SECTION A: CONDITIONS APPLYING TO ALL GOODS AND SERVICES SUPPLIED:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Conditions, the following words and phrases have the following
meanings:
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Conditions: these terms and conditions as amended from time to time in accordance
with Clause 15.8.
Contract: the contract between the Supplier and the Customer for the supply of
Goods and/or Services in accordance with these Conditions.
Customer: the person or firm which purchases the Goods and/or Services from
the Supplier.
Deliverables: the deliverables set out in the Order (if applicable).
Force Majeure Event: any event or circumstance which is beyond the reasonable control of the
affected party, including, but not limited to, flood, lightning,
subsidence, terrorist act, fire or war, failure or shortage of power
supplies, industrial action of any kind (not involving the employees of the
affected party), the actions of any governmental, regulatory, judicial or
statutory authority or the actions of any of the emergency services.
Goods: the goods (or any part of them) set out in the Order or any other goods
(including spare parts) which are provided by the Supplier to the Customer
in the course of providing the Services.
Goods Specification: the specification for the Goods (if any) that is provided by the Supplier
to the Customer in the Quotation.
Order: the Customer’s order for the Goods and/or Services, as set out in a
purchase order form or as evidenced by the Customer’s written acceptance of
the Quotation.
Quotation: the quotation provided by the Supplier to the Customer setting out the
details of the Goods and/or Services to be provided under the Contract and
the charges payable by the Customer for such Goods and/or Services.
Services: the services, including any Deliverables, to be supplied by the Supplier
to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services (if any) that is
provided by the Supplier to the Customer in the Quotation.
Supplier: Elan Fire & Security Systems Limited registered in England and Wales
with company number 14473631 and/or any of its subsidiaries.
1.2 Interpretation
1.2.1 A person includes a natural person, corporate or
unincorporated body (whether or not having separate
legal personality).
1.2.2 A reference to a statute or statutory provision is a reference to it
as amended or reenacted. A reference to a statute or statutory provision
includes all subordinate legislation made under that statute or
statutory provision.
2 BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or
Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier
communicates acceptance to the Customer. The Supplier may communicate its
acceptance by either: (i) issuing written acceptance of the Order; or (ii)
commencing the supply of the Goods and/or Services, at which point and on
which date the Contract shall come into existence ( Commencement Date).
2.3 No Order which has been accepted by the Supplier may be cancelled by the
Customer except with the agreement in writing of the Supplier and on the
condition that the Customer shall indemnify the Supplier in full against
all loss, costs, damages, charges and expenses incurred by the Supplier as
a result of the cancellation.
2.4 Any samples, drawings, descriptive matter or advertising issued by the
Supplier and any illustrations or descriptions of the Services contained in
the Supplier’s catalogues or brochures or on its website are issued or
published for the sole purpose of giving an approximate idea of the
Services and/or Goods described in them. They shall not form part of the
Contract or have any contractual force.
2.5 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.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is
only valid for a period of 28 Business Days from its date of issue.
Quotations given that are not subject to a survey may alter in cost.
2.7 These Conditions shall apply to the supply of both Goods and Services
except where application to one or the other is specified.
3 GOODS
The Goods are described in the Goods Specification. The Supplier, acting
reasonably, reserves the right to amend the Goods Specification if required
by any applicable statutory or regulatory requirement, and the Supplier
shall notify the Customer in any such event.
4 DELIVERY OF GOODS
4.1 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).
4.2 Delivery of the Goods shall be completed on the unloading of the Goods at
the Delivery Location or, if the Supplier is providing installation
services in respect of the Goods as part of the Services, upon
their installation.
4.3 Any dates quoted for delivery and/or installation of the Goods are
approximate only and the time of delivery is not of the essence. The
Supplier shall not be liable for any delay in delivery of the Goods that is
caused by a Force Majeure Event or the Customer’s failure to provide the
Supplier with adequate delivery instructions.
4.4 If the Customer fails to accept delivery of the Goods within five Business
Days of the Supplier notifying the Customer that the Goods are ready then,
except where such failure or delay is caused by a Force Majeure Event or by
the Supplier’s failure to comply with its obligations under the Contract:
4.4.1 delivery of the Goods shall be deemed to have been completed at 9.00
am on the fifth Business Day following the day on which the Supplier
notified the Customer that the Goods were ready; and
4.4.2 the Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses
(including insurance).
