1 Interpretation
1.1 The following definitions apply in these conditions: DRAM: DRAM Solutions Limited (Company number 07438250) whose registered office is at 9 Bromells Road, London, Lambeth, SW4 0BN.
Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales, when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause17.3
Contract: the contract between DRAM and the customer for the supply of goods and the installation works in accordance with these conditions and incorporating any Order.
Customer: the person or company who purchases the goods and installation works from DRAM.
Data Protection Legislation: all applicable Data Protection and privacy legislation in force in the United Kingdom including the General Data Protection Regulations; the Data Protection Act 2018; the Privacy and Electronic Communications Directive and the Privacy and Electronic Communications Regulations 2003.
Documents: all documents, products and materials developed by DRAM in relation to the Goods and the Installation works in any form or media including drawings, plans, diagrams, designs, pictures and specifications.
Goods: the goods set out in the Order.
Goods Specification: any specification for goods, including relevant drawings, agreed in writing between DRAM and Customer.
Industry Standards: BS EN ISO 9001:2015, NSI SSQS 101, NSI NCP 109, NSI NCP 104, PD 6662:2017, BS 7858:2019 (as updated from time to time).
Installation Works Specification: any specification for the installation works, including relevant drawings, agreed in writing between DRAM and the Customer.
Order: the Customer’s order for the supply of goods and/or installation works as set out in the Customer’s written acceptance of DRAM’s quotation.
Premises: the Customer’s premises as identified in the Order where the goods are to be delivered, and the installation works are to be carried out.
Price: the price to be charged by DRAM and paid by the Customer for the goods and the installation works as set out in the Order.
System: the life safety system, security system and/or the network infrastructure installed or to be installed at the Premises whether by DRAM under this contract or otherwise.
1.2 A reference to a party includes its representatives, successors and permitted assigns.
1.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under the statute or statutory provision.
1.4 A reference to writing includes email.
2 Basis of Contract:
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these conditions.
2.3 The Order constitutes an offer by the Customer to purchase the goods and instruct the Installation Works in accordance with these Conditions.
2.4 The contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation.
Assurance or warranty made or given by or on behalf of DRAM which is not set out in the contract.
2.5 The Order shall only be deemed to be accepted when DRAM issues written acceptance of the Order at which point, and on which date the contract shall come into existence ( the commencement Date).
3 Goods:
3.1 The Goods are described in the Goods Specification.
3.2 DRAM reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements and DRAM shall notify the Customer or any such amendment.
3.3 Any samples, drawings, descriptive matter or advertising issued by DRAM or contained in DRAM’s catalogues or brochures are issued or published for the sole purpose of giving an approximate indication of the goods described in them. They shall not form part of the Contract or have any contractual force.
4 Quality of Goods and Warranty:
4.1 DRAM warrants that on delivery, and for a period of 12 months (or, if the manufacturer’s warranty period is greater than 12 months , the manufacturer’s warranty period) from the date of installation ( warranty period), the Goods shall:
4.1.1 conform in all material respects with the Goods Specification.
4.1.2 Be free from material defects in design and workmanship: and
4.1.3 Be of satisfactory quality (within the meaning of the sale of Goods Act 1979).
4.2 Subject to the clause 4.3 DRAM shall, at its option, repair or replace any defective Goods, or refund the price of the defective goods in full if.
4.2.1 the Customer gives notice in writing during the warranty period within a reasonable period following discovery that some or all of the Goods do not comply with the warranty set out in the clause4.1 and
4.2.2 DRAM is given a reasonable opportunity of examining such goods. Provided that where the warranty period is greater than 12 month DRAM shall be entitled to charge the Customer for its labor costs in repairing, replacing or removing the defective Goods notified after the first 12 months of the warranty period.
4.3 DRAM shall not be liable for the Goods failure to comply with the warranty in clause 4.1 if:
4.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.2.1
4.3.2 the defect arises because the Customer failed to follow DRAM’s instructions as to the use or maintenance of the goods or good trade practice:
4.3.3 the defect arises as a result of DRAM following any drawing, design or goods specification supplied by the Customer.
4.3.4 The Customer alters or repairs such Goods without the written consent of DRAM.
4.3.5 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
4.3.6 The defect arises as a result of intermittent fault which cannot be identified by DRAM following reasonable inspections.
4.3.7 The defect arises as a result of software bugs or other manufacturers defects or
4.3.8 The Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5 Title and Risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until DRAM has received payment in full for the Goods and any other goods that DRAM has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
5.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as DRAM’s property:
5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods:
5.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on DRAM’s behalf from the date of deliver.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clauses 12.1.2 to 12.1.4 then, without limiting any other right or remedy DRAM may have, DRAM may at any time enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6 Installation Works
6.1 DRAM shall carry out the installation works:
6.1.1 regularly and diligently in a good and workmanlike manner in accordance with good building practice and industry standards.
