and to protect the confidentiality of confidential information (including know-how) and

 

1.1.10.5     all other intellectual property rights

 

in each case whether registered or unregistered and in each case including all applications for and all rights to apply for (and to be granted) such rights all renewals or extensions of such rights and all rights to claim priority from such rights and in each case including all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

 

1.1.11     “Order” means the Customer’s order for the Goods and/or Services as set out in the Customer’s purchase order form or in the Customer’s written acceptance of the Supplier’s quotation

 

1.1.12     “Parties” means parties to the Contract and “Party” means either of them

 

1.1.13     “Services” means the services supplied by the Supplier to the Customer as set out in the Service Specification including the Deliverables and the products of such services

 

1.1.14     “Service Specification” means any specification for the  Services agreed in writing by the Customer and the Supplier

 

1.1.15     “Supplier” means go2 Telecom Limited a company registered in England and Wales under company number 04811905 whose registered office is at Lowton Business Park, Newton Road, St Mary’s Lowton, Warrington, WA3 6AP

 

1.1.16     “Supplier Materials” means all materials equipment documents and other property of the Supplier at the Customer’s premises

 

1.1.17      “VAT” means value added tax

 

 

 

1.2            Interpretation

 

In these Conditions the following rules apply

 

1.2.1        A “person“ includes a natural person or a corporate or unincorporated body (whether or not having separate legal personality)

 

1.2.2        A reference to a party includes its personal representatives successors or permitted assigns

 

1.2.3        A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and a reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted

 

1.2.4        The words “including” “include” “includes” and “in particular“ or any similar expression shall be construed as if followed by the words “without limitation

 

1.2.5        The words “pay” “paid” and “payable“ or any similar expression shall be construed as if followed by the words “in cleared funds

 

1.2.6        A reference to “writing“ or “written“ includes faxes and e-mails

 

  1. Basis of Contract

 

2.1            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 of dealing

 

2.2            The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions

 

2.3            The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate

 

2.4            The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order at which point the Contract shall come into existence

 

2.5            The Contract constitutes the entire agreement between the Parties

 

2.6            The Customer acknowledges that it has not relied on any statement promise representation assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract

 

2.7            Any samples drawings descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s website catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Services described in them and shall not form part of the Contract or have any contractual force

 

2.8            A quotation for the Goods and/or Services given by the Supplier shall not constitute an offer

 

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

 

  1. Goods

 

3.1            The Goods are described in the Supplier’s website catalogues or brochures and/or the Goods Specification

 

3.2            The Customer shall indemnify the Supplier against all liabilities costs expenses damages and losses (including any direct indirect or consequential losses loss of profit loss of reputation and all interest penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made (whether during the course of the Contract or after its termination) against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification

 

3.3            The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements

 

  1. Delivery of Goods

 

4.1            The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order and the type and quantity of the Goods

 

4.2            If the Supplier requires the Customer to return any packaging materials to the Supplier the Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request provided that returns of packaging materials shall be at the Supplier’s expense

 

4.3            The Supplier shall deliver the Goods to the Delivery Location

 

4.4            Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location

 

4.5            Any dates quoted for delivery are approximate only and the time of delivery is not of the essence

 

4.6            The Supplier shall not be liable for any delay in delivery of the Goods or failure to deliver them caused by an Event Outside the Parties’ Control (as defined in clause 13) or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods

 

4.7            If the Supplier fails to deliver the Goods any liability of the Supplier 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

 

4.8            If the Customer fails to accept delivery of the Goods then except where such failure or delay is caused by an Event Outside the Parties’ Control or the Supplier’s failure to comply with its obligations under the Contract then the Supplier shall be entitled

 

4.8.1        to store the Goods until delivery takes place and the Customer shall be liable to pay the Supplier’s charges for all related costs and expenses (including insurance and storage costs whether those of the Supplier or of a third party) and/or

 

4.8.2        to charge the Customer a fee of £12 plus VAT for each further attempt at delivery and/or

 

4.8.3        to resell or otherwise dispose of part or all of the Goods and the Customer shall be liable to pay the Supplier’s charges

 

4.8.3.1       for any shortfall below the price of the Goods and

 

4.8.3.2       for the Supplier’s costs of resale

 

4.9            The Customer shall not be entitled to reject the Goods if the Supplier delivers more or less than the quantity of Goods ordered but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered

 

