Terms & Conditions

This Agreement is between Supra UK Ltd T/A Sentico (Company No. 3294833) of 24 The Furlong, Berry Hill Industrial Estate, Droitwich, Worcestershire WR9 9AH (hereinafter called Supra) and the Customer (whose name appears on the front of this customer agreement form).

1. Duration of agreement
This Agreement shall last initially for a period of one year and shall continue from year to year from the anniversary of the date of this Agreement unless determined by either party in accordance with the provisions of this Agreement.

2. Prices
All prices are exclusive of VAT which is payable by the Customer. Product prices unless otherwise stated are ex works Supra.

3. TRACkeys
3.1 TRACkeys require renewal on a regular and consistent basis. Various frequency options are available. However, the default renewal date is the anniversary and each subsequent anniversary of the date of this Agreement. The Customer shall pay renewal fees in advance.
3.2 Any additional TRACkeys purchased by the Customer prior to the first anniversary of the date of this Agreement and/or between each anniversary will be charged on a pro rata basis.

4. PAYMENT TERMS.
4.1 Payment is strictly due on the 30th day following the invoice date.
4.2 Supra reserves the right to charge interest at 2.5% over the Bank of England minimum lending rate for the time being on overdue accounts.
4.3 Without prejudice to the above, in the event of payment not being received by the due date all monies owing to Supra under this or any other agreements with Supra shall become payable immediately. Pending such payment Supra reserves the right to suspend performance of any of it's obligations to the Customer.
4.5 In the case of rented products, 3 months payment in advance shall be required prior to products being dispatched.
4.6 TRACkeys, any belt pouches and Programming Base may be purchased by instalments by prior written agreement. Clause 10 of this Agreement applies to such products.

5. Rental agreement.
5.1 Supra is willing to offer a rental package for TRACcess devices only for a minimum term as set out in our quotation with a 3 month notice period.
5.2 The TRACcess device remains the property of Supra at all times. The Customer shall be responsible for the maintenance of the device, which shall be conducted at least annually.

6. Installations
6.1 Supra is willing to supply an installation service based on the following assumptions:
6.2 The geographical locations would allow our engineer to visit 10 sites per day.
6.2.1 Supra will produce a detailed work schedule, however, in simple terms the engineer will be able to arrive on site and identify a clearly chalk marked location to which the Customer takes full responsibility for any utilities that may be concealed.
6.2.2 There will be free access to the site and no time restrictions.
6.2.3 The lid is to be fitted to the base by the Customer at the time when the keys are secured.
6.3 Any variations to this would need to be charged but Supra will produce a detailed set of works agreed with the Customer prior to commencement.
6.4 Should any relocations be required during the course of the contract these will be quoted upon separately.

7. Training
Upon completion of training the Customer will be seen as competent in managing the TRACcess system, however further technical support packages are available and can be provided dependant upon level of need.

8. Delivery
8.1 The products shall be delivered to the Customer's address as given at the time of the Customer's order. Unless otherwise agreed Supra shall deliver only within the United Kingdom of Great Britain and Northern Ireland.
8.2 Delivery will be made as soon as possible after the Customer's order is accepted and in any event within 30 days of the Customer's order. Otherwise any delivery times quoted are based on current commitments and subject to review. Supra shall not be liable for any delay in delivery of the products.

9. Claims against Carriers.
9.1 Supra will not be responsible for any delay occasioned by carriers after dispatch from Supra's works.
9.2 Any damage or shortages must be notified in writing, both to the carriers and Supra within three days of receipt of products.
9.3 In the case of non-delivery claims must be made within seven days from receipt of invoice.
9.4 NO CLAIMS FOR DAMAGES WILL BE CONSIDERED IF THE PRODUCTS HAVE BEEN SIGNED FOR AS IN GOOD CONDITION, THEY MUST BE SIGNED AS UNCHECKED OR DAMAGED.
9.5 Delivery note shall be accepted by both parties as correct, unless objected to in writing by the Customer within three working days from delivery.

10. Risk and Title.
10.1 Risk shall pass to the Customer on delivery and the Customer should insure accordingly.
10.2 Title in any products supplied by Supra, including those purchased by instalments, shall not pass to the Customer until Supra has received payment in full in cleared funds for all such products.
10.3 Until such payment is received the Customer shall if so requested by Supra store the products in such a way that they can be clearly identified as the property of Supra.
10.4 If the Customer makes default in payment or if for any other reason Supra treats this contract as discharged Supra shall be entitled to enter the Customer's premises and to repossess its products.

11. Website and Voice Server
11.1 The website is owned and operated by or on behalf of the Supra and any trademark, tradename or logo contained on the website is the property of Supra and/or its partners.
11.2 Permission is granted by Supra to the Customer to copy electronically the various reports that are available on the website.

