* "Contract" means the contract between Us and the Customer for the sale and purchase of the Goods and the Services;
* "Customer" means the person, firm or company whose written order for the Goods is accepted by Us;
* "Goods" means the computers, cameras and other goods installed which We are to supply to the Customer in accordance with these Terms;
* "Services" means services relating to the supply of the Goods that We provide, including installation of the Goods at the premises specified by the Customer;
* "Terms" means the standard terms of sale set out in this document and includes any special terms agreed in writing between the Customer and Us;
* "We", "Us", "Our" means LiveView Limited (company number 6494226) whose business address is The Gumption Centre, Glydegate, Bradford, West Yorkshire BD5 0BQ;
1.2 A reference in these Terms to a provision of a statute will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 A reference to "writing" and "written" includes facsimile transmission and electronic mail unless these Terms expressly provide otherwise.
2.1 We will sell and the Customer will buy the Goods in accordance with Our written quotation (if accepted by the Customer), or the Customers written order (if accepted by Us), subject in either case to these Terms, which will govern the Contract to the exclusion of any other terms.
2.2 No variation to these Terms will be binding on Us unless We agree to it in writing.
2.3 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Us in writing. In entering into the Contract the Customer acknowledges that they do not rely on any such representations that are not so confirmed, but nothing in these Terms affects the Customers or Our liability for fraudulent misrepresentation.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Us will be subject to correction without any liability on Our part.
3.1 The Customers order or the Customers acceptance of Our quotation for the supply of Goods and Services constitutes an offer by the Customer to buy the Goods and Services on these Terms. The Customers order is accepted only when We send the Customer written confirmation or Our acceptance of the Customers order or (if earlier) if We start to supply the Goods and Services.
3.2 The Customer will be responsible for ensuring the accuracy of the terms of their order and for giving Us any necessary information relating to the Goods and Services within a sufficient time to enable Us to perform the Contract in accordance with these Terms.
3.3 Subject to clause 7.4 below, in the unlikely event that the Goods that the Customer has ordered are not available, We reserve the right to substitute those Goods with goods of equivalent quality, quantity and price.
4.1 Subject to clause 4.2, no order which We have accepted may be cancelled by the Customer except with Our agreement in writing and, unless We agree otherwise in writing, subject to the Customer indemnifying Us in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by Us as a result of cancellation.
4.2 Subject to clause 4.8 and clause 4.9, where the Customer is buying the Goods and Services as a consumer (within the meaning of the Unfair Contract Terms Act 1977) and the Contract has been made otherwise than by face to face contact, clause 4.1 does not apply and the Customer has, under the Consumer Protection (Distance Selling) Regulations 2003 the right to cancel the Contract within 7 working days from the day after the day on which they receive the Goods.
4.3 If the Customer wishes to cancel the Contract in accordance with Clause 4.2, they must give Us notice of cancellation in writing by post, fax or email.
4.4 Unless the Goods are faulty, the Customer will be responsible for the cost of returning the Goods to Us (which includes the cost of their removal).
4.5 We will provide the Customer with a full refund of the price of the Goods returned within 30 days from the day on which We received the Customers notice of cancellation in accordance with clause 4.3.
4.6 The Customer must take care of the Goods until they are returned to Us and make sure that they are not damaged.
4.7 If the Customer does not return the Goods, We may take steps to recover the Goods and to deduct Our costs of recovering the Goods from the refund of the price (unless the Goods are faulty).
4.8 The Customer will not be entitled to cancel the Contract if the Goods have suffered any damage which has not been caused by Us. We may, however, at Our sole discretion, agree to accept return of damaged Goods subject to deducting from the refund of the price a sum which We consider to be equal to the cost of repairing or restoring the Goods or the reduction in their value.
4.9 If Goods are tailor made to the Customers specification or if they have been built in situ at the premises specified by the Customer to the Customers specification, those Goods are unique to the Customers requirements and are not readily re-saleable. The cancellation right set out in clause 4.3 does not therefore apply to those Goods. This does not affect the Customers statutory rights.
5.1 The price of the Goods will be Our quoted price. All prices quoted are valid for 28 days only or until earlier acceptance by the Customer, after which time We may alter them without giving notice to the Customer.
5.2 We reserve the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to Us which is due to any factor beyond Our control (such as any foreign exchange fluctuation significant increase in the costs of labour, materials or other manufacture costs), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Us adequate information or instructions or by lack of access to the premises specified by the Customer for delivery and installation resulting from e.g. persons unavailable or lack of key access.
5.3 Unless otherwise agreed in writing between Us and the Customer, all prices include the cost of delivery and installation of the Goods.
5.4 The price is exclusive of any applicable value added tax, which the Customer will be additionally liable to pay to Us.
6.1 Unless We agree otherwise in writing, the Goods must be paid for in full in advance. We will not deliver the Goods unless We have first received payment in cash or full in cleared funds.
6.2 If We agree to supply the Goods on credit terms, the Customer will pay the price of the Goods within 30 days of the date of Our invoice, and We will be entitled to recover the price, notwithstanding that delivery may not have taken place and ownership in the Goods has not passed to the Customer. The time of payment of the price will be of the essence of the Contract.
