Terms of Service

Terms & Conditions

HIRE TERMS AND CONDITIONS

Who we are

We are Visual Audio Sensory Technology Ltd t/a VAST: a company incorporated in England and Wales under company number 12880064 and registered at Unit 1 The Cam Centre, Wilbury Way, Hitchin, Hertfordshire, SG4 0TW (referred to as we, us and our in these T&Cs).

We support the world’s leading retail brands, retail design agencies and department stores with the latest audio visual and sensory technology, including LED screens, HD and 4K screens, and bespoke interactive experiences.

Purpose of these T&Cs

These terms and conditions (T&Cs) set out the basis on which we agree to enter into a legally binding relationship with you: (i) to hire Equipment to you for the Hire Period, and (ii) install it.

Agreed Terms

Definitions and Interpretation
1.1. In these T&Cs:
(a) Confidential Information means all information or data relating to either party or its services, business, proposed business, clients, staff, finances, transactions or affairs that is: (i) marked or identified as confidential, or (ii) that is of a confidential or proprietary nature that the other party should reasonably expect to be confidential,
(b) Contract means the agreement between you and us for the hire of the Equipment and supply of the Installation Services, incorporating and constituted by these T&Cs and the Order once accepted by us,
(c) Equipment means the equipment to be supplied by us to you on hire for the Hire Period as set out in the Order, including any components, accessories, cabling and ancillary items,
(d) Force Majeure Event means any event or sequence of events beyond our reasonable control,
(e) Hire Fee means the fee for the hire of the Equipment as set out in the Order,
(f) Hire Location means the location for delivery and use of the Equipment as set out in the Order,
(g) Hire Period means the period of hire of the Equipment beginning on the date set out in the Order and ending on the Return Date,
(h) Installation Fee means the fee for the Installation Services as set out in the Order,
(i) Installation Services means the services to install and, where applicable, to de-rig the Equipment at the Hire Location, carried out by us or any third party nominated by us,
(j) Order means your order from us for hire of the Equipment and supply of the Installation Services,
(k) Return Date means, subject to section 10.5, the date the Equipment is returned to us in accordance with the Contract or collected by us,
(l) Specification means the description of the Equipment as set out in the Order, and
(m) you and your means the business named in the Order.
1.2. In these T&Cs, a reference to:
(a) a section is to the relevant numbered section of these T&Cs,
(b) a party is to either you or us, and a reference to the parties is to both you and us together,
(c) a third party is to any individual or business (whether, however and wherever incorporated) that is not a party to the Contract, and
(d) written or in writing includes email but does not include text messages or any communication sent via any other messaging application or social or other online media.
Application of these T&Cs
2.1. These T&Cs apply to and form part of the Contract. They supersede any previously issued terms and conditions of hire, purchase or supply.
2.2. No terms or conditions endorsed on, delivered with or contained in any of your purchase conditions, Orders, specification or other documents, nor any terms or conditions referred to or otherwise communicated by you, will form part of the Contract.
2.3. No variation of these T&Cs will be binding unless we expressly agree in writing prior to the Order being accepted, in which case such variation will apply to the Contract constituted by that Order and the varied T&Cs only and not to future Orders or Contracts.
2.4. Each Order you submit to us will constitute an offer subject to and in accordance with these T&Cs.
2.5. The offer constituted by an Order will remain in effect and capable of being accepted by us for 90 days from the date on which you submitted the Order to us, unless you have expressly withdrawn the offer during this time.
2.6. We may accept or reject an Order at our discretion. An Order will not be accepted, and no binding obligation to perform will arise until our written acceptance of the Order.
2.7. If we are unable to accept an Order, we will endeavour to notify you as soon as reasonably possible.
2.8. Our rejection of an Order, including any communication accompanying such rejection, will not constitute a counter-offer that is capable of being accepted by you.
2.9. We may issue quotations to you from time to time. Quotations are invitations to treat only and do not constitute an offer, nor are they incapable of being accepted by you.
