General Terms & Conditions
LATEST UPDATE: 04/10/21
These are the General Terms & Conditions from TV Technologies Limited whose trading address is Suite G3a, Egerton House, 2 Tower Road, Birkenhead, England, CH41 1FN, with its registered office is at Suite G3a, Egerton House, 2 Tower Road, Birkenhead, England, CH41 1FN (registered with company number 03854266 and registered for VAT purposes with number 741928027) (Supplier)
Article 1: definitions
1.1 The following capitalised terms will have the meaning as set forth hereinafter, either in the singular or in the plural.
The agreement with respect to Services, software, or Hardware between TV TECHNOLOGIES LIMITED and the Customer, including these Terms and Conditions, and any Data Protection Addendum, as required;
The party with whom TV TECHNOLOGIES LIMITED has entered into an Agreement and who will be receiving the Services and/or Hardware herein;
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from the GDPR as updated from time to time;
Intellectual Property Rights
Intellectual Property Rights shall mean patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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;
UK Data Protection Legislation
All applicable data protection and privacy legislation in force from time to time in the UK including the GDPR, the Data Protection Act 2018, and any other relevant, applicable legislation as amended;
The hardware (including the software, documentation and other ancillary materials) sold by TV TECHNOLOGIES LIMITED;
The installation of Hardware or other professional services provided by TV TECHNOLOGIES LIMITED;
All services and activities offered by TV TECHNOLOGIES LIMITED, including but not limited to the Maintenance and Support Services, Professional Services;
Terms & Conditions
these general terms and conditions, irrespective of the form in which these general terms and conditions are presented to the Customer.
ARTICLE 2: GENERAL CONDITIONS
2.1 The Terms and Conditions apply to and form part of all offers, proposals, agreements and other legal acts, either made orally, in writing, electronic or in any other form, concerning delivery of Services and/or Hardware by TV TECHNOLOGIES LIMITED. The Terms and Conditions shall also apply to all future transactions between the parties to the contract without requiring any reference there to again
2.2 Deviations from the Terms and Conditions shall only apply if and to the extent that they have been explicitly agreed upon in writing between TV TECHNOLOGIES LIMITED and Customer.
2.3 TV TECHNOLOGIES LIMITED explicitly rejects any applicability of any general (purchase) conditions used by Customer.
2.4 Quotations and prices shall not be binding on TV TECHNOLOGIES LIMITED, shall be without any obligation and shall be valid only as an invitation to Customer to place an order via their confirmation or acceptance in writing, unless explicitly otherwise stated in writing.
2.5 Customer warrants the accuracy and completeness of the measurements, requirements, performance specifications and other data on which TV TECHNOLOGIES LIMITED bases its offer and which have been stated by or on behalf of the Customer to TV TECHNOLOGIES LIMITED.
ARTICLE 3: SERVICES
3.1 TV TECHNOLOGIES LIMITED will provide the Services to Customer with due care and in accordance with the stipulations set forth in the Agreement (including these Terms and Conditions).
3.2 TV TECHNOLOGIES LIMITED is entitled at its sole discretion to make such alterations to the Services as it sees fit as long as the service is in essence still in compliance with the Services as agreed;
3.3 In the event that TV TECHNOLOGIES LIMITED, at Customer’s request, has delivered additional services that are not part of the Services agreed upon in the Agreement, Customer will pay for these services in accordance with TV TECHNOLOGIES LIMITED’s standard tariffs. TV TECHNOLOGIES LIMITED shall not be under obligation to meet a request for additional service and may require the conclusion of a separate written agreement. Customer accepts that an alteration or expansion of the Services may affect the agreed or expected time of completion of the Services. Any alteration or expansion needs to be mutually agreed between Customer and TV TECHNOLOGIES LIMITED at agreed rates.
