COSTER GROUP S.R.L. - GENERAL TERMS AND CONDITIONS
FOR THE SUPPLY OF PRODUCTS AND THE PROVISION OF SERVICES
1. FIELD OF APPLICATION
1.1. These general terms and conditions of contract (hereafter, the “General Terms and Conditions”) apply to the current and future contractual relations which Coster Group S.r.l. (hereafter, “Coster Group”), with registered office in Via San G. B. De La Salle, No. 4/a, Milan, has established with a customer (hereafter, the “Customer”), regarding the supply of products, the provision of services, and/or any other Coster Group service. These General Terms and Conditions cancel and replace Coster Group’s previous general terms and conditions. A copy of the General Terms and Conditions may be consulted on the company website at the following address: www.costergroup.eu.
1.2. The provisions of the General Terms and Conditions shall not be amended, departed from and/or supplemented without Coster Group’s prior written consent, and shall prevail over any contractual terms and conditions which may be proposed by the Customer at any time, and which, however, are understood not to be accepted by Coster Group, even without the need of an explicit notification..
2. CONCLUSION OF THE CONTRACT
2.1 The contract shall be considered concluded at the time Coster Group sends the acknowledgement (hereafter, the “Order Acknowledgement”) of the Customer’s request to purchase products and services. Any clerical errors in the Order Acknowledgement must be reported by the Customer within 2 days from the date the Order Acknowledgement is received..
3. AMOUNTS DUE AND METHODS OF PAYMENT
3.1. The amounts due and payable by the Customer to Coster Group for the supply of products and the provision of services are indicated in the Order Acknowledgement. The amounts due will be subject to the legal VAT rate that will be payable by the Customer, in addition to any other tax charge resulting from the execution of the contract.
3.2. The amounts due shall be paid in accordance with the methods and the deadlines indicated in the Order Acknowledgement after the invoice has been issued and forwarded to the Customer, in accordance with the law. The Customer undertakes to promptly provide Coster Group with the information required to issue the invoice.
3.3. If there is any delayed payment of the amounts due then arrears interest will be applied to the extent provided for by Legislative Decree (D.Lgs.) No. 231/2002.
3.4. Coster Group will be entitled to suspend the provision of its services in the event of delayed or irregular payment of the amount due. In the event of payment by instalments, failing to pay promptly even a single instalment will authorise Coster Group to declare that the Customer has forfeited the entitlement to the deferred payment terms and, consequently, to demand the immediate payment of the entire unpaid portion of the Amount Due.
3.5. The payment of an amount equal to the cost of the minutes of the telephone connection from Coster Group equipment to the equipment installed at the Customer’s premises may be envisaged in relation to some specific services provided by Coster Group. The duration of the communications may vary depending on the type and quantity of the equipment and the quality of the telephone or radio signal and/or the data connection available. The cost per minute will correspond to the cost indicated at the time of subscribing to the service, the number of minutes will be calculated on the basis of the details provided directly by the telephone operator used. The invoices will be issued within the month after Coster Group has received the relevant charge from the telephone operator used..
4. SUPPLY OF PRODUCTS. TRANSPORT AND DELIVERY
4.1. The products which Coster Group supplies to the Customer are delivered FCA “Free carrier” (Incoterms 2020) , unless otherwise agreed with the Customer.
4.2. Identifying the carrier and the costs of the respective transport are entirely the Customer’s responsibility. Coster Group is released from the obligation of delivery by transferring the goods to the carrier or to the forwarding agent, pursuant to article 1510 of the Italian Civil Code. The risks of loss, theft, and/or damage to the goods during transport are borne by the Customer and, in any case, the Customer will be required to pay the amount agreed for the supply.
4.3. If the Customer does not collect the goods ordered and/or refuses to accept delivery for any reason, except when the right of withdrawal is exercised, as envisaged in paragraph 16.2, the products, however. shall remain available to the Customer at Coster Group’s premises and Coster Group shall also charge the consequent storage costs - at the premises of third parties, if applicable - to the extent of 10% of the agreed amount due. However, the amount due shall be payable on the dates originally agreed.
