Ayo Network & Hardware Service Agreements
As will have been outlined to you during onboarding, depending on the package and deal opted for, the payment structures may vary. We’ll run through the details of each case below.
Payments will be made to Ayo NS (Net Services), and appear as ‘Ayo NS’ for network service payments, this is inclusive but not wholly exclusive to Line Rental, Channel Rental, FTTC/Fibre Connections, Gigabit Connections & extras such as usage. Contract lengths may vary, from 12, 24, 36, 48 and 60 months for all services exclusive of FTTC/Fibre – rolling/monthly contracts in this case can apply, dependent on your deal. Please note that the T&C’s provided on onboarding are specific to your agreement, and if you are unsure about which apply to your contract, please contact us. Our Network Services Terms & Conditions can be found here.
Payments will be made to Ayo AF (Ayo Asset Finance) for Equipment Rental, Lump-Sum payments for Equipment, Installation & Maintenance payments will appear as either Ayo AF or the name of one of our Finance/Leasing partners following with the former as reference. The Terms & Conditions of sale can be found here.
Ayo Network Services Agreement
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement the following terms shall have the following meanings: –
“Act” means the Telecommunications Act 1984 and amendments to the Act that may be made from time to time.
“Agreement” means the agreement between the Service Provider and the Subscriber for the provision of Network Services incorporating these terms and conditions and the Order Form.
“Connection Date” means the date when the network carrier having received the Subscriber Details from the Service Provider is in a position to and has agreed to commence provision of the Network Service to the Subscriber.
“Number Translation Service” means any telecommunications service provided by the Service Provider which commences with a non-geographic code requiring translations by the Ayo Telecom switch for onward routing to the Subscriber and including services such as 0800 Freephone, local rate, national rate and premium rate telephone call facilities.
“Network Services” means the provision of per minute indirect access network capacity as is required to complete voice telephone calls and data transmission domestically and internationally via the public switched telephone network more particularly detailed on the Order Form and described in the Service Provider’s service literature and as modified or substituted from time to time to be provided here under by the Service Provider to the Subscriber.
“Order Form” means the Subscriber Order Form which sets out details of the Service Provider the Subscriber and other particulars relating to the provision of the Network Services.
“Service Provider” means Ayo NS (Network Services), a Limited company incorporated and registered in Scotland, and whose registered office is 54 Washington Street, Glasgow, G3 8AZ, and Ayo NS “Service Provider” includes the Service Provider’s permitted assigns employees and agents.
“Subscriber” means the person, firm or company specified on the Order Form and any other person reasonably appearing to act within that person’s firm’s or company’s authority and includes where relevant the Subscriber’s permitted assigns employees and agents. “Subscriber Details” means the service numbers of lines to be connected to the Network Services.
2. SUPPLY OF NETWORK SERVICES
The Service Provider ensures to use all reasonable endeavours to supply the Network Services to the Subscriber as and from the Connection Date subject to and on the terms of this Agreement.
3. DURATION
This Agreement shall come into full force and effect from the date hereof and subject to earlier termination in accordance with its terms shall continue thereafter until the same is terminated by either party by the service upon the other of no less than 60 day’s written notice such notice to expire at any time.
4. CONDITIONS OF USE OF NETWORK SERVICES
4.1 The Subscriber agrees and undertakes:
4.1.1 to use the Network Services in accordance with such conditions as may be notified to it in writing by Ayo NS from time to time
4.1.2 not to cause any attachments other than those approved for connections under the Act to be connected to the Network Services and Ayo NS shall not be under any obligation to connect or keep connected any Subscriber apparatus if it does not so conform or if in the reasonable opinion of Ayo Telecom Ltd it is liable to cause death, personal injury, damage or impair the quality of the Network Services
4.1.3 not to contravene the Act or any other relevant regulations or licenses granted there under
4.1.4 not to use the Network Services as a means of communication for a purpose other than that for which the Network Services are provided and as may be set out from time to time in Ayo NS service literature
4.1.5 not to use the Network Services to communicate any material which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character
4.1.6 not to use the Network Services in a manner which constitutes a violation or infringement of the rights of any other party
4.1.7 to maintain its telecommunications apparatus at all times during the period of this Agreement in good working order and in conformation with the relevant standard or approval for the item being designated under section 22 of the Act
4.1.8 to provide Ayo NS with all such information as it reasonably requests relating to the Subscriber’s telecommunications apparatus
4.2 If Ayo NS is installing auto-dialling equipment the Subscriber shall provide at the Service
Provider’s request and at the Subscriber’s expense, suitable mains electricity supply (if necessary), with connection where Ayo NS requires to enable Ayo NS to provide the Network Services.
