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1.1 In these Conditions the following words have the following meanings:

  • “Microtech”– Microtech Communications Ltd, Unit 10 Havenbury Industrial Estate, Station Road, Dorking, Surrey RH4 1ES United Kingdom registered in England number 4281078;
  • “Business Day”– any day except a Saturday, Sunday, or public holiday on which the clearing banks are closed for business;
  • “Conditions”– the condition of sale set out in this document and includes any special terms and Conditions agreed in writing between the parties;
  • “Contract”– the Contract for the purchase and sale of the Equipment and Services (if any);
  • “Customer”– the person who accepts a quotation from Microtech for the sale of the Equipment or whose order for the Equipment is accepted by Microtech.
  • “Equipment”– the goods (including any instalment of the goods or any part of them), which Microtech is to supply in accordance with the Conditions;
  • “Services”– including technical assistance in relation to the Equipment, which Microtech is to supply in accordance with the Conditions.

1.2 Any reference in the Conditions to any provision of a statute shall be construed as a reference to that provision as amended,
re-enacted, or extended at the relevant time.

1.3 The headings in the Conditions are for convenience only and shall not affect their interpretation.

1.4 No variation to the Conditions shall be binding unless agreed in writing between authorised representatives of Microtech and
the Customer.

1.5 Microtech is not obliged to accept any order from the Customer.

2.1 Every Contract for the supply of Equipment or Services by Microtech to the Customer is subject to these Conditions. All other conditions and terms whether implied by statute, common law, or trade usage, or expressed by the Customer are hereby excluded save for Conditions which cannot be excluded by law. Where Equipment is sold under a consumer transaction, the statutory rights of the consumer (as defined by the Unfair Terms in Consumer Contracts Regulations 1994) shall not be affected by these Conditions. These Conditions shall apply to any Equipment supplied by way of replacement.

3.1 Microtech warrants that the Equipment will be free from defects in material and workmanship for a period of 12 months from delivery provided that Microtech shall be under no liability in respect of:

3.1.1 any defect arising from any drawing, design, or specification supplied by the Customer;
3.1.2 any defect arising from fair wear and tear, wilful damage, negligence, failure to follow Microtech‘s instructions (whether oral or in writing), misuse or alteration or repair of the Equipment (other than repairs undertaken by Microtech or a person approved by Microtech in writing).

3.2 Microtech warrants upon completion and final payment of the installation charge regarding data, voice and fibre installations, a 2 year Microtech workmanship warranty will underwrite all works and in addition all components are covered by a 25-year manufacturers guarantee.

3.3 Any claim by the Customer that is based on shortage in delivery, or any defect in the quality or condition of the Equipment or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified in writing to Microtech within 10 Business Days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) immediately after discovery of the defect or failure and within the relevant warranty period. If delivery is not refused and the Customer does not so notify Microtech, the Customer shall not be entitled to reject the Equipment and Microtech shall have no liability for such shortage, defect, or failure, and the Customer shall be bound to pay the price as if the Equipment had been delivered in accordance with the Contract.

3.4 Where Microtech is notified of a valid claim pursuant to Clause 3.2 (other than a shortage in delivery) Microtech shall repair or replace such Equipment (or the item in question) free of charge or, pay to the Customer up to 100% of the price of the Equipment.

3.5 Where the Customer requires repair or replacement of Equipment outside the relevant warranty period, Microtech shall be entitled to charge in full for such repair or replacement.

3.6 In respect of any error or defect in Services provided by Microtech under a Contract that is notified to Microtech in writing by the Customer within 10 Business Days of the provision of such Services, Microtech will make reasonable resources available to investigate and endeavour to rectify the defect.

4.1 The price of the Equipment and Services shall be Microtech‘s quoted price. All prices quoted are valid for 90 calendar days.

4.2 Unless otherwise agreed in writing, all prices for Equipment are quoted ex works inclusive of packing but exclusive of any applicable Value Added Tax and delivery charges.

4.3 If Equipment/Services is delivered in instalments at the Customer‘s request, each instalment represents an order for the purposes of this Clause.

4.4 Payment must be made in full within 30 calendar days of the date of the invoice (the due date).

4.5 If the Customer has been granted credit, Microtech shall invoice the Customer for the price of the Equipment and Services and any Value Added Tax and delivery charges on or at any time after delivery payment will be made in full 30 calendar days of the date of the invoice (“the Due Date”).

4.6 If any undisputed payment is not made within 60 days and written notification requesting payment from the customer has been issued by Microtech, then without prejudice to any other remedies available to Microtech, Microtech shall be entitled to:

4.6.1 cancel the Contract or suspend any further deliveries to the Customer;

4.6.2 appropriate any payment made by the Customer to such of the Equipment as Microtech may think fit (notwithstanding any purported appropriation by the Customer);

4.6.3 offset any credit notes against the unpaid invoices;

4.6.4 charge the Customer interest (both before as well as after any judgment) on the amount unpaid at the rate of 1% per month or part month until payment in full is made;

4.6.5 cancel any Customer discounts;

4.7 If the Customer has not been granted credit, payment in cleared funds in full will be required at the time of order.

5.1 Microtech hereby assigns with full title guarantee to the customer all Intellectual Property Rights in all Documentation specifically prepared or developed or created by or on behalf of Microtech in the performance of the Contract. Microtech shall provide the customer with copies of anything in Microtech’s possession or control which is referred to or relied upon by Microtech in such Documentation and Microtech hereby grants the customer an unlimited and irrevocable, non-exclusive, royalty free licence to copy and use anything so provided free of charge provided that the customer’s use of such licence shall only be in connection with the Intellectual Property Rights vesting in the customer under this Clause 5.1

