General Terms and Conditions
For the Online Sales Terms and Conditions click here.
2. These terms
3. Information about us and how to contact us
4. Basis of Contract
5. Your right to make changes
6. Our right to make changes
9. Your right to end the contract if you are a consumer
10. How to end the contract with us if you are a consumer
11. Our right to end the contract
12. If there is a problem with the product
13. Quality of the goods
14. Title and risk
15. Supply of services
16. Equipment hire
17. Customers obligations
18. Charges and payment
19. Intellectual property rights
21. Limitation of liability
23. Consequences of termination
24. Force majeure
25. Indemnity and insurance
The Customer's attention is particularly drawn to the provisions of clause 21.
1.1 Definitions. In these Conditions, the following definitions apply:
Collection Location: has the meaning set out in clause 8.4
Commencement Date: has the meaning set out in clause 4.4.
Conditions: these terms and conditions as amended from time to time in accordance with clause 26.9.
Contract: the contract between the Supplier and the Customer for the supply of the Products in accordance with these Conditions.
Customer: the person or firm who purchases the Products from the Supplier.
Delivery: shall mean the transfer of physical possession of the Products from the Supplier to the Customer.
Delivery Location: has the meaning set out in clause 8.3.
Equipment: shall mean the hired equipment described in the Service Specification.
Force Majeure Event: has the meaning given to it in clause 24.
Goods: the goods and related accessories, spare parts and documentation and other physical material as set out in the Order Confirmation.
Goods Specification: any specification for the Goods, including any relevant plans or drawings that are agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Order: the Customer's order for the supply of the Products as set out in the Customer's purchase order form or email from the Customer to the Supplier.
Order Confirmation: written confirmation from the Supplier to the Customer setting out the Products to be supplied. The Order Confirmation shall include details such as the order date, order number, price of Products and delivery and payment details.
Price: has the meaning given in clause 18.1.
Product[s]: means the Goods and/or Services ordered and/or the Equipment hired by the Customer from the Supplier
Rental Payments: the payments due to the Supplier as set out in the Service Specification.
Rental Period: the hire period as set out in the Service Specification.
Services: the services, including the Goods and Equipment, supplied by the Supplier to the Customer as set out in the Service Specification.
Service Specification: the description or specification of the Services to be provided by the Supplier to the Customer.
Supplier: Sound Induction Systems Limited registered in England and Wales with company number 03956767.
Suppliers Products: shall mean any of the Suppliers Products which benefit from the Suppliers product guarantee. Whether the goods are considered Suppliers Products will be confirmed in the Order Confirmation.
Total Loss: the Equipment is in the Suppliers reasonable opinion damaged beyond repair, lost, stolen, seized or confiscated.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) A reference to a party includes its personal representatives, successors or permitted assigns;
(c) A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) A reference to writing or written includes e-mail.
(f) Any reference to us, we and our is a reference to the Supplier and any reference to you is a reference to the Customer.
2. These Terms
2.1 These are the terms and conditions on which we supply the Products to you.
2.2 Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Products to you, how we may change or end the contract, what to do it there is a problem and other important information. If you think there is a mistake in these terms please contact us to discuss.
3. Information about us and how to contact us
3.1 We are Sound Induction Systems Limited, a company registered in England and Wales. Our company registration number is 03956767 and our registered office is at Unit 27 Mochdre Industrial Estate, Newtown, Powys SY16 4LE. Our VAT number is GB489356488.
3.2 You can contact us by telephoning our customer service team on 01686 628012 or by writing to us at email@example.com. Alternatively you can contact us via the contact us link on our website at www.soundinduction.co.uk.
3.3 If we have to contact you we will do so by telephone or by writing to you at the email address provided to us in your Order.
4. Basis of contract
4.1 The Order constitutes an offer by the Customer to purchase the Products from the Supplier in accordance with these Conditions.
4.2 Following receipt of the Order the Supplier will provide the Customer with a quotation and if appropriate a Goods Specification and / or Service Specification. If the Customer wishes to accept the terms of the quotation, the Customer should within 30 days of the date of the quotation write to the Supplier confirming acceptance of the quotation.
