UK Business Sales Terms

WATERROWER (UK) LTD

PART 1 – CONTRACT FORMATION, QUOTATIONS, ORDERS, PAYMENT AND RETENTION OF TITLE

1. Definitions and Interpretation

In these terms (“Terms”):

Company means WaterRower (UK) Ltd.

Contract means the agreement between the Company and the Customer for the supply of Goods and/or Services.

Customer means the company, partnership, organisation or other business entity purchasing Goods and/or Services from the Company.

Force Majeure Event means the events set out in clause 18.1.

Goods means all products, equipment, spare parts, accessories, materials and other items supplied by the Company.

Intellectual Property Rights means product designs, mechanical systems, proprietary product designs, engineering concepts and technical know-how, technical drawings, specifications, CAD drawings, room layouts, gym designs, renderings, images, brochures, catalogues, quotations, proposals, trademarks, trade names, copyrights, databases, software, and website content

Order means the Customer's purchase order, signed quotation, written instruction or other request for Goods and/or Services.

Price means the amount payable by the Customer excluding VAT unless otherwise stated.

Quotation means any quotation, proposal, estimate or pricing document issued by the Company.

Services means any delivery, installation, assembly, commissioning, training, maintenance or other services supplied by the Company.

VAT means Value Added Tax chargeable in the United Kingdom.

References to "writing" or "written" include email correspondence. Headings are for convenience only and shall not affect interpretation.

2. Application of Terms

2.1. These Terms apply to all Goods and Services supplied by the Company solely to business customers acting in the course of trade, business or profession.

2.2. These Terms shall apply to the exclusion of all other terms and conditions, including any terms contained within a purchase order, specification, tender document or other document issued by the Customer.

2.3. No variation of these Terms shall be binding unless agreed in writing by a director of the Company.

2.4. The Customer shall have or shall be deemed to have accepted these Terms, giving rise to a Contract, upon the earliest of (1) the Customer indicating in any way that these terms are accepted (2) the Customer agreeing to a quotation from the Company (3) the Customer issuing an Order, which is accepted by the Company (4) the Customer permitting the Company to commence Services(5) the Customer accepting delivery of Goods or (6) the Customer making payment.

3. Entire Agreement

3.1. The Contract constitutes the entire agreement between the parties.

3.2. The Customer acknowledges that it has not relied upon any statement, representation, promise or warranty other than those expressly contained within the Contract.

3.3. No employee, agent or representative of the Company has authority to make any representation or warranty unless confirmed in writing by a director of the Company.

4. Quotations

4.1. Unless otherwise stated, quotations remain valid for thirty (30) days from the date of issue.

4.2. The Company reserves the right to withdraw or amend any quotation at any time prior to acceptance.

4.3. Quotations are based upon information provided by the Customer. The Customer warrants that all information supplied is complete, accurate and not misleading. If information provided by the Customer is incomplete, inaccurate or subsequently changes, the Company reserves the right to revise pricing, lead times, delivery dates, installation dates and scope of Services.

5. Orders

5.1. Orders shall only become binding upon written acceptance by the Company. The Company may accept or reject any Order at its sole discretion.

5.2. No Order may be cancelled, amended or varied without the prior written consent of the Company.

5.3. Any variation requested by the Customer may result in revised pricing, delivery dates, installation dates and lead times.

6. Pricing

6.1. Quotations by the Company are exclusive of VAT unless expressly stated otherwise.

6.2. The Price does not include delivery, installation, lifting equipment, specialist access equipment, parking charges, permits, customs duties, import taxes or other third-party costs unless specifically stated.

6.3. The Customer shall pay all applicable taxes, duties, levies and governmental charges.

6.4. The Company reserves the right to correct any clerical, typographical, calculation or administrative error in any quotation.

6.5. The Company reserves the right to adjust the Price where costs increase due to factors beyond its reasonable control, including: supplier price increases, freight increases, exchange rate fluctuations, customs duties, import costs, or regulatory changes.

7. Payment Terms

7.1. For supplies of Goods only and unless otherwise agreed in writing, payment of the Price must be received in cleared funds prior to dispatch of Goods and the Company may require payment of the Price in full before delivery or installation regardless of any previous payment arrangements. Time for payment of the Price shall be of the essence.

