Terms and Conditions
These terms and
conditions given the relationship between Charity & Taylor (Electronic
Services) LTD and the Client and are the basis of the provision of Goods and
Services by G COMM.
In these conditions of contract the following expressions will have the
1. "G COMM"
shall mean Charity & Taylor (Electronic Services) LTD whose registered
office is Charity & Taylor (Electronic Services) LTD 4 Battery Green Road,
Lowestoft, Suffolk NR32 1DE.
will be any company, partnership, practice or person purchasing Goods or
Services directly or indirectly through G COMM as identified on the front of
shall mean this Contract and any associated Quotation made by G COMM.
shall mean any specification or information leaflet on Goods or Services
supplied by G COMM whether written by G COMM or by the manufacturer.
shall mean any equipment purchased through G COMM.
shall mean the scope of work identified in Section 3 of this Contract.
shall mean the written quotation from G COMM, which outlines the approximation
of the cost of Goods or Services requested by the Client, identified by its
unique number, and the subsequent adjustments agreed in writing by both
Order" shall mean the purchase order from the Client as instruction to
commence the provision of the Goods or Services either provided verbally or in
writing, expressed or implied.
of Order" shall mean the sales order confirmation issued by G COMM on
receipt of a Purchase Order.
Note" shall mean the documentation provided by G COMM accompanying
shall mean the sales invoice as issued by G COMM.
shall mean a network node equipped for interfacing with other networks that
uses different protocols and systems.
shall mean a non-essential, supplementary part, object, or the like, used
mainly for convenience, safety, etc.
shall mean something that is produced to be used and replaced, ie. batteries.
shall mean the returns authorisation number.
shall mean that no fault was found.
SECTION 1: Terms & Conditions
- Scope of the Work
1. G COMM shall
provide the Goods or Services outlined in the Quotation as identified by its
2. The scope of the
work performed will be in accordance with the Quotation provided and the agreed
adjustments evidenced in writing.
3. Any variation to
the scope of the work or orders will only be accepted on the terms agreed with
4. We confirm that
should any variation arise, our standard procedure of detailed Quotation for
approval, before commencement would apply.
- Application of Terms
1. Subject to any
variation under condition 4.3 the Contract shall be on these conditions to the
exclusion of all other terms and conditions (including any terms or conditions
which the Client purports to apply under any Purchase Order, Confirmation of
Order, Brochure or other document).
2. Where a Quotation
is provided by G COMM it will have a validity period of 30 days only from its
date of issue unless it is either withdrawn or extended by G COMM. Such
withdrawal or extension is at G COMM's express discretion.
3. No terms or
conditions endorsed on, delivered with or contained in the Client's purchase
order, confirmation of order, brochure or other document shall form part of the
Contract simply as a result of such document being referred to in the Contract.
4. These conditions
apply to all G COMM's sales and any variation to these conditions and any
representations about the Goods or Services shall have no effect unless
expressly agreed in writing and signed by a Director of G COMM.
5. Any Quotation is
given on the basis that no Contract shall come into existence until G COMM
despatches a confirmation of order to the Client.
6. During the validity
period G COMM reserves the right to amend the charges after due notice is
provided to the Client.
1. In consideration
for the provision of the Goods or Services, the Client shall pay to G COMM the
sum outlined in the invoice plus any credit card charges, VAT and mandatory
taxes at the prevailing rate.
2. The invoice shall
be in accordance with any quotation plus any variations or where it is airtime
in accordance with data records provided by the system Gateway which is deemed
conclusive evidence of calls made.
3. For clients who
have not been extended a credit account payment, defined as cleared funds, is
required prior to the despatch of any Goods or the provision of any Service.
Payment may be made by: cheque, credit card or bank transfer subject to G COMM
4. For clients who
have been extended a credit account the following will apply
1. Invoices will be
raised the day following despatch of Goods.
2. Where payment has
been agreed by credit card the payment will be collected prior to despatch.
3. For all non credit
card methods payment shall be due strictly 30 days from date of invoice unless
agreed in writing.
5. In order to apply
for a credit account the following will apply:
1. G COMM will credit
check any applicants for account facilities using the information supplied by
2. Client's details
may be passed to credit reference and fraud protection agencies and it is a
condition of the credit facilities being provided that you agree to these terms
and conditions and also the use of the information provided for this purpose.
3. Any information
held by us for this purpose is available to you under the Data Protection Act
(1998) on application in writing and on receipt of the application fee (please
contact us for details).
4. Without prejudice
to any other rights available to G COMM, if any invoice remains unpaid 30 days
following the due date, G COMM reserve the right to charge interest on the
outstanding balance (both before and after judgement) at the rate of 2% per
calendar month or part calendar month and the Client's right to credit
facilities are revoked and a full payment of all outstanding balances will be
made. Client will indemnify G COMM against all costs incurred in collection.
