1 Interpretation and Formation
1.1 Throughout these T&Cs "we”, "our” and similar personal pronouns means Vesaro Ltd (full details are set out above) and "you” and similar pronouns means you, the purchaser of Goods and/or Services from Vesaro Ltd.
1.2 Words and expressions set out in title case in these T&Cs bear a specific meaning and are defined either in the body of the text or in the table below.
1.3 These Terms and Conditions (T&Cs), together with any order confirmation issued by us, form the entire agreement for the purchase of Goods or Services (defined below) to the exclusion of any other terms proffered by you. When you order Goods or Services you are making an offer to purchase those Goods or Services, which we may accept by issuing an order confirmation. The expression "order confirmation” means our written confirmation of your order by letter, fax or e-mail.
1.4 We supply Goods and Services to both commercial customers and Consumers. If you are purchasing Goods or Services as a Consumer (defined below) then certain provisions in these T&Cs may be modified or disapplied to you. Please see clause 6 for further details.
1.5 The contract for the purchase of Goods or Services is formed only when we issue the order confirmation to you and nothing set out on the Website or in any literature or promotional materials we may issue constitutes a contractual offer by us. You can request Goods or Services by telephone, fax, e-mail, in person at our showroom or online via the website. Our published prices do not constitute an offer to supply Goods or Services at those prices.
1.6 We are entitled to insist upon a written signature from an authorised signatory acknowledging acceptance of these T&Cs as a condition of despatch of Goods or booking Services; but absence of a written signature does not affect the incorporation of these T&Cs into the contract for the supply of Goods and/or Services.
1.7 We reserve the right to amend these T&Cs from time to time and any changes can be viewed on the website. All orders placed by you will be subject to the latest version of the T&Cs from time to time.
1.8 Where Goods of a particular description become unavailable we may substitute similar Goods provided that, in our reasonable opinion, they are as suitable for your purpose as the Goods specified in your order.
1.9 The Website is made available for public viewing on the basis that we exclude to the fullest extent lawfully permitted all liability whatsoever for any loss or damage howsoever arising out of the use of the Website or reliance upon the content of the website.
1.10 In these T&Cs, where the word including or the expression for example (or any similar expression) is followed by a list of examples it is deemed to be followed by the words "but without limitation”.
1.11 References to any statutory or delegated legislation shall include such legislation as amended, consolidated, updated or modified from time to time.
1.12 The expressions in the left-hand column of the table below have the meanings set out opposite in in the right-hand column.
Expression
Meaning
Bespoke
Where we agree to provide Goods or Services that are configured specifically for you and that are not normally available as part of our standard offerings.
Carrier
A third party contracted by us to transport the Goods you have purchased from our premises to yours
Commercial Use
Means making the Goods available for use by your customers for hire or reward from a single location (but not including re-sale).
Consumer
Any person who purchases Goods other than in the course of a business and who is a UK Citizen (or is the citizen of any other country that is party to any treaty or convention with the UK that has the effect of guaranteeing that country’s citizens substantially equivalent rights to those granted to citizens of the UK under the Consumer Protection Act 1987 or the Consumer Rights Act 2015)
Content
All text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of a System
Contract
The contract formed by our confirmation of your request for the supply of Goods or Services which incorporates and is subject to these T&Cs
Defect
A failure of any component part of a System that means you are unable to use that System, or that hinders the performance of that System to the extent that it is, for all practical purposes, objectively unusable and the expression Defective bears a corresponding meaning
Goods
A System or any replacement or spare parts that are the subject of an order from you
Insolvent
(i) you call a meeting of creditors or become the subject of a report or proposal to creditors, application, petition, arrangement or order under the Insolvency Act 1986 (unless for the purpose of a solvent restructuring, amalgamation or merger); (ii) a receiver is appointed over your property; (iii) the holder of any charge or other security over your property takes any step to enforce that security; or (iv) your property becomes the subject of distress, process, execution or a charging order
Price
The total price for Goods including delivery, installation and/or training charges and any non-recurring software licence fees
Services
Building and configuring a System to meet the requirements set out in your order and/or supplying installation, training, Support Services or Bespoke services
Support Services
The Services we supply to resolve issues including under the terms of any applicable Warranty
System
A Vesaro simulator (including all hardware and software supplied by Vesaro and/or its licensors)
Warranty
Provided always that the Goods are (i) retained in their original condition and are not modified by you; (ii) are used in a fixed indoor location (iii) are subjected only to normal use and fair wear and tear then: for the applicable period described in clauses REF 2.5 or REF 2.6 (the Warranty Period(s)) we will resolve or repair any Defects
Website
the website at www.vesaro.com
2 Warranty, Support and Limits of Liability
2.1 You are responsible for ensuring that the Goods are suitable for your requirements and any advice or guidance we may provide about the selection of Goods (i) relies in part upon information from our suppliers or other third parties (ii) is given free of charge in good faith and (iii) does not constitute any representation about the suitability of the Goods for your particular purposes.