2.10. Marketing and other promotional material are illustrative only and do not form part of the Contract.
Delivery
3.1. We will use reasonable endeavours to deliver the Equipment, or have the Equipment delivered by a nominated third-party carrier, to the Hire Location by the date for delivery set out in the Order.
3.2. Where reasonably practicable for us to do so, we may deliver the Equipment, or have the Equipment delivered by a nominated third-party carrier, in instalments.
3.3. Unless we otherwise require, we or any nominated third-party carrier will not be obliged to take back any delivery and packaging material accompanying the Equipment, which will be disposed of at your cost. If we require delivery or packaging material to be returned to us, you will keep it safe and make it available for collection on demand.
3.4. You will provide us and any nominated third-party carrier with all access to the Hire Location and assistance reasonably required to deliver the Equipment.
3.5. You will ensure that the conditions at the Hire Location allow easy and safe delivery of the Equipment.
3.6. If you do not take delivery of the Equipment on time for any reason, we may:
(a) store the Equipment pending delivery and you will pay our reasonable delivery and storage charges, and
(b) treat the Hire Period as having commenced, if it has not already done so.
3.7. We will not be responsible for any delay in or failure of delivery of any Equipment caused or contributed to by:
(a) your failure to: (i) make the Hire Location available, (ii) prepare the Hire Location as required for delivery of the Equipment, or (iii) provide us with adequate instructions for delivery,
(b) the Equipment complying with your designs, instructions, requirements or specifications,
(c) any third-party delays, failures or restrictions, or
(d) a Force Majeure Event.
3.8. If the Equipment appears to be visibly damaged or otherwise not in compliance with the Order, you may reject the Equipment on delivery. You will notify us or our nominated third-party carrier immediately of the reason for rejection. If you fail to notify us or our nominated third-party carrier at the time of delivery of your rejection, you will be deemed to have accepted the Equipment as delivered.
Installation
4.1. We will carry out the Installation Services as set out in the Order (if any).
4.2. You will provide us and any nominated third-party carrier with all access and assistance reasonably required to carry out the Installation Services.
4.3. We will not be responsible for:
(a) ensuring the Hire Location is fit and ready for the Installation Services to be carried out,
(b) integrating the Equipment with any third-party equipment, or
(c) ensuring compatibility with any third-party equipment.
4.4. Subject to section 4.7, we warrant that the Installation Services will:
(a) be supplied with reasonable care and skill within the meaning of s.13 of the Supply of Goods and Services Act 1982, and
(b) conform in all material respects to the Specification.
4.5. Subject to section 4.7, we will, at our option, remedy, re-perform or refund a proportion of the Installation Fee for any Installation Services that do not comply with section 4.4, provided that you serve a written notice on us within 14 days of supply stating that some or all of the Installation Services do not comply with section 4.4 and identifying in sufficient detail the nature and extent of the alleged defect.
4.6. Section 4.5 sets out your sole and exclusive remedies (however arising, whether in contract, tort, negligence or otherwise) for any delay or failure to comply with, or any breach of, section 4.4 or for any other defective supply of the Installation Services.
4.7. We will not be responsible for any delay in or failure of performance of the Installation Services, nor will we be liable for any delay or failure to comply with section 4.4 caused or contributed to by:
(a) your failure to: (i) make the Hire Location available; (ii) prepare the Hire Location as required for the performance of the Installation Services; or (iii) provide us with adequate instructions to enable us to perform the Installation Services,
(b) the Installation Services complying with your designs, instructions, requirements or specifications,
(c) any third-party delays, failures or restrictions, or
(d) a Force Majeure Event.
4.8. Other than as expressly and specifically set out in the Contract:
(a) all conditions, warranties and terms, whether express or implied by statute, common law or otherwise (including in each case any implied conditions, warranties or terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result) are excluded to the fullest extent allowed by applicable law, and
