Sales Terms & Conditions
These Conditions
(1.1) In these terms and conditions the word Pace Telecom
means Pace Telecom Ltd., the words the customer, shall mean
the person, firm or company purchasing or agreeing to the
purchase of goods or services from Pace Telecom, the words
these conditions shall mean the terms and conditions of sale set
out herein and the word goods shall mean all equipment, spare
parts, other goods, repairs or services to be provided to the
Customer by Pace Telecom.
(1.2) All agreements by which Pace Telecom agrees to supply
goods and services to the customer shall be subject only to these
Conditions notwithstanding any variation or attempted variation of
these Conditions made by the Customer in its order form or
otherwise and (save as provided by Clause 1.2 of these
Conditions) the making of an order by the Customer for the goods
or services supplied by Pace Telecom shall for all purposes be
deemed to be acceptable by the Customer of these Conditions to
the exclusion of any other terms and conditions. Any brochure in
which these Conditions are incorporated shall constitute an
invitation to treat by Pace Telecom and any order placed by the
Customer shall constitute an offer for goods incorporating these
Conditions made by the Customer which Pace Telecom may in its
discretion accept in writing or by telephone or fax. No
cancellation of an order by the Customer shall be valid unless
made in writing and accepted in writing by Pace Telecom.
(1.3) No variation of these Conditions is permitted unless
expressly accepted in writing by a Pace Telecom’s Director.
(1.4) No amendment to any Conditions or Contract or Quotation
verbal or otherwise, is permitted unless expressly accepted in
writing by a Pace Telecom’s Director.
2. The Goods
(2.1) Subject to the warranty containing in clause 6.1, all
descriptions, drawings and particulars relating to the goods in any
catalogues, leaflets, brochures or other documents are for
illustrative purposes only and do not form part of the agreement
between Pace Telecom and the Customer. All representations as
to performance of goods are based on information supplied by the
manufacturer of the goods and relate to their performance in
normal conditions and when used correctly in accordance with the
manufacturers installation and user instructions.
(2.2) Unless otherwise expressly agreed, goods supplied will be
in accordance with manufacturer’s normal designs and
specifications current at the date of manufacture or delivery and
the supply by Pace Telecom of goods differing from any
contractual or pre-contractual specifications or descriptions shall
not be in breach of the agreement between Pace Telecom and
the Customer insofar as the goods are of approximately
equivalent performance to the goods referred to in such
specifications and descriptions.
3. Delivery and Risk
(3.1) Unless otherwise expressly agreed, the prices quoted are
exclusive of value added tax.
(3.2) The time for delivery of the goods is not of the essence. The
agreed dates for delivery are estimates only and a failure by Pace
Telecom to comply with them shall not be a breach of the
Conditions. Furthermore should the equipment delivered be
rendered inoperable as a result of a failure of another supplier or
contractor to commission services connected to the equipment
(such as British Telecom lines), Pace Telecom shall not be in
breach of the conditions.
(3.3) The goods shall be at the Customers’ risk at the time of
delivery.
(3.4) The customer is required to inspect the goods on receipt
and to notify Pace Telecom in writing of any defects or complaints
within 7 days.
(3.5) If any payment due to Pace Telecom is overdue at 60 days
from invoice or if the Customer ceases to trade or enters into any
arrangement with it’s creditors or shall become insolvent or has a
receiver or administrative receiver appointed or a petition is
presented or a resolution passed for the winding up of the
Customer (if the Customer is a company) other than for the
purpose of a solvent reconstruction or amalgamation previously
notified to Pace Telecom, the Customer shall then be deemed to
have repudiated any agreements it may then have with Pace
Telecom who shall be entitled (without prejudice to any other
rights or remedies available to it) to stop any goods in transit and
to cancel any further deliveries.
4. Property in the goods
(4.1) Notwithstanding risk in the goods passes to the Customer in
accordance with Clause 3.3 of these Conditions the goods shall
remain the sole and absolute property of Pace Telecom and title
to and legal and equitable ownership of the goods shall not pass
to the Customer until payment is received by Pace Telecom of all
monies due from the Customer to Pace Telecom in respect of all
goods supplied by Pace Telecom to the customer and the
Customer acknowledges that until such payment is made in full it
is in possession of goods solely as a fiduciary of Pace Telecom.
