Thermal Survey Limited, Terms & Conditions

Terms & Conditions of Business

Last updated: 15th January, 2002.

These terms & conditions are provided for information only. In case of doubt, refer to written terms & conditions available from Thermal Survey Ltd's office.

1. ACCEPTANCE OF ORDERS

All contracts of sale made by Thermal Survey Limited (The Company') shall be deemed to incorporate these terms and conditions which shall prevail over any other document or communication from the party with whom the company is dealing (The Customer').

All orders are accepted and fulfilled subject to these conditions of sale unless otherwise varied by agreement in writing by an Officer of Thermal Survey Ltd.

2. CARRIAGE, POST AND PACKING

Charges may be made for delivery options and will be invoiced to customers at the prevailing rate.

3. PRICES

Goods are invoiced at the prices ruling at the time of ordering. VAT will be added to all goods or services supplied at the prevailing rate. The company reserves the right to modify prices without notice.

4. DELIVERY

Any time or date for delivery stated by the company shall be treated as an estimate only. Whilst every effort will be made to dispatch goods, or deliver services, on time, no liability can be accepted by the Company for failure to deliver within the advertised times. The Company shall not be liable for any loss or damage whatsoever (including consequential loss or loss of profit) arising directly or indirectly from any delay in the delivery of all or any of the goods or services howsoever caused.

The Company will accept no liability for shortages, damage to or non-delivery of goods unless the Customer notifies the Company in writing within three business days of receipt of goods.

The Customer shall be bound to accept the goods when they are ready for delivery by the Company and delivery shall be deemed to take place when the goods are delivered to the Customer at the nominated address for delivery or to a nominated carrier as the case may be whereupon the risk of loss, breakage or any other damage whatsoever shall pass to the Customer.

If the Company fails to deliver the goods for any reason other than any cause beyond the Company's reasonable control or the Customers fault, and the Company is accordingly liable to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods in question. Furthermore, The Company shall not be liable for loss of profit or other consequential loss and its liability (whether in contract or otherwise) shall in no case exceed the price of the article or articles in question.

If for any reason the Customer cannot accept delivery of the goods at the time when the goods are due and ready for delivery the Company may either elect to store the goods pending their actual delivery and the Customer shall be liable to the Company for the costs (including insurance) of so doing but the Company shall be under no obligation to insure the goods in storage and the risk of any loss or damage to the goods howsoever arising shall be borne by the Customer, or sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the contract or charge the Customer for any shortfall below the price under the contract.

5. SURVEY OPERATIONS

Every effort will be made to achieve full coverage of the designated areas but Thermal Survey Ltd reserves the right to omit elevations/locations where, in the opinion of the survey leader, access to a vantage point would be hazardous or where entry is restricted by a third party.

Where access has been restricted by a third party, or where hazards beyond those agreed at quotation exist, then Thermal Survey Ltd reserves the right to invoice at the full, specified rate regardless of omitted areas.

It must be accepted that aerial survey data collection sorties do not guarantee 100% ground coverage unless expressly specified and agreed in writing by Thermal Survey Ltd. Standard sorties include a swathe overlap to ensure reasonable area coverage.

6. IT OPERATIONS

Data accessed by, or contained within systems undergoing assessment, repair, upgrade or maintenance must be considered at risk. Thermal Survey Ltd cannot accept responsibility for the integrity of such data although all reasonable precautions will be taken.

It remains the client responsibility at all times to ensure that a suitable backup policy is in place and adhered to.

Systems, modules, components & assemblies exchanged during repair, upgrade or under the terms of a maintenance contract become the property of Thermal Survey Ltd.

Refer to individual maintenance contract for specific terms.

Ad-hoc or retail repairs must be paid for on completion. Custom system builds are undertaken on a strict payment-with-order basis.

7. PAYMENT TERMS

Invoices fall due on presentation. By default, 7-day settlement terms are granted on a discretionary basis. Thermal Survey reserves the right to request payment by pro-forma.

Invoices will be presented in Sterling. BACS payments may be made direct. [Details on application]

Any charges incurred remain the responsibility of the client.

Euro transactions will be treated as a foreign currency. Invoices will be issued in Sterling; conversion & transfer charges are the responsibility of the client.

Fixed price Euro quotations & invoicing is available by arrangement.

Unless otherwise expressly stipulated by the Company, Credit Account invoices are due and payable in Sterling 30 days from the date of the invoice. Applications for a credit account must be made in writing with one bank, and two trade references.