4.4. The delivery terms indicated in the Order Acknowledgement and/or, however, the delivery terms otherwise agreed with the Customer are to be considered indicative and are not binding. Any delay in the delivery of the products compared to the delivery terms indicated shall not entitle the Customer to refuse the goods, cancel or terminate the contractual relationship, in whole or in part, and/or claim compensation for any damages suffered.
4.5. The Customer is required to check that the packing is undamaged at the time of delivery. The goods shall be accepted “subject to confirmation” in the case of packing that shows clear signs of damage and/or deterioration by adding the foregoing wording to the transport document (delivery note or other document).
4.6. Any shortages with respect to the agreed quantities must be reported in writing, by registered letter with recorded delivery or by certified e-mail, within eight days from the date the goods were delivered. The Customer shall forfeit the right to request a refund of part of the amount due and/or compensation for damages, if no timely notification is made within the period of time indicated above.
5. COMMISSIONING (hereafter, “COMM”)
5.1. When requested by the Customer, the Commissioning activities (COMM) of the products are performed by Coster Group or by technicians duly appointed by Coster Group and aim to verify the regularity and conformity of the installation and the setup of Coster Group products carried out by the Customer and/or by the Customer’s appointed representatives. Coster Group issues a certificate to attest the outcome of the Commissioning activities after such Commissioning activities have been completed successfully.
6. WARRANTY AGAINST FLAWS AND WARRANTY OF CORRECT OPERATION
6.1. Coster Group warrants that its products are free of flaws and defects, within the time limits laid down by law. Any flaws and/or defects are to be reported in writing, under penalty of forfeiture, within eight days of their discovery; such notification is to be sent by registered letter with recorded delivery, pursuant to and in accordance with article 1495 of the Italian Civil Code.
6.2. COSTER GROUP UK in any case guarantees the correct functioning of its products for a period of 3 (three) years following the year of manufacture indicated on each device, pursuant to article 1512 of the Italian Civil Code, with the exception of the products indicated in paragraph 6.3 below, for which the warranty is 2 (two) years from the date of the Commissioning activities. The Customer must report the operating defect, under penalty of forfeiture, within thirty days from its discovery. The respective action shall expire within six months from the date of discovery.
6.3. The warranty of correct operation referred to in the paragraph above shall be offered for a period of 2 (two) years from the date of Commissioning with regard to the following products: metering and distribution boxes, energy integrators, volumetric meters and Distribution System components.
6.4. Coster Group undertakes to repair faulty products during the warranty period, and when repair is not possible, Coster Group undertakes to replace any faulty products. In any event, the choice between repairing or replacing the products will be at Coster Group’s discretion.
6.5. The work under warranty carried out in Coster Group’s laboratories is completely free of charge. The Customer shall be required to pay the amount agreed in advance at the time of the request for assistance in the case of work under warranty to be carried out at the Customer’s premises, or at the location where the products are installed.
6.6. The warranties referred to in paragraphs 6.1, 6.2 and 6.3 will not apply:
(a) when the Customer has not paid the agreed amounts;
(b) when the Customers has tampered with the products supplied, either directly or by the intervention of third parties;
(c) when the products are used in a manner that does not comply with their characteristics and with the technical provisions detailed in the user and installation manuals;
(d) when the original data plates affixed to the products have been altered, replaced or removed.
7. ADDITIONAL SERVICES PROVIDED BY COSTER GROUP
7.17.1. The services governed by this article 7 are provided following a specific agreement and payment, and therefore, if such services are to be provided, they are expressly referred to in the Order Acknowledgement.
7.2. Preventive maintenance
7.2.1.The purpose of the preventive maintenance service is to check the electrical/mechanical functionality of the controllers, of the transmitters (temperature, humidity probes, etc.) and of the valve and damper servo motors, as well as to ascertain and report to the Customer any faults or damage to the products installed and to update the regulator software to the latest available version. The service is provided by means of periodic visits performed by specialised and authorised Coster Group personnel. The date of the visits will be planned in agreement with the Customer and communicated to the Customer giving ten working days’ notice.
