Sensor (UK) Limited's Standard Terms & Conditions (applicable to all services and products provided by SENSOR unless specifically omitted in whole or part in writing by a Director of SENSOR).

1. Interpretation

In these conditions:

“Business Days” means a day other than a Saturday, Sunday or bank holiday when banks in London are open for business;

“Cleared Funds” are those funds paid by you in settlement of your liability for the Price and the Price of Variations but which only become a valid payment once that monetary amount appears in the bank account nominated in writing by SENSOR and is accessible by SENSOR as its own funds.

“Conditions” means these terms and conditions and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between us;

“Contract” means the contract between us for the supply of the Services;

“Services” means the services which are set out in our order acceptance (as defined below), to be supplied by SENSOR to you. The Services may include the supply of leak detection services (i.e. surveys), supply of leak detection systems (i.e. products), installation of leak detection systems, as well as testing and commissioning of leak detections systems (occasionally installed by SENSOR but often installed under separate contracts between you and a 3rd party installer. The Services for each specific contract will be limited specifically to that stated as being included in our order acceptance;

“we”, “our” or “SENSOR” means SENSOR (UK) Limited (7130916); and

“your” or “you” means the person or firm to whom we will supply Services pursuant to the Contract.

2. Basis of the Sale

2.1 We will perform the Services in accordance with our written acceptance (“order acceptance”) of your order or quote acceptance. All order acceptances are subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions whatsoever (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document or those implied by trade, custom, practice or course of dealing).

2.2 Unless otherwise stated in the quotation, a quotation given by SENSOR shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

2.3 The Contract constitutes the entire agreement between us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of SENSOR which is not set out in the Contract.

2.4 No variation to these Conditions shall be binding unless agreed in writing by a Director of SENSOR.

2.5 Any advice or recommendation given by SENSOR (or our employees, agents, consultants or subcontractors) to you (or your employees, agents, consultants or subcontractors) as to the services which you require which is not confirmed in writing by SENSOR is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any advice or recommendation which is not so confirmed.

2.6 Any drawings, designs, descriptive matter or advertising issued by SENSOR, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them and shall not form part of the Contract or have any contractual force.

3. Supply of Services

3.1 You may cancel any order for Services at any time prior to commencement of the Services provided that you shall indemnify SENSOR in full against all direct losses, damages, charges and expenses incurred by SENSOR as a result of such cancellation.

3.2 SENSOR shall use all reasonable endeavours to meet any commencement or performance dates specified in the order acceptance, but any such dates shall be estimates only and time shall not be of the essence.

3.3 SENSOR shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, which are necessary for SENSOR to correctly perform the Services or which do not materially affect the nature or quality of the Services, and we shall notify you in the event of such change and any effect this will have on the Price.

3.4 The Services shall be performed at the location set out in the order acceptance (the “Site”).

3.5 You shall:
(a) ensure that the order or quote (as appropriate) is complete and accurate;
(b) co-operate with SENSOR in all matters relating to the Services;
(c) ensure that the Site and any equipment or machinery upon which the Services are to be performed are adequate and suitable for the Services and any equipment or machinery to be installed as part of the Services (including adequate power supply);
(d) provide SENSOR, its employees, agents, consultants and subcontractors, with adequate and safe access to the Site, as is reasonably required by SENSOR, and ensure the Site are safe and ready for the performance of the Services and the carrying out of repairs and maintenance (as necessary);
(e) provide SENSOR with a copy of the asbestos registers relating to the Site;
(f) provide SENSOR with such accurate information and materials as SENSOR may reasonably require in order to perform the Services; and
(g) obtain and maintain all necessary licences, permissions, work permits (including but not restricted to those that may be required by immigration authorities where the Services are delivered outside the UK) and consents which may be required in relation to the Services before the date on which the Services are to start.

3.6 Where continuous operation of a system on which the Services are to be been carried out is a critical requirement of your business, you must ensure that adequate stand-by or back-up facilities are in place, adequate essential spare parts are held at the Site and that there is adequate access to the system for repairs to be carried out if necessary.