(b) we give no warranty or undertaking, and make no representation, in relation to the Installation Services.
Specification
5.1. We will use reasonable endeavours to ensure that on delivery the Equipment materially conforms to the Specification.
5.2. The Equipment will be subject to availability. We reserve the right to modify the Equipment at any time or to substitute the Equipment with equipment of no lesser functionality without giving prior notice to you.
5.3. You acknowledge that the Equipment may not be new or unused. We do not warrant that the Equipment will be free from minor defects, including surface scratches. The presence of any minor defects that do not materially affect the operation of the Equipment will not entitle you to any refund or discount of the Hire Fee. We make no warranty and give no representation that any used Equipment will be of satisfactory quality.
5.4. We make no warranty and give no representation that the Equipment will be fit for a particular purpose.
Use and Maintenance
6.1. You will:
(a) keep the Equipment at the Hire Location during the Hire Period, unless we give our prior written consent, in which case the Equipment may be moved, at your risk and at your cost, solely to the alternative location for which we have given our consent,
(b) ensure that the premises, conditions and general environment in which the Equipment is kept and used do not adversely affect its condition or functionality, or otherwise put it or any part of it at risk,
(c) comply with all rules and regulations applicable to the premises in which the Equipment is kept,
(d) ensure the safety of all staff and others who have access to and use the Equipment is maintained,
(e) operate and use the Equipment only for the purposes for which it was designed, and
(f) ensure that all users of the Equipment are suitably trained to do so in accordance with any operating instructions that we provide or make available to you.
6.2. During the Hire Period, you will maintain the Equipment in good working condition. Whilst you may not modify the Equipment, you may replace parts of the Equipment that have become damaged, broken or have been lost, provided:
(a) we have supplied such replacement parts to you, and
(b) you comply with our instructions in respect of the replacement of parts of the Equipment.
6.3. Subject to section 6.2, you may not carry out any repair or replacement work on the Equipment. You will inform us immediately if any Equipment or parts of any Equipment have become damaged, broken or have been lost and we will promptly carry out repair or replacement work, at our discretion, on the Equipment. We reserve the right to charge you for any such repair or replacement work.
6.4. Ownership of any replacement parts remain vested in us before and after installation.
Possession and Ownership
7.1. We will retain ownership of the Equipment, and you will not do or allow to occur anything which might adversely affect our right, title or interest in the Equipment.
7.2. You will ensure that the Equipment and the premises in which it is kept is and remains safe and secure, and that a level of security is provided in respect of it as is commensurate with good industry practice.
7.3. You will not:
(a) create, or allow to be created over the Equipment any lien, charge or other security,
(b) lend, lease, sell or otherwise part with possession of the Equipment or represent that you may do any of those things,
(c) connect or attach the Equipment to any land or buildings, or
(d) do anything that does or might cause our insurance of the Equipment to become void or voidable.
7.3. You will:
(a) store the Equipment separately from all other material in your possession,
(b) take all reasonable care of the Equipment,
(c) ensure that the Equipment is clearly identifiable as belonging to us,
(d) not remove or alter any identifying mark on the Equipment, and
(e) inform us immediately if you become, or are reasonably likely to become, subject to any event or sequence of events which might reasonably indicate a state of financial distress.
7.5. We may inspect the Equipment at any time during the Hire Period and, for the purposes of such inspection, you will permit us access or arrange permission for access to the premises in which it is kept.
Risk
8.1. Risk in the Equipment will pass to you on delivery.
8.2. In the event of loss, theft or damage of or to the Equipment, you will pay us the full market replacement or repair cost of the Equipment. Until the full market replacement or repair cost of the Equipment is received in full:
(a) the Hire Fee will continue to be payable, and
(b) you will pay to us any loss of revenue that we have incurred as a result of not having the Equipment available for hire to third parties.
8.3. Risk will pass back to us on the Return Date.
Insurance