4.3 If for any reason the Supplier is unable to accept the Order, the Supplier will inform the Customer of this in writing and will not charge for the product. This might be because the Product is out of stock, because of unexpected limits on resources which could not be foreseen or because the Supplier is unable to meet a delivery deadline that has been specified.
4.4 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order by providing the Customer with an Order Confirmation at which point and on which date the Contract shall come into existence (Commencement Date).
4.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
4.6 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustrations or descriptions of the Products contained in the Supplier's catalogues, websites or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
4.7 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4.8 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
4.9 All of these Conditions shall apply to the supply of the Products except where application to one or the other is specified.
5. Your right to make changes
5.1 If you wish to make changes to the Products you have ordered please contact us (please see clause 3). We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change. We will also ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequence of making the change is unacceptable to you, you may want to end the contract.
6. Our rights to make changes
6.1 We may change the Product:
(a) To reflect changes in relevant laws and regulatory requirements; and
(b) To implement minor technical adjustments and improvements to the Product
7.1 The Products are described on the Supplier's website or in the manufacturer’s catalogue. The Products may from time to time be modified, however such modifications will be specified in the Goods Specification or the Service Specification or in the manufacturer’s catalogue.
7.2 The images of the Products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours or a picture in our brochure accurately reflects the colour of the Products. Your Products may vary slightly from those images.
7.3 The packaging of the Products may vary from that shown in images on our website or in our brochure.
7.4 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This clause 7.4 shall survive termination of the Contract.
7.5 The Supplier reserves the right to amend the Order Confirmation, Goods Specification and/or Service Specification if required by any applicable statutory or regulatory requirements.
8.1 The costs of delivery will be as set out in the Order Confirmation.
8.2 The Supplier shall ensure that:
(a) Each delivery of the Products is accompanied by a delivery note or packing list which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods, special storage instructions (if any) and, if the Order Confirmation states that the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
(b) If the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note or packing list. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
8.3 The Supplier shall deliver the Products to the location set out in the Order Confirmation or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Products are ready.
8.4 If the Supplier agrees, the Customer may collect the Products from the Supplier's premises at Unit 27 Mochdre Industrial Estate, Newtown, Powys SY16 4LE or such other location as may be advised by the Supplier before delivery (Collection Location) at a date and time that is agreed between the parties.
8.5 Delivery of the Products shall be completed either on the Products’ arrival at the Delivery Location or on collection of the Products from the Collection Location.
8.6 During the order process we will let you know when we will provide the Products to you.
(a) If the Products are goods we will deliver them to you as soon as reasonably possible but in any event within 30 days after the Commencement Date.
(b) If the Products are services, we will begin the Services on the date set out in the Order Confirmation. The estimated completion date for the services is as told to you during the order process.
8.7 Any dates quoted for delivery of the Products is approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products 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 Products.
8.8 If the Supplier fails to deliver the Products its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Products or any relevant instruction related to the supply of the Products.
8.9 If the Customer fails to accept or take delivery of the Products within 14 days of the Supplier notifying the Customer that the Products are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Products:
(a) Delivery of the Products shall be deemed to have been completed at 9.00 am on the 8th day following the day on which the Supplier notified the Customer that the Products were ready; and
(b) The Supplier shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
8.10 If after 14 days after the Supplier notified the Customer that the Products are ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
8.11 The Customer shall not be entitled to reject the Products if the Supplier delivers up to and including 5 per cent more or less than the quantity of Products ordered, but a pro-rata adjustment shall be made to the order invoice on receipt of notice from the Customer that the wrong quantity of Products were delivered.
8.12 The Supplier may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
8.13 If you are a consumer, you have legal rights if we deliver Products late. If we miss a delivery deadline for any Products, you may treat the contract at an end if any of the following apply:
(a) We have refused to deliver the Products;
(b) Delivery within the delivery deadline was essential (taking into account the relevant circumstances); or
(c) You told us before we accepted your order that delivery within a certain deadline was essential.
