Sales Order Terms & Conditions

SALES ORDER

TERMS AND CONDITIONS

 

  1. DEFINITIONS

The “Company” means Glemnet Ltd and the assigns of Glemnet Ltd.

The “Purchaser” means the customer or person(s) to whom the Sales Order is addressed on the sales order form.  Where more than one person is “the Purchaser” each of those persons shall be jointly and severally liable for the obligation of the Purchaser hereunder.

The “Equipment” means the equipment and wiring specified on the Sales Order.

The “Installation Date” means the date when the Equipment or any part thereof is available for use by the Purchaser.  The Company’s certificate as to the Installation Date shall be conclusive evidence thereof.

“Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU)2012/679) and any national implementing laws, regulations and secondary legislation, as amended or up dated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998;

  1. GENERAL

(a) This agreement shall not be binding on the Company until signed by a duly authorised officer of the Company.  A copy of this Agreement duly signed on behalf of the Company, will then be despatched to the Purchaser.  The date of signature by a duly authorised officer of the Company shall be the date of completion of this Agreement.

(b) This Agreement supersedes and revokes in every respect all other agreements (if any) concerning the sale of all or part of the Equipment, whether verbal or otherwise, between the Company and the Purchaser.

(c) No terms, warranties or representations other than those embodies in this Agreement shall be binding upon the Company and the Purchaser acknowledges that he has not accepted the conditions overleaf or entered into this Agreement in reliance on any such terms, warranties or representations.  No variation or modification of the Agreement shall be effective unless accepted by the Company in writing save as provided for in this agreement.

(d) Any advice or recommendation given by the Company, its employees or agents to the Purchaser as to the application, storage or use of the Equipment which is not confirmed in writing by the Company is followed or acted upon entirely at the Purchaser’s own risk and accordingly the Company shall not be liable for such advice or recommendation not so confirmed.

(e) No waiver by the Company of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.

  1. ADJUSTMENT OF PRICES

The Company reserves the right to vary prices up to the Installation Date according to increases in the cost of labour or materials taking effect between the date of this Agreement and the Installation Date.  Any such variation of the sale price shall be substituted for the sale price set out overleaf.

  1. PRICE AND INSTALLATION

4.1 Except where otherwise agreed between the Company and the Purchaser, the Company shall be responsible for installation of the Equipment.  Notwithstanding the foregoing, it shall be the responsibility of the Purchaser to obtain, maintain and pay for any equipment, jack sockets, licences, permits, way-leaves, consents or certificates from any third party necessary for installation and operation of the Equipment.

4.2 All making good and redecoration are excluded from the contract price unless otherwise stated.

4.3 Where the Company has given an estimate of the date(s) on which installation of the Equipment will take place and has indicated such date(s) in writing overleaf, the Company will take all reasonable steps to carry out installation of the Equipment on such date(s).  However, such date(s) is only an estimate and neither the Company nor its servants, agent or sub-contractors, shall be liable for any failure to install the Equipment on such date(s) for whatsoever reason, in particular but without prejudice to the generality of the foregoing, as a result of failure by the Purchaser to make available all information necessary to effect installation or to obtain any necessary consents of the nature referred to above.

  1. CONTINGENCIES

The Company shall not be responsible for non-performance in whole or in part of its obligation or under any liability to the Purchaser in respect thereof I such non-performance is due to an act of God, war, explosion, insurrection, civil commotion, government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest, accident or any other cause beyond the reasonable control of the Company

  1. WARRANTY AND GENERAL LIABILITY

(a) The Company will remedy by replacement or at its option by repair, defects in the Equipment, which are caused solely by faulty materials or workmanship in the period of 12 months from the date of despatch or the Installation Date (as the case may be) provided always the Company shall incur no liability under this warranty unless:

(i) the Company is promptly notified in writing upon discovery of any such defects by the Purchaser; and

(ii) examination by the Company discloses that the defects exist and have not been caused by misuse, neglect, improper operation or alteration or accident; and

(iii) the Purchaser shall pay the Company’s charges for any tests of equipment in respect of which the Company does not accept liability under this warranty.

(b) The liability of the Company under this Clause is in lieu of any condition or warranty implied by law as to the quality or fitness for any particular purpose of the Equipment. Save as expressly provided for herein, neither the Company nor its servants, agents or sub-contractors shall be liable for any defects in the Equipment  or for any loss or damage (whether direct, indirect or consequential) or for any costs or expenses that may be suffered by the Purchaser whether resulting from any such defects or from any work done or omitted to be done in connection with the Equipment or the installation thereof, or from the incorrect setting of line “switching” equipment or from a third party succeeding in “hacking” into the Purchaser’s Equipment, other than that arising through the wilful default of the Company, its servants, agents or sub-contractors or, in respect of death or personal injury caused thereby, the negligence of the Company, its servants agents or sub-contractors. For the purposes of this Clause, indirect or consequential loss or damage shall include any loss of profits or income or business of whatsoever kind.

