1. ‘CUSTOMER’ means the person named on the Written Quotation for whom Matrix has agreed to supply the Goods and/or Services in accordance with these Conditions.
‘CONDITIONS’ means the standard terms and conditions of trading set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and Matrix.
‘CONTRACT’ means the contract for the purchase and sale of Goods and/or provision of the Services.
‘DOCUMENT’ includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data.
‘INPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by the Customer relating to the Service.
‘GOODS’ means the Goods (including any instalment of the goods or any parts for them) which Matrix is to supply in accordance with these conditions described in the Written Quotation.
‘OUTPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by Matrix relating to the Service.
‘PLACE OF USE’ means that part of the Customer’s premises at the Site where the Goods are to be installed and/or Services are to be supplied
‘WRITTEN QUOTATION’ means Matrix’s order form to which these Conditions are appended.
‘WRITING’ includes telex, cable, facsimile transmission and comparable means of communication.
‘SERVICE’ means the service to be provided by Matrix for the Customer and referred to in the Written Quotation.
‘SITE’ means the address for the delivery of the Goods and/or Supply of Services specified by the Customer and set out in the Written Quotation.
‘MATRIX’ means Matrix Voice and Data Limited whose registered address is at Matrix House, Kingsway, Helmshore, Lancashire, BB4 4QJ. Company Number 3524001.
2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2. Provision of Goods and/or Services
1. Matrix shall provide the Goods and/or Services to the Customer subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Customer.
2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and Matrix
3. The Customer shall at its own expense supply Matrix with all necessary Documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable Matrix to provide the Service in accordance with the Contract. The Customer shall ensure the accuracy of all Input Material.
4. Any advice or recommendation given by Matrix or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Matrix is followed or acted upon entirely at the Customer’s own risk and accordingly Matrix shall not be liable for any such advice or recommendation which is not so confirmed.
5. The Customer shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. Matrix shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Customer from the time of delivery to or to the order of the Customer.
6. The Written Quotation constitutes an offer by Matrix to provide the Goods and/or Services to the Customer subject to these Conditions.
7. No offer contained on the Written Quotation shall be deemed to be accepted by the Customer unless and until confirmed in writing by the client’s authorised representatives.
8. The offer contained on the Written Quotation will lapse unless unconditionally accepted by the Customer in writing within 7 days of its date (“Written Acceptance”).
9. Further details about the Goods and/or Services, and advice or recommendations about its provision or utilisation, which are not given in Matrix’s brochure or other promotional literature, may be made available on written request.
10. If the Customer has any special requirements relating to the Goods and/or Services and which are not specified on the Written Quotation, it must notify Matrix in writing and where Matrix agrees to those special requirements of the Customer the terms on which those special requirements will be met must be agreed in Writing between the Customer and Matrix.
11. Matrix may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Goods and/or Services without any liability to the Customer.
12. Matrix may at any time without notifying the Customer make any changes to the specifications of Goods and/or Services which are necessary to comply with any applicable safety or other statutory or EC requirements, or which do not materially affect the quality or performance of the Goods or the nature or quality of the Service.
13. Clients will be charged by Matrix247 upto £500.00 for an aborted agreed scheduled visit by a Openreach or Network carrier engineer due to non attendance of a member of staff from the contracted customer to meet the booked engineer for the duration of their time on site. Network carrier engineers will not enter the premises of the contracted customer unless there is a member of the customers staff personally on-site. A customer representative needs to be at the site to show the engineer around the premises otherwise the appointment will be aborted and a charge will be raised.
3. Charges for Goods and/or Services
1. The charge for the Service and/or Goods shall be Matrix’s quoted price as stated in the Written Quotation and any additional sums which, in Matrix’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Customer.
2. All charges quoted to the Customer in respect of both Goods and/or Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
3. Except where specific provision is made for delivery and installation of Goods on the Written Quotation or otherwise agreed in Writing by the Customer and Matrix, all prices given in respect of sale of Goods only are given by Matrix on an ex-works basis, and where Matrix agrees to deliver the Goods otherwise than at Matrix’s premises, the Customer shall be liable to pay Matrix’s charges for transport packaging and insurance.
4. Terms of Payment
1. Subject to any special terms agreed in Writing between the Customer and Matrix, Matrix shall be entitled to invoice the Customer for the price of the Goods and/or Service on or at the time after the date of acceptance of the terms offered in the Written Quotation by the Client’s authorised representatives in Writing (“the Total Price”).
2. As a minimum requirement the Customer must pay 40% (FORTY PERCENT) non-refundable deposit of the Total Price at the time of submission of the Written Acceptance to Matrix thereafter the Customer must pay a further 50% (FIFTY PERCENT) of the Total Price on delivery/ installation of the Goods (or where Services are being supplied only, upon commencement of the provision of those Services) and finally the remaining 10% (TEN PERCENT) of the Total Price must be paid on completion.
3. If payment is not made on demand, Matrix shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 8 % above the base rate from time to time of Royal Bank of Scotland plc from the due date until the outstanding amount is paid in full.
1. Any dates quoted for delivery/installation of Goods and/or supply of Services are approximate only and the Supplier should not be liable for any delay however caused. Time for delivery of Goods and/or supply of services shall not be of the essence of the Contract unless previously agreed by Matrix in Writing.
