1 DEFINITIONS
In this document the following words shall have the following meanings:

1.1
"Buyer" means the organisation or person who buys Goods from the Seller;

1.2
"Goods" means the articles to be supplied to the Buyer by the Seller;

1.3
"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4
"List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;

1.5
"Seller" means Synapsys Solutions Ltd.

1.6
“CAD” means computer aided design and applies only to drawings produced for the internal parts of the Seller’s control panel enclosure(s).

1.7
“Design” means design of the internal parts of the Seller’s control panel enclosure(s) only, including Seller’’s CAD drawings only and 3rd party drawings marked for zones only (not CAD). This does NOT include any 3rd party installation (connections, cables), supplied drawings by 3rd party or hardware supplied by others.

1.8
“Commissioning” means on or off site setup of the system including field device addressing, grouping, reflective lux, monitoring, reporting on the Seller headend. It does not include fault investigation or rectification of 3rd party installed cabling or field device failure and replacement.

2 GENERAL

2.1
These terms and conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

2.2
Any variation to these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.3
All orders are accepted subject to the obtaining by the Seller of satisfactory trade references or credit ratings in relation to the Buyer. If such trade references or credit ratings are not in the opinion of the Seller to be satisfactory, then the order may be cancelled by notice in writing. The Seller reserves the right to make partial deliveries and to be entitled to payment in respect of partial deliveries. Incomplete delivery shall not entitle the Buyer to withhold payment on Goods delivered and invoiced.

2.4
The Seller shall not under any circumstances be accountable for any losses that are consequential upon the failure of any Goods supplied.

2.5
Any items that are not listed within a quotation or subsequent revision(s) are not deemed as included within a project price and will be charged as extra works if required.

2.6
Design of the system is limited to the internals of panels supplied by the Seller. Any 3rd party drawings that the Seller has marked up without CAD are not the responsibility of the Seller, the responsibility for the design of these drawings remains with the supplier of these drawings.

2.7
No Design responsibility will be taken by the Seller on anything other than the details defined under clause 1.6, unless agreed in writing and quoted as a separate entity.

3 PRICE AND PAYMENT

3.1
The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The List Price is exclusive of VAT or any other applicable costs, any price quoted shall remain open for acceptance by the Buyer for a period of 90 days from the quotation date.

3.2
Carriage shall be paid for by the Buyer and the charge will be dependent on the type of delivery required. Additional charges may apply in all other cases.

3.3
When an account is created for the Buyer, the following conditions apply:

3.3.1
for new accounts, when placing an initial order the Buyer will make payment in advance against a proforma invoice before delivery of the goods will be made;

3.3.2
for subsequent orders, subject to a credit check, payment of the price and VAT (where VAT is applicable) and any other applicable costs shall be due within 30 days from the date of the invoice supplied by the Seller.

3.3.3
should a credit check have an unsatisfactory outcome or if the Buyer chooses, all orders will remain prepaid.

3.4
The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2% per month above the base rate of Lloyds Bank.

3.5
If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:

3.5.1
require payment in advance of delivery in relation to any Goods not previously delivered;

3.5.2
refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

3.5.3
terminate the contract between the Buyer and Seller or any part thereof;

3.5.4
restrict and/or cancel any previously agreed discounts or special terms.

3.6
Prices quoted are for Goods only. All installation and wiring is to be carried out by 3rd parties. Should off-site or on-site engineering or commissioning be required, this will be charged at the Seller’s current rates and subject to charges for travelling and subsistence.

4 DEFAULT OR INSOLVENCY OF BUYER

4.1
Clause 4.2 shally apply in the event that:

4.1.1
the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);

4.1.2
an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer;

4.1.3
the Buyer ceases, or threatens to cease, to carry on business;

4.1.4
the Seller reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly;

4.1.5
the Buyer fails to make any payment on the due date.

4.2
If this clause applies then without limiting any other right or remedy available to the Seller, the Seller shall be entitled to:

4.2.1
cancel the contract with the Buyer or suspend any further deliveries under the contract;

4.2.2
if the Goods have been delivered but not paid for the price shall become immediately due and payable to the Seller notwithstanding any previous agreement or arrangement to the contrary;

4.2.3
withdraw any credit facility or right to discount from the Buyer;

4.2.4
appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer;

4.2.5
charge the Buyer interest as calculated in accordance with clause 3.4.

4.3
In the event of an order being cancelled by the Seller or being cancelled by the Buyer, the Buyer shall indemnify the Seller against all costs and expenses and damages incurred by the Seller in connection with the order and its cancellation (the Seller giving credit for the value of the materials sold or utilised for other purposes).

