Drax Technology

Supply of Sensors Service Schedule

Last updated: June 21st, 2024

1 Introduction

  • 1.1 The Supplier is a provider of software to help manage and monitor fire safety risks and compliance.

  • 1.2 The Supplier also supplies wireless or wired sensors and associated wireless receivers, cloud connectors which can be used in conjunction with such software.

  • 1.3 This document sets out the additional terms and conditions which apply to the supply of such sensors by the Supplier.

2 Definitions and Interpretation

  • 2.1 In this Appendix, in addition to the terms defined above or in the Agreement or the Statement of Work, the following terms and expressions apply.

Account the account to access the SafeVue Platform.

Delivery Location the delivery address set out in the Statement of Work or such other location the parties may agree in writing.

Fees the fees payable by the Customer to the Supplier for the Sensors as set out in the Statement of Work. The term “Fees” in the Agreement shall be interpreted accordingly.

Normal Business Hours 09:00 to 17:00 (GMT / BST) on a Business Day.

Sensors wireless or wired sensors and associated wireless receivers, cloud connectors supplied by the Supplier and used by the Customer.

Software the software applications provided by the Supplier to the Customer from time to time.

  • 2.2 The headings in this Appendix are for ease of reference only and shall not affect its construction.

1 Account opening and management

  • 1.1 The Customer must have an Account in order to purchase Sensors.

  • 1.2 To create an Account the Customer must:

    • 1.2.1 submit the relevant information as requested by the Supplier; and

    • 1.2.2 sign a Statement of Work which together with the Agreement and this Service Schedule shall constitute the Contract. Once approved the Customer will receive a confirmation and details on how to access their Account.

  • 1.3 The Customer agrees to provide accurate contact information to the Supplier when the Customer seeks to create an Account. If the contact information or other information related to the Customer's account changes, the Customer shall notify the Supplier promptly and provide up-to-date information.

  • 1.4 The Customer is solely responsible for protecting their Account password and other access information. Accordingly the Customer shall:

    • 1.4.1 choose a strong and secure password;

    • 1.4.2 keep their password secure and confidential; and

    • 1.4.3 not share their Account with, or transfer it to, any other person.

2 Supply of Sensors

  • 2.1 Upon receipt of payment of the Fees, the Supplier will dispatch the Sensors to the Delivery Location within a reasonable period of time. Customers who order more than 100 Sensors collectively should check availability with the Supplier to ensure delivery can be completed within a reasonable period.

  • 2.2 Delivery is completed on the completion of unloading of the Sensors at the Delivery Location.

  • 2.3 Any dates quoted for delivery are approximate only, and time of delivery is not of the essence.

  • 2.4 The Supplier shall not be liable for any delay in delivery of the Sensors that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Sensors.

  • 2.5 If the Supplier fails to deliver the Sensors, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Sensors.

  • 2.6 If the Customer fails to take delivery of the Sensors when tendered then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Sensors:

    • 2.6.1 delivery of the Sensors shall be deemed to have been completed when then Supplier tendered the Sensors for delivery to the Customer; and

    • 2.6.2 the Supplier shall store the Sensors until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

  • 2.7 The Supplier may deliver the Sensors by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in any instalment shall not entitle the Customer to cancel any other instalment.

  • 2.8 The Customer must notify the Supplier in writing of non-delivery of the Sensors within 7 days of the date the Supplier advised the Customer that the Sensors are to be delivered. If the Customer fails to notify the Supplier of non-delivery within this period, the Customer shall be deemed to have received the Sensors ordered.

3 Risk and Title

  • 3.1 Risk in the Sensors shall pass to the Customer on delivery.

  • 3.2 Title to the Sensors shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Sensors.

  • 3.3 Until title to the Sensors has passed to the Customer, the Customer shall:

    • 3.3.1 store the Sensors separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

    • 3.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Sensors;

    • 3.3.3 maintain the Sensors in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

    • 3.3.4 notify the Supplier immediately if it becomes subject to any insolvency event; and

    • 3.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:

      • (a) the Goods; and

      • (b) the ongoing financial position of the Customer.

  • 3.4 Subject to paragraph 3.5 the Customer may use the Sensors in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Sensors.

  • 3.5 At any time before title to the Sensors passes to the Customer, the Supplier may:

    • 3.5.1 by notice in writing, terminate the Customer’s right under paragraph 3.4 to use the Sensors in the ordinary course of its possession; and

    • 3.5.2 require the Customer to deliver up all Sensors in its possession that have not been irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or any third party where the Sensors are stored in order to recover them.

4 Warranties

  • 4.1 The Supplier warrants that upon delivery and for a period of 12 months, the Sensors will be free from defects in materials and workmanship.

  • 4.2 The Supplier shall not be liable for a breach of the warranty in paragraph 4.1 unless:

    • 4.2.1 the Customer gives the Supplier written notice of the defect within 14 days of the time when they discover or ought to have discovered the defect; and

    • 4.2.2 the Supplier is given a reasonable opportunity after receiving the notice of examining such Sensors and the Customer (if asked to do so by the Supplier) returns the Sensors to the Supplier.

  • 4.3 If the Sensors does not comply with the warranty set out in paragraph 4.1, then, subject to paragraph 4.2 and 4.4, the Supplier shall at its option and expense either repair or replace the defective Sensors within 10 Business Days of receipt of the defective Sensors or refund the Customer the price paid for the defective Sensors.

  • 4.4 The Customer is responsible for the proper application, installation, maintenance and use of the Sensors in accordance with the instructions provided by the Supplier from time to time.

  • 4.5 The Supplier shall not be liable for a breach of the warranty in paragraph 4.1:

    • 4.5.1 to the extent that it is attributable to further use of the Sensors after giving notice; or

    • 4.5.2 if the defect arises because the Customer or their representative or operative failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Sensors;

    • 4.5.3 if the defect is attributable to fair wear and tear, abuse, improper use or use in an environment or for a purpose for which the Sensors were not designed or intended by the Supplier; or

    • 4.5.4 if the Customer, their representative or operatives alters, modifies or repairs the Sensors or any part thereof without the written consent of the Supplier.

  • 4.6 If the Supplier complies with paragraph 4.3, it shall have no further liability for a breach of the warranty in paragraph 4.1 in respect of the Sensors.

  • 4.7 The warranty in paragraph 4.1 shall apply to any repaired or replacement Sensors for the unexpired portion of the warranty period as set out at paragraph 4.1.

  • 4.8 No oral or written information or advice given by the Supplier shall create a warranty, or in any way increase the scope of the warranty in paragraph 4.1 and the Customer may not rely on any such information or advice.

  • 4.9 Except as expressly stated in the Contract all other warranties, express or implied as to the quality, condition, performance of the Sensors and any other terms and conditions are excluded to the fullest extent permitted by law.

5 Fees and Payment

  • 5.1 The Customer shall pay the Fees in accordance with the Contract.

  • 5.2 The Supplier shall invoice the Customer for the Fees on delivery.

  • 5.3 The Customer shall pay the invoices within 30 days.