APPLICATION OF CONDITIONS
1.1 These conditions (Conditions) shall apply to and be incorporated into any purchase order (Purchase
Order), and shall prevail over any inconsistent terms or conditions contained, or referred to, in the
Purchase Order, or any terms or conditions implied by law, trade custom, practice or course of dealing.
The Conditions and the Purchase Order form a contract (the Contract) between Pinnacle Response
Limited incorporated and registered in Northern Ireland with company number N1064919 whose registered
office is at Unit 13, Harbour Court, 5 Heron Road, Belfast, County Antrim, BT3 9HB (Pinnacle) and the
Customer whose name, address and contact details are stated on the Purchase Order (you and your).
1.2 Each Purchase Order constitutes an offer by you to purchase the goods (Goods) specified in the Purchase
Order. Your offer shall be accepted by Pinnacle arranging for delivery of the Goods to you, whereupon a
contract for the supply and purchase of those Goods on these Conditions will be established. Your
standard terms and conditions (if any) attached to, enclosed with or referred to in any other document shall
not govern the Contract.
1.3 Price quotations are given by Pinnacle on the basis that no contractual arrangement shall come into
existence except in accordance with Condition 1.2. Any such quotation is valid for a period of thirty days
from its date.
1.4 These Conditions apply to all Pinnacle's sales to business customers. If you are purchasing as a
consumer, you should notify Pinnacle as soon as possible.
1.5 You shall ensure that the terms of the Purchase Order are complete and accurate.
2. COMMENCEMENT AND DURATION
2.1 Pinnacle’s intention is to avoid cancelling any delivery wherever reasonably possible. However, where
delivery of any Product is prevented by matters beyond Pinnacle’s reasonable control, Pinnacle will notify
you as soon as reasonably possible after becoming aware of this fact. In the event of such cancellation,
Pinnacle will refund you any deposit paid by you and as stated in the Purchase Order (Deposit).
3. DELIVERY OF GOODS
3.1 Subject to the provisions of Conditions 3.2 and 3.3, Pinnacle will deliver the Goods on the date (if any)
specified in the Purchase Order (the Delivery Date). Unless otherwise agreed in writing by Pinnacle,
delivery of the Goods shall take place at the delivery point specified in the Purchase Order (Delivery
Address).
3.2 All deliveries shall be made between the hours of 9.00 a.m. and 5.00 p.m. from Monday to Friday unless
otherwise agreed. If Pinnacle and you agree a delivery time outside normal working hours Pinnacle
reserves, and you accept as reasonable, the right to charge an additional sum in respect of the delivery.
3.3 You agree and accept that any dates specified by Pinnacle for delivery of the Goods are intended to be an
estimate and time for delivery shall not be made of the essence by such notice. If no dates are so
specified, Pinnacle will use reasonable endeavours to procure that delivery shall be within a reasonable
time.
3.4 If for any reason you fail to accept delivery of any of the Goods, or Pinnacle is unable to deliver the Goods
on time due to reasons within your reasonable control (including by virtue of you not providing appropriate
instructions, documents, licences or authorisations):
3.4.1 risk in the Goods shall pass to you (including for loss or damage caused by Pinnacle's negligence), and
the Goods shall be deemed to have been delivered in each case at the point in time at which Pinnacle was
due to deliver the Goods in accordance with Condition 3.1,
3.4.2 any warehouse receipts shall serve as substitutes for the shipping documents in all respects and you
undertake to reimburse Pinnacle any and all expenses so incurred within fourteen days of Pinnacle's first
demand, and
3.4.3 Pinnacle may store the Goods until delivery, whereupon you shall be liable for all related costs and
expenses thereof (including storage and insurance).
3.5 You shall meet any delivery, transportation or insurance costs incurred in the delivery by Pinnacle of any
Goods where the order is for Goods at a cost less than £500 excluding VAT. You shall also meet any and
all re-delivery costs, or costs due to re-routing and/or surcharges which are the result of circumstances or
events that are within your reasonable control.
3.6 Pinnacle may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and
paid for in accordance with the provisions of the Purchase Order. The quantity of any consignment of
Goods as recorded by Pinnacle upon despatch from Pinnacle's place of business shall be conclusive
evidence of the quantity received by you on delivery unless you can provide evidence to Pinnacle's
reasonable satisfaction proving the contrary.
3.7 Subject to the other provisions of these Conditions (including in particular Condition 8) you agree and
accept as reasonable that Pinnacle shall not be liable for any direct, indirect or consequential loss (all three
of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and
similar loss), costs, damages, charges or expenses caused directly or indirectly by:
3.7.1 any delay in the delivery of the Goods (nor shall any delay entitle you to cancel the delivery unless such
delay exceeds sixty days); and/or
3.7.2 any non-delivery of the Goods, or any Goods missing from your order, unless you give written notice to
Pinnacle of the non-delivery or missing Goods within three working days of the Delivery Date. You agree
and accept that in the event of such notice being given, Pinnacle's liability:
a for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a
credit note against any invoice raised for such Goods;
b for missing Goods shall be limited to replacing the missing Goods within a reasonable time.
