Terms of Business

1. General

a. The ‘Provider’ means ArtRatio S.L., a limited-liability company with registered address at Ronda Vall d’Uxó 125, 03206 Elche, Spain and with EU Tax Nr. ES-B53944633, and referred to as “us”, “Us”, “we” or “We”:

The ‘Quotation’ means the information pertaining to the sale or hire of the Goods, which is attached, referenced, given or enclosed (or where these Terms are attached to a delivery note, invoice or acknowledgement of order, the quotation means the quotations supplied to you previously by us):

The ‘Client’ means you, the person, organisation, firm or company to whom the quotation, invoice, delivery note, application for payment or acknowledgement of order is addressed:

The ‘Goods’ mean the equipment, components and associated services, delivered as hardware or software, which are the subject of the quotation, invoice, delivery note, application for payment or acknowledgement of order respectively:

The ‘Contract’ means the agreement for the sale or hire of the Goods as set out in the quotation, invoice, delivery note, application for payment or acknowledgement of order and these terms, and any other documents signed by the parties and expressly stated to form part of the Contract:

The ‘Hire Period’ means the period of time commencing on the date of delivery as specified in the Quotation for the hire of the Goods until the date of collection of the Goods:

‘Total Loss’ means a total loss or constructive or arranged total loss as declared by the insurers of the Goods:

b. These Terms of Business supersede any earlier terms appearing in any of our documentation (other than special terms) and all representations, terms, conditions, warranties or guarantees whether express or implied arising by statute, common law or otherwise are (to the extent permissible by law) hereby excluded, provided that nothing in these Terms of Business shall operate to exclude or restrict liability for personal injury or death resulting from our negligence or to exclude the provisions of Section 12 of the Sale of Goods Act 1979.

c. These Terms of Business, with such special terms and conditions as are endorsed within our offer enclosed hereof, are the only terms and conditions upon which the Provider is prepared to deal with the Client, and they solely govern any contract arising out of the Provider’s quotation and order acknowledgement to the exclusion of any other expressed or implied terms and conditions, unless specifically altered or amended and signed by a Director of the Provider.

d. If the whole or any part of any one or more provisions of the Contract would be deemed unreasonable pursuant to the Unfair Contract Terms Act 1977 or unfair pursuant to the Unfair Terms in Consumer Contracts Regulations 1994, such provisions shall not apply to the extent that they would thereby be unenforceable.

e. If the whole or any part of any one or more provisions of the Contract are invalid or unenforceable at law, all the other provisions of the Contract shall remain in full force and effect and the parties shall negotiate in good faith to agree and implement one or more substitute provisions having similar effect so far as the law permits.

f. If you wish the Goods to comply with any specification, you must notify us of these requirements in writing and any such specifications must be agreed by us in writing, prior to us entering into the Contract.

g. You shall not assign the benefits of this Contract without our prior written consent.

h. By accepting the Quotation, you warrant that the use of the Goods is appropriate to the intended application and their use complies with all local and national legislation, building regulations, standards, codes of practices and any other requirements.

i. You agree to indemnify us for all injury, loss or damage occurring to any person or property and against all actions, demands, expenses or charges made in connection with the Contract arising from the use of the Goods where the use of the Goods results in injury, damage or loss due directly or indirectly to the carelessness or negligence of you or your servants or agents or to any breach by you of your obligations to us under the Contract.

j. The supply of Goods hereunder shall not confer any right upon you to use any of our trademarks without our prior written consent and at all times such trademarks shall remain our property. Nor does it imply any right to use any patent which we may have or any indemnity against infringement of the right of third parties.

k. No failure by us whether by way of indulgence or otherwise to enforce or delay in enforcing our rights hereunder shall operate as a waiver of any of our rights. We shall not be liable for any consequential or indirect loss suffered by you whether this loss arises from breach of contract or tort or in any way (including but not limited to loss arising from our negligence). Consequential or indirect loss shall include (but shall not be limited to) loss of profits, goodwill, contracts and consumers. Our total liability for any one claim or for the total of all claims arising from any one act or default by us (whether arising from our negligence or otherwise) shall not exceed the price of the Goods. Without prejudice to any other time limits expressed herein, we shall not be liable for any claim unless:

i. notes containing reasonable details of the claim have been given to us within three months of the matters giving rise to the claim becoming known to you; and

ii. legal proceedings in respect of the claim (if not previously satisfied) are begun within two years of such date.

l. Should any of these Terms of Business conflict with any terms or conditions stated in your order, these Terms shall prevail.

m. The giving by yourselves of any delivery instructions for the Goods or any part thereof or the acceptance by you of delivery of the Goods or any part thereof or any document by you in confirmation of the transaction set out on the basis hereof, after receipt by you of this document, shall constitute unqualified acceptance by you of these Terms.

n. In general the company accepts no design responsibility within contracts unless agreed otherwise in writing by a Director of the Provider. Where the Provider has accepted design responsibility for a contract then this responsibility specifically excludes conformance to any given or implied security standards.

o. Any advice or recommendation given by Provider or its employees or agents to the Client or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Provider is followed or acted upon entirely at the Client’s own risk, and accordingly Provider shall not be liable for any such advice or recommendation which is not so confirmed.

