Virgin Strauss Water Terms and Conditions of supply of goods/services to business customers
These Terms and Conditions (“Terms”) together with the Order Acceptance Form (overleaf) form the entire agreement between Virgin Strauss Water UK Limited (“we”, “us”, “our”) and the Customer (as defined overleaf) (“you”) (each a “Party”, together the “Parties”) for the supply of Equipment and/or Maintenance Services.
1.1 In these Terms, unless expressly stated to the contrary, the following expressions shall have the following meanings:
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
as detailed overleaf in the Order Acceptance Form and payable in accordance with clause 9 below;
the contract between you and us for the sale or rental of Equipment and/or Maintenance Services and which comprises the Order Acceptance Form and these Terms;
the equipment described in the Order Acceptance Form (overleaf);
the services to be provided by us in order to maintain the Equipment in good working order and as set out in clause 6 but excluding the services described in clause 7;
Order Acceptance Form
as attached overleaf;
the address where the Equipment is located as detailed overleaf.
1.2 References to a party to the Contract shall include its successors in title and assigns
2.1 Before you order Equipment from us, you must check that the Site has a 13 amp power socket within 1.5 metres and accessible mains water supply within 20 metres of the proposed location. We will not be able to install the Equipment unless both of these conditions are met. If we cannot install the Equipment because these conditions are not met, we may cancel your Order whereupon we will provide you with full refund of any payments you may have made to us, less our installation costs.
2.2 By ordering Equipment from us, you are confirming that you own the property at the Site or have the permission of the owner of the property at the Site to have the Equipment installed. We will not be responsible for any damage to the property caused by us in the course of installing the Equipment if either of these conditions is not met.
2.3 All orders are subject to availability. If we are unable to supply you with the Equipment, we shall let you know as soon as possible and we will provide you with a full refund of any payments you may have made and we will not process your order. We may offer you an alternative product or service of equal or greater quality and value which you may accept or refuse. If you choose to refuse any alternative product or service, we will offer a refund or replacement.
2.4 We accept orders from customers and deliver to Sites in mainland England, Scotland and Wales only. The images of the Equipment on our website and in any brochure are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours or the printed pictures accurately reflects the colour of the Equipment.
2.5 You may order and pay for Equipment and Maintenance Services by telephone by calling 0845 301 7700.
2.6 If paying by Direct Debit we will not be able to accept your order unless you have provided valid bank account details to allow for payment by direct debit
2.7 Acceptance of your order shall take place when we receive an Order Acceptance Form signed by us & you and at this point the Contract shall become binding.
3 DELIVERY AND INSTALLATION
3.1 Following our acceptance of your order, we will contact you to arrange a date for our technicians to install the Equipment at the Site.
3.2 The date for installation of the Equipment must be within 30 days of the Equipment being ordered, if installation does not take place within 30 days of the Equipment being ordered then we reserve the right to cancel your order. If we exercise this right to cancel and the Equipment has already been delivered to the Site, you shall at our option either return the Equipment to us or arrange for it to be collected by us without delay, for which there will be a £60 collection charge.
3.3 Sometimes we may not be able to deliver and/or install the Equipment because of something beyond our reasonable control. Clause 14 sets out what we will do if this happens.
3.4 If you will not be present at the Site on the date for installation, you will need to let us know at least one working day beforehand so that we can re-arrange another date to install. We reserve the right to charge a cancellation fee of £60 if you fail to inform us 24 hours in advance that you are unable to keep your appointment. The rescheduled date for installation must be within 30 days of the Equipment being ordered otherwise we will have the right to cancel the order pursuant to clause 3.2 above.
3.5 Delivery of your order will be complete once we have delivered and installed the Equipment at the Site.
3.6 If Equipment is delivered to you before the arranged date for installation, you must not unpack, install or attempt to install the Equipment yourself.
4 RISK AND TITLE
4.1 The Equipment will be your responsibility and risk once we have delivered it to you.
4.2 Where you are purchasing the Equipment, ownership of the Equipment shall not pass until you have paid all sums owed to us in respect of the Equipment.
4.3 Where you are hiring the Equipment, ownership of the Equipment shall not pass to you at any point and shall remain our property for the duration of and following expiry of the Contract and nothing in this Contract should be interpreted as transferring title to the Equipment from us to you.
