Terms and Conditions – Vertex AV

1. Interpretation

In these Conditions:

“BUYER” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

“GOODS” means the goods and their installation (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.

“SELLER” means Vertex AV.

“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing.

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the Sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations that are not so confirmed.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and Specifications

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

3.2 The Buyer shall be responsible for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the Seller any necessary information within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses incurred by the Seller in connection with any claim for infringement of any patent, copyright, design, trade mark or other intellectual property rights of any other person.

3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory requirements, or which do not materially affect their quality or performance.

3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss, costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of the Goods

4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted, the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as foreign exchange fluctuation, alteration of duties, or significant increase in the costs of labour or materials), any change in delivery dates, quantities or specifications requested by the Buyer, or any delay caused by instructions of the Buyer.

4.3 Unless otherwise agreed in writing, all prices are given on an ex works basis, and where the Seller agrees to deliver the Goods, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. Terms of Payment

5.1 Subject to any special terms agreed in writing, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery.

5.2 The Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice unless the Seller agrees otherwise in writing.

5.2.1 If the Buyer is a non-account holder they shall be required to provide payment for the full amount of the Goods when providing the Seller with their written order.

5.2.2 The Seller shall be entitled to recover the price notwithstanding that delivery may not have taken place and property in the Goods has not passed to the Buyer. The time of payment shall be of the essence of the Contract.

5.3 If the Buyer fails to make any payment on the due date the Seller shall be entitled to: cancel the contract or suspend any further deliveries; appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit; and charge the Buyer interest on the amount unpaid at the rate of 4% per annum above HSBC Bank base rate from time to time, until payment in full is made.

6. Delivery

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises, or if some other place for delivery is agreed, by the Seller delivering the Goods to that place.

6.2 Any dates quoted for delivery are approximate only and the Seller shall not be liable for any delay in delivery however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed in writing.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract.

6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control, the Seller’s liability shall be limited to the excess of the cost to the Buyer of similar replacement goods over the price of the Goods.

6.5 If the Buyer fails to take delivery of the Goods, the Seller may store the Goods and charge the Buyer for the reasonable costs of storage; or sell the Goods at the best price readily obtainable and account to the Buyer for the excess over the contract price or charge the Buyer for any shortfall.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer fails to take delivery, at the time when the Seller has tendered delivery.

7.2 Notwithstanding delivery and the passing of risk, the property in the Goods shall not pass to the Buyer until the Seller has received payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate, properly stored, protected and insured and identified as the Seller’s property.

7.4 Until such time as the property in the Goods passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so, to enter upon any premises where the Goods are stored and repossess the Goods.

7.5 The Buyer shall not be entitled to pledge or charge by way of security any of the Goods which remain the property of the Seller.

8. Warranties and Liability

8.1 The Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship, subject to the following conditions:

8.1.1 The Seller shall be under no liability in respect of any defect arising from any drawing, design or specification supplied by the Buyer.

8.1.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions, misuse or alteration of the Goods without the Seller’s approval.

8.1.3 The Seller shall be under no liability if the total price for the Goods has not been paid by the due date for payment.

8.1.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any warranty given by the manufacturer.

8.2 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.3 Any claim by the Buyer based on any defect in the quality or condition of the Goods shall be notified to the Seller within 3 days from the date of delivery.

8.4 Where any valid claim in respect of defective Goods is notified to the Seller, the Seller shall be entitled to replace the Goods free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods, but the Seller shall have no further liability to the Buyer.

8.5 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever, and the entire liability of the Seller shall not exceed the price of the Goods.

8.6 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations if the delay or failure was due to any cause beyond the Seller’s reasonable control, including act of God, explosion, flood, fire, war, civil disturbance, governmental restrictions, import or export regulations, strikes, difficulties in obtaining materials, or power failure.

9. Indemnity

9.1 If any claim is made against the Buyer that the Goods infringe the patent, copyright, design, trade mark or other intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses incurred by the Buyer in connection with the claim, provided that the Seller is given full control of any proceedings, the Buyer gives the Seller all reasonable assistance, and the Buyer does not pay or accept any such claim without the consent of the Seller.

