Terms & Conditions

 

1)     Definitions

a) TUM means TOPUPMETERS Ltd, and shall include its successors and assignees.
b) Client shall mean a person firm or company to whom TUM supplies products and/or services.
c) Contract shall mean any agreement between TUM and the Client for supply of products or services.
d) Products means products supplied by TUM , which may be products manufactured by TUM or products supplied by TUM acting as a reseller of products made by other manufacturers, and may include electronic and other products, computer hardware and software, manuals and documentation.
e) Services means hardware and software services provided by TUM to a Client and may include consultancy, site survey, project management, systems engineering, configuration and commissioning, installation, maintenance and repair.
f) Contract Price shall mean the sum named in the contract and is ex-works, and unless specifically mentioned is exclusive of VAT and delivery charges which are payable in addition at rates current at the time of invoice.
g) Site shall mean the place to which product shall be delivered or at where services shall be conducted, as described in the contract.
h) Completion means the date of supply of Product or in the case of supply of Services the date at which the Products and services comprising a completed system are fully operational at the Client’s site.

 

2)     Contract

a) Any quotation submitted by TUM to the Client shall constitute an offer and shall remain open for a period of 90 days from the quotation date.
b) Placement of an order indicates complete acceptance of these General terms and Conditions.
c) Any amendment to these terms and conditions shall not apply unless it is agreed in writing by TUM .
d) Any terms of purchase contained or implied in the Client’s order form inconsistent with these terms and conditions will not apply unless expressly accepted by TUM .
e)  TUM terms and conditions will in their entirety prevail over those, if any, of the client unless otherwise agreed by TUM .
f)  Where equipment or services pertaining to an order are delivered in stages TUM will invoice for such equipment and services as and when supplied.
g) Orders are placed at a net sum which may not be subjected to retention or other discounts or withheld amounts unless subject to prior agreement by TUM .

 

3)     Cancellation

a) The client is bound to take delivery and pay for goods once an order has been placed.
b)  TUM may at its discretion agree to suspend delivery of goods in which case the client will pay a minimum cancellation charge of 25% of the value of the order.

 

4)     Liability

a) Any liability for any claims for incidental injury, loss or damage made by the Client arising out of or in connection with any of the products or any act, omission or neglect in the performance of services by TUM or its agents shall be limited to the invoiced value of the contract.
b) TUM shall not be liable for any consequential loss or damage, however caused.

 

5)     Confidentiality

a) TUM and the Client shall keep confidential any information obtained under the contract and shall not divulge any such information without the consent of the other party.
b) The property and copyright in all documents and drawings submitted to the Client will remain the property of TUM .

 

6)     Payment

a) The contract price will be invoiced as detailed in TUM quotation, the Client’s accepted purchase order, or TUM service agreement.  Where appropriate invoices may be raised at intervals as stages of the project are completed.
b) In some cases such as high value orders or uncertainty of client’s credit rating TUM may request payment in full or in part prior to delivery of goods and or services.
d) Payment of invoices for customers with a credit account will be made no later than the end of the month following the month of invoice.
e) TUM may charge interest on any unpaid balance at a rate of 4% above the current HSBC base rate .

 

7)     Title

a) Property in products shall not pass to the Client until paid in full.
b) The Client acknowledges that the supply of product which may include supply of software includes a personal non-transferable and non-exclusive licence to use such software with the product and on any nominated site.
c) In the event of default in payment by the Client TUM may without further notice terminate the contract and enter the site and recover any or all products in respect of which full payment has not been made.

 

8)     Delivery and Installation

a) TUM will endeavour to comply with any dates agreed for delivery and/or installation of product and services.  Such dates will not be binding upon TUM and any failure to comply with such dates will not constitute a breach of contract.
b) The Client will not be entitled to delay delivery of product or services other than with the written agreement of TUM who is not obligated so to do.
c) If the contract does not state any date for delivery the Client will accept such products or services as are mentioned when they are ready for operation or delivery.

 

9)     Inspection, Testing and Completion

a) TUM will ensure that all inspection and/or testing of Product is completed prior to despatch or at the Site as required by the Contract.
b) When the Product has been delivered to the Site and installed in accordance with the Contract the system comprising the Products, interconnected and configured as appropriate, will be left in a fully operational condition and appropriate reports and certificates will be delivered to the client.  Such a fully operational and documented system is considered at a state of Completion at which point the client will be invoiced for any Services and any goods remaining un-invoiced as listed in the Contract.

 

10)  Warranty

a) The warranty period shall be 12 months from the date of supply of products, or in the case of supply of Products and Services, the date of completion of work at a Client’s site.
b) During the warranty period TUM will use its best endeavours to keep the product operational including repair or replacement at TUM’s option of any defective product at no cost to the Client.
c) During the warranty period any repair or replacement will be conducted at the premises of TUM and any defective product will be returned to TUM by the Client. TUM will assist without charge in the identification of such faulty equipment, though any visits to site requested by the Client will be at the Client’s expense.
d) The warranty shall be inoperative in the event of, failure of the Client to maintain a suitable operating environment, use of products for purposes other than those for which they were supplied, causing of accidental damage or neglect, failure by the client to observe proper operating procedures laid down by TUM or other equipment manufacturer, alterations or additions to the product or relocation of the product without the approval of TUM .

 

11)  Client Obligations

a) It is the responsibility of the Client to provide and maintain suitable and adequate environmental and operating conditions for the Product.
b)  Any additional costs incurred by TUM due to the Client’s failure to prepare or maintain the Site suitably or the location at which the Product is to be or is installed or to provide the facilities reasonably required for TUM to fulfil its duties and obligations under the Contract shall be borne by the Client.

 

12)  Termination

a) Either party shall have the right to terminate the Contract if the other party is in material breach of the Contract and does not rectify this breach within 30 days of receipt of notification thereof.

 

13)  Assignment

a) The Client shall not be entitled to assign the Contract or any part thereof.

 

14)  Force Majeure

a) Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances beyond its control, including but not limited to trade disputes, breakdown of plant, delay by suppliers, lightning strike, fire, theft, riot, war, terrorist action, prohibition of export or import or act of god.

 

15)  Notice

a) Any notice to be given hereunder either by the client or by TUM shall be in writing and shall be delivered or sent by post or by facsimile or by email to the relevant party at its principal office or other suitable address.

 

16)  Law

a) These general terms and conditions and each and every Contract made pursuant thereto shall be construed and interpreted in accordance with the laws of England.

 

17)  Refund Policy

a) You have the right to cancel within seven days of any order placed with TOPUPMETERS, or seven days of receipt of the goods (whichever is the longer). You will receive a full refund. To return any goods please contact us.