6.1.2 In accordance with the Order, the installation works Specification and these Conditions.
6.1.3 In accordance with all statutory or other legal requirements relevant to the installation works.
6.2 DRAM shall use reasonable endeavours to carry out and complete the installation works within the timescales stated in the order or, if no timescales are specified, the installation works are to be carried out and completed as soon as reasonably practicable. The parties agree that such timescales are approximate dates, and time is not of the essence. DRAM shall not be liable for delay in the carrying out and completion of the installation works.
6.3 Where DRAM incurs or is likely to incur any loss and/or expense because the progress of the installation works or any part of them has been or likely to be affect by any delay caused by the Customer or any third party engaged by the Customer, DRAM shall be entitled to the reimbursement of that loss and/or expense.
6.4 The Customer shall provide DRAM with such facilities as it requires to carry out and complete the installation works and shall ensure clear, safe and uninterrupted access to the premises.
6.5 The Customer shall ensure that all relevant preparatory work has been undertaken in order to enable the installation works to be carried out.
7 System
7.1 DRAM warrants that for a period of 12 months from the completion of the installation works it shall use reasonable endeavours to rectify and defect in the system following notification of the fault by the Customer.
7.2 Where the system is a monitored intruder alarm, on completion of the installation works the system shall be subject to a 14 day test period during which the system must not trigger any false alarms. There will be no police response during such 14 day test period.
8 Customer’s Obligations
8.1 The Customer shall obtain all necessary approvals and permissions (including, but not limited to , any planning permission) for DRAM to carry out the installation works.
8.2 The Customer shall obtain the approval or permission from the fire services, police or any other relevant authority to allow DRAM to carry out the installation works and shall.
8.2.1 enter into all necessary agreements with such authorities.
8.2.2 Promptly provide any information such authorities require.
8.2.3 Make all necessary payments for the relevant approval or permission.
8.2.4 Meet the requirements of all such authorities at all times to maintain the approval of such authorities.
8.2.5 Inform such authorities promptly if any information the customer has given them changes; and
8.2.6 If any approval or permission granted by such authorities is amended or ends, write to DRAM confirming the same as soon as possible.
8.3 If the Customer does not have and maintain the approval and/or permission of the relevant authorities as requited under clause8.2 DRAM shall only be obliged to provide those parts of the installation works which do not require such approval and/or permission.
8.4 The Customer shall notify and update it insurers of the system and any changes to the system.
8.5 The Customer shall allow DRAM unobstructed access to the premises for the purpose of:
8.5.1 delivering the Goods
8.5.2 Carrying out the installation works and/or
8.5.3 Where applicable, removing DRAM’s equipment and/or the system where this contract is ended for any reason.
8.6 The Customer shall:
8.6.1 supply the Customer’s equipment as detailed in the goods specification installation works specification.
8.6.2 Prior to the order, identify to DRAM the location of all known risks at the premises including hazardous materials, concealed pipes, wires and services which may affect the installation works or the system.
8.6.3 Provide and maintain services to the system as detailed in the goods specification or the installation works specification; and
8.6.4 Write to DRAM as soon as reasonably practicable informing it of any changes to the information supplied under this clause.
8.7 Where the Customer engages it’s own security team at the premises, DRAM is entitled to assume that such security team is competent and experienced iin operating a system similar in nature and complexity to the system.
8.8 The Customer shall obtain DRAM’s prior written consent to adjust, reset, alter or otherwise interfere with the System and shall not permit any other person to do so.
8.9 The Customer shall immediately inform DRAM in writing if there is failure or irregular operation of the System or the telephone lines which connect to the System.
8.10 If the performance by DRAM of any of its obligations under this contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (a customer default);
8.10.1 DRAM shall, without limiting its other rights or remedies, have the right to suspend performance of its obligations under this contract until the Customer remedies the Customer Default:
8.10.2 DRAM shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the failure or delay of DRAM to perform any of its obligations as set out in this clause 8.10; and
8.10.3 The Customer shall reimburse DRAM on written demand for any cost or losses sustained or incurred by DRAM arising directly or indirectly as a result of a Customer Default.
9 Price
9.1 The price excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay DRAM at the prevailing rate.
9.2 The price for the Goods and/or the installation works shall be the price set out in the order, or such other sum as becomes due under this contract.