ARTICLE 4: DELIVERY OF HARDWARE AND/OR SERVICES AND RETENTION OF TITLE
4.1 All terms of delivery of Services and Hardware only serve as guidelines. TV TECHNOLOGIES LIMITED will use its best efforts to observe the agreed delivery periods and/or other periods; however failure to meet these (delivery) periods shall not be considered a breach of this agreement, unless explicitly stated otherwise. Parties shall consult with each other as soon as possible in the event of an impending late delivery. TV TECHNOLOGIES LIMITED shall not be in default until after Customer has served TV TECHNOLOGIES LIMITED with a written notice of non-fulfilment that afforded a reasonable time for rectification and after TV TECHNOLOGIES LIMITED has failed to fulfil within such reasonable time.
4.2 Any risk of loss or damage of Hardware or of other facilities, software, documentation or other materials delivered in connection with the Services, will transfer to the Customer at the time of delivery.
4.3 In the event Customer purchases Hardware from TV TECHNOLOGIES LIMITED, then all Hardware delivered to the Customer shall remain TV TECHNOLOGIES LIMITED’s property until all amounts owed by the Customer for the Hardware have been paid fully to TV TECHNOLOGIES LIMITED. These amounts include the amounts with respect to all the work to be performed with respect of the Hardware (if agreed upon) and all other amounts which the Customer owes TV TECHNOLOGIES LIMITED due to a breach of its payment obligation. Until obtaining ownership Customer shall refrain from selling, leasing or pledging the Hardware and shall not rent or loan them out or in any other way make them available to third parties under any title whatsoever.
4.4 Errors and omissions excepted in relation to the specification provided for the Hardware and Services.
4.5 All work in relation to the delivery of the Services and Hardware needs to be carried out in a continuous period, in a safe and secure environment that is clean, dust-free and ready for installation on the first day of the communicated program schedule. TV TECHNOLOGIES LIMITED may require assistance with a number of tasks required as part of the installation process. These will require to be completed in advance of the first day of program schedule and include, amongst other things;
(i) Power, power cable sockets, power and data cabling, ELV cabling containment;
(ii) Network connections, sockets and switches;
(iii) Floor boxes and/or grommet holes as required;
(iv) Details of the client supplied IP connectivity and related addresses are to be supplied to TV TECHNOLOGIES LIMITED at least one week prior to installation.
(v) The disposal of any packaging or other waste is to be the responsibility of the Customer.
ARTICLE 5: PRICE AND PAYMENT
5.1 Customer agrees to pay fees as consideration for the Services and/or Hardware provided by TV TECHNOLOGIES LIMITED.
5.2 All prices and tariffs are stated in GBP, unless otherwise agreed in writing, and are exclusive of value added tax (VAT) and other government levies. Travel time, costs of travel, costs of transport, insurance, rigging and hoisting, leasing temporary facilities and subsistence expenses, extra hours and other costs attached to the Services are not included in the prices and rates and may be billed separately by TV TECHNOLOGIES LIMITED.
5.3 TV TECHNOLOGIES LIMITED is entitled to annually increase the prices and tariffs in case any cost price increasing circumstances occur that affect the cost price of the Services and/or the Hardware.
5.4 Unless otherwise agreed in writing, delivery of Hardware and Services will be invoiced at the following stages:
(i) Projects over £15,000 will be invoiced 50% on order, 30% on delivery and 20% on completion;
(ii) Projects of £5,000 to £15,000 will be invoiced 50% on order and 50% on completion;
(iii) Projects under £5,000 will be invoiced on completion;
(iv) Hardware only supply will be invoiced 100% on order;
(v) New TV TECHNOLOGIES LIMITED customers will be invoiced on immediate payment terms until/unless a credit account is agreed.
(vi) Maintenance and Support Services agreements will be invoiced on a yearly basis, in advance. Where extra Maintenance and Support Services are requested by Customer, which are not included in the relevant Maintenance and Support Service agreement, these shall be chargeable at rates agreed from time to time.
