Terms and Conditions
In these conditions:-
a) The Company means Pinnacle Enterprise Ltd trading as Pinnacle Data.
b) The Equipment means the items or hardware and equipment or any of them described in the Contract.
c) The Software means the computer programs described in the Contract.
d) The Services means the installation, maintenance or other service described in the Contract.
e) The Customer means the person, firm or company with whom the Contract is made by the Company.
f) The Contract means the contract between the Company and the Customer for the sale or supply of Equipment and/or Software and/or
g) Working Days means Monday to Friday excluding Bank and other Public Holidays in England.
These Conditions shall be deemed to be incorporated in all contracts of the Company to sell or supply Equipment and/or Software and/or
Services. In the case of any inconsistency with any order, letter or
form of contract sent by the Customer to the Company or with any terms and conditions contained or referred to in any communication
between the Customer and the Company (whatever may be there
respective dates) or implied by trade, custom, practice or course of dealing the provisions of these Conditions shall prevail unless
expressly varied in writing and signed by a director or duly authorised
representative on behalf of the Company. Any concession made or latitude allowed by the Company shall not affect the strict rights of
the Company under the Contract.
Notwithstanding that the Company may have given a detailed quotation no order shall be binding on the Company unless and until it has
been accepted in writing by a director or other duly authorised
representative on behalf of the Company.
a) The prices payable for the Equipment shall be those contained in the Company/s price list therefore current at the time of despatch.
The licence fees payable in respect of the Software shall be those
contained in the Company price list at the date when payment is due. The prices for the Services shall be based on the Company
normal working hourly rates.
b) The Company shall have the right at any time to withdraw any discount from its normal prices and/or to revise prices and/or to revise
prices to take into account increases in costs including (without
limitations) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any
variation in exchange rates.
c) Unless otherwise agreed all prices are exclusive of carriage, VAT and any other duties or taxes which the Customer shall be liable to
pay to the Company.
5. TERMS OF PAYMENT
a) Payment shall, unless otherwise agreed in writing, be made in full without any deduction of set-off within the terms stated overleaf, of
the date of the invoice save payment shall become due in any
event forthwith upon the occurrence of any of the events referred to in Condition 17 hereof. Any extension of credit allowed to the
Customer may be changed or withdrawn at any time.
b) Notwithstanding any of the terms and conditions hereof the time of payment shall be of the essence of the Contract.
c) Interest shall be payable on overdue accounts at the rate of 3% to run from the due date for payment thereof until receipt by the
Company of the full amount whether or not after adjustment.
6. DELIVERY AND PERFORMANCE
a) All time or dates given for delivery of the Equipment and/or Software and for performance of the Services are given in good faith and
shall not be of the essence of any contract.
b) Delivery of the Equipment and Software and performance of the Services shall be at the Customers premises unless otherwise
stipulated or agreed by the Company.
c) If the customer refuses or fails to take delivery of Equipment or Software tendered in accordance with the Contract the Company shall
be entitled to immediate payment in full for the Equipment or
Software of which the Customer refuses or fails to take delivery and the Customer shall in addition to the invoice price pay all costs
incurred as a result of such refusal or failure.
d) The Company may make and the Customer shall accept partial deliveries of equipment and/or Software. Each delivery shall be
considered to be the subject of a separate contract and failure by the
Company to make any one or more deliveries shall not entitle the Customer to treat the Contract as whole as repudiated.
e) Where the Equipment and/or Software is handed to a carrier for carriage to the Customer or to a United Kingdom port for export any
such carrier shall be deemed to be an agent of the Company and
not of the Customer for the purposes of Section 44,45 and 46 of the Sale of Goods Act 1979.
f) The Customer shall prepare the area of delivery and installation for the Equipment and provide the Company (including its employees,
agents and subcontractors) with free access to the place of installation
and with free access to any service or facilities that may be required to deliver and install the Equipment. Where the same has not been
provided the Company shall be entitled to charge for the same.
g) The Customer shall provide the Company (including its employees, agents and subcontractors) with access to the Equipment and the
Software at the agreed premises for the purposes of inspection and
maintenance of the Equipment and Software and with all necessary information and support that may be reasonably required by the
Company for the performance of its obligations hereunder.
