Demma - Specialists in Computer Controlled Building Management Systems
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Demma - Specialists in Computer Controlled Building Management Systems

DEMMA GROUP OF COMPANIES
TERMS AND CONDITIONS FOR SALES & SERVICES

The Buyer's attention is in particular drawn to the provisions of condition 13 and 15

1. DEFINITIONS

1.1 In these conditions the following terms shall have the following meanings:

a) ‘Demma’ means Demma Services Limited, Demma Controls Limited and Demma London Limited.

b) ‘The Buyer’ means the customer of Demma.

c) ‘Contract’ means the agreement in writing for the supply of the Goods or Services from Demma to the Buyer and unless otherwise stated shall include purchase orders, Maintenance Contracts and Project Contracts.

d) ‘Engineer’ means an Engineer employed by Demma to carry out the Services and includes any engineer who has been sub-contracted by Demma.

e) ‘Site’ means the building or area where the Services are carried out or where the Goods are delivered to.

f) ‘Services’ means the services provided to the Buyer by Demma under the Contract, together with any other services which Demma provides or agrees to provide to the Buyer.

g) ‘Goods’ means any goods (including parts and equipment) agreed in the Contract to be supplied to the Buyer by Demma and shall include any Goods provided as part of the Services.

h) ‘Non-lone Working Areas’ means all areas of a Site which require the attendance of more than one Engineer, including (but not limited to) roof-tops; basements; areas requiring use of ladders; or any other area requiring more than one Engineer by law or otherwise.

i) ‘Maintenance Contracts’ means contracts agreed between Demma and the Buyer for the provision of the Services and Goods for a set period of time.

j) ‘Project Contracts’ means contracts for the provision of the Services for the purpose of installing and commissioning the Goods.

k) ‘Schedule of Rates’ means Demma’s list of prices, postage costs, expenses, hourly labour charges and hourly rates for mileage time.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2. GENERAL

2.1 These Conditions shall:

a) apply to and be incorporated into the Contract; and

b) prevail over any inconsistent terms or conditions contained, or referred to, in the Buyer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Buyer, or implied by law, trade custom, practice or course of dealing.

2.2 The Buyer's purchase order, or the Buyer's acceptance of a quotation for Services and / or Goods by Demma, constitutes an offer by the Buyer to purchase the Services and/or Goods specified in it on these Conditions. No offer placed by the Buyer shall be accepted by Demma other than:

2.2.1 by a written acknowledgement issued and executed by Demma; or

2.2.2 (if earlier) by Demma starting to provide the Services and/or Goods, when a contract for the supply and purchase of the Services and/or Goods on these conditions will be established. The Buyer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.

2.3 The waiver or variation of any conditions herein or any Contract at any time by Demma shall only be effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

2.4 If any provision of the Contract or these conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract or these conditions, and the validity and enforceability of the other provisions of the Contract and these conditions shall not be affected.

2.5 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

2.6 A person who is not a party to the Contract shall not have any rights under or in connection with it.

3. DESCRIPTION OF GOODS SERVICES

3.1 The quantity and description of the Goods and Services shall be as set out in the Contract.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by Demma or a third party supplier with whom Demma deals with and any descriptions or illustrations contained Demma’s or third party’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY OF GOODS, SERVICES, PACKING & RETURNS

4.1 Unless otherwise agreed in writing by Demma, delivery of Goods and the provision of the Services shall take place at the Site.

4.2 Any dates specified for the delivery of Goods shall be an estimate only and time shall not be of the essence by notice or otherwise. If no dates or times are specified then delivery shall take place within a reasonable time.

4.3 Provided that any Goods needed for a Contract are required to be delivered to a single Site then carriage will be included within Demma’s quoted price.

4.4 Engineers shall not be permitted or obliged to engage in the off-loading, positioning and/or lifting of heavy equipment. Demma will inform the Buyer prior to delivery if the Goods are heavy and the Buyer shall be responsible for making arrangements for the off-loading, positioning and or lifting of heavy equipment.