9.3 The Price excludes all costs and charges for packaging, insurance and transport of the Goods.
9.4 The Customer shall pay to DRAM 50% of the Price on or before the Commencement Date (the Deposit). The receipt of the Deposit by DRAM is a condition precedent to DRAM performing its obligations under this contract.
9.5 DRAM shall invoice the Customer for the balance of the price on the completion of the installation works.
9.6 In the event that the installation works will not be completed within one month from the date of this contract DRAM reserves the right to submit progress or interim request for payment of the price based on a fair and reasonable valuation of Goods delivered to the premises and the installation work completed to date.
10 Payment
10.1 The Customer shall pay invoices in full within 14 days of receipt by the Customer of each invoice.
10.2 If the Customer fails to pay an amount due to DRAM by the final date for payment, then the Customer shall pay interest on the overdue amount at the rate of 7% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest with the overdue amount.
10.3 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). DRAM may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by DRAM to the Customer.
11 Limitation on Liability
11.1 The limitations on liability in case 11 apply to every liability arising under or in connection with the contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in this contract limits any liability which cannot be legally limited.
11.3 DRAM does not warrant or guarantee that the supply of the Goods, the operation of the system will prevent the Customer from suffering losses or remove the requirement for the Customer to insure the Premises.
11.4 DRAM’s total liability to the Customer arising under or in connection with the contract shall not exceed the lesser of (i) the price or (ii) two hundred and fifty thousand pounds (£250,000)
11.5 DRAM shall not be liable for any losses suffered by the Customer as a result of any delay in responding or any failure to respond by any emergency services.
11.6 DRAM liability for the following type of loss are wholly excluded: loss of profit; loss of sales or business; loss of agreements or contracts; loss of use or corruption of software, data or information; loss of or damage to goodwill and indirect or consequential loss.
11.7 This clause 11 shall survive the termination of the contract.
12 Termination
12.1 Without affecting any other right or remedy available to it, DRAM may terminate the contract with immediate effect by giving written notice to the Customer where:
12.1.1 the Customer commits a material breach of any term of the contract and (if such a breach is remediable) fails to remedy that breach within 7 days of the party being notified in writing to do so;
12.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having receiver appointed to any of its assets or ceasing to carry on business.
12.1.3 the Customer takes any step or action in connection with the Customer being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business; or
12.1.4 The Customer’s financial position deteriorates to the extent that in DRAM’s opinion the Customer’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy.
12.2 rights and remedies that have accrued as at termination.
12.3 On termination of the contract the Customer shall immediately pay to DRAM all of DRAM’s outstanding unpaid invoices and interest and, in respect of installation works undertaken and Goods supplied for which no invoice has been submitted, DRAM shall submit an invoice, which shall be payable by the Customer immediately on receipt.
13 Intellectual Property, Confidentiality, Data Protection
13.1 All rights including (without limitation) copyright in all the Documents shall remain vested in DRAM.
13.2 Subject to all sums due and payable under the contract to DRAM having been paid, the Customer shall have an irrevocable royalty-free, non-exclusive license to copy and use the Documents for the purpose of receiving and using the Goods.
13.3 DRAM shall not be liable for any use by the Customer of any of the Documents for any purpose other than that for which they were prepared.
13.4 The Customer undertakes that it shall not at any time disclose to any person the documents or any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.5.
13.5 The Customer may disclose the Documents or the confidential information to its clients, employees, officers, representatives, sub-contractors or advisers who need to know such information for the purpose of carrying out Customer’s obligations under the Contract. The Customer shall ensure that its clients, employees, officers, representatives, subcontractors or confidential information comply with clause 13.4 and 13.5.
13.6 The Customer will comply with all applicable requirements of the Data Protection Legislation in relation to the System including, but not limited to, the erection of signage and secure storage of data collected by the System.
14 Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 7 days written notice to the affected party.
15 Entire Agreement
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16 Notices
16.1 Any notice or other communication given to a party under or in connection with the contract shall be in writing, addressed to that party at its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
16.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause16.1 if sent by pre-paid first class post or other next working day delivery services, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, at the time of transmission.
16.3 This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
17 Assignment and Variation
17.1 DRAM may at any time assign, mortgage, change, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the contract.
17.2 The Customer shall not assign, transfer or deal in any other manner with any of its rights and obligations under the contract without the prior written consent of DRAM.
17.3 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorized representative).
18 Severance
If any provision or part- provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 18 shall not affect the validity and enforceability of the rest of the contract.
19 Third Party Rights
The Contract does not give rise to any rights under the contracts (rights of Third Parties) Act 1999 to enforce any term of the Contract.
20 Governing Law and Jurisdiction
20.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or information.
20.2 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by the construed in accordance with the law of England and Wales.