4.3 If any equipment is installed or provided by or on behalf of Ayo NS for the purposes of providing the Network Services (including without limitation any auto-dialler) the Subscriber undertakes not to alter or move such equipment or any part thereof without Ayo NS prior written consent. The Subscriber agrees that any equipment installed or provided by or on behalf of Ayo NS shall at all times remain the property of the Ayo NS and shall be returned to Ayo NS forthwith upon request.
4.4 the Subscriber shall indemnify Ayo NS against all liabilities, claims, damages, losses and expenses arising from the use by the Subscriber of the Network Services in breach of this Agreement.
4.5 This clause 4.5 shall apply to the Number Translation Service.
4.5.1 The Subscriber hereby acknowledges that the telephone numbers allocated as part of the Number Translation Service do not belong to the Subscriber and the Subscriber accepts that it shall not acquire any rights whatsoever in any such telephone numbers and the Subscriber shall make no attempt to apply for registration of the same as a trade or service mark whether on its own or in conjunction with some other words or trading style.
4.5.2 The service provider shall be entitled for operational or technical reasons or in order to comply with any numbering scheme or other obligation imposed on Ayo NS by the Licenses or by any other competent authority to withdraw or change any telephone or code (or group thereof) allocated to the Subscriber as part on the Number Translation Service PROVIDED THAT the service provider gives the Subscriber the maximum period of notice in writing thereof practicable in the circumstances.
4.5.3 The Subscriber acknowledges and agrees that any Number Translation Service including any telephone numbers provided as part of that service shall only be provided by Ayo NS and available for use by the Subscriber for the duration of this Agreement.
5. WHOLESALE LINE RENTAL
5.1 The customer agrees that signing this agreement will terminate any prior line rental agreement with BT or an alternative provider. The Customer authorises the service provider to use all the information the Customer provides in order to liaise directly with BT and or the other provider. In signing this agreement the Customer agrees to take line rental services for the Minimum Period / Term specified on the Customer order form. Following the Minimum Period / Term, the line rental services shall continue until terminated by either party giving no less than 90 day’s written notice to the other party
5.2 “All conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise and all liabilities (if any) of Ayo NS arising there from are hereby wholly excluded. Without prejudice to the generality of the foregoing, Ayo NS does not warrant that the WLR Service or the operation of the System will be uninterrupted or error free or will meet the Company’s requirements”.
5.3 “Ayo NS save for Charges in respect of WLR Services which shall be invoiced monthly in advance”. 5.4 The service provider may, by giving the customer 30 day’s written notice increase the charges for this service.
6. ACCESS TO PREMISES AND PROVISION OF INFORMATION
6.1 To enable Ayo NS to exercise its obligations under this Agreement:
6.1.1 The Subscriber shall permit or procure permission for Ayo NS and any other person(s) authorised by Ayo NS to have reasonable access to its premises and its telephone system and other equipment and shall provide such reasonable assistance as Ayo NS requests.
6.1.2 Ayo NS will normally carry out work, by appointment and during normal working hours but may request the Subscriber to provide access at other times but such requests shall not oblige the Subscriber to provide such access.
6.2 At the Subscriber’s request, Ayo NS may agree to work outside normal working hours and the
Subscriber shall pay Ayo NS reasonable charges for complying with such a request.
6.3 If the Subscriber requests maintenance or repair work which is found to be unnecessary, the Subscriber may be charged for the work and the costs incurred. The Service Provider will give notice that work is considered unnecessary prior to completion and raising charges.