2. Formation of Contract

No contract shall be formed until the Client’s order has been accepted in writing by the Provider. Any quotation in whatever form given to the Client is given subject to these Terms and does not constitute an offer to sell.

3. Price

a. All prices are quoted exclusive of Value Added Tax and are subject to the addition of Value Added Tax at the appropriate rate where applicable.

b. All prices are quoted at current prices and, unless otherwise agreed by the Provider in writing, will be subject to full price fluctuations to take account of labour, material and other cost increases arising after the date of quotation.

4. Payment

a. A payment of 100% of the goods will be due with confirmation of the Quotation, to be settled by the Client within 10 days from the invoice date, unless otherwise agreed in writing by the Provider.

b. All payments will be made by the Client to the Provider in full without any deduction, discount or set-off unless otherwise agreed in writing by the Provider.

c. If any payment is not made by the Client by its due date, the Provider shall be entitled: (i) to charge interest on the outstanding amount at the rate of 2 per cent above the Provider’s Bank’s Base Rate accruing daily; (ii) to require payment in advance of delivery of undelivered goods; (iii) to suspend further deliveries whether under the contract or otherwise and without incurring any liability whatsoever to the Client for delay or non-performance; (iv) to terminate the contract.

d. All goods will remain the property of the Provider until payment is made in full, not later than 30 days after the date of delivery.

5. Delivery and Storage

a. Delivery of each consignment of goods shall be made to the place and in the manner designated by the Client when placing an order.

b. If goods are to be collected, the Client will arrange for the same to be collected within fourteen days of the Provider giving notice to the Client that the goods are ready for collection. The Client will give the Provider at least two clear days notice of the time and manner of proposed collection.

c. Unless otherwise expressly agreed in writing any delivery or completion times indicated by the Provider in its quotation or otherwise are business estimates only and the Provider will not be liable to the Client for any loss or damage sustained by the Client as a result of the Provider’s failure to comply with such delivery or completion times.

d. If for any reason beyond the Provider’s control the Client is unable to accept delivery at the specified date the Provider shall be entitled to submit a claim for payment as if delivery had taken place. The Provider will also be entitled to be paid the amount of any additional loss and expense arising from the delay. The Provider will store goods at the Client’s expense pending acceptance of the goods by the Client.

e. The Client shall be responsible for providing labour at the delivery point for the unloading of vehicles. The Provider will not be liable for shortages or deficiencies or for goods damaged during transit unless written notice is given by the Client to both the Provider and the carriers within seven days of receipt of the goods and unless reasonable opportunity is given to inspect the goods.

f. The Provider shall be entitled to delay, suspend or cancel deliveries if the Client commits any breach of these terms or conditions or becomes bankrupt or makes any agreement or composition with his Creditors or goes into liquidation (otherwise than voluntary for reconstruction or amalgamation purposes) or if a receiver is appointed. These rights may also be exercised by the Provider if the Provider has reasonable grounds to believe that any of such events is likely to occur.

g. Where delivery is to be made by installments each delivery is deemed to be the subject of a separate Contract and any failure by us in respect of any one delivery shall not entitle you to repudiate the Contract or any further installments to be delivered there under.

6. Risks

a. In the event that the goods are to be delivered by the Provider to a place nominated by the Client, the risk therein shall pass to the Client when the goods are tendered for delivery at that place.

b. In the event that the goods are to be collected by the Client from the Provider’s works, the risk therein shall pass to the Client when they are loaded onto the Client’s vehicle or onto the vehicle of the Client’s carrier or other agent or at such time as they are available for loading onto that vehicle and would have been loaded onto it had the Client duly collected them.

c. The Client shall be solely responsible for ensuring that the goods are adequately stored in dry accommodation under cover and in accordance with the Provider’s recommendations after the risk therein had passed to the Client, and the Provider shall not be responsible for any loss or damage or deterioration of the goods from whatever cause arising.

