V.J.Technology

Terms and Conditions for the Supply of Goods and Services

THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE 15

  1. INTERPRETATION
    • In these terms and conditions (Terms) the following words have the following meanings: Client Information all Documents, information and materials in existence prior to the Commencement Date and/or generated independently of the Contract, provided by the Client to VJT (including all relevant details which relate to the Client’s requirement for the provision of the Goods and/or Services); Client the person, firm or company who purchases Goods and/or Services from VJT; Contract the contract between VJT and the Client for the supply of Goods and/or Services formed in accordance with these Terms; Deliverables all Documents produced by VJT for the Client in any form; Document includes, in addition to any document in writing, any drawing, map, plan, diagram, computer program, design, picture or other image, tape, disk or other material, device or record embodying information and/or data in any form; Delivery Location has the meaning given in clause 1; Expenses all travel, accommodation and hospitality expenses incurred by VJT in connection with the Services; Goods the goods (or any part of them) set out in the Quotation; IPR patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; Order the Client’s request for Goods and/or Services; VJT V.J.Technology; Quotation the quotation provided in writing by VJT to the Client and attached to these Terms containing details of the Goods and/or Services and charges; Services the services, including the Deliverables, to be provided by VJT under the Contract as set out in the Quotation, together with any other services which VJT provides or agrees to provide to the Client; Site the site where the Services are to be performed, as specified in the Quotation or as otherwise agreed by VJT; Third Party Materials training and/or any Document and/or other materials proprietary to third parties which is to be provided to the Client by VJT; VJT Materials all Documents provided by VJT relating to the Goods and/or Services which existed prior to the commencement of the Contract and/or were generated independently of the Contract.
    • References to; (1) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality; (2) a party includes its personal representatives, successors and permitted assigns; (3) a statute, statutory provision or subordinated legislation is a reference to such statute, statutory provision or subordinate legislation as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted; (4) writing or written includes faxes and e-mail.
    • Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    • Headings shall not affect the interpretation of these Terms.
  2. Basis of contract
    • The Order constitutes an offer by the Client to purchase Goods and/or Services in accordance with these Terms.
    • No Order shall be deemed accepted by VJT until a written acknowledgement is issued by VJT or (if earlier) VJT commences work to fulfil the Order at which point and on which date the Contract shall come into existence (Commencement Date).
    • All drawings, descriptive matter, specifications and advertising issued by VJT and any descriptions or illustrations contained in VJT’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force.
    • These Terms together with the commercial terms in the Quotation apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • Any Quotation given by VJT shall not constitute an offer and is only valid for a period of 30 days from its date of issue, provided it has not previously been withdrawn.
    • All of these Terms shall apply to the supply of both Goods and Services except where application to one or the other is specified.
  3. Goods
    • The Goods are described in the Quotation.
    • To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Client, the Client shall indemnify VJT against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by VJT arising out of or in connection with any claim made against VJT for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with VJT's use of the specification supplied by the Client. This clause 2 shall survive termination of the Contract.
    • VJT reserves the right to amend any specification supplied by the Client if required by any applicable statutory or regulatory requirement, and VJT shall use reasonable endeavours to notify the Client in any such event.
  4. Delivery of Goods
    • The Client shall collect the Goods from VJT's premises at Ashford, Kent or such other location as may be agreed in writing by VJT before delivery (Delivery Location) within five days of VJT notifying the Client that the Goods are ready.
    • Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
    • Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. VJT shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Client's failure to provide VJT with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • The quantity of any consignment of Goods as recorded by VJT upon despatch from VJT’s place of business shall be conclusive evidence of the quantity received by the Client on delivery unless the Client can provide conclusive evidence proving the contrary.
    • VJT shall not be liable for any non-delivery of Goods (even if caused by VJT’s negligence) unless written notice is given to VJT within 5 days of the date when the Goods would in the ordinary course of events have been received.
    • Any liability of VJT for non-delivery of the Goods shall be limited to supplying the Goods within a reasonable time or issuing a credit note at the pro rata price of the Goods.
    • VJT shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Client's failure to provide VJT with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
    • If the Client fails to take delivery of the Goods within five days of VJT notifying the Client that the Goods are ready, then except where such failure or delay is caused by VJT's failure to comply with its obligations under the Contract in respect of the Goods:
      • risk in the Goods will pass to the Client;
      • delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth day following the day on which VJT notified the Client that the Goods were ready; and
      • VJT shall store the Goods until delivery takes place, and charge the Client for all related costs and expenses (including insurance).
    • If seven days after VJT notified the Client that the Goods were ready for delivery the Client has not taken delivery of them, VJT may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Client for any excess over the price of the Goods or charge the Client for any shortfall below the price of the Goods.
    • If VJT delivers more or less than the quantity of Goods ordered the Client may not reject them, but on receipt of notice from the Client that the wrong quantity of Goods was delivered, VJT may:
      • Where VJT delivers less than the quantity of number of Goods ordered, deliver the shortfall by separate instalment or (at VJT’s option) make a pro rata adjustment to the invoice for the Goods.
      • Where VJT delivers more than the quantity of Goods ordered, collect the excess and the Client shall make such Goods available for collection, or (at the Client’s option) make a pro rata adjustment to the invoice for the Goods.
    • VJT may deliver the Goods by instalments. Where Goods are delivered in instalments, the date of delivery for the purposes of clause 4.2 shall be the date of delivery of the first instalment or deemed to be delivered pursuant to clause 4.8. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.
  5. Quality of Goods
    • VJT warrants that on delivery, and for a period of six months from the date of delivery (Warranty Period), the Goods shall:
      • conform in all material respects with their description;
      • be free from material defects in design, material and workmanship.
    • Subject to Clause 5.3, if:
      • the Client gives notice in writing to VJT during the Warranty Period within not more than seven days of discovering that some or all of the Goods do not comply with the warranty set out in Clause 5.1;
      • VJT is given a reasonable opportunity of examining such Goods; and
      • the Client (if asked to do so by VJT) returns such Goods to VJT's place of business at the Client's cost.