7. SUSPENSION OF SERVICE
7.1 The Service Provider may at its sole discretion elect to suspend forthwith provision of the Network Services until further notice without compensation having given the Subscriber as much notice as is reasonable under the circumstances either orally (confirming such notification in writing) or in writing in the event that: 7.1.1 the Subscriber is in breach of a material term of this Agreement including for the purposes of this Agreement its failure to pay charges to Ayo NS on the due date
7.1.2 Ayo NS is obliged to comply with an order, instruction or request of the Government, an emergency services organisation or other competent administrative authorities
7.1.3 Ayo NS suspects that the Network Services are being used fraudulently
7.1.4 Ayo NS is entitled to suspend provision of any other telecommunications service under the terms of any other agreement with the Subscriber. 7.2 The Subscriber shall reimburse Ayo NS for all reasonable costs and expenses incurred by the implementation of such suspension and/or the recommencement of the provision of the Network Services as appropriate, but only where the suspension is implemented as a consequence of breach, fault or omission of the Subscriber.
8. LIABILITY
8.1 Nothing in this Agreement shall exclude or restrict Ayo NS liability for death or personal injury resulting from the negligence of Ayo NS or of its employees while acting in the course of their employment with Ayo NS.
8.2 Neither party shall be liable to the other in contract, tort or otherwise for any loss of business, contracts, anticipated savings or profits or for any other indirect or consequential loss whatsoever.
8.3 Ayo NS liability in contract, tort or otherwise arising out of or in connection with the performance of its obligations under this Agreement shall be limited to £1 million for any one incident or series of incidents and £2 million in aggregate.
8.4 Ayo NS shall not be liable to the Subscriber for any breach of any provision of this agreement caused by any reason outside the control or responsibility of the Ayo NS including without limitation the failure of any third party public telecommunications operator or network carrier to provide network capacity (or any element thereof) to Ayo NS on which it was reliant for the purposes of this Agreement (whether in breach of contract or otherwise) any Act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightening or fire, strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, or other competent authorities.
8.5 Ayo NS shall not in any event be liable to the Subscriber for any indirect, consequential or incidental loss or special damages howsoever arising or for any loss of revenue, business, anticipated savings or profits and the Subscriber shall indemnify and keep Ayo NS indemnified against any claims and expenses arising out of the foregoing.
8.6 For the avoidance of doubt, Ayo NS shall not in any event be liable to the Subscriber or any third party for any claims. liabilities, damages, costs or loses, whether direct or indirect, or for any loss of revenue, business, anticipated savings or profit arising in connection with the failure of the Subscriber to comply with any or all of its obligations under this Agreement.
8.7 Ayo NS cannot accept liability for calls that may have been made fraudulently via the Subscribers own equipment. Any call charges incurred will be charged as per the Subscribers current tariff plan.
9. CHARGES AND PAYMENTS
9.1 The Subscriber shall be invoiced monthly by Ayo NS and agrees to pay charges within 14 days of receipt of invoice.
9.2 Usage charges will be as detailed in Ayo NS price list as varied from time to time.
9.3 Ayo NS shall have the right to alter the charges in the Service Provider’s price list from time to time by giving the Subscriber not less than 28 days’ notice.
9.4 Usage charges payable shall be calculated by reference to data recorded or logged by or on behalf of the Service Provider and not by reference to any data recorded or logged by the Subscriber.
9.5 Where calls are provided by Carrier Pre Select (CPS) on WLR lines (provisioned through the service provider) and where any changes that are made by the customer or BT results in the calls routing over BT, then the agreed CPS rates will not apply. Please refer to the Service Provider’s standard WLR rates, which will be automatically applied without notice.
9.6 Ayo NS reserves the right to charge a late payment fee of £35 plus VAT should the Customer fail to make payment for network services 7 calendar days after the due date. The Customer will be forewarned of the charge 1 calendar before the charge is applied. The charge will be included on the subsequent bill. Part Payment of bills will not exclude the raising of a late payment charge.
9.7 Ayo NS reserves the right, should the Customer fail to make payment for network services 10 calendar days after the due date, to restrict or suspend the Service relating directly to the unpaid amounts until the Customer has paid in full. Should Ayo NS restrict or suspend the Service the Customer will be charged a reconnection fee of £35+VAT to reconnect the Service. The charge will be included on the subsequent bill.
9.8 Ayo NS reserves the right to charge daily interest on amounts outstanding 14 days after invoice until payment in full is received, at a rate equal to 8% per annum above the Lloyds Bank Plc Base Lending Rate as current from time to time, accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly.