6. G COMM will accept
all foreign exchange costs and risks on the contract provided payment is made
by the due date and in accordance with the agreed contractual terms. Where
payment is not made by the due date and in accordance with the agreed
contractual terms then all additional foreign exchange costs are to be borne by
despatch and the passing of risk pursuant to this contract, all the Services
and Goods provided remain the property of G COMM until full payment as cleared
funds of all sums which are or may become due and owing on any account
whatsoever, including debts and liabilities arising before and after the date
of this contract.
8. Until such time as
title passes to the Client, the Client shall hold the Services or Goods as the
fiduciary agent and Bailee of G COMM. The Client will ensure the Services or
Goods are properly protected, stored, insured and identified as G COMM's
property. Until that time, or until termination of the agreement, the Client is
entitled to resell or utilise the product in their normal course of business
but shall account to G COMM for the proceeds of sale, in whatever form, and
shall maintain the proceeds as separate from the monies or property of the
Client or a third party. The Client shall be responsible for ensuring the
necessary registrations are affected to secure G COMM's interests as defined in
this clause 5.9 and where such registration is not provided the Clients owners,
managers and or Directors agree to indemnify G COMM for all costs and losses.
9. Until such time as
title passes to the client G COMM shall be entitled at any time to require the
Client to deliver the Services or Goods to G COMM at their expense. If the
Client fails to deliver the Services or Goods when requested G COMM shall be entitled
at any time to enter the Customer's, or third parties premises and repossess
the Services or Goods.
1. Any warranty
offered on any Goods or Services purchased directly or indirectly through G
COMM shall be as per the terms and conditions set out by the manufacturer.
2. G COMM cannot be
held liable for any breach of warranty by the manufacturer.
3. G COMM may offer a
replacement service for Goods purchased which found to be faulty from date of
purchase, subject to the failure being reported to the Customer Service Team
within 2 weeks of despatch.
4. Clients may contact
the Customer Service Department between the hours of 09:00 and 17:30 UK time on
+44 (0) 1473 327813 or email:firstname.lastname@example.org
5. A Serial Number will
be required to identify the faulty Goods.
6. Customer Services
may issue a RAN for the return of the Goods. The client will then be required
to return the Goods by prepaid courier to G COMM, together with proof of
purchase or the product warranty card where applicable quoting the RAN to G
COMM, 4 Battery Green Road, Lowestoft, Suffolk NR32 1DE.
7. Proof of postage is
not proof of receipt and the client remains responsible for the Goods and
should ensure that they are fully insured during transit.
8. Once a RAN number
has been issued, Goods may be returned to G COMM for assessment at the client's
9. If there is no
fault found in the Goods (NFF), a handling charge will be payable by the
10. The NFF fee is
£50.00 + VAT plus any costs incurred and associated with the shipping of the
11. Items excluded from
1. Goods supplied more
than 12 months prior to return.
2. Goods that have
been fitted with non-manufacturer approved accessories e.g. batteries, power
3. Goods that fail due
to misuse, abuse or damage.
4. Goods that have
been serviced/repaired by anyone other than G COMM or an G COMM authorised
5. Goods that have
been incorrectly installed.
6. Goods damaged by
failure to follow user manual instructions.
7. Batteries and
12. If, having
investigated the fault, G COMM agree that the Goods repair is covered under
warranty; they will forward the Goods to the manufacturer for repair. Any
repaired Goods will be returned through G COMM.
13. Goods once returned
to G COMM by the manufacturer will be shipped to the client via an G COMM
preferred courier and will be insured, unless the client has advised G COMM in
writing in a timely fashion ahead of intended despatch, that they do not want
the Goods insured and accept any liability for loss or damage in transit.
14. G COMM will
recharge the client for any costs associated with the shipping of the Goods.
15. If the Goods are
found to be out of warranty, G COMM will advise the client and send a
quotation. The quotation will be in writing and will be valid for 30 days.
16. Acceptance of any
quotation is required in writing, if no response is received from the client
and the 30 days quotation expires, a further quotation will be issued by G
COMM. This quotation will be valid for a further 10 days.
17. If the client does
not respond to both quotations and the quotation periods have expired, then G
COMM reserve the right to dispose of the Goods. Any costs associated with the
disposal of the Goods will be recharged to the client.
18. If a repair
quotation is refused, the Goods will be returned to the client who will be
charged £48.00 per hour for any labour undertaken during the investigation of
the fault plus any costs incurred and associated with the shipping of the
19. G COMM will
endeavour to repair any in-house repairable Goods within 3 working days from
receipt assuming that any quotations given have been accepted in writing by the
20. A Premium Service
for in house repairs may be available for turn around within 24 hours, on
application in writing to G COMM and subject to a premium rate, as will be
21. Clients are still
responsible for any airtime charges incurred whilst their Goods are in for
repair. Clients may be offered alternative Goods for use whilst theirs are
being repaired, if they have taken advantage of the Enhanced Warranty option.
