The general terms and conditions of sale below apply to Tensor Systems Ltd (hereinafter called Tensor).

1. General

These terms and conditions which shall supersede all previous conditions, shall apply to all trading between Tensor and the Customer. Acceptance by Tensor of an order is conditional upon acceptance by the Customer of the following conditions which override all other terms or conditions inconsistent therewith, express or implied. No variation of these conditions shall be binding upon Tensor unless previously agreed by us in writing.

Tensor reserve the right to cancel an order acceptance if:

• The Customer’s credit rating profile is poor
• The Customer’s terms and conditions are unacceptable
• The Customer fails to provide further documentation to support the placement of order by a specific deadline, as requested by Tensor in writing

2. Price

The price is a budget quotation and subject to increase/decrease once a site survey has been performed by a Tensor Engineer. Our quotation is made at prices applicable to the quantities specified. In the event of an order for the quantities specified in our quotation not being placed with us, we reserve the right to revise our prices for the quantity of goods actually supplied. In any event, any prices quoted shall only be valid for a period of thirty days from the date of the quotation.

3. Payment

a. The Customer will fully pay for the goods prior to delivery. If Tensor agrees to extend credit facilities to the Customer then the payment will be 50% prior to delivery and the remaining 50% payment within 30 days of delivery.

b. We reserve the right to refuse to execute any order or contract if the arrangements for payment or the Customer’s credit are not satisfactory to us. In the case of non-payment of any account when due or in the case where there shall be any default or refusal on the part of the Customer to take due delivery of any goods or in the case of death, incapacity, bankruptcy or insolvency of the Customer or when the Customer is a limited company in the case of liquidation or the appointment of a Receiver, Administrative Receiver, Administrator or nominee under a voluntary arrangement with creditors, then the purchase price of all goods and/or work invoiced and/or delivered by Tensor to the Customer to date shall immediately become due and payable from the Customer to Tensor. In addition we shall have the right to cancel every contract made with the Customer or to suspend or to continue delivery of goods and/or the execution of work at our option without prejudice to our right to recover any loss sustained.

c. Interest at the rate of 13/4% per month accruing daily shall be payable in respect of all sums not paid by the date on which they are due.

d. If a cheque received from the Customer is not paid on the first presentation then a charge of £25.00 will be made to the Customer to compensate for the bank charges and administration involved.

4. Set-Off

Tensor shall be entitled at all times to set off any sums that they may owe to the Customer against any sums that the Customer may owe to Tensor.

5. Delivery

a. The Customer is under a duty to inspect the Goods on delivery or on collection as the case may be.

b. No liability is accepted for any loss arising from delay in delivery of goods. The delivery date will not be the essence of the contract. When delivery depends upon receipt of goods from the maker, we do not accept responsibility for delay in such delivery unless we have obtained and reported to the Customer acceptance by the maker of the express conditions as to time; but we will afford to the Customer any remedy available to us against the maker but this shall be the limit of our liability. We accept no responsibility for delay or non-delivery due directly or indirectly to strike, fire, an act of state, force majeure or other unusual circumstances beyond our control.

c. If the Customer wishes to claim that there is any shortage on delivery in respect of goods supplied by us, that the same has been damaged in transit or that any goods supplied by us are defective or not in accordance with the contract, he shall give notice in writing to us and (in the case of any shortage or damage in transit) to any carrier by whom the goods were delivered within three days after the date of delivery of the same. If the Customer fails to give such notice or fails to give us the opportunity to inspect the entire consignment, the goods shall be deemed to have been delivered and to be in accordance with the contract in all respects.