2.2 We offer different ranges of Systems; some are suitable for home use whereas other ranges are better suited to professional and commercial applications. The Warranty Periods and detailed terms of the Warranty apply differently to the different ranges. We also offer a more comprehensive Extended VIP Warranty Service for both private and commercial users which offers premium support in return for an annual fee. Full details are set out on the Website.
2.3 If we agree to provide Bespoke Goods or Services then we may issue a specific agreement setting out any special terms that apply to any such agreement which (except to the extent that they are expressed to vary or supersede these T&Cs) will apply in addition to these T&Cs.
2.4 If you are buying as a Consumer, the Warranty will be invalidated if you use the Goods for any commercial purpose including for public use, hire or re-sale. The applicable Warranty Periods for Consumers are:
2.4.1 The metal chassis structure and associated metal parts affixed to it (but excluding electronic components); 10 years from the date of delivery;
2.4.2 For all other components supplied; 2 years from the date of delivery.
2.4.3 Your rights to claim under the Warranty are in addition to your statutory rights (see clause 5).
2.5 If you are buying for Commercial Use then the applicable Warranty Period is 2 years from the date of delivery.
2.6 If the Warranty is breached, we will first perform remote trouble shooting by telephone or email. We may need your assistance to ascertain if the issue can be resolved remotely or if a new part needs to be sent. We may ask you to partially dismantle parts of the System in order to gain access to a Defective component. If you are not willing or able to assist in this way then you can purchase an on-site service call out, details of which are set out in clause 9 below. If a component needs to be replaced, we will send a new part to you for you to swap out. If you do not wish to change the part yourself, you can ship that part or assembly of parts of the System that contains the Defective component back to us for replacement and return. If you want us to perform any servicing or installation of replacement components on your behalf, you can request that one of our authorised representatives attend at your premises to carry out this work. In such a case we will charge at our standard support rates (and may require payment in advance of booking the visit).
2.7 The Warranty will be invalidated (and we will not be liable under it) if, following delivery:
2.7.1 You modify the Goods or attach or install third party components or products on or to the System that are not approved by us.
2.7.2 Goods are damaged, whether accidentally or through your abuse or negligence.
2.7.3 You fail to comply with all instructions that we provide.
2.7.4 You use a third party who is not approved by us to carry out any installation or servicing. You should only install upgrades or replacement components under guidance from us or one of our authorised representatives.
2.7.5 You are unable to supply a valid serial number (which can be found on the System’s main chassis frame) when you make a claim under the Warranty.
2.8 All terms, conditions and warranties implied by statute (including the Sale of Goods Act 1979 and/or the Supply of Goods and Services Act 1982) are hereby excluded, provided that nothing in this clause shall operate to exclude any rights in favour of Consumers under any applicable legislation including the Consumer Protection Act 1987 or the Consumer Rights Act 2015.
2.9 Except as expressly provided otherwise in these T&Cs we are not liable in any circumstances for any financial loss, loss of profits, loss of business, loss of contract, loss of enjoyment, losses incurred as the result of third-party claims, consequential losses, or for any special or punitive damages, in each case whether foreseeable or not.
