Standard
Terms and Conditions
Supply of
Goods and Services V1.4 05 Jul 10
"Force Majeure" means any cause affecting the performance by
Polar of its obligations arising from acts, events, omissions, happenings or
non happenings beyond its reasonable control including (but not limited to)
war, invasion, act of aggression, governmental regulations, fire, flood or any
disaster or industrial dispute affecting a third party.
"Polar" means Polar Computer Communications Limited or any of it’s subsidiaries or associated
entities, including holding companies.
"Polar’s Authorised Representative"
means a person, entity or company designated by Polar Computer Communications
Ltd in writing to act on their behalf.
"Polar’s Staff or Employees" means
any person or group of persons acting on behalf of Polar Computer
Communications Ltd, including but not limited to contract or temporary
employees, sub-contractors, entities or companies
"Sub-contractor" means any person or entity engaged or
contracted in any way by Polar Computer Communications Ltd to carry out supply
of works or services on behalf of Polar Computer Communications Ltd.
"Customer" means any person or entity responsible for
submitting or amending an order or other contract to Polar Computer
Communications Ltd., or any person or entity in the process of procuring or
investigating procuring goods or services.
"Correspondence from a Customer’s Authorised Representative"
means written instructions on behalf of the customer, including, but not
limited to: e-mail, facsimile or letter, signed or unsigned, original or
copied. Polar Computer Communications Ltd will take reasonable care to ensure
all such correspondence is bona fide.
"Quotation" means an offer to supply goods and/or services in
response to a detailed specification given by or agreed to by the customer.
"Estimate" means an indication of costs likely to arise from a
limited understanding or overview specification given by or agreed to by the customer .
"Budgetary Pricing" means project overview price guides for
feasibility purposes only. Budgetary prices do not represent or form part of an
offer to supply goods and/or services in any way.
"Working days" means Monday to Friday, excluding Bank or other
Public holidays.
"Normal working hours" means Monday to Friday, excluding Bank
or other Public holidays, between 09:00 and 17:00 GMT (BST during Daylight
Saving Time).
"System" means any device or collection of devices that are
capable of processing, storing, retrieving, converting or directing data. This
definition includes any associated media and peripherals.
"Year 2000 compliant" means that neither the performance nor
the functionality of the goods or services is affected by dates before, during
or after the year 2000 (limited to 01 Jan 2010) and in particular that:
i.no value for current dates 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 inferensing rules;
iv.the year 2000 will be recognised as
a leap year.
2.
Orders
1.
All contracts of sale or supply of goods or services made by Polar
Computer Communications Limited ("Polar") shall be deemed to
incorporate these terms and conditions, which shall prevail over any other
terms from the party ("the Customer") with whom Polar is dealing.
2.
Under conditions beyond the reasonable control of Polar Computer
Communications Ltd including those regarded as Force Majeure, orders placed
with Polar Computer Communications Ltd by customers may be delivered late or
not at all at the sole discretion of Polar Computer Communications Ltd.
3.
Cancellation of orders is subject to agreement and written acceptance by
an authorised representative of Polar. Polar reserves the right not to accept
cancellation of an order where works or supply of goods or
services have commenced. Any costs arising from agreements with third
parties or sub-contractor(s) will be remain the
liability of the customer.
3.
Prices
1.
Goods and services, together with VAT, are invoiced at the price
prevailing at time of order. Polar reserves the right to modify the prices from
time to time.
4.
Price Quotations and Estimates
1.
Any Quotation or Estimate is valid for a maximum of 30 days only.
2.
Polar will seek to provide accurate and diligent pricing and definition
of activities to produce a quotation or estimate wherever possible, however are
not responsible for specification and pricing of goods or services not supplied
directly by Polar.
3.
Travel and accommodation costs within the UK mainland are not included
within the quotation unless requested by the customer. Time to travel to or
from the customers site(s) is chargeable.
4.
Invoices submitted within 10% of the total value of a quotation or 20%
of the total value of an estimate are deemed to be as agreed and are due
payment without further authorisation.
5.
Requirements that are changed by receipt of correspondence from the
customer’s authorised representative will invalidate any Quotation or Estimate
relating to the supply of goods or services in question. It is the
responsibility of the customer to request a new quotation or estimate if
required.
5.
Travel and accommodation costs
1.
It is the responsibility of the customer to meet costs of all travel and
accommodation expenses of Polar’s Staff and
Employees, unless explicitly stated in the supply of goods or services
contract. All travel and accommodation will be in accordance with Polar’s travel and expense policy. Value Added Tax will be
applied to all travel expenses, as they are supplied as a service.
