TERMS AND CONDITIONS OF SALES AND SERVICES

This document (“Conditions”) together with pricing applicable to the Products or Services that you are buying together form the whole (“Agreement”) between Enica Limited (“Enica”) and you (“Customer”) and prevail in this order in case of conflict unless otherwise agreed in writing.

1 Definitions

IPR: “Intellectual Property Rights”, patents, trademarks, registered designs & applications for the same, copyright, design rights, know-how, trade & business names & any other similar protected rights in any country. Order: request by customer to purchase product or services from Enica. Price: the charge for products &/or services payable by customer to Enica. Quotation: written quotation for the supply of products &/or services provided by Enica for the customer.

Services: customisation, training, consultancy and support services carried out by Enica. Service Offerings: the service options offered by Enica as described in any current document published by Enica physically &/or on its Internet site, or in any Quotation. Software: computer operating systems, middleware, applications or other software that is manufactured or owned by Enica or licensed by Enica. Third Party Products: products not manufactured, assembled or authorised by Enica that Enica sells.

Third Party Software: computer operating systems, middleware, applications or other software from a third party editor or licensor.

2 Terms Of Use

Your statutory rights are not affected by any of the following terms and conditions.

3 Services and Conditions of Use

As part of our service, we agree to provide you with information and other services that we may decide to offer, subject to the terms of this agreement. Upon notice published through the service, we may modify this agreement at any time. You agree and continue to agree to use our services in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out in the policies and guidelines outlined below. Please note that you will be referred to as 'customer' in this agreement.

4 Quotations Orders and Changes

Enica quotations are valid only if in writing and for 30 days after the quotation date unless otherwise stated in the quotation. All orders for products &/or services shall be regarded as an offer by customer to purchase products &/or services under the terms of this agreement and not under any other terms stated on such orders.

Enica reserves the right to reject any order from a customer.

Enica accepts customer’s offer to purchase under this agreement and makes a binding agreement by accepting an order or delivering the relevant products and services. Enica reserves the right to make changes to ordered specifications but will identify any such changes in writing. Enica guarantees that any such changed Products or Services will offer at least equivalent functionality and performance.

5 Price and Payment

The price that customer has to pay will be shown on Enica’s quotation, invoices or where purchased Online, the website. The cost of travel, accommodation expenses, freight, insurance, import or export, duties or other associated costs such as delivery, sales, value add, excise taxes shall be added unless already specified as included in the price.

Where credit facilities are given, the customer must pay within 15 or 30 days of the date of invoice subject to the credit status defined by Enica. The payment schedule (15 or 30 days) will be clearly indicated on the invoice. Enica may suspend delivery of product &/or service until full payment is received. Enica reserves the right to charge interest at 2% per calendar month on any overdue amounts from the date of the invoice until the date when payment is actually made.

Enica reserves the right to withdraw any discounts offered at the time of order where payment of an invoice is overdue. For orders to be delivered in installments over time, Enica may adjust the prices due to changes in exchange rates, duties, insurance, freight, handling & purchase costs.

6 Delivery of Products

Most items are usually delivered within 2-3 working days from when you place your order subject to stock availability. Enica reserves the right to charge additional delivery costs for large or heavy orders. Enica Ltd uses a variety of courier service companies. We cannot guarantee which courier service company will be used. We are unable to offer a next day service to the Highlands of Scotland and Northern Ireland and all countries outside of the UK. Any delivery date specified in the quotation is an estimate only. For practical reasons, products may be delivered by installments, which shall be communicated to customer.

Our standard delivery charges apply to UK mainland only. For deliveries to the Channel Islands, Isle of Wight, Isle of Man, Orkney, Shetland and Scottish Islands, Northern Ireland the Republic of Ireland or the rest of the world, please call Enica Ltd who can make special transport arrangements.

7 Cancellation and Refunds of Products

If you wish to return goods correctly supplied to your order, you must notify Enica Ltd within 7 days of delivery and providing the goods are unused, in their original condition and in their original packaging we will offer you a refund less the cost of return carriage (if return carriage is paid for by Enica) and a 20% handling charge. If goods delivered are damaged or faulty, please contact Enica within 7 days of delivery.

Shortages or non-delivery should be notified within 7 days of the invoice date. The problem will be investigated and replacements dispatched as soon as possible. If you have an Internet order query, please contact Enica Ltd on 01443 844224, or email sales@enica.co.uk.

8 Ownership and Risk

Ownership of products passes to Customer on the receipt by Enica of full payment for the product. Enica may recover any product supplied at any time prior to ownership passing if customer is in breach of these conditions. Risk passes to the customer on delivery of products to customer or to their representative.