VJT shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

  • VJT shall not be liable for the Goods' failure to comply with the warranty in clause 1 if:
    • the Client makes any further use of such Goods after giving a notice in accordance with clause 2;
    • the defect arises because the Client failed to follow VJT's oral or written instructions as to the storage (including temperature, humidity and other environmental conditions), installation, connection, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
    • the defect arises as a result of VJT following any drawing, design or specification of Goods supplied by the Client;
    • the Client alters or repairs such Goods without the written consent of VJT;
    • the defect arises as a result of fair wear and tear, wilful damage, abuse, negligence, abnormal working conditions or have been used for purposes other than those for which they are intended or designed; or
    • the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
  • Except as provided in this clause 5, VJT shall have no liability to the Client in respect of the Goods' failure to comply with the warranty set out in clause 1.
  • The terms of these Conditions shall apply to any repaired or replacement Goods supplied by VJT.
  • VJT gives no warranty that the Goods are suitable for the Client’s requirements or fit for any purpose.
  • Unless otherwise specified in the Quotation, VJT shall have no responsibility or liability for any failure of such Goods to meet the Client’s requirements or be fit for any purpose of the Client and it remains the responsibility of the Client (its employees, agents, consultants or sub-contractors) to check that the Goods are suitable for the Client’s specific requirements and the Client’s intended use of such Goods.
  • So far as it is able VJT will pass onto the Client the benefits of any manufacturer's warranties relating to the Goods.
  • If on inspection of the Goods VJT determined in its reasonable opinion that the defect did not occur as a result of a breach of the warranty set out in clause 1 then the Client shall be liable and shall pay to VJT its costs in carrying out such inspection including, without limitation, the costs of transport and labour.
  1. Title and risk
    • The risk in the Goods shall pass to the Client on completion of delivery.
    • Title to the Goods shall not pass to the Client until VJT receives payment in full (in cash or cleared funds) for the Goods and any other goods that VJT has supplied to the Client.
    • Until title to the Goods has passed to the Client, the Client shall:
      • hold the Goods on a fiduciary basis as VJT’s bailee;
      • store the Goods (at no cost to VJT) separately from all other goods held by the Client so that they remain readily identifiable as VJT's property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on VJT's behalf from the date of delivery;
      • notify VJT immediately if it becomes subject to any of the events listed in clauses 1.2 to 17.1.9 (inclusive); and
      • give VJT such information relating to the Goods as VJT may require from time to time.
    • Subject to clause 5, the Client may resell or use the Goods in the ordinary course of its business (but not otherwise) before VJT receives payment for the Goods. However, if the Client resells the Goods before that time:
      • it does so as principal and not as VJT’s agent; and
      • title to the Goods shall pass from VJT to the Client immediately before the time at which resale by the Client occurs.
    • If before title to the Goods passes to the Client the Client becomes subject to any of the events listed in clauses 1.2 to 17.1.9 (inclusive), then, without limiting any other right or remedy VJT may have:
      • the Client's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
      • VJT may at any time:
      • require the Client to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
      • if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Goods are stored in order to recover them.
  1. Supply of Services
    • VJT shall:
      • provide the Services to the Client using reasonable care and skill.
      • use reasonable endeavours to meet any agreed performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
      • have the right (but not the obligation) to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and VJT shall notify the Client in any such event.
    • VJT reserves the right to refuse to provide the Services at any time and without notice where its employees, agents or sub-contractors, at their sole discretion, consider that:
      • the work required might place at risk any person, vehicle, equipment or property; or
      • the Site has not been prepared in accordance with VJT’s requirements, is unsuitable or unsafe; or
      • the Client’s health and safety policies, practices and procedures are inadequate.
    • Performance of the Services shall take place at the location notified by VJT to the Client.
    • All Services supplied to the Client which conform in all material respects with the Quotation shall be deemed accepted by the Client.
  2. CLIENT Information
