1. DEFINITIONS

In these Terms and Conditions, unless the context otherwise permits or requires the following expressions shall have the following meanings:

•  “The Company” means Airsculpt Limited whose office is situated at Carlton House, Maundrell Road, Calne, Wiltshire SN11 9PU
• “The Customer” means any person, firm, or company requesting the Company to produce, supply or provide goods and/or services and includes any servant, agent or subcontractor of the Customer.
• “The Contract” means any written agreement, specification, invoice sales agreement or similar setting out the terms agreed between the parties.

2. ACCEPTANCE OF TERMS AND CONDITIONS

This agreement constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement. Each party acknowledges that, in entering into this agreement, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in this agreement. Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in this agreement.

3. DESIGN PROPOSAL, SPECIFICATION AND PRODUCTION

1. Before the Customer places any order, the Company offers an initial consultation to discuss the Customer’s requirements free of charge unless otherwise agreed.
2. The Company shall provide the Customer with a written estimate of charges detailing the specification and design proposal. If approved and accepted, the Customer will make payment in accordance with 4.
3.  If the Customer wishes to vary the specification and/or design proposal, the Company will inform the Customer of any increase to the agreed price of goods and/or services to be supplied (“the Contract Price”).
4. All goods and/or services are manufactured and supplied based on the specification and design proposal approved by the parties.
5. Tensile architecture products are designed and manufactured to meet appropriate BS6399 building codes. Engineering calculations and documentation are available on request.
6. The Company will use its best endeavours to reproduce the design and colour schemes to the Customer’s specification, but the Customer accepts the limitations of composite materials, associated technologies and engineering parameters, and variations from the specification may occur.
7. Any variations to the specification not caused by 3(6) will be at the Customer’s expense.
8. All intellectual property rights (all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights) and all similar or equivalent rights or forms of protection in any part of the world, in or arising out of or in connection with all plans, artwork, proposals, specifications drawn up by the Company and the manufactured goods and/or services produced by the Company or its sub-contractors shall remain the property of the Company.
9.  No license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by the Company now or in the future unless otherwise agreed.
10. The Customer has a period of 7 days from the date agreed between the parties for delivery (“the Delivery Date”) to reject any goods that are found to have an inherent defect. The Customer will return such goods to the Company at the Customer’s cost. Insofar as an inherent defect is found, 7(4) will apply.

4. CHARGES AND PAYMENTS

1. The price quoted, unless otherwise stated, is exclusive of all costs and charges of packaging, insurance, delivery and installation works.
2. All amounts payable by the Customer are exclusive of value added tax chargeable from time to time.
3.  The Company will issue an invoice sales agreement (“the Invoice”) setting out the Contract Price
4. Standard payment terms will be laid out upon the invoice provided
5. Any deposit paid is non-refundable
6. 100% payment of the Contract Price must be made before goods and/or services are dispatched unless credit terms are agreed in writing. Settlement of credit accounts should be made within the first seven days of the month following the month during which the goods are shipped or finally invoiced.
7. The Company reserves the right to charge interest on overdue accounts at a rate of 7% over the basic rate in force at the time as declared by Barclays Bank PLC from the date the payment became due to the date payment is received.

5. SUPPLY OF GOODS

The Customer shall:

1. Ensure that the terms of the order and specification of the goods and/or services are complete and accurate
2. Co-operate with the Company in all matters relating to the supply of the goods and/or services
3. Provide the Company, its employees, agents, sub-contractors and consultants with access to the Customer’s property as reasonably required by the Company to provide the goods and/or services
4. Prepare the Customer’s premises for the supply and installation, if applicable, of the goods and/or services
5. Obtain and maintain all necessary licences, permissions and consents which may be required for the goods and/or services
6.  The risk in the goods and/or services passes to the Customer upon delivery to the carrier. Title in the goods and/or services remains vested in the Company until full and final payment of the Contract Price is made by the Customer.
7. Until title to the goods passes to the Customer, the Customer shall insure the goods and/or services for the Contract Price, hold the goods on a fiduciary basis, maintain the goods in satisfactory condition and give the Company such information relating to the goods as the Company may require from time to time.

