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Terms & Conditions

PULSE FITNESS LIMITED SALES TERMS AND CONDITIONS (UK ONLY)

DEFINITIONS/INTERPRETATION

  • Additional charges – mean any additional charge or amount payable under this agreement.
  • Agreement – means the contract between Pulse and the Customer.
  • Conditions – means these sales terms and conditions.
  • Contract documents – means each written quotation, offer, order, acceptance and/or other document forming part of this agreement.
  • Contract site – means any site, premises, or location of the Customer or any third party where Pulse Fitness is to deliver or install any goods or perform any services or where the goods will be used.
  • Customer – means the purchaser of the goods and/or services under this agreement.
  • Date of Agreement – unless otherwise stated, the date of the agreement is the date of the Customer’s order if accepting a written offer to supply goods and/or services by Pulse Fitness or the date of Pulse Fitness’s acceptance if accepting an order from the Customer.
  • Goods – means all equipment, spare parts, and other goods to be supplied by Pulse Fitness under an agreement, including under any warranty.
  • Intellectual Property – means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • Normal working hours – 9am to 5pm Monday to Friday (excluding statutory and English Bank Holidays.)
  • Price – means the price payable by the Customer for all goods and services to be supplied by Pulse Fitness under an agreement, as specified in the Contract Documents, which unless otherwise stated in any contract documents, excludes VAT which shall be payable on the Price.
  • Pulse Fitness – means Pulse Fitness Limited, registered in England and Wales number 04354059.
  • Services – means all service and works, including installation and warranty repair services and advice in relation to layout and positioning of goods at the Contract site.
  • Warranty – means the warranties given under the section entitled “Warranty Terms” in these conditions, and any other applicable express, implied, or collateral warranty, term, or condition as to the specification, standard, quality, fitness for purpose or condition of any goods or services; and
  • Warranty Period – means 2 years for parts save for upholstery where the warranty period is 3 months in each case calculated from the date of delivery to the Contract Site.

BASIS OF CONTRACT

The Conditions shall apply to all quotations, offers, orders, agreements, and contracts for the supply or hire of goods, services, or works by Pulse Fitness. All terms and conditions of the Customer are hereby excluded.
All quotations, tenders, offers, agreements, and orders accepted by Pulse Fitness shall be deemed to incorporate the Conditions. No amendment to or substitution for the Conditions shall be binding on Pulse Fitness unless specifically accepted by Pulse Fitness in writing and signed by a director.
Quotations shall be available for acceptance for a maximum period of 30 days from the date thereof after which they shall be deemed to lapse. Quotations may be withdrawn by Pulse Fitness within such period by written or oral notice.
The Customer may not rely on any statement or representation made by Pulse Fitness its servers or agents other than in the documents enclosed with Pulse Fitness’s quotation or acknowledgement of order.
Pulse Fitness is not bound to supply an order unless confirmed acceptance of quote in written format is received from the Customer.
Any samples, drawings, descriptive matter, or advertising issued by Pulse Fitness, and any descriptions or illustrations contained in Pulse Fitness’s catalogues or brochures, are issued, or published for the sole purpose of giving an approximate idea of the Services as described in them. They shall not form part of the Agreement or have any contractual force.

SUPPLY AND DELIVERY

Pulse Fitness agrees to supply and deliver, and the Customer agrees to take delivery of and pay for all Goods and Services on and subject to the Conditions.
The specifications for the Goods and Services shall be as stated in the contract documents, or to the extent not so stated, shall be in accordance with Pulse Fitness’s standard specifications. Pulse Fitness may change the specifications for the Goods or Services to conform to any change in any law or standard applicable to the Goods or delivery of the Services occurring after the date of this agreement and the Customer may not object to any such changes.
The place of delivery must be agreed by Pulse Fitness in writing and the Customer shall do all in their power or control to assist and facilitate the performance of Pulse Fitness in delivering and installing the Goods.