You will be responsible for insuring the Equipment to its full replacement cost on an ‘all-risks’ basis.

10. Return or Collection

10.1. On the earlier of:

(a) the date agreed for return or collection of the Equipment set out in the Order, and

(b) any earlier termination of the Contract,

you will, at your own cost, deliver the Equipment to us or our nominated third-party receiver at such location as we may notify to you or, if we notify you that we will collect the Equipment, make it available for collection by us or our nominated third-party carrier.

10.2. We may at any time and for any reason, by giving you 7 days’ written notice, require you to deliver the Equipment to us or our nominated third-party receiver at such location as we may notify to you or, if we notify you that we will collect the Equipment, make it available for collection by us or our nominated third-party carrier.

10.3. If we are to collect the Equipment, you will:

(a) provide us and any nominated third-party carrier with all access and assistance reasonably required to collect the Equipment, and

(b) ensure the Equipment is fully uninstalled and ready for immediate loading, unless we have agreed in writing to uninstall the Equipment.

10.4. If the Equipment is not delivered to us or made available for collection by us on the date set out in section 10.1 of these T&Cs, we may apply additional charges for:

(a) extended hire of the Equipment, calculated on a daily rate,

(b) failed delivery or aborted collection, and

10.5. If the Equipment is returned to us on a date:

(a) earlier than the date specified in section 10.1, the Return Date will be deemed to be the date specified in section 10.1, and

(b) later than the date specified in section 10.1, the Return Date will be deemed to be the actual date of return of the Equipment.

10.6. You will ensure the Equipment is in good working order and in the same condition as which it was delivered to you on the date of return to us or collection by us. We will keep separate all returned Equipment immediately from return or collection, and inspect and test such Equipment within 14 days of return or collection. Following such inspection and testing, we will notify you of any additional charges that have become due arising from loss or damage to the Equipment, and such additional charges will be payable immediately on receipt of invoice.

11. Fees and Payment

11.1. Where applicable if and as set out in the Order, we will charge a non-refundable deposit required to be paid by you to us on the date of acceptance of the Order, which we will apply as an instalment payment towards the total balance of the Hire Fee.

11.2. You will pay the Hire Fee (or, where a deposit has been paid, the balance of the Hire Fee) to us in consideration of the hire of the Equipment and, where applicable, you will pay the Installation Fee to us in consideration of our supply of the Installation Services.

11.3. The Hire Fee and the Installation Fee are exclusive of VAT, transportation and any other separate costs we identify in the Order. You will pay any applicable VAT to us on receipt of a valid VAT invoice.

11.4. We will issue invoices for the Hire Fee and the Installation Fee as set out in the Order. If no such details are set out in the Order, we will issue invoices for the Hire Fee and the Installation Fee at such intervals as we deem reasonable.

11.5. You will pay all invoices for the Hire Fee and Installation Services in full, without deduction, set-off or counterclaim, to the bank account nominated by us, in accordance with the payment terms set out in the Order. If no such payment terms are set out in the Order, each invoice is payable immediately on receipt.

11.6. We reserve the right to increase the Hire Fee at any time before delivery of the Equipment is completed by giving you written notice, providing that we may only exercise such right if and to the extent that our direct costs of hiring the Equipment to you have increased.

11.7. We reserve the right to increase the Installation Fee at any time before supply of the Installation Services is completed by giving you written notice, providing that we may only exercise such right if and to the extent that our direct costs of supplying the Installation Services to you have increased.

11.8. If any sums due under the Contract are not paid in full by the due date:

(a) interest will accrue daily on such sums from the due date for payment until payment is received in full at the rate of 4% above the Bank of England base rate from time to time in force, and

(b) we may suspend delivery of the Equipment and supply of the Installation Services without liability until payment is received in full.

12. Liability

12.1. The extent of our liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way, and whether or not caused by negligence or misrepresentation) will be as set out in this section 12.

12.2. Nothing in the Contract operates or seeks to exclude or limit any liability which cannot be excluded or limited by applicable law, including for death or personal injury caused by negligence, fraud and fraudulent misrepresentation, and all exclusions and limitations of liability in the Contract will be subject always to this section 12.2.

12.3. We will not be liable for any indirect or consequential loss, nor will we be liable for any of the following (whether direct or indirect):

(a) loss of profit or loss of revenue,

(b) loss of contract or loss of business opportunity,

(d) loss or damage to premises or equipment,

(e) loss of use or loss of production,

(f) loss of savings, discount or rebate,

(g) wasted expenditure, or

(h) harm to reputation or loss of goodwill.

12.4. Our aggregate liability in respect of the Contract will not exceed a sum equal to 100% of all sums that we have received from you under the Contract.