3.8 You shall notify Pinnacle in writing and shall substantiate to Pinnacle's reasonable satisfaction any claim of
erroneous dispatch and/or apparent damage to the Goods supplied within ten working days of receipt of
the Goods. The notice should include the date and number of Pinnacle's invoice. All Goods returned must
be packed in their original packaging with insurance and postage prepaid by you.
4. TITLE TO THE GOODS
4.1.1 Title in the Goods shall not pass to you until Pinnacle has received in full (in cash or cleared funds) all
sums due to it in respect of the Goods.
4.2 Until title in the Goods has passed to you, you shall:
4.2.1 hold the Goods on a fiduciary basis as Pinnacle's bailee,
4.2.2 store the Goods (at no cost to Pinnacle) separately from all other goods of you or any third party in such a
way that they remain readily identifiable as Pinnacle's property,
4.2.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods, and
4.2.4 maintain the Goods in satisfactory condition and keep them insured on Pinnacle's behalf for their full price
against all risks to the reasonable satisfaction of Pinnacle. On request, you shall produce the policy of
insurance to Pinnacle.
4.3 Pinnacle shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the
Goods has not passed from Pinnacle.
4.4 You grant Pinnacle, its agents and employees an irrevocable licence at any time to enter the Premises in
order to inspect the Goods, or to exercise its rights contained in Condition 7.3.
5. WARRANTIES
5.1 Subject to Conditions, Pinnacle warrants that for the period of twelve months from delivery of any Goods
(such period the Warranty Period), those Goods shall be of satisfactory quality within the meaning of the
Sale of Goods Act 1979 and shall not contain or develop defects appearing under proper use.
5.2 Pinnacle shall not be liable for a breach of the warranties in Condition 5.1 unless you give written notice of
the defect to Pinnacle within the Warranty Period and in any case within ten days of the time when you
discover the defect, and (if so requested by Pinnacle) the defective Goods have been returned to such
address or location as indicated by Pinnacle at your cost and Pinnacle is given a reasonable opportunity to
examine such Goods.
5.3 Pinnacle shall not be liable for a breach of the warranties in Condition 5.1 if:
5.3.1 you make any further use of the Goods after giving such notice, or
5.3.2 the defect arises because you failed to follow Pinnacle's instructions as to the storage, installation,
commissioning, use or maintenance of the Goods (or any item connected to or interoperating with the
Goods) or (if there are none) good trade practice, or
5.3.3 you or your agent alters, repairs, calibrates or performs maintenance on the Goods without the written
consent of Pinnacle, or
5.3.4 the defect arises because of your misuse of the Goods, abuse, negligence, accident or loss, or
5.3.5 the Goods are damaged in transit.
5.4 If any of the Goods do not conform to the warranties in Condition 5.1, Pinnacle's sole obligation and liability
shall be at its option either to repair or replace such Goods (or any defective part thereof), or to refund you any sums paid by you as payment of the price for the goods detailed on the Purchase Order (Price). Upon fulfilling this obligation Pinnacle shall have no further liability for a breach of the warranties in Condition 5.1.
Any Goods replaced or refunded shall be returned to and shall belong to Pinnacle.
6. NO OBLIGATION TO INSTALL
6.1 Pinnacle will not be responsible for, and shall have no control over, the manner in which installation of the
Goods by you or on your behalf occurs at your or your customer’s premises. You accept and agree as
reasonable that:
6.1.1 Pinnacle neither assumes liability for nor offers any warranty for any such installation, or for the fitness or
adequacy of the premises or the utilities available at the premises in which the Goods are to be installed,
used or stored; and
6.2 you will indemnify and keep indemnified Pinnacle against any fully against all claims, proceedings, actions,
damages, legal costs, expenses (including legal expenses) and any other liabilities whatsoever arising out
of, in respect of or in connection with the installation of the Goods.
7. PAYMENT
7.1 You agree to pay Pinnacle as follows:
7.1.1 the Deposit upon signature by you of the Purchase Order;
7.1.2 the balance of the Price within [thirty] days of your receipt of an invoice from Pinnacle.
7.2 No payment shall be deemed to have been received until Pinnacle has received cleared funds. The Price
shall be exclusive of any applicable sales, excise, use, import or customs duties, (including any value
added tax) [and all costs or charges in relation to packaging, loading, unloading, carriage and insurance],
all of which amounts you shall pay in addition when you are due to pay for the Goods.