7. Title

Until all sums due under the contract have been received by the Provider:

a. All goods shall remain the property of the Provider who shall be entitled to repossess all or any of the goods if at any time the Client has defaulted in any payment or if in the reasonable opinion of the Provider the credit standing of the Client has been impaired, and the Provider may enter onto any land of the Client for the purpose of so repossessing the goods. Until such time title in the Goods passes to you, you will store them on your premises separately from your own Goods or those of any other person and in a manner which makes them readily identified as our Goods.

b. Any proceeds from or arising out of the disposal or other use of the goods by the Client shall be held on trust by the Client for the Provider absolutely in a separate bank account so as to be readily identifiable as being our property.

8. Variation of Contract

No instruction in respect of any variation of the goods shall be of any effect until confirmed in writing by the Client or the Provider. The additional costs of any such variation shall either be agreed in writing before the additional work commences, shall be valued on a similar and fair and reasonable basis as the works already quoted for or shall be authorised in writing by the Client on an agreed time and material basis.

9. Warranty

a. The Provider gives 24 months warranty in respect of the goods supplied and that the goods shall be free from defects in workmanship and materials at the time of delivery.

b. When determining whether there is a defect, we take the following into consideration:

i. The electro-optic glass in the goods is not as optically clear as non-switchable glass. This will not be considered a defect.

ii. A border on all edges of the electro-optic glass will always remain clear.  This is an industry standard and will not be considered a defect. Small bubbles may appear in this area.  These are part of the manufacturing process and will not be considered a defect.

iii. Scratches or minor abnormalities in the visual area of the electro-optic glass will only be considered a defect when they are visible from a distance of at least 2 metres from the surface of the glass. Any abnormality less than or equal to 1 mm is permitted and will not be considered a defect.

iv. In certain lighting conditions and environment surroundings, a wave pattern may be observed in items reflected in the electro-optic glass, whether it is in an off or on state. The visual clarity of items viewed through the glass is unaffected and this is not considered a defect.

v. The electro-optic glass is designed to be switched on and off regularly.  It is recommended that it is left off for at least 6 hours per day. Any issue arising because the goods were not switched off for this recommended time will not be considered a defect.

c. If the goods do not conform to such warranty or in the event of errors in quantity or type of materials supplied the Provider will at its option:

i. replace or re-supply the goods found not to conform to the warranty or to have been wrongly supplied, or

ii. take such steps as the Provider deems necessary to bring the goods into a state where they are free from such defects;

Provided that the liability of the Provider under (i) and (ii) above shall in no event exceed the purchase price of the goods.

iii. performance of any of the above options (limited as above) shall constitute an entire discharge of the Provider’s liability under this warranty.

d. The foregoing warranty is conditional upon: (i) the Client giving written notice to the Provider of the alleged defect in the goods within seven days of the time when the Client discovers or ought reasonably to have discovered the defect and in any event within three months of delivery of the goods: and (ii) the Client affording the Provider a reasonable opportunity to inspect the goods.

e. The Provider further undertakes that insofar as the goods are not of his own manufacture he will use his best endeavours to secure recompense from his suppliers in respect of any defect in workmanship or materials notified to him within three months of delivery of the goods and will pass on to the Client the Benefits or any guarantees or indemnities given to him in respect thereof by his suppliers.

f. The Client agrees that it is the Client’s responsibility to ensure that the Goods as ordered are, if necessary, compatible with existing installations, and suitable for all the Client’s requirements.

10. Exclusions

a. Save as provided in clause 9 hereof:

i. all terms, conditions and warranties, express or implied, as to the quality or fitness for any purpose of the design or the goods are hereby expressly excluded, and

ii. the Provider shall be under no liability for any loss or damage whatsoever (direct, indirect or consequential), howsoever arising, which may be suffered by the Client. It is hereby expressly agreed that any statements as to quality made by the Provider do not form part of the description of the goods.

b. Where the goods are designed to meet certain integrity, stability and other requirements only where they are installed strictly in accordance with the written instructions of the Provider and used for the applications specifically recommended and approved by the Provider. The Provider shall be under no liability for any loss or damage howsoever arising which may be suffered by the Client where such instructions have not been followed or where the applications have not been specifically recommended and approved by the Provider.

c. Our warranty specifically excludes laminate creep or delaminating of the laminated glass interlayer that may occur during the life of the products.

d. No condition is made to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that unless the goods are sold by a specification in accordance with Clause 10(b) they will be suitable for any particular purpose or for the use under any specific terms or conditions notwithstanding that such purpose or condition may be known or made known to us.

11. Advice by Provider

The Provider may if requested be prepared to assist the Client in deciding which types of goods may be suited to particular applications. However, in all such cases the Provider gives any such advice and assistance without accepting any responsibility or liability therefore and advises the Client to ensure that the goods comply with applicable regulations and are fit and suitable for the proposed application.