4.5 Where special packing is ordered then this will be charged in addition to the price stated in the Contract.

4.6 Demma may use sub-contract labour for specialist skills or to complete a project.

4.7 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Demma is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorizations, or Demma is not given access to the Site to deliver the Goods:

4.7.1 Risk in the Goods shall pass to the Buyer (including for loss or damage caused by the negligence of Demma);
4.7.2 The Goods shall be deemed to have been delivered; and
4.7.3 Demma may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance) in addition to the price stated in the Contract.

5. TERM OF MAINTENANCE AND PROJECT CONTRACTS

Maintenance Contracts and Project Contracts shall run for the period agreed in each Contract.

7. BUYERS RISK / TITLE

7.1 Subject to condition 4.7 the Goods are at the risk of the Buyer from the time they arrive at the Buyer’s Site which includes any period of installation by an Engineer under the Contract

7.2 Ownership of the Goods shall not pass to the Buyer until Demma has received in full (in cash or cleared funds) all sums due to it in respect of:
a) The Goods and any Services provided in connection with the supply of those Goods; and
b) All other sums which are or which become due to Demma from the Buyer under any Contract.

7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
7.3.1 hold the Goods on a fiduciary basis as Demma’s bailee;
7.3.2 store the Goods (at no cost to Demma) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Demma’s property;
7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
7.3.4 maintain the Goods in satisfactory condition and keep them insured on Demma’s behalf for their full price against all risks to the reasonable satisfaction of Demma. On request the Buyer shall produce the policy of insurance to Demma.

7.4 The Buyer may not resell the Goods before ownership has passed to it.

7.5 Demma shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Demma.

7.6 The Buyer grants Demma, its agents and employees an irrevocable licence at any time to with or without vehicles to enter any Site or other premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

7.7 Where Demma is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Demma to the Buyer in the order in which they were invoiced to the Buyer.

7.8 On termination of the Contract, howsoever caused, Demma's (but not the Buyer's) rights contained in this condition 7 shall remain in effect.

7.9 Goods that are lost, stolen or damaged during the fulfilment of any Contract by Demma and through no negligence of Demma or its Engineers shall be the responsibility of the Buyer and any replacement of lost, stolen or damaged Goods from or at the Site in these circumstances will be charged in accordance with the Schedule of Rates.


8. PRICES & EXPENSES

8.1 The following conditions shall apply to all Contracts:

8.1.1 Where a quotation has been provided to the Buyer prior to entering into the Contract such quotation shall be valid for a period of 30 days of the date of quotation provided that it has not been withdrawn by Demma within that period and Demma has received written acceptance of the quotation within that period.

8.1.2 Where the Buyer requires delay of fulfilment of the Contract beyond the time initially agreed in the Contract Demma reserves the right to raise a further quotation base on prices ruling at the time of fulfilment.

8.1.3 All prices quoted are net and are subject, where appropriate to the addition of Value Added Tax (VAT) at the date of invoice.

8.2 The following conditions shall apply to Maintenance Contracts:

8.2.1 Subject to condition 8.2.2 Maintenance Contracts shall be on a fixed price basis at the amount and for the level of service set out and agreed in the Contract. The fixed price is payable by equal monthly instalments for which Demma shall invoice the Buyer monthly in advance.

8.2.2 Unless the Maintenance Contract provides otherwise the cost of the Maintenance Contract shall not include:

a) the use of Demma’s 24 hour call out facility; and
b) any other Services or Goods required in addition to the level of service agreed in the Maintenance Contract.

Such costs shall be charged in addition to the cost of the Maintenance Contract in accordance with Demma’s Schedule of Rates.

8.3 The following conditions shall apply to Project Contracts:

8.3.1 Project Contracts shall be on a fixed price basis at the amount set out in the Project Contract payable by equal monthly instalments for which Demma shall invoice the Buyer monthly in arrears.

8.3.2 Subject to condition 8.3.3 the fixed price shall include any additional Site visits required to fulfil the terms of the Project Contract.

8.3.3 The cost of the Project Contract shall not include the costs specified in condition 8.3.2 where the additional Site visits are required due to the fault of the Buyer, non-disclosure of information by the Buyer or where the Buyer has not provided appropriate instructions, documents, licenses or authorisations, or Demma is not given access to the Site to deliver the Goods or provide the Services or where the Buyer fails to accept delivery of any of the Goods or provision of the Services when they are ready for delivery or ready to be supplied.

