In this agreement, “Purchaser”, “you” and “your” means you, the party that is purchasing products or services, and “we”, “us” and “our” refers to Commtel Ltd, a company registered in England and Wales with company number 02772105 and address Orchard House, 39 Gatwick Road, Crawley, RH10 9RB.
This agreement, together with the documents referenced herein, constitutes the entire agreement between the two parties hereto and supersedes all prior understandings and agreements and shall not be modified or altered except by written instrument duly executed by both parties. Acceptance by the Purchaser is limited to the terms and conditions of this Agreement. Notice of Objection is hereby given to the Purchaser’s additional or different terms and conditions provided in any other document(s), such as purchase orders. Neither commencement of performance nor delivery shall be deemed or construed as acceptance of the Purchaser’s additional or different terms and conditions.
Our quotations are subject to alteration unless in each individual case a different written agreement has been made. The dimensions and weights, descriptions, designs, materials and all other data given in our literature and other publications are subject to technical alterations, although we will ensure that the products delivered provide materially the same functionality as those originally ordered. If it is important to you that any element of the technical specification remains exactly as per the quotation, please advise us of this in writing before placing your order. We have no obligation to notify alterations unless otherwise agreed with you.
You may accept our quotation by email, letter or text. Please ensure that any purchase order you issue references these Terms and Conditions, as we cannot accept orders that are subject to other terms.
The prices given in our literature are subject to change and should be confirmed with Commtel Ltd before onward quotation. Any quotations given by Commtel Ltd will be valid for 30 days. Relevant sales taxes will be added to the price at the time of invoice.
4 Supply of goods
Commtel will only supply goods to trade customers, and you warrant that in purchasing goods from us, you are acting in the course of business and not as a consumer. The goods are supplied ex-works, and will be at the risk and responsibility of the Purchaser from the point of departure from our site.
All carriage charges are met by the Purchaser as part of the ex-works supply conditions and are charged in addition to the prices of goods supplied. For orders with a value greater than £750.00 + VAT there will be no charges made for standard delivery. If the customer requests special delivery arrangements, or the order value is less than £750 + VAT, then the delivery charges will be added to your invoice.
Whilst every effort is made to meet delivery dates agreed with you, these are approximate only and time shall not be of the essence of the contract for sale and supply. Commtel Ltd takes no responsibility for any loss arising from its failure to deliver at the appointed time.
If incorrect goods or goods that are obviously faulty are supplied, Commtel Ltd will replace or refund these as appropriate, as quickly as possible. Incorrect or faulty goods must be reported within 60 days of invoice to qualify for a replacement or refund.
5 Payment of Sales Orders and Credit Control
If you are likely to buy from us more than once, you may wish to set up a credit account. When you sign and submit your credit account application form to us, you expressly agree to abide by these terms and conditions.
You should accompany your credit account application form with:
a) A blank sheet of company letterheaded paper
b) Two trade references
You agree that we may contact your trade references to discuss your credit application, and that we may share this information with our preferred credit reference agency for the purpose of performing a credit check.
Please note that we offer one credit facility per registered business, and will require your first full intercom order to be paid for on pro-forma before agreeing to credit facilities. The level of credit we will offer you (if any) depends on the information provided by the credit reference agency and the trade references you have provided.
We will provide you with a statement each month, consisting of a breakdown of the goods and services which are outstanding on your account.
We reserve the right to review and amend your credit facilities from time to time, based on your trading history with us. If we wish to change your credit facility, we will advise you of this in writing (including by email).
Commtel Ltd has strict payment terms. Payment is required 30 days from the date of the invoice, which will be issued on the date of delivery of the goods and/or services. If you do not pay by the due date, Commtel Ltd may, at its sole discretion:
a) Exercise its right to charge interest and late payment charges under the Late Payment of Commercial Debts (Interest) Act 1998, as amended; and
b) Suspend delivery of goods or services to you until all overdue sums are paid in full.
Acceptable Payment Methods
The payment methods accepted by Commtel Ltd are BACS to our Lloyds Bank account, a Cheque made out to Commtel Ltd T/A Telguard and Credit/Debit Cards. Please note that we do not currently accept American Express.