12. Initial Defects, Damage, Shortage and Non-Delivery

a. The Client shall have no claim in respect of any breach of contract on the part of the Provider which should have been apparent on a reasonable visual examination of the goods unless: (i) the Receipt for the goods is qualified by a written remark to that effect: and (ii) a written claim is submitted by the Client to the Provider within seven days of delivery or receipt of the Provider’s delivery note as the case may be.

13. Health and Safety

The Client will, on or before delivery of the goods, if so requested by the Provider, enter into a written undertaking to take such steps as may be specified to the Client by the Provider and set out in such undertaking relating to the safe and proper use of the goods without risk to health. The Client shall indemnify the Provider in respect of any liability, monetary penalty or fine in respect of or in connection with the goods incurred by the Provider under the Health and Safety at Work Act 1974 or any statutory modification or re-enactment thereof of any regulations, orders or directions made there under.

14. Drawings and Descriptions

All drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the contract or made by way of representation or otherwise, are provided by the Provider in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the goods and shall not be taken to be representations made by the Provider and are not warranted to be accurate.

15. Alterations and Modifications

a. The Provider may without notice to the Client carry out alterations or improvements in design, materials or methods of manufacture from time to time and may substitute other reasonably similar parts for any proprietary or special parts ordered by the Client and which the Provider considers to be unprocurable, or unprocurable in sufficient quantities or in sufficient time or procurable only with difficulty or at excessive costs.

b. Further the Provider may supersede, materially alter or abandon the design or type of goods contracted for and may substitute another design or type. In exercising this right, the Provider shall give written notice to the Client who may within fourteen days after such notice is given terminate the contract by giving notice in writing to the Provider. If the contract is so terminated the deposit, if any, shall be returned to the Client but no other claim for loss or damages may be made.

c. If, in the opinion of the Provider, there is no design or type which could reasonably be substituted under sub-clause 15 (b), the Provider’s obligation to complete performance of the contract shall be suspended until such time as a substitute therefore can be found and become available.

16. Force Majeure

a. The Provider shall not be liable for any loss or damage caused by delay in the performance or nonperformance of any of its obligations hereunder where the same is occasioned by any cause whatsoever beyond the Provider’s control including, but not limited to: any act of God; war; terrorism; civil disturbance; requisitioning; governmental or parliamentary restrictions; prohibitions or enactments of any kind; import or export regulations; strike, lock-out or trade disputes (whether involving the Provider’s employees or those of any other person); difficulties in obtaining labour or materials; breakdown of machinery; fire, or accident.

b. Should any such event occur the Provider may cancel or suspend this contract without incurring any liability for any loss or damage thereby occasioned. In the event that the Provider exercises its right to cancel or suspend this contract the Provider shall, within seven days of the Provider sending to the Client written notice of the said cancellation or suspension, be entitled to be paid for all goods supplied and for all expenditure incurred up to the date of issue of the notice by the Provider together with a reasonable amount equivalent to the loss of anticipated profit on the contract reduced on a pro rata basis in line with the proportion of the contract performed by the Provider to the date of issue of the notice.

17. Delay Occasioned by Client

a. The Client shall promptly furnish all designs, equipment, personnel, information and instructions necessary for the Provider to be able to undertake the work in performance of the contract.

b. The Client will be liable to the Provider for all extra cost, loss and damage suffered by the Provider in the event of any suspension or disruption or work resulting in whole or in part from any instructions, lack of instructions, late information, late approval of drawings, interruptions, overtime, unusual hours of work, or delays on the part of the Client.

c. The Client will be liable to the Provider for all extra cost, loss and damage suffered by the Provider in the event of any delay in approval of the Provider’s shop drawings or any abortive cost, loss and damage occasioned by amendments or alterations instructed to same after approval has been granted.

18. Return of Goods and Returns Procedure

a. If any goods are or become faulty or defective in accordance with the provisions of Clause 9b of these terms and conditions, the Client must obtain an RMA (Return Merchandise Authority) number from the Provider by way of completing a returns sheet available on request. The RMA number will be valid for a period of 14 days from the date of issue by the Provider. The Provider reserves the right to refuse further delivery of Goods after this period. Any Goods returned must have the RMA number marked clearly on the outside of the package. The Provider reserves the right to refuse delivery of any Goods returned without an RMA number. All goods are returned at the Client’s sole risk.

b. The Client shall not be entitled to return Goods, which have been altered or amended and are not in accordance with the original supply. In no event shall the Client be entitled to return the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for the Client to return the Goods.

c. Any Goods returned to the Provider without a valid RMA number will not be accepted by the Provider and will be returned to the Client freight collect.

d. If the Client wishes to return any Goods purchased in error or incompatible for the intended use the Provider reserves the right to refuse the returns or charge a 15% restocking fee.