4.10         The Supplier may deliver the Goods by instalments which shall be invoiced and paid for separately and each instalment shall constitute a separate Contract and any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment

 

 

 

  1. Quality of Goods

 

5.1            The Supplier warrants that on delivery the Goods shall

 

5.1.1        conform in all material respects with their description and the Goods Specification

 

5.1.2        be free from material defects in design material and workmanship and

 

5.1.3        be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)

 

5.2            Subject to clause 5.3 if

 

5.2.1        the Customer gives notice in writing to the Supplier within 30 days of receipt of the Goods that some or all of the Goods do not comply with the warranty set out in clause 5.1

 

5.2.2        the Supplier is given a reasonable opportunity of examining such Goods and

 

5.2.3        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

 

the Supplier shall at its option repair or replace the defective Goods or refund the price of the defective Goods in full

 

5.3            The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 if

 

5.3.1        the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2

 

5.3.2        the defect arises because the Customer failed to follow the Supplier’s or the manufacturer’s oral or written instructions as to the storage commissioning installation use and maintenance of the Goods or (if there are none) good trade practice regarding the same

 

5.3.3        the defect arises as a result of the Supplier following any drawing design or Goods Specification supplied by the Customer

 

5.3.4        the Customer alters or repairs such Goods without the written consent of the Supplier

 

5.3.5        the defect arises as a result of fair wear and tear wilful damage negligence or abnormal storage or working conditions or

 

5.3.6        the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements

 

5.4            Except as provided in this clause 5 the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1

 

5.5            The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are to the fullest extent permitted by law excluded from the Contract

 

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

 

5.7            Some of the Goods come with a manufacturer’s guarantee

 

6.              Title and risk

 

6.1            The risk in the Goods shall pass to the Customer on completion of delivery

 

6.2            Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods and any other goods which the Supplier has supplied to the Customer in respect of which payment has become due in which case title to the Goods shall pass at the time of payment of all such sums

 

6.3            Until title to the Goods has passed to the Customer the Customer shall

 

6.3.1        store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property

 

6.3.2        not remove deface or obscure any identifying mark or packaging on or relating to the Goods

 

6.3.3        maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery

 

6.3.4        notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1 and

 

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

 

6.4            If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1 then without limiting any other right or remedy the Supplier may have the Supplier may at any time

 

6.4.1        require the Customer to deliver up all Goods in its possession and

 

6.4.2        (if the Customer fails to do so promptly) enter any premises of the Customer or of any third party where the Goods are stored in order to recover them

 

7.              Supply of Services

 

7.1            The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects

 

7.2            The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification but

 

7.2.1        any such dates shall be estimates only and

 

7.2.2        time shall not be of the essence for the performance of the Services

 

7.3            The Supplier shall have the right to make any changes to the Services

 

7.3.1        which are necessary to comply with any applicable law or safety requirement or

 

7.3.2        which do not materially affect the nature or quality of the Services

 

and the Supplier shall notify the Customer in any such event

 

7.4            The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill

 

8.              Customer’s obligations

 

8.1            The Customer shall do the following

 

8.1.1        Ensure that the terms of the Order and the Goods Specification and/or the Services Specification are complete and accurate

 

8.1.2        Co-operate with the Supplier in all matters relating to the Services

 

8.1.3        Provide the Supplier (or its employees agents consultants and subcontractors) with access to the Customer’s premises office accommodation and other facilities as reasonably required by the Supplier to provide the Services

 

8.1.4        Provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services and in relation to such information ensure before providing it to the Supplier that it is accurate in all material respects

 

8.1.5        Prepare the Customer’s premises for the supply of the Services

 

8.1.6        Obtain and maintain all necessary licences permissions and consents which may be required for the Services before the date on which the Services are to start

 

8.1.7        In respect of all Supplier Materials at the Customer’s premises

 

8.1.7.1        keep and maintain all such Supplier Materials in safe custody at the Customer’s own risk and in good condition until returned to the Supplier and

 

8.1.7.2        not dispose of or use any of such Supplier Materials

 

(a)             for any purpose not connected with the Contract or

 

(b)             other than in accordance with the Supplier’s written instructions or authorisation

 

8.2            If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any Customer Default

 

8.2.1        the Supplier shall (without limiting its other rights or remedies) have the right

 

8.2.1.1       to suspend performance of the Services until the Customer remedies the Customer Default and

 

8.2.1.2       to rely on the Customer Default to relieve it from the performance of any of its obligations