Customers who do not have a credit account with Commtel Ltd are expected to pay for any goods or services provided by Commtel Ltd in advance, having been presented with a pro-forma invoice.
Invoices issued in Euros will be charged at the exchange rate prevailing at the close of business on the day that the goods were despatched/service provided – the Invoice Tax Point Date – and the rate will be as quoted that day by HSBC Bank PLC.
6 Risk and Ownership
Risk in the goods shall pass to you upon ex-works delivery. In spite of delivery of the goods having been made, title in the goods shall not pass until the goods are paid for in full together with all appropriate sales taxes and any applicable late payment charges. If the Purchaser has sold the goods on then this will not affect the rights of Commtel Ltd to retain the right to recover the goods.
Commtel Ltd warrants that the products will comply with their specifications with regard to manufacturing and materials, for a period of 24 months from the date of purchase. To benefit from this warranty, you must report your claim or complaint to us as soon as possible, but in any event within 14 days of becoming aware of the issue.
We will either repair or replace any products that do not comply with this warranty, at our sole discretion.
You may purchase a product warranty extension to provide you with cover after the first 24 months – please contact us for details.
Be aware that the following are expressly excluded from this warranty:
a) claims arising from incorrect wiring to, or installation of, the unit
b) claims arising from your negligence or wilful damage
c) damage to the unit in transit or storage while the goods are at your risk
d) any product that has been taken apart, repaired or modified by Purchaser or any third party without our express written consent
Claiming under the warranty – entire unit / parts
If you identify that a part is faulty and needs replacing under warranty, and you request a replacement, you can request that we issue a replacement part before seeing the faulty part. If so, we will invoice you for the replacement and issue you a numbered returns authority document for you to return it to us.
Once we have tested the faulty part, if we agree that it is in breach of the warranty and that none of the Warranty Exclusions above apply, we will issue a credit note for the amount of the invoice for the replacement part.
If an item is returned to us without going through the above returns process, or if no fault is found with a returned item, Commtel Ltd will be entitled to invoice you for an evaluation and testing fee.
If the unit needs replacement parts, these parts will be guaranteed until the remainder of the unit’s warranty only.
Replacement parts outside of the warranty –
If you identify that a part is faulty and needs replacing outside of the warranty, you may contact Commtel Ltd and order the replacement part in the normal way.
Parts replaced under this provision will be warranted for 12 months from the date of delivery.
It is our policy to maintain availability of parts for the current range of products for supply after the warranty has expired. Stocks of spare parts will be maintained for the duration of the product’s manufacture and for a period of five years thereafter. Where original component parts are no longer available, an upgraded version may be offered during that period.
8 Post-Warranty Repairs or Replacements
If you identify a problem with a product that is no longer under warranty, you must first speak to the customer service or sales team to help diagnose any query or fault. If the unit cannot be fixed remotely, the customer service team will issue you a numbered returns authority document. The goods must be returned with this numbered returns authority document.
The item will be tested and diagnosed, and if the item is found to be faulty, we will provide an estimate for repair (including parts, labour and shipping) based on our assessment of the needs of the end user, as described to us by you. This estimate will include only the cost of the work and parts specified when the fault is reported. Any additional costs resulting from unforeseen circumstances or obstructions not evident at the time of estimating will be charged in addition to the estimate.
If you wish to proceed with the repair, you must provide us with written confirmation together with (if you do not have a credit account) payment for the cost of the repair.
If an item is returned to us without going through the above returns process, or if no fault is found with a returned item, Commtel Ltd will be entitled to invoice you for an evaluation and testing fee.
Where replacement parts are supplied, Commtel Ltd will retain the original parts and dispose of appropriately.
9 Third Party Telecoms Services
You are responsible for all matters related to the provision of working telecommunications connections, including liaising with network operators, arrangements for installation, testing and repair of lines and other related assistance. Commtel Ltd has no liability in respect of such telecommunications connections or related equipment.