7.3. Corrective maintenance
7.3.1.The corrective maintenance service includes all the operations necessary to restore/reconfigure the system following accidental failures or possible malfunctions, excluding any activities not expressly mentioned in the offer. Coster Group must receive the requests for assistance by fax at the following number: +390227200341, by e-mail at the following address: assistenza@ costergroup.eu, or via the following Freephone number: 800.267837. The Customer will receive a report at the end of each corrective maintenance operation that details the work carried out; the report will be duly signed by the personnel involved.
7.4. Remote metering - Consumption allocation
7.4.1.The purpose of the remote metering - consumption allocation service is to identify, record, communicate and archive the data acquired by Coster Group equipment with reference to the consumption of thermal energy, hot and cold domestic water, electricity (where possible) and the consumption of the individual allocation units installed. The service is provided every two months and reports are sent to the Customer.
7.5. COSTER Cloud
7.5.1.The COSTER Cloud is the remote management service that allows users to monitor and manage their systems using the Web. The Customer will be able to use all the functions of the software, by connecting to Coster Group servers, via the Internet, for example, managing and relaunching the alarms, time scheduling, setpoint management, data logging and much more. The systems must be connected using the modem supplied by Coster Group in order to comply with the connectivity requirements envisaged by the service.
8. PROVISION AND DURATION OF THE SERVICES
8.1. The request for the provision of one or more of the services referred to in article 7 is subject to the prior execution of the Commissioning activities (COMM) by Coster Group, or by Coster Group’s duly appointed operators.
8.2. The provision of additional services will be specified in the respective Order Acknowledgement.
8.3. Coster Group will have the right to suspend or interrupt the provision of services to enable appropriate and/or necessary ordinary or extraordinary maintenance work to be carried out both on Coster Group’s servers and/or equipment used to provide the services, and on the premises where the services and/or equipment are located. In such cases Coster Group will undertake to carry out the work in the shortest technical time possible. The Customer acknowledges and accepts that he/she will not be entitled to make any request to be indemnified, reimbursed or compensated by Coster Group for the periods of time that he/she was unable to use the service.
8.4. The Customer acknowledges and accepts that the services provided by Coster Group are characterised by continuously evolving technologies. For this reason, Coster Group may modify the technical characteristics of the individual service provided when this is rendered necessary by technological developments and by supply and/or organisational requirements.
9. CUSTOMER’S OBLIGATIONS
9.1. The Customer undertakes:
(a) to allow Coster Group or the personnel duly appointed by Coster Group to access the buildings subject to the interventions, also for the purpose of performing the Commissioning activities (COMM) referred to in article 5;
(b) to make available all the information and equipment which are essential to enable the contractual services to be performed correctly;
(c) to provide adequate assistance to Coster Group’s personnel and to any technicians that Coster Group may use (electricians, plumbers, etc.) during the preventive and/or corrective maintenance work;
(d) not to intervene directly or through third parties, on the equipment installed, the software, the remote communication devices and, more in general, on any component or device supplied by Coster Group.
9.2. The Customer undertakes to activate a dedicated telephone or telematic connection, as indicated by Coster Group, in order to ensure the provision of the remote metering service, through the use of special communication equipment supplied by Coster Group. The line must not be shared with other telephone equipment.
10. USE OF THE SOFTWARE
10.1. Coster Group makes software solutions available for download from its website: www.costergroup.eu, or using other methods defined at its discretion in order to monitor and manage the equipment installed for use by the Customer.
10.2. The software that Coster Group makes available to the Customer is not sold, but is provided under license. The Customer has the possibility of using the functions of the software products which are included in the version supplied to the user, based on the Customer’s specific requests, by using the access credentials which Coster Group has assigned to the Customer. The Customer may use the software exclusively for the specific purposes of the programs.