12.5. Except as expressly stated in these T&Cs, we give no warranty or undertaking and we make no representation, and all warranties, terms and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by applicable law.

13. Termination

13.1. We may terminate the Contract at any time on written notice if you:

(a) commit a material breach of the Contract which cannot be remedied,

(b) fail to remedy a material breach of the Contract within 7 days of becoming aware of it,

(d) undergo any event which reasonably indicates to us a state of financial distress,

(e) act or communicate with us or any third party in any way which we reasonably deem to be abusive, threatening or unprofessional, or

(f) commit any act or make any statement which could harm our reputation, your reputation or the reputation of any third party.

13.2. No refunds of any sums paid under the Contract will become due by reason of termination of the Contract for whatever reason.

13.3. Expiry or termination of the Contract for whatever reason will not affect any accrued rights, obligations or liabilities of either party up to the date of expiry or termination.

14. Confidentiality

14.1. Each party will keep confidential all Confidential Information of the other party and not use it for any purpose or disclose it to any third party, except as permitted by section 14.2 of these T&Cs.

14.2. A party may:

(a) use the other party’s Confidential Information as required to perform its obligations and exercise its rights under the Contract,

(b) disclose the other party's Confidential Information to its members, officers, employees, agents and representatives as required to perform its obligations and exercise its rights under the Contract, and

14.3. This section 14 will remain in force for a period of 12 months following expiry or termination of the Contract.

15. Public Statements

You grant us consent to, at any time whether during the Contract or following expiry or termination of it, to publicise and represent ourselves as being engaged by, or having been engaged by, you for the purposes of marketing and promoting ourselves and our services.

16. General

16.1. Notices: In order to be effective, a notice given by a party under these T&Cs must be in writing, in English and sent to the registered address of the other party, or to the email of the other party that is last known or has otherwise been notified by the other party from time to time.

16.2.Assignment: You may not assign, novate, subcontract or otherwise encumber or transfer the Contract or any right or obligation under it to any third party without our prior written consent.

16.3. Severance: If any provision of the Contract (or part of any provision) is or becomes illegal or unenforceable, it will not affect the legality or enforceability of any other provision of the Contract.

16.4. Waiver: No failure or delay by either party to exercise any right or remedy under the Contract or applicable law will operate as a waiver of that right or remedy, nor will it preclude any future exercise of that or any other right or remedy.

16.5. Third-Party Rights: No third party will have any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce or rely on any provision of the Contract.

16.6. Governing Law and Jurisdiction: The Contract, and any dispute arising out of or in connection with it, will be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.

SALES TERMS AND CONDITIONS

Who we are

Purpose of these T&Cs

These terms and conditions (T&Cs) set out the basis on which we agree to enter into a legally binding relationship with you: (i) to sell Goods to you, and (ii) install them, and where applicable, maintain them.

Agreed Terms

1. Definitions and Interpretation

1.1. In these T&Cs:

(a) Confidential Information means all information or data relating to either party or its services, business, proposed business, clients, staff, finances, transactions or affairs that is: (i) marked or identified as confidential, or (ii) that is of a confidential or proprietary nature that the other party should reasonably expect to be confidential,

(b) Contract means the agreement between you and us for the sale of the Goods and supply of the Installation Services, incorporating and constituted by these T&Cs and the Order once accepted by us,

(d) Delivery Location means the location for delivery of the Goods as set out in the Order,

(e) Force Majeure Event means any event or sequence of events beyond our reasonable control,

(f) Goods means the goods to be sold by us to you as set out in the Order,

(g) Installation Fee means the fee for the Installation Services as set out in the Order,

(h) Installation Services means the services to install the Goods at the Delivery Location, carried out by us or any third party nominated by us,

(i) Maintenance Fee means the fee for the Maintenance Services as either set out in the Order or communicated by us to you,

(j) Maintenance Services means the services to maintain the Goods, carried out by us or any third party nominated by us if agreed to be provided between the parties in a separate maintenance services agreement,

(k) Order means your order from us for the sale of the Goods and supply of the Installation Services,

(l) Price has the meaning given in section 8.1 of these T&Cs,

(m) Specification means the description of the Goods as set out in the Order, and

(n) you and your means the business named in the Order.

