PILOT GROUP INFRASTRUCTURE LIMITED T/A VICKERS ELECTRONICS ‐ TERMS AND CONDITIONS

YOU SHOULD READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE WAY IN WHICH YOU AGREE TO CONTRACT WITH US FOR THE PURCHASE OF GOODS AND/OR SERVICES

A. GENERAL TERMS AND CONDITIONS TO APPLY TO ALL CONTRACTS
YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE SECTIONS CONCERNING OUR LIABILITY TO YOU (CLAUSE 4).
1. About these Terms and Conditions of Sale
1.1 These Terms and Conditions (“Terms”) will apply to any contract between us for the sale of Products (as described in the Order) or supply of Services (as described in the Order) or the supply of Products and Services (as described in the Order) to you (“Contract”). Please read these Terms carefully, and check that the details on the Proposal issued to you (“Order”) are complete and accurate. If you think that there is a mistake in the Order, or if you require any changes to be made to the Order to meet your requirements, please contact us to discuss.
1.2 These Terms, and any Contract between us, are only in the English language.
1.3 References in these Terms to “we”, “us” and “our” are to Pilot Group Infrastructure Limited t/a Vickers Electronics, registered address 15 Carnarvon Street, Manchester, M3 1HJ, company number 09101549.
Placing an order
1.4 Please check your Order carefully, and let us know if there are any errors on the Order before signing it.
1.5 By signing the Order (which incorporates these Terms), you are offering to purchase Products and/or Services from us at the prices set out on the Order.
1.6 Our acceptance of your order will take place upon delivery of the Products.
2. Price of Products and/or Services and delivery charges
2.1 The prices of the Products and/or Services will be as quoted in the Order. We only accept payment for orders in £ sterling.
2.2 The price of Products and/or Services excludes VAT at the applicable current rate chargeable in the UK for the time being.
2.3 You will be liable to pay any relevant delivery charges as may be set out on your Order.
3. How to pay
3.1 Unless we have agreed otherwise in advance in writing, payment for all Products and/or Services must be made using BACS within 30 calendar days of the date of invoice.
3.2 We may withhold or suspend the Products and/or Services and/or cancel the Contract between us if payment is not received from you in full in cleared funds.
3.3 If you do not make any payment due to us by the due date for payment, we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of The Royal Bank of Scotland plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
4. Our Liability
4.1 Financial Caps
Subject to clause 4.3, our maximum aggregate liability will be limited to the total amount which we have received from you under the Contract.
4.2 Exclusion of liability arising from specified events or heads of loss
We will have no liability to you for any:
4.2.1 loss of profit (whether direct, indirect or consequential);
4.2.2 loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);
4.2.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
4.2.4 loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);
4.2.5 loss of bargain (whether direct, indirect or consequential);
4.2.6 liability of you to third parties (whether direct, indirect or consequential);
4.2.7 loss of use or value of any data or software (whether direct, indirect or consequential);
4.2.8 wasted management, operational or other time (whether direct, indirect or consequential);
4.2.9 loss or damage arising out of any failure by you to keep full and up to date security copies of any computer program and data held or used by or on behalf of you (whether direct, indirect or consequential); or
4.2.10 indirect, consequential or special loss, subject always to clause 4.3.
4.3 Non‐excludable liabilities by law
Nothing in this Contract will operate to exclude or restrict one party’s liability (if any) to the other:
4.3.1 for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);
4.3.2 for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable;
4.3.3 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
4.4 Each party agrees to use its reasonable endeavours to mitigate the consequences of any breach by the other and the losses, costs, expenses, claims and demands it may claim as a result of that breach including, for the avoidance of doubt any claim under any of the indemnities contained in this Contract. This will not in any way restrict or reduce any obligation to mitigate loss or damage which may exist at common law.
4.5 The exclusions from and limitations of liability contained in this Contract will apply after as well as before the date of expiry or termination of this Contract.
4.6 The exclusions from, and limitations of, liability set out in this clause 4 will be considered severally. The invalidity or unenforceability of any one subclause
or clause will not affect the validity or enforceability of any other sub‐clause or clause and will be considered severable from each other.
4.7 Subject to clause 4.3 all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from this Contract.
4.8 Notwithstanding any other term of this Contract we will not be in breach of this Contract to the extent our failure to perform or delay or defect in performance of our obligations under this Contract arises as a result of:
4.8.1 any breach by you of your obligations contained in this Contract;
4.8.2 us relying on any incomplete or inaccurate data provided by a third party; or
4.8.3 us complying with any instruction or request by you or one of your employees or agents.