10.3. The software known as “WebGarage” is granted to the Customer under licence against payment, subject to the terms and conditions set out in the Order Acknowledgement. Unless specified otherwise in the Order Acknowledgement. The use of other Coster Group software is granted under a free license.
10.4. The Customer may not: (a) work around the technical limitations inherent in the software; (b) reverse engineer, decompile or disassemble the software; (c) make copies of the software to a greater extent than is permitted by law; (d) publish the software to enable the software to be duplicated by third parties; (e) use the software contrary to law; and (f) rent, lease or lend the software.
10.5. The Customer is not entitled to request compensation for damages resulting from the use of the software, including consequential, special, indirect or incidental damages or damages related to loss of earnings.
11. INDUSTRIAL PROPERTY RIGHTS
11.1. All industrial property rights relating to the components supplied and installed, the software and know-how remain the exclusive property of Coster Group and may be considered as licenced for use only and exclusively when a specific contract has been entered into.
11.2. The Customer undertakes not to use, not to reproduce on any support media whatsoever, and to keep absolutely confidential the drawings and technical information received from Coster Group during the supply and/or the services requested.
12. LIMITATION OF LIABILITY
12.1. Coster Group shall not be liable for any damage of any kind suffered by the Customer or by third parties and consequent to the incorrect use of the products supplied and the services provided and delays in the installation of the products or in the provision of services, with the exception of cases of wilful misconduct or gross negligence.
12.2. The Customer is exclusively liable for the damage caused to property or the injury to persons and resulting from the incorrect use of the products and services provided, and is therefore obliged to indemnify and hold Coster Group harmless from any claim for damages made by third parties.
13. FORCE MAJEURE
13.1. Neither party shall be deemed to be in breach of its obligations under the contract, if the breach is due to fire, flood, strike, industrial action or other industrial accident, unavoidable impediments, legal impediments, insurrection or any other cause not attributable to the parties, provided that these events could not have been foreseen or the effects of these events could not have been prevented at the time the contract was entered into. Such events shall constitute grounds for exemption from liability, if they make it temporarily or permanently impossible to fulfil the obligations under the contract, with the exclusion of those events which merely make the fulfilment more difficult or more costly.
13.2. In particular, Coster Group shall not be liable for suspensions or interruptions in the supply of products or in the provision of the services offered when caused by natural events, fortuitous events, laws, measures issued by public authorities, regulations or injunctions of bodies which exercise authority and control over the supply covered by the contract and which make it totally or partially impossible for Coster Group to fulfil its obligations.
14. EXPRESS TERMINATION CLAUSE
14.1. Coster Group may terminate the contractual relationship with the Customer with immediate effect, pursuant to and in accordance with article 1456 of the Italian Civil Code, if the Customer (a) fails to pay the amount due within the agreed date, except as provided for in paragraph 3.4; or (b) violates the Customer’s obligations set out in paragraphs 10.1, 11.2 and 16.2.
14.2. The contractual relationship is legally rescinded in the cases envisaged in paragraph 14.1, when Coster Group advises the Customer of its intention to avail of the termination clause by means of a communication to be notified by registered letter with recorded delivery or notified by certified e-mail. Coster Group may interrupt the provision of its services as a result of the termination, and will be entitled to retain any amounts which may already have been paid by the Customer, as an advance payment for the damages suffered due to the Customer’s non-performance.
15.1. The Customer may not withdraw prematurely from the contractual relations entered into with Coster Group.
15.2. If the Customer falls under the definition of a ‘consumer’, as envisaged in article 3 of Legislative Decree No. 206/2005, then the Customer shall have the right to withdraw from the contract within a period of fourteen days from the conclusion of the contract in question, or from the date the Customer receives the products (if later), without any penalty and without specifying the reason; the Customer’s decision to withdraw is to be communicated by means of a written notice to be sent to Coster Group by registered letter with recorded delivery or by certified e-mail. In the event of withdrawal, the amount paid by the Customer will be re-credited within a period of thirty days from the date of receiving the notice sent to Coster Group.
16. CODE OF ETHICS
16.1. The Customer expressly declares that he/she is aware of the provisions of Legislative Decree No. 231 dated 8th June 2001, as well as the principles, rules and standards envisaged in Coster Group’s organisation, management and control Model, a copy of which is available at the following website address: www.costergroup.eu.
16.2. The Customer also pledges the actions of his/her employees and/or staff, pursuant to and in accordance with article 1381 of the Italian Civil Code, and hereby undertakes:
(a) to comply with the principles and values contained in the Model and to conduct himself/herself in line with the Model’s provisions, and however, in such a way as not to expose Coster Group to the risk of the penalties set out in the above-mentioned Legislative Decree No. 231/2001;
(b) not to conduct himself/herself and/or carry out or omit acts in such a way as to induce Coster Group’s employees and/or staff to violate the Model’s principles, or to behave in a manner that does not comply with the Model in question.
17. APPLICABLE LAW AND JURISDICTION
17.1. The contractual relations between Coster Group and the Customer are governed by Italian law.
17.2. All disputes relating to the contractual relations between Coster Group and the Customer, including disputes relating to the validity, interpretation, execution and termination of such contractual relations, are attributed to the exclusive jurisdiction of the Court of Milan, or alternatively, to the exclusive jurisdiction of the Court of the place of residence or domicile, located in Italy, of a Customer who falls under the definition of a ‘consumer’, as envisaged in article 3 of Legislative Decree No. 206/2005.
18. PROCESSING OF PERSONAL DATA – LEGISLATIVE DECREE No. 196/2003 AND REGULATION (EU) 2016/679 (“GENERAL DATA PROTECTION REGULATION - GDPR”)
18.1. The Customer hereby declares that he/she has received the information notice, pursuant to and in accordance with Legislative Decree No. 196/2003, as amended and supplemented, and Regulation (EU) 2016/679 (“General Data Protection Regulation - GDPR”) on the protection of personal data, in accordance with current legislation, and that he/she has been informed regarding the purposes of the processing of his/her personal data, the manner in which the relevant data processing operations will be carried out by the Controller and/or by any of the processors and persons responsible for data processing, the respective storage period, as well as the rights acknowledged to him/her by the above-mentioned reference legislation as the data subject. Consequently, the Customer consents to the processing of his/her personal data, including any special data, in Italy and abroad, also in non-European Union member countries for the purpose of filing, processing, storage and registration of the personal data in Coster Group archives, as well as for the purpose of managing, promoting, advertising, transmitting commercial and technical information, and performing market research, and in particular, without limitation, for all uses deemed appropriate to ensure greater protection and safety of the product and services purchased.
Accepted by mr/mrs …………………….
COSTER GROUP UK ESTABLISHMENT - GENERAL TERMS AND CONDITIONS
FOR THE SUPPLY OF PRODUCTS AND THE PROVISION OF SERVICES
1. BASIC OF CONTRACT
1.1 These Terms 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
1.2 Presentation of these Terms to the client shall not in itself be taken to imply the acceptance of any offers by Coster Group UK, within the context of negotiations. A quotation for the goods given by Coster Group UK shall not constitute an offer.
1.3 The client shall ensure that the terms of any order submitted by the client are complete and accurate.
1.4 These terms together with any applicable order constitute the entire agreement between the parties. The client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Coster Group UK which is not set out in these Terms and any applicable order.
1.5 Any samples, drawings, descriptive matter, or advertising produced by Coster Group UK and any descriptions or illustrations contained in Coster Group UK's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the contract or have any contractual force.
1.6 The goods, the specification and the applicable price are set out in Coster Group UK's catalogue and on the Website, as may be varied by Coster Group UK from time to time without notice. Coster Group UK reserves the right, with no prior notice, to amend in any way the technical features or price of the goods.
1.7 Orders accepted by Coster Group UK may be cancelled by the client only if previously agreed in writing by Coster Group UK.
