EP&T TERMS AND CONDITIONS

EP&T Global Ltd (Company Number 6746262)
84 Kingsway, London WC2 (“Company”)

GENERAL TERMS AND CONDITIONS OF SALE GTC-EP&T 10-2015

1. General
(a) All Orders are accepted and Goods supplied subject to the following express terms and conditions (Sale Terms) and save to the extent that the exclusion or restriction of liability may be prohibited by statute, all other conditions, warranties and representations whether implied, statutory or otherwise, except as to title, are hereby excluded to the fullest extent permitted by law. Any Order shall constitute an agreement to contract upon these express terms and conditions, and no addition or variation to the Sale Terms shall apply unless otherwise stated in the Proposal or expressly agreed in writing by the Company’s authorised representative.
(b) In these terms and conditions:
‘Agreement’ means the Order and these Sale Terms.
‘Company’ means EP&T Global Ltd;
‘Customer’ means the individual, Company or other organisation to whom the Company supplies Goods in accordance with these Sale Terms;
Goods’ includes all goods, services and equipment of any kind, including without limitation systems and software;
‘Installation’ means the installation, connection and setting up of Goods in the Customer’s premises in accordance with the Order.
Order’ means an order placed by a Customer to purchase
Goods from the Company, by accepting the Proposal or otherwise as approved in writing by the Company;
Proposal’ means the proposal for the provision of Goods to the Customer, including a price estimate, which accompanies these Sale Terms.
Software Licence Agreement’ means EP&T’s LA-EDGE 3- 2006 software licence agreement, available to the Customer by access to the Company’s website, when logging in to the software or at request.

2. Proposal
The Company will deliver a Proposal to the Customer at the request of the Customer. Any such Proposal will be valid for period of [60] days from the date of issue. If the Customer accepts the Proposal it must place an Order with the Company.

3. Orders
All Orders must be received in writing, either by fax, mail or email. Orders which do not refer to a Proposal must be approved in writing by the Company.

4. Prices
(a) The prices of all Goods are based on and refer to the Order components, and any variation of the Order components may result in price changes.
(b) Unless otherwise agreed in writing, all prices exclude network operator fees where applicable, telephone line ADSL and connection charges, supply authority and ancillary shutdown charges, installation and site works fees, after hours labour and costs associated with onsite parking, both before and after commencement of the project.

5. VAT
All prices quoted are exclusive of VAT, which will be added in the relevant invoice.

6. Risk and Title
(a) All Goods remain the property of the Company until payment in full has been received from the Customer by the Company in accordance with the Order. The Risk in the Goods passes to the Customer on supply.
(b) The Company reserves the right to enter the Customer’s premises and repossess Goods purchased from the Company if the Customer has not paid for the Goods by the due date for payment.

7. Payment
(a) Payments will be made in accordance with the Order. Unless otherwise agreed by the Company in writing, all accounts are payable within 30 days of the invoice date. Payment must be made in full, either by cheque or electronic funds transfer to a bank account nominated by the Company. (b) If any account remains outstanding 45 days after that date, all credit facilities may be withdrawn until all arrears have been settled. Frequent late payment may result in a complete withdrawal of credit terms from the Customer.

8. Supply and Installation
Goods will be supplied to the Customer within 4-12 weeks from the date of receipt of an Order. Installation of the Goods is subject to the Customer giving access to and enabling the Company to take any action necessary to complete the supply or Installation, and the Company will not be liable for any supply or Installation delays caused as a result of the Customer’s failure to give access to or enable the Company to take all action necessary to complete the Installation.

9. Spare parts
The Company will carry or have access to spare parts as required for the provision of the Goods in accordance with the Order.

10. Warranties
(a) The Company will provide 36 months warranty from the date of supply against faulty workmanship, materials or design, provided that with respect to any hardware and software supplied by the Company, the warranty is subject to the Software Licence Agreement, which the Customer must comply with. 
(b) The above warranties in clause (a) do not apply if the Goods, after being supplied by the Company, were subject to unauthorised repairs or alterations, or to damage caused by fair wear and tear, vandalism, accidents, acts of God, interference by any person not approved by the Company or any other cause beyond the control of the Company.
(c) Any and all proposals, recommendations, plans, strategies, initiatives and advice of any kind offered or suggested by the Company to the Customer in relation to energy, electricity, water and gas usage and savings are based on, and limited by, the information and data that is available, collected and received during the specific periods of inspections, monitoring and reporting specified in the Order and the specific periods of logging of the systems installed in the Customer premises.
(d) To the extent permitted by law and except as expressly provided to the contrary in the Agreement, all other warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of the Agreement, are excluded.