4.5 If ten Business Days after the Supplier notified the Customer that the
Goods were ready for delivery the Customer has not accepted delivery of
them, the Supplier may resell or otherwise dispose of part or all of the
Goods and, after deducting reasonable storage and selling costs, charge the
Customer for any shortfall.
5 QUALITY OF GOODS
5.1 The Supplier warrants that on delivery, and for a period of 12 months from
the date of delivery (Warranty Period), the Goods shall:
5.1.1 conform in all material respects with 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, the Supplier shall, at its option, repair or replace
defective Goods, or refund the price of defective Goods in full if:
5.2.1 the Customer gives notice in writing during the Warranty Period and
within a reasonable time of discovery (and is then able to demonstrate to
the Supplier’s reasonable satisfaction) that any Goods do not comply with
the warranties 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 Supplier’s cost.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the
warranties in Clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving a
notice in accordance with Clause 5.2;
5.3.2 the defect arises because the Customer failed to follow the
Supplier’s oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are none) good
trade practice;
5.3.3 the Customer interferes, alters or repairs or permits any third party
to interfere, alter or repair such Goods without the written consent of the
Supplier; or
5.3.4 the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal working conditions.
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
warranties in Clause 5.1. The Customer acknowledges that the Goods are not
for resale and any resale of the Goods by or on behalf of the Customer
shall immediately invalidate the warranties in Clause 5.1.
6 TITLE AND RISK
6.1 Risk in the Goods shall pass to the Customer on completion of delivery in
accordance with Clause 4.2.
6.2 Title to the Goods shall not pass to the Customer until the Supplier
receives payment in full (in cash or cleared funds) for the Goods.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 not remove, deface or obscure any identifying mark relating to
the Goods;
6.3.2 maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price on the Supplier’s behalf from the
date of delivery; and
6.3.3 notify the Supplier immediately if it becomes subject to any of the
events listed in Clause 12.2.4.
7 SUPPLY OF SERVICES
7.1 The Supplier shall supply the Services to the Customer in accordance with
the Service Specification in all material respects, and in accordance with
the Regulatory Reform (Fire Safety) Order 2005 and any subsequent or
amendment laws or regulations and then current British Standards.
7.2 The Customer acknowledges and accepts that the Supplier may replace the
Goods when providing the Services as necessary to ensure continued
compliance with any applicable law or regulatory requirement, including
then current British Standards.
7.3 The Supplier shall use reasonable endeavours to meet any performance dates
for the Services specified in the Order, but any such dates shall be
estimates only and time shall not be of the essence for the performance of
the Services.
7.4 The Supplier reserves the right to amend the Service Specification when
providing the Services if necessary to comply with then current British
Standards, any applicable law or regulatory requirement, or if the
amendment will not materially affect the nature or quality of the Services.
7.5 The Supplier shall comply with all applicable laws, including but not
limited to, the Data Protection Act 2018 or any successor legislation, as
well as the General Data Protection Regulation ((EU) 2016/679) and any
other directly applicable European Union regulation relating to data
protection and privacy (for so long as and to the extent that the law of
the European Union has legal effect in the UK). For further information on
the Supplier’s use of any Customer data, please see the Supplier’s data
privacy policy at https://www.elansecurity.comprivacy-policy/
7.6 The Supplier warrants to the Customer that the Services will be provided:
7.6.1 using reasonable care and skill in accordance with good industry
practice for the fire prevention services industry in the United
Kingdom; and
7.6.2 in such a way as to ensure compliance with the Regulatory Reform
(Fire Safety) Order 2005 and any subsequent or amendment laws or
regulations and current British Standards.
8 CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
8.1.1 ensure that the terms of the Order 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, its employees and subcontractors, with access
to the Customer’s premises 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 in order to supply the Services, and ensure
that such information is complete and accurate in all material respects;
8.1.5 prepare the Customer’s premises for the supply of the Services in
accordance with the instructions of the Supplier;
8.1.6 ensure that the Customer’s premises are operated and maintained in
accordance with any applicable laws and regulations, including then current
British Standards;
8.1.7 telephone (and not email) the Supplier’s customer service team
for emergency callouts. Non emergency callouts will be accepted via our support email address;
8.1.8 obtain and maintain all necessary licenses, permissions and consents
which may be required for the Services before the date on which the Services are
to start;
8.1.9 comply with all applicable laws, including health and safety laws;
8.1.10 comply with any additional obligations as set out in the Service
Specification and/or the Goods Specification (if applicable); and
8.1.11 comply with any instructions of the Supplier regarding the
inspection and maintenance of its fire safety equipment.