5 EQUIPMENT HIRE
5.1 Where you are hiring Equipment from us, you shall:
(a) keep us fully informed of all material matters relating to the Equipment;
(b) not use the Equipment for any unlawful purpose;
(c) ensure that at all times the Equipment remains identifiable as being our property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
(d) deliver up the Equipment at the end of the Contract or on earlier termination of the Contract at such address as we require, or if necessary allow us or our representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment;
(e) insure and keep insured the Equipment for the duration of the Contract.
5.1.2 Control of Equipment
(a) not, part with control of, sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(b) not, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify us against all losses, costs or expenses incurred as a result of such affixation or removal;
(c) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of ours in the Equipment and, where the Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that we may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of us of any rights such person may have or acquire in the Equipment and a right for us to enter onto such land or building to remove the Equipment;
(d) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify us and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify us on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
6 MAINTENANCE SERVICES
6.1 Unless you have purchased the Equipment and do not wish to purchase Maintenance Services, we shall provide you with the Maintenance Services from the date specified in the Order Acceptance Form until termination of the Contract.
6.2 We shall provide the Maintenance Services using reasonable skill and care and subject to these Terms.
6.3 By placing an order for Maintenance Services for Equipment which is already in your possession, you confirm that such Equipment is in good condition. In the event that our technicians subsequently discover that the equipment is not in good condition, we shall be entitled to terminate the Contract with immediate effect and you shall be obliged to pay for the cost of the technicians visit
6.4 The Maintenance Services shall include the following:
6.4.1 Preventative maintenance and services
(a) Where the Equipment contains a filter, we shall change the filter once every 6 months;
(b) Where the Equipment contains a UV lamp, we shall change the UV lamp once every 12 months.
6.4.2 Telephone helpline
We shall provide a telephone helpline during our usual business hours for queries from you concerning the Equipment.
6.4.3 Reactive maintenance services
(a) You shall inform us immediately if the Equipment is malfunctioning. Such notification shall be given during normal business hours either by email at firstname.lastname@example.org or by phoning our customer service team on 0845 301 7700.
(b) On receipt of the notification described in clause (a) above, we will require you to run a series of checks on the Equipment and we shall attempt to rectify the fault over the phone.
(c) If the telephone checks outlined in clause (b) above fail to rectify the fault, we shall arrange for one of our technicians to visit the Site to investigate the fault with the Equipment. If during such a visit, the technician finds no fault with the Equipment, you shall be obliged to pay for the cost of the technicians visit.
(d) Subject to clause (c), costs of labour and/or parts required to rectify the fault will be covered by the Charges.
(e) At our sole discretion, we may determine that the Equipment can not be repaired and that instead it is necessary to replace the Equipment. In such circumstances, we may, at our discretion, replace the Equipment with reconditioned (not new) equipment. This does not extend to replacing damaged external parts of the equipment that require changing for aesthetic reasons. All spare parts and/or replacements provided by us to you as part of the Maintenance Services shall become part of the Equipment. All parts and components removed from the Equipment by us in the course of performing the Maintenance Services shall no longer constitute part of the Equipment.
7.1 The Maintenance Services shall not include:
7.1.1 the provision of any improvements or enhancements to the Equipment;
7.1.2 repairs or replacement of Equipment which in our reasonable opinion is beyond economical repair;
7.1.3 electronic or other environmental work external to the Equipment;
7.1.4 replacement of parts for aesthetic reasons;
7.1.5 any maintenance services required to restore or replace any malfunctioning or failed Equipment where such malfunction or failure results from or is caused by:
(a) any maintenance, alteration, modification or adjustment or attempted maintenance, alteration, modification or adjustment performed by persons other than the us or our employees, contractors or agents;
(b) you or a third party moving or tampering with the Equipment;
(c) the use of the Equipment in breach of the Terms;
(d) the compressor in the Equipment ceasing to function (Except initial 12 months from purchase);
(e) a failure, interruption or surge in the electrical power or its related infrastructure connected to the Equipment;
(f) misuse, neglect or mistreatment of the Equipment;
(g) fair wear and tear;
(h) damage to internal or external parts of the Equipment caused by insects, or the Equipment is infested by insects.
7.2 If we are asked by you to provide Maintenance Services in any of the circumstances listed in clause 7.1 then we have sole discretion to determine whether or not to provide such services. In the event we agree to provide such requested services, this work shall not be included within the Charges and shall instead by charged for on a time and materials basis at our then current rates.
