Standard Terms and Conditions for the Supply of Goods and Services
1 Application
1.1 On acceptance by FM180 Ltd of an order for goods and/or services, FM180 Ltd will deliver the agreed goods and/or services subject to the provisions of these Terms and Conditions.
1.2 These Terms and Conditions supersede all prior agreements, arrangements and understandings between FM180 Ltd and you and may be amended from time to time. You will be notified of any amendments.
1.3 These Terms and Conditions are deemed to have been accepted by you when you place an order with FM180 Ltd.
1.4 If any part of these Terms and Conditions prove to be invalid or unenforceable then the remainder shall remain in full force and effect.
2 Order and Contract
2.1 The description of goods and services shall be as set out in our offer to supply.
2.2 FM180 Ltd has the right and sole discretion to decline to carry out any service.
2.3 Purchase orders shall be deemed to be accepted and binding when FM180 Ltd confirms acceptance to you either by telephone, e-mail or fax: a purchase order acknowledgement (“POA”)
2.4 FM180 Ltd is entitled to withdraw from any contract in the case of obvious errors or inaccuracies regarding the goods or the order or for reasons of unavailability.
2.5 FM180 Ltd reserves the right to place restrictions on the volume of any goods ordered.
2.6 All products are subject to availability. Information about products is subject to change without notice.
2.7 If following our POA goods are unavailable or if FM180 Ltd needs to vary the price due to supplier price increases or exchange rate fluctuations then FM180 Ltd shall notify you by telephone, e-mail or fax to allow you the opportunity to cancel your order.
2.8 A POA may only be changed when agreed in writing and signed by FM180 Ltd.
2.9 All graphical representations, descriptive matter, specifications and advertising issued by FM180 Ltd and any descriptions or illustrations contained in/on FM180 Ltd’s web-site(s) are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They will not form part of any contract between FM180 Ltd and you.
2.10 FM180 Ltd shall be free to sub-contract or otherwise deal with the whole or any part of the contract. FM180 Ltd may at any time transfer or assign all or any rights and/or obligations or any part of it to any person, firm or company.
3 Delivery
3.1 Applicable delivery charges will be advised in our offer to supply.
3.2 Delivery dates are an estimate and shall not be made of the essence by notice. If delivery dates are not specified then delivery will be within a reasonable time. FM180 Ltd will not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods nor will any delay entitle you to terminate or rescind the order unless such delay exceeds 14 working days.
3.3 All risk for the goods will pass to you on signature of the delivery note.
4 Invoicing and Payment
4.1 Prices/charges and payment terms are as specified in our offer to supply and/or your invoice.
4.2 Payment shall be made in UK pounds sterling. Only cheques, drafts or other payment instructions drawn on a bank trading in the UK are acceptable unless otherwise agreed.
4.3 All goods and service/repair parts will remain the property of FM180 Ltd until payment has been made in full and you shall remain a bailee only until payment is made.
4.4 You shall make all payments due under the contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by FM180 Ltd to you.
4.5 FM180 Ltd reserves the right at any time during the term of the agreement to suspend services and to withdraw access to a web-site if payment is withheld until such time that outstanding debts including relevant interest charges (if applicable) are collected in full. Equally FM180 Ltd can then subsequently demand full payment in advance for the duration of the contract to supply said services if it then deems it to be necessary.
4.6 Any account outstanding beyond our credit terms may be passed out of hand to a debt recovery agent and, if passed, will be subject to a surcharge of 15% to cover the cost incurred. Such accounts will also be subject to any and all other costs incurred for the purpose of obtaining settlement.
4.7 FM180 Ltd reserves the right to charge interest as per the 1998 act for Late Payments of Commercial Debts. A credit charge of 4% above the Barclays Bank Plc base rate for the period due date to settlement date may be made if an invoice is not paid by the due date. FM180 Ltd reserves the right to vary the rate of interest charged.