22. Once the Goods are
repaired they will be returned to the client via an G COMM preferred courier
and will be insured, unless the client has advised G COMM in writing in a timely
fashion ahead of intended despatch, that they do not want the Goods insured and
accept any liability for loss or damage in transit. The client will be invoiced
for the cost of the repair plus any costs incurred and associated with the
shipping of the Goods.
1. This Contract shall
be confidential and no detail shall be divulged by either party to any third
party, other than external auditors, without the prior written permission of
the signatories to this Contract. This provision shall apply both while this
Contact is in force and afterwards.
2. Neither party shall
have an obligation with respect to any Confidential Information of a commercial
or other nature which:
1. has come into the
public domain otherwise than as a result of a breach of this Contract;
2. is approved for
release by written authorisation from the other party;
3. is received from a
third party without similar restrictions and without breach of this contract;
4. is disclosed
pursuant to a legally enforceable requirement of a Government agency or order
of the Court.
1. G COMM will use all
reasonable endeavours in ensuring its employees use reasonable skill and care
in the provision of the Goods and Services.
2. Subject to
sufficient and correct documentation being offered by the Client and the
warranty clauses in 4.6, G COMM accepts:
1. liability for death
and personal injury resulting from G COMM's negligence.
2. liability for
obvious negligence arising in connection with the provision of Goods or
Services, as agreed between the parties, to a maximum of the Contract Value.
3. If officers or
employees of G COMM are instructed, in isolation or as part of a project to
open repair install or in any other way alter any Goods for or on behalf of a
customer G COMM will in no way be liable for any alterations to a warranty
guarantee or certification of said Goods.
4. G COMM cannot be
held liable for any Goods or Services returned under the warranty when these
are in the possession of, or in transit to, the manufacturer for rectification
5. Any liability in
respect of claims arising in contract, or otherwise, for losses of a
consequential or contingent nature, due to faults of G COMM is expressly
excluded. In no event will G COMM be liable for loss of anticipated profit,
loss by reason of plant shutdown, non operation or increased expense of
operation of other Goods or Services or other costs, expenses or losses, real
6. No liability of
consequential loss will be accepted by G COMM for:
1. Any or all failure
or reduction in quality in all aspects of the system hardware or Services
provided nor the satellite(s) or terrestrial connections that apply.
2. Any failure, errors
or omissions of the satellite operator, sub distributors or any other person or
organisation associated directly or indirectly with the provision of the anticipated
7. Any condition or
warranty, which might otherwise be implied or incorporated within this Contract
by reason of statute or common law or otherwise, is hereby expressly excluded.
8. No warranty either
express or implied as to performance for fitness for purpose is given.
9. Where Goods are
despatched by G COMM to the Client, risk shall pass at the time of despatch.
10. Any dates specified
by G COMM for the delivery of Goods are intended to be an estimate and time for
delivery shall not be made of the essence by notice. If no dates are so
specified, delivery shall be within a reasonable time.
11. G COMM may deliver
the Goods by separate instalments. Each separate instalment shall be invoiced
and paid for in accordance with the provisions of the Contract. Each instalment
shall be a separate Contract and no cancellation of any one Contract relating
to an instalment shall entitle the Client to repudiate or cancel any other
Contract or instalment.
12. G COMM accepts no
liability for loss or damage caused by any courier. It is recommended that
Clients fully insure their Goods at all times. G COMM will automatically insure
any Goods shipped through a Courier service and will recharge this cost to the
Client to cover packaging and prepayment, unless otherwise requested in writing
by the client in a timely fashion ahead of intended despatch. G COMM may use
clients own preferred freight accounts where requested in writing by the client
in a timely fashion ahead of intended despatch, provided that the arrangements
for the use of this service are acceptable to G COMM.
1. Orders accepted by
G COMM cannot be terminated except with the written consent of G COMM. This
will not be unreasonably withheld and will be given upon terms that will
indemnify G COMM against loss.
2. G COMM reserve the
right to charge a 15% cancellation/restocking charge.
3. In the event of
either party making a composition or arrangement with its creditors or having a
proposal for the composition of debtors or scheme or arrangement approved in
accordance with the Insolvency act 1986, or having an application made for the
appointment of an administrator or having a winding up order passed, or a
provisional liquidator, receiver, manager, administrative receiver or similar
officer appointed, or possession taken, by or on behalf of the holder of any
debenture secured by a floating charge of any property comprised in or subject
to the floating charge, or threatening to cease carrying on business, then this
Contract will terminate forthwith.
4. Any termination of
this Contract in accordance with this clause shall be without prejudice to any
other rights or remedies a party may be entitled to under this Contract, or at
law, and shall not affect any accrued rights or liabilities of either party.
- Clients Responsibility
1. To ensure that they
understand and comply with the laws and licensing arrangements of the country
in which they are operating for any Goods or Services purchased directly or
indirectly through G COMM.
2. To operate any
Goods in line with the manufacturers instructions.
3. To observe any
restrictions on operation in line with any service providers contracts.
4. To ensure that any
wG COMMe products are disposed of in a responsible manner and in compliance
with relevant legislation on wG COMMe disposal.
5. To safeguard any
Goods from any unauthorised, fraudulent or dangerous use.
6. To notify G COMM
immediately if any unit is stolen, so that the airtime service may be
suspended. Please note that notification must be followed up in writing and
that any calls made from the terminal including fraudulent calls and those
derived from SIM card cloning will be chargeable howsoever caused, until such
notification is received and suspension of the terminal is confirmed by the
1. Where airtime is
being provided the Client will need to sign a separate agreement with the
airtime provider and this will subject to separate terms and conditions.
2. Where the Client
requires top-up and validity separate conditions will apply as provided by the
3. Activation of the
pre-paid service is considered to be full and final acceptance of the airtime
service, credits are not claimable once the service has been activated.
1. All samples,
drawings, descriptive matter, specifications and advertising issued by G COMM
and any descriptions or illustrations contained in G COMM's brochures are
issued or published for the sole purpose of giving an approximate idea of the
Goods described in them. Any technical information published or supplied by G
COMM is subject to alterations or correction without notice. They shall not
form part of the Contract and this is not a sale by sample or description.
2. G COMM may assign
the Contract or any part of it to any person, firm or company.
3. The client shall
not assign, transfer, subcontract or in any manner make over to a third party
the benefit of this Contract without the prior written consent of G COMM.
4. It is acknowledged
and agreed by both parties that neither entry into, nor performance of the
terms of this Contract constitutes a partnership or relationship of agency
between the parties.
5. Any waiver by
either party of its rights under this Contract or of any breach of this
Contract shall not be construed as a waiver of any or further rights or breach.
6. G COMM reserve the
right to suspend the Service or the provision of Goods at any time upon
discovery of a breach of this Contract.
7. Both parties to the
contract will comply with their respective obligations under the Data
Protection Act, as modified from time to time.
8. All references to
the masculine gender include the feminine and neuter unless otherwise
9. Headings are for
convenience only and shall not affect the construction of the Contract. No
Contract shall be deemed to be capable of invalidation owing to printing or
- Whole Agreement
1. Each party
acknowledges this Contract (including the quotations) contains the whole
Contract between the parties and that it has not relied upon any oral or
written representations made to it by the other or its employees or agents and
has made its own independent investigation into all matters relevant to it.
2. In the event of
there being any inconsistency between these terms and the quotations provided
these terms and conditions prevail.
3. This Contract (including
the Quotations) supersedes any prior Contract between the parties, either
written or oral, for the provision of the Good or Service.
1. In the event of any
dispute over the quality of Service received the Client will inform the
Managing Director in writing. The Managing Director will then undertake a full
review of all complaints received and shall offer up a report within 4 weeks of
2. Any dispute arising
out of or in connection with the Contract shall be governed by English Law and
shall be subject to the exclusive jurisdiction of the English courts.
- Force Majeure
Neither party shall be in breach of this Contract
if there is any total or partial failure of performance by it of its duties and
obligations resulting from causes beyond its control including, but not limited
to, any act of God, fire, act of Government or State, war, labour disputes of
whatever nature, breakdown of plant or machinery or inability to obtain
materials or staffing.
Any notice or documentation given under this
Contract shall be in writing and shall be deemed to have been duly given, left
at, or sent by first class post, registered post, facsimile or other electronic
media to a party at its trading address, registered office or lG COMM known
address for such party or other address as the party may from time to time
designate by written notice by the other. Any notice given by post shall be
deemed to have been delivered 48 hours after posting. Where notice is given by facsimile
transmission or other electronic media it shall be deemed to have been
delivered at the time specified on the senders transmission records if
transmitted before 5 pm on a working day but otherwise on the next working day.
If any provision of
this Contract (including the Quotation) is found to be invalid or unenforceable
under any applicable law then such provision either shall be inoperative to the
extent, or replaced with such wording, necessary to achieve compliance with
such law. The remaining provisions of this contract, and such revised wordings
as necessary to achieve compliance with the relevant law, shall remain binding
on the parties and enforceable as if any such revision was not required.