From the time of delivery by the Company or its carriers to the Customer or its agents the Equipment and the Software shall be at the
risk of the Customer who shall be solely responsible for the custody
and maintenance hereof.
All Equipment is supplied to the Customer by the Company of the following terms:
a) The Equipment shall remain the property of the Company until payment is made of sums due under all contracts between the
Company and the Customer.
Before title has passed under the terms of condition 8(a) the following shall apply:
i) The Customer shall hold the Equipment as a bailee for the Company.
ii) The Customer shall store the Equipment such that it is separate and identifiable from other stock held by the customer and shall label
the Equipment so belonging to the Company.
iii) Without prejudice to the rules of equity relating to tracing the Company shall be beneficially entitled to proceeds of sale or hire of the
Equipment so that the proceeds of any claim therefore shall be
assigned to the Company and until and subject to such assignment shall be held on trust in a separate identified bank account opened
by the Customer for this purpose and such proceeds shall not be
mingled with other monies or paid into an overdrawn bank account.
iv) The Company is hereby licensed to enter upon any premises in the ownership, possession or control of the Customer at any time in
order to recover the Company s Equipment. The Company shall have the right to resell the same, such right being in addition to any power or
sale arising by operation of law or otherwise.
a) In the event that a copyright proprietor s Software licence is furnished to the Customer the Customer shall sign and return such
licence and/or registration card relating thereto (as appropriate) to the
company within seven days or as otherwise specified in such licence. If the Customer fails in either to intimate its acceptance of the
terms of the copyright proprietor s Software licence in accordance
with this sub-clause or to pay the relevant licence fee for the Software to the Company in accordance with Condition 5 hereof the
Company shall be entitled to repossess the Software and is hereby
licensed to enter any premises in the ownership, possession or control of the Customer for such purpose.
b) In the absence of a copyright proprietor s Software licence being furnished to the Customer, the Customer shall be granted a nonexclusive,
non-transferable licence to use the Software on the single
computer system on which the Software is first installed (the System ) upon the following terms:
i) The Customer undertakes not to copy, in whole or part, (other than for use on the System), alter, adapt,
modify or translate the Software nor to communicate the Software to any third party (other than the Customer s employees or agents
who are directly involved in the Customer s use of the licensed
Software on the System) without prior consent of the Company
ii) The Company shall be entitled forthwith to terminate any Software licence for which the relevant licence fee has not been paid and
any or all Software licences if the Customer shall be in breach of any
of the items and conditions hereof.
iii) The Customer undertakes upon termination of the software licence forthwith to return or destroy the Software or any copies thereof as
the Company shall direct. In addition, the Company shall be
entitled upon termination of the Software licence to repossess the Software and any copies thereof and is hereby licences to enter any
premises in the ownership possession or control of the Customer
for such purpose.
10. THIRD PARTY RIGHTS
a) The Customer shall indemnify the Company against all costs, claims and damages incurred by or made against the Company as a
direct or indirect result of the carrying out of Services or any other work
required to be done on or to the Equipment or Software in accordance with the requirements or specifications of the Customer involving
any infringement or alleged infringement of any patent, trade
mark, design right, copyright, or other proprietary right if any third party ( Third Party Proprietary Rights ).
b) In the event that the equipment or the Software are or may be the subject of any Third Party Proprietary Rights the Company shall be
obliged to transfer or licence (as the case may be) to be a Customer
only such title as the Company may licence (as the case may be) to be Customer only such title as the Company may have and the
Company shall have no liability to the Customer for any infringement
or alleged infringement thereof.
c) The Customer shall notify the Company forthwith of any claim made or action brought or threatened alleging infringement of any Third
Party Proprietary Rights. The Company shall have the right to
control and/or conduct any such proceedings in such manner as it shall have the right to control and/or conduct any such proceedings in
such manner as it shall reasonably determine. The Customer
shall provide all such reasonable assistance in connection therewith as the Company may request. The cost of any such proceedings
shall be borne in such proportions as the parties shall determine.