6. DELIVERY AND ACCEPTANCE

1.  The Company shall deliver the goods and/or services to the location specified at any time after the Company notifies the Customer that the goods and/or services are ready.
2.  Any dates quoted for delivery are approximate only, and time is not of the essence.
3. The Company shall not be liable to the Customer as a result of delay or failure to perform its obligations as a result of inadequate delivery instructions from the Customer.
4. The Company is not responsible to prepare the delivery site for delivery and/or the installation of the goods and/or services.
5. If the Customer fails to accept or take delivery on the date agreed between the parties (“the Delivery Date”), then the Company may store the goods until delivery takes place and charge the Customer for all related costs and expenses, including insurance for such storage. If after 14 days of the Delivery Date the Customer has not taken delivery, the Company may resell or otherwise dispose of part or all of the goods and/or services.
6.  In the case of delivery of goods and/or services by instalments the Customer will not be entitled to treat delivery of faulty goods and/or services in any one instalment, or the late delivery of any one instalment, as a repudiation of the whole Contract.
7.  The Company shall not be liable to the Customer as a result of delay or failure to perform its obligations under the Contract as a result of an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown or machinery, fire, flood, storm or default of suppliers or subcontractors.
8.  If such event in 6(7) prevents the Company from providing any of the services and/or goods for more than 28 days from the estimate Delivery Date, the Company shall, without limiting its other rights or remedies, have the right to terminate this agreement immediately by giving written notice to the Customer and the Customer shall be entitled to a refund once costs incurred by the Company are deducted.

7. LIMITATION OF LIABILITY

1. Nothing in these terms and conditions shall limit or exclude the Company’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession), breach of terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession) or defective products under the Consumer Protection Act 1987.
2. Subject to 7(1), the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising or in connection with this agreement.
3.  Subject to 7(1), the Company’s total liability to the Customer in respect of all other direct losses arising under or in connection with the contract, whether in contract, tort, breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract Price.
4. Insofar as the Company is liable for any cost claim or demand whatsoever of the Customer, the liability of the Company shall be limited (at the discretion of the Company) to:
   • Replacing any defective goods and/or services
   • Making good the defect
   • Credit to the Customer for the cost of the defective goods and/or services by the Company.
5.  If any of the goods and/or services supplied carries the benefit of a manufacturer’s guarantee and/or warranty, the Customer shall deal directly with such manufacturer in respect of any issues with the goods.

8. USAGE

1. The Company does not accept responsibility for the suitability or any particular end use of the goods supplied.  Unless previously agreed by the Company in writing, the Customer must verify suitability of products or services for its intended use being requested. The Customer acknowledges limitation of goods and/or service depending on engineering principles and climatic conditions. It is the Customer’s responsibility to guard against negligence in handling or inappropriate utilisation over and above the recommendations of the Company or third party agents.
2.  It is the Customer’s responsibility to ensure that the use to which any goods and/or services supplied by the Company is put, complies with all applicable laws and requirements and any infringement is the liability of the Customer
3.  Operational lifespan of goods supplied is dependent upon the usage, installation and climactic conditions which the goods are put under. The Company cannot be held responsible for operational lifespan past 12-months from the Delivery Date, unless the Company makes additional manufacturer warranties available to the company, whereas such additional warranties will supersede the aforementioned.
4.  8(3) does not affect your rights under any warranties and/or guarantees provided by the manufacturer.

9. REPAIRS

1. Except as provided for in 7(4) the Company is under no obligation to undertake repairs to goods supplied. Where the Company does agree to undertake repairs these will be carried out to the best of the Company’s ability taking into account the nature of the repairs, the condition and reasons for damage. No guarantee can be given as to effectiveness thereafter by the Company. Repairs are at the Customer’s cost.
2. Manufacturer guarantees are available on request.
3. For bespoke goods and/or services the Company will use its best endeavours to produce a workable good and/or service but cannot offer any guarantee or warranty, unless otherwise confirmed in writing.
4.  Copies of any available warranties and/or guarantees will be produced on delivery.
5. If goods and/or services are to be installed on the Customer’s property through a sub-contractor of the Company, any issues and/or complaints must be directed to the installers.

10. TERMINATION

Without limiting its other rights or remedies, each party may terminate the contract with immediate effect by giving written notice to the other party if:

1. The Customer provides inadequate and inaccurate instructions in its specification of the goods and/or service
2. The Customer provides inadequate and inaccurate instructions for delivery
3. The Customer commits a breach of its obligation under this contract and fails to remedy that breach within 5 days of notice of such breach from the Company
4. The Customer is unable to pay its debts as they fall due or admits inability to pay its debts
5. The Customer (being an individual) is the subject of a bankruptcy petition or order
6. The Customer (being an individual) dies
7. The Customer (being a company) is the subject of a petition, notice, resolution, or order for or in connection with the winding up of the company
8. The Customer fails to comply with 4
9. On termination of the Contract for any reason, the Customer shall immediately pay to the Company all of the Company’s outstanding Invoices and costs and return all materials and deliverables which have not been fully paid for at the Customer’s expense. If the Customer fails to do so, the Company may enter the Customer’s property and take possession of such goods.
10. The Company reserves the right to impose a cancellation charge if the reason for termination is through no fault of the Company. The cancellation charge will be the highest of the Deposit paid or the costs and expenses incurred by the Company in fulfilling its part of the contract.
11. On termination, the Company will return to the Customer all design proposals and specifications belonging to the Customer.

11. JURISDICTION

1. The contract shall be interpreted in accordance with the laws of England and Wales.
2. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.