8 YOUR OBLIGATIONS
8.1 For the duration of the Contract, you shall:
8.1.1 be responsible at your own cost for providing suitable electrical plumbing and waste connections to enable us to carry out the Maintenance Services;
8.1.2 ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, regularly cleaned and sanitised by you and operated in a proper manner and in accordance with any operating instructions provided by the Seller;
8.1.3 notify us promptly if the Equipment is discovered to be operating incorrectly;
8.1.4 at all reasonable times permit us full and free access to the Site and to the Equipment, your employees, contractors and agents, and provide us with an adequate and safe working space to enable us to perform the Maintenance Services while at the Site;
8.1.5 provide us with any information that is reasonably requested for the performance of the Maintenance Services;
8.1.6 take any steps reasonably necessary to ensure the safety of our personnel when attending the Site;
8.1.7 not to alter, adapt or connect any other device to the connecting pipe work installed by us.
8.1.8 not allow any person or organisation other than us to maintain, alter, modify, disconnect, relocate or adjust the Equipment nor attempt to do so yourself without our prior written approval. Any damage to the Equipment which results from your failure to comply with this clause 8.1.8 shall not be covered by the Maintenance Services;
8.1.9 only use supplies or materials supplied or approved by us;
8.2 In the event the Equipment is put into storage by you:
8.2.1 you shall continue to comply with these Terms including but not limited to clause 8.1(Your Obligations) and clause 9 (Payment); and
8.2.2 you shall, on removal of the Equipment from storage, be liable to pay any re-installation costs incurred by us, including the costs of sanitising the Equipment.
9 CHARGES AND PAYMENT
9.1 The Charges for the Contract shall be as specified in the Order Acceptance Form.
9.2 You shall pay the Charges in full on the payment dates detailed in the Order Acceptance Form or if such dates are not specified in the Order Acceptance Form then you shall pay the Charges within 30 days of receipt of invoices issued by us.
9.3 The Charges shall be paid in GBP sterling and shall be paid either by cheque, by BACS or direct debit unless stated otherwise on the Order Acceptance Form or agreed by us.
9.4 The Charges are exclusive of VAT and any other applicable taxes and duties or charges which shall be payable by you at the current rates.
9.5 All payments by you shall be made without withholding, set-off or any other deduction unless agreed.
9.6 If you fail to pay any Charges or any other sums payable under the Contract by the due date for payment then, without limiting our rights to terminate under clause 12 (Termination), we shall be entitled to:
9.6.1 suspend performance of the Maintenance Services; and/or
9.6.2 require you to pay interest on the outstanding sums for the period from and including the due date of payment up to and the actual date of payment. The interest shall be paid at a rate of 3% per annum above the base lending rate from time to time of HSBC Bank plc; and/or
9.6.3 pay an administration fee in the amount specified by us.
10 YOUR INDEMNITIES
10.1 You acknowledge that we shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by you or your officers, employees, agents and contractors.
10.2 You undertake to indemnify us against all losses, liabilities, claims, damages, costs or expenses of whatever nature arising out of or in connection with any failure by you to comply with the terms of the Contract.
10.3 You shall be liable for and shall indemnify us against all liability in respect of personal injury to or death of any person, loss of or damage to property and any loss or expense in consequence of or in any way arising out of the provision of the Maintenance Services provided that this indemnity shall not extend to liability resulting from the negligence of our own staff of contractors or from inherent defects in the Equipment.
11.1 Nothing in these Terms shall limit or exclude our liability for:
11.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 any other liability which cannot be excluded by law.
11.2 Without prejudice to clause 11.1, we shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
11.2.1 loss of profit;
11.2.2 loss of revenue;
11.2.3 loss of business; or
11.2.4 indirect or consequential loss or damage.
11.3 Subject to clauses 11.1 and 11.2, our maximum aggregate liability for breach of the Contract (including any liability for the acts or omissions of our employees, agents and subcontractors), howsoever arising, shall not exceed the total of the Charges payable for the initial period of the Contract.
11.4 This clause 11 shall survive termination of the Contract.
12 TERM AND TERMINATION
12.1 The Contract shall commence on the date specified in the Order Acceptance Form and subject to early termination in accordance with these Terms shall remain in force for the initial period specified in the Order Acceptance Form and shall automatically renew for consecutive renewal periods of the same duration as the initial period until terminated by you or us in accordance with this clause 12.
