TERMS AND CONDITIONS OF CONTRACT FOR SALE AND PURCHASE

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Definitions
1.1 ‘the Customer’ means the person, company or body who agrees to buy the Equipment from HTL. The phrase ‘you’ or ‘your’ is also used in this agreement in connection with the Customer’s obligations.
1.2 ‘HTL’ means HTL Operations Ltd, the Seller of the Equipment to be sold under this agreement. The phrase ‘us’ or ‘our’ is also used in this agreement in connection with HTL’s obligations.
1.3 ‘the Equipment’ means the equipments identified of the first page of this agreement which is to be sold by HTL and purchased by the Customer for the Price.
1.4 ‘the Price’ means the price to be paid by the Customer to HTL for the purchase of the Equipment which is stated on the first page of this agreement and which is exclusive of VAT.
1.5 ‘Delivery Date’ means the date specified by HTL when the goods are to be delivered.
1.6 ‘Installation’ means the installation of the Equipment at the Installation address shown on the front of this agreement to be undertaken by HTL and ‘install’ shall have an appropriate meaning.
1.7.1"Labour" means any and all work carried out by HTL Operation's engineers, either on a Customer's premises or remotely via telephone or remote control software, measured in 15 minute intervals.
1.7.2 "Labour Rate" means the hourly rate at which HTL charges for Labour. Unless specifically agreed between HTL operations Ltd and the Customer this rate is £110 an hour exclusive of VAT.
1.7.3 "Call Out Fee" means the amount charged to attend a client's premises. Unless specifically agreed between HTL operations Ltd and the Customer this is £50 exclusive of VAT.
1.7.4 "Cost of Labour" means the total cost per item of work completed, calculated as the quantity of Labour multiplied by the Labour Rate plus the Call Out Fee.
1.8 "The Subsidy" means the amount paid on behalf of the Customer to HTL Operations Ltd, by HTL Support Ltd in any month in relation to the Cost of Labour. HTL Operations Ltd has an ongoing agreement with HTL Support Ltd. This agreement states that HTL Support Ltd will pay for the first £100, or £500, or £1000, or £2000, or £3000 of a Customers's Cost of Labour each month depending on the exact agreement between HTL support Ltd and the Customer.
1.9 "The Discount" means the amount paid on behalf of the Customer to HTL Operations Ltd by HTL Support Ltd in any month. HTL Operations has an ongoing agreement with HTL Support Ltd, whereby the Customer's of HTL Support Ltd will be offered a discount on the Labour Rate. The difference between the discounted Labour Rate and actual Labour Rate is paid to HTL Operations Ltd by HTL Support Ltd. The amount of discount offered depends on the exact agreement between HTL Support and the Customer.

Price and Payment
2.1 The Customer shall pay to HTL Operations Ltd the Price together with Cost of Labour together with all VAT applicable thereon as at the date of issue of HTL’s invoice in respect of the same which shall be paid in full within 14 days of HTL Operations's invoice.
2.2 The Subsidy and The Discount will be applied to HTL Operations Ltd Invoice on the Invoice Date. If HTL Support Ltd fails to pay HTL Operations Ltd the amounts in relation to The Subsidy and The Discount, and provides HTL Operations Ltd with a reasonable explanation then the Customer will pay to HTL Operations the amount equal to The Subsidy and The Discount, which will be invoiced separately. Examples of a reasonable explanation may include (but are not limited to); failure of the Customer to pay HTL Support Ltd or the Customer not having a contract with HTL Support Ltd.
2.3 Interest on overdue invoices shall accrue from the date of invoice until the date of payment on a day to day basis compounded monthly at the rate of 5% above the Base Rate for the time being of HSBC Bank Plc and shall accrue at such a rate after as well as before judgement.