If an invoice becomes overdue for payment the full outstanding account becomes overdue and payable. The Company reserves the right to charge interest on overdue amounts at 3% above The Co-operative Bank PLC base lending rate for the time being in force calculated on a daily basis. Payment shall be deemed to have been received only when the full amount of the value of the goods as invoiced has been credited to the Company's bank account without recourse or the Company has received the full amount in cash.

The Company reserves the right to recover costs associated with debt collection or recovery.

8. PRODUCT SPECIFICATIONS, DIMENSIONS, ETC.

Whilst the Company will make every endeavour to deliver the goods or services as they are advertised in any Company brochure, actual dimensions, specifications and quantities may in certain circumstances vary from those so advertised. The Company reserves the right without prior notice to vary the dimensions, specification and quantities of any goods or services without any liability to the Customer arising directly or indirectly from any such variation.

9. SUPPLY

In the event that the Company is unable to supply goods as ordered by the Customer, the Company reserves the right to offer goods of equal or superior quality comparable to or compatible with the goods ordered at the same price.

10. COPYRIGHT, PROPERTY AND TITLE

The Company shall, unless otherwise agreed by an Officer, retain copyright to all imagery & text produced as part of its operations. Unrestricted rights are granted to the client to make unrestricted use of data, imagery & text provided to them as operational results of a specific survey. These rights are granted once the full amount of the value of the goods/services as invoiced has been credited to the Company's bank account without recourse or the Company has received the full amount in cash.

No property or title to goods shall pass from the Company to the Customer unless and until the full amount of the value of the goods as invoiced has been credited to the Company's bank account without recourse or the Company has received the full amount in cash and the Customer shall indemnify the Company against any loss or damage to the goods prior the passing of property therein whilst in the Customers custody. Risk of damage to or loss of the goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the goods, at the time when the Company has tendered delivery of the goods.

11. FORCE MAJEURE

In the event that the Company is prevented from carrying out its obligations under a contract for sale as a result of any cause beyond its control such as but not limited to Acts of God, War, Strikes, Lock-outs, Flood and Failure of third parties to deliver goods, the Company shall be relieved of its obligations and liabilities under such contract for sale for as long as such fulfilment is prevented.

12. TRADE NAME AND MARK

Indications of trade names or marks (other than those of the Company) shown in documentation of the Company are not restricted to indications of manufacture but may be indicative of general use of systems, machines etc. associated with the use of such products.

13. CANCELLATION

Applications for order cancellation must be made in writing to the Company. Where cancellation of an order is accepted the Company reserves the right to indemnity from the Customer in full for costs incurred.

14. WARRANTY

All goods sold by the Company are warranted free from defects in materials and workmanship. If the Company shall receive a written complaint from a Customer in respect of goods found to be defective in respect of materials or workmanship only within 30 days of delivery the Company after it has had a reasonable time to investigate the same and examine the goods in dispute shall be entitled at its option to repair or replace the defective goods or refund the purchase price.

No claim will be entertained in respect of any goods which have been repaired or altered in any way or have been the subject of any accident or damage caused by any innocent, wilful or negligent act or omission of the Customer its employees or agents or through use contrary to the manufacturers instructions by the Customer, its employees or agents or by circumstances beyond the control of the Company or goods which cannot be shown to have been supplied by the Company.