19. Cancellation

If any contract is cancelled by the Client, the Provider will be entitled to be paid for all goods supplied and for all expenditure incurred up to the date of receipt of the written notice of cancellation, together with loss of anticipated profit on the contract.

20. Termination

The Provider shall have the right to terminate, or suspend any further deliveries, and if Goods have been delivered but not paid for, the price shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary, if:

a. the Client fails to make any payment when due or breaches any provision of the contract

b. the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Client; or the Client ceases, or threatens to cease, to carry on business; or the Provider reasonably apprehends that any of these events is about to occur in relation to the Client.

The right of termination given by clause 20 shall be without prejudice to any other right or remedy of either party in respect of any breach committed under the terms of this Agreement.

21. Governing Law

The contract shall be constructed in accordance with and governed by the Laws of England and Wales, which shall be the proper law of the contract and the parties agree to submit to the jurisdiction of the Courts of England and Wales.

22. Exports

The foregoing terms and conditions shall apply to export sales as modified and amplified by the provisions of this clause, as follows.

a. This contract is conditional upon the Client providing a confirmed irrevocable letter of credit drawn on a United Kingdom bank nominated by the Provider for the full amount of the purchase price.

b. Where any sum is stated on the face hereof in any foreign currency, the Client shall pay to the Provider such amount of foreign currency as will ensure that the Provider receives in Sterling  an amount that is equal to the Sterling equivalent at the date hereof of the sum expressed in foreign currency on the face hereof.

c. Delivery shall be made and risk shall pass in accordance with the terms endorsed on the face hereof.

23. Errors and Omissions

The Provider reserves the right to amend any error or omission in its quotation.

24. Where The Installation Is Carried Out By Us

The following additional clauses shall apply where the Goods are to be fixed on site or at your premises by us.

The Work means the supplying and fixing of the Goods by us and the Order means the acceptance by you, in whatever form, of our Quotation.

a. The Work will be performed during our normal working hours.

b. Where we have prepared working drawings, such drawings shall be approved by you or those acting on your behalf and we shall not be liable in respect of work shown thereon which has been or is to be carried out by persons other than us.

c. The work shall be executed within the period of time stated in the Quotation or in accordance with a programme of Work to be agreed in writing with the proviso that any dates stated in the Quotation or such programme shall be subject to confirmation after all working sizes and other measurements have been taken and agreed in writing, but in any event such dates from us shall be estimates only. We shall be afforded proper access to site to enable working sizes and measurements to be taken. Any alterations or deviation from such programme shall thereafter only be made by mutual agreement.

d. A fair and reasonable extension of time to the period stated in the Quotation or to the agreed programme shall be made by you in the event of us suffering delays caused by war, riot, civil commotion, fire, earthquake, obstruction of private or public road or highway, force majeure, Acts of God, exceptional weather, strikes, lock-out or any other form of industrial action, shortages or labour or materials., delay in delivery of materials by suppliers, or subcontractors or any other unforeseen circumstances beyond our reasonable control.

e. You must give the minimum period of notice stated in the Quotation in writing before we are obliged to commence work on site. Free and adequate access to the site shall be provided by you at all times. Hard standings and approach roads suitable for our vehicles shall be available to allow for the handling of materials and a suitable area for storage of materials. Any hutting which may be required shall be made available within close proximity to the place at which the work is to be executed.

f. Unless specifically stated, prices quoted do not provide for making templates for shaped or bent plates and should any of these be required, reasonable additional charges will be made.

g. If areas are unavailable for our installation and such Work is then required to be executed at a later date, this shall be subject to a fair and reasonable extension of time and an additional charge.

h. If the Work of proceeding trades is found to be outside the agreed tolerances indicated on the approval drawings it may, at our option, be corrected to within the limits of the agreed tolerances and any delay in so doing shall be the subject of a fair and reasonable extension of time and any resultant cost shall be charged to you.

i. In the absence of any previous arrangements to the contrary, glass or any other material salvaged during the Course of the Work is deemed to be our property.

j. You shall supply, erect, adjust and dismantle, at no cost to us, all scaffolding to comply with statutory requirements, boarded out at levels to suit our requirements and acceptable as being suitable and safe for our Work to be performed and also suitable lifting gear as deemed necessary by us. Scaffolding as referred to herein is rigid scaffolding and in the event that towers, cradles or other forms of mobile scaffolding are provided, we reserve the right to amend prices and/or make an extra charge.

k. Where necessary, materials shall, without any consequential charge or risk to us, be hoisted by you to the appropriate level and stacked not more than 10 metres from the position in which they are to be incorporated in the works.