1.2. In these T&Cs, a reference to:

(a) a section is to the relevant numbered section of these T&Cs,

(b) a party is to either you or us, and a reference to the parties is to both you and us together,

(c) a third party is to any individual or business (whether, however and wherever incorporated) that is not a party to the Contract, and

(d) written or in writing includes email but does not include text messages or any communication sent via any other messaging application or social or other online media.

2. Application of these T&Cs

2.1. These T&Cs apply to and form part of the Contract. They supersede any previously issued terms and conditions of sale, purchase or supply.

2.2. No terms or conditions endorsed on, delivered with or contained in any of your purchase conditions, Orders, specification or other documents, nor any terms or conditions referred to or otherwise communicated by you, will form part of the Contract.

2.3. No variation of these T&Cs will be binding unless we expressly agree in writing prior to the Order being accepted, in which case such variation will apply to the Contract constituted by that Order and the varied T&Cs only and not to future Orders or Contracts.

2.4. Each Order you submit to us will constitute an offer subject to and in accordance with these T&Cs.

2.5. The offer constituted by an Order will remain in effect and capable of being accepted by us for 90 days from the date on which you submitted the Order to us, unless you have expressly withdrawn the offer during this time.

2.6. We may accept or reject an Order at our discretion. An Order will not be accepted, and no binding obligation to perform will arise until our written acceptance of the Order.

2.7. If we are unable to accept an Order, we will endeavour to notify you as soon as reasonably possible.

2.8. Our rejection of an Order, including any communication accompanying such rejection, will not constitute a counter-offer that is capable of being accepted by you.

2.9. We may issue quotations to you from time to time. Quotations are invitations to treat only and do not constitute an offer, nor are they incapable of being accepted by you.

2.10. Marketing and other promotional material are illustrative only and do not form part of the Contract.

3. Delivery

3.1. We will use reasonable endeavours to deliver the Goods, or have the Goods delivered by a nominated third-party carrier, to the Delivery Location by the date for delivery set out in the Order.

3.2. Where reasonably practicable for us to do so, we may deliver the Goods, or have the Goods delivered by a nominated third-party carrier, in instalments.

3.3. Unless we otherwise require, we or any nominated third-party carrier will not be obliged to take back any delivery and packaging material accompanying the Goods, which will be disposed of at your cost. If we require delivery or packaging material to be returned to us, you will keep it safe and make it available for collection on demand.

3.4. You will provide us and any nominated third-party carrier with all access to the Delivery Location and assistance reasonably required to deliver the Goods.

3.5. You will ensure that the conditions at the Delivery Location allow easy and safe delivery of the Goods.

3.6. If you do not take delivery of the Goods on time for any reason, we may store the Goods pending delivery and you will pay our reasonable delivery and storage charges.

3.7. We will not be responsible for any delay in or failure of delivery of any Goods caused or contributed to by:

(a) your failure to: (i) make the Delivery Location available, (ii) prepare the Delivery Location as required for delivery of the Goods, or (iii) provide us with adequate instructions for delivery,

(b) the Goods complying with your designs, instructions, requirements or specifications,

(d) a Force Majeure Event.

3.8. If the Goods appear to be visibly damaged or otherwise not in compliance with the Order, you may reject the Goods on delivery. You will notify us or our nominated third-party carrier immediately of the reason for rejection. If you fail to notify us or our nominated third-party carrier at the time of delivery of your rejection, you will be deemed to have accepted the Goods as delivered.

4. Installation and Maintenance

4.1. We will carry out the Installation Services as set out in the Order (if any) and the Maintenance Services as set out in the relevant maintenance services agreement.

4.2. You will provide us and any nominated third-party carrier with all access and assistance reasonably required to carry out the Installation Services and Maintenance Services.

4.3. We will not be responsible for:

(a) ensuring the Delivery Location is fit and ready for the Installation Services or Maintenance Services to be carried out,

(b) integrating the Goods with any third-party equipment, or

4.4. Subject to section 4.7, we warrant that the Installation Services and Maintenance Services will be supplied with reasonable care and skill within the meaning of s.13 of the Supply of Goods and Services Act 1982.