9 Acceptance of Products on Delivery

Customers may only reject products for material non-conformity with the products description by providing written notice to Enica within 7 days after delivery or otherwise customer shall be deemed to have accepted the Products.

The customer shall notify Enica promptly following delivery of any missing, incorrectly delivered, incorrect specification, or otherwise not as ordered products or products which are damaged or are defective.

Where Products can be returned to Enica by customer under the terms of this Agreement, it should either be returned to Enica or be made available for collection at a time which is mutually convenient insofar as possible. Customers should act reasonably in complying with a request by Enica to collect product at a particular time.

Where products are returned by a customer, Enica reserves the right to charge a re-stocking fee and for any postage charges incurred. Full details of the returns and refund policy are shown at www.enica.co.uk.

10 Goods Damaged in Transit and Short Deliveries If goods delivered are damaged in transit or items are missing the carriers note should be endorsed accordingly. No responsibility will be accepted for damaged or missing items that have been signed for as received in good condition. If goods are damaged or missing then please immediately contact Enica Ltd who will investigate the problem and arrange for the dispatch of replacement goods as applicable. Shortages, damage or non-delivery should be notified within 4 days of the invoice date.

11 Warranties, Repairs, Replacement and Provision of Service Products

Enica will, within a reasonable time of having been notified of the defect, repair &/or replace materially defective products during the 12 month period post delivery or for such longer period as is detailed in the applicable service offering. These obligations are dependent upon proper use of products & do not cover any parts of products which have been modified, or repaired without Enica’s prior written consent or products that have been stolen or maliciously damaged.

If Enica makes repairs to products under service offerings it does so by using components which are new or equivalent to new in accordance with industry standards and practice. Certain repairs or replacements may be carried out by customer under instruction by Enica. Replaced or repaired parts carry the relevant service offering warranty until the end of the original warranty period as described in the services offering.

12 Installation of Hardware (Where Enica is responsible for Installation)

Enica shall be entitled to sub-contract any of the services outlined in the quotation if it anticipates that it will be unable to meet the timescale set out in the quotation or if a particular activity cannot be completed in-house.

Enica will not be held responsible for the integrity, accuracy or functioning of any part of a meter or any other hardware or devices connected to that meter to which Enica equipment may be attached, whether owned by a billing company, meter owner or the site itself. The customer shall accept that the failure or poor performance of any meter or any equipment to which the Enica hardware is attached may impact upon the quality of data obtained from the Enica hardware.

Enica will not be responsible for the maintenance of any meter being read by Enica's systems nor will it be responsible for the maintenance or operation of any other devices connected to the meters even if these devices impact upon the operation of any hardware supplied by Enica.

Enica reserves the right to charge for the re-connection of any device provided to the customer by Enica should a meter be changed or additional datalogging devices be added to the meter by any third party (such as a billing company or meter asset manager) and the Enica device not be re-connected or not re-connected correctly. Enica reserves the right to charge the customer for any time, materials or other services required in the re-connection of a device to a meter. In these instances the customer shall accept that loss of data may occur.

Some of Enica’s systems use radio, GSM, Ethernet and other communications protocols or methods to transfer data. In some of these instances the service of data transfer and associated infrastructure is handled by others. Enica will not be responsible for the performance of 3rd parties used for the transfer of data and reserves the right to charge for any alterations required to restore the data flow if required.

Enica’s obligations to the customer shall be suspended if Enica is prevented from carrying out the specified services or hindered in doing so by reason of act of god, fire, explosion, accident or any matter or condition beyond its reasonable control.

If requested by the customer Enica shall provide all relevant health and safety documentation relating to the site works prior to commencement of any site activity.

Where damage or malfunction occurs with Enica installed equipment and is not the cause of any activity, action or equipment provided by Enica, then repair and/or diagnosis costs will be charged to the customer.

The customer shall:-

Provide un-hindered access to all areas of site, including meter cupboards and pits at reasonable times of day.

Provide to Enica any necessary Health & Safety information or site induction briefing prior to commencement of site works.

If Enica recommends that the customer should engage other parties to carry out certain services, Enica shall have no liability in respect of such recommendation or the performance of such service by others.

13 Force Majeure

Neither party is responsible for non-performance in case of circumstances beyond its reasonable control (“Force Majeure”) including without limitation, strikes, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforeseeable transport or production problems affecting companies that supply Enica. If the Force Majeure event lasts longer than 60 days then Enica shall have the right to terminate the agreement by providing notice in writing to customer & returning all sums paid by customer under the agreement. No compensation to customer will then be due in these circumstances.

