DEFINITIONS
A "Equipment" means those
items referred to as "the Equipment" on an order.
"Service(s)" means the work referred to an Order which
F&SS will perform and the items, if any which F&SS will
deliver, in support of the Equipment of Programs.
"F&SS" means Fire & Safety Services.
TAXES
B Any taxes (other than those assessed
on profits or gains) which are payable in connection with the
supply of Equipment, Programs or Services will be borne by the
Customer.
PRICES AND PAYMENTS
C F&SS reserves the right to
modify the prices in accordance with the F&SS standard scales
in force on the commencement date. If any sum payable under this
contract or licence is in arrears for more than 30 days then(in
addition to any other rights or remedies) F&SS reserves the
right to charge interest on a day to day basis from the original
due date of 4 per cent above Barclays base rate in force from
time to time.
FIRE & SAFETY SERVICES LIABILITIES
D The total of F&SS's responsibilities
under or in connection with this contract or licence (whether
arising from negligence, contract or howsoever), is limited in
respect of each event, or series of connected events to the following
maxims:
a. £5000,000 in respect of
physical damage to or loss of tangible property.
b. £100,000 or the price or
charge payable for the service in respect of which the liability
arises (whichever is the lesser), provided that in no event will
F&SS be liable for:
I loss resulting from any defect
or deficiency with F&SS shall have physically remedied at
its own expense within a reasonable time; or
2 any indirect or consequential loss
of business or profits sustained by the Customer; or
3 loss which could have been avoided
by the Customer following F&SS's reasonable advice and instructions.
TERMINATION
E a If the Customer is in breach
of Contract and does not remedy that breach within fourteen days
after receiving written notice F&SS's option, suspend the
performance of F&SS's obligations under that or any other
contract until the breach is remedied. The Customer will have
no claim against F&SS on account of F&SS's withholding
performance of its obligations in these circumstances.
b if either party commits an act
of bankruptcy or goes or is put into liquidation (other than solely
for amalgamation or reconstruction), or if a receiver is appointed
over any part of the party's business or if the party suffers
the seizure of any property for non-payment of any debt, then
the other party may regard any such circumstances as grounds for
immediately terminating any contract without notice.
c Termination will not discharge
either party from performing any obligation or from payment of
any sums already due by reason of the termination.
d Upon termination for whatever reason,
the Customer will immediately deliver up any F&SS property
which he has no contractual right to retain and F&SS may enter
any premises to recover and remove such property
e F&SS may, at its discretion,
terminate the contract, giving a minimum of 30 days notice, if
any essential component part or skill becomes unavailable or unreasonably
difficult to obtain.
FORCE MAJEURE
F Neither party will be liable for
delay in performing obligations or for failure to perform obligations
if the delay or failure resulting from circumstances beyond the
control of the party(whether happening in the United Kingdom or
elsewhere) including but not limited to force majeure, Act of
God, or other governmental act, fire, explosion, accident, civil
commotion, industrial dispute or impossibility of obtaining materials.
ASSIGNMENT
G The Customer may not assign any
contract or licence in whole or in part without the written consent
of F&SS.
SEVERABILITY
H If any part term or provision
of the Agreement not being of a fundamental nature, be held illegal
or unforceable, the validity or enforceability of the remainder
of the Agreement shall not be affected
THE CONTRACT
I This document plus any attachment
signed by both parties and the F&SS account application form
constitute the sole and entire binding contract.
EQUIPMENT ON LOAN
J The Customer will insure the goods
whilst in his possession and return them in their original condition/packaging.
F&SS reserve the right to charged the Customer the cost of
any remedial work.
GOVERNING LAW
K All aspects of this agreement are
governed by English Law and English Courts.
THE SERVICE
1 F&SS will provide the F&SS
Maintenance service ("the Service") described in the
front of this document. The service will commence on the date
entered on the Service Order Form ('The Service Commencement Date).
2 The Service provides for the repair
of the equipment on the front of this form and if specified on
the form also includes the supply and replacement parts. When
replacement parts are fitted the parts removed are F&SS's
property. Where deemed necessary by F&SS the contract will
include cleaning, adjusting, inspecting, calibrating, and preventative
maintenance visits, as appropriate, to the particular equipment
installed.
3 The Service will not include the
following, which may be provided at extra charge:
A. any modifications or additions
to the equipment
B. remedying any defects which are
not the result of normal wear and tear
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C. remedying defects which result
from the Customer's failure to follow F&SS's instructions
or advice.