8.3.4 Where condition 8.3.3 applies Demma reserves the right to make additional charges for additional labour and mileage time and expenses in accordance with the Schedule of Rates where the Buyer requests additional Site visits.

8.3.5 Demma may review and increase its Schedule of Rates and the Schedule of Rates applicable to each contract shall be the Schedule of Rates in place at the date of each Contract and the Buyer is under an obligation to ensure that before entering into each Contract it has the details of the Schedule of Rates in force at that time.

8.4 Unless otherwise agreed in writing by Demma Goods or Services provided other than under a Project Contract or Maintenance Contract shall be subject to the following conditions:

8.4.1 the charges for the Services shall be calculated in accordance with Demma’s Schedule of Rates and shall be invoiced either in full on completion of the Services, or in stage payments throughout the project or monthly for a Maintenance Contract.
8.4.2 the charges payable for the Goods shall be set out in the Contract and shall be invoiced in full on delivery except where Goods are being supplied as part of the provisions of the Services in which case condition 8.4.1 shall apply

9 PAYMENT

9.1 Payment must be received no later than 30 Days following the date of invoice.

9.2 Time for payment shall be of the essence.

9.3 No payment shall be deemed to have been received until Demma has received clear
funds.

9.4 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Demma to the Buyer.

9.5 In the event of the late payment of any invoice we reserve the right to claim interest on the amount outstanding and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

9.6 Demma’s rights in condition 9.5. shall be in addition to and without prejudice to all other remedies available to Demma for non-payment.

10. NON-LONE WORKING AREAS

Demma will not be responsible for the cost of additional labour when working on Site in areas classified as Non-lone Working Areas. The Buyer will supply on-site access and lifting equipment for Demma. The supply of such additional labour to assist in these circumstances will be charged in addition to the price stated in the Contract and shall be in-line with Demma’s Schedule of Rates.

11. RETURN SITE VISITS

Subject to condition 8 return to Site requests made by the Buyer after the provision of Services by Demma will be charged for in-line with the Schedule of Rates. The visit will not be charged for if the problem was caused directly by an Engineer’s negligence.

12. GUARANTEE / FAULTY GOODS

12.1 Unless otherwise extended by Demma in writing Demma will replace or repair free of charge all Goods which are or become faulty through defects or workmanship within a period of 12 calendar months from the date of delivery, provided that the Buyer has notified Demma of the fault in writing within that period and that the Goods have not been repaired, maintained, accessed or tampered with or provided by the Buyer or any third party.

12.2 Warranty of Goods will be void if they have been maintained, repaired, tampered with or accessed by the Buyer or any other third party.

12.3 Goods must be returned to Demma and not to the manufacturer or distributor.

12.4 Where condition 12.1 applies Demma reserves the right to supply or install alternative Goods in the event that the original Goods are not available.

13. LIABILITY - THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

13.1 This condition 13 sets out the entire financial liability of Demma (including any liability for the acts or omissions of its employees, Engineers, agents, consultants, and subcontractors) to the Buyer in respect of:

a) any breach of the Contract or these conditions;
b) any use made by the Buyer of the Services, Goods or any part of them; and
c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

13.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

13.3 Nothing in these conditions limits or excludes Demma’s liability:

a) for death or personal injury resulting from its negligence; or
b) for any matter which it would be illegal for Demma to exclude or attempt to exclude its liability.
c) for any damage or liability incurred by the Buyer as a result of fraud or fraudulent misrepresentation by Demma.

13.4 If Demma's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees, Demma shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.

13.5 Subject to conditions.13.2 and 13.3 :

a) Demma’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price stated in the Contract; and
b) Demma shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. Any claim whatsoever from Demma will be limited to the level of liability insurance for that particular type of cover only. The limit of Demma’s Professional Indemnity, Consequential loss, Airside Insurance cover and any other cover we offer, that may be required in the event of a claim against Demma is strictly in-line with our insurers policy only, we WILL NOT be able to offer any additional financial cover over the sum of which we are currently insured, See insurance documents for full details of cover. In a situation where our current Insurance levels are deemed insufficient for your requirements or special arrangements are necessary, we reserve the right to pass on any additional cost.