	Terms & Conditions of Business Last updated: 15th January, 2002. These terms & conditions are provided for information only. In case of doubt, refer to written terms & conditions available from Thermal Survey Ltd's office. 1. ACCEPTANCE OF ORDERS All contracts of sale made by Thermal Survey Limited (The Company') shall be deemed to incorporate these terms and conditions which shall prevail over any other document or communication from the party with whom the company is dealing (The Customer'). All orders are accepted and fulfilled subject to these conditions of sale unless otherwise varied by agreement in writing by an Officer of Thermal Survey Ltd. 2. CARRIAGE, POST AND PACKING Charges may be made for delivery options and will be invoiced to customers at the prevailing rate. 3. PRICES Goods are invoiced at the prices ruling at the time of ordering. VAT will be added to all goods or services supplied at the prevailing rate. The company reserves the right to modify prices without notice. 4. DELIVERY Any time or date for delivery stated by the company shall be treated as an estimate only. Whilst every effort will be made to dispatch goods, or deliver services, on time, no liability can be accepted by the Company for failure to deliver within the advertised times. The Company shall not be liable for any loss or damage whatsoever (including consequential loss or loss of profit) arising directly or indirectly from any delay in the delivery of all or any of the goods or services howsoever caused. The Company will accept no liability for shortages, damage to or non-delivery of goods unless the Customer notifies the Company in writing within three business days of receipt of goods. The Customer shall be bound to accept the goods when they are ready for delivery by the Company and delivery shall be deemed to take place when the goods are delivered to the Customer at the nominated address for delivery or to a nominated carrier as the case may be whereupon the risk of loss, breakage or any other damage whatsoever shall pass to the Customer. If the Company fails to deliver the goods for any reason other than any cause beyond the Company's reasonable control or the Customers fault, and the Company is accordingly liable to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods in question. Furthermore, The Company shall not be liable for loss of profit or other consequential loss and its liability (whether in contract or otherwise) shall in no case exceed the price of the article or articles in question. If for any reason the Customer cannot accept delivery of the goods at the time when the goods are due and ready for delivery the Company may either elect to store the goods pending their actual delivery and the Customer shall be liable to the Company for the costs (including insurance) of so doing but the Company shall be under no obligation to insure the goods in storage and the risk of any loss or damage to the goods howsoever arising shall be borne by the Customer, or sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the contract or charge the Customer for any shortfall below the price under the contract. 5. SURVEY OPERATIONS Every effort will be made to achieve full coverage of the designated areas but Thermal Survey Ltd reserves the right to omit elevations/locations where, in the opinion of the survey leader, access to a vantage point would be hazardous or where entry is restricted by a third party. Where access has been restricted by a third party, or where hazards beyond those agreed at quotation exist, then Thermal Survey Ltd reserves the right to invoice at the full, specified rate regardless of omitted areas. It must be accepted that aerial survey data collection sorties do not guarantee 100% ground coverage unless expressly specified and agreed in writing by Thermal Survey Ltd. Standard sorties include a swathe overlap to ensure reasonable area coverage. 6. IT OPERATIONS Data accessed by, or contained within systems undergoing assessment, repair, upgrade or maintenance must be considered at risk. Thermal Survey Ltd cannot accept responsibility for the integrity of such data although all reasonable precautions will be taken. It remains the client responsibility at all times to ensure that a suitable backup policy is in place and adhered to. Systems, modules, components & assemblies exchanged during repair, upgrade or under the terms of a maintenance contract become the property of Thermal Survey Ltd. Refer to individual maintenance contract for specific terms. Ad-hoc or retail repairs must be paid for on completion. Custom system builds are undertaken on a strict payment-with-order basis. 7. PAYMENT TERMS Invoices fall due on presentation. By default, 7-day settlement terms are granted on a discretionary basis. Thermal Survey reserves the right to request payment by pro-forma. Invoices will be presented in Sterling. BACS payments may be made direct. [Details on application] Any charges incurred remain the responsibility of the client. Euro transactions will be treated as a foreign currency. Invoices will be issued in Sterling; conversion & transfer charges are the responsibility of the client. Fixed price Euro quotations & invoicing is available by arrangement. Unless otherwise expressly stipulated by the Company, Credit Account invoices are due and payable in Sterling 30 days from the date of the invoice. Applications for a credit account must be made in writing with one bank, and two trade references. If an invoice becomes overdue for payment the full outstanding account becomes overdue and payable. The Company reserves the right to charge interest on overdue amounts at 3% above The Co-operative Bank PLC base lending rate for the time being in force calculated on a daily basis. Payment shall be deemed to have been received only when the full amount of the value of the goods as invoiced has been credited to the Company's bank account without recourse or the Company has received the full amount in cash. The Company reserves the right to recover costs associated with debt collection or recovery. 8. PRODUCT SPECIFICATIONS, DIMENSIONS, ETC. Whilst the Company will make every endeavour to deliver the goods or services as they are advertised in any Company brochure, actual dimensions, specifications and quantities may in certain circumstances vary from those so advertised. The Company reserves the right without prior notice to vary the dimensions, specification and quantities of any goods or services without any liability to the Customer arising directly or indirectly from any such variation. 9. SUPPLY In the event that the Company is unable to supply goods as ordered by the Customer, the Company reserves the right to offer goods of equal or superior quality comparable to or compatible with the goods ordered at the same price. 