 

to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations

 

8.2.2        the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly out of the Supplier’s consequential

 

8.2.2.1       failure to perform or

 

8.2.2.2       delay in performing

 

any of its obligations and

 

8.2.3        the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly out of the Customer Default

 

9.              Charges and payment

 

9.1            The price of the Goods shall be the price set out in the Order or (if no price is quoted) the price set out in the Supplier’s published price list in force as at the date of delivery

 

9.2            The Supplier may by giving notice to the Customer at any time before delivery increase the price of the Goods to reflect any increase in the cost of the Goods due to

 

9.2.1        any factor beyond the Supplier’s control (including foreign exchange fluctuations increases in taxes and duties and increases in labour materials and other manufacturing costs)

 

9.2.2        any request by the Customer to change the delivery date(s) quantities or types of Goods ordered or the Goods Specification or

 

9.2.3        any delay caused by any instructions of the Customer or by any failure of the Customer to give the Supplier adequate or accurate information or instructions

 

9.3           The price of the Goods is exclusive of the costs and charges for packaging insurance and transport of the Goods which shall be charged to the Customer

 

9.4           The charges for Services shall be calculated in accordance with the Supplier’s standard fee rates as set out in the Service Specification

 

9.5           The Supplier shall be entitled to charge the Customer

 

9.5.1        for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services (including travelling expenses hotel costs subsistence and any associated expenses)

 

9.5.2        for the cost of services which are

 

9.5.2.1       provided by third parties and

 

9.5.2.2       required by the Supplier for the performance of the Services and

 

9.5.3        for the cost of any materials

 

9.6            All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT

 

9.7            Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer the Customer shall on receipt of a valid VAT invoice from the Supplier pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods

 

9.8            If the Goods are supplied outside Great Britain then the Customer shall be exclusively responsible for ascertaining whether it is by the law of the country to which the Goods are supplied required to pay any taxes and duties in respect of that supply

 

9.9            The Supplier may at any time send to the Customer an invoice for

 

9.9.1        the price of the Goods (plus the costs and charges for packaging insurance and transport of the Goods) or the fees for the Services and

 

9.9.2        VAT

 

9.10         If the Customer is approved by the Supplier for credit then the invoice must be paid within 30 days of the date of the invoice

 

9.11         If the Customer is not approved by the Supplier for credit then the invoice must be paid before dispatch of the relevant Goods or provision of the relevant Services either by credit card or debit card via the Supplier’s website or by BACS to the bank account nominated in writing by the Supplier

 

9.12         Payment of the invoice by credit card or debit card shall be made via SAGE Pay a link to which is on the Supplier’s website

 

9.13         SAGE Pay is a secure site and the Supplier will not have access to the information provided by the Customer on this site to make payment

 

9.14         Time of payment is of the essence

 

9.15         If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of Scotland plc’s base rate from time to time and such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount whether before or after judgment and the Customer shall pay the interest together with the overdue amount

 

9.16         The Customer shall pay all amounts due under the Contract in full without any set-off counterclaim deduction or withholding (except for any deduction or withholding required by law)

 

9.17          The Supplier may at any time without limiting any other rights or remedies it may have set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer

 

10.            Intellectual Property Rights

 

10.1         All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier

 

10.2         The Customer acknowledges that in respect of any third party Intellectual Property Rights in the Services the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier’s obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer

 

10.3         All Supplier Materials are the exclusive property of the Supplier

 

11.            Termination and suspension

 

11.1         In any of the following events the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer

 

11.1.1     The Customer

 

11.1.1.1     suspends or threatens to suspend payment of its debts or

 

11.1.1.2     is unable to pay its debts as they fall due or admits inability to pay its debts or

 

11.1.1.3     (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or of section 268 of the Insolvency Act 1986 or

 

11.1.1.4     (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or

 

11.1.1.5     (being a partnership) has any partner to whom any of the foregoing apply

 

11.1.2     The Customer

 

11.1.2.1     commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or

 

11.1.2.2     makes a proposal for or enters into any compromise or arrangement with its creditors

 

other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer

 

11.1.3     The Customer being a company

 

11.1.3.1     a petition is filed

 

11.1.3.2     a notice is given

 

11.1.3.3     a resolution is passed or

 

11.1.3.4     an order is made

 

for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer

 

11.1.4     The Customer being a company

 

11.1.4.1     an application is made to court or an order is made for the appointment of an administrator or

 