3.7 If SENSOR’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (a “Customer Default”):
(a) SENSOR shall without limiting its other rights or remedies have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays SENSOR’s performance of any of its obligations;
(b) you shall reimburse SENSOR on written demand for any costs or losses sustained or incurred by SENSOR arising directly or indirectly from the Customer Default.

4. Price

4.1 The price for the Services shall be the price set out in the order acceptance (the “Price”). Any additional services (the “Variations”) carried out by SENSOR shall be charged in addition to the Price.

4.2 We reserve the right, at any time, to increase the price of the Services to reflect any change in the Services, any Variations or additional work which is required (and was not envisaged on the date of the order acceptance) in order for SENSOR to properly perform the Services, any Variations or additional work which is requested by you or any delay caused by your instructions or your failure to give SENSOR adequate information, a minimum of 28 days notice to commence the Services, or instructions in a timely fashion.

4.3 The Price is exclusive of any applicable local sales taxes, which you will be liable to pay to SENSOR in addition to the Price if so required in the country where the Services are to be provided.

5. Payment Provision

5.1 Unless otherwise agreed and confirmed by SENSOR in writing:

5.1.1 Where a Contract excludes the supply of goods, we shall be entitled to receive 50% of the Price in Cleared Funds at the same time your purchase order is sent to us. SENSOR will provide a proforma invoice for this amount on request, or a sales invoice after receipt of your payment. On completion of the Services the remaining 50% of the Price will become due in full (without the deduction of any MCD and / or retention/s) along with the agreed Price of the Variations.

5.1.2 Where a Contract includes the supply of goods you will provide an Irrevocable Documentary Letter of Credit along in a form acceptable to SENSOR and its bank.

5.1.3 SENSOR will not provide any documentation of any type nor shall SENSOR issue any reports even where these constitute part of the Services until 100% of the Price plus 100% of the Price of the Variations has been received in Cleared Funds.

5.2 If you wrongfully refuse to allow SENSOR to perform the Services, the Contract is terminated in accordance with clause 12 or the Services cease or are suspended in which case SENSOR shall be entitled to invoice you for the Price in full at any time.

5.3 Subject to any special terms agreed in writing between us, you shall pay 50% of the order value when providing your purchase order as set out in clause 5.1. Where credit terms are agreed separately in writing these will be confirmed as acceptable separately in writing by a Director of SENSOR, then 100% of each invoice submitted by SENSOR shall be paid within 30 days of the date of the invoice in full and in Cleared Funds. Receipts for payment will be issued only upon written request by you and then will only be issued when the applicable amount has been received in Cleared Funds.

5.4 We reserve the right to vary the payment terms set out in this clause in the event that we deem it reasonably appropriate following receipt by SENSOR of a report from a credit reference agency.

5.5 You shall not be entitled to make any deduction or withholding, whether by way of any credit, retention, set-off, counterclaim, discount, abatement or otherwise (unless you have a valid court order relating to the same Contract for Services requiring an amount equal to such deduction to be paid by SENSOR to you before the end of the month after the month in which the invoice is rendered) notwithstanding that performance of the Services may not have taken place.

5.6 SENSOR may, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by SENSOR to you.

5.7 Time for payment of an invoice shall be of the essence under the Contract.

5.8 If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to SENSOR, we shall be entitled at our option to:

5.7.1 terminate the Contract and recover from you any and all costs and losses incurred by SENSOR in connection with the preparation for, or performance of, the Services to the date of cancellation;

5.7.2 suspend the Services and recover from you any and all costs and losses incurred by SENSOR as a result of suspension; and/or

5.7.3 charge you interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above the base lending rate from time to time of the NatWest Bank accruing on a daily basis
until payment is made, whether this occurs before or after any judgement.

5.7.4 disable leakage monitoring systems or leakage alarm systems manufactured by SENSOR that are related to the Services whether in part or in total, until such time as payment is received.

5.7.5 withhold documentation, instructions for use, certificates and reports until payments are received in Cleared Funds.

5.9 Delay in your delivery requirements once procuring and manufacturing has begun will result in invoice and storage charges as per your original order shipment date. Please note all invoices from SENSOR are generated on the shipment date of goods.