10 Cancellations and Returns
Commtel Ltd is not obliged to permit cancellation of any order, and such cancellations will be dealt with on a case-by-case basis at our sole discretion.
We may, at our discretion, permit you to cancel an order by making a request in writing, provided that:
a) If we receive your cancellation request before production has begun, or if the order was for standard production items, we may permit cancellation at no cost; and
b) If we receive your request once production has begun, or if the order was for bespoke items, we may permit cancellation subject to your payment of a cancellation fee equal to the cost of works as at the time the request is received.
If your order has already been shipped, we may agree to you returning some or all of the items purchased within 60 days of delivery, at our sole discretion, subject to a 15% restocking fee.
If we agree to a return, we will refund the value of the returned goods (up to the maximum value of the original order less any restocking fee) to the bank account or card used to pay for the goods.
To qualify for a refund, goods should be returned undamaged and unused, and well packaged. If only some of the original quantity of products is returned, or if it is clear that some of the products have been used, we may proportionately reduce the level of the refund offered, or we may refuse to accept the return.
11 Copyright Notice
All manuals, designs (both electronic and mechanical), and firmware associated with Commtel Ltd’s products are protected by copyright and other applicable laws and duplicating any of these is forbidden unless by prior permission.
12 Limits and Exclusions of Liability
We shall be liable to you in respect of death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or by any faulty product supplied to You by Us, or for any fraud or fraudulent misrepresentation by us.
Subject to the provisions of the previous paragraph, we shall not be liable for any loss of use, lost profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of reputation or any indirect or consequential loss. Our maximum aggregate liability to you for any cause whatsoever shall be for direct costs and damages only and will be limited to a sum equivalent to 125% of the price paid and payable by you in respect of the order that was the subject of your claim.
13 Demonstration Equipment
If you are an installer, you may request a demonstration unit on a long-term loan basis. You will be required to pay a deposit equal to 50% of the trade value of the unit, which is refundable on return of the equipment provided it is in good, resaleable condition.
Demonstration units are full working models complete in the Telguard packaging, and may be used for demonstration purposes only. They are engraved with “Demonstration Unit” (or similar), and are not for resale or installation. The purpose of this equipment is to promote the Telguard range by demonstration in a show room or via field based sales. This equipment will remain the ownership of Commtel Ltd until such time as you cease trading or selling the Telguard range of products, when you must return it to us.
Any demonstration unit will be at your risk while it is in your possession, and you are required to insure it for its full trade value, and to store and maintain it in an appropriate environment so as to ensure it remains in good condition. You will be liable for any loss of or damage to the demonstration unit.
14 Commtel Ltd Engineer’s Site Attendance
If a Telguard system covered under our Gold Warranty is experiencing technical difficulties and our remote assistance team have exhausted all avenues, Commtel Ltd can send an engineer to site for inspection. This site call will be free of charge if the engineer deems the fault to be manufacturing based. If the fault is deemed to be a direct result of poor or incorrect installation, negligence or wilful damage, the call out will be charged as follows:
£85 + VAT per hour (or part hour) on site £40 + VAT per hour (or part hour) travel time to and from site from the Telguard Head Office
The Telguard engineer will take adequate photographic evidence to demonstrate how they reached their decision, and send this to you via the Commtel Ltd Head Office. Commtel Ltd will require written confirmation from you to proceed with any chargeable correction works along with a covering purchase order. This must be received immediately, if you require us to proceed with the works during the same visit. If a further site visit is required to correct the works at a later date, the above fees will also be applicable in respect of that subsequent visit.
You must hold the Telguard warranty for the site from the point of installation, whether extended or not. If you are not the company who originally installed the system, written proof of their site maintenance must be provided by the site in question along with written acceptance of this take-over by the original installer.
Commtel Ltd will also offer this engineering service for out of warranty sites based on the above prices. This must be organised through the site’s installation company of choice and cannot be a direct arrangement between Telguard and the site in question.
Commtel Ltd must receive written acceptance of these terms from the installation company prior to booking the visit. Customers with a Commtel Ltd credit account will be invoiced as normal. Customers without a Commtel Ltd credit account will be required to provide credit/debit card details prior to booking which will be held on file. Payment will only be authorised upon completion of the works and acceptance of the engineer’s works sheet.