6. Order Cancellation

6.1. The Customer has the right to cancel any order placed. Any cancellation notice by the Customer must be in writing and delivered to Tensor by 1st class recorded delivery post. The date of receipt of the cancellation notice by Tensor is the “Cancellation Date”. The Customer will receive a full refund unless:

• 6.1.1. The Cancellation Date is 7 days or more after the date of the order. In this event, the Customer will be charged a cancellation fee of 25% of the contract value. Any parts specifically ordered or manufactured for the order will be payable by the Customer in full
• 6.1.2. Tensor has started the Installation and/or Configuration work by means of a pre-installation or site survey meeting or any other means deemed as the commencement of work to be completed. In this event, the Customer will be charged a cancellation fee of 50% of the contract value. Any parts specifically ordered or manufactured for the order will be payable by the Customer in full
• 6.1.3. The Customer has received some or all of the goods relevant to the order. In this event, the Customer will be charged a cancellation fee of 75% of the contract value. Any parts specifically ordered or manufactured for the order will be payable by the Customer in full
• 6.1.4. Tensor has physically installed hardware and/or installed software at the Customer’s site. In this event, no refund will be applicable

7. Manufacturer’s Guarantees

If and to the extent that any person who has supplied goods to us which we, in turn, have supplied to a Customer (hereinafter referred to as “the Supplier”) validly excludes, restricts or limits his liability to us in respect of such goods or of any loss or damage arising in connection therewith, our liability to the Customer in respect of such goods, or of any loss or damage arising in connection therewith shall be correspondingly excluded, restricted or limited. Any term, warranty, a condition expressed or implied to the contrary is excluded. We will, upon request, supply the Customer with details of any such exclusion, restriction or limitation.

8. Sub-Contracting

The right to sub-contract any order or part of any order is reserved.

9. Defective Goods

a. Save as herein appearing, goods supplied will be replaced or repaired free of charge or in our absolute discretion, the purchase price refunded if notice of the defect is given to us within 14 days of delivery and the goods are returned to our depot carriage paid and we are satisfied that they were defective in materials or workmanship on delivery.

We accept no liability for the cost of taking out, re-fixing or making good other materials. Subject to the above our entire obligation and the Customer’s sole remedies shall be in respect of:

• (i) Death or personal injury resulting from our negligence
• (ii) Direct physical damage to the Customer’s tangible property caused by our negligence

b. Our total liability for all loss or damage which is claimed to result from any breach of our obligations hereunder shall be limited to the Customer’s actual money damages which shall not exceed the contract price for the goods (provided that the monetary limit shall not apply to our liability for death or personal injury under (a) (i) above).

c. In no event shall we be liable for the loss or damage set out below even if foreseeable by us or in our contemplation:

• (i) Economic loss including loss of profits, business revenue, goodwill or anticipated savings
• (ii) Damages in respect of special, indirect or consequential loss or damage
• (iii) Any claim made against the Customer by any other party

10. Reservation of Title and Risk

a. The property in goods sold by us to the Customer shall remain vested in us until all sums owed by the Customer to us on whatsoever grounds shall have been paid.

b. The Customer shall store goods sold by us to him in such a way that they are readily capable of being identified as our property. Our labels and markings shall not be removed before the title shall have passed to the Customer upon payment.

c. The Customer grants us a licence to enter at all times any premises in the occupation of the Customer or to which the Customer has access and where the goods to which title has not passed may then be situated. We shall then have the right to repossess goods sold by us that have not been paid for.

d. The Customer shall not deal with the goods in any way other than in the normal course of the Customer’s business. Until such time as payment in full has been made of all sums payable in respect of goods, the Customer shall not be entitled to sell or otherwise deal in or transfer the property in the goods (whether or not they have been attached to other products) except on the condition that as between the Customer and us, the Customer shall be deemed to be acting as our fiduciary agent. However, nothing herein contained shall be construed so as to create any privity of contract between us and any person other than the Customer.

e. In the event that we repossess goods, we shall be absolutely entitled to resell the same or use them in our business as we think fit. If we resell the same we shall be absolutely entitled to the proceeds of resale.

f. If we repossess goods the Customer’s liability in respect of the purchase price shall be extinguished without prejudice to any claim which we may have in respect of transport, storage or upon handling charges or in respect of damages of any kind.

g. If we repossess goods risk shall pass to us on delivery to us or upon our collection.

