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Terms and Conditions

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Terms & Conditions of Equipment Sales (UK)

1.  Definitions

1.1.         “the Company” means Gearhouse Broadcast Limited (registered number 2858161).

1.2.         “the Conditions” means the standard terms and Conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.

1.3.         “the Contract” means the contract for the sale and purchase of the Goods.

1.4.         “the Customer” means the entity, firm or person to whom the Goods are to be supplied by the Company.

1.5.         “the Goods’ means all goods, services and materials which are the subject of the Customer's order.

2.  Interpretation

2.1.         The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.2.         Any reference in these Conditions to any statute, statutory provision, subordinate legislation, code or guideline ("legislation") shall be construed as referring to such legislation as the same may from time to time be amended, modified, extended, varied,                         superseded, replaced, substituted or consolidated.

3.  Basis of Sale

3.1.         There shall be no binding contract between the Company and the Customer until the Company notifies the Customer of its acceptance of the Customer's order, either in writing or by telephone, or (if earlier) the Company delivers the Goods to the Customer.

3.2.         Any quotation is given subject to Condition 3.1 and is valid for a period of 14 days only from its date, provided that the Company does not withdraw it within such period.

3.3.         The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.

3.4.         Each order for Goods by the Customer shall be deemed to be an offer by the Customer to purchase the Goods subject to these Conditions.

3.5.         All orders which are accepted are subject to these Conditions which shall apply to the exclusion of all other terms and conditions, including any standard terms of the Customer.

3.6.         Any purported variation, alteration or addition to these Conditions, and any representations about the Goods, are inapplicable unless agreed in writing and signed by a Director of the Company.

3.7          The Contract constitutes the entire agreement between the parties. The Customer acknowledges that has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

4.  Cancellation of Orders

4.1          The Customer shall not be entitled to cancel an order which has been accepted by the    Company except upon terms agreed with the Company which reimburse the Company for all costs, expenses and loss of profits incurred by the Company in respect of                 the order up to date of receipt by the Company of written notification of cancellation from the Customer.

4.2          The Company may cancel all Contracts in any of the circumstances set out in Condition 7.4.1 to 7.4.3 inclusive whereupon all outstanding sums shall become immediately due and payable by the Customer.

5.  Prices

5.1.         Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company's price list applicable on the date of delivery or deemed delivery.

5.2.         Unless otherwise agreed, all prices quoted by the Company are exclusive of delivery charges and are exclusive of Value Added Tax all of which amounts the Customer shall pay (in addition to the price of the Goods) when it is due to pay for the Goods.

5.3.         Unless otherwise agreed, all prices quoted by the Company are duty paid in the United Kingdom and any and all other duties, taxes, custom charges or similar costs are for the account of the Customer.

6.  Payment

6.1.        The Customer shall pay for the Goods when its order is accepted or if earlier, when the Goods are delivered in accordance with Condition 3.1, unless credit facilities have previously been agreed in writing, in which event payment shall be made by the                          Customer no later than 30 days after the invoice date. Time for payment shall be of the essence.

6.2.        No discount is allowable unless previously agreed in writing by the Company.

6.3.         If the Customer fails to comply with its payment obligations-

               6.3.1.      the Company may suspend performance of the remainder of the Contract or any other Contracts with the Customer, and

               6.3.2.      the Company may, by notice in writing to the Customer, declare all other sums owing by the Customer to the Company (whether under the Contract or any other contracts or on any other account) at the date of the notice as immediately due and                                      payable and the Customer shall pay the same to the Company accordingly.

6.4.         Without prejudice to the Company’s other rights, the Company reserves the right to charge interest on delayed payments from the due date on a day to day basis at a rate of 4% per annum above the base lending rate of National Westminster  Bank plc.                         from time to time in force until full payment in cleared funds has been received.

6.5          The Customer shall pay all amounts due under the Contract without any deduction or withholding (except as required by law) and the Customer shall not be entitled to assert any credit, set-off or counter-claim against the Company in order to justify                                 withholding payment of any amount in whole or in part.

7.  Risk/Title

7.1.         The Goods shall be at the risk of the Customer:

                 7.1.1.      if they are delivered by the Company’s own transport, from the time at which they are unloaded from the vehicle delivering them; or

                 7.1.2.      if they are collected by the Customer, or a third party, from the time at which loading them onto the collecting vehicle has been completed.

7.2.         Title and Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

                7.2.1.      the Goods; and

                7.2.2.      all other sums which are or which become due to the Company from the Customer on any account.