4.8 You must notify FM180 Ltd in writing of any and all complaints and disputes relating to an order to FM180 Ltd within 14 days of the date of the invoice.
5 Cancellation/Postponement
FM180 Ltd reserves the right to charge you a cancellation/postponement fee as compensation for any costs incurred by FM180 Ltd in relation to any purchase order in the event that any such purchase order is cancelled/postponed by you. The cancellation/postponement fee will be charged as follows:
Cancellation/Postponement % of invoice value (including VAT)
- Within 2 days of scheduled work 100%
- Within 1 week of scheduled work 50%
- Within 2 weeks of scheduled work 25%
- Within 3 weeks of scheduled work 10%
6 Termination
6.1 Termination of the agreement shall not affect any obligation or liability of any party that has accrued at the date of termination.
6.2 In respect of any other accrued rights, neither party shall be under any further obligation to the other.
6.3 FM180 Ltd reserves the right to charge a handling fee of 25% of the original purchase price for cancellation of an order.
6.4 Offers will state if a service to be provided is third party. Orders for third party services cannot be cancelled within the minimum contract period of 12 months. The responsibility for support, performance and reliability is with the actual provider of the service(s) unless otherwise specified in our offer to supply and/or your invoice.
7 Warranties
7.1 Goods are supplied with a minimum 12 months manufacturers warranty. In instances where the goods are supplied with a manufacturers warranty card, you are responsible for completing and returning such card to the manufacturer to register your purchase.
7.2 All claims after 28 days from date of invoice should be directed to the manufacturer.
7.3 Return To Base (RTB) denotes return to FM180 Ltd premises at your expense.
7.4 Physical damage is not covered by guarantee.
7.5 Any alteration to the equipment not authorised by FM180 Ltd shall constitute a waiver by you of the guarantee.
7.6 Network installations are supplied as "hardware and software" plus "technical labour" and are supplied without support or on-site response warranty unless otherwise specified on our offer.
8 Returns
8.1 Prior to returning goods you must notify FM180 Ltd by email stating your invoice number, product and fault details. FM180 Ltd will then issue a Returns Authorisation (“RA”) number, which is to be clearly written on the packaging.
8.2 Products being returned must be packaged accordingly, in the original packaging supplied and return within 14 days of original receipt. FM180 Ltd reserve the right to refuse to accept incorrectly packaged goods. Goods must be returned complete with all accompanying components as originally supplied.
8.3 Within a period of no more than 28 working days FM180 Ltd will report their "fault" findings to you.
8.4 FM180 Ltd will accept claims for damaged goods on arrival providing they are made in writing within 1 day of receipt of goods. The goods are to be returned to FM180 Ltd for inspection should it so request.
8.5 No refunds or exchanges will be made until FM180 Ltd has received the goods. For your own protection it is advisable to obtain a receipt when posting returns and to pack items carefully to avoid damage.
8.6 FM180 Ltd may return faulty goods to the supplier or manufacturer for investigation. Such suppliers or manufacturers will repair or replace components found to be faulty at their discretion.
8.7 FM180 Ltd shall use reasonable efforts to replace damaged or defective goods but if replacement is not possible, or if an order is cancelled for any other reason then FM180 Ltd's only obligation is to refund the full amount paid by you. This does not affect your statutory rights.
8.8 Goods lost in transit will be subject to investigation by the company used for transit. If investigation shows your claim to be valid then a replacement consignment will be despatched in due course.
8.9 FM180 Ltd will always give full consideration to any complaint received but liability will be limited in all circumstances to the refund of monies received or to the supply of satisfactory goods.
8.10 FM180 Ltd reserves the right to charge a handling fee of up to 50% of the original purchase price for goods that are returned and following inspection are found not to be faulty.
9 Liability and Insurance
9.1 FM180 Ltd accepts no liability for any delay, damage, costs or any other loss howsoever caused, arising from any matter relating to FM180 Ltd if these are outside our reasonable control.
