AC Integrated Solutions Ltd (AC-IS) sells its Goods and provides its Services (as defined below) in accordance with the following terms and conditions which shall apply to every such sale and supply, except to the extent stated and/or as varied in writing by an Approved Person of the Supplier, and to the exclusion of any conflicting terms and conditions submitted by the Client (as defined below).

1. DEFINITIONS

2.1. Within these Terms and Conditions the following expressions shall have the following meanings:

2.1.1. ‘The Client’ shall mean the person firm or company who has requested the Supplier to provide Goods or Services or with whom the Supplier contracts for the provision of Goods and/or Services.

2.1.2. ‘The Goods’ shall mean the apparatus, materials or equipment (including any part thereof, any instalment of the Goods or any parts for them), which the Supplier agrees to supply to or to the order of the Client.

2.1.3. “Group” shall mean, in respect of either the Client or the Supplier, that party’s group composed of that party, its holding company (if any), and all subsidiary companies of that party and of that party’s holding company (if any).

2.1.4. “Group Company” shall mean any company in the Supplier’s Group.

2.1.5. ‘Commissioning Works’ shall mean the Supplier’s commissioning engineer setting to work the Goods.

2.1.6. ‘CDPA’ means the Copyright Designs and Patents Act 1988 as the same may be amended, extended or re-enacted from time to time.

2.1.7. ‘Incoterms’ shall mean the international rules for the interpretation of trade terms of the International Chamber of Commerce, latest edition (ICC publication no. 560).

2.1.8. ‘Intellectual Property Rights’ shall mean patents, registered and unregistered designs, copyright, trade marks, database rights and all other intellectual property protection wherever in the world enforceable.

2.1.9. ‘Know-how’ shall mean all inventions, discoveries, improvements and processes (whether patentable or non-patentable), copyright works (including without limitation computer programs), designs (whether or not registered or registrable) and all other technical information of whatever nature.

2.1.10. ‘The Supplier’ shall mean AOV Systems or any Subsidiary Company thereof identified within the quotation.

2.1.11. ‘Services’ shall mean the services which the Supplier agrees to supply to or to the order of the Client.

2.1.12. ‘Terms’ shall mean these Terms and Conditions of Sale and Supply.

1. CONDITIONS OF SALE
2. All estimates, offers or acceptances made or given by the Supplier are deemed to incorporate the following terms and conditions. No additions or variations shall be made unless specifically agreed in writing & priced accordingly. In the event of any inconsistency or conflict between these terms and conditions of the order (hereinafter referred to as “the Contract”) placed by the Client these conditions shall prevail unless agreed by the Supplier in writing to the contrary.

3.2 PRICES

1. Unless otherwise stated prices are for goods sold “ex-works”: packing, carriage, insurance and other costs (if applicable) will be charged as extra to the estimate unless specified. Value Added Tax will be added at the appropriate rate
2. All prices will be agreed before commencement of project. The Supplier will quote for the works required & enclose with it a specification stating proposed equipment & sundry items. This quote will have a unique Reference Number that must be used on all correspondence.
3. It is the responsibility of the Client to co-ordinate the activities of third parties, and to obtain approval from interested parties such as the Consultants, Fire Brigade, Building Control, Local Authority and Insurers.
4. Before commencement of Works, the Supplier will require a Purchase Order or Instruction confirming the Reference Number & agreed Price stated along with a signed copy of the Contract Agreement as attached at the bottom of this estimate before any works will commence.
5. The Supplier reserves the right to increase the quoted price or change the costs (and in such event such increased price shall be deemed to be the original contract price) or cancel the project at any time;
6. By the amount of any increase in the costs of labour and materials which may occur after the date of our estimate and before delivery or completion of the contract (as the case may be).
7. By the amount of any increase in costs resulting from any alteration made by the Client in any specification upon which the estimate or tender was based.

         III. If during the contract the Supplier should incur any extra costs as a result of being obliged to suspend work on the Clients instructions or lack of                         instructions, interruptions, delays or work done outside of the Suppliers normal working hours (unless otherwise agreed) any errors or mistakes affecting               the contract for which the Supplier is not responsible, or being obliged to keep any of the Suppliers employees or Suppliers subcontractors on site after                 completion of the contract. If delays continue which the Supplier deem unreasonable/unwarrantable the Supplier reserves the right to cancel or suspend               the Contract at any time, without any legal retribution or charges for delaying the completion of the project. All of which shall be documented & provided             where required/necessary.