(4.2) The Customer is licensed by Pace Telecom to use or to
agree to sell the goods provided that the entire proceeds of any
sale of such goods are held in trust for Pace Telecom and are not
mixed with other monies or paid into an overdrawn bank account
and shall at all times be identifiable as Pace Telecom‘s money.
(4.3) Until title to the goods passes to the Customer the goods
shall be kept separate and distinct from all other property of the
Customer and of third parties and in good condition and stored in
such a way as to be clearly identifiable as belonging to Pace
Telecom and the Customer will not cause or permit or suffer any
labels badges serial numbers or other means of identification of
the goods to be removed or obscured.
(4.4) Pace Telecom may for the purpose of recovering goods
enter upon any premises where they are stored or where they are
reasonably thought to be stored and may repossess the same.
5. Price and Payment
(5.1) Time for payment is of the essence and if payment is not
received within the agreed payment terms Pace Telecom may
require the Customer to pay interest at 3% per month from the
date of invoice compounded monthly.
(5.2) If payment should not be received, Pace Telecom will be
entitled to charge (in addition to interest and any legal costs
ordered by the Court and without prejudice to any other rights or
remedies available to Pace Telecom) the sum of £85 plus VAT by
way of liquidating damages and as a contribution to the
administrative costs incurred by Pace Telecom in taking steps to
secure payment.
(5.3) Unless otherwise stated, all payments are to be made in
Sterling to Pace Telecom’s address as stated on the invoice.
(5.4) Where any agreement to supply goods to be delivered by
instalments which are to be separately paid for, such agreement
shall not be severable and failure by the Customer to pay for or
accept delivery of any instalment by the due date shall entitle
Pace Telecom at its option to treat the whole agreement with the
Customer as repudiated.
(5.7) Pace Telecom payment terms are 40% deposit with order,
40% upon commencement of installation and 20% 30 days after
agreed bringing into service date
6. Warranty and Liability of Pace Telecom Ltd
(6.1) Pace Telecom undertakes to credit the account of the
Customer (if any) or to remedy free of charge by repair or
replacement of any defects in the goods covered under the
manufacturers guarantee provided that the Customer notifies
Pace Telecom promptly of such a defect and where the Customer
arranges for the prompt return to Pace Telecom of the defective
goods at the Customer’s risk and expense.
(6.2) Pace Telecom does not exclude liability in respect of death
or personal injury which result from the negligence of Pace
Telecom it’s employees agents or sub-contractors.
(6.3) Pace Telecom shall not be liable for any financial
consequential or indirect loss suffered by the Customer or any
third party whether such loss arises from breach of a duty in
contract or tort or in any other way else (other than damage
caused by the negligence of Pace Telecom or any of it’s
employees agents sub-contractors) and personal injury to the
Customer or anyone else (except so far such injury is attributable
to Pace Telecom negligence).
(6.4) To be valid any claim against Pace Telecom whether in
contract or tort must be brought within two years of the date of
invoice and any such claim shall be limited to an amount by way
of liquidated damages equal to the invoice value of goods in
respect of which the claim is made.
7. Force Majeure
(7.1) Pace Telecom shall not be liable to the Customer for any
failure to perform its obligations due to any circumstances beyond
its control (including without limitation, strikes, lockouts, industrial
disputes, failure of power supplies, delays caused by any other
person, firm or company, details caused by any manufacturer of
the goods, riots, civil disturbances, war or warlike activities,
embargoes, fire, explosion, flood, or natural causes) and in such
event Pace Telecom may elect by written notice to cancel any
agreement with the customer or elect that the time for
performance shall be extended until such time as Pace Telecom
can reasonably effect performance.
8. Waiver
(8.1) If the Customer shall be in breach of any of these Conditions
then the failure by Pace Telecom to require the customer to
rectify the same shall not create any assumption that such a
breach has been waived by Pace Telecom.
9. Notices
(9.1) All demands notices and other communications shall be in
writing and addressed to Pace Telecom at its address shown on
invoices delivered by it and for delivery of invoices (or as
subsequently notified by one to the other in writing) and shall be
deemed to have been duly given or made by letter 48 hours after
being posted first class postage pre-paid or if delivered by hand at
the time of delivery.
10. Law and jurisdiction
(10.1) The conditions shall be governed by and construed in
accordance with English Law.
If you would like any further information please contact us on 0800 195 5115 or email info@pacetelecom.co.uk