1. Definitions

In these terms and conditions the following words and phrases have the meanings set out below:-

'Company' means Pinacl Solutions UK Limited.

'Customer' means the person or organisation for whom the Company agrees to carry out works or supply materials.

'Quotation' means the written quotation (if any) in respect of the transaction between the Customer and the Company.

'Normal Working Hours' means Monday to Friday in any week (excluding public holidays) between 08.00 and 16.30 hours.

2. General

2.1 These terms and conditions may not be released, discharged, supplemented, interpreted, varied or modified in any manner except by an instrument in writing signed by a duly authorised representative of the Company. Further, these terms and conditions will prevail over any terms and conditions used by the Customer or contained or set out or referred to in any documentation sent by the Customer to the Company; by entering into a contract with the Company the Customer agrees irrevocably to waive the application of any such terms and conditions.

2.2 All illustrations and data contained in the Company's brochures, catalogues, advertisements, price lists or technical data sheets are approximate only and are intended merely to give a general idea of the goods and/or works described therein and shall not form part of any contract with the Customer.

3. Quotations

3.1 All quotations given by the Company are not binding on the Company until accepted by the Customer. If the Customer instructs the Company to provide the goods and/or carry out the works specified in the quotation within 30 days of the quotation the Customer shall be deemed to have accepted the quotation. Any quotation shall remain valid and open for acceptance for a period of 30 days from its date. All quotations are subject to revision by the Company prior to acceptance by the Customer.

3.2 Where goods/or works are to be supplied at a date occurring more than 30 days after the date of quotation, the Company reserves the right to increase the quotation.

3.3 Unless otherwise stated the Company's charges are based upon goods and/or works being provided during Normal Working Hours. If the Customer requires such goods and/or works to be supplied outside Normal Working Hours the Company shall be entitled to increase the charge to the Customer and the customer shall provide all attendances the Company requires free of charge.

3.4 Receipt of an order from the Customer whether written or oral shall constitute the Customer's offer to purchase the goods and/or provision of the works on these terms and conditions and the order shall be deemed to be accepted only upon issue of a written order acknowledgement by the Company.

4. Time is not of the Essence

The Company shall endeavour to meet any delivery or completion dates specified by the Customer. Subject to clause 11, time shall not be of the essence of the contract unless the Company otherwise agrees in writing. Estimates or times given by the Company in respect of delivery will not be binding on the Company. The Company will not be liable for any delay in starting or completing the provision of any goods and/or the carrying out of any works for any reason other than the wilful neglect or negligence of the Company. If the Customer or any matter beyond the reasonable control of the Company causes any delay or interruption in the delivery or provision of the goods and/or works the Company reserves the right to make additional charges. No delay in delivery of goods and/or works shall entitle the Customer to terminate or rescind the contract unless such delay exceeds 180 days.

5. Additional Goods and/or Services

5.1 Where the Customer instructs the Company to provide goods and/or carry out works in addition to those specified in the order or order acknowledgement the charges for such goods and/or works will be made at the Company's current rates for such goods and/or works unless otherwise agreed between the Company and the Customer in writing.

5.2 Any additional goods and/or works supplied by the Company will be in accordance with these terms and conditions.

6. Sub-contracting

6.1 The Company reserves the right to sub-contract any part of its obligations to a suitably qualified third party chosen by the Company. Where the Company is bound by the terms of a contract with any such sub-contractor in respect of the sub-contracted part of the contract, the Customer shall also be bound by those terms and any obligations of the Company under these Conditions or any Contract, which are inconsistent with such sub-contractor's terms, shall be disregarded.

7. Demurrage

The Company shall not be responsible for any demurrage or other detention charges whatsoever.

8. Supply of Goods

8.1 Goods shall be produced and/or works carried out substantially to the plans and specifications provided by the Customer. The Company shall not be held liable if the goods produced to the plans and specification provided by the Customer are not suitable for the intended works.

8.2 Where goods are manufactured and/or processed by the Company in accordance with the Customer's specification the Customer shall indemnify the Company in respect of any infringement or alleged infringement of any patent, design, copyright, trademark, or other intellectual property of any third party.