D. The reconditioning or replacement
of any complete item of equipment due to normal wear and tear
or damage (other than through the fault or neglect of F&SS),
or
E. The maintenance, repair or replacement
of media or any item which is by its nature expendable e.g print
heads, infrared bulbs, monitor tubes, audio and video heads unless
specifically stated.
A list of current expendable items is available from F&SS.
F unless specifically indicated cabling
and wiring between units of equipment is excluded.
G the maintenance service provided
is limited to reinstatement of the equipment to the working condition
prior to the fault occurrence but excludes the reinstatement of
the Customer's operating system software, application software
and datafiles unless specifically agreed.
4 The Customer at his
own expense will give F&SS full access to the equipment to enable
F&SS to provide the Service and where appropriate make available
to F&SS engineers Customer staff who are familiar with the Customer's
equipment.
5 F&SS may, at its
discretion, remove from the Customer's premises any complete item
of
equipment specified on the Service Order Form for the purposes of
providing the Service.
6 If the Customer, having
given F&SS reasonable notice, requires the Service outside the
hours specified on the Service Order Form, then F&SS will use
all reasonable endeavours to provide such Service subject to payment
of extra charges in accordance with F&SS standard scales and
terms then in force.
CARE OF EQUIPMENT
7 In order to protect
the validity of the contract, the Customer shall notify F&SS,
in writing
prior to moving the equipment. F&SS will supervise said de-
installation and re- installation, unless in his sole opinion this
is unnecessary. Service obligations shall be suspended whilst the
move is carried out and reinstated following inspection by F&SS
at the new location to check that the equipment has not been damaged
during the move and that it has been reinstalled correctly. A charge
may be made for this supervision and inspection.
CHARGES
8 The customer will pay
maintenance charges in accordance with the appropriate F&SS
standard scales in force from time to time. The charges will be
received annually. Annual maintenance charges are payable on the
Service Commencement date or on receipt of invoice, whichever is
the later and on all subsequent anniversaries thereof, unless terminated
as detailed in clause E of the General Conditions. With the first
payment is also due the proportioned charge for the period (if any)
from and including the Service Commencement Date.
9a
F&SS shall be entitled, after 12 months from commencement date,
to increase its annual
charge for service, by an amount that does not exceed the percentage
increase in Retail
Prices Index as published by the Department of Employment for the
period from the date of this agreement or the date of which the
preceding increase came into effect.
b In the event that such increase is
greater than the increase detailed above. F&SS shall
give the customer not less than 30 days notice to that effect.
EXEMPTIONS
9 F&SS will not be liable under
this contract for any delay, failure, breakdown, damage,
Loss or injury caused by;
a. equipment or parts therof, services
supplied by the customer or any third party, or
b. media or consumables not suitable
for the equipment, or
c. equipment or programs modified by
or on behalf of the Customer, or
d. any requirements of the British
Telecommunications or other telecommunications authority.
11 If the Customer uses media or consumables
which are not suitable for use with the
equipment or have been treated with any substance (other than as
required by F&SS), F&SS reserves the right to make an additional
charge to cover any additional service necessitated. The Customer
accepts full responsibility for the performance of the equipment
if the performance is adversely affected by such use.
DURATION
12 The service will continue for the
contract length indicated, or not less than 1 year from
Service Commencement date and thereafter until terminated by not
less than six months written notice given by either party, subsequent
to the minimum period. Provided that if there is a substantial or
continual breach of contract by the Customer (including failure
to pay on the due date). Or the Customer suffers distress or execution
or commits an act of bankruptcy or goes or is put into liquidation
(otherwise than solely for amalgamation or reconstruction) or if
a receiver is appointed over the Customers business. F&SS may
(not withstanding that on a former occasion or occasions it has
waived it rights) by written notice terminate this contract, or
at its discretion, suspend the Service.
AVAILABILITY
13 Should the supply of spares to F&SS
from Manufacturers or equivalent source be
Unreasonably difficult to obtain, then F&SS shall be entitled
to terminate this agreement or related part thereof at any time
thereafter by providing 90 days prior written notice to the Customer.
14 This Agreement is entered into on
the understanding that the provision by F&SS of the
Maintenance services is dependant upon availability to F&SS
of sub-assemblies and component spares from the Manufacturer or
other equivalent sources. F&SS will use all reasonable endeavours
to hold sufficient spare parts and sub assemblies for the duration
of the contract.
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