7.2. The Customer shall make payment of the Price in full without deduction, withholding, counterclaim, set-off or abatement.

7.3. Acceptance by the Company of partial payment of the Price shall not constitute waiver of the Company's right to recover any remaining balance.

8. Late Payment

8.1. If payment of the Price is not received when due, the Company may suspend deliveries, installations, warranty support, spare parts supply and any other obligations until all outstanding amounts are paid in full.

8.2. Interest shall accrue on overdue amounts at a rate of eight percent (8%) per annum above the Bank of England base rate.

8.3. Interest shall accrue daily and continue until payment is received in full.

8.4. The exercise of any rights under this clause shall not prejudice any other rights or remedies available to the Company.

9. Retention of Title and Risk

9.1. Ownership of the Goods shall remain vested in the Company until the Company has received payment of the Price in full in cleared funds for the Goods supplied under the relevant Contract and all other monies owed by the Customer to the Company.

9.2. Until ownership passes, the Customer shall: hold the Goods as bailee for the Company; keep the Goods clearly identifiable as the property of the Company; maintain the Goods in satisfactory condition; insure the Goods for their full replacement value; and not remove, obscure or alter any identifying marks or labels.

9.3. Subject to clause 19.3, risk in the Goods shall pass to the Customer upon delivery notwithstanding that title remains with the Company.

9.4. The Customer shall not pledge, charge, sell, assign or otherwise encumber the Goods until ownership has passed.

9.5. If payment becomes overdue, the Company may recover possession of the Goods without prejudice to any other rights. The Customer irrevocably grants the Company, its employees, contractors and agents the right to enter any premises where the Goods are located for the purposes of inspecting, identifying or recovering such Goods.

9.6. Recovery of Goods shall not, of itself, affect the Company's right to recover outstanding amounts due, damages, interest or costs from the Customer.

10. Insolvency

10.1. The Company may immediately suspend performance, terminate the Contract or recover Goods supplied (for which the Price has not been paid) if the Customer enters administration, liquidation, receivership or any similar insolvency process; a petition is presented for winding up; the Customer ceases or threatens to cease trading; the Company reasonably believes the Customer is unable to pay its debts as they fall due; or any event occurs which, in the Company's reasonable opinion, materially affects the Customer's creditworthiness.

10.2. Upon the occurrence of any event described in clause 10.1 all outstanding invoices shall immediately become due and payable.

PART 2 – DELIVERY, INSTALLATION, SITE READINESS AND CUSTOMER RESPONSIBILITIES

11. Delivery and Installation

11.1. The Company shall use reasonable endeavours to deliver and install the Goods within any estimated timescales provided to the Customer. However, all delivery dates, lead times and installation dates are estimates only and time shall not be of the essence in relation to any delivery, installation or performance obligation.

11.2. Delivery and installation dates shall not constitute contractual obligations and may be amended by the Company where reasonably necessary.

11.3. The Company shall not be liable for any loss, damage, expense, delay, inconvenience, loss of profit, loss of revenue, project delay, contractor costs, accommodation costs or other losses arising from any delay in delivery or installation.

11.4. Delay in delivery or installation shall not entitle the Customer to cancel the Contract, reject the Goods, withhold payment, claim compensation, or terminate the Contract.

11.5. Delivery and installation dates are based upon information available at the time of quotation and may change due to operational requirements.

11.6. Upon completion of installation the Company's installation representative may request that the Customer signs an “Installation Completion Certificate”. Refusal to sign shall not invalidate completion where the installation has been completed.

12. Partial Deliveries

12.1. The Company reserves the right to make delivery of Goods in instalments or partial shipments. Each partial delivery shall constitute a separate delivery, the Company may invoice partial deliveries separately and the Customer shall pay for all Goods delivered regardless of whether the full Order has been completed.

12.2. The Customer shall not be entitled to reject any delivery, withhold payment, delay payment, cancel the Contract or claim compensation solely because the Order has been delivered in part.

12.3. The Company shall not be liable for any costs, delays, losses, project delays, contractor costs or consequential losses arising from partial deliveries.