2.
See also Health and Safety Section 14.9
3.
Polar’s Travel and expense policy is
available upon request.
6.
Employment
1.
Any customer of Polar may not make any offer of employment in any way to
representatives, staff or employees of Polar, directly or otherwise, to include
any subsidiary, parent or otherwise associated entity of the customer.
2.
In the event that a staff member or employee is offered an assignment or
works in some other capacity for the client, either directly or indirectly
within six calendar months of working for Polar, the agreed remedy will be the
equivalent of three month’s charges at the appropriate rate for that
individual.
7.
Delivery
1.
Delivery of goods or services are in accordance with our standard
operating procedures and environments. Under conditions of Force Majeure, Polar
can not be held liable for any costs or claims
arising from the inability to deliver goods and services within prescribed time
limited agreements or even at all.
2.
Any time or date stated for delivery is an estimate only. Polar makes
every effort to despatch goods on time but does not accept liability for
failure to deliver within the stated time.
3.
Polar does not accept liability for shortages or damage to deliveries
unless the Customer notifies Polar in writing within five working days of
receipt.
4.
The Customer has to accept the goods when they are ready for delivery;
delivery is deemed to take place when the goods are delivered to the Customer’s
nominated address, whereupon the risks of loss, breakage and all damage shall
pass to the Customer.
5.
Title in the goods does not pass to the Customer until payment is
received in full by Polar.
6.
If the Customer cannot accept delivery, Polar may at its option:
a.
store and
insure the goods at the Customer’s expense and risk or
b.
sell the goods at the best price reasonably obtainable
and (after deducting reasonable storage insurance and selling costs) pay to the
Customer any excess over the sale price or charge the Customer for any
shortfall.
8.
Payment
1.
Payment is due immediately when the invoice is issued, or when an
approved credit account is held, 30 days from the date of the invoice.
2.
If payment is not made on time, Polar may charge interest daily on the
outstanding balance at 3% above Natwest PLC base
lending rate.
3.
Reasonable administrative charges may be levied to cover any costs
arising from unpaid accounts, late or overdue payments.
4.
Polar reserve the right to transfer any overdue payment to a third party
or debt collection or factoring service.
5.
Polar reserve the right to cease or curtail the supply of any goods or
services in the event of non-payment following seven days notice to do so.
9.
Product specifications
1.
Polar endeavour to provide accurate information of products, dimensions
and specifications however this information is limited to and based on the
accuracy of information provided by the manufacturer.
2.
Polar makes every effort to supply the goods as advertised but reserves
the right to vary actual dimensions, specifications and quantities without
prior notice.
3.
In the event that Polar cannot supply the goods ordered by the customer,
Polar reserves the right to supply goods of equal or superior quality at no
extra cost.
10.
Trade names and Trade Marks
1.
Trade names and marks (other than Polar’s) are
not restricted to indications of manufacturers but may also be indicative of
general use systems and machines associated with such products.
11.
Returns
1.
Returns are only accepted with Polar’s prior
written agreement, and goods must be unopened, unused, undamaged and fully
marketable. Please refer to section.
2.
A returns number will be issued to all authorised returns. Liability
will not be accepted for goods returned without a returns number.
3.
Polar offers a "no charge" collection, repair and delivery
service (on the UK mainland only) for hardware which is shown to be faulty.
4.
Charges for supply and carriage may arise from failure on behalf of the
customer to make available the defective product for collection.
5.
All defective (or reported defective) equipment must be made available
for collection within five working days.
6.
Polar Reserves the right to charge carriage and inspection costs upon
systems that have been reported as defective by the customer, but subsequently
found to be serviceable by the manufacturer or an authorised service agent.
12.
Polar’s warranties
1.
All goods supplied by Polar are warranted to be free from defects in
workmanship and materials. No goods are tested or sold as being fit for any
purpose or use under specific conditions unless expressly agreed in writing.
2.
Any complaints about this warranty must be in writing and received by
Polar within thirty days from delivery. The Customer shall allow Polar to
investigate the complaint and inspect the goods; if the Customer’s complaint is
proven, Polar will then repair or replace the goods or refund the purchase
price at its sole option.
3.
This warranty shall not apply if the goods have been worked upon,
altered or damaged in any way by the Customer or its employees or agents, or if
it has not been used in accordance with the manufacturer’s instructions. The
failure of a product to be Year 2000 complaint does
not constitute a defect in materials and workmanship.
4.