14 Liability Neither party excludes or limits to the other party for death or personal injury caused by its own negligence of its employee’s agents or sub-contractors. The liability of either party for damage to property of the other or third parties whether arising in contract, tort or otherwise out of or in connection with this Agreement for any and all such claims shall be limited severally and in aggregate to £1,000,000. The liability of Enica out of or in connection with this Agreement for any liability including liability for negligence or any other tort of any common and/or statutory cause of action for any and all claims shall be limited severally and in aggregate to a sum equal to the Price. Neither party shall have a liability to the other party by way of indemnity or by reason of any breach of the Agreement or statutory duty or by reason of tort (including but not limited to negligence) for any loss of profit, loss of use, loss of contracts or for any financial or economic loss or for any damages or losses, special, direct, indirect or consequential loss or damages whatsoever that may be suffered by either party, other than as provided under this Agreement.

15 TUPE

Customer shall keep Enica fully indemnified against any claims, costs, demands, awards, compensation or other liability of any nature arising out of the termination of the employment rights (by way of redundancy or otherwise) or deemed transfer of any employment rights of any employees of the Customer or otherwise resulting from the entering into or termination of any Order, Services or this Agreement (in whole or in part) for whatsoever reason.

16 Export Control

The customer is advised that the product, which may include technology & software, is subject to EU and US export control laws & laws of the country where it is delivered or used. Under these laws, product may not be sold, leased or transferred to restricted end-users or countries or for restricted end-uses. The customer agrees to abide by these laws.

17 Data Protection

Personal data obtained by Enica from the customer shall be held & processed in accordance with applicable laws and consistently with Enica’s Privacy Policy. Enica may share such personal data with other Enica entities, agents, or subcontractors performing services for Enica. Enica may also transfer personal data to affiliated companies or agents or subcontractors which may be outside the European Economic Area (EEA), in which case Enica will ensure adequate protection to safeguard personal data.

18 Confidentiality

Each party undertakes at all times to hold in confidence for the other party, to use only for the purposes hereof and not print, publicise or otherwise disclose to any third party, confidential information of the other party. Confidential information of the other party does not however include any document, material, idea, data or other information which: a) is known to the receiving party, under no obligation of confidence, at the time of disclosure by the other party; or b) is or becomes publicly known through no wrongful act of the receiving party; or c) is lawfully obtained by the receiving party from a third party who in making such disclosure breaches no obligation of confidence to the other party; or d) is independently developed by the receiving party; or e) is disclosed by the other party to a third party under no obligation of confidence.

In the event of disclosure of confidential conformation to a third party, the defaulting party shall use all reasonable endeavors to assist the other party in recovering and preventing such third party from using, disseminating, selling or otherwise disposing of such.

19 Termination

Either party may terminate this agreement or any order if the other: a) commits a material or persistent breach of these conditions and fails to remedy such breach within 30 days of written notice being given to it by the other party requiring a remedy;

b) becomes insolvent or bankrupt or is unable to pay debts as they fall due.

Enica may terminate this agreement or any order with immediate written notice if customer fails to pay on time or breaches or Enica reasonably suspects customer has breached export control laws.

20 Law & Jurisdiction

This agreement is governed by English Law and the exclusive jurisdiction of the English courts.

21 Assignment & Sub-contracting

Enica may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part. Customers may do so only with Enica’s written consent.

22 Miscellaneous

If any part of these conditions are found to be unenforceable by a court, the rest are unaffected.

All notices must be in writing & sent to a legal officer of each party, at the address provided on the invoice. This agreement forms the entire agreement of the parties in relation to the relevant order to the exclusion of all other terms or representations verbal or otherwise and Enica shall have no liability in relation to such terms or representations.

23 Rules for Online Conduct

By using this service, you agree that you will not attempt to undermine the integrity of the website www.enica.co.uk or associated websites.

23 Limitation of Liability and Warranty

CUSTOMER AGREES THAT USE OF THE SERVICE IS ENTIRELY AT CUSTOMER'S OWN RISK. SERVICES ARE PROVIDED 'AS IS,' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE LICENSED TO THE CUSTOMER AND THE RESULTS OBTAINED THROUGH THE SERVICE. SPECIFICALLY, WE DISCLAIM ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES; AND 2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. CUSTOMER SPECIFICALLY ACKNOWLEDGES THE SERVICE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER CUSTOMERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CUSTOMER.

NEITHER THE SERVICE NOR ANY OF ITS AGENTS, AFFILIATES OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. CUSTOMER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SERVICE.
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