8.2 If the Supplier’s performance of any of its obligations under the Contract
is prevented or delayed by any act or omission by the Customer or failure
by the Customer to perform any relevant obligation ( Customer Default):
8.2.1 without limiting or affecting any other right or remedy available to
it, the Supplier shall have the right to suspend performance of the
Services until the Customer remedies the Customer Default, and to rely on
the Customer Default to relieve it from the performance of any of its
obligations in each case 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 from the Supplier’s
failure or delay to perform any of its obligations as set out in this
Clause 8.2; 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 from the Customer Default.
9 CHARGES AND PAYMENT
9.1 The price for Goods and Services 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 as at the date of delivery.
9.1.1 A deposit may be required and until received we reserve the right to not order any equipment or schedule in any works until such time that the requested deposit is received.
9.2 The Supplier, acting reasonably, reserves the right to vary its prices for
the Services prevailing from time to time to reflect any material increase
in external costs incurred by the Supplier or in its own overheads, or to
meet new legislation standards and compliance. The Supplier shall provide
the Customer with as much advance notice of any such variations as is
reasonably practicable in the circumstances. Without prejudice to the
foregoing, the prices for the Services shall increase on an annual basis
with effect from each anniversary of the Commencement Date in line with the
percentage increase in the Retail Prices Index in the preceding 12-month
period and the first such increase shall take effect on the first anniversary of the
Commencement Date.
9.3 In respect of Goods and Services, the Supplier shall invoice the Customer
in accordance with the Purchase Order.
9.4 The Customer shall pay each invoice submitted by the Supplier:
9.4.1 within 30 days of the date of the invoice or in accordance with any
alternative payment terms agreed by the Supplier and confirmed in writing
to the Customer;
9.4.2 in full and in cleared funds to the bank account nominated in writing
by the Supplier;
9.4.3 and time for payment shall be of the essence of the Contract.
9.5 If the Customer fails to make a payment due to the Supplier by the due date
for payment, then without limiting the Supplier’s other remedies, the
Customer shall pay interest on the overdue sum from the due date until
payment of the overdue sum, whether before or after judgement. Interest
shall accrue each date at 4% a year above the Bank of England’s base rate
from time to time.
9.6 All amounts payable by the Customer under the Contract are exclusive of
amounts in respect of value added tax or any other applicable sales tax or
duty chargeable from time to time (VAT). 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.
9.7 All amounts due under the Contract shall be paid in full without any
set off, counterclaim, deduction or withholding (other than any deduction or
withholding of tax as required by law).
9.8 All amounts due under the Contract are payable upfront for the term ahead, normally 12 months payable annually, and this cost covers the services provided by the company to the customer throughout the year.
10 CONFIDENTIALITY
10.1 Each party undertakes that it shall not disclose to any person any
confidential information concerning the business, affairs, customers,
clients or suppliers of the other party, except as permitted by
Clause 10.2.
10.2 Each party may disclose the other party’s confidential information:
10.2.1 to its employees, officers, representatives, subcontractors or
advisers who need to know such information for the purposes of carrying out
the party’s obligations under the Contract. Each party shall ensure that
its employees, officers, representatives, subcontractors or advisers to
whom it discloses the other party’s confidential information comply
with this Clause 10; or
10.2.2 as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
10.3 Neither party shall use the other party’s confidential information for any
purpose other than to perform its obligations under the Contract.
11 LIMITATION OF LIABILITY
11.1 The provisions of this Clause 11 set out the entire liability of the
Supplier (including its employees, agents, consultants and subcontractors)
to the Customer and any member of its group, whether such liability arises
in contract, tort (including negligence), misrepresentation, breach of
statutory duty or otherwise.
11.2 Subject to Clause 11.4, the Supplier shall not be liable for:
11.2.1 loss of profits, loss of business, loss or depletion of goodwill,
loss of anticipated savings or any special, indirect or consequential loss
of any nature how so ever arising;
11.2.2 losses arising due to the acts or omissions of any person other than
the Supplier or any of its employees, agents, consultants and
subcontractors, including (without limitation) the Customer and the members
of its group and their respective employees, agents, consultants and
subcontractors, any emergency service or another service provider; or
11.2.3 any other losses arising as a result of circumstances beyond the
Supplier’s reasonable control.
