Contract: the Customer’s order and the Supplier’s acceptance of it in accordance with condition 3.4.
Customer: the person, firm or company who purchases Equipment from the Supplier, or who becomes a hirer and rents the Equipment supplied by the Supplier from a Finance Company.
Customer Purchase Order Form: the document signed by the Customer and submitted to the Supplier and subject to these Terms and Conditions. Equipment: the equipment agreed in the Contract to be purchased by the Customer from the Supplier (including any part or parts of it), or sold to a Finance Company who then become the Owner of the Equipment and who then hire the Equipment to the Customer.
Extended Warranty & Annual Service Agreement/Maintenance Agreement: this is a separate annual service agreement (ASA) which can be purchased by Customers after the expiration of the 12 months Warranty, or in advance with options to secure discounts on premiums for agreeing to a minimum cover period of 5 years. See Clause 12.
Finance Company : Academy Leasing Limited or any other Finance Company introduced to the Customer by the Supplier.
Finance Document : The document produced to the Customer by the subsequent Owner to the Equipment.
Installation Satisfaction Note : a document submitted to the Customer for signature following the completion of the installation of the Equipment.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Proposal Document: a document submitted by the Supplier containing a quotation for the supply and installation of the Equipment.
Software: any operating system installed on the Equipment.
Supplier: Any of the companies within the Vickers Energy Group Limited, including, but not limited to, Vickers Electronics Limited and Vickers Electronics (Holdings) Limited.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2. APPLICATION OF CONDITIONS
3. BASIS OF SALE OR SUPPLY OF RENTAL EQUIPMENT
4. QUANTITY AND DESCRIPTION
7. DELIVERY OF EQUIPMENT AND ACCEPTANCE
8. RISK AND PROPERTY
9. INSPECTION AND TESTING OF EQUIPMENT
The Supplier shall:
10. SOFTWARE LICENCE
11. EXPORT TERMS
14. LIMITATION OF LIABILITY
15. INTELLECTUAL PROPERTY RIGHTS
16. CONFIDENTIALITY AND SUPPLIER‘S PROPERTY
the Contract without liability to the Customer and, if the Equipment has been delivered and/or installed but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:
18. FORCE MAJEURE
The Supplier reserves the right to defer the date of delivery, or to cancel the Contract or reduce the amount of Equipment ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (Force Majeure Event).
If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
21. ENTIRE AGREEMENT
23. THIRD PARTY RIGHTS
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
Any notice required to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or such other address as may be notified by one party to the other. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
25. GOVERNING LAW AND JURISDICTION