11.1.4.2     a notice of intention is given to appoint an administrator or

 

11.1.4.3     an administrator is appointed

 

over the Customer

 

11.1.5     The Customer being a company the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver

 

11.1.6     A person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets

 

11.1.7      The Customer being an individual the Customer is the subject of a bankruptcy petition or order

 

11.1.8     A creditor or encumbrancer of the Customer attaches or takes possession of or a distress execution sequestration or other such process is levied or enforced on or sued against the whole or any part of its assets and such attachment or process is not discharged within 14 days

 

11.1.9     Any event occurs or proceeding is taken with respect to the Customer in any jurisdiction to which it is subject which has an effect equivalent or similar to any of the events mentioned in clause 11.1.1 to clause 11.1.7 inclusive

 

11.1.10   The Customer suspends threatens to suspend ceases or threatens to cease to carry on all or a substantial part of its business

 

11.1.11   The Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability adequately to fulfil its obligations under the Contract has been placed in jeopardy

 

11.1.12   The Customer being an individual the Customer dies or by reason of illness or incapacity (whether mental or physical) is incapable of managing his own affairs or becomes a patient under any mental health legislation

 

11.2         Without limiting its other rights or remedies the Supplier may suspend provision of the Goods and/or Services under the Contract or any other contract between the Customer and the Supplier

 

11.2.1     if the Customer becomes subject to any of the events listed in clauses 11.1.1 to 11.1.12 or the Supplier reasonably believes that the Customer is about to become subject to any of them or

 

11.2.2     if the Customer fails to pay any amount due under this Contract on the due date for payment

 

11.3         On termination of the Contract for any reason the Customer

 

11.3.1     shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and (if applicable) all interest due and

 

11.3.2     return all of the Supplier Materials (and if the Customer fails to do so then the Supplier may enter the Customer’s premises and take possession of them)

 

11.4         Termination of the Contract however arising shall not affect any of the Parties’ rights remedies obligations and liabilities accrued as at termination

 

11.5         Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect

 

 

 

12.            Limitation of liability

 

12.1         Nothing in these Conditions shall limit or exclude the Supplier’s liability for

 

12.1.1     death or personal injury caused by its negligence or the negligence of its employees agents or subcontractors (as applicable)

 

12.1.2     fraud or fraudulent misrepresentation

 

12.1.3     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

 

12.1.4     defective products under the Consumer Protection Act 1987 or

 

12.1.5     any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability

 

12.2     Subject to clause 12.1

 

12.2.1  the Supplier shall under no circumstances whatever be liable to the Customer whether in contract tort (including negligence) breach of statutory duty or otherwise for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract

 

12.2.2  the Supplier’s total liability to the Customer in respect of losses arising under or in connection with the Contract whether in contract tort (including negligence) breach of statutory duty or otherwise shall in no circumstances exceed the price of the Goods or Services and

 

12.2.3  the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and by sections 3 to 5 of the Supply of Goods and Services Act 1982 are to the fullest extent permitted by law excluded from the Contract

 

13.            Event Outside the Parties’ Control

 

13.1         Neither Party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by an Event Outside the Parties’ Control

 

13.2         An Event Outside the Parties’ Control is an event beyond the Parties’ reasonable control which by its nature

 

13.2.1     could not have been foreseen or

 

13.2.2     if it could have been foreseen was unavoidable

 

including strikes lock-outs or other industrial disputes failure of energy sources or transport network acts of God war terrorism riot civil commotion interference by civil or military authorities national or international calamity armed conflict malicious damage breakdown of plant or machinery nuclear chemical or biological contamination sonic boom explosions collapse of building structures fires floods storms earthquakes loss at sea epidemics or similar events natural disasters or extreme adverse weather conditions or default of suppliers or subcontractors

 

14.            Assignment and other dealings

 

14.1         The Supplier may at any time assign transfer mortgage charge subcontract declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract

 

14.2         The Customer may not without the prior written consent of the Supplier assign transfer mortgage charge subcontract declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract

 

15.            Notices

 

15.1         Any notice or other communication given to a Party under or in connection with the Contract shall be in writing

 

15.1.1     addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause and

 

15.1.2     delivered personally sent by pre-paid first class post (or other next working day delivery service) commercial courier fax or e-mail

 

15.2         A notice or other communication shall be deemed to have been received

 

15.2.1     if delivered personally when left at the address referred to in clause 15.1.1

 