(c) Notwithstanding the above provisions of the Clause, if the Company, its servants, agents or sub-contractors are held liable to compensate the Purchaser, the liability of the Company, its servants, agents or sub-contractors shall in no event exceed the sum of £500,000 in respect of any claim or series of claims arising from the same event, which sum is related to the amount for which the Company is reasonably able to obtain insurance on reasonable terms taking into account, inter alia, the resources available to it an the nature of the risks concerned,  In no event is the above to be taken as an assumption of liability by the Company, its servants, agents or sub-contractors in circumstances where they would not otherwise be legally liable.

  1. RISK AND INSURANCE

All risk of loss or damage to the Equipment shall pass to the Purchaser immediately on delivery to the Purchaser or into custody on behalf of the Purchaser (which is the sooner).  The Purchaser shall accordingly effect and maintain insurance covering the Equipment against such risks as equipment of the same type as the Equipment is normally insured against in accordance with the good and prudent practice of owners and operators of such equipment and covering all liability to any third party who may suffer loss arising from the Equipment or its use.  The Purchaser hereby declares, that until property in the Equipment passes in accordance with Clause 8, it shall hold upon trust for the Company absolutely all proceeds received in respect of such insurance polices.

  1. OWNERSHIP

Ownership of the Equipment shall not pass to the Purchaser until both the price for the equipment supplied by the Company under this Agreement has been paid in full and the sums due for all other equipment and services previously supplied by the company to the Purchaser have been paid in full.  Until ownership of the Equipment passes to the Purchaser, the Purchaser shall not without prior written consent of the Company sell or otherwise deal with the Equipment or any interest therein (including pledging or in any way charging the Equipment).

  1. MODIFICATIONS

The Company reserves the right at any time without notice to modify or change or cease the supply of any item of equipment as a result of events beyond the reasonable control of the Company.

  1. PAYMENT

Payment shall be no later than 14 days after the date of the Company’s invoice.  Time of payment shall be of the essence.  However, without prejudice to its right to treat this Agreement as repudiated, the Company reserves the right to charge interest at 2% per month (both before and after judgement) and the right to suspend delivery when any payment is not made by the due date.

  1. TERMINATION

If the purchaser fails to pay the price on the due date or, at any time before property in the Equipment passes to the Purchaser in accordance with Clause 8, or the Purchaser enters into liquidation, or being an individual has a bankruptcy order made against him or an administration order is made in respect or the Purchaser or the Purchaser calls a meeting of creditors or passes a resolution for voluntary winding-up or a receiver or administrator is appointed in respect of the whole or part of the Purchaser’s assets, then in any such event (without prejudice to any other right or remedy which the Company may have) the Company may without notice terminate the sales of the Equipment and thereafter re-take possession of the Equipment.  Upon such termination, the Equipment shall be deemed not to be in the possession of the Purchaser with the consent of the Company and the Company may enter any premises where the Equipment may be supposed to be and remove the Equipment.  The Company shall not be under any liability for any loss or damage sustained in consequence of or by reason of its actions under this Clause.  The Purchaser hereby specifically abandons any claim or right which it might have but for this Clause before payment of the price to regard the Equipment as fixtures attached to or forming part of its premises or being or becoming in any way its property.

  1. Data Protection

12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Glemnet is the data processor. Schedule 1 sets out the scope, nature and purpose of processing by Glemnet, the duration of the processing and the types of personal data.

12.3 Without prejudice to the generality of clause 12.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Glemnet for the duration and purposes of this agreement.

12.4 Without prejudice to the generality of clause 12.1, Glemnet shall, in relation to any Personal Data processed in connection with the performance by Glemnet of its obligations under this agreement:

(a) process that Personal Data only on the written instructions of the Customer unless Glemnet is required by Data Protection Laws or any other applicable law to which Glemnet is subject; in such a case, Glemnet shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Glemnet from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected,  having regard  to  the state of technological development and the cost  of  implementing  any  measures  (those measures  may  include,  where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it );

(c) ensure that all personnel who have access to and/ or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or Glemnet has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Glemnet complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Glemnet complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 12.

12.5 The Customer consents to Glemnet appointing a third-party processor of Personal Data under this agreement. The Provider confirms that it will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12.

