Standard Terms & Conditions for the Supply of Goods and Services

1. Interpretation

In these Conditions:

1.1 “Seller” means CIS Services Ltd.

1.2 “Buyer” or “Customer” means the person, company or firm whose written order for the goods is accepted by the Seller.

1.3 “Contract” means the contract for the “Supply of Goods and Services” or an “Installation” or “Maintenance”.

1.4 “Writing” and any similar expression, includes facsimile transmission and comparable means of communication, including electronic mail.

2. Basis of Sale

2.1 Contracts and orders are accepted only subject to the Sellers General Supply of Goods and Services as set out herein and the sellers Assumptions, Exemptions and Restrictions (if any) as stated on the Proposal and the Buyer shall be bound by such Conditions. No modification or variation of these Conditions or the particulars contained in the Seller’s acceptance shall be binding on the seller unless expressly accepted by the Seller in Writing. Unless so agreed any qualification thereof or terms stipulated in the Buyer‘s own order forms shall be inapplicable.

2.2 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods and Services which is not confirmed in Writing by the Seller is followed or acted on entirely at the Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

/p>2.3 Any typographical, clerical or other error or omission in any sales literature, proposal, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without liability on the part of the Seller.

2.4 Words in the singular include the plural and words in the plural include the singular: a reference to one gender includes a reference to the other gender.

3. Orders and Specification

3.1 The Seller reserves the right to make any changes in the specification of the Goods and Services which are required to conform with any applicable statutory or E.U. requirements or, where the Goods and Services are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s literature or brochures are published and issued for the sole purpose of giving an approximate idea of the goods described in them and do not form part of the Contract.

3.3 No order which has been accepted by the Seller may be cancelled or rescheduled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

3.4 The Buyer confirms that he relies on his own skill and judgment in determining the suitability of the Goods and Services ordered for any particular purpose. The Seller gives no warranties as to the suitability of its Goods and Services for any particular purpose. Unless agreed by the Seller otherwise in Writing, the Buyer is solely responsible for ensuring suitability of the Goods and Services for his purpose.

3.5 When the Seller receives requests from the Buyer to vary the Contract, these variations will only be deemed to be given if given in Writing and acknowledged by the Seller. Where a variation is subject to a price variation, this will not be deemed to be given until a variation to Contract has been received from the Buyer and acknowledged by the Seller in Writing.

4. Prices

4.1 All prices proposed unless stated otherwise are valid for 30 days, (provided the Seller has not withdrawn it in the meantime) and are exclusive of delivery, VAT and other sales charges.

5. Delivery

5.1 CIS Services will use its best endeavours to effect completion of the Installation by the agreed completion date but it cannot be held liable for any loss or damage resulting from delay or non-delivery due to causes beyond its control. Delivery dates proposed by the Seller are best estimates only and in regard to any such dates: time shall not be deemed to be of the essence.

5.2 Subject to other conditions the Seller will not be liable for any direct, indirect or consequential loss costs, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and Services (even if caused by the Sellers negligence) nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delays exceeds 180 days.

5.3 If for whatever reason the buyer will not accept delivery of any of the Goods and Services when they are ready for delivery, or the Seller is unable to deliver the Goods and Services because the Buyer has not provided the appropriate instructions, documents, licenses or authorisations, risk will pass to the Buyer, (including loss or damage caused by Seller negligence) and the Goods and Services will be deemed to have been delivered.

5.4 The Seller may store the Goods and Services until delivery whereupon the Buyer shall be liable for all related costs and expenses, including without limitation storage and insurance.

5.5 The quantity and content of any consignment of Goods and Services as recorded by the Seller upon dispatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer, unless the Buyer can provide conclusive evidence to the contrary.

5.6 Delivery is the responsibility of the Buyer and CIS Services Ltd arranges delivery solely as the Buyers agent. CIS Services accepts no responsibility for any loss or damage during transit or non-delivery as 5.5 damage must be notified in writing to the Seller and if applicable the courier within 48 hours of when the Goods and Services would in the ordinary course of events been received.

6. Payment

6.1 The supply of all Goods and Services by CIS Services shall remain the property of CIS Services until all sums due and payable by virtue of this paragraph have been received by CIS Services, but the Customer shall nevertheless at all times be responsible for loss of and damage to the Installation unless such loss and/or damage arises from the neglect of CIS Services, its employees or agents.