l. You shall provide on site, at no charge to us, all equipment and facilities required to enable us to fulfil the requirements of the Building (Safety, Health and Welfare) Regulations, the Factories Act and all other applicable requirements.

m. There will be provided by you at no charge to us 230 volt power at such points as may be requested not more than 10 metres from the working area and such supply is to be in full accordance with any statutory regulations.

n. No allowance has been made in the Quotation in respect of any item of builders Work. All builders work which may be required including, but not limited to, cutting of chases, marking out, drilling holes, making good, setting and lining of fixing bolts and the like and where shown on the drawings the provision of continuous timber grounds, set to line and level shall be executed by you at no charge to us in such a manner and time so as to in no way disrupt the regular progress of the Work.

o. Our liability for damage or breakage from whatever cause shall cease when the Goods have been fixed in position.

p. No provision has been made in the Quotation for cleaning glass and frames or removal of protecting coatings.

q. Our insurances in respect of public liabilities and third party liability indemnify you or your agent against any claims arising from damage to the premises at which we are working and/or injury to any person or persons within or adjacent to those premises provided that such injury is due to proven negligence on our part or on the part of our employees. Save as provided in this paragraph 24u. we have no obligations to indemnify or to insure. You will be responsible for insuring in our joint names against loss and damage by fire, lightning, explosion, storm, tempest, flooding, bursting or overflowing and all water tanks, apparatus and pipes, earthquake, aircraft and other aerial devices or articles dropped therefrom, riot and civil commotion all Work executed and all unfixed materials and Goods delivered to or placed on or adjacent to the site or your premises and shall retain such insurance until practical completion of the Work. In the event of such loss or damage, we will reinstate or make good such loss or damage and carry out and complete the Work. The reinstatement and making good of such loss or damage shall be deemed to be a variation under paragraph(s) below.

If it is just and equitable we may determine our employment under the Contract within 10 days of the occurrence of such loss and damage.

r. You will be entitled to vary the design, quality and quantity of the Work subject to our agreement on an adjustment acceptable to us to the price payable and the period for completion of the Work and any other forms of the Contract of which these Terms form part which we may consider relevant.

s. You will be responsible for the removal of all rubbish arising from the execution of the Work at no cost to us, unless otherwise agreed in writing.

t. Unless otherwise agreed in writing between us, payment for the Work shall be made in accordance with the following terms:

i. Regular monthly stage payments shall be paid by you to us, the first such payment being due on the last day of the month following that in which the Goods are despatched or the work is due to commence as appropriate.

ii. Each stage payment shall comprise the total value of Work executed and materials and Goods delivered to site for use thereon by us prior to the date of such stage payment together with any other amounts then due, such as design costs or contributions to overhead costs, less only the aggregate amount of any previous stage payments and any agreed retention but subject to no other deductions whatsoever.

iii. In respect of any materials or Goods which through no fault on our part are required to the held in store, the value of the same together with any charges in respect of storage or re-handling shall be included in each monthly stage payment.

If you fail to make any payment when due we may, at our option, and without prejudice to any other rights under the contract suspend further Works until such payment is made or terminate the contract. We shall be entitled to charge in full with all interest where applicable interest on the outstanding balance of all overdue accounts from the time of default to time of payment (as well after as before judgement) calculated on a daily basis at a rate of 2% per month.

u. In general we accept no liability for liquidated and ascertained damages. If however these are specified and accepted in writing by us, then our liability will be limited in all circumstances to 10% of the value of our order.

v. No performance bonds, collateral warranties, parent company guarantees or other guarantees will be provided by us unless we agreed in writing and such agreement is signed by a Director of the Provider.

25. Hire of Goods

a. Provider reserves the right to substitute the Goods stated in the Quotation with alternative goods of an equal or higher value specification;

b. Provider reserves the right to inspect the Goods upon delivery of them to it and Client agrees to notify Provider within 24 hours in writing of any defect in the Goods.

c. If no such notification is given, it shall be conclusively presumed that the Goods are complete and in good order and condition and fit for purpose and in every way satisfactory to the Client; and

d. Provider, or its duly authorised agent or representative, upon reasonable notice at any time may access the Client’s premises to inspect the Goods.