9.9 All sums referred to in this Agreement are exclusive of Value Added Tax and any taxes of a similar nature which may from time to time be introduced.
9.10 Payment of all sums due to Ayo Telecom Ltd shall be made without any set-off whatsoever
9.11 Ayo NS reserves the right to charge an administration fee of £15 plus VAT per invoice if the Customer has cancelled its Direct Debit instruction or has insufficient funds in the bank account on the Direct Debit due date, without informing the Customer in advance.
10. TERM AND TERMINATION
10.1 Each Service Contract shall start from the date the Service is made available and continue for the Minimum Period / Term. Either party may terminate such Service Contract by giving ninety (90) days written notice to the other, such notice to expire no earlier than the end of the Minimum Period / Term. In the case of termination by the Subscriber, any such written notice shall not be effective unless (i) given by email to the service provider by an authorised member of the Subscriber, providing full details of the Service Contract including all circuit details and addresses to be terminated, and (ii) Ayo Telecom Ltd has confirmed such termination notice by email within three working days of its receipt.
10.1.2 If the subscriber terminates the contract before the end of Minimum Period / Term, the subscriber will be charged the remaining rental of the lines and or broadband circuit contract. In the case of calls, a monthly average will be taken from the last 3 months call spend and the subscriber will be charged this monthly average for the remaining months of the Minimum Period / Term.
10.2 In addition to Ayo NS’ other rights, Ayo NS may end any Service Contract and/or suspend the provision of any Service under a Service Contract:
10.2.1 immediately following the expiry of 14 days’ written notice from Ayo NS to the Subscriber for non-payment of any Charges and payment has not been made following such notice; or
10.2.2 immediately in writing if the Subscriber materially breaches these Terms, any Service Contract or any other agreement the Subscriber has with Ayo NS (or if such breach is capable of being remedied, after expiry of written notice requiring such breach to be remedied within 14 days and the Subscriber has failed to remedy such breach); or
10.2.3 immediately if bankruptcy or insolvency proceedings are brought against the Subscriber (or its parent company), a receiver or administrator is appointed over any of the Subscriber’s (or its parent company’s) assets or the Subscriber (or its parent com pany) goes into liquidation or enters into a voluntary arrangement with its creditors other than for the purposes of reorganisation (or any similar event in its country of incorporation takes place); or
10.2.4 as soon as required if Ayo NS is obliged to by a decision or direction of any governmental body or regulatory authority.
10.2.5 Notwithstanding anything to the contrary expressed or implied in the Agreement Ayo NS (without prejudice to their own rights) may terminate this Agreement forthwith in the event that any license under which the Subscriber has the right to run its telecommunication system and connect it to the Network Services is revoked, amended or otherwise ceases to be valid.
10.3 Upon termination of a Service Contract, all Charges incurred by the Subscriber for the use of the Services up to the date of termination shall be due and payable in full and on demand and the Subscriber shall have no right to withhold, deduct or set off any such amounts.
10.4 Upon termination of a Service Contract for whatever reason the Subscriber shall immediately stop using the Services prescribed in such Service Contract and the Subscriber’s right to use such Services shall immediately terminate.
10.5 Termination or expiry of a Service Contract shall not affect any accrued rights or obligations or those intended to be of a continuing nature or to come into force upon termination or expiry.
10.6 Where Ayo NS suspends for Subscriber breach and subsequently reconnects Services the
Subscriber may be liable for a reasonable reconnection fee which shall be notified to the Subscriber in advance.
10.7 If the Subscriber cancels an order, or requests that an order already placed is significantly modified (e.g. changes in address; Service type; point of presence or presentation), prior to the connection date, as defined in the relevant Service Contract, then notwithstanding Ayo NS other rights pursuant to the Service Contract, the Subscriber shall pay all costs incurred by Ayo NS as a result of such cancellation or modification (this includes any rejected transactions). The amount payable shall be calculated by reference to the number of days prior to the connection date that the Service Provider receives the cancellation or modification request from the Subscriber. Where installation charges are not payable or are discounted for a particular Service Contract, Ayo NS may charge a cancellation charge by applying the percentages below to its then current standard Installation Charges (as notified to the Subscriber). Additionally, Ayo NS may charge the Subscriber for all costs which it has incurred in relation to provision of the Services (e.g. costs associated with network or infrastructure builds or obtaining way leaves) on and prior to the date upon which it receives the early cancellation request from the Subscriber.