4.5. Subject to section 4.7, we will, at our option, remedy, re-perform or refund a proportion of the Installation Fee or Maintenance Fee for any Installation Services or Maintenance Services respectively that do not comply with section 4.4, provided that you serve a written notice on us within 14 days of supply stating that some or all of the Installation Services or Maintenance Services, as the case may be, do not comply with section 4.4 and identifying in sufficient detail the nature and extent of the alleged defect.

4.6. Section 4.5 sets out your sole and exclusive remedies (however arising, whether in contract, tort, negligence or otherwise) for any delay or failure to comply with, or any breach of, section 4.4 or for any other defective supply of the Installation Services and Maintenance Services.

4.7. We will not be responsible for any delay in or failure of performance of the Installation Services or Maintenance Services, nor will we be liable for any delay or failure to comply with section 4.4 caused or contributed to by:

(a) your failure to: (i) make the Delivery Location available; (ii) prepare the Delivery Location as required for the performance of the Installation Services and Maintenance Services; or (iii) provide us with adequate instructions to enable us to perform the Installation Services and Maintenance Services,

(b) the Installation Services and Maintenance Services complying with your designs, instructions, requirements or specifications,

(d) a Force Majeure Event.

4.8. Other than as expressly and specifically set out in the Contract:

(a) all conditions, warranties and terms, whether express or implied by statute, common law or otherwise (including in each case any implied conditions, warranties or terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result) are excluded to the fullest extent allowed by applicable law, and

(b) we give no warranty or undertaking, and make no representation, in relation to the Installation Services or Maintenance Services.

5. Specification

5.1. We will use reasonable endeavours to ensure that on delivery the Goods materially conform to the Specification.

5.2. The Goods will be subject to availability. We reserve the right to modify the Goods at any time or to substitute the Goods with goods of no lesser functionality without giving prior notice to you.

5.3. You acknowledge that the Goods may not be new or unused. We do not warrant that the Goods will be free from minor defects, including surface scratches. The presence of any minor defects that do not materially affect the operation of the Goods will not entitle you to any refund or discount of the Price. We make no warranty and give no representation that any used Goods will be of satisfactory quality.

5.4. We make no warranty and give no representation that the Goods will be fit for a particular purpose.

6. Title

6.1. Title to the Goods will pass to you once we have received payment in full and cleared funds for the Goods.

6.2. Until title to the Goods has passed to you, you will:

(a) hold the Goods as bailee for us,

(b) store the Goods separately from all other material in your possession,

(d) insure the Goods from the date of delivery against ‘all risks’,

(e) ensure that the Goods are clearly identifiable as belonging to us, and

(f) not remove or alter any mark on or packaging of the Goods.

6.3. If, at any time before title to the Goods has passed to you, you undergo any event which reasonably indicates to us a state of financial distress, we may:

(a) require you to re-deliver the Goods to us, and

(b) if you fail to re-deliver the Goods to us promptly, we or any third party nominated by us may enter any premises where the Goods are stored and repossess them.

7. Risk

Risk in the Goods will pass to you on delivery.

8. Fees and Payment

8.1. The price for the Goods will be as set out in the Order or, where no such provision is set out, will be as advised by us from time to time before the date the Order is accepted (the Price).

8.2. Where applicable if and as set out in the Order, we will charge a non-refundable deposit required to be paid by you to us on the date of acceptance of the Order, which we will apply as an instalment payment towards the total balance of the Price.

8.3. The Price, the Installation Fee and the Maintenance Fee are exclusive of VAT, transportation and any other separate costs we identify in the Order. You will pay any applicable VAT to us on receipt of a valid VAT invoice.

8.4. We will issue invoices for the Price, the Installation Fee and the Maintenance Fee as set out in the Order. If no such details are set out in the Order, we will issue invoices at such intervals as we deem reasonable.

8.5. You will pay all invoices in full, without deduction, set-off or counterclaim, to the bank account nominated by us, in accordance with the payment terms set out in the Order. If no such payment terms are set out in the Order, each invoice is payable immediately on receipt.

8.6. We reserve the right to increase the Price at any time before delivery of the Goods is completed by giving you written notice, providing that we may only exercise such right if and to the extent that our direct costs of selling the Goods to you have increased.

8.7. We reserve the right to increase the Installation Fee at any time before supply of the Installation Services is completed by giving you written notice, providing that we may only exercise such right if and to the extent that our direct costs of supplying the Installation Services to you have increased.

8.8. If any sums due under the Contract are not paid in full by the due date:

(a) interest will accrue daily on such sums from the due date for payment until payment is received in full at the rate of 4% above the Bank of England base rate from time to time in force, and

(b) we may suspend delivery of the Goods and supply of the Installation Services and Maintenance Services without liability until payment is received in full.

9. Liability

9.1. The extent of our liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way, and whether or not caused by negligence or misrepresentation) will be as set out in this section 9.

9.2. Nothing in the Contract operates or seeks to exclude or limit any liability which cannot be excluded or limited by applicable law, including for death or personal injury caused by negligence, fraud and fraudulent misrepresentation, and all exclusions and limitations of liability in the Contract will be subject always to this section 9.2.

9.3. We will not be liable for any indirect or consequential loss, nor will we be liable for any of the following (whether direct or indirect):

(a) loss of profit or loss of revenue,

(b) loss of contract or loss of business opportunity,

(d) loss or damage to premises or equipment,

(e) loss of use or loss of production,

(f) loss of savings, discount or rebate,

(g) wasted expenditure, or

(h) harm to reputation or loss of goodwill.

9.4. Our aggregate liability in respect of the Contract will not exceed a sum equal to 100% of all sums that we have received from you under the Contract.

9.5. Except as expressly stated in these T&Cs, we give no warranty or undertaking and we make no representation, and all warranties, terms and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by applicable law.

10. Termination

10.1. We may terminate the Contract at any time on written notice if you:

(a) commit a material breach of the Contract which cannot be remedied,

(b) fail to remedy a material breach of the Contract within 7 days of becoming aware of it,

(d) undergo any event which reasonably indicates to us a state of financial distress,

(e) act or communicate with us or any third party in any way which we reasonably deem to be abusive, threatening or unprofessional, or

(f) commit any act or make any statement which could harm our reputation, your reputation or the reputation of any third party.

10.2. No refunds of any sums paid under the Contract will become due by reason of termination of the Contract for whatever reason.

10.3. Expiry or termination of the Contract for whatever reason will not affect any accrued rights, obligations or liabilities of either party up to the date of expiry or termination.

11. Confidentiality

11.1. Each party will keep confidential all Confidential Information of the other party and not use it for any purpose or disclose it to any third party, except as permitted by section 11.2 of these T&Cs.

11.2. A party may:

(a) use the other party’s Confidential Information as required to perform its obligations and exercise its rights under the Contract,

11.3. This section 11 will remain in force for a period of 12 months following expiry or termination of the Contract.

12. Public Statements

13. General

13.1. Notices: In order to be effective, a notice given by a party under these T&Cs must be in writing, in English and sent to the registered address of the other party, or to the email of the other party that is last known or has otherwise been notified by the other party from time to time.

13.2. Assignment: You may not assign, novate, subcontract or otherwise encumber or transfer the Contract or any right or obligation under it to any third party without our prior written consent.

13.3. Severance: If any provision of the Contract (or part of any provision) is or becomes illegal or unenforceable, it will not affect the legality or enforceability of any other provision of the Contract.

13.4. Waiver: No failure or delay by either party to exercise any right or remedy under the Contract or applicable law will operate as a waiver of that right or remedy, nor will it preclude any future exercise of that or any other right or remedy.

13.5. Third-Party Rights: No third party will have any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce or rely on any provision of the Contract.

13.6. Governing Law and Jurisdiction: The Contract, and any dispute arising out of or in connection with it, will be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.

Terms & Conditions

HIRE TERMS AND CONDITIONS

SALES TERMS AND CONDITIONS

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