All invoices will be paid by Customer in accordance with the conditions of payment stated on the invoice. In absence of specific conditions, Customer will pay within 30 (thirty) days from the invoice date, without any set-off or suspension on any account whatsoever, except where it has been decided by arbitration award or judgment of a Court, that Customer has a counter-claim capable of being set off or a ground for suspension.
5.5 Without prejudice to any other right or remedy TV TECHNOLOGIES LIMITED reserves the right to suspend delivery or to terminate the Agreement if there is any outstanding liability owing to it by the Customer, or if in its opinion the Customer will not be able to meet any future or existing commitment to it.
5.6 Objections to invoiced amounts shall be communicated to TV TECHNOLOGIES LIMITED in writing before the due date, in the absence of which Parties shall accept the accuracy of the invoiced amounts after expiry of the due date. TV TECHNOLOGIES LIMITED shall determine the amounts owed by Customer, unless Customer can demonstrate that TV TECHNOLOGIES LIMITED’s records are incorrect.
5.7 If Customer fails to pay an invoice within the term of payment, Customer will automatically be in default, without a warning or notice of default being required. From such moment until the day of full payment, interest shall accrue on the outstanding amount against a rate of English statutory interest, which is four percent (4%) plus the Bank of England base rate.
5.8 If Customer continues to be in default in its obligation to pay the outstanding invoice with accrued interest, TV TECHNOLOGIES LIMITED can place the matter in the hands of a lawyer or debt-collector agency. All costs incurred by TV TECHNOLOGIES LIMITED in respect of such collection will be borne by Customer.
5.9 Notwithstanding article 5.4 and 5.7, 13.2 and 13.3, if the Customer continues to be in default in its obligation to pay the outstanding invoice, with accrued interest, for a period of more than 60 (sixty) days, all (recurring and nonrecurring) amounts due for the Services and Hardware agreed upon for the remaining term of the Agreement, will immediately become due and payable.
5.10 All amounts paid by the Customer will first offset any extrajudicial cost, secondly any accrued interest and thirdly the original amount of the invoice, regardless of any payment description or any notice by that Customer.
ARTICLE 6: SECURITY, DEPOSIT, BANK GUARANTEE
6.1 TV TECHNOLOGIES LIMITED is entitled to require security from Customer in the form of a bank guarantee, deposit or some other kind of security if in TV TECHNOLOGIES LIMITED’s opinion doubt exists about Customer’s ability to fulfil its payment obligation.
6.2 At such time as the need for security no longer exists, TV TECHNOLOGIES LIMITED shall notify Customer that the security or bank guarantee or other form of security may be discontinued or, as the case may be, shall refund the deposit. No interest shall be payable over the deposit.
ARTICLE 7: COOPERATION OF THE CUSTOMER
7.1 The Customer shall always furnish TV TECHNOLOGIES LIMITED in a timely manner with all data, information, hardware, facilities, materials and cooperation that are useful and necessary to execute the Agreement properly and provide full cooperation. Labour cancellation fees may apply if these conditions are not met at the agreed date and time. If the Customer utilises its own employees in cooperating in the execution of the Agreement, these employees shall possess the necessary know-how, experience, training and abilities. Customer guarantees that the provided information will be correct and complete.
7.2 Customer represents and warrants to TV TECHNOLOGIES LIMITED that the hardware, including servers, software, telecommunication facilities (including internet) connections, or other facilities used in connection with the Services and/or Hardware provided by TV TECHNOLOGIES LIMITED meet all required technical specifications to enable the correct functioning of the Hardware and/or Services. Customer shall bear the risk of selecting, using and applying in its organisation the hardware, software, (internet) connections and other facilities necessary for the proper use of the Hardware and Services and shall also be responsible for the monitoring and security procedures and proper system management, unless otherwise agreed upon in writing. TV TECHNOLOGIES LIMITED is not liable for any damage or expenses due to transmission errors, malfunctions or the non-availability of these facilities, unless the Customer proves that such damage or expenses resulted from intentional acts or omissions or gross negligence on the part of TV TECHNOLOGIES LIMITED.