Working Days Before Connection
1
1<5
5 < 10
10 < 20
20
10.8 If the Subscriber cancels a Service without cause after the connection and prior to the end of the Minimum Period / Term, then all Charges that would have been payable until the end of the Minimum Period / Term (together with any relevant notice period) shall immediately become due and payable.
11. ASSIGNMENT
Ayo NS may, but the Subscriber shall not (without the prior written consent of Ayo NS such consent not to be unreasonably withheld or delayed), assign or delegate or otherwise deal with all or any of its rights or obligations under this Agreement.
12. GENERAL
12.1 This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written. This Agreement may be modified upon Ayo NS giving to the Subscriber not less than 30 day’s prior written notice thereof.
12.2 Failure by either party to exercise or enforce any right conferred to this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
12.3 By signing the Order Form the Subscriber thereby agrees to the total exclusion of all its terms and conditions of business from this Agreement.
12.4 Any notice, invoice or other document which may be given by either party under this Agreement shall be in writing (except as provided otherwise) and shall be deemed to have been duly given if addressed to the party to which it is to be given and if left at or delivered by pre-paid mail, telex or facsimile (provided that such facsimile is then confirmed by pre-paid mail) to that party’s address as shown on the Order Form or in either case at such other address as has been notified by one party to the other.
12.5 This Agreement shall be governed by and construed and interpreted in accordance with Scottish law, and the parties hereby submit to the jurisdiction of the Scottish courts.
12.6 Any director or representative of a limited company who signs on behalf of the Subscriber will be deemed an authorised signatory and thereby guarantee the Subscriber’s acceptance of its obligations under this Agreement.
12.7 Any terms that would be implied herein by statute or common law shall be excluded to the fullest extent permitted by law
AyoTel Hardware/Goods Sale Agreement
Terms & Conditions for Rental/Lease
- INTERPRETATION
1.1 In these Conditions, the following definitions apply:
Business Day: any day other than a Saturday, Sunday or public holiday, when banks in London are open for business.
Conditions: the terms and conditions set out in this document as well as terms and conditions on the of the Order Form/Rental Agreement presented during onboarding
Contract: the contract between the Seller and the Customer for the sale and purchase of the Goods in accordance with the Conditions.
Customer: the business who purchases/rents the goods from the Seller.
Goods: the goods (including any instalment of the goods or any parts for them) specified on the Order Form.
Order: the Customer’s order for the Goods as set out in the Order Form.
Order Form: the Seller’s standard order form.
Seller: specified on your Order Form/Rental Agreement; Ayo AF (Asset Finance), or one of Ayo’s FCA-approved finance/leasing partners – this will be specified on your rental agreement, alongside the recipient of payments.
Specification: any specification for the Goods, including any related plans and drawings, that are included in an equipment schedule attached to the Order Form or as otherwise agreed in writing by the Customer and the Seller.
1.2 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of the
Contract and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of the Contract.
1.3 Headings are for convenience only and do not affect interpretation.
1.4 Any phrase introduced by the terms including, include, in particular or any
- BASIS OF THE SALE/RENTAL
2.1 The Seller shall sell and the Customer shall purchase the Goods as specified in the Order Form. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions and the Customer is responsible for ensuring that the terms of the Order and any applicable Specifications are complete and accurate.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that that the Customer seeks to impose or
incorporate, or which are implied by trade, custom, practice or course of dealing. Variations to the Conditions shall only
be binding where they have been agreed in writing by the Seller.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by the Seller which is not set out in the Contract.
2.4 All advice or recommendations provided by the Seller 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 the Seller is followed or
acted upon entirely at the Customer’s own risk. Consequently, the Seller will not be liable for any such unconfirmed advice or recommendations.
2.5 Errors, including, but not limited to; typographical, clerical or other errors or omissions in any sales literature, quotations, price lists, acceptances of offers, invoices or other documents or information issued by the Seller shall be subject to
correction without any liability on the part of the Seller.