9. Delivery

9.1 Where the Contract is in for the sale and supply of goods to the Customer, the Company shall make delivery of the goods to the place directed by the Customer at the Customer's expense.

9.2 Where delivery involves the use of a common carrier or any freight service the customary conditions of the industry shall apply in addition to these terms and conditions.

9.3 The Company reserves the right to choose the form of transport for goods and the composition of the consignment load.

9.4 If within 14 days from the date of notification to the Customer that goods are ready for delivery the Customer defers accepting delivery, the Company may charge the Customer for storage and additional transport costs.

9.5 Where the charges include for storage or when the Customer delaying accepting goods necessitates storage, storage shall be at such premises as the Company shall determine at the Customers expense. Either party may give the other party 7 days notice to withdraw/remove the goods from storage. Throughout any period of storage, the goods shall remain entirely at the sole risk of the Customer and the Company shall not be liable for any loss or damage to goods.

9.6 The Customer is solely responsible for the unloading of goods. On arrival at the place of delivery the Customer shall promptly provide unloading facilities and when the goods are ready to be unloaded, shall unload the goods promptly. The Company shall be entitled to recover from the Customer any costs and expenses incurred as a result of the Customer's failure so to do.

9.7 On arrival at the place of delivery the Customer shall ensure that there will be free access to the place of delivery for the vehicle delivering the goods and a suitable area for unloading and storing of the goods.

9.8 The Customer must check the quality and quantity of the Goods on arrival and the Company shall have no responsibility for any loss or damage to Goods after the Customer has signed the delivery note or other delivery documents as received in good condition.

9.9 The Customer shall not be entitled to reject any goods on the grounds that they have been delivered in incomplete quantities.

9.10 All distribution equipment is the property of the Company and must be returned to the Company on demand. Any re-use of such equipment by the Customer is entirely at the Customer's own risk. Any deposit which has been charged thereon will only be credited to the Customer if and when the Customer returns same to the Company, carriage paid and in good condition within a period of three months from despatch to the Customer by the Company.

9.11 The Company shall not be liable for non-delivery of goods unless written notice is given to the Company within 30 days of the date when the goods would be in the ordinary course of events have been received.

9.12 Any liability of the Company for non-delivery of goods shall be limited to replacing the goods within a reasonable time or issuing a credit note against any invoice raised for such goods.

10. Risk and Title to Goods

10.1 Title to and property in goods and/or works carried out shall remain vested in the Company (even though they have been delivered and risk has passed to the Customer) until:

1. the price of the goods has been paid in full; and
2. all other money payable by the Customer to the Company on any other account has been paid in full.

10.2 Risk in the goods shall pass to the Customer either

1. on collection by the Customer or;
2. if the Company has agreed to deliver the Goods as soon as they are available for unloading at the premises specified by the Customer; or
3. in accordance with Clause 9.5.

10.3 Until payment has been paid in accordance with clause 11, the Company has the right:

1. to claim re-delivery of any such goods supplied by the Company to the Customer; and/or
2. to repossess such goods and/or
3. to enter upon the premises where such goods are held for the time being and to collect such Goods.

10.4 Until ownership of goods has passed to the Customer, the Customer shall:

1. hold the goods on a fiduciary basis as the Company's bailee;
2. store the goods (at no costs to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
3. not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
4. maintain the goods in a satisfactory condition, insured on the Company's behalf for their full price against all reasonable risks and on request of the Customer shall produce the policy of insurance to the Company; and
5. hold the proceeds of the insurance referred to in 10.4 (d) on trust for the Company and not mix with any other money, nor pay the proceeds into an overdrawn bank account.

11. Payment

11.1 Time of payment shall be of the essence. Subject to clause 11.2 below the Customer shall pay the Company within 28 days of the date of the invoice issued in respect of the relevant payment.

11.2 If the price charged by the Company is payable in instalments then each instalment shall be payable within 28 days of the relevant invoice being issued.

11.3 If the Customer fails to pay the price or any instalment thereof within such 28 day period interest shall accrue at the rate of eight percent (8%) above the Base Lending Rate of The Bank of England in operation during the duration when the debt was outstanding from the due date of payment until full payment has been received.

