TERMS & CONDITIONS
These terms and conditions explain your rights and obligations in relation to any hire, purchase, order, receipt, or delivery of any products or services from Angage Group.
1.1 In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England & Wales.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions set out herein
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 who purchases the Goods and/or Services from the Supplier.
Delivery Location: has the meaning set out in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 15.
Goods: any goods or equipment (or any part of them) as set out in writing in the Order or Goods Specification, which are supplied or hired by the Supplier to the Customer.
Goods Specification: any specification for the Goods, which is agreed in writing by the Customer and the Supplier.
Hire: the hire of any equipment by the Customer as set out in the Hire Specification.
Hire Specification: the description of Goods to be hired by the Customer.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Order: the Customer’s order for the supply and/or Hires of Goods and/or Services, as set out in the Customer’s written acceptance of the Supplier’s Quotation or in the Customer’s purchase order form,
Services: the services, supplied by the Supplier to the Customer as set out in the Order or Service Specification below.
Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
Supplier: Angage Limited registered in England and Wales with company number 05821126.
Supplier’s Quotation: the charges set out for the Hire and/or Supply of Goods and/or Services.
1.2 Construction. In these Conditions, the following rules apply:
A) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
B) a reference to a party includes its personal representatives, successors or permitted assigns;
C) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
D) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
E) a reference to writing or written includes faxes and e-mails.
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 issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. These Conditions apply to the Contract to the exclusion of any other terms which are implied by trade, custom, practice or course of dealing.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.5 The Supplier is committed to ensuring that your information is secure, in order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.
3.1 The Goods as described in the Order or Goods Specification.
3.2 The Supplier reserves the right to amend the Hire and/or Goods Specification if required by any applicable statutory or regulatory requirements.
3.3 The Supplier shall provide the Goods to the Customer in accordance with the Order or Hire and/or Goods Specification in all material respects
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) at any time after the Supplier notifies the Customer that the Goods are ready and payment has been made in accordance with clause 10.
4.2 Any dates quoted for delivery 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.
4.3 If the Supplier fails to deliver the Goods, its liability shall be limited to the refund of any monies paid by the Customer for this Contract.
4.4 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of goods
5.1 The Supplier shall not be liable for the Goods’ failure to comply with any warranty if:
A) 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;
B) The Customer alters or repairs such Goods without the written consent of the Supplier;
C) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
D) The Buyer shall undertake not to resell or modify the Goods until it has been paid for in full.
6.Hire of Goods
In the event that the Customer Hires the Goods from the Supplier, the Customer will reimburse the Supplier for any damaged Goods. If the Supplier is unable to repair the Goods or the Customer has lost the Goods the Customer will pay the Supplier £70.00 for any lost or damaged Keypad, £250 for any lost or damaged Voting Receiver and £500.00 for any lost or damaged Tablet.
7. Title and risk
Where the Customer is purchasing the Goods, the risk in the Goods shall pass to the Customer on completion of delivery. 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 and any other Goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
8.Supply of Services
8.1 The Supplier shall provide the Services to the Customer in accordance with the Order or Service Specification in all material respects.
9. Customer’s obligations
9.1 The customer shall :
A) Ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
B) Co-operate with the Supplier in all matters relating to the Services;
C) Provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
D) Provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
E) Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
9.2 If the Supplier’s performance of any of its obligations in respect of the Services is affected or prevented by any act or omission by the Customer or any third party which is nominated by the Customer to perform any relevant obligation (Customer Default):
A) The Supplier shall without limiting its other rights or remedies, not be obliged to perform the Services, suspend performance of the Services or modify its performance of the Services until the Customer Default is remedied.
B) If the Customer Default is not remedied within a reasonable period the Supplier shall be relieved of any obligations to perform the Services;
C) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from any Customer Default; and
D) 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.
10. Charges and Payment
10.1 The price for Goods shall be the price set out in the Supplier’s Quotation.
10.2 The charges for Services shall be on a time and materials basis:
A) The charges shall be calculated in accordance with the Supplier’s standard rates, as set out in the Supplier’s Quotation;
B) In addition to the charges set out in the Supplier’s Quotation the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
10.3 The Supplier reserves the right to:
A) Increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
i- Any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
ii- Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
iii- Any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
10.4 In respect of Goods, the Supplier shall invoice the Customer as soon as possible after the Order has been placed by the Customer. The Customer shall pay the invoice within 7 days. Upon receiving payment the Supplier will send the Goods for delivery to the Customer unless otherwise agreed by the Supplier in writing.
10.5 In respect of Services, the Supplier will submit the invoice to the Customer as soon as possible after the Order has been placed. The Customer shall pay a minimum of 50% of this invoice immediately upon presentation of the invoice and the balance of the invoice within 14 days of completion of the Services by the Supplier. All payments should be in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
10.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax 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.
10.7 In the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
10.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
11. Intellectual property rights
11.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and Services shall be owned by the Supplier.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 12 shall survive termination of the Contract.
13. Limitation of liability : the Customer’s attention is particulary drawn to this clause
13.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
A) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
B) Fraud or fraudulent misrepresentation;
C) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
D) Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
E) Defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1 :
A) The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and
B) The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Contract.
13.3 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.
13.4 This clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than 8 weeks’ written notice.
14.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
A) The other party commits a material breach of its obligations under this Contract.
B) The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
C) The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
D) The petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
E) The petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
F) An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
G) The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
H) A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
I) Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(b) to clause 14.2(h) (inclusive);
J) The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
K) The other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
L) The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
14.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
14.4 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
14.5 Listed in clause 14.2(b) to clause 14.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
14.6 On termination of the Contract for any reason:
A) Should the Customer fail to provide 8 week’s notice in accordance with clause 14.1, the Customer shall 100% of the charges as set out in the invoice issued by the Supplier or as set out in the Supplier’s Quotation.
B) The Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
C) The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
D) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15. Force majeure
15.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
15.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
A) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
B) A notice or other communication shall be deemed to have been received: if delivered personally; 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
C) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
A) 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.
16.3 Governing law & Jurisdiction. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).