2.6 Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations
contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of
the Goods described in them, They shall not form part of the Contract or have any contractual force
- ORDERS AND SPECIFICATIONS
3.1 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of
30 Business Days from its date of issue.
3.2 The Order shall only be deemed to be accepted when the Order Form is signed by the authorised representatives of the Customer, received by the Seller and the Seller agrees that it is able to provide to the Goods requested
3.3 Responsibility lies exclusively with the Customer for ensuring the accuracy of the terms of any Order (including any applicable Specifications) and for giving the Seller any necessary information within a sufficient time to enable the Seller to perform the Contract.
3.4 The quantity and description of and any Specification for the Goods shall be those set out or attached to the Order Form. The Seller reserves the right to alter the Specifications after acceptance by the Customer if the Goods specified are no longer available or have been superseded with a similar or improved product or if required by any applicable
statutory or EU requirements or, where the Goods are to be supplied to the Seller’s Specification, if the change in Specification does not materially affect the quality or performance of the Goods.
3.5 An Order accepted by the Seller can only be cancelled by the Customer with the Seller’s prior agreement in writing and
on the basis that the Customer indemnifies the Seller in full for the greater of:
3.5.1 either the sum of 40% of the total amount payable under the Order; or
3.5.2 all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
- PRICE OF GOODS
4.1 The price of the Goods (Rental/Cash Sale) shall be the price set out in the Rental Agreement/Order Form.
4.2 The price of the Goods (Rental/Cash Sale) is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
4.3 The Seller may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods due to:
4.3.1 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
4.3.2 any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate information of instructions.
- TERMS OF PAYMENT
5.1 (Cash Sale) The Deposit will become payable by the Customer immediately once the Order Form has been signed by the Customer. The balance of the price shall be payable as provided in condition 5.2 below. (Lease/Rental Agreement) having signed the relevant documents on onboarding, the Customer shall enter into an agreement of payment via Direct Debit on a monthly basis, billed in arrears.
5.2 (Cash Sale) The Seller will invoice the Customer for the balance of the price of the Goods on or at any time after the Goods have been delivered and installed by the Seller. The Customer shall pay the invoice in full and in cleared funds within 14 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Seller. (Lease/Rental Agreement) the Seller will receive a phone-call from Ayo AF or one of their Finance/Leasing partners to confirm receipt of goods, and successful installation. This shall initiate the Direct Debit agreement signed on onboarding, where monthly payments shall be made to either of the parties mentioned here.
5.3 If the Customer fails to make any payment due to the Seller under the Contract by the due date for payment (due date) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
5.3.1 terminate the Contract or suspend any further deliveries to the Customer;
5.3.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Customer);
5.3.3 charge the Customer interest (both before and after any judgment on the amount unpaid) at the rate of 3% above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. The Customer shall pay the interest together with the overdue amount;
5.3.4 demand immediate payment of all outstanding invoices; and/or
5.3.5 render the Goods non-functional until such time as all outstanding invoices and interest are settled in full
6 DELIVERY AND INSTALLATION
6.1 Delivery of the Goods occurs when the Seller has delivered the Goods to the location set out in the Order Form or such other location as the parties may agree in writing.
6.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. If no dates are specified, delivery shall be within a reasonable time. The Seller shall not be liable for any delay in delivery of the Goods howsoever caused.
6.3 Upon giving reasonable notice to the Customer, the Goods may be delivered by the Seller in advance of the quoted delivery date.
6.4 If the Seller fails to deliver the Goods, its liability shall be limited to the costs incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.5 If the Customer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then the Seller is entitled to:
6.5.1 charge the Customer for all costs and expenses related to the storage of the Goods (including insurance) until such time as actual delivery has taken place; or
6.5.2 resell or otherwise dispose of part of or all of the Goods and, after deducting all storage, selling and other costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.
6.6 If the Seller is to deliver the Goods other than at the Seller’s premises, then the Customer must inform the Seller and the carrier in writing within (48) hours of delivery of any shortage in delivery or any damage to the Goods.
6.7 Where it is agreed that the Seller shall install the Goods, then the Seller will do so as soon as is reasonably practicable after delivery. The Seller will not be liable for any loss suffered by the Customer in the event of any delay in installing the Goods.