Pulse Fitness agrees to use reasonable efforts to deliver the Goods and perform the Services by any date agreed in writing or within any time stated in the Contracts Documents, or if not stated, by such reasonable date or time as Pulse Fitness (acting reasonably) shall specify. Any specified dates or times for delivery or performance are estimates only. If Pulse Fitness fails to deliver or perform by any specified date or time, Pulse Fitness will deliver the goods and perform the services and this agreement by such reasonable date or time as Pulse Fitness shall further specify. Pulse Fitness shall not be in breach of this agreement for delay in or non-delivery or performance, unless and until the Customer has given to Pulse Fitness notice on or after any specified final date or time for delivery or performance, and Pulse Fitness has failed to deliver or perform within at least 90 days following receipt of such notice.
If Pulse Fitness is delayed in or prevented from delivering the goods or performing the Services or the Agreement because of any event beyond its reasonable control, including any delay or inability of the manufacturer or supplier to supply the Goods or any parts for the Goods to Pulse Fitness for any reason, any carriage or import delays, any delay in performance, breach, or non-performance of this agreement by the Customer, or any delay, act, or omission of any of the Customer’s staff or contractors, or because of anything for which the Customer is responsible under this agreement, then Pulse Fitness shall not be in breach of this agreement and shall be entitled to a reasonable extension of time or delivery or performance and to damages for all losses thereby incurred.
The Customer shall agree with Pulse Fitness a plan for delivery and installation of the goods and performance of the Services, and in particular the Customer shall agree with Pulse Fitness a schedule of dates on which Pulse Fitness may carry out such delivery, installation, and services, making suitable arrangements for all necessary access for not less than twice the number of Pulse Fitness’s estimated hours for installation, and at least an 8-hour shift during all Normal working hours.
The Customer shall permit Pulse Fitness at any time to conduct a survey of the Contract Site. If, when Pulse Fitness commences delivery or installation of the Goods or provision of any Services at the Contract Site, or when Pulse Fitness carries out any inspection of the Contract Site, Pulse Fitness finds any differences between the Contract Site at that time and at the time of any previous survey or inspection, or between the Contract Site and stated or agreed assumptions concerning the Contract Site upon which Pulse has relied, such that Pulse Fitness finds any additional work may be required above that which would be reasonably expected, as a result of unforeseeable ground or other conditions at the Contract Site, then Pulse Fitness shall be entitled to make a reasonable additional charge and to an agreed reasonable extension of time, for any resulting additional work, costs and/or expenses.
Unless otherwise agreed the charges shall be based on Pulse Fitness’s standard labour charges for an 8-hour shift or part thereof on a pro rata basis to all time expended on such additional work. Unless otherwise stated in the contract documents, the following assumptions are made concerning the Contract Site and the Customer shall be responsible for ensuring that:

  1. Any relevant parts of the Contract site will be cleared and prepared.
  2. Pulse Fitness will have free and safe access to the Contract site on foot and by vehicle.
  3. There will be a reasonable unloading area for vehicles next to the building in which the Goods are to be installed.
  4. There will be sufficient access and space to enable the Goods to be carried by hand to the areas in any building where they are to be installed.
  5. Pulse Fitness will be provided with reasonable facilities and assistance at the site where any work is to be carried out, including appropriate storage areas and power supply.
  6. Pulse Fitness will not be required to pull down or dismantle any part of the Contract Site or any structure to provide sufficient room to get the Goods into the location where they are to be delivered or installed.
  7. The Customer shall comply with all laws in relation to the Contract site, shall provide a controller of site safety (and comply with all other health and safety regulations), and shall, where any personnel of Pulse Fitness are to work alone, provide an escort adequately trained in health and safety to offer or be able to call for first aid assistance, and where there is more than one, have a staff member on site adequately trained in health and safety,
  8. That the Contract site will be safe, and that Pulse Fitness will not have to deal with or make special provision for any safety hazards at the Contract site, and the place where the Goods shall be used shall meet all and any applicable safety legislation and standards.
    Where any part of a building or structure at a Contract Site needs to be opened, widened, dismantled, or pulled down to enable delivery or installation of the goods or provision of the Services, this shall be the responsibility of the Customer to carry out at its cost, together with all reinstatement work. If Pulse Fitness agrees to carry out this work, it shall be entitled to make an additional charge to the Customer on the same basis as set out above in relation to additional work deemed necessary due to conditions at the Contract Site discovered after a survey.