15.2.2     if sent by pre-paid first class post (or other next working day delivery service) at 9.00 am on the Business Day after posting

 

15.2.3     if delivered by commercial courier on the date and at the time that the courier’s delivery receipt is signed or

 

15.2.4     if sent by fax or e-mail the next Business Day after transmission

 

15.3         The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

 

16.           Severance

 

16.1         If any provision or part-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

 

16.2         If such modification is not possible the relevant provision or part-provision shall be deemed deleted

 

16.3         Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract

 

16.4         If one Party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid illegal or unenforceable the Parties shall negotiate in good faith to amend such provision so that as amended it is legal valid and enforceable and to the greatest extent possible achieves the intended commercial result of the original provision

 

17.            Waiver

 

17.1          A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default

 

17.2          No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall constitute a 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

 

17.3          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

 

18.           Third party rights

 

A person who is not a party to the Contract shall not have any rights to enforce its terms

 

19.           Variation

 

Except as set out in these Conditions no variation of the Contract including the introduction of any additional terms and conditions shall be effective unless it is in writing and signed by a director of the Supplier

 

 

 

20.            Governing law and jurisdiction

 

20.1         The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales

 

20.2         Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims)

 


 

TERMS & CONDITIONS OF SUPPLY OF GOODS BY GO2 TELECOM LIMITED

The customer’s attention is drawn in particular to the provisions of clause 9

 

  1. Definitions and interpretation

 

                  1.1            Definitions

 

In these Conditions the following definitions apply

 

1.1.1        “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business

 

1.1.2        “Conditions” means the terms and conditions set out in this document

 

1.1.3        “Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions

 

1.1.4        “Customer” means the person or firm who purchases the Goods from the Supplier

 

1.1.5        “Goods” means the goods (or any part of them) set out in the Order

 

1.1.6        “Order” means the Customer’s order for the Goods as set out in the Customer’s purchase order form or in the Customer’s written acceptance of the Supplier’s quotation

 

1.1.7        “Parties” means parties to the Contract and “Party” means either of them

 

1.1.8        “Specification” means any specification for the Goods including any related plans and drawings agreed in writing by the Customer and the Supplier

 

1.1.9        “Supplier” means go2 Telecom Limited a company registered in England and Wales under company number 04811905 whose registered office is at Lowton Business Park, Newton Road, St Mary’s Lowton, Warrington, WA3 6AP

 

1.1.10     “VAT” means value added tax

 

1.2            Interpretation

 

In these Conditions the following rules of interpretation apply

 

1.2.1        Unless the context otherwise requires words

 

1.2.1.1       importing one gender include all other genders and

 

1.2.1.2       importing the singular include the plural and vice versa

 

1.2.2        Any reference to a particular law

 

1.2.2.1       is a reference to it as it is in force for the time being taking account of any

 

(a)             amendment

 

(b)             extension or

 

(c)             re-enactment and

 

1.2.2.2       includes any subordinate legislation for the time being in force made under it

 

1.2.3        The clause headings

 

1.2.3.1       are inserted for convenience only

 

1.2.3.2       do not form part of this Agreement and

 

1.2.3.3       shall not be taken into account in its construction or interpretation

 

1.2.4        Any reference to a party shall if appropriate include its personal representatives successors or permitted assigns

 

1.2.5        Any reference to any clause sub-clause or paragraph without further designation shall be construed as references to the clause sub-clause or paragraph of this Agreement so numbered

 

1.2.6        Unless the context otherwise requires any discretion conferred expressly or impliedly by this Agreement shall be deemed to be the absolute discretion of the Supplier

 

1.2.7        A “person“ includes a natural person or a corporate or unincorporated body (whether or not having separate legal personality)

 

1.2.8        The words

 

1.2.8.1       “include” “includes” “including” “in particular“ and “such as” are to be construed as if they were immediately followed by the words “without limitation

 

1.2.8.2       “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them or succeeding them and

 

1.2.8.3       “pay” “paid” and “payable“ or any similar expression shall be construed as if followed by the words “in cleared funds

 

1.2.9        A reference to “writing or “written includes telex facsimile electronic mail and comparable means of electronic communication

 

1.2.10     Any obligation on a person                 not to do something includes an obligation not to agree to allow to permit or to acquiesce in that thing’s being done

 

 

  1. Basis of Contract

 

2.1            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 of dealing

 

2.2            The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions

 

2.3            The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate

 

2.4            The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order at which point the Contract shall come into existence

 

2.5            The Contract constitutes the entire agreement between the Parties

 

2.6            The Customer acknowledges that it has not relied on any statement promise representation assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract

 

2.7            Any samples drawings descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s website catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them and shall not form part of the Contract or have any contractual force

 

2.8            A quotation for the Goods given by the Supplier shall not constitute an offer

 

  1. Goods

 

3.1            The Goods are described in the Supplier’s website catalogues or brochures and/or the Specification

 

3.2            The Customer shall indemnify the Supplier against all liabilities costs expenses damages and losses (including any direct indirect or consequential losses loss of profit loss of reputation and all interest penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made (whether during the course of the Contract or after its termination) against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification

 

3.3            The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements

 

  1. Delivery

 

4.1            The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order and the type and quantity of the Goods

 

4.2            If the Supplier requires the Customer to return any packaging materials to the Supplier the Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request provided that returns of packaging materials shall be at the Supplier’s expense

 

4.3            The Supplier shall deliver the Goods to the location set out in the Order or such other location as the Parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready

 

4.4            Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location

 

4.5            Any dates quoted for delivery are approximate only and the time of delivery is not of the essence

 

4.6            The Supplier shall not be liable for any delay in delivery of the Goods or failure to deliver them caused by an Event Outside the Parties’ Control (as defined in clause 10) or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods

 

4.7            If the Supplier fails to deliver the Goods any liability of the Supplier 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

 

4.8            If the Customer fails to accept delivery of the Goods then except where such failure or delay is caused by an Event Outside the Parties’ Control or the Supplier’s failure to comply with its obligations under the Contract then the Supplier shall be entitled

 

 

4.8.1        to store the Goods until delivery takes place and the Customer shall be liable to pay the Supplier’s charges for all related costs and expenses (including insurance and storage costs whether those of the Supplier or of a third party) and/or

 

4.8.2        to charge the Customer a fee of £12 plus VAT for each further attempt at delivery and/or

 

4.8.3        to resell or otherwise dispose of part or all of the Goods and the Customer shall be liable to pay the Supplier’s charges

 

4.8.3.1       for any shortfall below the price of the Goods and

 

4.8.3.2       for the Supplier’s costs of resale

 

4.9            The Customer shall not be entitled to reject the Goods if the Supplier delivers more or less than the quantity of Goods ordered but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered

 

4.10         The Supplier may deliver the Goods by instalments which shall be invoiced and paid for separately and each instalment shall constitute a separate Contract and any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment

 

  1. Quality

 

5.1            The Supplier warrants that on delivery the Goods shall

 

5.1.1        conform in all material respects with their description and the Specification

 

5.1.2        be free from material defects in design material and workmanship and

 

5.1.3        be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)

5.2            Subject to clause 5.3 if

 

5.2.1        the Customer gives notice in writing to the Supplier within 30 days of receipt of the Goods that some or all of the Goods do not comply with the warranty set out in clause 5.1

 

5.2.2        the Supplier is given a reasonable opportunity of examining such Goods and

 

5.2.3        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

 

the Supplier shall at its option repair or replace the defective Goods or refund the price of the defective Goods in full

 

5.3            The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 if

 

5.3.1        the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2

 

5.3.2        the defect arises because the Customer failed to follow the Supplier’s or the manufacturer’s oral or written instructions as to the storage commissioning installation use and maintenance of the Goods or (if there are none) good trade practice regarding the same

 

5.3.3        the defect arises as a result of the Supplier following any drawing design or Specification supplied by the Customer

 

5.3.4        the Customer alters or repairs such Goods without the written consent of the Supplier

 

5.3.5        the defect arises as a result of fair wear and tear wilful damage negligence or abnormal storage or working conditions or

 

5.3.6        the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements

 

5.4        Except as provided in this clause 5 the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1

 

5.5        The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are to the fullest extent permitted by law excluded from the Contract

 

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

 

5.7        Some of the Goods come with a manufacturer’s guarantee

 

6.              Title and risk

 

6.1            The risk in the Goods shall pass to the Customer on completion of delivery

 

6.2            Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods and any other goods which the Supplier has supplied to the Customer in respect of which payment has become due in which case title to the Goods shall pass at the time of payment of all such sums

 

6.3            Until title to the Goods has passed to the Customer the Customer shall

 

6.3.1        store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property

 