11. Limitation of Liability
(a) Where any legislation implies a condition or warranty which cannot be excluded, restricted or modified, in whole or in part, that condition or warranty will apply to extent it cannot be excluded, restricted or modified. However, the Company’s liability for any breach of such condition or warranty is limited at the Company’s option, to any one or more of the following: (i) In the case of services, to the supply of the services again or the payment of the cost of having the services supplied again ;(ii) In the case of Goods, to the repair or replacement of the Goods, or the costs of having the Goods repaired or replaced.
(b) Subject to clause (a) above, the Company’s aggregate liability to a Customer for all claims of any kind made in connection with the subject matter of the Agreement, however arising and in whatever form, is limited to five (5) times the aggregate amount actually paid by the Customer to the Company in connection with the Order. (c) Subject to clause (a) above, the Company is not liable to any Customer or any third party whether in contract or tort (including negligence) for any incidental, consequential or indirect loss or damage of any kind, however caused, including without limitation any loss of business opportunity, profit, reputation, goodwill, or loss arising out of or in connection with the supply, non-supply, Installation or non-Installation of the Goods and any delays in the supply or Installation of the Goods.

12. Cancellation of Orders
Requests by a Customer for cancellation or rescheduling of any Order will only be considered by the Company if made in writing. The Customer must pay to the Company an amount equal to all costs and expenses incurred by the Company in connection with the Order until the time of cancellation or rescheduling, including without limitation the costs of the work completed until the cancellation or rescheduling in accordance with the Company’s standard labour rates and the costs incurred in the purchase of Goods components and materials, as determined by the Company.

13. Termination
(a) If: (i) the Customer defaults or commits any breach of any of its obligations to the Company; or (ii) the Customer at any time becomes bankrupt or, if an incorporated body, any resolution or petition to wind up its business is passed or presented otherwise than for reconstruction or amalgamation, or (iii) a liquidator or receiver or manager of such corporate body or its undertaking property or assets or any part thereof is appointed, or (iv) the Customer is insolvent or is unable, or admits to be unable, to meet its commitments promptly as and when due, then the Company may (without prejudice to any other claims or rights which the Company might have) immediately cancel any uncompleted Order or cancel or suspend any supply of Goods. The provisions of clause 12 shall apply on such cancellation, and any payments for any Goods already supplied shall immediately become due.
(b) In addition, and notwithstanding any other provision of these Sale Terms, on the occurrence of any of the events specified in this clause (a), the Company may enter the Customer’s premises and repossess Goods in accordance with clause 6(b).

14. Indemnity
The Customer indemnifies and holds harmless the Company and its officers, employees, agents and contractors (Beneficiaries) from and against any claim, action, proceeding, judgment, damage, loss, cost, expense, payment or liability whatsoever (including reasonable legal fees) arising out of or caused by any failure of the Customer to perform its obligations under the Agreement.

15. Force Majeure
The Company is not liable for any delay or failure to perform its obligations under the Agreement, supply or install the Goods if such delay or failure is caused directly or indirectly by circumstances beyond the reasonable control of the Company, whether foreseeable at the date of acceptance of the Customer’s order by the Company or not. The Company shall be entitled to a reasonable extension of time for the performance of its obligations under the Agreement.

16. Confidentiality
(a) Each party must maintain the confidentiality of the other party’s confidential information and shall not without the prior written consent of the other, use, disclose, copy or modify such confidential information (or permit others to do so), including the contents of the Agreement, other than as necessary for the performance of its rights and obligations under the Agreement.
(b) The Customer agrees that the Company may disclose a credit report or any personal information derived from it to another credit provider in order to assess the credit worthiness of the Customer, or to assess an application for credit by the Customer or to help the Customer avoid defaulting on credit obligations or to notify a default to the Customer.

17. Use in marketing
The Customer grants the Company the right to refer to the Customer’s use of the Goods in its marketing and advertising materials and promotions, upon prior agreement with the Customer, provided that such reference does not compromise the Customer’s reasonable security requirements.

18. Independent Contractors
The relationship between the parties is that of independent contractors and this Agreement does not create a relationship of employment, agency, partnership, quasi-partnership, joint venture or any other relationship which would make one party liable for any act or omission of the other. Neither party will make any warranties or representations or assume any obligations on the other party’s behalf.

19. Employees
Both parties agree not to seek to employ any Employees of each other during the period covered by this Order, and for a period twelve months following this Order.

20. Assignment
A party may not assign the Agreement or otherwise transfer its rights or the benefits of the Agreement without the prior written consent of the other party, provided that the Company may assign the Agreement to a related body corporate of the Company.

21. Amendment and Variation
Any amendment, variation or modification of the Agreement must be in writing and signed by both parties.

22. Entire Agreement
(a) Subject to clause 22(c), the Agreement embodies the entire agreement between the parties with respect to its subject matter and supersedes and replaces any prior negotiation, arrangement, understanding or agreement with respect to the subject matter or any term of the Agreement.
(b) The Customer has not relied on any representation made by or on behalf of the Company in entering this agreement, other than those expressly made in the Agreement.
(c) The sale, provision or supply of hardware or software to the Customer and any use of them by the Customer are subject to the Software Licence Agreement.

23. Severability
If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provisions in question shall not be affected by that.

24. No Waiver
A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right. Failure by a party to exercise a right or a delay in exercising that right does not prevent its exercise or operate as a waiver. A waiver of any right, discretion or remedy arising upon a breach of this Agreement must be in writing and signed on behalf of the party granting the waiver.

25. Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England & Wales.