5.2 All Intellectual Property Rights developed or owned by Microtech, its employees, sub-contractors or agents and provided by Microtech as part of the Services and/or used in the performance of the Contract whether acquired or developed or created prior to or during the performance of the Contract will remain or be vested in Microtech. Provided that the customer shall have and Microtech hereby grants to the customer a worldwide, royalty-free, perpetual, irrevocable, non-exclusive licence to use the same for the purposes of:

5.2.1 understanding the Equipment

5.2.2 operating, maintaining, repairing, modifying, re-figuring, correcting and replacing the Equipment;

5.2.3 extending, interfacing with, integrating with, connecting into and adjusting the Equipment;

5.2.4 enabling Microtech to carry out the operation, maintenance, repair, renewal and enhancement of the customer’s Network;

5.2.5 continuing any element of the Services; and

5.2.6 enabling the customer to perform its function and duties of the Network and/or for the purposes of performing obligations or exercising its rights under the Lease or Underlease and the customer and may sub-license such rights to any third party for the purposes set out above. Such licence shall include the right to grant sub-licences and the right for the customer to modify anything in which the Intellectual Property Rights subsist and the right to modify the Standards (to the extent that the customer does not already have such right).

5.3 Microtech shall provide the customer with copies of any Documentation in Microtech’s possession or control which is referred to or relied upon by Microtech in using and is required in any way for the use of the Intellectual Property Rights licensed to the customer and any third party in accordance with clause 5.2 above.

5.4 Intellectual Property Rights in all Documentation and in all other material and items supplied by the customer to Microtech in connection with the Contract shall remain vested in the customer or the person owning such rights at the time the Documentation, material or items were supplied. Any Intellectual Property Rights created during the performance of the Contract in the Standards shall vest unconditionally in the customer. Microtech shall, if so requested, at any time, execute such documents and perform such acts as may be required fully and effectively to assure to the customer the rights referred to in this Clause.

5.5 Microtech shall ensure that any Intellectual Property Rights which belong to a third party and which are licensed to Microtech among other things for the purposes of its performance of the Contract or otherwise utilised by Microtech for those purposes by agreement with the owner of such rights will be licensed or used on such terms that permit the customer to use such rights for the purposes set out in Clause 5.2 above and to assign such rights to any nominee or successor and to sub-license such rights to any third party for the same purposes.

5.6 All sums paid to third parties in respect of the use of any Intellectual Property Rights connected with the performance of Microtech’s obligations under the Contract shall be paid by Microtech.

5.7 The customer hereby grants Microtech a non-exclusive, non-transferable licence to use all the Intellectual Property Rights owned or capable of being so licensed by the customer which are required by Microtech for the purposes of performing the Services. Any such licence is granted for the duration of the Contract solely to enable Microtech to comply with its obligations under the Contract and is conditional upon Microtech using such Intellectual Property Rights in accordance with the Standards and such other quality standards as the customer may from time to time notify. No Intellectual Property Rights owned or capable of being so licensed by the customer may be used in conjunction with any other trademarks without the prior written consent of the customer.

5.8 Microtech shall indemnify and hold harmless the customer against any actions, claims, losses, demands, costs, charges or expenses that arise from or are incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights belonging to any third party and against all costs and damages of any kind which the customer may incur in connection with any actual or threatened proceedings before any court or arbitrator. If required by the customer Microtech shall conduct negotiations with any third party and/or a defence in relation to any action, claim or demand referred to herein on behalf of the customer.

5.9 In the event of a claim of infringement of any Intellectual Property Rights Microtech shall use all reasonable endeavours to make such alterations or adjustment to the method of providing the Services as may be necessary to ensure that the provision of the Services continues in spite of such claim.

5.10 Microtech acknowledges the customer’s ownership of Intellectual Property Rights, which may subsist in the customer’s data, and Microtech shall not delete or remove any copyright notices contained within or relating to such data.

5.11 Microtech and the customer shall each take reasonable precautions (having regard to the nature of their other respective obligations under the Contract) to preserve the integrity of the customer’s data and to prevent any corruption or loss of such data.

6.1 In this Agreement, “Force Majeure Event” means any of the following: –

War or civil war (whether declared or undeclared)
Civil unrest
Any act of terrorism
Lightning, earthquake or extraordinary storm, or fire or flooding (unless caused by the Affected Party or any other person for whom the Affected Party is responsible)
if and only to the extent that the Party claiming relief (the “Affected Party”) can provide evidence to the satisfaction of the Contract Manager that such event is not caused by, and its effects are beyond the reasonable control of, the Affected Party and is not an event whose effect the Affected Party is otherwise required to avoid or provide against under the Agreement or which the Affected Party could reasonably have avoided or provided against.

7.1 Any notice or other communication required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that 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 Clause 12 to the party giving the notice or communication and may be given by facsimile transmission, post or recorded delivery. Any notice served by first-class post shall be deemed to have been served 2 Business Days after the date of despatch, any notice served by recorded delivery shall be deemed to have been served 2 Business Days after the date of despatch and any notice served by facsimile shall be deemed to have been served at 10 a.m. on the Business Day of the recipient next following the date of despatch.

7.2 No waiver by Microtech of any breach of the Contract or the Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

7.3 The various provisions of this Agreement are severable and if any provision is held by any court of competent jurisdiction to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions of these Conditions.

7.4 The Customer shall not remove, obscure, or obliterate any name, symbol, serial number, or other identification appearing on the Equipment and violation of any provision of this Clause 10.4 shall entitle Microtech to terminate the Contract.

8.1 These Conditions shall in all respects be construed in accordance with the laws of England and the parties shall submit to the exclusive jurisdiction of the English courts.