11.4 The Customer shall not withhold any payment or exercise any right of set-off or compensation. If the Customer does delay payment the Company shall be entitled to recover in addition to the interest stated above, all extra costs, charges and expenses legal or otherwise incurred by the Company as a result of non-payment or late payment of the invoice.

11.5 The Company may at any time suspend the performance of its obligations until the Company is satisfied that the Customer is able to pay, intends to pay or has given security for payment for the goods and/or works.

12. Warranties

12.1 All electronic products supplied but not manufactured by the Company are supplied with a factory repair warranty for twelve (12) months from the date of despatch by the Company, subject to:

1. the Customer complying fully with all his obligations under these terms and conditions; and<
2. the goods being handled, stored, installed and maintained completely in accordance with the recommendations of the Company or the Company's supplier or any other relevant standard covering the use of the goods; and
3. the goods being installed in normal building service conditions.

12.2 The Company warrants that (subject to the other provisions of these terms and conditions) upon delivery and for a period of 12 months from the date of delivery goods manufactured by the Company will be of satisfactory quality within the meaning of the Sale of Goods Act 1994.

12.3 Goods represented by the Customer to be defective shall not, save as expressly provided for in these conditions, or in any specific written warranty issued by the Company, form the subject of any claim for injury, loss, damage or any expense however so incurred whether arising directly or indirectly from such alleged defects or the Company's negligence other than in the case of fraud by the Company or death or personal injury resulting from the Company's negligence; but such goods, if demonstrated by the Customer within 7 days of receipt of same to be in breach of the Customer's contract with the Company will at the discretion of the Company, be replaced free of charge or credited to the account of the Customer, and the Company will have no further liability to the Customer.

12.4 The Warranty in 12.1 and 12.2 do not include and shall not require the company to carry out any work or repairs or decoration or restoration consequent on the removal and return to us or the repair or replacement of defective goods by the Company other than in accordance with condition 12.3.

13. Liability

13.1 Except in respect of fraud or death or personal injury caused by the Company's negligence the Company shall not be liable to the Customer for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise and whether caused by negligence or otherwise) which may arise in connection with the carrying out of works and/or the supply of goods or their use or resale by the Customer.

13.2 Where the Customer has a contract for the supply of goods only, the Customer and any persons to whom he is responsible shall install and use the Goods in accordance with any current instructions and/or drawings supplied by the Company or to the specification set out in any British standard or other standard specification relating to the goods.

13.3 Where the Customer has a contract with the Company for sale of goods only, the Customer shall ensure that the correct materials are used for any particular installation of goods supplied by the Company and that such installation complies with all relevant standards, building regulations and codes or practise.

13.4 Where a Customer has a contract for the sale of goods only, the Customer shall be solely responsible for the installation of the goods supplied to the Company. The Customer shall indemnify the Company from and against all actions, expenses, damages, legal costs or demands of whatsoever arising out of or in connection with the installation or use of goods caused by or arising from any negligent act or omission of the Customer or his contractors or his agents. The Company shall at any time have access to the premises where the goods are installed or situated to inspect them, their installation or their use.

14. Force Majeure

14.1 If the performance of any obligation is prevented by force majeure, the Company shall be excused performance, provided that the Company shall use reasonable endeavours to remove such cause(s) of non-performance, and shall continue performance thereunder without delay whenever such cause(s) are removed.

14.2 For the purposes of these terms and conditions, the term 'Force Majeure' includes acts of God, strikes, lock-outs, other industrial action, fire, accident, lighting, earthquakes, storms, floods, explosion, war, terrorist attacks, any other circumstances, whether similar or dissimilar, beyond the reasonable control of the Seller.

15. Assignment

15.1 The Customer must not assign sub-let or otherwise transfer the Contract or any part of it without the Company's prior written approval. The Company may assign its contract with the Customer or any part of it.