7.4 If the Customer does not provide TV TECHNOLOGIES LIMITED with the data, equipment, software or other cooperation necessary to execute the Agreement, or does not provide this in a timely manner or in accordance with the agreements made, or if the Customer otherwise does not fulfill its obligations, TV TECHNOLOGIES LIMITED shall be entitled to suspend execution of the Agreement in whole or in part, and it shall be entitled to charge the ensuing expenses in accordance with its usual rates, all of this without prejudice to TV TECHNOLOGIES LIMITED’s right to exercise any other legal right.
7.5 If and insofar employees of TV TECHNOLOGIES LIMITED perform work on the premises of Customer, Customer shall provide appropriate working conditions, access to all necessary facilities including but not limited to computer and telecommunication facilities and qualified personnel as may be reasonably requested by TV TECHNOLOGIES LIMITED. All facilities
shall comply with all applicable statutory and other requirements and provisions concerning working conditions. The Customer shall indemnify TV TECHNOLOGIES LIMITED against claims by third parties, including TV TECHNOLOGIES LIMITED’s employees, who, in executing the Agreement, suffer injury which is the result of acts or omissions by the Customer or of unsafe situations in its organisation.
7.6 If any of the provisions of this article 7 are not met by the Customer and therefore the delivery of Services and/or Hardware is delayed and extra time and/or extra work needs to be invested by TV TECHNOLOGIES LIMITED, TV TECHNOLOGIES LIMITED has the right to charge and Customer acknowledges it is obliged to pay all fees due to this extra time and/or extra work.
ARTICLE 8: INTELLECTUAL PROPERTY RIGHTS AND LICENSE
8.1 All Intellectual Property Rights regarding the Services and Hardware (including but not limited to the software, documentation, facilities or other materials that is used therefore) are owned and retained by TV TECHNOLOGIES LIMITED or its suppliers. TV TECHNOLOGIES LIMITED shall retain ownership of any suggestions, ideas, recommendations, feedback or other information provided by Customer or any other party related to the Services and Hardware. Neither delivery of the Services or Hardware nor the Agreement will imply any transfer or assignment of Intellectual Property Rights.
8.2 Customer shall receive a limited, non-exclusive and non-transferable license for the use of the Services for the term of this agreement and to receive the Services. Customer commits itself to adhere strictly to any conditions laid down in the Agreement or imposed in any other way.
8.3 In the event that the Services or Hardware contain any Intellectual Property Rights that need to be used by Customer for the proper performance of the Services or Hardware under this Agreement, TV TECHNOLOGIES LIMITED and its licensors (as applicable) shall retain ownership of any such Intellectual Property Rights (“Supplier Background IPR”) and, TV TECHNOLOGIES LIMITED grants to Customer a non-exclusive, nontransferable, revocable license to use such Supplier Background IPR for internal purposes during the term of the Agreement. Such license is solely granted for the use in connection with the Services or the Hardware and under the condition that the Customer fully complies with the Terms and Conditions and the stipulations in the Agreement. In case the Supplier Background IPR includes software, Customer is not entitled to:
(i) assign, sublicense, lease or otherwise make the software available to third parties;
(ii) decodify, decompile, modify, adapt, create derivative works based on the software or apply techniques of reverse engineering or any other techniques aimed to access the source code of the software, except where the rights to do so are mandatory by law and TV TECHNOLOGIES LIMITED has refused to satisfy any conditions to such rights;
(iii) incorporate or let others incorporate the software, in part or in whole, into another program, or otherwise exploit the software other than for its internal business purposes;
(iv) make a copy of the software, without the prior written consent of TV TECHNOLOGIES LIMITED, which consent will not be withheld in case of a back-up copy, unless TV TECHNOLOGIES LIMITED decides to provide such back-up copy itself;
(v) delete or alter any trademark, trade name, logo, copyright notice, notice of reservation of rights, or limitation or exclusion of liability included in any part of the software and/or in the documentation associated with it
8.4 Any Intellectual Property Rights specifically developed or created for the Customer, not being Supplier Background IPR, shall vest and will be transferred to the Customer by TV TECHNOLOGIES LIMITED.
