Terms and Conditions
GENERALOrders are only accepted subject to the General Terms of Business of Links Broadcast/ SCCI Alphatrack Ltd (hereinafter called the “Supplier”) as detailed below. Purchasers of Supplier’s goods and services will, on accepting delivery, be deemed to have agreed that any printed conditions on their orders or other documents shall be binding where they are not at variance with these terms and conditions. Any Purchaser, who objects to these terms below, must, prior to delivery of goods and services, inform the Supplier of the objections in writing whereupon the order shall be deemed to be cancelled unless any proposed variation is accepted in writing by a Director of the Supplier.
UNAVAILABILITY OF THE SERVICEThe Supplier shall notify the Customer forthwith if it becomes aware of any fault or potential fault that will make the Service unavailable. In the event that any part of the Service is unavailable, the Supplier will use its best endeavours to procure alternative connectivity to ensure continued transmission of the affected service.
The Service will be regarded as “Unavailable” in the following circumstances:
Any failure of the Service;Any degradation of the Service such that Transmission received at the applicable venue falls below the Standards; During any routine or emergency testing or maintenance. The Supplier agrees that it shall not carry out routine testing and maintenance during the Transmission of Programmes.
“Unavailable” and “Unavailability” will be construed accordingly:
For the avoidance of doubt, the Service shall not be regarded as Unavailable during any periods where the Feed is unavailable or degraded (other than where such unavailability or degradation is due to any act or omission of the Supplier or of its subcontractors or agents).Periods of Unavailability will be measured from the time such Unavailability begins and shall continue until the time the Service is fully restored to the agreed Standards. If the Parties are unable to agree reasonably on the length of period of Unavailability, the satellite operator’s records (which the Company shall be under a duty to obtain) shall be used to confirm such period. The Parties agree that where a Feed is Unavailable for more than 20 (twenty) minutes (either consecutively or in the aggregate over the full Transmission Period) then Customer shall be entitled to be paid a service credit equal to 50% (fifty per cent) of the Fees applicable to the affected Uplink Service (the “Service Credit Payment”). The Supplier acknowledges and agrees that the Service Credit Payment is a price adjustment to reflect the difference in the value to the Customer of Uplink Services actually received by Customer and is not a pre-estimate of the loss that Customer may suffer or incur by reason of any Unavailability and that furthermore.
PRICESCharges will, unless otherwise specified, be those ruling at date of order acceptance. Quantity rates will apply only to each individual order, orders may not be aggregated to obtain quantity rates. Prices quoted are exclusive of Value Added Tax unless shown. All prices quoted and charged are subject to being made within these terms and in the event of payment being overdue by 60 days or more then such prices are liable to recalculation at the Suppliers schedule of rates current at the end of the 60 days.
In the event that the Purchaser requests the Supplier to supply goods and services to any other company which for the purposes of chapter IV of the Income and Corporation Taxes Act 1988 is deemed to be a member of the same group as the purchase (“the Group Member”) and the Supplier accedes to such request and effects such supply accordingly, the Purchaser hereby agrees to be responsible to the Supplier for the price of all such goods and services as may hereafter be supplied in manner aforesaid by the Supplier to such group member and so that this guarantee is to be a continuing guarantee and the liability of the Purchaser under it shall not be in any diminished or affected by the Supplier giving time or any indulgence to such group member in connection with such supply, nor any release or agreement not to sue, composition or arrangement of any description granted or entered into the Supplier to or with such group member and further, the Purchaser shall be liable to the arrangement of such description granted or entered into by the Supplier in respect of any obligation or liability of any such group member in respect of any such supply as aforesaid as if the Purchaser were a principal in respect of such supply and not a surety in respect thereof.
Such guarantee shall continue until notice of revocation thereof is given by the Purchaser to the Supplier, any such notice to be in writing and to become effective only upon its actual receipt by the Supplier at its office at 14 West Place, West Road, Harlow, Essex, CM20 2GY, but so that no such revocation shall in any way diminish or affect the Purchasers liability to the Supplier in respect of any indebtedness of any such group member incurred as aforesaid by reason of any supply effected by the Supplier or contracted prior to receipt of such notice.
ORDERSOrders made by telephone must be confirmed in writing before delivery. Written orders (including e-mail) will be acted on immediately. All orders shall be subject to the General Terms of Business then current. The acceptance of orders shall be subject to the Purchaser’s credit worthiness as determined by the Supplier.
The Supplier may, in its sole discretion, limit, modify or cancel the credit of the Purchaser both as to time and amount, and the Supplier shall have the right to cancel any orders placed by the Purchaser or refuse or delay shipment if the Purchaser shall fail to meet payment schedules or other creditor financial requirements established by the Supplier from time to time. Such cancellations, refusal, or delay shall not constitute termination or breach of any order, contract or agreement by the Supplier.
DELIVERYAny dates given for delivery are estimates only and the Company shall not be responsible for any delays. Any delays will be notified to the Purchaser no less than 7 days before the installation date or as soon as possible should the delay occur within 7 days of the installation date and is not the fault of the Supplier.
PAYMENTSUnless the Company shall have previously agreed in writing with the Purchaser that the goods and services shall be supplied on credit, payment for the goods shall be made in full by the Purchaser prior to the goods leaving the Company’s premises by credit card, cleared funds, or such other method that may be made by the Company.
Where the Company has agreed to supply the goods and services on credit, the Company has agreed with the Purchaser to invoice for the provision of goods and services in full upon completion of the installation. The Purchaser agrees to pay in full within 30 days of the invoice date not withstanding that the property in the goods or services has not passed to the Purchaser.