11. SPECIFICATIONS AND INFORMATION
a) Unless expressly agreed in writing by the Company all descriptions, drawings, designs, specifications and particulars of weight and
dimensions submitted by the Company are approximate only and the
Company shall have no liability in respect of deviation therefrom. The Company accepts no responsibility for any errors, omissions or
any other defects in any descriptions, drawings, designs or specifications
not prepared by the Company and the Company shall be indemnified by the Customer against any and all liabilities and expenses
incurred by the Company arising therefrom.
b) All drawings, designs, specifications, manuals, software, listings, object code or source code and information imparted by the
Company are confidential and shall not be disclosed to any third party without
the Company s prior written consent.
a) The Company shall not be liable to Customer:-
i) for shortages in quantity delivered unless the Customer notifies the Company of any claim for short delivery within 7 working days of
receipt of the Equipment and/or Software.
ii) for damage to or loss of the Equipment and/or Software or any part thereof in transit (where the Equipment or Software is carried by
the Company s own transport or by a carrier on behalf of the Company)
for any claim that the Equipment or Software is not in accordance with Contract unless the Customer shall notify the Company of such
claim within 7 Working Days of receipt of the Equipment of the
Software or (in the case of non-delivery) within 7 Working Days of receipt of the invoice therefore;
iii) for defects in the Equipment and/or Software caused by fair wear and tear, abnormal conditions of storage or use of any act, neglect
or default by the customer, or any third party.
iv) for other defects in the Equipment or the media upon which the Software is supplied unless notified to the Company within 7 Working Days or
receipt of the Equipment or Software by the Customer or
where the defect was not apparent on reasonable inspection within 30 Working Days of delivery.
v) for any Services performed defectively unless the Customer shall notify the Company of any such claim within 30 Working Days of
performance of such Services.
b) In the case of Equipment not manufactured and Software not developed by the Company, the Company will pass on to the Customer
to the extent that it is able benefits obtainable under any warranty
given by the Company s supplier provided that payment has been made for the relevant Equipment and/or Software.
c) Where liability is accepted by the Company under clause 12(a) the Company s only obligation shall be:-
i) At its option to make good any shortage or non-delivery and/or as appropriate to either credit the customer in full the price the price
paid for item of Software or Equipment found to be damaged or
defective or repair such item or supply a replacement thereof free of charge to the Customer.
ii) At its option either to credit the Customer in full the price paid for the Services found to have been defectively performed or to reperform
such Services free of charge to the Customer.
d) In no event shall the Company be under any liability and howsoever arising for any loss of profit, interruption of business or any other
indirect, special or consequential loss of any type arising or any
other indirect, special or consequential losses of any type arising or alleged to have arisen out of any act or default of the Company in
respect of its obligations hereunder.
e) Subject to condition 12(h) hereof the Company s aggregate liability to the Customer hereunder or circumstance exceed the cost of the
defective, damaged or undelivered equipment and or Software and/or defective Services which give rise to such liability (as determined by the net
price invoiced to the Customer) in respect of any occurrence or series of occurrences.
f) Subject to the foregoing all conditions warranties and representation express or implied by statute common law or otherwise in relation to the
Equipment and the Software are hereby excluded and the Company shall be under no liability to the Customer for any loss, damage or injury
direct or indirect resulting from defective material faulty workmanship or otherwise howsoever arising and whether or not caused by the under
negligence of the company, its employees or agents.
g) The Company s prices are determined on the basis of the limits of liability set out in this condition. The Customer may by written notice to the
Company request the Company to agree a higher limit of liability provided that insurance cover can be obtained thereof.
h) Nothing in these Conditions shall have the effect of excluding or restricting any liability of the Company for death or personal injury
resulting from its negligence insofar as the same prohibited by United
a) The Customer shall meet the cost of any special packaging requested by the Customer or of any packaging rendered necessary by
delivery by any means other than the Company s normal means
b) The Company shall be entitled to invoice the Customer for the cost of all pallets and other returnable packaging materials unless the
same are returned to the Company in good condition carriage paid
within 30 days of the date of delivery.