6.3 Payment may be made by cheque, bankers draft and all major credit and debit cards. Card payments are subject to authorisation checks and will be declined if authorisation is not received. No payment will be deemed to have been received unless We receive payment in cleared funds.
6.4 If We allow credit and the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to Us, We may charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above [HSBC] Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
7.1 Delivery of the Goods will be made by Us delivering the Goods to the premises specified by the Customer.
7.2 All Goods and system operation must be checked and signed for by or on behalf of the Customer on completion of installation. Where this is not practicable or possible digital recorded video from all cameras of completed installations provided by Us will be regarded as acceptable proof of delivery and installation.
7.3 Please allow at least 4 weeks for delivery and installation of the Goods and System unless stated otherwise by Us in writing. Subject to clause 7.4 below, any dates quoted for delivery of the Goods are approximate only and We will not be liable for any delay in delivery of the Goods however caused. Time for delivery will not be of the essence of the Contract unless previously agreed by the Us in writing. We may deliver the Goods in advance of the quoted delivery date, for example if delivered from stock, on giving reasonable notice to the Customer.
7.4 Where the Customer is dealing as a consumer and the Contract has been concluded otherwise than by face to face contact, if We are unable to deliver the Goods to the Customer within 30 days of the Customer submitting its order to Us then, unless the Customer agrees to give us extra time to deliver the Goods or to accept alternative Goods, We will give the Customer a full refund of the price paid by the Customer as soon as possible and in any event within 30 days.
7.5 Where the Goods are to be delivered in instalments, each delivery will constitute a separate contract and failure by Us to deliver any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of any one or more instalments will not entitle the Customer to treat the Contract as a whole as repudiated.
7.6 If We fail to deliver the Goods (or any instalment) for any reason other than any cause beyond Our reasonable control or the Customers fault, and We are accordingly liable to the Customer, Our liability will be limited to refunding the Customer the price of the Goods or supplying substitute Goods of equivalent value.
7.7 If the Customer fails to take delivery of the Goods or fails to give Us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customers reasonable control or by reason of Our fault) then, without limiting any other right or remedy available to Us, We may:
7.7.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage and unsuccessful delivery costs; or
7.7.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
8.1 Risk of damage to or loss of the Goods will pass to the Customer at the time of delivery and installation. Customers should therefore consider provision of adequate contents insurance coverage from point of delivery and installation.
8.2 If We have agreed to supply the Goods on credit terms, notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, legal and equitable ownership of the Goods will not pass to the Customer until We have received in cash or cleared funds payment in full of the price of the Goods and all other goods which We have agreed to sell to the Customer and for which payment is due.
8.3 Until such time as the property in the Goods passes to the Customer, the Customer will hold the Goods as Our fiduciary agent and bailee, and will keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Our property.
8.4 Until such time as the property in the Goods passes to the Customer, We may at any time require the Customer to deliver up the Goods to Us and, if the Customer fails to do so, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
8.5 The Customer will not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain Our property, but if the Customer does so all moneys owing by the Customer to Us shall (without limiting any other right or remedy that We may have) immediately forthwith become due and payable.
9.1 Subject to the following provisions, We warrant that the Goods will correspond with their description at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their installation or 12 months from delivery, whichever is the first to expire.
9.2 We give the above warranty subject to the condition that We will be under no liability in respect of any defect in the Goods arising after their installation from fair wear and tear, wilful damage, negligence, failure to follow any care instructions (whether oral or in writing), misuse or any alteration to or repair of the Goods without Our prior written approval.
9.3 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms.
9.5 The Customer must notify Us of any defect in the quality or condition of the Goods and installation or their correspondence with description (whether or not delivery is refused by the Customer) within 7 days from the date of delivery and installation or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery and installation is not refused, and the Customer does not notify Us accordingly, the Customer will not be entitled to reject the Goods and We will not be liable for such defect or failure, and, if the Goods have been supplied on credit terms, the Customer will be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.6 Where the Customer notifies Us in accordance with clause 9.5 We may repair or replace the Goods (or the part in question) free of charge or, if repair or replacement is not possible or practicable, refund to the Customer all or part of the price of the Goods, in which case We will have no further liability to the Customer.
9.7 Except in respect of death or personal injury caused by Our negligence, or liability for defective products under the Consumer Protection Act 1987, and except as otherwise expressly provided in these Terms, We will not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by Our negligence or Our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer, and Our entire liability under or in connection with the Contract will not exceed the price of the Goods, except as expressly provided in these Terms.
9.8 We will not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Our obligations in relation to the Goods, if the delay or failure was due to any cause beyond Our reasonable control, including act of God, explosion, flood, storm, fire or accident; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; war or threat of war, sabotage, insurrection, civil disturbance or requisition; import or export regulations or embargoes; or strikes, lock-outs or other industrial actions or trade disputes (whether involving Our employees or those of a third party).
10.1 A notice required or permitted to be given by either party to the other under these Terms will be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.2 No waiver by Us of any breach of the Contract by the Customer will be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question will not be affected.
10.4 The Contract will be governed by the laws of England, and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts.