Interpretation

1. The following definitions and rules of interpretation apply in this agreement.
• Conditions: these terms and conditions as amended from time to time in accordance with clause 9.
• Contract: the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
• Customer: the Pinnacle Group entity named in the Order.
• Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
• Goods: the goods (or any part of them) set out in the Order.
• Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier as set out in the Order.
• Intellectual Property Rights: all patents, know-how, copyrights, trade or service marks, design rights, and any other intellectual property rights of any kind.
• Mandatory Policies: the Customer's business policies which shall include: the Supplier Code of Conduct, the Modern Slavery Policy, Anti-Money Laundering Policy, Anti-Fraud, Bribery and Corruption Policy, Anti Facilitation of Tax Evasion Policy and the Privacy Notice which can be found at www.pinnaclegroup.co.uk.
• Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form or the Customer’s written acceptance of the Supplier’s quotation or any other written order confirmation from the Customer as the case may be.
• Services: the services to be provided by the Supplier under the Contract as set out in the Service Specification.
• Service Specification: the description or specification for Services agreed in writing by the Customer and the Supplier as set out in the Order.
• Supplier: the person or firm from whom the Customer purchases the Goods and/or Services and named as such in the Order.
• Working Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

Basis of contract

1. The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2. The Contract shall come into existence when the Order is deemed to be accepted which shall be on the earlier of:
   a) the Supplier issuing written acceptance of the Order; or
   b) any act by the Supplier consistent with fulfilling the Order.
3. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. In the event of any conflict whatsoever between these Conditions and any parts of the Order the terms of these Conditions shall prevail.
5. The Supplier shall comply with:
   a) all applicable law, regulations, regulatory policies, guidelines or industry codes which may apply in connection with the supply of Goods and/or Services; and
   b) the Mandatory Policies.

Supply of Goods

1. The Supplier shall ensure that the Goods shall:
   a) correspond with their description and any applicable Goods Specification;
   b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgement;
   c) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
   d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
3. The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.
4. If following such inspection or testing the Customer considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
5. The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

Delivery of Goods

1. The Supplier shall ensure that:
   a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
   b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
   c) it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
2. The Supplier shall deliver the Goods:
   a) on the date specified in the Order;
   b) to the location set out in the Order (the “Delivery Location”); and
   c) during the Customer's normal hours of business;
   d) or as otherwise reasonably instructed by the Customer.
3. The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately.
4. Title and risk in the Goods shall pass to the Customer on completion of delivery which shall be on completion of unloading of the Goods at the Delivery Location.

Supply of Services

1. The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to the Customer in accordance with the terms of the Contract.
2. The Supplier shall meet any performance dates for the Services specified in the Order or that the Customer notifies to the Supplier and time is of the essence in relation to any of those performance dates.
3. In providing the Services, the Supplier shall:
   a) co-operate with the Customer in all matters relating to the Services, and comply with all reasonable instructions of the Customer;
   b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
   c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
   d) ensure that the Services will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;
   e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
   f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
   g) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
   h) observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises;
   i) hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (“Customer Materials”) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer's written instructions or authorisation; and
   j) not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services.

Customer remedies

1. If (i) the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1; or (ii) the Supplier fails to deliver the Goods and/or perform the Services by the applicable date and, after consultation with the Customer, the Supplier continues to fail to deliver the Goods and/or perform the Services within a reasonable time of the applicable date, the Customer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
   (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
   (b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
   (c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
   (d) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
   (e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party;
   (f) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
   (g) to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to supply Goods in accordance with clause 3.1 or meet the applicable date.
2. These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

Customer's obligations

1. The Customer shall:
   a) provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and
   b) provide such necessary information for the provision of the Services as the Supplier may reasonably request.

Charges and payment

1. The price for the Goods:
   a) shall be the price set out in the Order; and
   b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer.
2. The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
3. In respect of the Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services or as otherwise agreed between the Customer and the Supplier. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
4. In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
6. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.

Intellectual property rights

1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by the Supplier. All Customer Materials are the exclusive property of the Customer.
2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify any documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services (excluding Customer Materials) for the purpose of receiving and using the Services. The Customer shall not sub-license, assign or otherwise transfer the rights granted by this clause 9.2.
3. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer.

Indemnity

1. The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Customer or any other third party arising out of or in connection with the Supplier’s breach of this Contract, or negligence or otherwise arising out of or in connection with the Supplier's, its employees, directors, or agents’ activities in relation to the Contract including but not limited to claims for (i) death or personal injury and (ii) loss of or damage to property.
2. This clause 10 shall survive termination of the Contract.

Insurance

Confidentiality

1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.
2. Each party may, solely to perform its obligations under the Contract, disclose the other party's confidential information:
   (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information must comply with this clause 12; and
   (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Termination

1. Without affecting any other right or remedy available to it, the Customer may terminate the Contract:
   a) with immediate effect by giving written notice to the Supplier if the Supplier's financial position deteriorates to such an extent that in the Customer's opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
   b) for convenience by giving the Supplier 14 days’ written notice.
2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
   a)the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
   b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
   c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

Consequences of termination

1. On termination of the Contract, the Supplier shall immediately return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
2. Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

Force majeure

General

1. Modern Slavery.
   a) The Supplier represents, warrants and undertakes that it conducts its business in a manner that is consistent with the Customer’s Modern Slavery Policy.
   b) The Supplier shall indemnify the Customer against any losses, liabilities, damages, costs (including but not limited to legal fees and expenses) incurred by, or awarded against, the Customer as a result of any breach of the Customer’s Modern Slavery Policy.
2. Assignment and other dealings. Either party shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
3. Data protection. Each party shall comply with its respective obligations under the Data Protection Legislation.
4. Notices. Any notices given pursuant to or in relation to the Contract shall be in writing and addressed to the party concerned at its principal place of business or last known address. Any notice shall be deemed delivered two days after posting or on the next Working Day after an email was sent.
5. Severance. Any provision of the contract found to be invalid or unenforceable shall, to such extent, be deemed severable and the remaining provisions of the Contract shall continue in full force and effect.
6. Waiver. Failure or delay by either party in enforcing any contract term shall not be construed as a waiver of any of that party’s rights under the Contract.
7. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
8. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
11. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.