13.6 The Buyer shall be liable to pay to Demma, on demand, all reasonable costs, charges or losses sustained or incurred by Demma (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract or conditions, subject to the Supplier confirming such costs, charges and losses to the Buyer in writing.

14. FORCE MAJEURE

No liability of Demma will be accepted for any failure or delay in performance of the Contract where performance is wholly or partially delayed, hindered or prevented by any circumstances, beyond the reasonable control of Demma including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

15. RESTRICTIVE COVENANT

15.1 All employees and Engineers of Demma have signed and agreed to a restrictive covenant that prevents them from working for associated companies, this is suppliers, clients, buyers, customers, consultants and any other business that Demma has an association with. Failure to comply with this contract would result in a breach of contract.
15.2 The Buyer shall not, without the prior written consent of Demma, at any time from the date of any Contract to the expiry of 12 months after the last date of supply of the Services, solicit or entice away from Demma or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Demma in the provision of the Services.
15.3 Any consent given by Demma in accordance with condition 15.2 shall be subject to the Buyer paying to Demma a sum equivalent to 100% of the then current annual remuneration of Demma's employee, consultant or subcontractor or, if higher, 150% of the annual remuneration to be paid by the Buyer to that employee, consultant or subcontractor.

16. BANKRUPTCY AND INSOLVENCY

16.1 If any of the following circumstances exist or arise Demma shall be at liberty to immediately remove any Engineer from a Site; and to access a Site in accordance with condition 7.6 to remove any Goods not paid for in full under any Contract; cancel any Contract with the Buyer without compensation; and to give any receiver, liquidator or trustee in bankruptcy the option of carrying out the Contract:

16.1.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

16.1.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Demma and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

16.1.3 the Buyer encumbers or in any way charges any of the Goods.

17. THE BUYER’S AND DEMMA’S OBLIGATIONS IN RESPECT OF THE SUPPLY OF SERVICES

17.1 Demma shall:
a) use reasonable endeavours to provide the Services to the Buyer, in accordance of all material respects with the Contract; and
b) use reasonable endeavours to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services
17.2 The Buyer shall:
a) co-operate with Demma in all matters relating to the Services;
b)provide Demma, its agents, Engineers, consultants and employees, in a timely manner and at no charge, with access to the Site and other facilities as reasonably required;
c) provide Demma, its agents, Engineers, consultants and employees, in a timely manner, such information as may be reasonably required and ensure that it is accurate in all material respects;
d) be responsible (at its own cost) for preparing and maintaining the relevant Site for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from the Site in accordance with all applicable laws, before and during the supply of the Services at the Site;
e) inform Demma, its agents, Engineers, consultants and employees, of all health and safety rules and regulations and any other reasonable security requirements that apply at the Buyer’s Site and make aware of all health and safety risks and hazards.
f) ensure that any equipment, systems, cabling or facilities provided by the Buyer's and used directly or indirectly in the supply of the Services is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;

18. TERMINATION / CANCELLATION

18.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate a Maintenance Contract or Project Contract without liability to the other immediately on giving notice to the other if:
a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
b) subject to condition 18.2 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 60 days of that party being notified in writing of the breach.

18.2 A delay in delivery of any Goods or supply of the Services shall only constitute a material breach of the Contract if such delay exceeds a period of 180 days and no other suitable remedy of that breach is available.

18.3 Subject to condition 18.1 and 18.2 the following terms shall apply to the cancellation of a Maintenance Contract:

18.3.1 Demma will require a cancellation notice period of 60 days prior to the end of the agreed contract period. If the required notice is not given prior to end the agreed contract period the Maintenance Contract will automatically renew for a further 12 months.

18.3.2 Subject to condition 18.3.3 Demma will charge for the total contract cost if the Maintenance Contract is prematurely cancelled, Demma will however honour all remaining site visits.