12.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

  1. CONSTRUCTION

This Agreement shall be governed by and construed in accordance with English Law and the parties hereto submit to the exclusive jurisdiction of the English Courts.


Schedule 4: Fair Processing Notice

1.Scope

This notice applies to all data subjects whose data is processed by Glemnet Ltd.

Glemnet Ltd of Unit 1, 2 Thayers Farm Road, Beckenham, Kent, BR3 4LZ is the Data Processor. Telephone number: 0208 639 0230 Email: info@glemnet.com

2.Responsibilities

All employees of Glemnet Ltd who interact with data subjects are also required to ensure that this notice is brought to the attention of all data subjects, securing their consent for the processing of their personal data.

The Data Protection Officer (“DPO”) is responsible for ensuring that all potential data subjects have sight of this notice prior to the collection and/or processing of their personal data by Glemnet Ltd.

  1. Fair Processing Notice

Glemnet Ltd will use the personal data collected from you for the following purposes:

  • To fulfil our obligations under the contract of service including but not limited to providing support on products and sending monthly bills.
  • Perform day to day management of the account.
  • Assess and report on the credit-worthiness of customers or potential customers.
  • Receive, manage and resolve general queries, quotes requests and complaints.
  • To provide updates on existing and new products and services.
  • Updates on Glemnet Ltd corporate profile.
  • Providing information on relevant legislation and the possible impact on your business.
  • Information to assist in the prevention and detection of fraud.
  • For marketing use, whether currently or in the future.

You hereby confirm that you are consenting to Glemnet Ltd’s use of your personal data for the aforementioned purposes(s) and are granting Glemnet Ltd permission to carry out those actions and/activities.

You may withdraw your consent at any time by reading our Right to Withdraw Consent Procedure 92017-I and then by emailing info@glemnet.com.

What is Personal Data?

The EU’s General Data Protection Regulation (“GDPR”) defines “personal data” as:

“any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person”.

The GDPR classifies certain data as belonging to “special categories”, as follows:

  • Racial origin;
  • Ethnic origin;
  • Political opinions;
  • Religious beliefs;
  • Membership to a trade-union;
  • Genetic data;
  • Biometric data;
  • Health data;
  • Data concerning a natural person’s sex life;
  • Sexual orientation;

When Glemnet Ltd requests sensitive data from data subjects, it is required to confirm why the information is required and how it will be used.

The GDPR requires that consent is provided by the data subject for all types of personal data, including those pertaining to the special categories set out above and otherwise. Consent must be explicitly provided.

Why does Glemnet Ltd need to collect and store personal data?

Glemnet Ltd is committed to ensuring that all personal information collected and processed is appropriate for the stated purpose(s) and shall not constitute an invasion of your privacy. We may share your personal data with third party service providers who are contracted by us and we shall ensure that they will hold your personal data securely and shall use it only in order to fulfil the service for which they are contracted. When there is no longer a service need, or the contract comes to an end, the third party will dispose of all personal data according to our procedures. We will never share your personal data with third parties until we have received your consent, unless we are required do so by law.

How Glemnet Ltd uses your information

We shall never be intrusive or invasive of your personal privacy and shall not ask you to provide data that is irrelevant or unnecessary and we will enact strict measures and processes to ensure that the risk of unauthorised access or disclosure of your personal data is minimised as much as possible.

Glemnet Ltd will process your data (i.e. collect, store and use) according to the requirements of the GDPR at all times and shall endeavour to keep your personal data up-to-date, ensuring its accuracy and will not keep it for longer than it is required. In some situations, there are set legal requirements for the length of time that Glemnet Ltd will retain your personal data but usually Glemnet Ltd will use its discretion, ensuring that personal data is not kept outside of our usual business requirements.

We will only use your personal data for the following purposes:

  • To fulfil our obligations under the contract of service including but not limited to providing support on products and sending monthly bills.
  • Perform day to day management of the account.
  • Assess and report on the credit-worthiness of customers or potential customers.
  • Receive, manage and resolve general queries, quotes requests and complaints.
  • To provide updates on existing and new products and services.
  • Updates on Glemnet Ltd corporate profile.
  • Providing information on relevant legislation and the possible impact on your business.
  • Information to assist in the prevention and detection of fraud.
  • For marketing use, whether currently or in the future.

You hereby confirm that you are consenting to Glemnet Ltd’s use of your personal data for the aforementioned purposes(s) and are granting Glemnet Ltd permission to carry out those actions and/activities.

You may withdraw your consent at any time by reading our Right to Withdraw Consent Procedure 92017-I and then by emailing info@glemnet.com.

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