    • The Client shall promptly provide such Client Information and other information required under the Contract and as VJT may reasonably request and the Client warrants that the Client Information and any further information supplied by the Client and/or the Client’s representative to VJT under the Contract are complete and accurate in all respects for the purposes for which they are to be used in relation to the Goods and/or Services.
    • The Client acknowledges the Client and/or the Client’s representative is solely responsible for providing the Client Information and that VJT shall rely on the Client Information in determining and selecting the appropriate Goods and/or Services and preparing the Quotation.
    • VJT shall be entitled to rely upon the specification and any advice given by the Client (in relation to the suitability of the Goods and/or Services for meeting the Client’s requirements) such that to the extent that the Goods and/or Services comply with such specification and/or such advice then the Client shall be deemed to have supplied in accordance with these Terms, without limitation, notwithstanding the Client Information.
    • Without prejudice to clause 1, the Client shall provide to VJT without charge or delay on request from VJT all reasonable assistance as may be so requested by VJT and all additional information and data reasonably requested by VJT to enable VJT to provide and carry out the Services.
    • Any information not supplied to VJT by the Client and/or the Client’s representative is deemed to be unknown to VJT.
    • No changes to the Client Information, the Quotation or the Goods and/or Services will form part of the Contract unless agreed in writing by the parties. The Client understands that as a condition to agreeing a change VJT may alter these Terms for the provision of the Goods and/or Services (including increasing the charges).
    • If the Client wishes to amend the Client Information, or in the event that the Client Information is found to be inaccurate and/or not complete for any reason other than VJT’s negligence, VJT will be entitled to alter the Contract (including without limitation increasing the charges set out in the Quotation) in accordance with clause 11.
  3. Client OBLIGATIONS
    • The Client shall:
      • unless otherwise agreed in writing, prepare the Site for the performance of the Services in such manner as VJT shall reasonably require
      • provide VJT, its employees, contractors and agents, with access to the Site, adequate and safe working space (including loading and unloading), lighting, power and water, and such other facilities, lifting equipment or other equipment as VJT may require to enable VJT to perform the Services while at the Site.
      • be solely responsible for any third party contractors which may be required to enable VJT to perform the Services.
      • co-operate with and comply with reasonable instructions from VJT in all matters relating to the Services; and
      • provide VJT, its employees, agents, consultants and subcontractors, with access to the Site, Client's premises, office accommodation and other facilities as reasonably required to provide the Services.
    • The Client accepts and agrees sole responsibility for ensuring that all activities conducted by the Client on the Site during the provision of the Services, are conducted in a safe manner.
    • The Client and the Client’s representative undertake to give notice in writing to VJT and any of VJT’s agents, consultants or contractors of any laws and regulations which affect or may affect the provision of the Services at the Site (the Local Regulations) any special Site conditions and/or any safe working procedures. If the Client fails to inform VJT of the Local Regulations, Site conditions and/or safe working procedures which may apply to the Client’s premises and/or advise VJT of any prospective changes in the Local Regulations VJT will be entitled to alter these Terms for the provision of the Services (including increasing the charges).
    • The Client undertakes to VJT, throughout the term of the Contract, to take all reasonable precautions to protect the health and safety of VJT’s employees, agents, consultants and sub-contractors, and to ensure that they are given instructions to enable them to comply with the Client’s, and any other applicable, health and safety policies, practices and procedures while on the Site.
    • The Client shall obtain and maintain all necessary permits, licences and consents and comply with the Local Regulations and all relevant legislation in relation to the use of VJT Materials, insofar as such permits, licences, consents and legislation relate to the Client's business, premises and staff in all cases before the date on which the Services are to start.
    • If for any reason (other than as a direct result of VJT’s negligence), access to the Site is delayed, the Client shall be liable for any loss or damage suffered by VJT as a result of such delay.
    • If VJT's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, sub-contractors, consultants or employees, or failure by the Client to perform any obligation (Client Default):
      • VJT shall without limiting its other rights or remedies have the right to suspend performance of the Services and/or delivery of the Goods until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent that the Client Default prevents or delays VJT's performance of any of its obligations;