6.3.2        not remove deface or obscure any identifying mark or packaging on or relating to the Goods

 

6.3.3        maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery

 

6.3.4        notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1 and

 

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

 

6.4            If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1 then without limiting any other right or remedy the Supplier may have the Supplier may at any time

 

6.4.1        require the Customer to deliver up all Goods in its possession and

 

6.4.2        (if the Customer fails to do so promptly) enter any premises of the Customer or of any third party where the Goods are stored in order to recover them

 

7.              Price and payment

 

7.1            The price of the Goods shall be the price set out in the Order or (if no price is quoted) the price set out in the Supplier’s published price list in force as at the date of delivery

 

7.2            The Supplier may by giving notice to the Customer at any time before delivery increase the price of the Goods to reflect any increase in the cost of the Goods due to

 

7.2.1        any factor beyond the Supplier’s control (including foreign exchange fluctuations increases in taxes and duties and increases in labour materials and other manufacturing costs)

 

7.2.2        any request by the Customer to change the delivery date(s) quantities or types of Goods ordered or the Specification or

 

7.2.3        any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions

 

7.3        The price of the Goods is exclusive of the costs and charges for packaging insurance and transport of the Goods which shall be charged to the Customer

 

7.4        The price of the Goods is exclusive of amounts in respect of VAT which shall be chargeable on the supply of the Goods and if the Goods are supplied outside Great Britain then the Customer shall be exclusively responsible for ascertaining whether it is by the law of the country to which the Goods are supplied required to pay any taxes and duties in respect of that supply

 

7.5        The Supplier may at any time send to the Customer an invoice for the price of the Goods plus the costs and charges for packaging insurance and transport of the Goods and VAT

 

7.6        If the Customer is approved by the Supplier for credit then the invoice must be paid within 30 days of the date of the invoice

 

7.7         If the Customer is not approved by the Supplier for credit then the invoice must be paid before dispatch of the relevant Goods either by credit card or debit card via the Supplier’s website or by BACS to the bank account nominated in writing by the Supplier

 

7.8        Payment of the invoice by credit card or debit card shall be made via SAGE Pay a link to which is on the Supplier’s website

 

7.9        SAGE Pay is a secure site and the Supplier will not have access to the information provided by the Customer on this site to make payment

 

7.10      Time of payment is of the essence

 

7.11      If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of Scotland plc’s base rate from time to time and such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount whether before or after judgment and the Customer shall pay the interest together with the overdue amount

 

7.12      The Customer shall pay all amounts due under the Contract in full without any set-off counterclaim deduction or withholding (except for any deduction or withholding required by law)

 

7.13      The Supplier may at any time without limiting any other rights or remedies it may have set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer

 

8.              Termination and suspension

 

8.1            In any of the following events the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer

 

8.1.1        The Customer

 

8.1.1.1       suspends or threatens to suspend payment of its debts or

 

8.1.1.2       is unable to pay its debts as they fall due or admits inability to pay its debts or

 

8.1.1.3       (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or of section 268 of the Insolvency Act 1986 or

 

8.1.1.4       (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or

 

8.1.1.5       (being a partnership) has any partner to whom any of the foregoing apply

 

8.1.2        The Customer

 

8.1.2.1       commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or

 

8.1.2.2       makes a proposal for or enters into any compromise or arrangement with its creditors

 

other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer

 

8.1.3        The Customer being a company

 

8.1.3.1       a petition is filed

 

8.1.3.2       a notice is given

 

8.1.3.3       a resolution is passed or

 

8.1.3.4       an order is made

 

for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer

 

8.1.4        The Customer being a company

 

8.1.4.1       an application is made to court or an order is made for the appointment of an administrator or

 

8.1.4.2       a notice of intention is given to appoint an administrator or

 

8.1.4.3       an administrator is appointed

 

over the Customer

 

8.1.5        The Customer being a company the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver

 

8.1.6        A person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets

 

8.1.7        The Customer being an individual the Customer is the subject of a bankruptcy petition or order

 

8.1.8        A creditor or encumbrancer of the Customer attaches or takes possession of or a distress execution sequestration or other such process is levied or enforced on or sued against the whole or any part of its assets and such attachment or process is not discharged within 14 days

 

8.1.9        Any event occurs or proceeding is taken with respect to the Customer in any jurisdiction to which it is subject which has an effect equivalent or similar to any of the events mentioned in clause 8.1.1 to clause 8.1.7 inclusive

 

