Redway Networks

Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,1 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,Welcome to Redway Networks. Thank you for using our goods and services which are provided by Redway Networks Limited, ,Aurora House, Deltic Avenue, Milton Keynes, MK13 8LW. By using our goods and services, you are agreeing to these Terms and ,Conditions of which the following definitions and rules of interpretation apply.,1.Definitions:,Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for,business.,Commencement Date: has the meaning given in clause 3.2.,Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.,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.,Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK,including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR). the Data ,Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI ,2003/2426) as amended.,Deliverables: the deliverables (if any) set out in the Order produced by the Supplier for the Customer.,Delivery Location: the location set out in the Order or such other location as the parties may agree.,Force Majeure Event: has the meaning given to it in clause 16.,Goods: the goods (or any part of them) set out in the Order.,Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by,the Customer and the Supplier.,Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights,,moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill,and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, ,rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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 of Goods and/or Services, as set out in the Customer's written acceptance of the ,Supplier's quotation.,Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service ,Specification.,Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.,Supplier: Redway Networks Limited registered in England and Wales with company number 09867985.,Supplier Materials: has the meaning given in clause 8.1(h).,2.Interpretation:,(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 successors and permitted assigns.,Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,2 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,(c)A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to ,legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative ,provision. ,(d)Any words following the terms including, include for example or any similar expression shall be construed as ,illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those ,terms. ,(e)A reference to writing or written includes fax and email. ,3.Basis of Contract: ,3.1The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with ,these Conditions. ,3.2The 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).,3.3Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or ,illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures are issued or published for,the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of ,the Contract nor have any contractual force. ,3.4These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or ,incorporate, or which are implied by law, trade custom, practice, or course of dealing. ,3.5Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its ,date of issue. ,3.6All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is ,specified. ,3.7The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in ,any documents of the Customer that is inconsistent with these Conditions. ,4.Delivery of Goods: ,4.1The Supplier shall deliver the Goods to the Delivery Location. ,4.2The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory ,requirement, and the Supplier shall notify the Customer in any such event. ,4.3Any 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 that is caused by a Force Majeure Event or the Customer's failure to ,provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the ,Goods. ,4.4If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the ,Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to ,comply with its obligations under the Contract in respect of the Goods: ,Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,3 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,(a)delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following ,the day on which the Supplier notified the Customer that the Goods were ready. and ,(b)the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and ,expenses (including insurance). ,4.5The 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. ,4.6The Customer shall acknowledge receipt of the Goods by signing a proof of delivery or similar. ,5.Quality of Goods: ,5.1The Customer’s remedies in respect of the Goods are limited to the warranty given by the third party manufacturer of those ,Goods (and subject to any limitations in such warranty). The Supplier undertakes to take all reasonable steps at the request ,of the Customer to ensure that the Customer has the benefit of any such warranty. ,5.2Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to ,comply with any warranty including any warranties implied by law.The Supplier does not warrant that the Goods and/or ,Services will be fit for purpose. ,5.3These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.,6.Title and Risk: ,6.1The risk in the Goods shall pass to the Customer on completion of delivery. ,6.2Title 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. ,6.3Until title to the Goods has passed to the Customer, the Customer shall: ,(a)store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as ,the Supplier's property. ,(b)not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;,(c)maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the ,Supplier's behalf from the date of delivery. ,(d)notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1(b)to clause ,14.1(d);and ,(e)give the Supplier such information as the Supplier may reasonably require from time to time relating to: ,(i)the Goods. and,(ii)the ongoing financial position of the Customer. ,Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,4 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,6.4At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods ,in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do ,so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. ,7.Supply of Services: ,7.1The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects. ,7.2The Supplier shall use all reasonable endeavours to meet any performance dates for the Services agreed by the parties in ,writing, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. ,7.3The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or ,regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier ,shall notify the Customer in any such event. ,7.4The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. ,8.Customer's Obligations:,8.1The Customer shall: ,(a)ensure that the terms of the Order and any information it provides in the Service Specification and 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 in order to ,supply the Services, and ensure that such information is complete and accurate in all material respects. ,(e)prepare the Customer's premises for the supply of the Services. ,(f)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. ,(g)comply with all applicable laws, including health and safety laws. and ,(h)keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the ,Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until ,returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the ,Supplier's written instructions or authorisation. ,8.2If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by ,the Customer or failure by the Customer to perform any relevant obligation (Customer Default):,(a)without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend ,performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer ,Default to relieve it from the performance of any of its obligations in each case to the extent the Customer ,Default prevents or delays the Supplier's performance of any of its obligations. ,(b)the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or ,indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2. and ,Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,5 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,(c)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. ,9.Charges and Payment: ,9.1The price for Goods and Services shall be the price set out in the Order or, if no price is quoted, the price set out in the ,Supplier's published price list as at the date of delivery.The Supplier reserves the right to make a cancellation and/or ,rescheduling charge if the Customer changes the date(s) for provision of the Services.Any cancellation or variation of an ,Order for Goods shall be at the discretion of the Supplier and shall be conditional upon the Supplier obtaining equivalent ,terms from any third party supplier of the Goods. ,9.2The price for Goods: ,(a)shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price ,list as at the date of delivery. and ,(b)shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced ,to the Customer. ,9.3The Supplier shall invoice the Customer prior to, on or at any time after completion of delivery and shall be entitled to ,require immediate payment by the Customer. ,9.4Where the Supplier grants credit terms to the Customer it shall pay each invoice submitted by the Supplier: ,(a)within 30 days of the date of the invoice. and ,(b)in full and 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. ,9.5All 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. ,9.6If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the ,Supplier's remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment ,of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 