26. Maintenance, Use and Care of Hired Goods

Client agrees:

a. not to alter, modify or adjust the Goods in any way without the written consent of Provider;

b. to use and keep the Goods in a skilful and proper manner and in accordance with any operating instructions issued for it and to ensure that the Goods are operated and used by properly skilled and trained personnel;

c. to maintain and keep the Goods in good condition (at the Client’s own expense) and not subject the Goods to any misuse or wear or tear over that consistent with normal and reasonable use, provided that in all cases maintenance shall be carried out in accordance with the manufacturer’s recommendations (if applicable) by a suitably qualified person or such other person of which Provider has previously approved in writing for its maintenance in accordance with the said manufacturers’ or suppliers’ standards and to deliver up the Goods from time to time in order that maintenance and servicing may be carried out to the Goods in accordance with the recommendations of the manufacturer or supplier of the Goods;

d. that if any part of the Goods is destroyed, damaged or lost, to repair and replace the Goods with replacements in such condition so as to comply in all respects with the these Terms:

e. that any agreement between Provider and the Client under which Provider agrees to procure for the Client, maintenance and servicing facilities in respect of the Goods is without prejudice to and shall have no effect on the Client’s obligations under the terms of the Contract to maintain the Goods in accordance with the provisions of this clause, nor shall any default by Provider be the subject of any set-off by the Client;

f. to keep or procure to be kept throughout the Hire Period accurate complete and current records of all maintenance carried out to the Goods

g. to make no alteration to the Goods and not to remove any existing component from the Goods unless it is permitted by Provider in writing;

h. to add to or install with the Goods any safety or other equipment required by any applicable law or regulation to be so added or installed for the use or operation of the Goods;

i. to protect the Goods against distress execution or seizure;

j. that for the purposes of United Kingdom taxation and irrespective of the accounting treatment to be adopted by the Client, the Client is not entitled to claim capital allowances on the Goods; 

k. to indemnify Provider against all losses, charges and damages however incurred by Provider, by reason of failure by the Client to comply with any of the above terms of this clause.

27. Insurance of Hired Goods

Client agrees:-

a. to insure the Goods and keep the Goods insured throughout the Hire Period for their full replacement value against all risks on a comprehensive policy without restriction or excess;

b. to insure Provider and the Client against all liability to third persons for death, personal injury and damage to, or loss of property, arising directly or indirectly out of the use, possession or operation of the Goods for such amount as Provider may stipulate from time to time, or in the absence of any such stipulation for such amount as is prudent in all the circumstances;

c. to pay punctually all premiums due for such insurance and to produce to Provider on request the policy or policies together with evidence of payment of the premiums.

28. Loss and Damage of Hired Goods

Client agrees:-

a. to pay to Provider upon the expiry of 30 days after a Total Loss (or on such later date as Provider may agree) an amount equal to the sum of:

(i) all arrears of Hire Charges including apportioned Hire Charges for any broken period; and

(ii) such sum as is required to compensate Provider for the loss or destruction of or damage to the Goods.

b. if on the expiry of the period of 30 days from the date of the Total Loss, the insurers have not made payment to Provider under the policy or policies maintained in compliance with clause 27 above, the Client shall pay to Provider upon demand such sum to be calculated and paid under the terms of clause 27.

c. If the Goods sustain a loss or damage not amounting to a Total Loss, Client agrees forthwith to notify Provider and to make good such damage and to apply all insurance moneys payable in making good such damage and upon being requested by Provider so to do forthwith to assign to Provider all the Client’s rights, benefits and claims under any relevant policy of insurance.

d. to be solely responsible for and to indemnify Provider in respect of all loss of, or damage to, the Goods (in so far as Provider is not reimbursed by the proceeds of insurance in respect thereof) however caused occurring at any time or times before the Goods are redelivered to Provider under the terms of clause 29 below.

29. Location of Hired Goods

Client agrees:-

a. to keep the Goods in its own possession at the location specified in the Quotation (or at such other location(s) as Provider may agree) and in compliance with any policy of insurance affecting the Goods;

b. neither to sell, or offer for sale, assign, mortgage, pledge, underlet, lend or otherwise deal with the Goods or any interest in them or in the Contract, nor to allow the creation of any charge or lien over the Goods without the previous consent in writing of Provider

c. neither to sell, transfer, lease or otherwise dispose of, nor mortgage charge nor otherwise encumber any land or building on or in which the Goods are kept, nor to agree to do any such thing, nor to agree to create any floating charge unless the Client has prior to such event obtained waivers satisfactory to the Provider, excluding the Goods from its effect or unless any such act does not affect the Goods in any way and is subject to the right of Provider to repossess the Goods at any time (whether or not it or any part of it has become affixed to such land or building) and for that purpose to enter upon such land or building and sever the Goods if affixed to it.

30. Indemnity of Hired Goods

Client agrees:-

a. to indemnify Provider against all loss, actions, claims, demands, proceedings (whether criminal or civil), costs, legal expenses (on a full indemnity basis), insurance premiums, and all liabilities, judgments, damages, or other sanctions, whenever arising directly or indirectly from the Client’s failure or alleged failure to carry out its duties under the Contract.

