Terms and Conditions
In these Terms of Business and any Quotation “TIS” or “we” or “us” or “our” means Tuff Integrated Systems Limited and “Client” or “you” or “your” means the person, company or entity that purchases the Services; Quotation means the quotation signed by both TIS and the Client; “Services” means the goods and/or services specified in TIS’s invoice and/or our Quotation.
1. All contracts made between us and you (hereinafter called the “Contract” or “Contracts”) shall incorporate our Quotation and be subject to these Terms of Business; any other terms which you may seek to incorporate into a Contract are hereby expressly excluded.
2. No instruction placed by you with us (whether in response to a quotation or not) shall be binding on us unless and until it is accepted by us in writing.
3. We are not obliged to accept cancellation of a Quotation which has been accepted by you.
4. All the terms of a Contract shall be those contained expressly in or by reference to our Quotation together with these Terms of Business.
5. A Contract may only be amended with the prior written agreement of both parties.
6. Any representations or warranties whether written or oral made prior to the date of a signed Quotation are expressly excluded.
7. Unless agreed otherwise, deposits paid are not refundable.
8. The price for the Services (hereinafter called the “Price”) shall be as set out in our Quotation or invoice but we reserve the right at our option to charge you that amount of any error or omission in the Price as so set out.
9. Unless otherwise stated, the Price does not include value added or similar sales taxes (“VAT”). Where the Services are subject to VAT, the Price will be increased by the amount of such tax and we reserve the right to issue VAT invoices at any time.
10. We intend to use our reasonable endeavours to comply with any date or dates for delivery of the Services but unless a Contract expressly provides otherwise, time shall not be of the essence of any Contract and such date or dates shall constitute only statements of expectation and shall not be binding. If, notwithstanding that we have used our reasonable endeavours, we should fail to deliver the Services by such date or dates, such failure shall not constitute a breach of a Contract and you shall not be entitled to treat such Contract as thereby repudiated or to rescind it or any related Contract in whole or in part or to claim compensation for such failure.
11. We shall retain control over the manner and means in which we shall perform the Services including which staff and resources are allocated and in all respects our relationship with you and that of any of your staff shall be that of an independent contractor and not as an employee or employees.
12. We shall provide the Services in accordance with generally and currently accepted systems installation practices. This warranty is in lieu of all other warranties either express or implied other than any manufacturer’s warranties on goods supplied as part of the Services.
13. Title to any goods supplied by us as part of the Services does not pass to you until payment in full is received by us.
14. If you are insolvent or shall fail to pay any amount owing to us upon its due date you will be deemed to have repudiated all Contracts and all sums owing to us on any account shall become due and payable forthwith without any requirement for any notice to be given.
15. You shall not be entitled to withhold payment of any amount due and payable to us under any Contract because of any dispute or claim by you in respect of faulty Services or any other alleged breach of contract nor shall you be entitled to any set-off against any amount payable under any Contract, any monies which are not then due and payable by us or in respect of which we properly dispute liability.
16. We shall not be under any liability whatsoever or howsoever arising from any loss of use or loss of profit, interruption of business or any other indirect, special or consequential loss of any type arising or alleged to have arisen out of any act or default of us in respect of our obligations hereunder;
17. Our aggregate liability to you under any Contract or otherwise arising whether from negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective or undelivered Services which give rise to such liability, in respect of any occurrence or series of occurrences, as determined by the Price invoiced to you.
18. We shall not be liable in respect of any loss or damage caused by or arising out of any circumstances outside our reasonable control (including, without limitation, imposition of government regulations or orders, war, civil disorder, fire, flood, drought, tempest, theft, industrial dispute, delay by suppliers, carriers or other sub-contractors or inability to obtain materials, labour or services from usual sources) howsoever caused or arising.
19. Nothing in these Terms of Business shall limit our legal liability for death or injury caused by our negligence.
20. We confirm that the Services we supply do not present a hazard to health and safety when properly used for the purpose which they are designed and if you follow any manufacturer’s instructions and takes reasonable and normal precautions in their use.
21. We strive to keep costs to a minimum to ensure that we can offer you keen prices and excellent services. To do this prompt payment is important. We understand and will exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to any agreed payment or credit terms.
22. You hereby undertake to pay to us (on the basis of a full indemnity) all costs, charges and expenses incurred by us in collecting or attempting to collect any of your indebtedness to us.
23. We reserve the right to amend any or all of these Terms of Business without prior notice.
24. None of the above Terms of Business affects your statutory rights but to the extent permissible by law all implied terms, whether by statute or otherwise, are excluded.
25. No Contract shall confer any benefit to any third party within the meaning of the Contracts (Rights of Third Parties) Act 1999.
26. Every Contract shall a) become effective as of the day of signing its respective Quotation by both parties or by their duly authorised representatives; and b) be governed by and interpreted in accordance with English law and any dispute arising therefrom shall be subject to the non-exclusive jurisdiction of the English courts.