      • VJT shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from VJT's failure or delay to perform any of its obligations as set out in this clause 7; and
      • the Client shall reimburse VJT on written demand for any costs or losses sustained or incurred by VJT arising directly or indirectly from the Client Default.
    • If suspension pursuant to clause 7 continues for a period of 7 days or more (or the parties cannot agree to any new terms including an increase in the charges for the Services) VJT shall be entitled (without prejudice to its other remedies under the Contract for such breach) to terminate the Contract immediately by giving written notice to the Client (and be entitled to payment for loss of profit and payment at VJT’s standard charges for Goods and/or Services already performed, supplied or ordered).
    • Unless otherwise agreed in writing by VJT, all Services to be performed at the Site (or other location specified in the Quotation for delivery of the Services) shall be performed during VJT’s usual working hours.
    • The Client shall indemnify VJT against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by VJT arising out of or in connection with any claim made against VJT by a third party arising out of or in connection with the provision of the Goods, Services and/or Deliverables to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Client, its employees, agents or subcontractors.
    • Where VJT purchases goods and/or services for the Client from a third party it does so as agent for the Client and it shall be the Client's responsibility to ensure that such goods and/or services are suitable for its requirements and VJT shall have no responsibility or liability for such goods and/or services (whether for their suitability, performance or otherwise).
    • The Client undertakes for the purposes of the Health & Safety at Work Act 1974 that it will take all necessary steps to ensure that the Goods will be used in accordance with the manufacturer’s instructions and in a manner which is safe and without risk to health.
  4. TITLE AND RISK in deliverables
    • Risk in all Deliverables will pass to the Client on delivery.
    • Ownership of the Deliverables shall not pass to the Client until VJT has received in cleared funds all sums due to it in respect of the Services provided that, for the avoidance of doubt, ownership of any IPR in the Deliverables shall not pass to the Client.
  5. CHANGE CONTROL
    • If either party wishes to change the scope or execution of the Contract, it shall submit details of the requested change to the other in writing.
    • If either party requests a change to the scope or execution of the Contract, VJT shall, within a reasonable time, provide a written estimate to the Client of (a) the likely time required to implement the change; (b) any necessary variations to VJT's charges arising from the change; (c) the likely effect of the change on the Quotation; and (d) any other impact of the change on the Contract.
    • If the Client wishes VJT to proceed with the change, VJT has no obligation to do so unless and until the parties have agreed the necessary variations to its charges, the Goods and/or Services, the relevant Quotation and any other relevant terms of the Contract to take account of the change and this agreement has been varied in accordance with 2.
    • Notwithstanding clause 3, VJT may, from time to time and without notice, change the Goods and/or Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Goods and/or Services. If VJT requests a change to the scope of the Goods and/or Services for any other reason, the Client shall not unreasonably withhold or delay consent to it.
  6. CHARGES AND PAYMENT
    • The price for Goods:
      • shall be the price set out in the Quotation or, if no price is quoted, the price set out in VJT's published price list as at the date of the Contract; and
      • shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Client.
    • The charges for the Services shall be set out in the Quotation either:
      • on a time and materials basis; or
      • on a fixed fee.
    • Payment of the price for the Goods is due within 30 days of the end of the calendar month in which the invoice is sent or if earlier delivery of the Goods. In respect of Services, VJT shall invoice the Client on completion of the Services or monthly in arrears for the charges for the Services.
    • Time for payment shall be of the essence of the Contract and unless otherwise specified in the Quotation the Client shall pay each invoice submitted to it by VJT, in full and in cleared funds, within 30 days of the end of the calendar month in which the invoice is sent.
    • Except as otherwise specified in the Contract any charges contained in the Quotation exclude:
      • Expenses, which will be charged (at cost) to the Client;
      • any costs or losses sustained or incurred by VJT, arising directly or indirectly from a Client Default or as a result of VJT exercising its right under clause 2; and
      • VAT, and/or any relevant local sales tax or other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the Goods which VJT shall add to its invoices at the appropriate rate.