8.14 If you do not wish to treat the contract as an end in accordance with clause 8.13 you can give us a new deadline for delivery which must be reasonable and you can treat the contract as at an end if we do not meet the new deadline.
8.15 If you do choose to treat the contract as at an end for late delivery under clause 8.13 you can cancel your order of the Products or reject Products that have been delivered (please see clause 10). We will refund any sums paid to us for the cancelled Products and their delivery. If the Products have been delivered you must post them back to us. We will pay the costs of postage. Please contact us in accordance with the instructions provided in clause 10.1.
8.16 We may have to suspend the supply of a Product to:
(a) Deal with technical problems or make minor technical changes;
(b) Update the Product to reflect changes in relevant laws and regulatory requirements;
(c) Make changes to the Product as requested by you or notified by us to you.
8.17 If you do not pay us for the Products when you are supposed to and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (please see clause 18.7).
9. Your rights to end the contract if you are a consumer
9.1 Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or mis-described you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back) please see clause 12;
(b) If you want to end the contract because of something we have done or have told you we are going to do, please see clause 9.2.
(c) If you have just changed your mind about the product, please see clause 9.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
(d) In all other cases (if we are not at fault and there is no right to change your mind), please see clause 9.6.
9.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the Contract will end immediately and we will refund you in full for any Products which have not been provided. The reasons are:
(a) We have told you about an upcoming change to the Product or these terms which you do not agree to;
(b) We have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;
(c) There is a risk that supply of the Products may be significantly delayed because of events outside our control (see clause 24);
(d) We have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 6 weeks; or
(e) You have a legal right to end the contract because of something we have done wrong (including because we have delivered late).
9.3 For most products bought over the telephoneor by exchange of emails you have a legal right to change your mind within 14 days and receive a refund. These rights are contained in the Consumer Contracts Regulations 2013.
9.4 You do not have a right to change your mind in respect of:
(a) Microphones, earphones and any other items to which high standards of hygiene are applied;
(b) Services, once these have been completed, even if the cancellation period is still running;
(c) Products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
(d) Sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them;
(e) Any Products which become mixed inseparably with other items after they are delivered;
(f) Any Products that have been installed and cannot be returned to the same physical state as they were in when we delivered them to you or Products that have been made or adapted to meet your particular requirements.
9.5 How long you have to change your mind depends on what you have ordered and how it is delivered.
(a) In the case of Services you have 14 days after the date of the Order Confirmation. However, once we have completed the Services you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
(b) In the case of Goods you have 14 days after the day you (or someone you nominate) receives the goods, unless:
(i) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
(ii) Your goods are for regular delivery over a set period In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
9.6 Even if we are not at fault and you do not have a right to change your mind, you can still end the contract before it is completed, but you may have to pay us compensation. A contract for Goods is completed when the Product is delivered, and paid for. A contract for Services is completed when we have finished providing the Services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for Products not provided but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the contract.
10. How to end the contract with us (including if you have changed your mind) if you are a consumer
10.1 To end the contract with us, please let us know by doing one of the following:
(a) Phone or email. Call our customer services team on 01686 628012 or email us at firstname.lastname@example.org. Please provide your name, order reference number, order date and full details of your order together with your phone number and email address. We will then send you a return goods form with a returns number for you to complete and return to us with the Products.
(b) Online. By contacting us via the 'contact us' link on our website. Please ensure you provide us with the information requested in 10.1(a).
(c) By post. Please note that our preferred method of communication is email or telephone as it allows us to process requests quicker. Should you wish however to end the contract with us by post then please write to us at our contact address providing the information requested in clause 10.1(a).
10.2 Returning products after ending the contract. If you end the contract for any reason after the Products have been dispatched to you or you have received them, you must return them to us. You must either return the Products in person to where you collected them or post them back to us at Unit 27 Mochdre Industrial Estate, Newtown, Powys SY16 4LE. Please call customer services on 01686 628012 or email us at email@example.com. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
10.3 When we will pay the costs of return. We will pay the costs of return:
(a) If the products are faulty or misdescribed;
(b) If you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong;
In all other circumstances you must pay the costs of return.
10.4 How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
10.5 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Products, if this has been caused by your handling of them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
(c) Where the product is a Service, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.
10.6 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
(a) If the Products are Goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the Products back from you or, if earlier, the day on which you provide us with evidence that you have sent the Products back to us. For information about how to return a Product to us, see clause 10.2.
(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
11. Our rights to end the contract
11.1 We may end the contract if you break it. We may end the contract for a Product at any time by writing to you if:
(a) You do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
(b) You do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products;
(c) You do not, within a reasonable time, allow us to deliver the Products to you or collect them from us;
(d) You do not, within a reasonable time, allow us access to your premises to supply the Services.
(e) There is insufficient stock to fulfil your Order
(f) We do not deliver in your area
(g) There was an issue with the pricing of the Products
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract
12. If there is a problem with the product
12.1 If you have any questions or complaints about the Product, please contact us by doing one of the following:
(a) Phone or email. Call our customer services team on 01686 628012 or email us at firstname.lastname@example.org. Please provide your name, order reference number, order date and full details of your order together with your phone number and email address. If appropriate, we will then send you a return goods form with a returns number for you to complete and return to us with the Products.
(b) Online. By contacting us via the contact us link on our website. Please ensure you provide us with the information requested in 12.1(a).
(c) By post. Please note that our preferred method of communication is email or telephone as it allows us to process requests quicker. Should you wish however to contact by post please write to us at our contact address providing the information requested in clause 12.1(a).
12.2 If you wish to exercise your legal rights to reject products you must post them back to us. We will pay the costs of postage. Please contact us in accordance with 12.1.
12.3 If the Product is damaged in any way when it is delivered please ensure that you make a note of the damage on the signed for slip when you accept delivery and then contact us at email@example.com as soon as possible and within 7 days to let us know.
12.4 We are under a legal duty to supply Products that are in conformity with this Contract. Nothing in these terms affects your legal rights.
13. Quality of Goods
13.1 The Products will be supplied with the manufacturer’s warranty except where the Order Confirmation specifically confirms that the Products benefit from the suppliers own warranty as provided for in this clause.
13.2 The Supplier warrants in relation to the Suppliers Products that on delivery, and for a period of 12 months from the date of delivery (warranty period), unless otherwise specified in the Order Confirmation, the Suppliers Products shall:
(a) Conform in all material respects with their description and the Goods Specification;
(b) Be free from material defects in design, material and workmanship;
(c) Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 and the Consumer Rights Act 2015); and
(d) Be fit for any purpose held out by the Supplier.
13.3 Subject to clause 13.4, if:
(a) The Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Suppliers Products do not comply with the warranty set out in clause 13.2;
(b) The Supplier is given a reasonable opportunity of examining the Suppliers Products; and
(c) The Customer (if asked to do so by the Supplier) returns the Suppliers Products to the Supplier's place of business at the Customer's cost,
The Supplier shall, at its option, repair or replace the defective Suppliers Products, or refund the price of the defective Suppliers Products in full.
13.4 The Supplier shall not be liable for the Suppliers Products failure to comply with the warranty in clause 13.2 if:
(a) The Customer makes any further use of such Suppliers Products after giving a notice in accordance with clause 13.3;
(b) The defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Supplier’s Products or (if there are none) good trade practice;
(c) The defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) The Customer alters or repairs such Suppliers Products without the written consent of the Supplier;
(e) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) The Suppliers Products differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
13.5 Except as provided in this clause, the Supplier shall have no liability to the Customer in respect of the Suppliers Products failure to comply with the warranty set out in clause 13.2.
13.6 The terms of these Conditions shall apply to any repaired or replacement Suppliers Products supplied by the Supplier under clause 13.2
14. Title and risk
14.1 The risk in the Goods shall pass to the Customer on completion of delivery. It is therefore important that when the Goods are delivered that you or anyone accepting delivery on your behalf inspects the parcel. In the event that the Goods or the packaging is damaged, please ensure that a note of the damage is made on the signed for slip and that you email us as soon as possible and within 7 days to let us know at firstname.lastname@example.org.
14.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) The Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; an
(b) The Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 14.4.
14.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
(d) Notify the Supplier immediately if it becomes subject to any of the events listed in clause 22.1(b) to clause 22.1(m); and
(e) Give the Supplier such information relating to the Goods as the Supplier may require from time to time.
14.4 Subject to clause 14.5, the Customer may resell or use the Goods before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) It does so as principal and not as the Supplier’s agent; and
(b) Title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
14.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 22.1 then, without limiting any other right or remedy the Supplier may have:
(a) The Customer's right to resell Goods or otherwise use them ceases immediately; and
(b) The Supplier may at any time:
(i) Require the Customer to deliver up all of the Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) If the Customer fails to do so promptly, the Supplier may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
14.6 Title in the Equipment shall at all times remain the property of the Supplier and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these terms and conditions).
14.7 Risk in the Equipment including but not limited to risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment are in possession, custody or control of the Customer (Risk Period) until such time as the Equipment are redelivered to the Supplier.
14.8 The Customer shall give immediate written notice to the Supplier in the event of any loss accident or damage to the Equipment arising out of or in connection with the Customers possession or use of the Equipment.
15. Supply of Services
15.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
15.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
15.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
15.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
15.5 If the Customer does not allow the Supplier to access to the property to perform the Services as arranged the Supplier may charge the Customer additional costs incurred as a result. If despite our reasonable efforts, the Supplier is unable to contact the Customer or re-arrange access to the property the Supplier may end the contract.
16. Equipment Hire
16.1 The Supplier shall hire the Equipment to the Customer for use in accordance with the Service Specification subject to these terms and conditions.
16.2 The Rental Period shall be for such a time as is set out in the Service Specification unless the agreement is terminated earlier in accordance with this agreement.
16.3 The Customer shall pay the Rental Payments to the Supplier upon receipt of the Service Specification by credit or debit card or by bank payment unless otherwise agreed by the Supplier.
16.4 The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.
16.5 All amounts due under the Service Specification shall be paid in full without any set off counterclaim deduction or withholding (other than any deduction or withholding of tax as required by law).
16.6 If the Customer fails to make payment due to the Supplier in accordance with the Order Confirmation by the due date for payment then without limiting the Suppliers other remedies the Customer shall pay the Suppliers interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount whether before or after judgement. The Customer shall pay the interest together with the overdue amount.
17. Customer's obligations
17.1 The Customer shall:
(a) Ensure that the terms of the Order Confirmation and/or Service Specification and (if submitted by the Customer) the Goods Specification are complete and accurate;
(b) Co-operate fully with the Supplier in all matters relating to the supply of the Products;
(c) Provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
(d) Provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(e) Prepare the Customer's premises for the supply of the Services;
(f) Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g) Keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Goods and Equipment in good condition until returned to the Supplier, and not dispose of or use the Goods and Equipment other than in accordance with the Supplier's written instructions or authorisation; and
(h) Ensure that the Equipment is kept and operated in a suitable environment used only for the purposes for which it is designed and operated in a proper manner;
(i) Take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set used cleaned or maintained by a person at work;
(j) Maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good operating condition as it was on Delivery and shall make good any damage caused to the Equipment;
(k) Make no alterations to the Equipment and shall not remove any existing components from the Equipment;
(l) Keep the Supplier fully informed of all material matters relating to the Equipment;
(m) Not to part control, sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage charge lien or other security interest in respect of it;
(n) Not to suffer or permit the Equipment to be confiscated seized or taken out of its possession or control under any distress execution or other legal process, but if the Equipment is so confiscated, seized or taken the Customer shall notify the Supplier and the Customer shall at their sole expense use its best endeavours to procure the release of the Equipment and shall indemnify the Supplier on demand against all losses costs charges damages and expenses incurred as a result of such confiscation.
(o) Not to use the Equipment for any unlawful purpose;
(p) Deliver the Equipment at the end of the Rental Period or on earlier termination of this agreement at such address as the Supplier requires and in accordance with the Service Specification;
(q) Ensure that all amounts owing to the Supplier are paid promptly and in accordance with these Conditions.