18.3.3 Where the required notice under condition 18.3.1 is not given but notice is given before the date of the expiry of the Maintenance Contract to terminate the Maintenance Contract condition 18.3.2 shall not apply and instead Demma will charge for the cost of two month maintenance. But for the avoidance of doubt any cancellations received after the expiry of the Maintenance Contract will be subject to condition 18.3.2

18.4 Subject to condition 18.1 and 18.2 the following terms shall apply to the cancellation of a Project Contract:

18.4.1 Demma will require 3 months written notice and the date of expiry of such notice shall be the date of cancellation; and

18.4.1 the Buyer shall pay 100% of the cost of all Goods and Services provided from the date the Project Contract commenced up to and including the date of cancellation.

18.5 Subject to condition 8.1.2 the following terms shall apply to Maintenance Contracts and Project Contracts:

18.5.1 Where for any reason the Buyer requires delay of fulfilment of the Contract or any part thereof beyond the time initially agreed in the Contract notice of the delay must be made 4 hours before the agreed Site attendance time either directly with the Engineer or the office staff; and

18.5.2 Where such notice is not given under condition 18.5.1 a minimum charge of 4 hours labour plus hourly rate charges for the total time spent travelling and expenses incurred will be charged to the Buyer in accordance with Demma’s Schedule of Rates if the Services are not required once and Engineer is dispatched to Site or on Site.

18.6 The following terms shall apply to a Contract, other than a Maintenance Contract or Project Contract:

18.6.1 Cancellation of orders for an Engineer to attend a Buyer’s Site must be made 4 hours before the agreed Site attendance time either directly with the Engineer or the office staff;

18.6.2 Where notice is not given in accordance with condition 18.6.1 a minimum charge of 4 hours labour plus hourly rate charges for the total time spent travelling and expenses incurred will be charged to the Buyer in accordance with Demma’s schedule of rates in respect of hourly rates relating to labour and mileage time and to costs of expenses if Buyer requests a delay in the provision of the Services once and Engineer is dispatched to Site or on Site.

18.6.3 Unless otherwise agreed by Demma in its absolute discretion no refund will be given for any Goods that are returned due to no fault of Demma however if the Goods returned are un-used and still in their original packaging Demma may in its absolute discretion offer a replacement of more suitable Goods or issue a credit note.

18.6.4 Where Goods are returned in accordance with condition 18.6.3 and Demma in its absolute discretion agrees to provide the Buyer with a refund Demma reserves the right to charge a re-stocking charge of 25% of the total cost of such Goods. Such a charge may be made where the Company incurs the same charge from its suppliers and is due to the specialist nature of the Goods.

18.7 On termination of the Contract for any reason:

18.7.1 the Buyer shall immediately pay to Demma all of it’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Demma may submit an invoice, which shall be payable immediately on receipt;

18.7.2 the Buyer within 7 days of being requested to do so return any work materials belonging to Demma that have been left at the Site. If the Buyer fails to do so, then Demma may enter the Buyer's premises and take possession of them. Until they have been returned or repossessed, the Buyer shall be solely responsible for their safe keeping; and

18.7.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

18.8 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:

a) condition 7
b) condition 13
c) condition 18
d) condition 19
e) condition 22

19. CONFIDENTIALITY

The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by Demma, its employees, agents, consultants or Engineers and any other confidential information concerning Demma’s business or its products which the Buyer may obtain.

20. COMMUNICATIONS

20.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or email.
a) (in case of communications to Demma) to the address specified at condition 21 or such changed address as shall be notified to the Buyer by Demma; or
b) (in the case of the communications to the Buyer) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to Demma by the Buyer.

20.2 Communications shall be deemed to have been received:
a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
b) if delivered by hand, on the day of delivery; or
c) if sent by fax or email on a working day prior to 4:00pm, at the time of transmission and otherwise on the next working day.

21. COMPANY DETAILS

Demma means:

Demma Services Limited - Registration No: 2669265
Demma Controls Limited - Registration No: 2927492
Demma London Limited - Registration No: 4004320

Of 37/38 The Green, Castle Bromwich, Birmingham, UK, B36 9AL

22. GOVERNING LAW

The Law of England will govern the interpretation and performance of the Contract and these conditions.

 


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