6. Changes

6.1 If you identify a requirement for a change to the Services, a change request must be sent to SENSOR detailing the change required (“Request”). On receipt, such Request shall be considered by SENSOR and SENSOR will respond to you in writing confirming what the effect of the change will be (“Variation”). Following issue of a Variation by SENSOR to you, you shall have five Business Days to consider whether to accept the Variation.

6.2 If SENSOR identifies an issue on site that materially changes the basis of the Services but which has not been identified formally in a Request. SENSOR will write to you to inform you of the effect on the Price of the
Services and if the effect has already been realised then the Price will change as per SENSOR’s advice and will constitute a accepted Variation.

6.3 If the Request relates to a matter which is material to the Services and SENSOR (in its absolute discretion) feels that the Services should be suspended pending a final decision in relation to a Request all costs and
losses incurred by SENSOR as a result of a suspension shall be recoverable from you by SENSOR.

7. Warranty

7.1 Subject to the conditions set out SENSOR shall perform the Services using the degree of skill care and diligence to be expected from a consultant experienced in the provision of services of similar scope size and complexity. SENSOR shall use reasonable endeavours to complete the Services within the time or programme agreed but shall not be responsible for any delay beyond the reasonable control of SENSOR.

7.2 If you feel that the Services have not been carried out in accordance with clause 7.1 you must notify SENSOR in writing within seven (7) days of completion of the Services.

7.3 We shall not be liable for a breach of clause 7.1 and you shall not be entitled to withhold payment of any invoice unless you have notified SENSOR in accordance with clause 7.2 of an alleged breach of clause 7.1 in which case you shall only be entitled to retain 2.5% of the total invoice value (“Retention”), excluding sales taxes, relating to the Services which are the subject of the notification pending the conclusion of the SENSOR investigation into such matter and the correction of any fault(s) to ensure the Services meet the criteria set out in clause 7.1.

7.4 All claims for breach of clause 7.1 require a visit to the Site by SENSOR in order for SENSOR to consider whether the Services have been carried out in accordance with clause 7.1.

7.5 In the event that the Services were found to comply with clause 7.1 SENSOR shall be entitled to invoice you for all costs and expenses incurred by SENSOR in visiting the Site and you shall be liable to immediately pay any Retention held.

7.6 If Sensor considered that the Services were not performed in compliance with clause 7.1 then our only liability to you shall be governed by clause 9.

7.7 Any dispute arising in relation to clause 7.1 shall be dealt with in accordance with clause 11.9 in the event that the parties are unable to reach a mutual agreement.

8. Confidentiality And Intellectual Property Rights

8.1 SENSOR and the Client shall keep confidential all information pertaining to the Services. Copyright for all reports, documents and the like (but excluding supplied goods) produced by SENSOR in the performance of the Services shall remain vested with SENSOR but SENSOR shall grant an irrevocable royalty free license to the Client to use such reports, documents and the like for any purpose in connection with the Project.

9. Liability

9.1 Notwithstanding any other term to the contrary in the Agreement or any related document including any other contract e in connection with the Services which SENSOR is a party to and whether the cause of action for any claim arises under or in connection with the Contract or any other contract as aforesaid in contract or in tort, in negligence or for breach of statutory duty or otherwise SENSOR shall have no liability to you or to any such other party to such other contracts as aforesaid in respect of any claim for loss or damage arising from pandemic, acts of war or terrorism, or from nuclear/radioactive emissions or arising from any incidence of toxic mould or asbestos but otherwise in relation to any and all causes of action as aforesaid the total liability of SENSOR in the aggregate for all claims shall be limited to a sum equivalent to ten (10) times the fee payable under the Agreement or £1,000,000, whichever is the lesser, (or, where the damage relates to contamination or pollution the total liability of SENSOR as aforesaid shall be limited to £250,000) or such other sum as may be expressly stated in SENSOR’s proposal, and further but without prejudice to the aforesaid limit of liability any such liability of SENSOR shall be limited to such sum or sums as it would be just and equitable for SENSOR to pay having regard to SENSOR’s responsibility for the same and on the basis that all other parties appointed or to be appointed by you to perform related services in connection with the Services shall be deemed to have provided undertakings on terms no less onerous than this Contract and shall be deemed to have paid to the Client such contribution as it would be just and equitable for them to pay having regard to their responsibility for any loss or damage and providing that it shall be deemed that such parties have not limited or excluded their liability to you for such loss or damage in any way which may be prejudicial to SENSOR’s liability under this clause. Nothing in this clause shall operate to exclude or limit SENSOR’s liability for death or personal injury.

9.2 You shall indemnify and keep indemnified SENSOR from and against all claims, demands proceedings, damages, costs and expenses arising out of or in connection with this Contract or the Services arising from pandemic, acts of war or terrorism or from nuclear/radioactive emissions or arising otherwise in excess of the liability of SENSOR under this Contract, which may be made in respect of events occurring after the expiry of the period of liability stated in this Contract.

9.3 No action or proceedings under or in connection with this Agreement shall be commenced against SENSOR after ther expiry of six years from completion of the Services.

9.4 SENSOR at its discretion may issue warranties to third parties but subject always to a condition that the aggregate liability of SENSOR arising across all warranties and this
Contract shall not exceed the total liability stated in this clause 9.2.

9.5 Nothing in these Conditions shall limit or exclude SENSOR’ liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation.
9.6 Subject to clause 9.1:
(a) SENSOR shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or e otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) SENSOR' total liability to you in respect of all other losses arising under or in connection with the Contract, whether e in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Price.
(c) Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.7 SENSOR shall not be liable for the acts or omissions of any person or firm present or working at the Site other than o its own employees, agents, consultants or sub-contractors and SENSOR’ liability shall be limited so as to be in proportion to its relative contribution to the overall fault of SENSOR, you and any other person in respect of any loss y which occurs and our liability shall not be increased by reason of any other person or firm imposing limits of their liability.

9.8 This clause 9 shall survive termination of the Contract.

10. Insurance

10.1 SENSOR shall arrange Professional Indemnity Insurance cover for the amount stated in clause 9.2. SENSOR will use all reasonable endeavours to maintain Professional Indemnity Insurance cover for the period stated in clause 9.5 above, providing such insurance remains available to SENSOR at commercially reasonable rates and terms.

11. Termination

11.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving f written notice to the other party if:
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(k) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

11.2 Without limiting its other rights or remedies, SENSOR shall have the right to suspend provision of the Services under e the Contract or any other contract between you and SENSOR if you become subject to any of the events listed in clause 11.1(b) to clause 11.1(k), or SENSOR reasonably believes that you are about to become subject to any of them.

12. Consequences of Termination

12.1 On termination of the Contract for any reason:
(a) you shall immediately pay to SENSOR all of SENSOR's outstanding unpaid invoices and interest and, in respect r of Services supplied but for which no invoice has been submitted, SENSOR shall submit an invoice, which shall be payable by you immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

13. General

13.1 Any notice required or permitted to be given by either of us to the other under these Conditions shall be in writing addressed to the other at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery. Any notice shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the
second Business Day after posting.

13.2 In these Conditions a reference to a party includes its successors or permitted assigns.

13.3 SENSOR shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of an event beyond its reasonable control including but not limited to pandemic, strikes, act of God, act of terrorism, war, compliance with any law, fire or flood etc. If such event prevents SENSOR from providing any of the Services for more than 4 weeks, SENSOR shall, without limiting its other rights or remedies,
have the right to terminate this Contract immediately by giving written notice to you.

13.4 Each party shall keep in strict confidence all technical or commercial know-how, specifications, designs, processes or information which are of a confidential nature and have been disclosed to it by the other (its employees, agents or subcontractors) and any other confidential information concerning the other party’s business or its products or its services.

13.5 A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.6 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.7 SENSOR may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. You shall not, without the prior written consent of SENSOR, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the
Contract.

13.8 If any provision of these Conditions is held by English Courts to be invalid, illegal or unenforceable in whole or in that e provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13.9 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of England and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts and expressly agree to settle disputes in the English Courts and not by an form of alternative dispute resolution (including but not limited to Arbitration, Adjudication and Mediation) whether implied by statutory or non-statutory laws or not.

13.10 Notwithstanding clause 13.9, SENSOR may enforce any awards by the English Courts in any Court of competent jurisdiction wheresoever situated.