2. DELIVERY AND SHIPPING
2.1 Coster Group UK shall ensure that: (a) the goods are appropriately packaged; and (b) each delivery of the goods is accompanied by a delivery note which shows the date of the order, all relevant client and Coster Group UK reference numbers, the type and quantity of the goods and special storage instructions (if any).
2.2 Delivery of the goods shall be completed upon transfer of the goods to the first carrier and/or shipping company or to the client receiving the goods direct at Coster Group UK's premises in Derby, United Kingdom.
2.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence and any delay in the delivery of goods compared to quoted delivery date does not confer client any right to reject the goods, to terminate in whole or in part the contract, or to make a claim for damages based on delays or failed delivery of the goods (or any of them). Coster Group UK 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 Coster Group UK with adequate delivery or other relevant instructions.
2.4 Unless otherwise agreed by the parties in writing, Coster Group UK shall decide, in its absolute discretion, the most appropriate method of shipping.
2.5 Coster Group UK will not accept any complaint for shortage, missings or discrepancies relating to a delivery of the goods received more than eight (8) days from the date of delivery after which time any goods delivered shall be deemed to have been accepted by the client.
2.6 Goods delivered will not be accepted for return without prior written consent of Coster Group UK and unless the goods are returned in accordance with any applicable Coster Group UK’s return procedure. No credit will be given to the Customer for unauthorised returns and any costs incurred by Coster Group UK in handling or disposing of the Goods will be borne by the Customer.
3.1 Coster Group UK guarantees, in accordance with the law, that its products are free of malfunctions and defects. COSTER GROUP UK in any case guarantees the correct functioning of its products for a period of 3 (three) years following the year of manufacture indicated on each device. As exception of the above clause, for the following products, correct functioning as per the Point above is covered by warranty for a period of 2 (two) years from the date of initial operation: metering and enclosed control modules, energy integrators, flow meters, all components of the Wireless Thermshare except the GSM modem (if included). This warranty is strictly limited to devices constructed by Coster Group and does not cover the overall functioning of any system into which the client may install the goods.
3.2 Coster Group UK does not warrant or represent that the goods: (a) are fit for any particular purpose or that the goods or their use will achieve any particular results; or (b) will comply with all applicable statutory and/or regulatory requirement or standard in force in the client’s country. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract.
3.3 Subject to clause 3.4 and 3.5, if the client gives written notice to Coster Group UK within a reasonable time of discovery that some or all of the goods do not comply with the warranty set out in clause 3.1 and Coster Group UK is given a reasonable opportunity of examining such goods; and the client (if requested to do so in writing by Coster Group UK) returns such goods to Coster Group UK's place of business at the client's cost, subject to clause 3.5, Coster Group UK shall, at its option, repair or replace the goods acknowledged by Coster Group UK as defective.
3.4 Notwithstanding clause 3.3, where the goods consist of 'volume meters' and/or 'LGU sensors' under warranty, Coster Group UK undertakes only to repair defective goods and in no circumstances will Coster Group UK replace such defective goods.
3.5 Coster Group UK shall not be liable for goods' failure to comply with the warranty set out in clause 3.1 in any of the following events:
(a) if payment of invoices is not made within the terms agreed;
(b) if the client tampers with, alters or repairs such goods without the written consent of Coster Group UK;
(c) if devices have been used in ways not compatible with the performance features indicated in the product’s Technical Specifications;
(d) if the original plaques have in any case been modified, removed or replaced;
(e) if, in case of complaints, the client has not suspended installation of the particular goods about which the complaint is made;
(f) the defect arises because the client failed to follow Coster Group UK's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;
(g) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions or if the client has used the goods otherwise than in conformity with the use and performance features indicated in the specifications.
3.6 These Terms shall apply to any repaired or replacement goods supplied by Coster Group UK.
3.7 Repair work covered by warranty under the contract carried out in the Coster Group UK laboratories shall be free of charge. The cost of all external technical assistance repair work required will be charged to the client. Expenses will be charged in the amount and in the manner decided in each case by Coster Group UK.