8.5 TV TECHNOLOGIES LIMITED shall be allowed to take technical measures to protect the software or with a view to agreed restrictions in the duration of the right to use the software. Customer shall not be allowed to remove or evade such a technical measure.
8.6 Customer is not entitled to receive upgrades and updates of the software, unless explicitly otherwise agreed upon in the Agreement.
ARTICLE 9: CONFIDENTIAL INFORMATION AND PERSONAL DATA
9.1 During the Agreement and after its expiration or termination for whatever reason, Customer shall keep confidential all information it receives from TV TECHNOLOGIES LIMITED, including without limitation, information in relation to TV TECHNOLOGIES LIMITED’s affairs or business or method of carrying on business and all customer information and shall use such information only to the extent necessary to perform its obligations under this Agreement or as may be required by law.
9.2 The requirements of Article 9.1 shall not apply to the extent that such information is or becomes public knowledge through no fault of the Customer or was already known by the Customer prior to its disclosure by the Customer or is otherwise authorised by TV TECHNOLOGIES LIMITED for disclosure or required to be disclosed by law.
9.3 If and insofar TV TECHNOLOGIES LIMITED receives personal data that falls within the scope of the GDPR, the parties shall abide by the obligations set forth in the Data Protection Addendum, attached hereto.
ARTICLE 10 LIMITATION OF LIABILITY
10.1 This agreement sets for the full extent of TV TECHNOLOGIES LIMITED’s obligations and liabilities in respect of the Services and/or Hardware. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for particular purpose or any kind whatsoever that are binding on TV TECHNOLOGIES LIMITED except as specifically stated in this agreement. Any condition, warranty or other term concerning the Services and/or Hardware which might otherwise be implied into or incorporated within this agreement, whether by statute, common law or otherwise, is expressly excluded.
- 2 The total liability of TV TECHNOLOGIES LIMITED to Customer at any given time, for any reason whatsoever, is limited to the compensation of the following damages and to the maximum amounts stated from case to case:
(i) direct damages resulting from a material breach of its obligations under the agreement will be limited to the fee that is or must be paid by Customer in the year that the damage occurs, up to a maximum of £ 10,000, per event, whereby a series of connected incidents or events will count as one incident or event. Direct damages in this respect exclusively mean:
all reasonable costs incurred by Customer in order to have TV TECHNOLOGIES LIMITED’s performances meet its obligations under the Agreement;
all reasonable costs incurred by Customer in order to prevent or limit any direct damages as meant in this article.
all reasonable costs incurred by Customer in order to establish the nature and scope of the direct damages as meant in this article.
(ii) damage to property, reasonable costs of repair or replacement, up to a maximum amount of £ 10.000,- per event, whereby a series of connected incidents or events will count as one incident or event.
10.2 Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or breach of the terms implied by Section 8 of the Supply of Goods (Implied Terms) Act 1973.
10.3 Any and all liability for indirect damages, including but not limited to consequential damages, loss of profit, loss of turnover, damage through stagnation of operations, loss of anticipated savings, loss of use or corruption of software, data or information, de-staffing, penalties and charges owed to third parties and impaired goodwill or damage of reputation, is excluded.
10.4 Establishment of any right to compensation shall in each instance be conditional upon Customer reporting such damage to TV TECHNOLOGIES LIMITED in writing within three months of its occurrence.