8.1.10     The Customer suspends threatens to suspend ceases or threatens to cease to carry on all or a substantial part of its business

 

8.1.11     The Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability adequately to fulfil its obligations under the Contract has been placed in jeopardy

 

8.1.12     The Customer being an individual the Customer dies or by reason of illness or incapacity (whether mental or physical) is incapable of managing his own affairs or becomes a patient under any mental health legislation

 

8.2            Without limiting its other rights or remedies the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier

 

8.2.1        if the Customer becomes subject to any of the events listed in clause 8.1.1 to 8.1.12 or the Supplier reasonably believes that the Customer is about to become subject to any of them or

 

8.2.2        if the Customer fails to pay any amount due under this Contract on the due date for payment

 

8.3        On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and (if applicable) all interest due

 

8.4        Termination of the Contract however arising shall not affect any of the Parties’ rights remedies obligations and liabilities accrued as at termination

 

8.5        Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect

 

9.              Limitation of liability

 

9.1            Nothing in these Conditions shall limit or exclude the Supplier’s liability for

 

9.1.1        death or personal injury caused by its negligence or the negligence of its employees agents or subcontractors (as applicable)

 

9.1.2        fraud or fraudulent misrepresentation

 

9.1.3        breach of the terms implied by section 12 of the Sale of Goods Act 1979

 

9.1.4        defective products under the Consumer Protection Act 1987 or

 

9.1.5        any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability

 

9.2        Subject to clause 9.1

 

9.2.1     the Supplier shall under no circumstances whatever be liable to the Customer whether in contract tort (including negligence) breach of statutory duty or otherwise for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract and

 

9.2.2     the Supplier’s total liability to the Customer in respect of losses arising under or in connection with the Contract whether in contract tort (including negligence) breach of statutory duty or otherwise shall in no circumstances exceed the price of the Goods

 

10.            Event Outside the Parties’ Control

 

10.1         Neither Party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by an Event Outside the Parties’ Control

 

10.2         An Event Outside the Parties’ Control is an event beyond the Parties’ reasonable control which by its nature

 

10.2.1     could not have been foreseen or

 

10.2.2     if it could have been foreseen was unavoidable

 

including strikes lock-outs or other industrial disputes failure of energy sources or transport network acts of God war terrorism riot civil commotion interference by civil or military authorities national or international calamity armed conflict malicious damage breakdown of plant or machinery nuclear chemical or biological contamination sonic boom explosions collapse of building structures fires floods storms earthquakes loss at sea epidemics or similar events natural disasters or extreme adverse weather conditions or default of suppliers or subcontractors

 

11.            Assignment and other dealings

 

11.1         The Supplier may at any time assign transfer mortgage charge subcontract declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract

 

11.2         The Customer may not without the prior written consent of the Supplier assign transfer mortgage charge subcontract declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract

 

12.            Notices

 

12.1         Any notice or other communication given to a Party under or in connection with the Contract shall be in writing

 

12.1.1     addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause and

 

12.1.2     delivered personally sent by pre-paid first class post (or other next working day delivery service) commercial courier fax or e-mail

 

12.2         A notice or other communication shall be deemed to have been received

 

12.2.1     if delivered personally when left at the address referred to in clause 12.1.1

 

12.2.2     if sent by pre-paid first class post (or other next working day delivery service) at 9.00 am on the Business Day after posting

 

12.2.3     if delivered by commercial courier on the date and at the time that the courier’s delivery receipt is signed or

 

12.2.4     if sent by fax or e-mail the next Business Day after transmission

 

12.3         The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

 

13.            Severance

 

13.1         If any provision or part-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

 

13.2         If such modification is not possible the relevant provision or part-provision shall be deemed deleted

 

13.3         Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract

 

13.4         If one Party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid illegal or unenforceable the Parties shall negotiate in good faith to amend such provision so that as amended it is legal valid and enforceable and to the greatest extent possible achieves the intended commercial result of the original provision

 

14.            Waiver

 

14.1         A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default

 

14.2         No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall constitute a 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

 

14.3         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

 

15.            Third party rights

 

A person who is not a party to the Contract shall not have any rights to enforce its terms

 

16.           Variation

 

Except as set out in these Conditions no variation of the Contract including the introduction of any additional terms and conditions shall be effective unless it is in writing and signed by a director of the Supplier

 

17.            Governing law and jurisdiction

 

17.1          The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales

 

17.2          Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims)

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