4.9 Subject to clause 4.3, we will not have any liability for any breach unless you give us written notice of that breach prior to the expiry of the warranty period specified in the Order and within a) 5 days of that breach occurring or, if later, b) the date on which you became aware (or should reasonably have become aware) of the breach specifying in reasonable detail (to the extent such information is available at the time such notice is given) the nature and extent of the breach and the amount claimed by you arising from the breach.
4.10 We are not responsible for the cost of repairing any pre‐existing faults or damage to your property that we discover in the course of installation and/or
performance by us or caused by improper use of or unauthorised interference with the Products.
4.11 We will not be responsible for any loss or damage caused by an unexpected surge of electricity during our performance of the Services or to the Products once they have been installed.
5. Events Outside Our Control
5.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an
Event Outside Our Control.
5.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock‐outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
5.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
5.3.1 we will contact you as soon as reasonably possible to notify you; and
5.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event
Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
5.4 For the avoidance of doubt, you will continue to pay the invoices in accordance with clause 3.1 in respect of any Products and Services which we continue to supply notwithstanding the occurrence of an Event Outside Our Control.
6. Other important terms
6.1 We may transfer our rights and obligations under a Contract to another organisation.
6.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
6.3 The Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
6.4 Each of the paragraphs of these Terms and Conditions of Sale operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
6.5 If we fail to insist that you perform any of your obligations under these Terms or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
6.6 These Terms are governed by English law. This means a Contract for the purchase of Products and any dispute or claim arising out of or in connection
with it will be governed by English law. You and we both agree to that the courts of England will have exclusive jurisdiction.
B. TERMS AND CONDITIONS RELATING TO SALE OF PRODUCTS
7. Our Products
7.1 The Products are identified in the Order.
7.2 The images of the Products on our Website and in our catalogue or brochure are for illustrative purposes only. Although every care has been taken to ensure that the photographic representation, description and specification of each Product is accurate, we cannot guarantee that the printed pictures accurately reflect the colour of the Products, and your Products may vary slightly from those images.
8. Delivery
8.1 Your order will be fulfilled within the delivery period set out in the timetable on the Order, unless there is an Event Outside Our Control (see clause 5), provided always that time for delivery shall not be of the essence. If we are unable to meet the delivery date because of an Event Outside Our Control, we will contact you to agree a revised delivery date.
8.2 Please ensure that you check that the address contained in the Order is correct. We cannot be held responsible for items which go missing or are delayed due to inaccurate or incomplete delivery address information that you provide to us.
8.3 Delivery will be completed, and risk in the Products will pass to you, when we deliver the Products to the address you gave us for delivery (the Site) and you will be responsible for the Products when they are delivered to you. In circumstances where we are also providing Services to you, you will ensure that there is a secure room on Site for storage of the Products prior to completion of the Services and neither we, nor any of our agents or subcontractors,
may be held liable for any loss or damage to the Products (unless such loss or damage is caused solely by our act or omission).
8.4 You own the Products once we have received payment in full for the Products. We may withhold the Products and/or cancel the Contract between us if payment is not received from you in full in cleared funds.
8.5 If you fail to accept delivery of the Products, we will be entitled to charge you for all related costs and expenses (including insurance) associated with storing the Products until delivery takes place.
8.6 If 14 calendar days after the date on which we notified you that the Products were ready for delivery you have not accepted delivery of the Products, we may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
9. If there is a problem with the Products
9.1 The provisions of this clause 9 are subject to the provisions of clause 4.
9.2 We provide a warranty, for the warranty period specified in the Order, to the extent only of any product warranty or guarantee, repair or return policy as provided by the relevant manufacturer of the Products. This warranty does not apply to any defect in the Products arising from: (a) fair wear and tear; (b) damage, abnormal storage or working conditions, accident, negligence by you or by any third party; and/or (c) if you fail to use the Products in accordance with the user instructions.
9.3 We do not give any warranty that the Products shall be suitable for any particular purpose for which you intend to use them save where we have expressly accepted responsibility for such suitability in writing. We do not accept responsibility for defects resulting from the location in which the Products are to be used, or for their method of installation, use or maintenance.
9.4 The warranty detailed in these Terms (or the associated Order) is extended only to the first end‐user of the Products and is not transferable.
9.5 In the unlikely event that there is any defect with the Products for which we are liable you agree that you will:
9.5.1 contact us and tell us as soon as reasonably possible;
9.5.2 at our option return to us (at our cost) the relevant Products or permit us or our agent or sub‐contractor to inspect it at your premises;
9.5.3 give us a reasonable opportunity to repair or replace any defective Products;
9.5.4 provide us with all information and assistance which we may reasonably require to investigate the defective Products; and
9.5.5 we will use every effort to repair or replace the defective Products as soon as reasonably practicable and, in any event, within 30 days.
9.6 Your sole remedy in respect of any defect with the Products will be as set out in clause 9.5.5. You will have no right to terminate this Contract in respect of any defect with the Products.
9.7 The terms of clause 9.4 will not apply in circumstances where we suspect that any defect has been caused as a result of third party interference with the Products.
10. Software
Subject to these Terms and to the payment by you of all charges due under the Order and these Terms, we grant you the non‐exclusive, non‐transferable
and non‐sublicensable right to use any software incorporated into the Product to such extent as is necessary to enable you to use the Product as is
envisaged by us.
C. TERMS AND CONDITIONS RELATING TO THE SUPPLY OF SERVICES
11. Providing services
11.1 We will supply the Services to you in accordance with the dates set out in the Order or as otherwise agreed between us provided always that time shall not be of the essence.
11.2 We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 5 for our responsibilities when an Event Outside Our Control happens.
11.3 We will prepare detailed drawings and designs based on information provided by you but you will be responsible for ensuring that such drawings and design reflect your requirements, as discussed with us, and will confirm by signing off on such drawings that you are happy with the design(s) and for us to proceed with the Services.
11.4 You will be responsible for preparing your property for the Services and ensuring that there is a safe environment for us to work in. We will not be
liable for any delay or non‐performance where you have not complied with this clause 11.3.
11.5 We will not be responsible for the costs of any additional work or Services or loss or damage caused by any hidden pipes or cables. If you are aware of
any pipes or cables, which are not immediately obvious when viewing the property, you should inform us of their existence. Where you fail to provide
this information, you will be responsible for any additional costs incurred in preparing and carrying out revised Services.
11.6 We will need access to your property, including access to your fuse box, to provide the Services. If we are not able to access your property or fuse box on the dates that we agree for performance of the Services, and have to revisit the property to perform the Services at another time, we may make an additional charge of a reasonable sum to cover any extra costs incurred. We will not be liable for any delay or non‐performance where you have not provided access to us.
11.7 Performance of the Services may affect your electricity supply. In preparing your property for the Services, you should ensure that any computers and/or other electrical equipment have been backed up, and/or documents or other information or data saved, before the Services are carried out. We will not be liable for any loss or damage caused by your failure to prepare your property for the Services under clause 11.3 or clause 11.5.
11.8 We will not be responsible for restoring your property to its previous condition following completion of the Services.
11.9 We may have to suspend the Services if we have to deal with technical problems, or to make improvements agreed between you and us in writing to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 11.8 but this does not affect your obligation to pay for any invoices we have already sent you.
11.10 If you do not pay us for the Services when you are supposed to as set out in clause 3, we may suspend the Services with immediate effect until you have paid us the outstanding amounts. We will contact you to tell you this. This does not affect our right to charge you interest under clause 3.3.
12. If there is a problem with the Services
12.1 The provisions of this clause 12 are subject to the provisions of clause 4.
12.2 We provide a warranty, for the warranty period specified in the Order, that the Services shall be free from material defects and conform in all material respects with the description provided for in the Order.
12.3 In the unlikely event that the Services do not materially correspond with the Order or the Services are not performed with reasonable skill and care you agree that you will:
12.3.1 contact us and tell us as soon as reasonably possible;
12.3.2 give us a reasonable opportunity to remedy and/or re‐perform the Services;
12.3.3 provide us with all information and assistance which we may reasonably require to investigate the defective Services; and
12.3.4 we will use every effort to remedy or re‐perform the Services as soon as reasonably practicable and in any event within 30 days.
12.4 Your sole remedy in respect of the Services not materially corresponding with the Order or the Services not being performed with reasonable skill and care will be as set out in clause 12.3.3. You will have no right to terminate this Contract in respect of the Services not materially corresponding with the Order or the Services not being performed with reasonable skill and care.
12.5 The terms of clause 12.2 and clause 12.4 will not apply in circumstances where we suspect that any defect has been caused as a result of third party interference with the Services.