1. If the Supplier should incur any extra costs as a result of any additions, alterations or other changes being made to the site or to any plant or other services thereon after the Supplier have submitted a quoted price (whether on the basis of any visitation of the site or of the plans or models thereof). Or in certain circumstances the Supplier reserves the right to cancel/suspend the agreement/contract (see (III) above for details & Section 3.7).
2. Small/Remedial Works -There may be times when, after a call out has been attended that a return visit will be required (for example to replace faulty

          parts), this time shall be charged at the applicable hourly rate, as shown within this quotation & will include travel TO & FROM the place of work, charged              at the appropriate hourly rate.

1. Travel/Staying Away -There may be times when we may be required to arrive on a site early or take more time than the standard working day. In these circumstances it may be required that overnight accommodation will be required as opposed to travelling to & from site. This will be billed at a minimum of £85.00 per person per night plus VAT. This charge will be automatically invoiced by the Company UNLESS the Supplier has written authority from the Client not to do so or there have been agreed costs put in place.
2. The Supplier may in its absolute discretion at any time prior to delivery require payment of the price in whole or in part before making delivery to the Client. In all other cases the Supplier shall invoice the Client for the price of the Goods/Services on or at any time after their delivery, unless the Client wrongfully fails to take delivery, in which event the Supplier shall be entitled to invoice the Client at any time after the Supplier has tendered delivery.
3. Any quoted discount shall not be applicable unless payment is made in strict accordance with these Terms.

3.3 PAYMENTS

1. All payment terms are clearly shown within the quotation under the section of “payment terms” as well as shown on the submitted Invoice. Should prompt payment not be made the Supplier reserves the right (without prejudice to any other rights and remedies it may have) to charge the Client interest (both before and after any judgment) on all overdue monies in line with Current Law. The Supplier reserves the right to charge the Client for any costs in obtaining payment of monies overdue, which may include but are not limited to professional fees, solicitors’ fees, court costs, employment of a collection agency, bailiffs etc. Interest shall also apply in accordance with the foregoing to the cost to the Supplier of collection of the monies due. Failure to pay or late payments will incur late payment charges, the charges will be shown on the Invoice Terms & Conditions.
2. The Client acknowledges that the aforementioned Invoice Terms & Conditions attached with the relevant Invoice Terms forms part of this Contract Agreement.
3. Interim Payments. On all orders placed for works over the value of £2000.00 excluding VAT, the payment terms will be clearly shown within the quotation.

         All contract values under £2000.00 will be due in full upon acceptance of the works unless quoted.

1. The Client shall not be entitled to set off any amounts due from the Supplier against any one contract or against any other contract made with the Supplier.
2. Payments are now only accepted by BACS to AC Integrated Solutions Ltd (or Any Trading name thereof), details shown on attached contact & payment form & on the submitted invoice.

3.4 PROPERTY IN GOODS

Contracts for the Supply of Goods Only

1. Title to the goods supplied by the Supplier shall not pass from the Supplier to the Client until full payment has been received by the Supplier out of cleared funds.

Contracts for the Supply & Installation of Goods

1. In any event Title to the goods will not pass earlier than subject to clause 3.4(a). Title to goods installed/supplied by the Supplier shall pass to the Client upon practical completion of the installation work & full payment has been received or as determined by the Supplier. When an installation is partially completed but cannot, in our opinion, be fully completed owing to the Clients request or for any reason outside the Suppliers control the property in the goods will pass to the Client when the Supplier certifies in writing that owing to the circumstances, the Supplier is unable to complete the Installation. The amount payable by the Client which shall at this stage be calculated on a prorata basis of the original price as determined by the Supplier.
2. Risk of Goods delivered at Client Request – Notwithstanding Conditions 3.4(a) and 3.4(b) above, the risk in goods supplied by the Supplier shall pass to the Client upon delivery and the Client shall also be responsible for insurance thereof from the time of delivery.
3. Returns – If any goods ordered are no longer required OR ordered incorrectly by the Client (by means of accepting our quotation listing the equipment to be supplied) will be liable for a minimum restocking charge of 30% of the nett value excluding VAT & any delivery costs associated.