Equipment and/or Software which is supplied in accordance with the Contract cannot be returned unless the Customer obtains from the
Company a returns authorisation number. Returns shall be sent to
the Company s premises at the Customer s risk and expense. The Company reserves the right to refuse to accept such returns if they
are not returned in their original packaging in a clean, unused, undamaged
and resaleable condition.
15. EXPORT TERMS
a) Save as herein provided or otherwise agreed in writing between the Company and the Customer, Equipment and/or Software which is
supplied for export from the United Kingdom shall be charged for
the delivered FOB the air or sea port of shipment and the Company shall not be obliged to give the Customer the notice specified in
section 32 (3) or the Sale of Goods Act 1979.
b) The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Equipment and/or
Software into the country of destination and for the payment of
any duties hereon. In particular, if any licence or consent of any government or other authority shall be required for the acquisition,
carriage or use of the Equipment or the Software by the Customer,
the Customer shall obtain the same at its own expense and if necessary produce evidence of the same to the company of demand.
Failure to do so shall not entitle the Customer to withhold of delay
payment of the price. Any additional expenses or charges incurred by the Company resulting from such be for the Customer s account.
16. FORCE MAJEURE
The Company shall not be liable for any delay or failure in performance of its obligations under the Contract which is due to or results
from circumstances beyond its reasonable control. In any such event
the Company shall be entitled to delay or cancel delivery of the Equipment and/or Software or performance of the Services. If due to any
such event the Company has insufficient stocks to meet all its
commitments may apportion on available stocks between its customer at its sole discretion.
17. INSOLVENCY AND DEFAULT
If the Customer shall be in breach of any of its obligation under the Contract or if any distress or execution shall be levied on the
Customer s property or assets or if the Customer shall make or offer to make
an arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy Petition be presented against him
or (if the Customer is a company) if any resolution or Petition to
wind up such company shall be passed or presented or if a receiver or administrative receiver or administrator of the whole or any part of
such company s undertaking property or assets shall be appointed
or if anything analogous to any of the foregoing under law or any jurisdiction occurs in relation to the Customer, the company in its
discretion and without prejudice to any other right or claim by notice in
writing determine wholly or in part any every contract between the Company and the Customer or may (without prejudice to the
Company s right subsequently to determine the Contract for the same cause
should it so decide) by notice in writing suspend further performance of the Contract until any defaults by the Customer have been remedied.
18. HEALTH AND SAFETY
Where any of the Company s employees are admitted to the Customers premises pursuant to the Contract, the Customer undertakes
that it will take such measures as are necessary to ensure that, as far as
reasonably practicable, its premises and any plant, equipment, articles or substances in such premises are safe and without risks to the
health of the Company s employees. The Customer shall indemnify the
Customer against all loss, claims and demands suffered by the Company as a result of any breach or this condition by the Customer.
Save as provided in conditions 16 and 17 hereof contracts may not be cancelled except by agreement in writing of both parties and upon
payment to the Company of such amount as may be necessary to
indemnify the Company against all loss resulting from the said cancellation.
If at any time one or more the above conditions becomes in whole or in part void, invalid, or unenforceable then the remainder of the
Contract shall nevertheless be valid and enforceable.
All notices hereunder shall be in writing and shall be given by hand or sent by prepaid first class post, or email to the party concerned at
its last known address. Notices sent by first class post shall be deemed
(in the absence of evidence or earlier receipt) to have been delivered forty eight hours after despatch and notices sent by email shall be
deemed to have been delivered on the first customary working day in
the addressee s country following the day of its despatch.
The Customer shall not assign or transfer the whole or any part of its rights or obligations under the Contract to any person firm or
23. US GOVERNMENT REQUIREMENTS
The Customer is advised that the Equipment and/or Software may be subject to US Government export regulations. Accordingly the
Customer warrants that any Equipment and/or Software will not be
exported from the United Kingdom unless prior approval in writing has been obtained from all regulatory authorities at the Customer s
24. GOVERNING LAW
The Contact shall be governed by and construed in accordance with English Law and the parties hereby submit to the non-exclusive jurisdiction
of the English Courts.
We are open Monday - Friday, 9am to 5.30pm.
If you enquire out side these hours we will try and get back to you as soon as possible.