Acceptance
1) The Customer's offer to purchase the system shall remain irrevocable for a period of 21 days from the date hereof. Turnkey Telecom shall be deemed to accept the terms and conditions of this agreement unless it notifies the customer in writing within 21 days hereof.
Price and Payment
2a) Prices stated overleaf are the prices in force on the date hereof. Prices payable will be those in force on the date of delivery to the customer. Turnkey Telecom reserves the right to adjust the prices to reflect any variations in the rate of exchange and any duties at the date of despatch of the equipment to the purchaser.
2b) Interest is payable on overdue accounts at the rate of 5% above the basic rate of National Westminster Bank Plc calculated from the date of the invoice to the date payment is received by Turnkey Telecom.
Termination
3a) Without prejudice to Turnkey Telecom's other legal rights and remedies Turnkey Telecom shall be entitled to treat this agreement as repudiated by the Customer if the Customer fails to pay the full price when due or is in breach of any provision hereunder. Non-enforcement as above by Turnkey Telecom shall not be deemed as a waiver of its rights by Turnkey Telecom, which may be enforced unless the Customer remedies any breach.
3b) Without prejudice to Turnkey Telecom's legal rights above, if the customer enters into liquidation, whether voluntary or compulsory, has receiver or administrator appointed over the whole or part of it's assets or enters into any scheme of administration with its creditors, this agreement shall terminate automatically on the occurrence of any such event as aforesaid.
Title
4a) Title in any equipment supplied by Turnkey Telecom under this agreement shall remain in Turnkey Telecom whether or not possession has been passed to the customer until the purchase price has been paid by the customer in full and until such payment is received the customer shall hold such consignment on a fiduciary basis and as a bailee for Turnkey Telecom (returning the same to Turnkey Telecom immediately on request) and the customer shall store the same at no cost to Turnkey Telecom in such a way that such consignment is closely identifiable as belonging to Turnkey Telecom.
4b) The customer shall notwithstanding sub-clause 4a above shall be entitled to sell any equipment supplied hereunder in its own name and in the usual and ordinary course of business provided that in the event of the customer failing to deliver the same up to Turnkey Telecom when requested or on the occurrence of any event referred to in clause 3 above Turnkey Telecom is hereby irrevocably authorised to enter forthwith onto the customers premises and repossess and remove such equipment consigned and the customer shall be responsible for the costs of Turnkey Telecom of so doing.
4c) Notwithstanding the above, any risk of damage or destruction to the equipment delivered to the customer shall be borne by the customer. Without prejudice to the foregoing, Turnkey Telecom shall have a general and particular lien over any equipment supplied under this agreement between the parties hereto where any of the purchase price remains unpaid.
Installation
5) The customer (at its own expense) shall be responsible for all proper accommodation and facilities including proper environmental conditions and the correct consistent supply of power as recommended by Turnkey Telecom for the operation of the equipment supplied hereunder.
Delivery
6a) There is no specified delivery date. The customer shall accept delivery hereunder within a reasonable period from the date hereof. Turnkey Telecom shall not be liable for non-delivery caused by circumstances beyond its reasonable control.
6b) This agreement is independent of any other agreements and the customer shall be bound by the terms hereof notwithstanding the non-performance or non-delivery of services or equipment by Turnkey Telecom, third parties or the customer necessary for the operation of the equipment supplied hereunder.
Software
7) Any software supplied by Turnkey Telecom (or any of its current subsidiaries) to the customer for use with the equipment supplied hereunder shall be subject to the terms and conditions of Turnkey Telecom (or any of its current subsidiaries) current standard software support contract, the performance whereof shall not in any circumstances affect the liabilities of the customer hereunder.
Accessories
8a) Any accessories supplied by Turnkey Telecom (or any of its current subsidiaries) to the customer from time to time when available shall be supplied under Turnkey Telecom's (or such subsidiaries) terms and conditions and prices then prevailing and shall not form part of this agreement.
8b) Turnkey Telecom shall not be held responsible for the failure in the performance of any equipment sold hereunder whereby accessories used by the customer do not conform to Turnkey's specifications or where the equipment supplied hereunder is used in any manner other than that recommended by Turnkey Telecom.
Cancellation
9) If the customer purports to cancel this agreement, the customer shall be liable to fully compensate Turnkey Telecom for all actual, contingent or anticipated expenses and loss of profit incurred or to be incurred by Turnkey Telecom hereunder. If such amount should not have been agreed within one month of the customer's purported cancellation, the customer shall pay Turnkey Telecom 40% of the purchase price.
Leasing
10a) If the customer enters into any financial arrangement with a third party whereby it is intended that the title of the equipment supplied hereunder shall pass to such third party, the customer shall, notwithstanding any arrangement to the contrary, remain liable to Turnkey Telecom under the terms and conditions of this agreement. The payment in full by any third party to Turnkey Telecom of the purchase price hereunder shall be a full discharge to the customer of its obligation to pay such purchase price to Turnkey Telecom.
10b) If for any reason whatsoever the customer's arrangements for financing the purchase of the equipment shall be frustrated, the terms and conditions hereof shall remain in full force and effect as between the customer and Turnkey Telecom.
Liabilities
11) Turnkey Telecom's liability hereunder shall be limited to death or physical injury caused by the negligence of Turnkey Telecom or it's employees and Turnkey shall not be liable for any other direct or indirect loss of profits howsoever or whenever caused and of whatsoever nature, save to the extent that any such losses cannot be excluded by law.
12) No liabilities, obligations, warranties, conditions or undertakings, statutory or otherwise, implied or expressed, shall be deemed to be included in this agreement, save those which cannot be excluded by law.
13) Turnkey Telecom shall not be liable to in contract, tort or otherwise for direct or consequential loss or damage or injury in connection with or arising out of possession, operation, use, malfunction or modification or equipment or services supplied hereunder save as provided herein and the customer shall indemnify Turnkey Telecom in respect of any claim for loss, damage or injury to any person or property or for any other loss directly or indirectly occasioned by or arising from the possession, operation or use of the equipment supplied hereunder or arising from the malfunction or modification of the equipment by the customer.
14) In the event of out of box failure we will arrange for the faulty equipment to be returned to base, if a fault is found we will replace the unit, Turnkey Telecom will incur all transport costs, we do not offer refunds.
Law
14) This agreement shall be governed by the laws of England and the parties hereto agree to submit to the jurisdiction of the English courts
15) This agreement shall only be remedied by written agreement by the parties hereto.
16) The customer hereby accepts that any terms and conditions purported to be incorporated in this agreement set out on any of the customer's purchase order or other forms of shall not apply to this agreement save those supplied by Turnkey Telecom.
17) Any notice required to be given to any party under the terms of this agreement shall be given by registered letter to the address set out overleaf and any such notice shall be deemed to be delivered within 2 days of such posting.