10. COPYRIGHT, PROPERTY AND TITLE The Company shall, unless otherwise agreed by an Officer, retain copyright to all imagery & text produced as part of its operations. Unrestricted rights are granted to the client to make unrestricted use of data, imagery & text provided to them as operational results of a specific survey. These rights are granted once the full amount of the value of the goods/services as invoiced has been credited to the Company's bank account without recourse or the Company has received the full amount in cash. No property or title to goods shall pass from the Company to the Customer unless and until the full amount of the value of the goods as invoiced has been credited to the Company's bank account without recourse or the Company has received the full amount in cash and the Customer shall indemnify the Company against any loss or damage to the goods prior the passing of property therein whilst in the Customers custody. Risk of damage to or loss of the goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the goods, at the time when the Company has tendered delivery of the goods. 11. FORCE MAJEURE In the event that the Company is prevented from carrying out its obligations under a contract for sale as a result of any cause beyond its control such as but not limited to Acts of God, War, Strikes, Lock-outs, Flood and Failure of third parties to deliver goods, the Company shall be relieved of its obligations and liabilities under such contract for sale for as long as such fulfilment is prevented. 12. TRADE NAME AND MARK Indications of trade names or marks (other than those of the Company) shown in documentation of the Company are not restricted to indications of manufacture but may be indicative of general use of systems, machines etc. associated with the use of such products. 13. CANCELLATION Applications for order cancellation must be made in writing to the Company. Where cancellation of an order is accepted the Company reserves the right to indemnity from the Customer in full for costs incurred. 14. WARRANTY All goods sold by the Company are warranted free from defects in materials and workmanship. If the Company shall receive a written complaint from a Customer in respect of goods found to be defective in respect of materials or workmanship only within 30 days of delivery the Company after it has had a reasonable time to investigate the same and examine the goods in dispute shall be entitled at its option to repair or replace the defective goods or refund the purchase price. No claim will be entertained in respect of any goods which have been repaired or altered in any way or have been the subject of any accident or damage caused by any innocent, wilful or negligent act or omission of the Customer its employees or agents or through use contrary to the manufacturers instructions by the Customer, its employees or agents or by circumstances beyond the control of the Company or goods which cannot be shown to have been supplied by the Company. 15. YEAR 2000 COMPLIANCE (a) For the purpose of this condition, "Year 2000 compliant" means that neither the performance nor the functionality of any goods or services is affected by date before, during or after the Year 2000 and in particular that:- i). No value for current date will cause any interruption in operation. ii). Date-based functionality will behave consistently for dates before, during and after the Year 2000. iii). In all interfaces and data storage, the century in any date will be specified either explicitly or by unambiguous algorithms or inference rules. iv). The Year 2000 will be recognised as a leap year. (b) The Company does not manufacture its own hardware or design and develop its own software, but may resell and/or distribute hardware and software from third party suppliers. Where we have received appropriate assurances from our suppliers, the relevant goods are identified as "Year 2000 compliant" and offered for sale as such. In the absence of such identification, the goods are offered for sale on the understanding that no warranty can be given that they are Year 2000 compliant, and any warranty which might otherwise be implied to the contrary is expressly excluded. In particular, the provisions of condition [14] are subject in all respects to the provisions of this condition and, in the event of conflict, the provisions of this condition shall prevail. For the purposes of the condition [14], the failure of any goods to be Year 2000 compliant shall not be deemed to constitute a defect in materials or workmanship. 16. THE COMPANY'S LIABILITY The Company shall under no circumstances whatsoever be liable for any indirect or consequential loss howsoever caused. The Company's liability in respect of breach or non-performance of any order shall be limited to the invoiced value to which the claim relates. Goods are not tested or sold as fit for any particular purpose or for use under any specific conditions unless expressly stated. Computer media supplied by Thermal Survey Ltd is subjected to an anti-virus test before despatch. However, Thermal Survey Ltd cannot be held responsible for any third party malicious source code or data inadvertently transferred to client data systems. It is recommended that clients screen all incoming computer media according to current best practice recommendations. 17. HEALTH AND SAFETY AT WORK ACT 1974 AND CONSUMER PROTECTION ACT 1987 In compliance with the above legislation the Company confirms that the goods supplied by the Company as a distributor of products do not present a hazard to health and safety when properly used for the purpose for which they are designed and provided also that the Customer or its employees or agents take reasonable and normal precautions in their use. 18. MISCELLANEOUS (a) If any provision hereof shall be held to be invalid illegal or unenforceable the validity and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. (a) Waiver by the Company of any breach of these conditions or any granting of time or indulgence by the Company to the Customer shall in no way affect the rights of the Company hereunder. (c) All headings are for convenience only and do not form part of these Terms and Conditions. (d) Any notice or demand to be given hereunder shall be in writing and shall be delivered by hand or sent by first class pre-paid letter to the last known address of the party to be notified and shall be deemed to have been served immediately, if delivered by hand and forty eight hours after posting if posted as aforesaid. (a) The Laws of England shall govern the validity construction and performance of any contract to which these Terms and Conditions apply and the parties submit to the jurisdiction of the English Court. (b) The Registered Office of the Company shall be taken as: Unit 21, Birkdale Trading Estate, 174 Liverpool Road, Birkdale, Southport, Merseyside. PR8 4PZ. United Kingdom.