If Pulse Fitness is unable to gain access to the Contract Site, or the Contract Site is not ready for installation on the dates agreed with Pulse Fitness and/or the Customer does not accept delivery of the goods or services when tendered by Pulse Fitness and/or the Contract Site does not meet with the requirements of the Agreement such that it is not reasonable to commence work, then save to where the same arises wholly due to the neglect or default of Pulse Fitness.

Pulse Fitness shall be entitled to defer delivery and installation of the goods and provision of the services,

  1. The Customer shall be subject to an additional reasonable charge for storage of the Goods or shall at the request of Pulse Fitness make satisfactory arrangements for the secure storage of the Goods at the Contract Site at the customer’s risk.
  2. The Customer shall pay for the cost of returning the Goods to Pulse Fitness, and of redelivery of the Goods to the Contract Site.
  3. The Customer shall pay an additional charge for the wasted cost of labour (including stand -down costs) for the days and personnel allocated to delivery, installation, or any other services to be calculated in accordance with Pulse Fitness’s prevailing labour rates at that date.

The Customer shall inspect the Goods or services immediately on delivery, and Pulse Fitness shall not be responsible for any errors, omissions, faults, damage, or shortages discoverable on reasonable inspection unless the Customer notifies Pulse Fitness in writing within 3 days from and including the day of delivery. If any Goods or Services are rejected, the Customer shall allow Pulse Fitness a reasonable opportunity to correct the goods or services, by replacing or repairing them at Pulse Fitness’s option. The Customer shall sign any written document reasonably required by Pulse Fitness to confirm receipt of the goods or services and if the Customer fails so to do the Customer shall be deemed to have accepted the Goods or services at the time of such refusal.

RISK
Risk in any goods will pass to the Customer on delivery.

TITLE
Title to the Goods shall not pass to the Customer until Pulse Fitness has received payment in full (in cash or cleared funds) for:

  1. the Goods; and the Services and any other goods or services that Pulse Fitness has supplied to the Customer in respect of which payment has become due.
  2. Until title to the Goods has passed to the Customer, the Customer shall:
    • Hold the Goods on a fiduciary basis as Pulse Fitness’s bailee.
    • Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Pulse Fitness’s property.
    • Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods.
    • Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
    • Notify Pulse Fitness immediately if it becomes subject to any of the events listed under the clause entitled “Termination’ in these conditions.
    • Give Pulse Fitness such information relating to the Goods as Pulse Fitness may require from time to time,
    • But the Customer may resell or use the Goods in the ordinary course of its business

If before title to Goods passes to the Customer, the Customer becomes subject to any of the events listed under the clause entitled “Termination” in these conditions, or Pulse Fitness reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product,and without limiting any other right or remedy Pulse Fitness ma y have, Pulse Fitness may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods (including the Contract Site) are stored to recover them.

INTELLECTUAL PROPERTY
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Pulse Fitness.
The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on Pulse Fitness obtaining a written licence from the relevant licensor on such terms as will entitle Pulse Fitness to license such rights to the Customer.
All Supplier materials are the exclusive property of Pulse Fitness.

SUSPENSION
Pulse Fitness will be entitled to withhold delivery of the goods and suspend performance of this agreement (including suspending manufacture, stopping any goods in transit and suspending any services) if:

  1. Any amounts payable by the Customer to Pulse Fitness are overdue on any account whatsoever and the customer fails to pay those overdue charges within 7 days of demand from Pulse Fitness and/or
  2. Pulse Fitness has reasonable grounds for considering that the customer will not pay or be able to pay for the goods or services.