6.2 Payment as required above may not be withheld by the Customer after the Final Date for Payment unless effective notice to withhold payment has been given specifying the amount of the payment made or proposed to be made and the basis upon which that account was calculated and the ground or grounds for withholding payment and if more than one, the amount attributable to each ground.

6.3 Invoices will be dated on the day the Goods and Services are dispatched or are deemed to have been delivered as 5.3. if applicable. Payments are due on demand but in any case, must be paid no later than 30 days from the date of the relevant invoice. Time for payment is of the essence. Seller reserves the right to retract completely any extended terms if payments are not received on time.

6.4 The Seller reserves the right to suspend deliveries of Goods and Services where payments not received in accordance with these terms and conditions of sale.

6.5 The Buyer shall make to all payments due under the Contract without deduction whether by way of set off, counter claim, discount or otherwise, unless the Buyer has a valid Court Order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.

6.6 Without prejudice to other rights, interest at 2% above Nat West Bank PLC rate, shall be payable on any payment, which is overdue until the actual payment is made whether before or after any judgment.

7. Ownership and Risk

7.1 The risk in the Goods and Services shall pass form Seller to Buyer upon delivery of such Goods and Services to the Buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the Goods and Services, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all Goods and Services delivered to the Buyer under this and all other Contracts between the Seller and the Buyer for which payment of the full price of the Goods and Services there under has not been paid. Payments of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other Contracts between the seller and the Buyer under which the Goods and Services were delivered.

7.2 Until ownership has been passed to the Buyer the Buyer shall hold the Goods and Services as the Sellers fiduciary agent and bailee, and shall keep the Goods and Services separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property, but the Buyer may use the Goods and Services in the ordinary course of the business.

7.3 Until such time as the ownership of the Goods and Services passes to the Buyer and provided the Goods and Services are still in existence, the Seller may require the Buyer to deliver up the Goods and Services. If the Buyer fails to do so the Seller has the right to enter the Buyers or any third-party premises where the Goods and Services are stored and repossess the Goods and Services.

7.4 Where the Seller is unable to determine whether any of the Goods and Services are the Goods and Services in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all the goods of the kind invoiced by the Seller and all payments shall become due forthwith without limitation.

7.5 The Buyer shall not be entitled to pledge or in any way charge by the way of security for any indebtedness of the Goods and Services which remain the property of the Seller, and these shall without limitation, forthwith become due and payable.

7.6 Until full payment is received as referred to in Section

7.1 above, every part of the Installation and associated equipment shall remain the property of CIS Services and the Customer irrevocably grants license in the event of his, her or its default, to enter upon his, her or its premises to recover the same whether fixed or unfixed provided CIS Services shall first obtain an Order from a Court of Law permitting entry into the Customer’s premises. Until recovery of CIS Services’ property, the Customer shall take reasonable care of same and shall pay CIS Services’ reasonable costs of replacing or repairing the same.

8. Warranty

8.1 The Seller guarantees to replace or repair free of charge, any of the Goods and Services returned to depot and found to its satisfaction to be defective owing to faulty design, materials or workmanship within the stated terms of the proposal and order acknowledgment. The warranty period will be from the date of invoice, provided that in the case of the Goods and Services, not of Sellers manufacture, its liability under the clause shall in no circumstances extend beyond any corresponding liability to the Seller of the manufacturer of such Goods and Services. Any claims require serial number verification which are kept on record by the Seller.

8.2 Paragraph 8.1 applies except for any such things made necessary by wilful or negligent act of any person (other than CIS Services, its employees, and agents), or by some other cause or peril beyond CIS Services’ control.

8.3 All other warranties, conditions and statements, expressed or implied, statutory or otherwise, are excluded. Subject as aforesaid, the Seller shall be under no liability in contrast or in part for any loss, damage, death or injury arising directly out of the supply or use of goods.

9. Force Majeure

The Seller shall have no liability in request or failure to deliver or perform or delay in delivering or performing any obligations to the Buyer, due to any cause what so ever nature outside the reasonable control of the Seller including but not limited to causes arising from acts or omissions of the Buyer.