17.2 If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 17.2; and
(c) The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
18. Charges and payment
18.1 The price for Products shall be the price set out in the Order Confirmation. The price of the Products is exclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be paid by the Customer when it pays for the Products.
18.2 The charges for Services shall be:
(a) The charges shall be as set out in the Order Confirmation;
(b) The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
18.3 The Supplier reserves the right to:
(a) Increase its charges for the Services. The Supplier will give the Customer written notice of any such increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 2 weeks of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 2 weeks written notice to the Customer; and
(b) Increase the price of the Goods and / or Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(i) Any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing or carriage / delivery costs);
(ii) Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) Any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
18.4 The Customer shall be invoiced for the Products as follows:
(a) In respect of Goods, the Supplier may invoice the Customer on issue of the Order confirmation.
(b) In respect of Services, the Supplier may invoice the Customer on monthly basis in arrears.
(c) In respect of the Equipment, the Supplier may invoice the Customer on issue of the Order Confirmation.
18.5 The Customer shall pay each invoice submitted by the Supplier in full within 30 days of the date of the invoice. Payment can be made by debit or credit card or by bank payment into the Suppliers nominated account (unless alternative payment terms are specified in the Order Confirmation). Time for payment shall be of the essence of the Contract.
18.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products at the same time as payment is due for the supply of the Products.
18.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
18.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
19. Intellectual property rights
19.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
19.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
19.3 All Supplier Materials are the exclusive property of the Supplier.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 20 shall survive termination of the Contract.
21. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
21.1 The extent of the party’s 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) shall be as set out in this clause 21.
21.2 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) Fraud or fraudulent misrepresentation;
(c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) Defective products under the Consumer Protection Act 1987.
21.3 Subject to clause 21.1:
(a) The Supplier 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 Contract; and
(b) The Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £500,000.00.
21.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
21.5 If we are providing Services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services.
21.6 If you use the Products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
21.7 This clause 21 shall survive termination of the Contract.
22.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) The other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;
(b) The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors 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;
(d) A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) The other party (being an individual) is the subject of a bankruptcy petition or order;
(f) A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) 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 22.1(b) to clause 22.1(i) (inclusive);
(k) The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
(l) The other party's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(m) The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
22.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
22.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 22.1(b) to clause 22.1(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
23. Consequences of Termination
23.1 On termination of the Contract for any reason:
(a) The Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices together with any re stocking fee and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) The Customer shall return all of the Goods and/or Equipment and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
23.2 Upon termination of the contract, however caused;
(a) The Suppliers consent to the Customers possession of the Equipment shall terminate and the Supplier may without notice and at the Customers expense retake possession of the Equipment;
(b) Without prejudice to any other rights or remedies of the Customer the Customer shall pay to the Supplier on demand;
(i) All Rental Payments and other sums due but unpaid at the date of such demand together with any interest;
(ii) Any costs and expenses incurred by the Supplier in recovering the Equipment and or collecting any sums due under the agreement.
24. Force majeure
24.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors including delivery drivers and couriers.
24.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
24.3 If the Force Majeure Event prevents the Supplier from providing any of the Products for more than 6 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
25. Indemnity and insurance
25.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
25.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
26.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(c) The Customer may transfer the Suppliers guarantee offered on the Suppliers Products to a person who has acquired the Product. The Supplier may require the person to whom the guarantee has been transferred to provide reasonable evidence that they are now the owner of the relevant item or Product.
(d) This contract is between the Customer and the Supplier. No other person shall have any rights to enforce any of its terms, except as explained in 26.1(c) in respect of the Suppliers guarantee.
(a) Any notice or other communication given to a party under or in connection with this Contract 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 or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, on the day it was delivered; if sent by pre-paid first class post or other next working day delivery service, 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 sent by or e-mail, one business day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
26.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
26.5 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
26.6 Delay. Even if we delay in enforcing this contract we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
26.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
26.8 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
26.9 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
26.10 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
26.11 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).