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General Terms and Conditions

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1. Definition

1.1. The definition and rules of interpretation below apply in these terms

1.1.a. Customer: the person firm or company who purchases the goods and services from TN

1.1.b. Tech Networks (TN): the supplier of services subject to these terms. The trading address for whom is Unit 2 Woodside Mews Clayton Wood Close Leeds LS16 6QE

1.1.c. Site: the place where delivery of goods is to take place

1.1.d. Goods: any goods (ie materials and tools) necessary for TN to perform the services or as set out in the Order Confirmation

1.1.e. Order Confirmation: a confirmation in writing from TN that it will supply the goods and or services subject to these terms. Each order confirmation is a separate contract

1.1.f. Services: the services set out in the order confirmation. The term shall include goods unless otherwise stated

1.2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment extension application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3. Words in the singular include the plural and in the plural include the singular

1.4. A reference to one gender shall include the other.

1.5. Condition headings do not effect the interpretation of these conditions.

2. Application Of These Terms

2.1. Subject to any variation under clause 2.3 each order confirmation shall be on these terms to the exclusion of all other terms and conditions (including any terms and conditions which the customer purports to apply under any purchase order, confirmation of order, specification or other document)

2.2. No terms or conditions endorsed on, delivered with, or contained in the customers purchase order, confirmation of order, specification or any other document shall form part of the contract between the parties simply as a result of such document being referred to

2.3. These conditions apply to all TN sales and any variation to these conditions and any representations about the services shall have no effect unless expressly agreed in writing and signed by a duly authorized representative of TN. The customer acknowledges that it has not relied upon any statement , propmise, or representation made or given by or on behalf of TN which is not set out in the order confirmation . Nothing in this condition shall exclude or limit TN’s liability for fraudulent representation.

2.4. Each order or acceptance of a quotation for services by the customer from TN shall be deemed to be an offer by the customer to buy goods or services subject to these conditions.

2.5. No order placed by the customer shall be deemed to be accepted by TN until a written acknowledgement of the order confirmation is issued by TN or (if earlier) TN delivers the goods or commences the services to the customer.

2.6. The customer shall ensure that the terms if its order and any applicable specification are complete and accurate.

2.7. Any quotation is given on the basis that no contract shall come into existence until TN despatches an order confirmation to the customer. Any quotation is valid for a period of 7 days only from its date, unless TN has previously withdrawn it.

3. Description

3.1. The quantity and description of the goods and or services shall be as set out in the order of confirmation

3.2. All samples, drawings, descriptive matter, specification or advertisement issued by TN and any descriptions or illustrations contained in any TN documentation are issued for the sole purpose of giving an approximate idea of the goods and or services described in them. They shall not form part of the order confirmation and this is not a sale by sample.

4. Price

4.1. The price for all goods and services shall be at the current rates as set out in the order confirmation.

4.2. The price quoted for goods and or services shall be exclusive of value added tax and all costs or charges over and above those stated in the order confirmation unless otherwise stated.

4.3. Prices quoted are exclusive of delivery.

4.4. The price for services shall be subject to review and increases in rates shall be notified to the customer with 14 days notice and shall apply to order confirmations outstanding. The price of goods also be increases in circumstances where the price of raw materials or other supply costs are increases beyond the reasonable control of TN.

4.5. Any work required outside normal working ours to fulfill the services may be charged as an additional charge at TN’s outside working hours rates.

5. Delivery

5.1. Unless otherwise specifically agreed in writing all deliveries will be carried out by third parties and therefore TN will not be liable for any losses incurred as a result of delays in deliveries. All times for delivery provided by TN are an estimate only.

5.2. If there is a failure to deliver goods within a reasonable period of time the customer may, in writing cancel the order. However if goods have been dispatched the order can not be cancelled.

5.3. Acceptance of delivery by the customer is on the basis that there is no claim for loss as against TN.

5.4. TN at all times reserve the right to refuse to deliver or arrange delivery of goods and or services in circumstances where in TN’s absolute discretion such delivery would be unsafe, unlawful, or unreasonably difficult.

6. Risk/Title

6.1. The goods are at the risk of the customer from the time of delivery. The services are at the risk of the customer from the time of performance.

6.2. The customer shall protect the site throughout the provision of services. Further the customer shall indemnify and hold TN harmless as against any losses, damages, costs or claims arising from a breach of this clause. This may includebutis not limited to , loss, or theft of TN’s equipment from site.

6.3. Ownership of the goods shall not pass to the customer until TN has received payment in full (in cash or cleared funds) all sums due to it in respect of:

6.3.a. The services

6.3.b. All other sums which are or which become due to TN from the customer on any account

6.4. Until ownership of the goods has passed to the customer the customer shall:

6.4.a. Hold the goods on a fiduciary basis as TN’s bailee

6.4.b. Store the goods at no cost to TN separately from all other goods of the customer or any third party in such a way that they remain readily identifiable as TN’s property.

6.4.c. Not deface, obscure or destroy any identifying mark or packaging on or relating to the goods

6.4.d. Maintain the goods in satisfactory condition and keep them insured on TN’s behalf for their full price against all risks.