3.8 Shipping costs associated with the return of goods to Coster Group UK, and to any replacements, shall be payable by the client.
4. TITLE AND RISK
4.1 Title and risk in the goods shall pass to the client upon delivery at Coster Group UK's premises in Derby, United Kingdom.
5. PRICE AND PAYMENT
5.1 The prices listed in the price lists/catalogue and on Coster Group UK's internet website may undergo changes with no prior notice to reflect any increase in the cost of the goods that is due to:
(a) any factor beyond Coster Group UK's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the client to change the delivery date(s), quantities or types of goods ordered, or the Specification; or
(c) any delay caused by any instructions of the client or failure of the client to give Coster Group UK adequate or accurate information or instructions.
5.2 The price of the goods is exclusive of the costs and charges of insurance and transport of the goods, which shall be invoiced to the client.
5.3 The price of the goods is exclusive of amounts in respect of value added tax (VAT). The client shall, on receipt of a valid VAT invoice from Coster Group UK, pay to Coster Group UK such additional amounts in respect of VAT as are chargeable on the supply of the goods.
5.4 The client shall pay Coster Group UK's invoice in full and in cleared funds within 30 (thirty) days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Coster Group UK. Time of payment is of the essence.
5.5 If the client fails to make any payment due to Coster Group UK under the contract by the due date for payment, then the client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. The client shall pay the interest together with the overdue amount.
5.6 The client shall pay all amounts due under the 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 Coster Group UK in order to justify withholding payment of any such amount in whole or in part. Coster Group UK may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the client against any amount payable by Coster Group UK to the client.
5.7 Coster Group UK shall invoice the client in respect of costs and charges of pre and/or post-sale technical assistance (including, where applicable, on-site commissioning, wiring, diagrams and drawings in respect of the goods).
6. LIMITATION OF LIABILITY
6.1 Nothing in these Terms shall limit or exclude Coster Group UK's liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) any matter in respect of which it would be unlawful for Coster Group UK to exclude or restrict liability.
6.2 Subject to clause 6.1:
(a) Coster Group UK shall under no circumstances whatever be liable to the client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract, even if Coster Group UK has been informed by the client of the risk of such damages occurring;
(b) Coster Group UK's total liability to the client in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% (one hundred percent) of the price of the goods.
(c) Coster Group UK shall not be responsible for any losses arising in respect of the client's modification or incorporation into or merger (in whole or in part) of the goods into other products or items, where such losses are not due directly to Coster Group UK and/or the goods and the client hereby indemnifies and shall hold Coster Group UK harmless against all loss, damage, costs and expenses (including legal costs and expenses) suffered or incurred by Coster Group UK arising directly or indirectly as a result of any third party claim based on the client's modification or incorporation into or merger (in whole or in part) of the goods into such other products or items.
7.1 Force Majeure Coster Group UK shall not be liable for any failure or delay in performing its obligations under a contract to the extent that such failure or delay is caused any event beyond Coster Group UK's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including, but not limited to, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), problems tied to production or the planning of orders, difficulties in obtaining raw material supplies, shipping difficulties, delays by the shipping company, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
7.2 Intellectual Property Rights and software.
(a) All intellectual property rights belonging to a party prior to the date of the contract will remain vested in that party.
(b) Coster Group UK's trade marks and brands shall not be used by the client for any purpose without Coster Group UK's prior written consent and then only in the manner prescribed by Coster Group UK.
(c) The client shall not make use of any drawings or technical information received from Coster Group UK other than as may be strictly necessary to install and make use of the goods.
(d) Where the goods are supplied to the client complete with software (whether pre-installed and/or to be installed (and irrespective of the digital support and/or format)) the use of such software shall be governed by these Terms and, where applicable, the licence terms and conditions notified to the client from time to time.
7.3 Governing law and jurisdiction. 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Accepted by mr/mrs …………………….