16. Termination

16.1 The contract may be terminated by the Company forthwith by written notice on the happening of any of the following events:

1. if the Customer shall give notice to its creditors or any of them that the Customer has suspended or is about to suspend its business or payments of its accounts; or
2. if the Customer shall be unable to pay its debts or being a Company shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
3. if an order shall be made or an effective Resolution passed for the bankruptcy or the winding up of the Customer (other than the purpose of a solvent reconstruction or amalgamation); or
4. if an administrator, receiver or manager or administrative receiver shall be appointed over the whole or any part of the undertaking or assets of the Customer.

17. Governing Law

17.1 These terms and conditions shall be construed in accordance with English Law and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.

18. Value Added Tax

18.1 Quotations and prices are exclusive of Value Added Tax, which will be charged where appropriate at the rate applicable at the date of the relevant invoice.

19. Miscellaneous

19.1 Each right or remedy of the Company is without prejudice to any other right or remedy of the Company.

19.2 If any provision of the Customer's contract with the Company is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceablilty or unreasonableness be deemed severable and the remaining provisions and the remainder of such provision shall continue in full force and effect.

19.3 Any waiver by the Company of any breach of, or any default under, any provisions of the contract with the Customer by the Company will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the contract with the Customer.

19.4 None of the terms of the contract between the Customer and the Company will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

Pinacl Solutions UK Limited
Addendum to Conditions of Sale (Items 1- 19) for Installation of the Goods Supplied

20. Contract Conditions

20.1 Where the Customer requires the Company to supply and install goods both parties shall enter into a suitable JCT Standard Form of Agreement amended in accordance with these terms and conditions.

21. Site Facilities

21.1 The Customer shall provide a plan detailing the storage and accommodation areas available.

21.2 The Customer shall arrange for all necessary continuous power sources and bear any additional expense for the power connection at the Company's desired location.

21.3 The Customer shall provide and maintain at his own expense proper and adequate sanitary conveniences, drinking water supply and any other amenities required for the Company's personnel.

21.4 Adequate first aid and safety equipment shall be supplied by the Customer and maintained at the Company's accommodation on site.

22. Schedule of Work

22.1 The Customer shall provide a detailed bar chart indicating the expected time period for the works to be supplied by the Company and any additional works to be undertaken by the Customer and/or third parties on the site. This shall be updated whenever necessary and provided to the Company.

22.2 A copy of the updated bar chart shall be submitted to the Customer for display at the site office for ready reference.

23. Customers Obligations

23.1 The Customer shall supply the following free of charge

1. a suitable area for on site storage of the goods supplied which enables free and uninterrupted ingress and egress for the movement of those goods;
2. a suitable area for the erection of site huts and storage cabins;
3. a suitable hoist to enable goods to be hoisted to the correct level and correct location within that level;
4. hoist operator(s) as and when required;
5. all scaffolding as and when required;
6. adequate lighting of the work areas; and
7. power for equipment required installing goods.

23.2 The Customer shall be responsible for

1. the design of the works to undertaken by the Company;
2. co-ordinating the Company's works with other trades
3. all necessary licences, permits, warrants and consents for the execution of the works
4. all levels, structural calculations, setting out dimensions and datum points that the Company may require throughout the provision of the works; and Contract
5. all builders work in relation to the Company's Works.

24. General Company Clarifications

24.1 The Company shall provide protection for the works carried out by the Company only up to substantial completion of the works. Responsibility for protection passes to the Customer beyond this point.

24.2 No allowance has been included within the Company's price for the supply of samples or independent testing of goods and/or the works.

24.3 The Company's price is based upon all the information provided by the Customer before the date of submission of the Company's' quotation and/or tender.

24.4 Any obstructions to the Company carrying out the works will either be dismantled or re-positioned by and at the cost of the Customer prior to the Company arriving on site and if necessary, later reinstated by and at the cost of the Customer upon completion of the Company's works.

24.5 Payment shall be required for goods ordered held on and off site.

25. Damages

25.1 Save in the case of the Company's fraud or in the case of personal injury caused by the Company's negligence, the Company's liability for damages in relation to the carrying out of the works (including damages caused by the Company's negligence) is limited to 5% of the price paid by the Customer for the works.