31. Return of Hired Goods

a. Client agrees and grants Provider, its agents and representatives, a non-exclusive irrecoverable licence to access and enter any premises where the Goods may be for the purpose of inspecting and removing them; 

b. If Provider is required to carry out any servicing, maintenance, repair or other work to the Goods so as to put them in the condition specified in clause 28 above, or to discharge any of the Client’s obligations referred to in that clause to reimburse the cost thereof (together with VAT thereon) to Provider forthwith upon demand.

32. Delivery and Collection of Hired Goods

a. All times or dates quoted for delivery of the Goods are given in good faith but shall not be of the essence of the Contract.

b. The delivery will take place during Monday to Friday between the hours of 9.00am to 5.30pm unless otherwise agreed in writing between the Client and Provider.

c. Delivery shall be made to the premises stipulated in the Quotation.

d. Should the Client wish to make its own arrangements to collect the Goods, insurance of the Goods during transportation is the responsibility of the Clent.

e. On termination of the Contract for whatever reason, Provider will arrange collection of the Goods from the location detailed in the Quotation during Monday – Friday, between the hours of 9.00am to 5.30pm on the next working day immediately after the termination date.

f. Should Provider, or its transport agents, not be able to delivery/collect the Goods as arranged, the Client may be liable for additional charges.

g. All packaging supplied with the Goods shall be held by the Client during the whole of the Hire Period and shall be used to re-pack the Goods for their safe return to Provider.

h. In the instance where a cardboard box is used, it is the Client’s responsibility to reseal and make available for transportation in a secure state.

i. In the instance where a flight case is used, it is the Client’s responsibility to reseal using the security tag located in the lid of the flight case and make available for transportation in a secure state.

j. If the original packaging is not used for the safe return of the Goods, Provider will not accept liability for any damage incurred to the Goods during transportation.

k. Provider undertakes to report the damage to the Client within 24-hours of its arrival back to the premises of the Client or it’s transport agent.

33. Failure of Hired Goods

a. In the event of any failure of the Goods, the Client shall forthwith provide Provider with a written notice specifying the said failure.

b. Should the failure of the Goods prove to be due to misuse or the fault of the Client in any way including but without limitation due to the Client’s existing equipment, Provider reserves the right to pass on the costs of repair and the engineering charges to the Client which shall be payable by the Client to Provider in accordance with these Terms.

c. In the event of failure of the Goods, Provider shall use reasonable endeavours to repair or replace said Goods with the same or comparable, within a reasonable amount of time but in any event within 3 working days of the fault being reported to Provider, at no charge to the Client.

34. Use of Client Credit Ratings

a. In considering the Client’s application, Provider may search the Client’s record at credit reference agencies. They will add to the Client’s record all details of Provider’s search and the Client’s application and this will be seen by other organisations that make searches.

b. Provider shall use information it obtains from the Client under the Contract or from any credit reference or fraud prevention agencies:

c. to assess the Client’s application, manage the Client’s account and provide Provider’s services and to carry out market research;

(i) to recover debts, prevent fraud, and to detect money laundering activity;

(ii) to develop, improve and market Provider’s products and services;

(iii) for credit scoring and statistical and analytical purposes.

d. Provider may use credit scoring or other automated decision-making systems when assessing the Client’s application.

e. Provider may also add to the Client’s record with any credit reference agency details of the Contract and any default or failure to keep to its terms.

f. Provider may check the details with fraud prevention agencies. These records may be shared with other organisations and used by Provider to help make decisions about credit and credit-related services such as insurance for the Client and members of the Client’s household, trace debtors, recover debt, prevent money laundering and fraud, and to manage the Client’s accounts. These include any organisations who introduced Provider or who act on the Client’s or Provider’s behalf, other banks or lessors, anyone who has a legal right to such information, or anyone to whom Provider may intend transferring its rights and/or duties under any agreement it may have with the Client.

g. For these purposes, Provider or other organisations may make further searches. Although these searches will be added to the Client’s record, they will not be shared with others.

35. General Terms of Hire

a. Provider shall at all times retain ownership of the Goods and the Client shall have no interest in the Goods, save as is provided by the Contract.

b. Notwithstanding that the Goods may have been affixed to any land or building, Provider shall continue to be the owner of them and they shall as between Provider and Client and their respective successors in title remain the property of Provider.

c. These terms shall not relieve the Provider of the direct burden of wear and tear to the Goods.

d. The continuance of the Contract or the Client’s liability for payment of Hire Charges and all other sums under it shall not be affected in any way by the loss, theft, total loss, or any damage to, or any defect in, the Goods, whether latent or patent.

e. All the obligations of the Client under the Contract shall be discharged at the Client’s cost and expense.