5 PURCHASE ORDERS

In order to confirm a purchase of Goods, a purchase order must be completed in full and include the Buyer’s registered name; the Buyer’s registered number; the address of the Buyer’s registered office; if the Buyer is exempt from the requirement to use "limited" in its name, the fact that it is a limited company; if the Buyer is a community interest company which is not a public company, the fact that it is a limited company; if it is an investment company as defined by section 833 of the Companies Act 2006, the fact that it is this type of company; if it is a company which has chosen to display its share capital, it must display the amount of paid up share capital. The purchase order must also include contact details of the company to be invoiced by the Seller.

6 DESCRIPTION

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

7 SAMPLE

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

8 DELIVERY

8.1
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

8.2
The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.

8.3
If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage.

8.4
The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. All Goods should be unpacked carefully and examined immediately upon delivery. The Buyer must notify the Seller of any damage or incorrect goods received within three working days of delivery.

9 RISK

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

10 TITLE

The ownership of all Goods delivered to the Buyer shall be transferred to the Buyer when the Seller is paid the full amount due from the Buyer in respect thereof and not before. Until that time all Goods shall be stored by the Buyer at its own risk separately from the goods of any other company except that they may be assembled/installed when the Buyer so requires. But not withstanding such assembly or installation, the Goods shall still remain the property of the Seller until full payment has been made thereof, and the Buyer shall until payment hold them in a fiduciary capacity for the Seller.

11 WARRANTY

11.1
TEST & INSPECT
Units returned for Test & Inspect will be evaluated by the Seller’s test engineers. The Seller will then advise the Buyer of the status of the unit. Should the Buyer wish to proceed with the repair of the unit, the Buyer will be invoiced at the repair price only. If the Buyer wishes the Seller to return the product to the Buyer unrepaired, the Test & Inspect fee will be charged.

11.2
WARRANTY EXCHANGE
Upon request a replacement may be sent in advance of the faulty unit being returned, and in this instance the Seller will require a separate purchase order for the replacement product. The Seller will require the faulty unit to be returned within 14 days of the advance replacement unit being dispatched. In the event of the unit not being returned within 14 days an invoice will be raised against the Buyer’s purchase order for the replacement product. Goods returned for exchange become the property of the Seller. If the unit returned does not meet warranty conditions, the Seller reserves the right to either: (i) retain the unit and invoice a restock charge (at least 50% of the list price less the Buyer’s standard discount); or (ii) return the unit to the Buyer and raise an invoice for the list price less the Buyer’s standard discount. If returned to the Buyer the unit will be upgraded to latest specifications.

11.3
WARRANTY CONDITIONS
All goods supplied by the Seller carry a 24 month warranty from the date of original invoice, providing all warranty terms and conditions are met. Warranty is invalid on the occurrence of any of the following:

11.3.1
No Fault Found. (Unit functions and meets all criteria laid down in the product’s specification).

11.3.2
Damage sustained outside warranty conditions. The warranty shall be inoperative in the event of (i) failure of the Buyer to maintain a suitable operating environment; (ii) use of Goods for purposes other than those for which they were originally designed without prior approval; (iii) accidental damage or neglect; (iv) failure of the Buyer to follow operating procedures laid down by the Seller; (v) any alterations or additions to the Goods including opening of the Goods and/or label seals without prior written approval of the Seller; (vi) where installation has not been carried out in accordance with recommendations and directives as laid out in the product installation/commissioning instructions.

11.4
GENERAL
All Goods returned will be upgraded to the latest specification of that product. A fault/repair report will be provided with the return of the Goods to the Buyer, and with the invoice. Carriage is free of charge on all units shipped from the Seller for all qualifying warranty repairs and exchanges. A shipping charge will be invoiced for all Goods returned for repair, outside of warranty. The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of such warranty or guarantee as is given by the manufacturer.

11.5
RETURNS PROCEDURE
Prior to returning products the Buyer will contact the Seller and the Buyer will be issued with a returns number which must be used in all communications and documentation regarding the returned item.
The following information will be required: 1) product code and serial number of the faulty unit; 2) a new purchase order number; 3) if under warranty, the original purchase order number must also be quoted; 4) a full and detailed description of the fault; 5) the Buyer’s full company name and address and if possible the contact name and number of the engineer who reported the fault as the Seller’s engineers may require additional information.
Goods should be returned adequately packaged, both mechanically and electrically. Warranty conditions for the unit may be affected if adequate and appropriate measures are not taken in this matter. The returns number should be clearly marked on the packaging and all relevant documentation. Please return all units to: Synapsys Solutions Ltd, No. 1 Woodlands Court, Albert Drive, Burgess Hill, West Sussex, RH15 9TN, UK.