2.10 Our entire liability to you, in contract, tort (including negligence) or otherwise is limited to a maximum of the Price. You must notify any claim under the Contract to us within 12 calendar months of the date on which we delivered the Goods or Services upon which the claim is based. Any claims made after such date will be time barred.
2.11 Our pricing is predicated on the limitations of liability in these T&Cs and you acknowledge that: (i) this limitation represents an acceptable compromise between cost and risk; and (ii) you had the option to purchase (but did not) the opportunity to purchase our Extended VIP Warranty service (which offers a higher level of warranty and peace of mind).
2.12 Nothing in these T&Cs applies to limit or exclude our liability to you for loss resulting from (i) death or personal injury resulting from our negligence or under any applicable product safety legislation (ii) breach of statutory conditions as to title or (iii) fraudulent misrepresentation.
3 Pricing and Payment
3.1 In the event that prices are changed during the period between the date that you place an order for Goods and the date that we issue our order confirmation, we will contact you prior to your order being dispatched with details of the revised price.
3.2 Prices on the Website are in GB pounds sterling and do not include VAT, which will be added at checkout for customers in the EU.
3.3 Notwithstanding that we may have issued an order confirmation we may cancel an order or transaction in whole or in part at any time prior to dispatch.
3.4 Payment for the full Price is due when you place an order unless we specifically agree otherwise and must be made by Credit or Debit card, PayPal or direct wire bank transfer to the account that we nominate.
3.5 If we have agreed to dispatch Goods prior to payment, then payment is due by the date stated on the invoice we send you and in such a case:
3.5.1 Title to the Goods does not pass to you until the Price is received by us in cleared funds; and
3.5.2 If any payments are overdue or you become Insolvent, then your right to possession of the Goods shall cease automatically and we may without notice to you (i) suspend delivery of Goods due under any other contracts we have with you until payment is received and (ii) enter any premises where the Goods are stored, sever the goods from anything they are attached to (without liability for any damage that results unless the damage results from our negligence) and retake possession of the whole or any part of the Goods.
3.6 We may maintain an action for the Price provided the due date for payment has passed, irrespective of delivery.
3.7 We may charge compensation for late payments at the rates and amounts prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 and in addition shall be entitled to all reasonable costs incurred in recovering any unpaid sums.
3.8 Where parts of an order are not available we may invoice for those parts separately.
4 Shipping and Delivery
4.1 Shipping and handling costs will be added to the cost of the Goods unless otherwise indicated on our order confirmation.
4.2 The estimated dispatch date for all Goods marked as "Available Now” in the configurator on the Website is 30 days from the date of our order confirmation unless otherwise expressly stated or agreed in writing by us. Should the number of days listed on our checkout page differ from the standard 30 days specified in these Terms and Conditions then the days listed on our website will supersede the number specified here.
4.3 We will notify you by email when your goods are ready for consignment to the Carrier (or alternatively if the original 30-day dispatch target estimate may be exceeded). All delivery dates that we notify to you are estimates only and time is not (and cannot be made by you to be) of the essence of the contract for the supply of Goods or Services by us to you. We are not liable for any losses, costs, damages or expenses you may incur arising directly or indirectly out of the failure to meet any estimated delivery date.
4.4 You should use best efforts to be available to receive and sign for Goods on the date that either we or the Carrier notifies you that they will be delivered to you. If the Carrier attempts to deliver Goods but is unable to do so then the Carrier will make two further attempts. If, despite making a second and third attempt, the Carrier is still unable to deliver the Goods, the Carrier will leave a card with a reference telephone number for you to call to arrange delivery at a time that is convenient to you. If you are unable to take successful delivery within 14 days of the first delivery attempt, then the Goods will be returned to us and the shipping cost will be charged to you. Once the item is returned back to us you will need to pay an additional shipping fee before we will dispatch the item to you again.