7.3 Without prejudice to any other right or remedy that it may have, if you fail to pay Pinnacle on the due date,
Pinnacle may charge interest on such sum from the due date for payment at the rate prescribed under the
Late Payment of Commercial Debts (Interest) Act 1998, and/or suspend delivery of Goods until payment
has been made in full; and/or enter your premises (whether itself or by agents and with or without vehicles)
during normal business hours to repossess any Goods.
7.4 Time shall be of the essence as regards your obligation to pay any amount under the Contract. Pinnacle
may, without prejudice to any other rights it may have, set off any liability of you to Pinnacle against any
liability of Pinnacle or any of its affiliates under any agreements with you to you.
8. LIMITATION OF LIABILITY
8.1 This Condition 8 sets out the entire financial liability of Pinnacle (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to you in respect of any breach of the Contract,
and/or any use made by you of the Goods, and/or any representation, statement or tortious act or omission
(including negligence) arising under or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent
permitted by law, excluded from the Contract. For the avoidance of doubt, this includes any warranty that
the Goods will be fit for purpose, will meet your requirements or operate uninterrupted or error free.
8.3 Nothing in these Conditions limits or excludes the liability of Pinnacle for death or personal injury resulting
from the negligence of Pinnacle, or for any damage or liability incurred by you as a result of fraud or
fraudulent misrepresentation by Pinnacle, or any other liability which cannot be limited or excluded under
English law.
8.4 Subject to Condition 8.3:
8.4.1 Pinnacle shall not be liable for loss of profits, or loss of business, or depletion of goodwill and/or similar
losses, or loss of anticipated savings, or loss of goods, or loss of contract, or loss of corruption of data or
information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or
expenses;
8.4.2 Pinnacle's total liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise arising in connection with the performance or contemplated
performance of the Contract shall be limited in aggregate to the Price.
9. FORCE MAJEURE
9.1 Neither party will be liable for any breach of this Contract to the extent that the breach results from that
party’s being prevented by any cause beyond that party’s reasonable control, (including without limitation
Acts of God, fire, explosion, epidemic or flood; war or national emergency; riot, civil commotion, lock-outs,
strikes or other labour disputes; restraint or delays affecting carriers or inability or delay in obtaining
supplies of adequate suitable materials; import or export regulations or embargoes (including without
limitation the failure of Pinnacle’s suppliers to obtain any necessary export permits, licences or other
authorisations); acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of
any governmental, parliamentary or local authority).
9.2 If the cause detailed in Condition 9.1 continues for a period of 30 days, either party may by notice to the
other party terminate the provisions of this Contract. In the event that the contract is terminated for this
reason before Pinnacle has delivered the Product, Pinnacle will refund you all sums paid by you to
Pinnacle in accordance with this Contract.
10. GENERAL
In this Contract words in the singular shall include the plural and vice versa. A reference to a statute or
statutory provision is a reference to it as it is in force for the time being, taking account of any amendment,
extension, or re-enactment and includes any subordinate legislation for the time being in force made under
it. Where the words include(s), including or in particular are used in these terms and conditions, they
are deemed to have the words without limitation following them and where the context permits, the words
other and otherwise are illustrative and shall not limit the sense of the words preceding them.
11. VARIATION
No variation of the Contract or of any of the documents referred to in them shall be valid unless it is in
writing and signed by or on behalf of each of the parties.
12. WAIVER
12.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to
whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided
otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law. Any
waiver by either party of any breach of, or any default under, any provision of the Contract by the other
party shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the
other terms of the Contract.
13. SEVERANCE
13.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of
competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any
invalid, unenforceable or illegal provision of the Contract would be valid, enforceable or legal if some part
of it were deleted, that provision will apply with whatever modification is necessary to make it valid,
enforceable and legal.
14. ENTIRE AGREEMENT
The Contract constitutes the entire agreement and understanding of you and Pinnacle and supersedes any
previous agreement between you and Pinnacle relating to the subject matter of the Contract. Any
specifications or advertising issued by Pinnacle and any descriptions or illustrations contained within
Pinnacle’s website or brochures will not form part of the Contract. Such information is by way of guidance
or illustration only, and may not bear any relationship with the Goods. You acknowledge that you have not
relied on any statement, promise or representation made or given by or on behalf of Pinnacle which is not
set out in the Contract. Nothing in this Condition shall, however, operate to limit or exclude any liability for
fraudulent misrepresentation.
15. GOVERNING LAW AND JURISDICTION
15.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be
governed by, and construed in accordance with, the law of Northern Ireland. The parties irrevocably agree
that the courts of Northern Ireland shall have non-exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with the Contract or its subject matter.