8% a year ,above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%. ,9.7All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other ,than any deduction or withholding of tax as required by law). ,10.Intellectual Property Rights: ,10.1All Intellectual Property Rights in the Goods and/or in or arising out of or in connection with the Services (other than ,Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier or its licensor. ,Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,6 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,10.2The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-,exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the ,Customer) for the purpose of receiving and using the Services and the Deliverables in its business. ,10.3The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2. ,10.4The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify ,any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the ,Services to the Customer. ,11.Data Protection: ,11.1Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, ,and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. ,11.2The parties acknowledge that for the purposes of the Data Protection Legislation, each is an independent controller and that ,the parties do not intend that either party will process personal data on behalf of the other party. ,12.Confidentiality: ,12.1Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the ,business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the ,other party belongs, except as permitted by clause 12.2. ,12.2Each party may disclose the other party's confidential information: ,(a)to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such ,information for the purposes of exercising the party's rights or carrying out its obligations under or in connection ,with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it ,discloses the other party's confidential information comply with this clause12. and ,(b)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. ,12.3No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its ,obligations under or in connection with the Contract. ,13.Limitation of Liability: ,13.1The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 ,per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the,Customer is responsible for making its own arrangements for the insurance of any excess loss. ,13.2The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including ,liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. ,13.3Nothing in the Contract limits any liability which cannot legally be limited, including liability for: ,(a)death or personal injury caused by negligence. ,(b)fraud or fraudulent misrepresentation. ,Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,7 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,(c)breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and ,Services Act 1982 (title and quiet possession). and ,(d)defective products under the Consumer Protection Act 1987. ,13.4Subject to clause 13.3, the Supplier's total liability to the Customer shall not exceed an amount equal to the amounts paid by ,the Customer in respect of the Goods and Services the subject of any claim. ,13.5The Supplier shall not be liable for the following types of loss: loss of profits. loss of sales or business. loss of agreements or ,contracts. loss of anticipated savings. loss of use or corruption of software, data or information. loss of or damage to ,goodwill. and indirect or consequential loss. ,13.6The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and ,clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, ,4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. ,13.7This clause 13 shall survive termination of the Contract. ,14.Termination: ,14.1Without affecting any other right or remedy available to it, either 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 the Contract and (if such breach is remediable) ,fails to remedy that breach within 30 days after receipt of notice in writing to do so. ,(b)the other party takes any step or action in connection with its entering administration, provisional liquidation or ,any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a ,moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent ,restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or ,action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction. ,(c)the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial ,part of its business. or ,(d)the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give ,effect to the terms of the Contract is in jeopardy. ,14.2Without affecting any other right or remedy available to it, 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 the Contract on the due date for ,payment. ,14.3Without affecting any other right or remedy available to it, 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 the Contract on the due date for payment, the Customer becomes subject to any of the events ,listed in clause 14.1(b) to clause 14.1(d), or the Supplier reasonably believes that the Customer is about to become subject ,to any of them. ,15.Consequences of Termination: ,15.1On termination of the Contract: ,Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,8 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,(a)the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest ,and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall ,submit an invoice, which shall be payable by the Customer immediately on receipt. ,(b)the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully ,paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession ,of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will ,not use them for any purpose not connected with this Contract. ,15.2Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have ,accrued up to the date of termination or expiry, 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. ,15.3Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall ,continue in full force and effect. ,16.Force Majeure: ,Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations ,under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force ,Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for ,performing such obligations. ,17.General: ,17.1Assignment and other dealings ,(a)The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any ,other manner with any or all of its rights and obligations under the Contract. ,(b)The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in ,any other manner with any of its rights and obligations under the Contract without the prior written consent of ,the Supplier. ,17.2Notices. ,(a)Any notice or other communication given to a party under or in connection with the Contract shall be in writing ,and shall be: ,(i)delivered by hand or by pre-paid first-class post or other next working day delivery service at its ,registered office (if a company) or its principal place of business (in any other case). or ,(ii)sent by email to the address habitually used by the receiving party in relation to this Contract. ,(b)Any notice or communication shall be deemed to have been received: ,(i)if delivered by hand, at the time the notice is left at the proper address. ,(ii)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. or ,(iii)if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of ,receipt, when business hours resume. In this clause 17.2(b)(iii),business hours means 9.00am to ,5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. ,Redway Networks Terms and Conditions (T&Cs) ,For the Supply of Goods and Services,9 ,Redway Networks Limited, Registered in England No. 9867985, VAT No. GB 227604025,(c)This clause does not apply to the service of any proceedings or other documents in any legal action or, where ,applicable, any arbitration or other method of dispute resolution. ,(d)A notice given under the Contract is not valid if sent by email. ,17.3Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be ,deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part ,provision of the Contract is deemed deleted under this clause 17.3the parties shall negotiate in good faith to agree a ,replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision. ,17.4Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute ,a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or ,remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other ,right or remedy.,17.5No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint ,venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into ,any commitments for or on behalf of the other party.,17.6Entire agreement. ,(a)The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous ,agreements, promises, assurances, warranties, representations and understandings between them, whether ,written or oral, relating to its subject matter. ,(b)Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in ,respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is ,not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent ,misrepresentation or negligent misrepresentation based on any statement in the Contract. ,(c)Nothing in this clause shall limit or exclude any liability for fraud. ,17.7Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts ,(Rights of Third Parties) Act 1999 to enforce any term of the Contract. ,17.8Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing ,and signed by the parties (or their authorised representatives).,17.9Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in ,connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of ,England and Wales.,17.10Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any ,dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject ,matter or formation.