    • Without prejudice to any other right or remedy that it may have, if the Client fails to pay VJT on the due date:
      • the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 12.6 will accrue each day at 4% a year above Barclays Bank’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and/or
      • suspend all Services and/or delivery of the Goods until payment has been made in full.
    • All sums payable to VJT under the Contract shall become due immediately on its termination, despite any other provision. This clause 12 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
    • The Client shall make all payments under this Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against VJT in order to justify withholding payment of any such amount in whole or in part.
    • VJT may, without prejudice to any other rights it may have, set off any liability of the Client to VJT against any liability of VJT to the Client.
    • VJT reserves the right to increase the price of the Goods, by giving notice to the Client at any time before delivery, to reflect any increase in the cost of the Goods to VJT that is due to:
      • any factor beyond the control of VJT (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      • any request by the Client to change the delivery date(s), quantities or types of Goods ordered, or the specification of the Goods; or
      • any delay caused by any instructions of the Client in respect of the Goods or failure of the Client to give VJT adequate or accurate information or instructions in respect of the Goods.
  1. INTELLECTUAL PROPERTY RIGHTS
    • VJT acknowledges that the IPR in the Client Information are proprietary to the Client.
    • Except for the Client Information, the Client acknowledges that any and all IPR created, subsisting or used in or in connection with the Services including all Deliverables and other Documents relating thereto are legally and/or beneficially owned by VJT or (as VJT may direct) VJT’s supplier.
    • In the event that new inventions, designs or processes evolve or are otherwise generated in the performance of or as a result of the Contract the Client acknowledges that all rights in the same shall vest in VJT or (as VJT may direct) VJT’s supplier.
    • Third Party Materials
      • It is the practice of suppliers of Third Party Materials to retain ownership of any IPR in such Third Party Materials (the Rights).
      • VJT can only grant to the Client such Rights in the Third Party Materials as VJT may have and, save as herein provided for, no warranty is given in respect of the exercise by any third party of such Rights against the Client.
      • The Clients shall only have such Rights in the Third Party Materials as are expressly granted to the Client whether manifest from the Third Party Materials concerned (or any document attached to or accompanying such Third Party Materials) or which have otherwise been notified by VJT to the Client in writing.
      • VJT shall be entitled to stipulate express restrictions on the Client’s use from time to time provided that they shall be reasonable.
    • Where the Services involve the use of Client Information, the Client hereby grants to VJT a non-transferable, non-exclusive right and license for the duration of the Contract to use, copy, modify and prepare derivative works of any such IPR to the extent necessary to enable VJT to perform the Services in accordance with the Contract.
    • Subject to clause 4, VJT hereby grants to the Client a non-exclusive, non-transferable licence to use the Deliverables as follows:
      • use of the Deliverables shall be solely for the Client’s own internal purposes to which the Deliverables relate and may be such use of a Deliverable as is expressly notified by VJT to the Client;
      • The Client may not use the Deliverables other than as specified in this clause 13 or as otherwise notified to the Client without the prior written consent of VJT and the Client acknowledges that additional fees may be payable on any change of use approved by VJT;
    • The Client shall take such steps to prevent unauthorised copying of any Deliverables as it would take to protect its own similar information and materials of equivalent value and importance to the Deliverables.
    • The Client shall promptly provide VJT with such information and records kept pursuant to the licence granted in this clause 13, as VJT may reasonably request, for the purposes of satisfying VJT that the Client is complying with the terms of this licence.
  2. CONFIDENTIALITY
    • A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents, consultants or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain.
    • The Receiving Party may disclose the Disclosing Party’s confidential information to those of its employees, agents, consultants or subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents, consultants or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
    • The Recipient may disclose the Disclosing Party’s confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction. However, to the extent it is legally allowed to do so, it must give the Disclosing Party as much notice of that disclosure as possible.
  3. LIMITATION OF LIABILITY

THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE

  • In this clause 1 the following shall mean an Event of Default:
    • any breach by VJT or the Client of its contractual obligations arising under the Contract (other than a breach arising from wilful default or recklessness);
    • any misrepresentation by VJT or the Client in connection with (whether or not contained in the Contract) VJT or the Client or the Deliverables (other than a fraudulent misrepresentation);
    • any tortious, act or omission, including negligence, arising in connection with VJT’s or the Client’s performance under the Contract (other than any act or omission which is fraudulent or dishonest); and/or
    • any other act giving rise to a liability in respect of the Contract.
  • Subject to clause 4, neither party shall have any liability to the other party in respect of any Event of Default unless the party shall have served notice in writing of such claim (specifying in reasonable detail with supporting evidence the event, matter or default which gives rise to the claim and an estimate of the amount claimed) to the other party within twelve months of the party becoming aware of the circumstances which gave rise to such claim provided that without prejudice to their rights, the parties agree that if they have reason to believe that they may have a cause of action hereunder, they shall liaise with the other in an open and co‑operative way with a view to rectifying the reason for such cause of action whenever practicable.
  • VJT shall not be liable for any delay or failure to provide the Goods and/or Services caused by:
    • VJT refusing to provide the Services in accordance with clause 2
    • any act or omission of the Client which is relative to its obligations under the Contract;
    • any failures of any third parties to provide equipment, software, materials or information required to provide the Goods and/or Services; and/or
    • down time of the computer systems caused by suppliers of third party computer services provided that (and to the extent that) the same is not due to any act, omission or default of VJT, its employees, agents, consultants or sub-contractors.
  • Notwithstanding any other provision under the Contract or otherwise each Party’s liability to the other shall not be limited or excluded for:
    • death or personal injury resulting from its own or its employees’, agents’, consultants’ or sub-contractors’ negligence;
    • fraud, fraudulent misrepresentation or fraudulent acts of its employees; and/or
    • any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or section 12 of the Sale of Goods Act 1979 (title and quiet possession);
    • defective products under the Consumer Protection Act 1987.
  • Subject to clause 4 above neither party shall be liable to the other party in respect of any Event of Default for: (a) loss of profits; (b) loss of business; (c) depletion of goodwill and/or similar losses; (d) loss of anticipated savings; (e) loss of goods; (f) loss of agreement (g) loss of use (h) loss or corruption of data or information; or (i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses (including loss or damage suffered by the party as a result of an action brought by a third party); even if such loss was reasonably foreseeable or the party has been advised of the other party incurring the same.
  • Subject to the provisions of clause 4 above VJT’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the lesser of £50,000 or 150% of the charges received by VJT pursuant to the Contract in the last 12 months prior to the action giving rise to the Event of Default.
  • Subject to the provisions of clause 4 above, the maximum liability of VJT in respect of all Events of Default shall in no event exceed £50,000.
  • VJT shall not be held responsible or liable if the Client Information is untrue, inaccurate or incomplete.
  • VJT shall not be liable for loss or damage suffered by the Client as a result of the Client’s actions which are taken having received the Deliverables.
  • If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the Contract.
  • Subject to clause 4 above and the exclusions and limitations set out in this clause 15: (a) where the Client has a claim against VJT in respect of an Event of Default it is VJT that is liable not an individual director, employee, consultant or sub-contractor of VJT and the Client agrees not to bring any claim against an individual director and/or employee of VJT; (b) the Client accepts that no director, employee, consultant and/or sub-contractor of VJT assumes or owes any personal responsibility or duty of care to the Client in respect of the Goods, Services or Deliverables; (c) where a director, consultant or employee of VJT communicates with the Client and that communication indicates for example, by reference to a letter heading and/or sign off that they are a director or employee of a third party, that third party assumes or owes no duty of care to the Client in so far as the contents of the communication in question relates to VJT’s obligations under the Contract; (d) for the purposes of this clause, VJT includes its directors, employees, consultants and sub-contractors who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999 who may avail themselves of the exclusions and limitations in this clause 15 in respect of any claim (whether for negligence or otherwise) made against VJT’s directors, employees, consultants and/or sub-contractors by the Client that arises in connection with this Contract.
  • Except as set out in these Terms, all warranties conditions or other terms implied by statute, law or otherwise are to the fullest extent permitted by law excluded from the
  • In the event that any advice provided to the Client by VJT was provided free of Charge by VJT then such advice is provided as-is without any warranty of any kind from VJT who shall have no liability in relation thereto.
  • Both parties have entered into the Contract knowing that their liability is limited as set out in this clause and that the charges payable under the Contract have been fixed on that basis.