11.3 Subject to Clause 11.4, the Supplier’s total liability under the Contract
shall not exceed the amount of any charges paid by the Customer to the
Supplier under the Contract at the time the liability arises (subject to a
maximum of the three most recent prior years’ aggregate charges)
11.4 Nothing in the Contract limits or excludes the liability of the Supplier
for death or personal injury resulting from the Supplier’s negligence, for
fraud or fraudulent misrepresentation or for any other liability which
cannot be excluded or limited by law.
11.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and
the terms implied 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.
11.6 This Clause 11 shall survive termination of the Contract.
12 TERMINATION
12.1 Without affecting any other right or remedy available to it, either party
may terminate the Contract or cancel any of the Services by giving the
other party one months’ written notice, provided that:
12.1.1 if the Customer terminates or cancels the Contract or part thereof,
by giving less than 12 months’ notice in writing, then the Customer shall
be liable to pay a cancellation fee to the Supplier which shall be
calculated as follows:
12.1.2 a sum equal to the amount of the charges invoiced to the Customer in
the period of 12 months prior to cancellation less 30%; or
12.1.3 if the Contract has then been in force for less than 12 months, a sum equal to the total anticipated charges payable
under the Contract; or
12.1.4 where third party suppliers of services involved in the Contract agreement have been paid for in advance, to ensure that an uniterupted service is supplied to the Customer. In this event a sum equal to the total anticipated charges payable
under the Contract.
12.2 Without affecting any other right or remedy available to it, the Supplier
may terminate the Contract with immediate effect by giving written
notice to the Customer if:
12.2.1 the Customer fails to pay any amount due under the Contract on
the due date for
payment and then fails to make such payment within seven (7) days after
receipt of notice in writing from the Supplier requiring it to do so;
12.2.2 the Customer commits a material breach of its obligations under the
Contract and (if such breach is remediable) fails to remedy that breach
within seven (7) days after receipt of notice in writing from the Supplier
requiring it to do so;
12.2.3 the Customer or any of its holding companies takes any step or
action in connection with its entering administration, provisional
liquidation or any composition or arrangement with its creditors (other
than in relation to a solvent restructuring), being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing
to carry on business or, if the step or action is taken in another
jurisdiction, in connection with any analogous procedure in the
relevant jurisdiction;
12.2.4 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.2.5 the Customer’s financial position deteriorates to such an extent
that in the Supplier’s reasonable opinion the Customer’s capability to
adequately fulfil its obligations under the Contract has been placed
in jeopardy.
13 CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract, the Customer shall immediately pay to the
Supplier in full and cleared funds all of the Supplier’s outstanding unpaid
invoices and any sums due to third parties incurred on the Customer’s
behalf. In respect of Goods and Services supplied for which no invoice has
been submitted, the Supplier shall submit an invoice, which shall be
payable by the Customer immediately on receipt. The Customer shall return
all of the Supplier Materials and any Deliverables or Goods which have not
been fully paid for. If the Customer fails to do so, then the Supplier may
enter the Customer’s premises and take possession of them. The supplier may
also remotely disable and/or disconnect the system from any third party
monitoring and management systems. Until they have been returned, the
Customer shall be solely responsible for their safe keeping and will not
use them for any purpose not connected with this Contract.
13.2 Termination of the Contract shall not affect any rights, remedies,
obligations and liabilities of the parties that have accrued up to the date
of termination, including the right to claim damages in respect of any
breach of the Contract which existed at or
before the date of termination.
13.3 Any provision of the Contract that expressly or by implication is intended
to have effect after termination shall continue in full force and effect.
13.4 Any systems passwords and/or codes remain confidential to the supplier, and
will not be released until any amount due under the Contract is setted in
full.
14 FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for delay in
performing or failure to perform, any of its obligations under the Contract
if such delay or failure results from a Force Majeure Event.
15 GENERAL
15.1 Assignment and other dealings
15.1.1 The Supplier may at any time assign, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any or all
of its rights and
obligations under the Contract.
15.1.2 The Customer shall not assign, transfer, mortgage, charge,
subcontract, declare a trust over or deal in any other manner with any of
its rights and obligations under the Contract without the prior written
consent of the Supplier, which shall not be unreasonably withheld
15.2 Notices
15.2.1 Any formal notice given to a party under or in connection with the
Contract shall be in writing and shall be delivered by hand or by
pre-paidfirst-classpost or other next working day delivery service at its
registered office (if a company) or its principal place of business (in any
othercase).
15.2.2 Any formal notice shall be deemed to have been received: if
delivered by hand, on signature of a delivery receipt or at the time the
notice is left at the proper address; if sent by pre-paid first-class post
or other next working day delivery service, at 9.00 am on the second
Business Day after posting or at the time recorded by the delivery service.
15.2.3 Any communication other than a formal notice given to a party under
or in connection with the Contract shall be in writing and may be via email.
15.3 Severance
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. If such modification is
not possible, the relevant provision or part-provision shall be deemed
deleted. 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.
15.4 Waiver
A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any
subsequent breach or default. A failure or delay by a party to exercise any
right or remedy provided under the Contract or by law shall not constitute
a waiver of that or any other right or remedy, nor shall it prevent or
restrict any further exercise of that or any other right or remedy. No
single or partial exercise of any right or remedy provided under the
Contract or by law shall prevent or restrict the further exercise of that
or any other right or remedy.
15.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish
any partnership or joint venture between the parties, represent either
party as the agent of the other, or authorise either party to make or enter
into any commitments for or on behalf of the other party.
15.6 Entire agreement
15.6.1 The Contract constitutes the entire agreement between the parties
and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between them,
whether written or oral, relating to its subject matter.
15.6.2 Each party acknowledges that in entering into the Contract it does
not rely on, and shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in the Contract. Each party agrees that it
shall have no claim for innocent or negligent misrepresentation based on
any statement in the Contract.
15.6.3 Nothing in this clause shall limit or exclude any liability
for fraud.
15.7 Third parties rights
The Contract does not give rise to any rights under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term of the Contract.
15.8 Variation
15.8.1 Except as set out in these Conditions, no variation of the Contract
shall be effective unless it is agreed in writing and signed by the parties
(or their authorised representatives).
15.8.2 From time to time, the Supplier may need to make changes to these
Conditions to reflect current market practice for the fire safety or
security industry. Such changes shall not require the consent of the
Customer but shall be notified by the Supplier to the Customer in writing.
15.9 Governing law
The Contract and any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with the law of
England and Wales.
15.10 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with
the Contract or its subject matter or formation.
SECTION B: SPECIFIC TERMS APPLYING TO THE INSTALLATION OF NEW SYSTEMS BY
THE SUPPLIER OR THE MAINTENANCE AND MONITORING OF LEGACY SYSTEMS BY THE
SUPPLIER:
16 SECTION B DEFINITIONS
16.1 Definitions
In this Section B, the following words and phrases have the following
meanings:
Alarm Receiving Centre: means the place to which signals are transmitted from the System or Legacy
System and are monitored.
Handover Date: means the date of installation for new Systems and for Legacy Systems this
is the date the Supplier agrees to recommission the Legacy System or
conducts a satisfactory Take Over.
Legacy System: means all equipment (and any part of it) which has previously been
installed for the Customer by a third party.
System : means all equipment (and any part of it) which the Supplier installs for
the Customer at any time.
Take Over : means where the Supplier carried out an initial test of a Legacy System
to ensure all equipment is operating correctly.
16.2 Installation and maintenance
16.2.1 The Supplier shall endeavour to conceal the cabling within the
fabric of the building. Where this is not possible, the Supplier shall
endeavour to use suitable plastic or metal containment and surface
clipping.
16.2.2 The Supplier will carry out all routine inspection visits during
normal working hours. The Supplier may also carry out routine maintenance
or service on the occasion of an emergency call
out/breakdown/installation visit.
16.2.3 The Supplier’s employees or agents may stop work if they are of the
view that the Customer’s site is unsafe and they are at risk of death or
personal injury. For the avoidance of doubt, this shall not excuse the
Customer from any payment obligations under the Contract.
16.2.4 Where a System or Legacy System is maintained by the Supplier:
16.2.4.1 the Supplier will provide preventative maintenance inspection and
testing including labour costs only. Replacement parts, equipment,
emergency call outs or labour other than that required to carry out
preventative maintenance are not included, unless specifically stated in
the service level stated on the Quotation;
16.2.4.2 the Supplier shall provide a 24 hour emergency call out service but reserves the right to only attend a
reported fault where the Customer cannot set the System or Legacy System,
stop the sounders from sounding or in an emergency situation, as deemed by our engineering staff.
16.3 Legacy Systems
16.3.1 Where a manufacturer operates a closed protocol the Supplier shall
require full access codes and may have to liaise with the manufacturer to
service a Legacy System. The Customer must ascertain all user and engineer
codes before commencement, otherwise the Supplier reserves the right to default the Legacy System or
to require attendance of the manufacturer or installer and additional charges may apply.
16.3.2 Unless the Customer advises otherwise, the Supplier is entitled to
assume that the Legacy System and its
associated wiring and cabling, already comply with all applicable laws,
regulations and standards and is in full working order ( Installation Standard).
16.3.3 If a Takeover is not carried out, the Supplier:
16.3.3.1 cannot confirm that all parts of the Legacy System are in full working order;
16.3.3.2 reserves the right to carry out a full test of the Legacy System at any time and to give the Customer a quotation as set
out in 16.3.4.1 below;
16.3.3.3 is only required to inspect part of the Legacy System during each routine inspection visit; as a result, all
parts of the Legacy System shall not be inspected until 12 months have elapsed from the Handover Date, unless a Take Over is carried out; and
16.3.3.4 cannot confirm whether cables and wiring installed within the fabric of the site or buried underground by a third party conforms to Installation Standard.
16.3.4 If the Customer requires the Supplier to carry out a Take Over of a Legacy System and additional works are required to ensure the Legacy System
meets the Installation Standard:
16.3.4.1 the Supplier shall give the Customer a separate quotation detailing the work needed and applicable charges; and
16.3.4.2 the Takeover shall only be complete when the recommended works have been completed to the satisfaction of the Supplier.
16.3.5 The Supplier shall not be responsible for inherent defects in a Legacy System which it has not maintained or monitored.
16.3.6 The warranty given above in clause 5.1, shall not apply to Legacy Systems.
16.4 Monitoring
16.4.1 Where the System or Legacy System is monitored by the Supplier,
there may be a delay in the Handover Date while:
16.4.1.1 the telecommunication links between the Customer’s site and the Alarm Receiving Centre are set up and activated; and
16.4.1.2 the test period set by the police or another authority is completed to their satisfaction. During this period,
the Supplier’s ability to respond to signals the Supplier receives from the
System at the Alarm Receiving Centre will be limited and the Supplier shall not
be responsible for any part of the Services which it is not able to
provide. Thereafter the Supplier will monitor
the signals from the System or the Legacy System at the Alarm Receiving Centre.
16.4.2 Keyholder forms are provided which must be completed and returned to
the Supplier as soon as possible. In the absence of keyholder details the police, fire service or other authority
will refuse to allocate a unique reference number to the System or Legacy
System and consequently, the Alarm Receiving Centre will be unable to
transmit alarm activation signals from the System or Legacy System to the
relevant authority.
16.4.3 The Customer must keep keyholder information up to date and must
inform keyholders that the Supplier will contact them.
16.4.4 If the Customer does not have/keep the approval of the police, fire
service or other authority, the Supplier shall only provide that part of
the Services which does not require such approval. The Customer must also:
16.4.4.1 make any necessary agreement with these authorities;
16.4.4.2 provide any information they require and advise of any changes;
16.4.4.3 pay for the relevant approval or permission;
16.4.4.4 meet the requirements of any of these authorities at all time to maintain their approval; and
16.4.4.5 write to the Supplier immediately if any approval is amended or ends.
16.4.5 Where the System or the Legacy System is monitored by the Supplier
it is recommended that the Customer uses an enhanced signalling system
which is designed to detect telephone line faults, cuts or tampering.
16.4.6 Where the System or Legacy System is not monitored by the Supplier,
the System or Legacy System will sound upon the triggering of the alarm but no signal will
be transmitted to the Alarm Receiving Centre.
16.5 Extra Charges
16.5.1 The Customer shall be responsible for the following:
16.5.1.1 any additional charges from third parties for work done or time spent, including but not limited to,
telecommunications agencies and police and/or fire authorities, in
connection with the installation or operation of the
System or Legacy System;
16.5.1.2 installation and rental charges for connection facilities between the System or Legacy System and the Alarm Receiving
Centre, where the System or Legacy System is being monitored by the
Supplier;
16.5.1.3 the Supplier’s extra charges at the Supplier’s standard rates for labour and materials where additional work is required
outside of the scope of the Quotation.
16.5.2 In the event that installation of the System is not completed within
a 3 month period of the date of the Contract, the Supplier reserves the
right to increase its charges where its material and labour costs have increased.
16.5.3 Where installation of the System takes more than one month, the
Supplier reserves the right to submit interim invoices, based on the amount
of work completed and/or amount of equipment delivered to the
Customer’s site.
16.5.4 If the Supplier holds materials for the Customer, it reserves the right
to invoice the Customer for the full amount prior to supply.