3.5 LIMITATION OF LIABILITY

Save in relation to death or personal injury the Supplier shall be under no liability to the Client or to any third party (including the Clients employees and agents) for any injury, damages or loss howsoever caused in respect of or arising from the goods, the installation thereof or any defect in either or from any error in or omission from any report made by the Supplier other than for direct physical loss or direct physical damage arising from the sole negligence of the Supplier or our employees.

These rights and the guarantee described are in total substitution for any right the Client may otherwise have in respect of the goods and in respect of the installation (if applicable) both of which the Client is deemed to have inspected and approved at the time of delivery or installation. Nothing contained in these conditions shall affect the statutory rights of a customer, whether a direct customer of the Supplier or an indirect customer by virtue of any intermediate or sub sale, who is a consumer.

3.6 FITNESS FOR PURPOSE

The Client must satisfy itself that the Goods supplied are fit for its purpose, as this is not guaranteed by the Supplier, and all warranties save those expressly set out in these Terms are hereby excluded to the fullest extent permitted by law.

3.7 SUSPENSION OR CANCELLATION OF DELIVERY/SERVICE

1. The Supplier reserves the right to suspend, delay or cancel the delivery of some or all the Goods/Services or require advance payment for them if the Client is or reasonably appears unable to pay its debts and in those circumstances the Supplier shall also retain any other rights it has against the Client.

         The Supplier shall further be entitled to cancel/suspend the Client’s order by notice to the Client and without liability to the Client in the event of any                     change (after acceptance by the Supplier of such order), which affects the Supplier’s ability to perform the contract in accordance with the order and these             Terms (including without limitation where the change results in increased costs to the Supplier).

1. The Supplier shall be entitled to postpone any commissioning activities until full payment for the relevant Goods and Services has been received by the Supplier, in accordance with these Terms.
2. The Supplier shall be entitled to postpone the issue of any certification, manuals, drawings or the like until full payment has been received by the Supplier, in accordance with these Terms.
3. If the Client fails to make any payment on the due date then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel the contract or suspend this contract & limit any further deliveries to the Client.
4. Cancellation of any contract by the Client shall be permitted by express agreement of the Supplier only. In the event of any such cancellation the Client shall indemnify the Supplier 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 Supplier as a result of cancellation.
5. Should the Client as a result of actions set out above incur penalties or damages through any subsequent third party arrangements or agreements, the Supplier shall not be held responsible or liable nor shall the Supplier accept any charges resulting from any such penalties or damages.
6. NOTES IN TENDERING
7. We have assumed that work can be carried out during normal working hours and that there will be free access to all working areas without delays.
8. We have assumed that power, water and secure storage for tools and equipment, shall be available and there will be toilet and washing facilities on site available for our use.
9. We have assumed that the defined escape routes are limited to the escape stairs and final exits from the building.
10. If existing cable is to be reused, it is assumed to be in good condition. If it is found to need testing and or replacement, then this will be charged as extra.
11. The client will provide details of the site Health and Safety requirements in advance.
12. Installation would be carried out on a mutually agreed programme & subject to return of relevant documents requested.
13. GENERAL
14. The Supplier can take no responsibility for designs submitted for estimate unless specifically requested to in writing. Where this is applicable we shall refer to the drawing as a point of reference. In the event of the Client failing to provide the Supplier with all details necessary to provide an accurate design the Supplier shall incur no responsibility or penalty for any failure associated with or arising from any design produced nor shall the Supplier be liable for any damages arising whether in contract or tort, except as otherwise provided under these Terms.
15. Systems designed to comply with BS5839 type L3 or L4 “Protection of Escape Routes” should be provided with detectors on the escape route and in rooms (other than toilets) that open onto escape routes. The British Standard allows for the detectors in the rooms to be omitted subject to the agreement of all interested parties (FPO, Consultants and Insurers etc.). This proposal does not include detectors in these rooms unless otherwise specified.
16. Smoke Clearance System Designs, the Supplier shall assume that all relevant interested parties shall agree the design unless specifically stated in writing & that all relevant approvals & requirements have been met. The supplier reserves the right to charge “consultancy” fees for additional designs.
17. The Supplier reserves the right to substitute the specification equipment without notification for similar products without liability
18. All designs in relation to the siting of devices, interfaces & audible/visual devices are based upon best practice & should be taken that they will fulfil the required task, however upon commission should further devices be required, the Supplier reserves the right to invoice for the return trip to site, labour & materials used, UNLESS a full site visit to ascertain the building construction has been carried out & specified. The Supplier shall not incur any liability for non conformance or non compliance in the event that the performance of the Goods is affected by circumstances not made known to the Supplier at the time of issuing any design including without limitation the acoustic qualities of any structure, the siting of machinery, plant, furniture, or fittings or the interior qualities or structure of any building.