Vibration and shock testing

  • Human exposure to hand-arm and whole-body vibration is affected by the durations of exposure, operating conditions, maintenance of craft, vehicles or tools, operator technique, the bio-dynamics of the exposed persons and many other variables. Subject to the provisions of clause 4 above, VJT cannot accept any liability for exposures other than those directly measured. Some operating environments may be outside the range of conditions anticipated when relevant measurement standards were written and because of this, or other operational reasons, non-standard equipment, measurement techniques or assessment calculations may be necessary in which case any results provided must be considered to be estimates and should be treated with due caution.

Anchor testing

  • Due to the complexity of building materials, tools, fixing elements and installation techniques, a comprehensive recommendation depends on full and detailed understanding of specific project and Site conditions. Even when VJT’s advice is given in good faith it cannot be binding for this reason and, Subject to the provisions of clause 4 above, VJT cannot accept any liability for any anchor failure due to wrong design, misuse or wrong installation. It remains the responsibility of the Client (its employees, agents, consultants or sub-contractors) to check anchor suitability for the Client’s specific application requirements.
  • Whilst VJT, together with its employees, agents and sub-contractors may make a recommendation, they do so in good faith but cannot be regarded as the specifier of the anchor as defined in BS 8539:2012 (BS 8539:2012 cl.4.1) The specifier should satisfy themselves that any recommendation satisfies the application parameters and the recommendations of BS 8539:2012 before confirming it as the anchor specification.
  • When anchor testing data is provided, it is provided as a factual record of results obtained under specific conditions and does not constitute an endorsement of the suitability of the product tested for any specific application. This responsibility remains with the Client. Any test results provided shall be used only as a guide for assessment of anchor suitability.