TRAINING
The customer shall make themselves available for user training and maintenance training as scheduled with Pulse Fitness staff.

CANCELLATION
Without prejudice to Pulse Fitness’s other rights and remedies any cancellation of this agreement within 5 working days of scheduled delivery will incur a charge of
10% of total price plus vat and will be payable 7 days thereafter. It is agreed that such charge is a reasonable pre-estimate of Pulse Fitness’s losses in such event.

CHARGES AND PAYMENT
The Customer shall pay the Price including VAT and all additional charges in accordance with the terms of the Agreement. All prices are unless otherwise stated quoted exclusive of VAT. Alterations and additions to the Goods or prices shall be agreed in writing by both parties. All invoices will be raised after delivery of goods and payable within 7 days if not expressed otherwise in the contract documents. Any other unexpected costs, time delays incurred by Pulse Fitness during the process of fulfilling the agreement because of negligence by the Customer shall be charged to the Customer in accordance with Pulse Fitness’s standard charges then prevailing.
In the event of any alteration being requested by the Customer (and agreed by Pulse Fitness) in design specification Pulse Fitness shall be entitled to make a reasonable adjustment of the Price. The cost of carriage and packaging if required by the Customer shall unless otherwise stated be an additional charge and is not refundable. Where goods are delivered by installments Pulse Fitness may invoice each installment separately and the Customer shall pay such invoices in accordance with these conditions. Any failure by Pulse Fitness to deliver any installment on time shall not entitle the Customer to cancel any outstanding delivery.
Interest shall be payable on all monies outstanding to Pulse Fitness at 4% above the base rate of HSBC Bank Plc from time to time calculated daily until payment in full.

LAYOUT AND POSITIONING ADVICE
If Pulse Fitness agrees to design a layout or advise the Customer in relation to positioning of the goods at the Contract Site, it shall do so having regard to the provisions of the relevant legislation and other reasonable safety considerations. By requesting that Pulse Fitness provide either or both layout design and positioning advice the Customer recognise the need to comply with all relevant legislation and safety standards about positioning the goods.
Pulse Fitness shall be entitled to charge the Customer for the provision of layout design and positioning advice supplied under this agreement and the Customer agrees to pay the Price for such services.
Pulse Fitness shall not have any liability (including in negligence) to the Customer for any financial loss or any other damage or loss insofar as such loss or damage is caused by or otherwise attributable to: any failure by the Customer to ensure compliance exactly with the layout design or other recommendations made by Pulse Fitness where incorporated into drawings (or otherwise), regarding the layout or positioning of the goods for use at the Contract site; or the layout or positioning of the goods to the extent that Pulse Fitness has not provided layout and positioning advice to the Customer.
The Customer shall indemnify, and keep Pulse Fitness indemnified fully, on demand from and against all and any liability Pulse Fitness may incur or suffer actual or threatened as a result of: any failure on the part of the Customer to comply exactly with any design or recommendation provided by Pulse Fitness; or to the extent that Pulse Fitness has not provided layout and positioning advice to the Customer; unless otherwise agreed in writing Pulse Fitness is not responsible for checking the suitability of any building in which Goods are to be installed to take the load of Goods and shall have no responsibility for any loss, damage, costs, or expenses arising in the event any Goods are not suitable for installation in any Building.
Pulse Fitness reserves the right to alter or change dimensions of the Goods within such limits as Pulse Fitness shall reasonably determine having regard to the nature of Goods. Any dimensions specified by Pulse Fitness are to be treated as approximate only, unless the Customer specifically states in writing that exact measurements are required.

CONFIDENTIAL INFORMATION
All drawings, documents, confidential records, computer software and other information is supplied on the express understanding the copyright is reserved to Pulse Fitness: and that the Customer will not, without the written consent of Pulse Fitness either give away, loan, copy, exhibit or sell such drawings, documents, records, software, or other information or extracts therein or copies thereof, use them in any way except in connection with the goods in respect of which they are issued.