4.5 You must inspect the Goods for any obvious damage that may have occurred in transit at the time of delivery and note any apparent damage on the Carrier’s delivery form or mobile device. You should also ensure that you power up the Goods and check that they are working as soon as possible after delivery and in any event within 48 hours. We are not liable for damage caused in transit, but we will make reasonable efforts to claim for the cost of the Goods and all associated costs from the Carrier. Any failure by you to notify any damage within the 48-hour period above may compromise our ability to recover such costs from the Carrier’s insurer.
5 Returns by Commercial and International Customers
5.1 If you receive Goods which do not match those that you ordered or are Defective you should contact us via the Website within 7 days of the date of delivery by the Carrier to arrange collection and return at our cost. You will be given the option to have the Goods replaced with those ordered (if available) or to be refunded through the payment method used by you when purchasing the Goods. Refunds and replacements will be issued upon our receipt of the returned Goods.
5.2 If you incorrectly selected Goods we may, at our discretion, offer to replace such Goods with the Goods you intended to order, but we may charge administration costs and a re-stocking charge and you will have to pay the additional transportation costs (together with all relevant taxes and duties).
5.3 Returned Goods must be received by us in the same condition as they were when delivered, together with all accompanying packaging and documentation.
5.4 You are entitled to return any third-party Goods within seven days of date of delivery by the Carrier provided that (i) they do not form an integral part of a System; (ii) you pay all return shipping costs (together with all applicable import duties and taxes) and (iii) the Goods are unopened and in resalable condition.
5.5 We are not obliged to accept returns or exchanges of Bespoke Goods.
5.6 Your rights to return Goods under this clause are subject to our reasonable discretion and we may decline to accept a return or issue a refund where Goods: (i) have been subjected to abnormal environmental factors including mains power transients or dropouts, electromagnetic interference, extreme humidity or temperature, excessive vibration or electro-static damage; (ii) are damaged by chemical corrosion or water; or (iii) were sold at a discount. In such circumstances we can require you to pay for our investigations and any repairs required as a condition of the return.
6 Dealing as a Consumer
6.1 If you are purchasing as a Consumer, then you have certain statutory rights which (amongst other things) gives you rights to change your mind and to have goods replaced or repaired free of charge for a limited period. Nothing in these T&Cs is intended to operate to adversely affect any of your statutory rights. If there is any conflict between your statutory rights and any term of these T&Cs then the term in these T&Cs will be deemed to apply only to persons who are dealing as a business and not as a Consumer. A non-exhaustive summary of the most important rights are set out below.
6.2 If you ordered Goods via the Website or by telephone without first physically inspecting them then you have the right to change your mind and cancel the Contract for up to 14 days from the date of delivery by the Carrier. In such a case you may still be liable for: (i) the costs of any Services provided to you up to the date of cancellation; and (ii) the costs of collection and return by a Carrier. Your right to cancel may not apply to Bespoke Goods or Services. If you decide to cancel your order you must notify us by email using the contact form on the Website.
6.3 You have the right to return Goods that are Defective at no cost to you for up to 30 days from the date of delivery by the Carrier.
6.4 You have the right to require us to repair Goods that are Defective at no cost to you for up to 6 months from the date of delivery by the Carrier.
7 Commercial Use
7.1 We only permit Commercial Use of Systems that we supply under our dedicated "Commercial” line identified as such on the Website. You must not modify or re-configure Systems without our express consent.
7.2 You must not remove any trademarks or branding applied to the Goods. If you wish to alter the livery applied to a System on a "white label” basis then you must first seek our express written permission.
7.3 When you purchase a System for Commercial Use you will also be required to purchase the appropriate commercial software licenses.
8 Software
8.1 Every System incorporates software and/or Content, which may be owned by us or supplied by third party licensors. Some of our third-party licensors require you sign an End User Licence Agreement directly with them while others allow us the rights to licence their software to you. You must abide by the terms of any such software licences in addition to these T&Cs.
8.2 You must not modify, copy, re-distribute or attempt to reverse engineer any software provided as part of a System (or that you download separately) except to the extent permitted by law to keep a back-up of the software or to maintain the software in any circumstances where the licensor fails to offer maintenance.