11.6
GOODS RETURNED CREDIT
Any bespoke item made specifically to the Buyer’s requirements, including but not limited to metalwork for panels, will be charged at 100% on cancellation of an order. For other ‘off the shelf’ items a credit will be raised to the amount 20% less than the original amount, if the following conditions are met: 1) the returned item must be less than 3 months old when received by the Seller; 2) the original packaging must be undamaged and not marked, with the unit in full working order; 3) the unit should be returned to the Seller, sufficiently packaged to avoid damage whilst in transit; 4) all paperwork must have the returns number clearly stated on it; 5) any requests over £500.00 must be agreed in advance with the Seller’s nominated Accounts Manager prior to returning the unit; 6) the Seller will only accept responsibility for the returned Goods once it has been signed for by a member of the Seller’s staff.
If these terms and conditions are not followed the Goods will be returned to the sender with no credit raised. Any deviation from the terms and conditions must be agreed in advance by the Buyer and the Seller’s nominated Accounts Manager prior to returning the Goods. The above procedures must be adhered to if a credit is required for any returned Goods. If replacement Goods or credit note is required due to the Seller failing, then no charge will be raised.

12 ENGINEERING SERVICES

12.1
Should off-site or on-site engineering or Commissioning be required, this will be charged at the Seller’s current rates and subject to charges for travelling and subsistence

12.2
Quotations for engineering days are calculated using information provided by our customers and our experience of commissioning similar systems. Overnight accommodation charges may be applied to maximise the available daily engineering hours. Any engineering requests outside of standard business hours (Mon-Fri 9am-5.30pm) will be charged at our ‘out of hours’ rate. Engineering services may include onsite attendance as well as offsite works

12.3
Single application engineering services - Where commissioning is completed in fewer days than have been quoted, only days that are used will be invoiced. In the event of issues outside of our control leading to an increase in the time needed for commissioning, you will be notified, and this extra time will be charged

12.4
Maintenance engineering services - Maintenance days are calculated with a full understanding of the requirements and frequency of visits, and these are scheduled when orders are received. Maintenance engineering is invoiced in advance of the service provision on receipt of an order. Any additional visits identified as being needed during the maintenance programme will be quoted separately.

12.5
Cancellation Policy – Cancellation of a booked engineering visit can be made during business hours up to 48 hours before the scheduled start of the visit, i.e. a cancellation received before close of business Wednesday would ensure no charges are raised for a visit scheduled to start on the following Monday. Where a block booking of engineering time has been scheduled (more than one day), we require notice equivalent to the duration of the block booked time, i.e. a 3-day visit scheduled to start next Wednesday would need to be cancelled before close of business on the preceding Thursday to avoid cancellation charges being raised. Any cancellations not received within these time frames will be subject to 100% of charges.

13 LIABILITY

13.1
No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

13.1.1
the correspondence of the Goods with any description;

13.1.2
the quality of the Goods; or

13.1.3
the fitness of the Goods for any purpose whatsoever.

13.2
No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

13.2.1
the correspondence of the Goods with any description;

13.2.2
the quality of the Goods; or

13.2.3
the fitness of the Goods for any purpose whatsoever.

13.3
All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

13.4
The Seller’s products are not intended for use in a life critical application.

14 LIMITATION OF LIABILITY

14.1
Where any court or arbitrator determines that any part of Clause 13 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.

14.2
Nothing contained in these terms and conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

15 INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights for Goods supplied under this agreement remain with the Seller and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with 3rd parties. These IP rights do not extend to any further development of the Seller’s products for specific applications by the Buyer.

16 GENERAL DATA PROTECTION REGULATIONS

The Seller has carried out impact assessments on all of its operations to ensure GDPR compliance. The Buyer warrantes that impact assessments have been carried out by the Buyer and that it operates within GDPR guidelines. The Seller’s full privacy policy is available on the Seller’s website at www.synapsys-solutions.com

17 FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

18 RELATIONSHIP OF PARTIES

Nothing contained in these terms and conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these terms and conditions shall be deemed to construe either of the parties as the agent of the other.

19 ASSIGNMENT AND SUB-CONTRACTING

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller. The Seller may licence or sub-contract all or any part if its rights and obligations under this contract without Buyers consent.

20 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the terms and conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.

21 SEVERABILITY

If any term or provision of these terms and conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these terms and conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

22 GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

23 ENTIRE AGREEMENT

The above constitutes the entire agreement between the parties.