11. Consumer Protection

The statutory rights of the consumer as to the quality, fitness or description of goods are not affected by the conditions of sale.

12. Installation Deadlines

Any installation schedules or deadlines are given by Tensor are estimates only and are not the essence of the contract.

13. Consequential Loss

Tensor will not be held liable for any consequential loss arising from any failure on their part to supply goods or services that do not comply strictly with the requirements laid down in the System Specification.

14. Electrical Supply

The Customer will ensure that all 13 amp electricity supply points to be used by Tensor comply with BS 7671:1992. These requirements also include amendments made on the 12th of December 1994 regarding statutory supply voltage change from the 1st of January 1995. All installations require that power regulation is within the statutory limits of 230 V +10% -6%, in addition to the Electricity Supply Regulations 1937, the Electricity (Factories Act) Supply Regulations 1908 and 1944. All power supplies provided for Tensor equipment must be BS Standard 13 amp un-switched spurs, with their associated main switches made known and available for Tensor installation and maintenance staff.

15. System Shortcomings

Tensor cannot be held responsible for any shortcomings in the system supplied by Tensor other than those features specifically stated in our quotation. It is the Customers responsibility to make sure that the Tensor hardware and software meets the needs of the Customer and is “fit for purpose”, prior to placing an order with Tensor.

16. Software

Software supplied by Tensor is via a licence with the Customer to use the software at the site and upon the hardware stated in the quotation. Customers with multiple sites must purchase separate licences for each site. Where Tensor’s software is to operate over a Customer’s existing computer network it is the Customer’s responsibility to make sure that the network and other software does not interfere with the running of the Tensor software. The Customer is responsible for the project management and implementation of the Tensor software and hardware, save that which Tensor has committed to do in its quotations.

17. Warranty

Tensor undertakes to repair or replace at its sole discretion any hardware manufactured by them with a manufacturing defect for a period of twelve months from the date of delivery providing that:

• The Customer safely returns the defective hardware to Tensor, properly and securely packaged with carriage paid
• In the exclusive opinion of Tensor, the Customer has not misused or damaged the hardware and that the hardware was not damaged whilst being returned to Tensor
• All software authored by Tensor is subject to a warranty period of twelve months. The warranty covers features of the software as described in the Software User Manual (“the Manual”) that do not perform as described in the Manual. Warranty does not cover software enhancements, additional functions required by the Customer or additional software features not described in the Manual. The warranty period will start once the software has been delivered to the Customer

Warranty does not cover wear through use or consumable items examples of which are batteries and smart cards. The Customer agrees that subsequent to the warranty period they will purchase hardware and software maintenance cover from Tensor.

18. Helpdesk

The Customer has the right to contact by telephone the Tensor Helpdesk facility free of charge for a period of 30 days from the date they register to use the software or for a period of 60 days from the software delivery date, whichever is the sooner. Use of the Helpdesk facility after that time will only be allowed if the Customer purchases Software Maintenance cover from Tensor.

19. Installation

Installation work will be undertaken during weekdays Monday to Friday, between the hours of 09:00 and 17:00. Work requested by the Customer outside these hours will be charged at 150% of the weekday charge for work done Monday to Friday between 17:00 and 09:00. Saturday and Sunday working or work undertaken during public holidays will be charged at 200% of the weekday charge.

20. Value Added Tax

The prices quoted do not include V.A.T., which must be charged at the standard rate (currently 17.5%).

21. London Congestion Charging

If during the course of the delivery of the goods and services, vehicles operated, leased or owned by Tensor or any appointed sub-contractors enter a congestion charge area, any charge incurred by Tensor will be passed on to the Customer.

22. The European Waste Directive (WEEE)

The WEEE obligation of any goods supplied by Tensor (the producer) to a Customer is automatically transferred to the Customer upon receipt of a Purchase Order by Tensor.