8.3 Some software licences are periodic or issued for a limited time period and you are responsible for renewing such licenses (either with us or directly with the third-party supplier) when renewals are due.
8.4 Please note that although some software programs offer a configuration capability which allows the addition of third-party Content, this does not always automatically include the rights to use such Content and it is your responsibility to ensure that you have (i) obtained permission to use such Content and (ii) paid any applicable fees to the creator or licensor of such Content.
9 Installation, Training and On-Site Support
9.1 Unless you are an experienced customer with previous installation experience, we will only supply a System on condition that it is installed by our specialist team. Our standard installation prices are set out on the Website and apply provided that the System is installed on a ground floor that can be accessed through a door at least 850mm wide. In any other circumstances (for example if the installation location is only accessible via stairs) then additional charges may apply. Should you reject our offer to provide our on-site setup and training service then you are responsible, and accept liability for, any consequent failure of the system including any costs associated with making good any resulting Defects.
9.2 It is your responsibility to give us sufficient information about the installation location to enable us to properly assess the manpower requirements and associated costs. You will be liable for all additional cost we may incur if you do not fully disclose such information (which may include administration, delay and additional manpower and associated travel and accommodation costs).
9.3 Any training will take place on the day of installation and accordingly you need to ensure that someone is available to receive the training otherwise you will have to pay for dedicated training, which will be provided at our on-site support rates prevailing at the time. It may be possible to provide training on the day following the installation date subject to the availability of transport and accommodation, but additional charges will apply.
9.4 You can request one of our engineers to attend at your premises to resolve any issues you may have with the System. Our minimum call-out charge in the UK represents 4 hours of our engineer’s time at our prevailing rates from time to time plus travel time and expenses (if applicable). The engineer will attempt to resolve your issue on site but if this is not possible and a component needs to be changed then the engineer will remove the component to be returned to us for repair or replacement. If the component is still under Warranty then the replacement or repair will be free of charge, otherwise we will advise of any costs of such repair or replacement.
9.5 During any callout, once the engineer has completed the task that the call out was booked for, you may request the engineer’s advice and help to assist you with anything else related to your System provided that this is completed within the 4-hour window.
9.6 Callouts in England and Wales that require our engineer to travel for more than 2 hours from our premises and call-outs outside England and Wales will be liable to additional charges which we will notify to you at the time that you book the callout and are detailed on the Website.
10 General
10.1 We may delay the performance of the Contract for as long as we are prevented from meeting any dates agreed with you because of any cause beyond our reasonable control.
10.2 We can terminate the Contract immediately (i) without notice if you become Insolvent (ii) on notice if the Contract becomes impossible to perform because of any cause beyond our reasonable control or (iii) on notice in relation to any part of the Goods if any information given by our suppliers which we relied on turns out to be inaccurate to the extent that it becomes unprofitable for us to supply those Goods to you.
10.3 The provisions of clauses 2.8 to 2.12 inclusive, 3.5 to 3.7 inclusive, this clause 10.3, clauses 10.5 to 10.9 inclusive and our rights to recover any unpaid part of the Price survive termination of this contract whatever the reason for termination.
10.4 If any of the terms of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
10.5 The Contract and any document expressly referred to in it represents the entire agreement between the parties and supersedes any prior agreement, understanding or arrangement whether oral or in writing.
10.6 Neither party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations prior to entering into the Contract except as expressly stated in the Contract or any document expressly referred to in it.
10.7 Neither party has any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of the Contract (unless such untrue statement was made fraudulently) and a party’s only remedy shall be for breach of Contract.
10.8 No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
10.9 The Contract and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales and the courts of England and Wales have exclusive jurisdiction to determine any dispute or claim.
VESARO LIMITED: Registered in England and Wales under Company No. 07870285
Head Office: H3-5 Integra Bircholt Road Parkwood Maidstone Kent ME15 9GQ
Registered for VAT: Number GB126545613
© VESARO LTD 2019