Please be advised the Telguard engineer will only inspect and amend the Telguard unit itself. Any ancillary equipment, gate controls, locks, phone systems and cabling between these systems, remains the responsibility of the installation company.
All information disclosed by either party under this agreement shall be treated as confidential and shall not be disclosed to any third party except where consent has been given in writing.
16 Data Protection
“Data Protection Legislation” means all applicable laws and regulations relating to the processing of Personal Data and privacy including the Data Protection Act 1998, the General Data Protection Regulation 2016/679, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated. The terms “Personal Data”, “Data Controller”, “Data Processor” and “process” (in the context of usage of Personal Data) shall have the meanings given to them in the Data Protection Legislation.
In the course of fulfilling CommTel Ltd’s and Purchaser’s respective obligations under a contract made subject to these terms and conditions, both parties may receive Personal Data. Where the parties receive Personal Data as Data Controllers each party agrees to comply with Data Protection Legislation.
Where a party receives Personal Data as a Data Processor, that party shall:
(a) act solely on the instructions of the party sending the Personal Data in relation to the processing of that Personal Data. In the event that a legal requirement prevents the Data Processor from complying with such instructions the Data Processor shall, unless such legal requirement prohibits it from doing so, inform the other party of the relevant legal requirement before carrying out the relevant processing activities;
(b) at all times, ensure that the necessary technical and organisational measures are in place to prevent unauthorised and unlawful processing or disclosure of such Personal Data and such measures shall include taking reasonable steps to ensure the reliability of any of its staff who may have access to Personal Data and ensuring that such staff are subject to appropriate confidentiality undertakings. The Data Processor shall, save where prohibited by law and as soon as reasonably practical, notify the other party of any legal obligation which requires the Data Processor to disclose the Personal Data to a third party;
(c) not transfer the Personal Data outside of the European Economic Area (as such term is commonly understood) or to any third party without the other party’s written consent;
(d) send to the other party any communications received from individuals in relation to their Personal Data as soon as reasonably practicable. The Data Processor shall provide reasonable co-operation to the other party in relation to any individuals exercising their rights under the Data Protection Legislation;
(e) give the other party reasonable assistance in relation to its compliance with Data Protection Legislation;
(f) take reasonable steps to ensure the confidentiality, integrity, availability and resilience of processing systems and services associated with the processing of Personal Data;
(g) co-operate with and provide such information and access to any facilities, premises or equipment from or on which Personal Data is, has been, or is to be processed pursuant to this Agreement (including any such facilities, premises or equipment used by staff and / or sub-contractors) as the other party may reasonably require to enable it to monitor compliance by the Data Processor with the obligations in this Agreement;
(h) notify the other party of any Personal Data Breach and assist the other party with any investigation into and remediation of a Personal Data Breach. The Data Processor shall also provide the other party with reasonable assistance with any notifications made to relevant authorities and / or individuals in relation to a Personal Data Breach;
(i) not subcontract any of its obligations under this Agreement regarding the processing of Personal Data to a third party (a “Sub-Processor”) without the prior written consent of the other party. The Data Processor shall be liable for the acts and omissions of the Sub-Processor as if they were the acts or omissions of the Data Processor itself and the Data Processor shall ensure that there is a written contract executed between the Data Processor and the Sub-Processor that contains equivalent protections for the Personal Data as are set out in this Agreement; and
(j) immediately cease processing the Personal Data and immediately supply any Personal Data to the other party or delete the Personal Data in accordance with the other party’s instructions.
Any breach by either you or us of this section 15 shall be deemed to be a material breach of the contract made subject to these terms and conditions.
17 Governing Law
This Agreement shall be governed by the Laws of England.
18 No Waiver
No waiver by either party of any provision of these terms and conditions shall imply a subsequent waiver of that or any other provision. The failure of either party hereto at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter.
Telguard is the registered trademark of Commtel Ltd. Both the logo and the brochure are copyright of Commtel Ltd.