Product suitability

  • Due to the complexity of building materials, tools, fixing elements and installation techniques, a comprehensive recommendation depends on full and detailed understanding of specific project and Site conditions. Even when VJT’s advice is given in good faith it cannot be binding for this reason and, subject to the provisions of clause 4 above, VJT cannot accept any liability for any product failure due to wrong design, misuse or wrong installation. It remains the responsibility of the Client (its employees, agents, consultants or sub-contractors) to check suitability of any product for the Client’s specific application requirements.
  • When any product test data are provided, they are provided as a factual record of results obtained under specific conditions and do not constitute an endorsement of the suitability of the product tested for any specific application. This responsibility remains with the Client. Any test results provided shall be used only as a guide for assessment of product suitability.
  1. DATA PROTECTION

If VJT processes personal data (as defined by the Data Protection Act 1998 (DPA)) on behalf of the Client VJT will comply with all obligations imposed on VJT under the DPA and:

  • only act on the Client’s instructions in relation to the processing of such personal data; and
  • operate sufficient and appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such personal data and against loss or destruction of, or damage to such personal data.
  1. TERM AND TERMINATION
    • Without limiting its other rights or remedies, either party may terminate the Contract and/or any Services provided pursuant to the Contract immediately, by giving written notice to the other party if:
      • the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 15 days of that party being notified in writing to do so;
      • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      • an order is made or a resolution is passed for the winding up of the other party;
      • the other party (being an individual) is the subject of a bankruptcy petition or order; or
      • an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      • a receiver is appointed over all or a substantial part of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party; or
      • the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
      • the other party ceases, or threatens to cease, to trade; or
      • the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
    • Without limiting its other rights or remedies:
      • VJT may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
      • VJT and the Client shall have the right to terminate a Contract for Services by giving the other party 1 months' written notice. For the avoidance of doubt the Client shall have no right to terminate a Contract for Goods under this clause 2.2.
    • On termination of the Contract for any reason:
      • all sums due to VJT under the Contract shall be immediately due and payable;
      • all licences granted under the Contract which is being terminated under this clause shall immediately terminate;
      • the Client shall immediately pay to VJT all of VJT's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, VJT may submit an invoice, which shall be payable immediately on receipt;
      • the Client shall promptly return all VJT Materials and Deliverables in respect of which ownership has not transferred to the Client under clauses 6 and 12. If the Client fails to do so, VJT may enter the Site and/or Client's premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
      • the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
    • On termination of any of the Services pursuant to the Contract, the provisions of clause 3 shall apply to the extent that they relate to the Services that are the subject of termination.
  2. general
    • Except for the Client’s obligation to make payment, neither party shall be liable for delay in performing or failure to perform obligations under the Contract if the delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances either party may rely on the provisions of this clause for exemption from liability for non-performance, part performance, defective performance or delay and in the event that any such delay or failure continues for a period in excess of 90 consecutive days either party shall have the right to terminate the Contract with immediate effect by giving notice in writing to the other party.
    • Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by
    • A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
    • These Terms (including the documents and instruments referred to therein) (the Documents) supersede all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto.
    • The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently).
    • It is further acknowledged and agreed that no representations, arrangements, understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.
    • Except as expressly provided elsewhere in the Contract a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract, but this does not affect a right or remedy of a third party which exists, or is available, apart from the Act.
    • The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract is not subject to the consent of any person that is not a party to the Contract.
    • The Contract is personal to the Client and the Client shall not assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with the Contract or any of its rights and obligations under or arising out of the Contract (or any document referred to in it), or purport to do any of the same.
    • The Services and Deliverables have been provided to the Client on the understanding that:
      • they are solely for the use of the Client and no person, other Client, may use or rely on them;
      • the information contained in them shall not be published, nor made available or copied (in whole or in part) by the Client to any person, other than the Client; and
      • VJT accept no duty of care or other liability in respect of the Services or Deliverables to any person, other than the Client, nor in respect of any matter outside the scope and limitations of the Quotation, nor any increased liability as a result of contractual or other limitation on the liability of another person.
    • VJT may sub-contract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
    • VJT may, without the consent of the Client, assign the benefit of all or any of VJT's obligations, or any benefit it enjoys under the Contract (or any document referred to in the agreement).
    • Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way. Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
    • Any notice given under the Contract shall be properly served only if it is in writing, sent by first class pre‑paid recorded delivery post to the receiving party, at the addresses stated above.
    • The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.