1. While every reasonable effort will be made to provide adequate numbers of any sounding devices, accurate determination of sound levels cannot be made until after the installation is complete. In the unlikely event that the sound levels in some areas fall below the level specified, additional sounding devices will be fitted at additional cost.

1. We assume that any existing system (where applicable) is in good order. Should any additional wiring and equipment be required, this will be chargeable as extra. This applies to any existing field equipment including power supplies, 230v supplies & any isolating equipment. The Supplier will take no liability for any existing equipment that may be in line with current recommendations unless specified in the estimate.
2. If the Fire Alarm Panel is changed, it may reveal earth faults not previously monitored. Tracing and rectification of earth faults would be chargeable as extra.
3. A latent fault in existing equipment or wiring can be revealed when the system is altered, modified or extended. Tracing and rectification of any faults would be chargeable as extra.
4. If the new installation renders the previous system obsolete, equipment items would be removed at our normal hourly charge rate & charged as extra.
5. If a 230v Supply is required for our equipment, it is to be wired in accordance with BS5839 Part 1 & wired on a separate circuit, run in fire rated cable & terminated with a suitable double isolator.

COMMISSIONING OF SYSTEMS (if applicable)

Where the Client is to fit Goods provided by the Supplier and the Supplier is to Commission the Goods:

The Client shall notify the Supplier in writing not less than FOURTEEN DAYS before commissioning is required.

The Client shall ensure that the whole of the works to be commissioned are available to carry out the Commissioning works in one continuous operation.

1. Should the Supplier find upon attendance that either faults are present or the site not ready for commissioning the Supplier reserves the right to charge the fees as set out in 6C & return once the faults have been cleared & site is ready. Our engineers will, to a degree try & help fault find but will not carry out any repairs unless instructed to do so by a means of a variation order.
2.  
3. If the above conditions above are not met (by means of documents not received, no installer on site or site ready etc.), we reserve the right to refuse attendance & charge a cancellation fee of £400.00 plus VAT PER ENGINEER.
4. The Supplier shall not be required to complete any commissioning works unless there is a representative of the Installer present during the process of commissioning.
5. The Client shall be responsible for witnessing the works of commissioning and signature on completion certifying that its authorised representative has witnessed the satisfactory operation of the goods. In the event that the Client fails to do so, the Warranty as shown below shall not be available or apply in respect of the Goods.

1. WARRANTY & GUARANTEE OF GOODS & SERVICES

If within twelve months after delivery of goods (or in the case of installations after the date on which the property in goods supplied and installed by us) is passed to you in accordance with 3.4. the Client shall give to the Supplier written notice that a defect exists in such goods and if the Supplier are satisfied that such defects arose solely through faulty materials and if the Supplier is satisfied that the goods have been subject to normal use the Supplier shall make good such defect by means of repair or, at the Suppliers option, by replacement of the equipment EXCLUDING any labour & expenses incurred, which shall be charged as extra.

1. HEADINGS

The headings in these Terms are for guidance only and shall not be used in any way in the interpretation of their meanings.

1. PROPER LAW

These Terms and any contract of which they form part shall be governed and construed in accordance with English Law and the Client and the Supplier submit to the non-exclusive jurisdiction of the English Courts.

1. ERRORS – OMISSIONS

In the event that any estimate by the Supplier is found to contain an error or omission then the Supplier reserves the right to amend the same without any liability.

1. WAIVER

No waiver by the Supplier of any breach of the contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

1. SEVERABILITY

If any provision of the contract between the Supplier and the Client is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.

1. THIRD PARTY RIGHTS

No party who is not a party to the contract between the Supplier and the Client shall be entitled by virtue of the Contracts (Rights of Third Parties) Act to enforce any provision of these Terms/the contract.