9.2 FM180 Ltd accepts no responsibility for any mistakes or errors that arise during the course of any service and shall not be liable for any loss of information or data or any damage thereto or any loss of profit by any indirect, special or consequential loss whether caused by the negligence of FM180 Ltd, its employees or agents.
9.3 It is the sole responsibility of you to check all goods and services as FM180 Ltd cannot be held liable for any failures in this element of the service.
9.4 FM180 Ltd will not be liable for any loss of data, copy, artwork, photographs or other materials that you supply to us. You are responsible for retaining such materials for whatsoever purposes you may require.
9.5 FM180 Ltd expressly excludes any liability for any data held on equipment for repair or any costs incurred due to lost data. Data may be overwritten during the repair process. FM180 Ltd recommends that any valuable data is copied/ removed before the item is sent for repair.
9.6 You hereby undertake to keep FM180 Ltd fully and effectively indemnified against any liability that FM180 Ltd may suffer or incur.
10 Force Majeure
Notwithstanding anything else in these Terms and Conditions, FM180 Ltd shall not be liable for any delay or failure in performance of any part of any agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control or beyond the control of that of its servants or agents. Any such delay or failure shall suspend this agreement for the duration of the force majeure and the original contract for goods and/or service(s) shall be extended by the length of the suspension. Both parties will, in any event, use all reasonable endeavours to mitigate the impact of any force majeure and to recommence the performance of their obligations under these Terms and Conditions and any agreement governed by the same as soon as reasonably possible.
11 Confidentiality
11.1 FM180 Ltd warrants that any information you provide to FM180 Ltd including account and credit card details will be stored in a manner compliant with the Data Protection Act 1998.
11.2 Other than as necessary to fulfil your order FM180 Ltd will not disclose your personal data or confidential information to any third party without your written consent or unless it is required to do so by law.
11.3 FM180 Ltd will ensure that all employees and sub-contractors handling personal data are aware of their obligations and rights under the EU GDPR.
11.4 FM180 Ltd as a service provider is not the Data Controller; but a Data Processor and as such, under GDPR, will work with you to ensure any Personal Data meets with the EU regulations.
11.5 For further information on Personal Data; please see the FM180 Ltd GDPR Privacy Statement
12 Staff
12.1 The Customer agrees that it will not, without the prior written approval of the Company, in any capacity and whether directly or indirectly through any other person, firm or company, solicit, entice or induce any employees of the Company with the following titles or any other member of staff deemed as "key personnel":
- Installation Engineer
- Senior Network Engineer
- Senior Network Consultant
- Senior IT Consultant
- Sales Consultant
- Senior Sales Consultant
- Sales Manager
...to become employed by the Customer in any capacity and for a period of twelve (12) months after such Key Personnel leaves the employment of the Company.
12.2 In the event that the Customer employs, in any capacity, any Key Personnel within a period of twelve (12) months after such Key Personnel leaves the employment of the Company the Customer shall pay to the Company an introduction fee equivalent to twenty-six (26) weeks of the wages payable to the Key Personnel by the Customer pursuant to the employment of the Key Personnel by the Customer.
12.3 Each of the sub-clauses contained in this clause shall be construed as separate and severable obligations but in the event that any such sub-clause shall, or but for this clause would be, found void, but would be legal and enforceable if some part thereof were deleted or the period or area of application were reduced, the obligation shall apply with the minimum modification as may be necessary to make it both legal and enforceable.
13 Assignment
13.1 The Company may assign or otherwise transfer any of its rights and obligations hereunder whether in whole or in part.
13.2 The Customer may not assign or otherwise transfer any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).
14 Jurisdiction
All aspects of any contracts between you and FM180 Ltd shall be governed and construed in accordance with the laws of England and Wales and, in the event of any dispute, the parties submit to the exclusive jurisdiction of the English Courts.