ARTICLE 11: FORCE MAJEURE
11.1 There is no attributable failure by TV TECHNOLOGIES LIMITED if there is an event of force majeure. Force majeure includes but is not limited to embargoes, governmental restrictions, strikes, lockout, work stoppages or other labor difficulties, acts of God, riots, insurrections, wars or other military actions, government action, acts of terrorism, civil disorders, fires, floods, vandalism, sabotage or pandemics.
11.2 If the event of force majeure continues for a period of 60 (sixty) consecutive days, then Parties are authorised to dissolve the Agreement in writing without judicial intervention being required. Such dissolution does not oblige TV TECHNOLOGIES LIMITED to pay compensation for damage and/or loss. TV TECHNOLOGIES LIMITED is entitled to receive payment from the Customer for the delivery of Hardware and/or Services already made prior to the force majeure situation.
ARTICLE 12 TERMINATION AND SUSPENSION
12.1 TV TECHNOLOGIES LIMITED is entitled to suspend, terminate or rescind the Agreement, by notifying Customer (and without any judicial intervention being required and without becoming liable for damages) if Customer has failed to perform an obligation under the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within 7 (seven) days (or another reasonable term stated by TV TECHNOLOGIES LIMITED) after being notified in writing (including e-mail) of such breach. The suspension, termination or rescission does not release the Customer from any payment obligation as inserted in article 5, unless TV TECHNOLOGIES LIMITED is in default with regard to such Hardware or Services.
12.2 Both parties are entitled to suspend, terminate or rescind the Agreement with immediate effect by notifying the other party (and without any judicial intervention being required and without becoming liable for damages), if either party:
(i) suspends, or threatens to suspend payments of its debts or is unable to pay debts as they fall due or is deemed unable to pay its debts under the law;
(ii) suspends, ceases, or threatens to suspend or cease carrying on all or a substantial part of its business;
(iii) commences negotiations with all or any class of its creditors with a view to make a general assignment for the benefit of its creditors;
(iv) suffers or permits the appointment of a receiver or a manager for its business assets;
(v) files a petition or gives notice for or in connection with the winding up of their business.
12.3 TV TECHNOLOGIES LIMITED is entitled to suspend, terminate or rescind the Agreement with immediate effect by notifying the other party (and without any judicial intervention being required and without becoming liable for damages), if Customer undergoes a substantial change of management or control (within the meaning of section 1124 of the Corporation Tax Act 2010) reasonably deemed by the other party to be incompatible with its legitimate interests.
ARTICLE 13 FINAL PROVISIONS
13.1 The Agreement constitutes the full agreement between the parties with respect to the utilisation of the Services and the Hardware and it replaces any prior agreements concerning the subject hereof.
13.2 The Agreement is personal and as such Customer is not entitled to assign its rights and obligations under it, except with the prior written permission of TV TECHNOLOGIES LIMITED. TV TECHNOLOGIES LIMITED shall be entitled to assign or otherwise transfer its rights and obligations under the Agreement without requiring the consent of Customer.
13.3 If and to the extent that any provision contained in these Terms and Conditions should prove not valid for whatever reason, the other provisions of these Terms and Conditions shall remain in full force and effect. TV TECHNOLOGIES LIMITED and Customer shall negotiate a new provision that shall approximate the contents and the scope of the original provision as closely as possible.
13.4 During the term of the Agreement and one year thereafter, Customer shall not engage or otherwise employ, directly or indirectly, members of the staff of TV TECHNOLOGIES LIMITED or contractors used by TV TECHNOLOGIES LIMITED in the performance of the Services or delivery of the Hardware, who are or were involved in executing the Agreement, unless the Customer has received prior written permission of TV TECHNOLOGIES LIMITED.
13.5 The Agreement is governed by the law of England and Wales.
13.6 Parties will first use their reasonable efforts to resolve any dispute that may arise out of the Agreement or any breach thereof. If a dispute cannot be settled amicably through ordinary negotiations within a timeframe acceptable to either party, either party may submit the dispute for resolution in accordance with article 14.7
13.7 All disputes that may arise under or in connection with the agreement shall be exclusively submitted to any competent court within England.