10. Intellectual Property Rights

10.1 If the Seller provides the Buyer with particular Goods and Services which the Buyer has specifically requested the Seller to acquire from a specified third party, or incorporates into Goods and Services which is supplied to the Buyer has specifically requested the Seller to acquire from a specified third party, then despite anything to the contrary contained herein or any law or rule of equity express or implied the Seller will not be liable to the Buyer on any account whatever if the supply of the Goods and Services or component to the Buyer breaches the intellectual property rights of a third party and the Buyer agrees indemnity and keep indemnified the Seller from liability of any kind, including on account of legal expenses, arising from such breach.

11. Liability for Loss or Damage

11.1 CIS Services does not know, and shall not be deemed to know, the true value of the Customer’s property or premises, and is not the insurer thereof.

11.2 Apart from death or personal injury, the aggregate liability of CIS Services and its staff for any breach of contract, breach of statutory duty or negligence arising out of this contract, or presence at the Customer’s premises shall be limited to £5,000,000 for any kind of loss or damage whatsoever. The Customer shall notify CIS Services of any claims within 30 days of the occurrence giving grounds for such claims.

11.3 Although the Installation is designed to the best of CIS Services’ skill and knowledge to reduce the risks of loss or damage or to deter intruders (as the case may be) CIS Services does not represent or warrant that the Installation may not be neutralised, circumvented or otherwise rendered ineffective by the Customer, intruders or other unauthorised persons, and in such event it shall not be liable for direct or indirect loss or damage suffered by the Customer, intruders or other unauthorised persons.

11.4 In view of the previous sub-paragraphs 11.1 to 11.4 inclusive, the Customer acknowledges that he, she or it should effect separate insurance cover.

12. General

12.1 Any notice required or permitted by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business

12.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

12.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.4 Unless otherwise specifically agreed, work is to be carried out during normal working hours, i.e. Monday to Friday 08.00 to 18.00 hours (statutory holidays excepted). Any extension of such hours or period directly or indirectly caused by the Customer shall entitle CIS Services to charge any reasonable extra costs resulting.

12.5 Variation or additional work ordered by the Customer shall be charged on the basis of reasonable time and materials at rates and costs current at the time of such work (unless separately agreed in writing prior to the variations/additional work starting).

12.6 Unless otherwise specifically agreed, the Proposal Price does not include any extraneous work, making good, re-decoration, carpet laying, building or carpentry work etc. and is contingent on engineers having unhindered access to doors, windows, cable runs and all other areas where work has to be carried out.

12.7 Any item of equipment not actually sold to the Customer shall be denoted as such in the system design specification and shall be subject to separate purchase, rental and/or maintenance terms as may be appropriate.

13. CIS Services’ Obligations

13.1 In consideration of the Proposal Price specified and paid or to be paid by the Customer, CIS Services undertakes to install the Installation in accordance with the Applicable Standards adopted by the approvals or regulatory organisation by which the CIS Services is for the time being recognised, to the best of its ability and that such equipment used in the Installation shall be fit for the purpose intended.

13.2 In consideration of the Maintenance Contract Price specified and paid or to be paid by the Customer within 30 days of the date due and annually thereafter in advance on the anniversary of that date to CIS Services, CIS Services will, for the duration of the Maintenance Contract Period specified, carry out maintenance inspections of the Customer’s installation together with other services where applicable and as specified.

13.3 When the Contract document provides for maintenance service, CIS Services agrees, subject to reasonable access to the site and installation being available, periodically to inspect, test and adjust the Installation and to carry out all necessary maintenance thereto on the number of visits set out in the Maintenance Contract document in accordance with the Applicable Standards during normal weekday working hours (except where otherwise stated), viz Monday to Friday 08.00 to 18.00 hours (8.00 a.m. to 6.00 p.m.), upon giving reasonable notice to the Customer of any visit for this purpose. Additional services such as various monitoring services and keyholding shall also be supplied on a 24-hour basis if included within the Maintenance Contract Price and accepted by the Customer.

14. Customer Obligations

14.1 The Customer agrees to pay in addition to the Proposal Price and the Maintenance Contract Price (if any) for the cost of any works from time to time required to upgrade an Installation to a state which complies with the relevant Applicable Standards.

14.2 To pay for all necessary repairs and replacements to the Installation unless these are covered by guarantees or extended guarantees of the Maintenance Contract or where they are necessary due to the neglect of CIS Services, its employees and or agents.

14.3 Where the Installation has been installed so as to be linked with any Authority or monitoring service and where it has operated so as to register with such Authority or monitoring service then the Customer or his agent shall immediately after being aware of the event notify CIS Services.