2. Where Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Matrix to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
3. If Matrix fails to deliver the Goods and/or supply the Services for any reason other than any cause beyond Matrix’s reasonable control or the Customer’s fault, and Matrix is accordingly liable to the Customer, Matrix’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods and/or services to replace those not delivered or supplied over the price of the Goods and/or Services.
4. If the Customer fails to take delivery of the Goods and/or (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Matrix’s default) then, without prejudice to any other right or remedy available to Matrix, Matrix may:
1. store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the Contract.
6. Access to Place of Us
1. The Customer shall allow Matrix including its employees agents and sub-contractors such reasonable access to the Place of Use as it shall from time to time require to perform its obligations under this Agreement.
Where the Written Quotation states that ‘training is included’.
1. Matrix shall provide to the Customer at a date to be agreed between Matrix and the Customer, no more than half a day’s training which shalll be included in the Total Price (‘the Training’)
2. At the completion of the Training, Matrix will require the Customer to sign a form to confirm, if the Customer agrees, that the Training has been satisfactory.
3. Any reasonable additional training services required by the Customer shall be provided by Matrix subject to the payment by the Customer of its charges. Such charges shall be calculated upon a time and materials basis at the Company’s then prevailing rates.
8. Risks and Property
1. Risk of damage to or loss of the Goods shall pass to the Customer:
1. in the case of Goods to be delivered at Matrix’s premises at the time when Matrix notifies the Customer that the Goods are available for collection; or
2. in the case of Goods to be delivered otherwise than at Matrix’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Matrix has tendered delivery of the Goods.
2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until Matrix has received in cash or cleared funds payment in full the Total Price and the price of all other goods and/or services agreed to be supplied by Matrix to the Customer for which payment is then due.
3. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Matrix’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Matrix’s property, but shall be entitled to use the Goods in the ordinary course of its business.
4. Until such time as the property in the goods passes to the Customer, Matrix shall be entitled at any time to require the Buyer to deliver up the Goods to Matrix and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
5. The Customer shall not be entitled to pledge or in any way change by way of security for any indebtedness any of the Goods which remain the property of Matrix, but if the Customer does so all moneys owing by the Customer to Matrix shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
9. Rights in Input Material and Output Material
1. In respect of any Service provided under these conditions the property and any copyright or other intellectual property rights in:
1. any Input Material shall belong to the Customer
2. any Output Material shall, unless otherwise agreed in writing between the Customer and Matrix, belong to the Matrix, subject only to the right of the Customer to use the Output Material for the purposes of utilising the Service.
2. All Output Material or other information provided by Matrix which is so designated by Matrix shall be kept confidential by the Customer; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
3. The Customer warrants that any Input Material and its use by Matrix for the purpose of providing the Service will not infringe the copyright or other rights of any third party, and the Customer shall indemnify Matrix against any loss, damages, costs, expenses or other claims arising from any such infringement.
10. Warranties and Liability
1. Subject as expressly provided in these Conditions and except where the Goods and/or Services are supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by Law.
2. Where the Goods are sold from and/or Services supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these conditions.
3. Matrix shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
4. Except in respect of death or personal injury caused by Matrix’s negligence, or as expressly provided in these Conditions, Matrix shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Matrix, its servants or agents or otherwise) which arise out of or in connection with the supply of Goods and/or Service or their use by the Customer, and the entire liability of Matrix under or in connection with the Contract shall not exceed the amount of the Total Price except as expressly provided in these Conditions.
5. Matrix shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Matrix’s obligations in relation to the Goods and/or Services if the delay for failure was due to any cause beyond Matrix’s reasonable control and time for the provision of the Goods and/or Services shall not be of the essence of the Contract unless previously agreed by Matrix in Writing. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Matrix’s reasonable control:
1. Act of God, explosion, flood, tempest, fire or accident;
2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
3. act, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
4. import or export regulations or embargoes;
5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Matrix or of a third party);
6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
7. power failure or breakdown in machinery.
11. Insolvency of Customer
1. his Clause applies if:
1. the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
2. an encumbrancer takes possession, or a receiver is appointed, or any of the property or assets of the Customer; or
the Customer ceases, or threatens to cease, to carry on business; or
3. Matrix reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
2. If this clause applies then, without prejudice to any other right or remedy available to Matrix, Matrix shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
1. Where the Customer intends to attach the Goods (or any part of them) to a telecommunications network (the ‘Network’), the Customer shall be responsible for:
1. where necessary obtaining the consent of the owner of the Network (the ‘Owner’) for the connection of the Goods to the Network;
2. purchasing and installing all equipment necessary to make the said connection to the Network.
3. paying all charges from time to time levied by the Owner for connection to the Network;
4. at all times complying with such technical and other regulations that the Owner shall impose as a condition of the Network.
2. Matrix shall not be liable for any loss or damage resulting from the acts or omissions of the Owner or the breach by the Customer of its obligations under clause 12.1 above.
1. These Conditions (together with the terms, if any, set out in the Written Quotation) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
3. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
5. Any dispute arising under or in connection with these Conditions or the provision of the Goods and/or Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Law Society of England and Wales in accordance with the Arbitration Act 1996.
6. English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.