6.5. The customers right to possession of the goods shall terminate immediately if:

6.5.a. the customer has a bankruptcy order made against him or it, or makes an arrangement or composition with its creditors, or otherwise takes the relief of any statutory provisions for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors or enters into liquidation, or has a receiver, manager, or administrator appointed of its undertakings or any part thereof, or documents are filed with the court for the appointment of an administrator of the customer or notice of intention to appoint an administrator is given by the customer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding up of the customer or for the granting of an administration order in respect of the customer , or any proceedings are commenced relating to the insolvency or possible insolvency of the customer; or

6.5.b. the customer suffers or allows any execution , whether legal or equitable to be levied on his or its property or obtained against him or it, or fails to observe or perform any of his or its obligations under these terms or any other contract with TN and the customer , or is unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986 or the customer ceases to trade; or,

6.5.c. the customer encumbers or in any way charges any of the goods.

6.6. TN shall be entitled to recover payment for the goods not withstanding that ownership of any goods has not passed from TN

6.7. The customer grants TN, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or where the customers rights to possession has terminated, to recover them.

6.8. Where TN is uable to determine whether the goods are the goods in respect of which the customers right to possession has terminated, the customer shall be deemed to have sold all goods of the kind sold be TN to the customer in the order in which they were invoiced to the customer.

6.9. On termination of the order confirmation/ contract howsoever caused TN’s rights contained in this condition 6 shall remain in force.

7. Payment

7.1. Payment of the price for goods and services shall be due in pounds sterling unless otherwise agreed and is due 30 days from the date of invoice.

7.2. Time for payment shall be of the essence.

7.3. No payment shall be deemed to be received until TN has received cleared funds.

7.4. Where any mounts due to TN are not paid in full by the due date TN shall be entitled to suspend services and will give the customer 3 days notice of such suspension. In addition TN will be entitled immediately to a fair and proportionate payment of costs incurred up to the time of suspension and as a result of the suspension.

7.5. The customer shall make all payments in full and without any set off, counterclaim, discount, abatement or otherwise.

7.6. Any delay in payment by the customer will result in interest on the outstanding amounts at the rate of 4% above the base lending rate of the Bank of England accruing at a daily rate until payment.

7.7. If there is any delay in payment TN reserve the right to withdraw any credit facility that may have been offered to the customer.

8. Limitation of Liability

8.1. Subject to clause 5 the following provisions set out fully the entire financial liability of TN to the customer in respect of

8.1.a. any breach of these terms

8.1.b. any use made or resale by the customer of any of the goods and;

8.1.c. any representations statements ot tortuous act or omissions including negligence arising under or in connection with the contract.

8.2. Al warrenties, conditions and other terms implied by statute or Common Law (save for s12 of the Sale of Goods act 1979) and or S.2 of the Supply of Goods and Services act 1982) are , to the fullest extent permitted by law excluded by the contract.

8.3. Nothing in these conditions excludes or limits the liability of TN.

8.3.a. For death or personal injury caused by TN’s negligence, or

8.3.b. Under S.2(3) Consumer Protection Act 1987, or

8.3.c. For any matter for which it would be illegal for TN to exclude to attempt to exclude its liability, or

8.3.d. For fraud or fraudulent misrepresentation

8.4. Subject to condition 8.2 and 8.3 :

8.4.a. TN total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise,arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price, and

8.4.b. TN shall not be liable to the customer for any pure economic loss, loss of profit, loss of business, depletion of good will, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the contract.

9. Force Majeure

9.1. TN reserve the right to defer the date of delivery or cancel the order confirmation or reduce the volume of goods and services ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of TN.

10. Disputes

10.1. The parties shall attempt to resolve any dispute arising out of or relating to the terms through negotiations between the parties who hold the relevant authority.

10.2. If not resolved through negotiations the parties will attempt to resolve the dispute in good faith through Alternative Dispute Resolution ADR procedure recommended to the parties by the Centre for Dispute Resolution.

10.3. If not resolved by ADR within 30 days either party may commence proceedings through the courts.

10.4. These terms shall be governed by the laws of England and Wales.

11. Communications

11.1. All communications about these conditions shall be in writing and delivered by hand, first class post or fax.

11.2. Communication shall be deemed to be received ;

11.2.a. If by first class post 2 days after the date of posting

11.2.b. If delivered by hand on the date of delivery so long as before 4pm

11.2.c. If by fax prior to 4pm on a working day, that working day, otherwise the following working day.

12. Cancellation

12.1. If the customer cancels the delivery date and reschedules the same, the customer will be liable for any additional cost incurred as a result regardless of the circumstances.

12.2. If, by agreement an ordered item is returned to TN, the customer will be liable for a 25% restocking fee.

13. Hosting

13.1. In the case of hosting this is due the day before in advance of your current period ending.

13.2. TN will dispatch an invoice to coincide with the ending of the customers current period. If this remains unpaid for a period of 7 days after the date of the invoice all services will be suspended or cancelled.

13.3. Hosting is non-refundable.

14. General

14.1. Each right or remedy of TN under these terms and conditions is without prejudice to any other right or remedy of TN whether under these terms or not.

14.2. If any provision of these terms is found by a court to be unenforceable, invalid, or void, it shall be severable to that extent from all other terms which shall continue in full effect.

14.3. Failure or delay by TN in enforcing or partially enforcing these terms shall not be construed as a waiver of any of its rights.

14.4. Any waiver by TN of any breach of or default under these terms by the customer shall not be deemed a waiver of any subsequent breach or default and shall not effect any other terms.

14.5. The parties to these terms do not intend that any term shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.