Any general information, recommendations, advice or suggestions, written
or verbal, regarding services and/or products offered in good faith is provided
for the convenience of the client and should not be considered to be accurate
or complete without a paid professional services engagement against a specific
scope of works.
13.
Polar’s liability
1.
Polar shall not under any circumstances be liable for any consequential
or indirect damages or losses however caused.
2.
Polar’s liability in respect of breach
of the terms of any order shall be limited to the invoiced value of such order.
3.
Polar accepts no liability to project or task delays caused as a result
of any dispute or provision under the health and safety at work legislation or
clauses below.
4.
Nothing in this agreement shall limit Polar’s
liability for death or personal injury caused by its negligence.
14.
Health and Safety
1.
In accordance with the Health and Safety at Work etc Act 1974 and the
Consumer Protection Act 1987, Polar confirms that the goods it supplies as a
distributor do not present a hazard to health and safety when properly used in
accordance with the manufacturer’s and distributor’s instructions for the
purpose for which they are designed and when the Customer takes reasonable and
normal precautions in their use.
2.
The customer will provide a work environment that is safe and practical
for Polar’s Staff and Employees, when they are
attending a customer’s premises or premises designated by the customer.
3.
Should the senior Authorised Representative of Polar on-site deem the
area to be unsafe, not fit for the work intended or not conducive to Health and
Safety, Polar have the right to remove their staff from site. Work may not
re-commence until such time as the hazard is removed or appropriate protection
provided, to the satisfaction of Polar, or a written statement from the Health
and Safety Executive representative or a suitably qualified expert H&S
inspector that the hazard is acceptable.
4.
Any costs or claims arising from the above clause are the responsibility
of the customer.
5.
Any costs arising from specific training required for health and safety
compliance at a site designated by the customer are chargeable to the customer.
6.
Polar will provide specific Individual Protective Equipment (IPE) to it’s Staff and Employees, to meet
hazards notified by the customer. Any specialist IPE required will be charged
back to the customer, where it’s staff and employees would not require such
equipment if they were not working on the premises designated by the customer.
7.
Costs and charges arising from failure of the customer to accurately
notify Polar of a hazard are chargeable to the customer.
8.
Polar’s staff that travel outside the UK
will be afforded an appropriate level of Health and Safety, corresponding to
procedures and protection applicable to UK. All provisions apply outside UK
even though UK H&SaW Legislation may not apply
directly.
9. Travel to certain countries (as
designated by the Foreign and Commonwealth Office as having increased risks)
may incur additional costs such as (but not limited to) hostage recovery
insurance, armed escorts, armoured transport, ballistic protective clothing. Such costs are chargeable to the
customer.
15.
Gifts and Incentives
1.
Any gift or incentive offered (or given) to representatives, staff or
employees of Polar must be notified in writing to Polar's
registered office within seven days.
2.
Polar will supply manufacturer’s gifts and incentives as publicised
subject to availability.
3.
Gifts, incentives or promotions offered by Polar are subject to
availability and may be subject to additional terms and conditions. Customers
should satisfy themselves that they understand all terms and conditions before
placing an order.
16.
Software License Agreement
1.
The source code in the software is protected by copyright, but the
Customer may distribute copies within its organisation to facilitate ordering
and make necessary back up copies in accordance with
the manufacturer’s terms and conditions.
2.
Polar disclaims and excludes any and all warranties of merchantability,
quality and fitness for purpose. Polar does not warrant that any software and
documentation will satisfy your requirements or are free from defect or that
System or Application operation will be uninterrupted.
3.
Polar’s liability relating to the use of
the software or documentation shall be limited as stated in clause 13 above.
17.
General
1.
If any provision in this Agreement is held to be invalid or
unenforceable, it shall be deemed severed from the Agreement and this shall not
affect the validity or enforceability of the remaining provisions.
2.
Any waiver of a breach of this Agreement must be in writing and agreed
by an authorised representative.
3.
Any variation of this Agreement must be in writing to be valid.
4.
The headings are for convenience only and shall not affect the
interpretation of this Agreement.
5.
Any notices given under this Agreement shall be in writing and sent
a.
By email
to the last known email address of the party or
b.
by first
class pre-paid post to the last known address of the party or
c.
by fax to their last known fax number.
The notice shall be deemed served two working days
after posting or e-mailing or upon receipt of successful transmission report.
6.
This Agreement shall be governed by and construed in accordance with the
laws of England and the parties submit to the exclusive
7.
All correspondence should be directed to the registered office of Polar
Computer Communications Limited.
8.
Polar may at its discretion record telephone transactions for staff
training and/or security purposes.