DATA AND TECHNOLOGY INFORMATION
The information contained in the marketing literature of Pulse Fitness is for illustration purposes and is provided for general guidance only. The Customer cannot place any reliance thereon and Pulse Fitness shall not have any responsibility for any error or mis-description therein. Technical data sheets are provided for accurate, confidential, and technical information about products and services.

FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lockouts, or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, inability to source raw materials comprised in the Goods, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemic s or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors and in the case of Pulse Fitness the inability despite making all reasonable efforts to source the raw materials and/or components required in order to supply the Goods.

TERMINATION
Without limiting its other rights or remedies Pulse Fitness may terminate the Agreement with immediate effect by giving written notice to the other party if:

  1. The other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing of the breach.
  2. The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or its 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;
  3. 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
  4. 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) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
  5. The other party (being an individual) is the subject of a bankruptcy petition or order.
  6. A creditor or encumbrancer of the other party attached 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.
  7. An application is made to court, or an order is made, for an appointment of an administrator or if a notice of intention to appointment an administrator is given or if an administrator is appointed over the other party (being a company).
  8. 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.
  9. 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.
  10. Any event occurs, or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (b) to clause (I) (inclusive)
  11. The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
  12. The other party (being an individual) dies or, by reason of illness or incapacity or becomes a patient under any mental health legislation.

Without limiting its other rights or remedies, Pulse Fitness may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment.

LEGAL
The contract shall be governed and interpreted exclusively according to the law of England and shall be subject to the jurisdiction of the English courts only.

LIMITATIONS OF LIABILITY

  1. Nothing in these Conditions shall limit or exclude Pulse Fitness’s liability for:
    • Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors.
    • Fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  2. Subject to clause (a):
    • Pulse Fitness shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and Pulse Fitness’s total liability to the Customer in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price.
  3. Except as set out in these conditions and “Warranty Terms” below, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    This clause shall survive termination of the Contract.

WARRANTY TERMS
Pulse Fitness warrants that its goods will substantially conform to all applicable UK standards and the Goods will be in accordance with any agreed specification and the Services will be performed with reasonable care and skill.
Pulse Fitness warrants that the Goods will be free from defects in materials and workmanship for the Warranty Period. The Warranty Period commences on delivery. All warranties exclude consumables and Pulse Fitness has no liability for any loss or damage arising from fair wear and tear or misuse of the Goods by the Customer. It is a condition of the Warranty Terms that Pulse Fitness may, at its option, repair or replace the Goods or any part thereof (and perform the Services again wholly or in part for such purpose) and that where a part can be readily replaced the Customer will do so at its cost.
Pulse Fitness shall not be liable under any Warranty; in respect of any loss, damages, costs or expenses arising from either modification, alterations, maintenance or repair undertaken by any third party; misuse of the Goods or failing to use, install, treat, maintain or repair the Goods in accordance with Pulse Fitness’s instructions; any loss, damages, costs or expenses to the extent any damage and/or loss has been caused by any unreasonable acts or defaults by the Customer or others; if the Customer has failed to maintain the Goods as recommended by Pulse Fitness; any claim for repairs undertaken by any third party unless expressly agreed by Pulse in writing.

GENERAL
ASSIGNMENT AND SUBCONTRACTING

  1. Pulse Fitness may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Agreement.
  2. The Customer may not assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of Pulse Fitness (not to be unreasonably withheld).

NOTICES

  1. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre -paid first class post, recorded delivery, commercial courier, fax or email.
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if send by fax or email, one Business Day after transmission.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

SEVERANCE

  1. If any Court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
  2. If any invalid, unenforceable or illegal provision of the Agreement 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.

WAIVER
A waiver of any right or remedy under the Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

THIRD PARTY RIGHTS
A person who is not a party to the Agreement shall not have any rights under or in connection with it.

VARIATION
Except as set out in these Conditions, any variation to the Agreement, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Pulse Fitness.

Last Updated: February 08, 2021