12. Provision of Web and Voice Services.
12.1 Supra will take all reasonable steps to make all Web and Voice Services available to the Customer at all times. The Web Services are only available within the range of the base stations that make up the Network. Nonetheless:-
12.1.1 The quality and availability of Web and Voice Services may sometimes be affected by factors outside Supra's control - such as local physical obstructions, atmospheric conditions, other causes of radio interference, and faults in other telecommunication networks to which the Network is connected.
12.1.3 The Web and Voice Services operate using fixed line networks therefore the Customer should never rely on the Web and/or Voice Services for critical services. The Customer should ensure that it has appropriate contingency plans in place.
12.2 The Network, the Web and Voice Services and the Website may from time time require upgrading, modification, maintenance or other works. These may result in some or all of the Web and Voice Services becoming temporarily unavailable. In such cases, Supra will do everything it can to provide alternative Web and Voice Services and to keep the period of non-availability to a minimum. However, some interruption may be inevitable.
12.3 Supra reserves the right to suspend, either temporarily or permanently, part or all of any Web and/or Voice Services on giving reasonable notice.
12.4 For the purposes of good management and security, Supra may need to monitor the Customer's use of the Web Services from time to time.

13. Warranty and Liability
13.1 Supra warrants that for a period of 12 months the products will substantially accord with the specification contained on the Website or otherwise agreed in writing with the Customer PROVIDED THAT Supra shall not be liable for:
13.1.1 normal wear and tear or accidental damage or misuse;
13.1.2 failure by the Customer to comply with the user manual or failure to use the latest database or to use the appropriate power supply;
13.1.3 faulty materials or workmanship where modifications or repairs to the products have been effected other than by Supra.
13.2 In the event that, during the period of 12 months, the products fail to substantially accord with the specification contained on the website or otherwise agreed in writing with the Customer, Supra will replace the product with a product that does substantially accord with the specification on the website or otherwise agreed in writing with the Customer.
13.3 The warranty does not cover, and Supra does not warrant, batteries of any type used in connection with the products supplied.
13.4 In no event will Supra be liable to the Customer for indirect, incidental, punitive, special or consequential damages of any kind or nature arising out of this Agreement, including without limitation, loss of profits, loss or inaccuracy of data, or loss of use damages, or any breach of this Agreement, even if Supra has been advised of such damages.

14. The Customer's Responsibilities
14.1 The Customer shall:
14.1.1 keep confidential, and not disclose to any third party, the Customer's account password or any personal identification code, number or name issued by Supra or its Network services provider permitting access to the Web and Voice Services as Supra cannot be held responsible for any loss resulting from misuse of passwords;
14.1.2 comply with any reasonable instructions issued by Supra or its Network services provider which concern the Customer's use of the Web Services, and co-operate with Supra in its reasonable security and other checks (which may include Supra or its Network services provider making phone calls to the Customer).
14.1.3 be responsible for all data being correct and up to date with TM.0. Supra cannot be held responsible for any loss or damage due to incorrect data.

15. Force Majeure
15.1 If performance of a contract is delayed or prevented by any cause or causes beyond Supra's control Supra shall be entitled to terminate the contract or suspend its duty to perform for as long as the circumstances amounting to force majeure continue.
15.2 Force majeure circumstances shall include but without limitation adverse weather conditions, industrial action, war, fire, accidents, delay by supplier, difficulties in transport, breakdown in machinery or plant and shortage of materials or labour.
15.3 Supra shall not be liable for any costs arising out of termination of the contract or suspension of its duty to perform under this clause.

16. Data Protection and Related Issues
16.1 Where the Customer orders products or sends an email to Supra or uses the products the Customer's personal data will be recorded and retained by Supra in accordance with the Data Protection Act 1998.
16.2 The Customer has the option on the order form to indicate whether or not its data may be used by Supra for further email or other direct marketing purposes for the products or services of Supra in which the Customer may be interested.
16.3 The Customer shall have the right to be removed from all mailing lists to which it has previously agreed its name may be added by notifying Supra.
16.4 Supra shall not sell on personal data of the Customer to third parties but by submitting information the Customer consents to the use of that information as set out in this Clause.
16.5 If the Customer does not wish its data to be used as set out in this Clause it should indicate this on its order form.
16.6 The Customer acknowledges and agrees to be bound by Supra's privacy policy.

17. Provision as to future Charges under the Agreement
17.1 Supra may increase the annual charge due under this Agreement by giving no less than 28 days written notice expiring on or after the first anniversary of the date of this Agreement.
17.2 The terms of this Agreement shall replace any previous agreement made between Supra and the Customer and no terms or representations other than those embodied in this Agreement shall bind Supra.

18. General Notices.
Any formal legal notices shall be sent by the Customer to Supra and by Supra to the Customer by email and confirmed by post.

19. Termination of agreement
Either party may terminate this Agreement by giving not less than 28 days notice in writing to the other expiring on the final day of the initial period set out in the customer agreement form or thereafter 28 days prior to any anniversary date of this Agreement.

20. Governing Law
This Agreement shall be governed by English law and the parties agree to the jurisdiction of the courts of England and Wales.