The provisions set forth in these Additional Terms for Hardware shall apply if TV TECHNOLOGIES LIMITED delivers and sells Hardware to the Customer. These provisions apply in addition to the General Terms.
ARTICLE 1: HARDWARE
1.1 The price of the Hardware shall not include the costs of transport, insurance, rigging and hoisting, leasing temporary facilities and the like.
1.2 The Hardware will be delivered to the location specified in the Agreement. If no location has been agreed, delivery will take place by offering the Hardware at TV TECHNOLOGIES LIMITED’s premises and / or warehouse, so that Customer can collect it themselves. Customer is obliged to collect the Hardware immediately upon its arrival, failing which TV TECHNOLOGIES LIMITED shall be entitled to charge the costs of such delay, transport, return and / or storage related to this default to Customer.
1.3 Customer is not entitled to receive upgrades, updates and/or Professional Services with respect to the Hardware (including the software provided with the Hardware), unless it’s specifically agreed upon in writing.
1.4 Upon delivery, the Customer must immediately check the Hardware in question for any defects or damage. Any visible defects must be reported to TV TECHNOLOGIES LIMITED in writing within 3 (three) Working Days (a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business) after the delivery of the Hardware, with reference to the invoice number or, in the absence thereof, the number of the dispatch note or order confirmation. If this period has expired without written notice (complaint) regarding a defect in the Hardware, the Hardware shall be deemed to have been accepted by the Customer. In any case, the Hardware is deemed to be accepted if the Customer has taken the Hardware into use, has delivered it to third parties, or has commissioned it, unless a complaint has been lodged within the stipulated period of 3 (three) Working Days.
1.5 The warranty with regard to the Hardware delivered by TV TECHNOLOGIES LIMITED is limited to the warranty granted by the manufacturer of the Hardware or the supplier of the software (delivered in connection with the Hardware), both in terms of its substance and its duration. Therefore, only the warranty conditions and warranty period of such manufacturer/supplier apply to the delivered Hardware, or software delivered in conjunction with said Hardware, replacing any deviating provisions in these Terms and Conditions. The Customer accepts the intended warranty conditions of the manufacturer/supplier. These warranty conditions are supplied along with the Hardware or, in the case of software, constitute part of the license terms. It follows from the foregoing that TV TECHNOLOGIES LIMITED only has a warranty obligation if and insofar as it (or the Customer directly) can claim a warranty obligation from the manufacturer or supplier. The processing of the defective Hardware will be carried out according to the procedure of the manufacturer or supplier and the instructions given by TV TECHNOLOGIES LIMITED.
1.6 Without prejudice to the provisions in the warranty conditions of the manufacturer, supplier or TV TECHNOLOGIES LIMITED, the warranty will at least lapse if:
(i) without the prior written permission of TV TECHNOLOGIES LIMITED, supplier or the manufacturer, repairs, modifications or extensions have been made to the Hardware or software by the Customer or by others;
(ii) changes, repairs or extensions have been made to the Hardware or software that TV TECHNOLOGIES LIMITED has indicated that this can lead to the lapse of the warranty;
(iii) in TV TECHNOLOGIES LIMITED’s opinion the Hardware has been used or maintained carelessly, incorrectly or inexpertly;
(iv) changes have been made to the warranty certificate or any seal of the Hardware has been broken;
(v) type numbers, serial numbers and/or warranty stickers are damaged, altered or removed;
(vi) any defects have arisen by not connecting or using the Hardware or software as prescribed and/or not connecting or installing (approved) other products to the Hardware or software;
(vii) defects have arisen due to deviating environmental conditions, insofar as such conditions have been stipulated or by other external causes such as fire or water damage.
1.7 The warranty period is not extended or renewed by carrying out the work performed, or replacement products supplied within the context of the warranty.