12.2 At least 30 days prior to the end of the initial period or renewal period, we shall write to you to notify you either that:
12.2.1 the Contract shall terminate at the end of the then current period; or
12.2.2 the Contract shall automatically renew for a renewal period and we shall notify you of any changes to the Charges or to the Terms which shall apply during the renewal period.
12.3 If on receipt of our notice pursuant to clause 12.2.2, you wish to terminate the Contract, you must notify us in writing before the end of the then current period. If you fail to do so, the Contract shall automatically renew for a further renewal period and the revised Charges and Terms (if any) shall apply.
12.4 If you wish to terminate the Contract other than in accordance with clause 12.3 such termination shall be at or discretion, requires 60 days notice and subject to you paying the balance of the Charges due for the remainder of the current term.
12.5 We may, without prejudice to any other right or remedy, terminate the Contract immediately by written notice to you:
12.5.1 you fail to pay us on the due date;
12.5.2 in the circumstances described in clause 6.3
12.5.3 you commit a material breach of the Contract which breach is irremediable, or which breach (if remediable) is not remedied within ten (10) Business Days after the service of written notice from us requiring it to do so; or
12.5.4 you have any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets or if any event analogous to any of the foregoing shall occur in any jurisdiction in which we are incorporated, resident or carries on business;
12.6 Any termination of the Contract shall not affect:
12.6.1 any accrued rights or liabilities; or
12.6.2 any provision intended to survive termination.
13 CONSEQUENCES OF TERMINATION
13.1 Upon termination of the Contract, however caused:
13.1.1 we shall cease providing the Maintenance Services; and
13.1.2 you shall pay to us on demand all Charges and other sums which are outstanding as at the date of termination of the Contract.
13.2 Where you are hiring Equipment from us:
13.2.1 our consent to your possession of the Equipment shall terminate and you shall without delay return to us the Equipment and any other materials belonging to us or at our request allow us to enter the Site and at your expense and retake possession of the Equipment. For this purpose you hereby irrevocably grant us a licence to enter the Site and retake possession; and
13.2.2 you shall pay to us on demand any costs and expenses incurred by us in recovering the Equipment and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
14 FORCE MAJEURE
14.1 Neither Party shall have any liability or responsibility for failure to perform or delay in performing any obligation under this Contract so long as, and to the extent to which, the fulfilment of such obligation is prevented or delayed as a consequence of any circumstances beyond that Party’s reasonable control (other than an obligation to make payment).
14.2 If either party is prevented from performance of its obligations for a continuous period in excess of 30 days, we may terminate the Contract with immediate effect whereupon the provisions of clause 13 shall apply.
15.1 Neither Party shall engage in any activity which could constitute bribery or corruption and both parties shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
16 ENTIRE AGREEMENT AND VARIATION
16.1 The Contract shall constitute the whole agreement between you and us and supersede all previous agreements between you and us relating to it.
16.2 You acknowledge that in entering into the Contract, you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) except as expressly set out in the Contract. Your only remedy in respect of those representations and warranties that are set out in the Contract shall be for breach of contract.
16.3 Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
16.4 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.1 No provision of the Contract shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
17.2 We may at any time assign, transfer, charge or deal in any way with this Contract and may sub-contract any or all of our obligations under the Contract.
17.3 You shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of your rights or obligations under the Contract or sub-contract any or all of your obligations under the Contract without our prior written consent.
17.4 Any notice given under the Contract shall be in writing and may be served by leaving it at, or by sending it by pre-paid first class post or recorded delivery to, the intended recipient’s address or by sending it as an attachment by electronic mail to the intended recipient’s email address. The address for service of notices is the address set out in the Contract or such other address as a Party may designate for this purpose.
17.5 A notice is deemed to be received when left at the recipient’s address or, if sent by pre-paid first class post or recorded delivery, 48 hours from the date of posting, or if sent by email shall be deemed to have been received at the time of sending, provided that if it is not sent within business hours (meaning between 9.00am and 5.30pm on a Business Day) it shall be deemed to be received when business hours next commence. In proving the time of sending, it is sufficient to prove that the notice was duly sent by electronic mail to the email address of the Party.
17.6 Any failure to exercise or delay by a Party in exercising a right or remedy arising in connection with the Contract shall not constitute a waiver of such right or remedy or of any other rights or remedies.
17.7 If any provision of these terms or the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms or the Contract and the remainder of the provision in question shall not be affected.
17.8 The Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law.
17.9 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.