Delivery and Installation of the Equipment
3.1 The Equipment shall be delivered and installed by HTL at the Installation Address stated on the first page of this agreement.
3.2 The Customer shall make all necessary arrangements to take delivery of the Equipment on the Delivery Date and shall make all necessary arrangements for the supply of all electrical power and/or supplies as HTL shall request together with free and uninterrupted access to the Customer’s property as shall be necessary for the Installation of the Equipment.
3.3 It is the responsibility of the Customer to ensure all appropriate arrangements have been made with British Telecom or such other service supplier to enable the Installation and proper functioning of the Equipment. In so far as HTL shall agree to negotiate or communicate on the Customer’s behalf with British Telecom or such other servive provider they shall do so as agent for and on behalf of the Customer and shall not be liable for any delay, neglect or failure on the part of British Telecom or such other provider to provide such services and/or equipment which may be necessary to enable the Equipment to be installed.
3.4 HTL shall not be liable for any interruption in any telephone service provided to the Customer during the Installation of the Equipment nor any loss of whatsoever nature arising therefrom, and it is acknowledged by the Customer that during the period of installation some essential services such as telecommunications networks and data networks are likely to be disconnected or disrupted.
3.5 HTL shall install the Equipment to enable the same to function correctly and in accordance with the Manufacturers specifications but shall have no liability to the Customer if the Customer has not complied with its obligations in clause 3.3 nor shall HTL have any liability as a consequence of any delay or loss or damage caused by British Telecom or such other service supplier.
3.6 HTL shall have no liability to the Customer arising as a consequence of the inability of the Equipment to function or to function to its full specification as a consequence of supplies materials or connections provided to the Installation Address by any third party.
3.7 Installation of the Equipment shall occur between the hours of 9.00am and 5.00pm on Monday to Friday unless HTL shall agree otherwise.

Title and Risk
4.1 Risk in the Equipment shall pass to the customer on delivery to the Installation address and HTL shall have no liability to the Customer for any damage to the Equipment following delivery arising other than from the negligence of any employee or agent of HTL whilst installing the Equipment.
4.2 In spite of delivery and Installation of the Equipment ownership in the Equipment shall not pass to the Customer until the Customer shall have paid the Price plus VAT in full and there shall be no other sums whatever due from the customer to HTL.
4.3 Until the ownership of the Equipment passes to the Customer in accordance with clause 4.2 the Customer holds the Equipment on a fiduciary basis as a bailee for HTL. The Customer shall store the Equipment in such a way so it is separate from any other property of the Customer and so it is clearly marked in a way that the Equipment is identifiable as HTL’s property.
4.4 Until ownership of the Equipment passes to the Customer the Customer will deliver the Equipment to HTL on demand. If the Customer fails to do so HTL shall have the right to enter upon any premises owned, occupied or controlled by the Customer where the Equipment is situated and repossess the Equipment or if the Customer has paid part of the sum or sums due under this contract HTL shall have the right to repossess such of the Equipment as shall be equal in value (as at the time of repossession) to the amount due to HTL from the Customer.
4.5 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Equipment until ownership passes to the Customer.
4.6 The Customer shall insure and keep insured the Equipment to the full price against ‘all risks’ to the reasonable satisfaction of HTL until ownership passes to the customer.
4.7 The Customer shall promptly (where applicable) deliver the prescribed particulars of this agreement to the Registrar of Companies in accordance with the Companies Act 1985 Part XII as amended.

Acceptance of the Equipment by the Customer
5.1 HTL will afford the Customer the opportunity of inspection of the Equipment on delivery and prior to installation by HTL. Equipment order pursuant to this agreement is individual and acquired by HTL solely for the Customer’s purposes and consequently, the Customer shall have no right to reject the Equipment unless such rejection shall occur prior to the Installation of the Equipment and such rejection shall be based solely upon the fact that the Equipment does not correspond with the description of the Equipment as set out on the front page of this Agreement (save for any minor discrepancy which HTL are able to remedy within 14 days of the delivery date).
5.2 The Customer shall have no right to reject the Equipment once the same has been installed by HTL in accordance with HTL’s obligations in this agreement. The Customer shall communicate to HTL any breach which the Customer alleges in HTL’s obligations under this agreement within 48 hours of the time of completion of installation and failing such communication the Customer shall be deemed to have accepted HTL’s compliance with their obligations in this agreement.

Whole Agreement and Jurisdiction
6.1 The terms of this agreement constitute the entire agreement between HTL and the Customer and no other terms, representations or statements whether verbal or otherwise shall be incorporated into this agreement.
6.2 This agreement shall be governed and construed in accordance with the Laws of England.
6.3 If, for any reason, a provision of this contract proves to be void or unenforceable, this will not affect the validity or enforceability of the remaining provisions of this contract which will remain in full force and effect.