1.8 TV TECHNOLOGIES LIMITED is under no obligation to repair defects that have been reported after the expiry of the warranty period set by the manufacturer or supplier, unless Parties have agreed in the Agreement upon the delivery of Maintenance and Support Services, which includes such a duty to repair. Work and costs of repair that are delivered or made outside the scope of the warranty will be charged by TV TECHNOLOGIES LIMITED in accordance with its usual rates.
1.9 Only in the event of the warranty conditions of the manufacturer or the supplier in the relationship between TV TECHNOLOGIES LIMITED and the Customer for whatever reason being deemed to not be applicable or are declared inapplicable, the following applies with regard to the warranty:
(i) The warranty period for the Hardware is one year after the date of delivery of the Hardware and in the case of software, one year after delivery of the license code.
(ii) The warranty includes the free repair or replacement of (parts of) the Hardware in the event of defects in materials and/or workmanship of which the Customer proves that these have occurred within the stipulated warranty period.
(iii) If TV TECHNOLOGIES LIMITED replaces parts/Hardware to fulfil its warranty obligation, the replaced parts/Hardware will become TV TECHNOLOGIES LIMITED’s property, if TV TECHNOLOGIES LIMITED so desires.
(iv) Any costs that exceed the sole obligation of replacement as described, such as transport costs, travel and accommodation costs as well as costs of disassembly/assembly are payable by the Customer.
(v) The warranty expires in case of circumstances as mentioned in article 1.6.
The provisions set forth in these Additional Terms for Professional Services shall apply if TV TECHNOLOGIES LIMITED provides its Professional Services. These provisions apply in addition to the General Terms.
ARTICLE 1: PROFESSIONAL SERVICES
1.1 TV TECHNOLOGIES LIMITED will use its best efforts to provide the Professional Services with due care, in a professional and workmanlike manner and in accordance with the applicable service description. TV TECHNOLOGIES LIMITED shall provide all services on the basis of a best efforts obligation, unless and in so far it has explicitly undertaken in the written agreement to achieve a specific result and the result in question is sufficiently determined.
1.2 If it has been agreed that the Professional service will be provided in stages, TV TECHNOLOGIES LIMITED is entitled to delay the start of the Professional Services associated with a stage until such time as Customer has approved the results of the previous stage in writing.
1.3 TV TECHNOLOGIES LIMITED shall be obliged to follow timely and reasonable instructions issued by Customer during the performance of the Professional service unless the Customer issues instructions that change or extend the content or scope of the agreed Professional service. If such instructions are followed, however, Customer shall pay for that work or services in question in accordance with TV TECHNOLOGIES LIMITED’s standard rates. The Customer accepts that such additional work or services may affect the agreed or expected time of completion of the Professional Services and the mutual responsibilities of the Customer and TV TECHNOLOGIES LIMITED.
1.4 TV TECHNOLOGIES LIMITED is at all times entitled to replace its employees with one or more other employees or subcontractors with the same qualifications.
1.5 Customer will provide all materials, information and other cooperation required by TV TECHNOLOGIES LIMITED for the purpose of providing the Professional Services. Customer shall prepare and provide all information and material in accordance with the conditions and instructions imposed by TV TECHNOLOGIES LIMITED. These information and materials are provided at the risk and expense of Customer. Customer guarantees that all materials, information, and instructions that it makes available to TV TECHNOLOGIES LIMITED for the purpose of providing the Professional Services is accurate and complete and that all information provided to TV TECHNOLOGIES LIMITED meet TV TECHNOLOGIES LIMITED’s specifications.
1.6 TV TECHNOLOGIES LIMITED shall carry out the work during TV TECHNOLOGIES LIMITED’s standard business hours.
1.7 Except where agreed otherwise in writing, the use by Customer of advice issued by TV TECHNOLOGIES LIMITED shall in all cases be at Customer’s risk and expense.