The time of the payment of the price shall be the essence of the contract. If the Purchaser fails to make payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to:
Cancel the contract or suspend any further deliveries or suspend services to the Purchaser, or require the provision of such financial security as the Company may deem necessary before making further supply.Appropriate any payment made by the Purchaser to such of the goods or services as the Company may think fit (notwithstanding and purported appropriation by the Purchaser). Charge interest for late payment from the due date until payment in cleared funds is received by the Company at 4% per annum over the base rate for the time being of Barclays Bank PLC such interest to accrue on a daily basis and be payable on demand and after as well as before judgement. Charge the Purchaser all the costs incurred by the Company for recovering the debt from the Purchaser. The Purchaser shall not be entitled to delay or withhold payment on account of any of any alleged claim.
TITLE TO THE GOODS AND SERVICE Until the Supplier has been paid in full for goods and services comprised in the order or in any other sales contract between the Supplier and Purchaser or until title to goods and services is in terms relinquished to the Purchaser by the Supplier in writing under the personal hand of a Director of the Supplier:
The goods and services comprised in the order remain the Supplier’s property and the Supplier retains the right to dispose of the goods and services or any of them.The Supplier may repossess (and for this purpose follow or trace) the goods and services at any time from the Purchaser, if in his possession, if the Supplier considers that the amount outstanding is in excess of the credit limit and overdue for payment. The Supplier, its servants and agents may enter the Purchaser’s premises where the Supplier has reason to believe any of the goods and services are situated. The Purchaser as bailee undertakes to keep the goods and services safe and in good order and condition and shall not amend, obliterate or remove the identification marks on the Suppliers property. Should the Purchaser have passed the goods and services or any of them to a third party (or have incorporated them to work for a third party) this will be deemed to have been done as the Suppliers agent only and any sums received by the Purchaser in respect of such goods and services or such work shall be held in trust for the Supplier until all sums due to the Supplier are discharged. Upon the commission of an act of bankruptcy by an individual Purchaser the immediate right to possession of the goods and services shall forthwith automatically re-invest the Supplier. All costs (including legal fees) occasioned in the recovery of goods and services shall be paid by the Purchaser.
WARRANTY All product warranty applies only to the first customer purchase from the Supplier or its Dealer/Distributors and where the goods and services are covered by warranty the terms of such warranty shall be deemed to be part of these conditions. Any such product warranties shall be affixed to these Terms and Conditions in the form of an appendix.
The Supplier warrants all goods and services to be free from defects in material and workmanship under normal use provided the goods and services have been operated in accordance with instruction manual. The commencement date for all warranties is the date of delivery to the customer from the Supplier or its Dealer/Distributor. The Supplier makes no other warranty, express or implied with respects to goods and services, their marketability, quality or fitness for any particular use or purpose. In particular but without prejudice to the general provisions of these conditions no responsibility is assumed for incidental or consequential damages by reason of any warranty express or implied.
CLAIMSMay be made subject to the Purchaser:
Examining the goods and services on their delivery for any obvious damage or shortage and reporting any damaged or short delivery in writing to both the Supplier and the carrier within three days of the delivery date.Reporting non delivery by e-mail/fax or by phone (and confirmed in writing) to the Supplier within 10 days of the invoice date or expected delivery date. If the Purchaser fails to give notice or to report in accordance with these terms or shall deal with the goods and services in any manner or if there shall be any conduct by the Purchaser inconsistent with rejection of the goods and services, then the goods and services of the quality specified in the contract shall be deemed to have been delivered to the Purchaser. No claims or rejection properly made pursuant to these conditions of sale in respect of any part delivery of goods and services shall be a ground for cancellation of the contract or order.
SPECIFICATION OF GOODSThe Company shall not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specification or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will use its reasonable endeavours to advise the Purchaser of any such impending variation as soon as it receives any notice thereof from the manufacturer.
Unless otherwise agreed, the goods or services are supplied in accordance with the manufacturer’s standard specification as these may be improved, substituted or modified. The Company reserves the right to increase its quoted or listed price, or to charge accordingly in respect of any orders accepted for goods or services of non standard specifications and in no circumstances will it consider cancellation of such orders or the return of the goods or services.
RIGHT OF CANCELLATION BY LINKS BROADCAST/SCCI ALPHATRACK LTDWill become operable if the Purchaser should fail to meet his obligations as they fall due for any reason or if any distress or execution shall be levied upon the Purchaser’s property or if the Purchaser shall commit an act of bankruptcy or being a limited company any resolution or petition to wind-up its business shall be passed or presented (excepting winding up for the end purposes of reconstruction) or if a receiver of such Company’s undertaking property or assets shall be appointed.
FORCE MAJEUREThe Supplier shall not be responsible or liable for its failure to perform its obligations if such failure is beyond the control of the Supplier, or beyond the control of the suppliers of the Supplier whether caused by acts of God, unavailability or shortage of materials or energy necessary to produce and/or deliver products by usual modes of transportation, fire, flood, war, embargo, strikes, labour disputes, explosions, riots, laws, rules, regulations, restrictions or orders of any governmental authority, or any other cause, other than financial, beyond the control of the Supplier or its suppliers.
INDEPENDENT CONTRACTORThe relationship between the Company and the Purchaser is that of independent contractor. Neither party is the agent of the other and neither party has any authority to make any contract or incur any obligation expressly or implied for the other party, without that party’s prior written consent for express purposes connected with the performance of this Agreement.
ARBITRATIONIn the event of any dispute not settled by the parties it shall be submitted in London in accordance with and subject to the provisions of the Arbitration Act 1950 (or any amendment or re-enactment thereof currently in force). The contract shall be governed by and construed in accordance with English Law including statute .