14.4 Not to permit anyone (including the Customer himself) other than CIS Services to test, adjust or reset or interfere with the Installation or any part thereof. In the event of a breach of this provision CIS Services shall be entitled to terminate the Maintenance Contract forthwith upon its discovery.

14.5 To permit CIS Services’ staff and agents (and Inspectors representing any approvals or regulatory organisation by which CIS Services is for the time being recognised) from time to time to have access to the Customer’s premises at all reasonable times.

14.6 Not to charge, pledge or otherwise deal with any of CIS Services’ equipment or installation which has not already been sold to the Customer nor part with possession of the same or remove or permit it to be removed from the Customer’s premises.

14.7 To notify CIS Services of any proposed structural alteration to the premises or any other modification which may affect the existing Installation or system to which it may be linked. Any extension to or alteration of the Installation which may thereby become necessary shall be carried out by CIS Services at the additional expense of the Customer.

14.8 To notify CIS Services as soon as practical (and preferably at once) after the appearance of any defect in the Installation, and to permit CIS Services to take such steps as it thinks fit to remedy such a defect.

4.9 To ensure that the external alarm bell (where fitted) does not cause a nuisance as defined by current Noise Pollution legislation from time to time. Arrangements must include an automatic device, limiting bell noise to 20 minutes and for two keyholders to be available within this time [current legislation includes London Local Authorities Act 1991, Environmental Protection Act 1990, Control of Pollution Act 1974 Scotland, Noise and Statutory Nuisance Act 1993].

14.10 The Customer is to obtain and pay for the telephone line or other telephone company apparatus required for monitoring or remote signalling or transmission (if any) as well as other necessary facilities, consents, permits, licenses, wayleaves or approvals required for installing the system. However, CIS Services will assist by putting the telephone company in touch with the Customer for provision of the requisite type of service.

14.11 To register with the ‘Information Commissioner’s Office’ (ICO) if the installed system is utilised for the processing of sensitive personal information as defined in the Data Protection Act. If the installed Security system includes CCTV and images of individuals are routinely captured, it is up to the customer to determine whether the ICO Code of Practice for CCTV should also be adhered to. (The ICO can be contacted on 01625 545 745).

15. Termination of Maintenance Contract

15.1 Either party may terminate the Maintenance Contract (if applicable) by not less than two months’ notice in writing to that effect to expire upon the day before any anniversary of such Maintenance Contract.

15.2 Either party may terminate the Maintenance Contract after the Maintenance Contract Period by serving a notice in writing on the other party of not less than two months.

15.3 In the event of such termination the Customer shall forthwith return to CIS Services any part of the Installation and any other equipment which is rented by the Customer from CIS Services. The Customer shall thereafter be responsible for making his own arrangements in regard to any monitoring or other continuing services which may be required, it being a condition that monitoring services will only be provided by CIS Services or his agent when a current Maintenance Contract exists between CIS Services and the Customer.

15.4 Even though the Contract may be terminated, CIS Services shall have the right upon reasonable notice to enter the Customer’s premises (subject to obtaining prior approval from a Court of Law) to remove any equipment belonging to CIS Services and subject to reasonable disturbance only shall not be liable for any loss or damage occasioned thereby.

15.3 Any failure by CIS Services to perform any of its obligations by reason of any cause beyond the control of CIS Services shall be deemed not to be a breach of this Contract as covered by paragraph 9.

16. Mediation

16.1 Subject always to the right of any party at any time in a contract to which the Housing Grants, Construction and Regeneration Act 1996 applies, to refer a dispute or difference arising out of or in connection with this agreement to adjudication as above, either party may request by notice in writing, with record of posting, that the dispute be referred to mediation by a person agreed between the parties. Should the parties agree to mediation but fail to agree upon the person to mediate within seven days of such a request being made, then either party may apply to NSI for the appointment of a Mediator and such mediation will be conducted in accordance with guidelines for mediation published by the Academy of Experts.

(Note: Mediation does not result in a resolution being imposed or enforceable upon any party. It aims to assist the parties in reaching a mutually agreed resolution of their dispute or differences).

17. Applicable Law and Category of Jurisdiction

17.1 This contract is governed by and construed in accordance with the laws of England, Northern Ireland, Scotland and Wales and the parties submit the resolution of any dispute to the exclusive jurisdiction of the courts