7.3.         Until ownership of the Goods has passed to the Customer, the Customer must:

                 7.3.1.      hold the Goods on a fiduciary basis as the Company's bailee;

                 7.3.2.      store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;

                 7.3.3.      not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

                 7.3.4.      maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the                                      Company; and

                 7.3.5.      Hold the proceeds of the insurance referred to in Condition 7.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

                 7.3.6.      Notify the Company of any event set out in Condition 7.4.

7.4.         The Customer's right to possession of the Goods shall terminate immediately if before Title to the Goods has passed to the Customer, the Customer becomes subject to any of the events listed below:

                7.4.1.      the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a                                         body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a                                             receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an                                                         administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

                 7.4.2.     the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company                                   and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

                7.4.3.      the Customer encumbers or in any way charges any of the Goods.

7.5.         The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

7.6.         The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover                   them.

8.  Delivery

8.1.         Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business. The Customer will take delivery of the Goods within 14 days of the Company giving it notice that the Goods are ready for                             delivery.

8.2.         Any dates specified by the Company for delivery of the Goods are intended to be an estimate and shall be non-binding. Time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

8.3.         Subject to the other provisions of these Conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs,                         damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds                       180 days.

8.4.         If for any reason the Customer fails to  accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or                       authorisations:

                8.4.1.      risk in the Goods will pass to the Customer upon Customer's refusal or inability to accept the Goods (including for loss or damage caused by the Company's negligence);

                8.4.2.      the Goods will be deemed to have been delivered upon Customer's failure  or inability to accept the Goods; and

                8.4.3.      the Company may store the Goods until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance). If the Goods have not been delivered within 30 days of the initial date                                   of attempted delivery then the Company may dispose of the Goods and claim any loss, loss of profits, costs and expenses from the Customer.

9.  Inspection & Acceptance

9.1.         The Goods must be examined by the Customer at the time of delivery or collection and signed for.

9.2.         Any loss or damage to the Goods or any part thereof or any dispute in relation to the Goods must be notified in writing to the Company and (if the defect is as a result of damage in transit) to the carrier within 3 days of delivery or collection and any damaged                 goods must be returned for inspection by the Company at the Customers expense and if no liability is attached to the Company the Customer shall also pay the cost of the return of the inspected Goods.

9.3.         Subject to Condition 11.6, if the Customer fails to give notice the said Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to accept and pay for the Goods accordingly.

9.4.         Only in circumstances where the Company has agreed to deliver the Goods with its own transport and the Goods are lost or damaged during transit shall the Company either issue the Customer with a credit note in respect of, or repair or replace, the Goods                 at the sole discretion of the Company. The Customer shall accept such credit note or repaired Goods or replacement in full and final settlement and satisfaction of any and all claims which it may have against the Company in respect of any Goods lost or                       damaged in transit and the Company shall not be liable to the Customer for any loss, loss of profit, or expense whatsoever arising from any loss or damage to the Goods or any part thereof in transit.

10.  Quality

10.1.       The Customer undertakes to use the Goods at all times in accordance with the instructions (if any) and/or purposes recommended by the manufacturer of the Goods.

10.2.       The Company warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 3 months from the date of delivery, the Goods will be of satisfactory quality within the meaning of the Sale and Supply of Goods Act 1994;

10.3.       In the event that the Customer alleges a breach of any of the warranty in Condition 10.2 then it must:

                10.3.1.    give written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 3 days of the time when the Customer discovers or ought to have discovered the defect; and

                 10.3.2.    give the Company a reasonable opportunity after receiving the notice set out in 10.3.1 to  examine such Goods  following the return of the  Goods to the Company's place of business ( if asked to do so by the Company).

10.4.       The Company shall not be liable for a breach of any of the warranty in Condition 10.2 if:

                 10.4.1.    the Customer makes any further use of such Goods after giving a notice pursuant to Condition 10.3; or

                 10.4.2.    the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

                 10.4.3.    the Customer or any third party alters or repairs such Goods without the written consent of the Company; or

                 10.4.4.    Customer, or its agent(s), is negligent or careless in its use of the Goods. 

10.5.       Subject to Conditions 10.3 and 10.4, if any of the Goods do not conform with the warranty in Condition 10.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods  provided that, if the Company                 so requests, the Customer shall return the Goods or the part of such Goods which is defective to the Company.

10.6.       If the Company complies with Condition 10.5 it shall have no further liability for a breach of any of the warranty in Condition 10.2 in respect of such Goods.