10. Insolvency of Buyer

10.1 This clause applies if the Buyer makes any voluntary arrangement with its creditors or becomes bankrupt or goes into liquidation; an encumbrancer takes possession or a receiver is appointed of any of the property of the Buyer; the Buyer ceases or threatens to cease to carry on business; or the Seller reasonably apprehends that any of these events is about to occur.

10.2 If this clause applies, the Seller shall be entitled to cancel the Contract or suspend any further deliveries without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable.

11. General

11.1 Any notice required to be given by either party shall be in writing addressed to that other party at its registered office or principal place of business.

11.2 No waiver by the Seller of any breach of the Contract shall be considered as a waiver of any subsequent breach.

11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions shall not be affected.

11.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.

11.5 Nothing in these Conditions shall confer on any third party any benefit or the right to enforce any term of these Conditions.

12. Additional Terms for Audio Visual, Smart Home and Security Systems

12.1 Scope of Works
These Conditions extend to all design, supply, installation, programming, configuration, commissioning, and associated services relating to Audio Visual, Lighting, Network, Security and Smart Home systems provided by Vertex AV.

12.2 Site Readiness and Access
The Buyer shall ensure that the premises are structurally complete, safe and ready for installation. All working areas must be free from obstruction, with permanent or temporary power and lighting provided. Where access is restricted or delayed by other trades or incomplete conditions, the Seller shall be entitled to charge additional costs and delay completion without liability.

12.3 Payment Terms
Unless otherwise agreed in writing, the Buyer shall pay an eighty per cent (80%) deposit upon acceptance of the Seller’s quotation. The remaining twenty per cent (20%) shall become due upon completion of the works or at the time of final commissioning. All payments must be made in cleared funds on the date of invoice. The Seller reserves the right to suspend work or withhold materials and commissioning if payment terms are not met.

12.4 Title, Software and Intellectual Property
Title to all goods shall remain vested in the Seller until payment in full has been received. All software, programming code, configuration files, drawings, schematics or system designs created by the Seller remain the intellectual property of the Seller and are licensed for the Buyer’s use solely within the installed system. No transfer of copyright or intellectual property is implied or granted unless expressly agreed in writing.

12.5 Commissioning and Programming
Commissioning and programming shall be carried out in accordance with the Seller’s procedures. Remote access setup and future support may require subscription or maintenance agreements. Adjustments following handover that arise from user preference or third-party interference are chargeable as additional works.

12.6 Network and Data Security
The Buyer acknowledges responsibility for maintaining secure network access, including passwords, routers and firewalls. The Seller accepts no liability for unauthorised access, data loss or cyber incidents arising from the Buyer’s network, third-party devices or internet providers.

12.7 Variations and Delays
Any variation, delay or reattendance not caused by the Seller shall be chargeable at standard day rates. Variations must be agreed in writing prior to execution. The Seller shall not be liable for any delay or consequential loss caused by others or by site conditions beyond its control.

12.8 Warranty and Limitations
The Seller warrants that all Goods and Works will be free from defects in material and workmanship for twelve (12) months from the date of completion unless otherwise stated. The Seller’s total aggregate liability under this Contract shall not exceed the total Contract value excluding VAT. No warranty applies to third-party or customer-supplied equipment. Software and firmware updates issued by manufacturers may alter system performance and such changes are outside the Seller’s control.

12.9 Aftercare and Maintenance
Ongoing servicing, monitoring and remote support are not included within the Contract unless covered under a separate Aftercare or Maintenance Agreement. Any visit requested outside the warranty scope will be chargeable at standard rates.

12.10 Force Majeure
The Seller shall not be liable for delays or non-performance resulting from causes beyond its reasonable control, including manufacturer lead times, supply shortages, strikes or power outages.

12.11 Governing Law
These additional terms shall be construed in conjunction with the existing Terms and Conditions and governed by the laws of England and Wales. In case of conflict, these additional terms shall prevail where they directly relate to Audio Visual, Smart Home, Electrical or Security system works.