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TTM CONSULTANCY SERVICES LTD
Standard Terms & Conditions of Business. General 1aThese conditions shall apply to all contracts made by TTM Consultancy Services Ltd or any subsidiary (herein after referred to as TTM with customers for the sale of equipment or services supplied by TTM Consultancy Services Ltd) 1bThese terms shall be binding on all parties to a contract and no variation shall be effective unless reduced to writing and signed by a director of TTM. 1c Customers printed terms and conditions of business at variance with these terms shall not be binding on TTM. Quotations 2A Quotation given by TTM shall be valid for a period of 30 Days: thereafter its terms lapse. Orders sent to TTM will only be deemed as received if acknowleged in writing by TTM. Payment 3aThe customer shall be liable to pay for goods or services ordered within 30 days of the date of the invoice unless otherwise agreed. 3bCustomers making late payment outside the date set out in 3a above will be liable to pay interest at Barclays Bank minimum lending rate plus 6% on all sums outstanding. 3cIn the event of non-payment for goods or services after a period of 30 days, TTM reserves the right to enter into legal proceedings through the county courts to collect the outstanding debt along with any trade discounts and accrued interest that may be applicable, the customer shall also be liable for court costs. Cancellation 4An order accepted by TTM shall not be cancelled by the customer without written consent of TTM. Where a cancellation is so accepted by TTM the customer shall pay TTM 20% of the contract price or all costs incurred by TTM in performing the contract up to date of TTM acceptance of such cancellation, whichever is the greater. Delivery 5aIn the event of the customer returning or failing to accept any delivery of goods tendered in accordance with the contract TTM shall be entitled to invoice the customer for the goods tendered and treat the remainder of the contract (if any) as cancelled by the customer under condition 4 hereof. 5bTTM shall be entitled to store at the risk of the customer any goods of which the customer refuses or fails to take delivery and the customer shall in addition to the invoiced price therefore and without prejudice to any other damages for which it may be liable pay all costs of such storage and any additional costs for carriage or whatsoever cause incurred as a result of such refusal or failure which the seller may incur within 60 days of such refusal or failure. 5cThe goods shall unless delivered by TTM own transport or by a carrier on behalf of TM be deemed to have been delivered and the risk therein to have passed to the customer upon their transfer to the carrier named by the customer or (in the case of delivery "ex-works") upon TM notifying the purchaser that the goods are available for collection. 5d Small deviations or variations from particulars of goods shall not give rise to any claims. 5eIn any case where TTM is responsible for the carriage of goods TTM shall be under liability for the failure of the goods to arrive at their intended destination or for any loss or damage to the goods in transit unless the customer notifies TTM in writing of such failure or such loss or damage within four days of receipt or notification from TTM that the goods are being dispatched and risk will pass to the customer on delivery of the goods to their intended destination. 5fThe seller may deliver in such quantities as the seller may reasonably decide; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the buyer to cancel any subsequent instalments or repudiate this contract as a whole. Specification by the customer 6The customer shall indemnify and keep indemnified TTM against all claims, costs, damages all expenses incurred by TTM or for which TTM may become liable as a direct or indirect result of the carrying out of the work on the goods in accordance with the requirements of the specification or specifications of the customer involving any infringement or alleged infringement or any patent or any industrial or intellectual property or right vested in any person, firm, company or body. Variation of Design 7TTM hereby reserves the right at any time to make such alteration to the specification, design, construction of the goods as TTM shall in its own discretion deem fit provided always that the goods shall remain of merchantable quality and sufficient for the purposes of the customer if the customer shall have informed TTM of those purposes. Licences and Consents 8If any licence or consent of any government or other authority shall be required for the importation acquisition or use of the goods by the customer the customer shall obtain the same at its own expense and if necessary or so required produce evidence of the same to TTM on demand. Trade Marks 9The supply of goods hereunder shall not confer any right upon the customer to use any of TTM trade marks and at all times shall remain the property of TTM. Title 10aThe title goods sold by TTM to the customer shall not pass to the customer unless and until the customer has paid all monies due and owing to TTM at the date of sale. 10bUntil the customer has made payment aforesaid the customer shall hold the goods as bailee and the good will be and remain at the customers risk and the customer will be liable to TTM for all damage sustained to them from any cause whatsoever whilst the goods are in the customers possession. 10cTTM shall be entitled to recover from the customer their reasonable handling charges for the recovery of goods sold to the customer but not paid for under the terms of the agreement. Guarantee 11TTM guarantee the quality of the goods supplied for a period of 12 months from the date of delivery to the customer. TTM will at its discretion replace free of charge any defective components excluding carriage. For UK mainland sites TTM will at its discretion replace or repair free of charge any defective components including on site labour. Travel will be charged at TTM's prevailing contract rate. Subsurface cables are excluded. Save that TTM shall not be so liable in the event of defects arising from fair wear and tear in the use of the goods or from misuse or damage to the goods. Liability 12The goods as set out in TTM specification are only intended to reduce the risks of loss of and damage to property and injury to persons in or near the premises of the customer to the extent that is reasonably practical by use of such goods. TTM gives no undertaking to the customer that any particular loss, damage or injury can and will be prevented by the use of the goods. Complaints 13All complaints from the customer to TTM that the goods or services delivered do not correspond with the goods or services ordered shall be made within seven days of delivery in writing; therafter the customer will be deemed to have accepted the goods or services so delivered. Delay - Force Majeure 14TTM will not be liable for any loss by the customer through delay in delivering the goods or services ordered where such a delay shall have been caused by or shall as rise from force majeure (strikes, lockouts, shortage of labour or materials, riot civil commotion, fire, flood, drought, loss, delay at sea, breakdown or war) Termination 15If the customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it passes a resolution for voluntary winding-up (otherwise than for purposes of amalgamation or reconstruction) or shall have a petition for winding up against it or if a receiver shall be appointed for the whole or any part of its undertaking or if circumstances shall arise which entitle a court or creditor to appoint a receiver or manager or may entitle the court to make a winding- up order or if the customer shall make or suffer any similar action and in consequence of debt or shall commit any breach of any part of the Contract then TTM may stop the goods or equipment in transit and suspend deliveries and any further performance of the Contract and without prejudice to the generality of the foregoing may by notice in writing to the customer forthwith determine the contract without prejudice to any existing claims at the time of such termination. Waiver 16The failure by either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter. Consequential Loss 17TTM liability to the customer for defective goods or performance of services shall be limited to and will not exceed that set out in paragraph 11 above. TTM shall not be liable for consequential loss howsoever arising from such defects. Notices 18Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by pre-paid first class post, fax or telegraph to the party concerned at his principle place of business or last known address. Governing law 19The contract shall in all respects be governed by and construed and interpreted in accordance with laws on England and any disputes shall be subject to the exclusive jurisdiction of the English courts.
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