10.7.       This warranty is in addition to any warranty given by the manufacturer and is not transferable to any purchaser of any Goods sold by the Customer.

11.  Limit of Company’s Liability

11.1.       Subject to Condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

                11.1.1.   any breach of these Conditions; and

                11.1.2.    any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2.       Subject to Condition 11.6, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3.       Nothing in this Condition 11 shall limit the Company's liability for death or personal injury resulting from the Company's negligence, fraudulent misrepresentation or for fraud.

11.4.       Subject to Conditions 11.2 and 11.3, the aggregate liability of the Company in respect of any loss or damage suffered by the Customer and arising out of or in connection with these Conditions, whether in contract, tort (including negligence) or for breach of                 statutory duty or in any other way, shall not exceed the price paid for the Goods by the Customer.

11.5.       The Company shall not be liable whether in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

                11.5.1.    any economic losses (including, without limitation, loss of revenues, , contracts, business or anticipated savings); or

                11.5.2.    loss of profits (whether direct or indirect); or

                11.5.3.    any loss of goodwill or reputation; or

                11.5.4.    any special or indirect or consequential losses;

                                in any case whether or not such losses were within the contemplation of the parties at the date of the Customer's order, suffered or incurred by the Customer arising out of or in connection with the use by the Customer of the Goods or any other                                         matter under these Conditions.

11.6.       Where the Company provides the Goods to the Customer under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the Customer's statutory rights shall not be affected by any provision of these                         Conditions.

12.  Loan Goods

12.1.       Goods provided to Customers on loan will be subject to a daily rental charge.

12.2.       The Customer will insure the Goods with an insurance company of good repute or with Lloyds underwriters against loss or damage from all risks.

12.3.       If the Goods are returned in poor condition or without the original packaging the Company has the right not to accept the return and invoice the Customer for the full sales price of the Goods together with Company's costs arising from such return.

13.  Prohibited transactions and Sanctions

13.1.       The Customer represents and warrants to the Company that it will not use any Goods supplied under the Contract nor any software and/or technology relating thereto nor any other goods, products, software and/or technology manufactured or developed                     through use of the Goods for the purpose of disturbing international peace and security, including the design, development, production, stockpiling or any use of weapons of mass destruction such as nuclear, chemical or biological weapons or any use                         supporting these weapons activities.

13.2.       The Customer represents and warrants to the Company that it shall not sell, export, dispose of, licence, rent, transfer, disclose or otherwise provide the Goods to any third party whether directly or indirectly where the Customer knows or reasonably ought to                 know that such third party or any other party will engage in the activities described in Condition 13.1 above. The Customer further represents and warrants to the Company that it will obtain the representations and warranties  set out in this Condition 13                         from any third party to whom it sells, exports, disposes of, licences, rents, transfers, discloses or otherwise provides the Goods.

13.3.       The Customer represents and warrants to the Company that it will not directly or indirectly sell (or knowingly allow the resale), export, re-export, transship or otherwise transfer the Goods:

                13.3.1.    in violation of any applicable sanctions, export control laws or regulations promulgated and administered by the governments of any country asserting jurisdiction over the parties or transactions;

                13.3.2.    (without prejudice to the generality of Condition 13.3.1) to Iran, Syria, North Korea, Sudan or any other Country subject to applicable sanctions or export restrictions or regulations.

14.  General

14.1.       Although the Company will use all reasonable endeavours to discharge its obligations under these Conditions in a prompt and efficient manner, it does not accept responsibility for any failure or delay caused by circumstances beyond its reasonable                             control.

14.2.       If any provision of these Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Conditions which shall remain in                   full force and effect. If any provision of these Conditions is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be                               necessary to make it valid.

14.3.       The failure to exercise or delay in exercising a right or remedy provided by these Conditions or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.  A waiver of a breach of any of the terms of these Conditions or                 of a default under these Conditions does not constitute a waiver of any other breach or default and shall not affect the other terms of these Conditions.  A waiver of a breach of any of the terms of these Conditions or of a default under these Conditions will                     not prevent a party from subsequently requiring compliance with the waived obligation.

14.4.       The Customer shall not be entitled to assign the benefit of the Contract without the prior written consent of the Company. The Company may assign the benefit of the Contract or sub-contract any of its obligations, or any part thereof, to any person, firm or                       company.

14.5.       The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.6.       Notices under this Contract shall be in writing and shall be served in the case of the Customer at the address stated on the order and in the case of the Company at the address shown on its order acknowledgement.

14.7.       This Contract is governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.