12.4. Where installation Services have been purchased, the Company may elect to install available Goods and return at a later date to complete the installation or postpone installation until all Goods are available. The method adopted shall be at the Company's sole discretion.

13. Customer Site Responsibilities

13.1. The Customer shall ensure that the site is fully prepared, clear, safe, and suitable for delivery and installation prior to the agreed delivery or installation date.

13.2. The Customer shall provide accurate, comprehensive, and timely information regarding access routes, vehicle restrictions, parking arrangements, unloading locations, floor levels, lift access, stair access, doorway dimensions, floor loadings, site restrictions, health and safety requirements, asbestos risks, working hour restrictions, and any other information relevant to delivery or installation.

13.3. The Customer shall ensure: safe and unrestricted access to the installation location; adequate unloading facilities; adequate working space; suitable floor surfaces; all required utilities are operational; all required permissions and permits have been obtained; and a responsible representative is available on site.

13.4. The Company shall be entitled to rely upon all information provided by the Customer and the Company shall not be responsible for verifying site readiness prior to attendance

13.5. The Customer acknowledges that any installation date provided by the Company is conditional upon the site being fully ready and accessible on the agreed installation date.

14. Site Surveys

14.1. The Company may require completion of a “Site Survey Form” before confirming a delivery or installation date. Where a Site Survey Form is required, the Customer warrants that all information provided is accurate and complete and the Company shall not be liable for any delay, additional cost or inability to complete installation resulting from inaccurate or incomplete information included in a Site Survey Form.

14.2. The Company reserves the right to revise pricing where site conditions differ materially from those disclosed by the Customer or detailed in the Site Survey Form.

15. Access and Specialist Equipment

15.1. The Customer shall be responsible for informing the Company of any special access requirements prior to delivery.

15.2. Additional charges may apply where delivery or installation requires cranes, hoists, lifting platforms, specialist vehicles, additional labour, security clearances, out-of-hours working, traffic management measures, or specialist access equipment. Any such costs shall be payable by the Customer.

16. Failed Deliveries and Abortive Installation Visits

16.1. If delivery or installation cannot proceed due to circumstances within the Customer's control, the Company may treat the visit as an abortive visit. Circumstances within the Customer's control include, but are not limited to: site not being ready, inaccurate site information, restricted access, absence of authorised personnel, unfinished building works, unavailable utilities, health and safety concerns, site closure, parking restrictions, inability to access the installation location, failure to obtain permits or permissions, asbestos risks, or Customer-requested postponement.

16.2. In the event of an abortive visit, the Company shall be entitled to charge the full installation fee again, alongside all direct labour, travel, accommodation, vehicle, parking, lifting equipment, subcontractor, and reasonable administration costs incurred.

16.3. Such charges shall be payable in full prior to any rescheduled installation date. The Company additionally reserves the right to charge reasonable storage fees if Goods must be held by the Company due to Customer-side delays exceeding fourteen (14) days.

16.4. The Company shall not be liable for any losses arising from an abortive visit.

16.5. The Company reserves the right to postpone any installation where, in its reasonable opinion, the site is not ready, safe or suitable for installation.

17. Delivery and Installation Hours

17.1. Unless otherwise agreed in writing, deliveries and installations shall be undertaken during normal working hours.

17.2. Additional charges may apply for evening working, weekend working, public holiday working, restricted-access sites, or accelerated installation programmes.

18. Force Majeure

18.1. Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control. Such circumstances include, but are not limited to: acts of God, flood, fire, storm, pandemic, epidemic, industrial disputes, supplier failure, transportation disruption, customs delays, government action, war, terrorism, civil unrest, utility interruption, or cyber-attack.

18.2. Where a Force Majeure Event occurs, the Company may extend delivery and installation periods by such time as is reasonably required. The Company shall not be liable for any costs, losses or damages arising from a Force Majeure Event.

18.3. Where a Force Majeure Event continues for more than thirty (30) days, the Company may terminate the affected Contract without liability.

19. Risk on Delivery

19.1. Risk of loss, theft or damage to the Goods shall pass to the Customer immediately upon delivery to the delivery address. Delivery shall be deemed complete when the Goods are unloaded at the agreed delivery location.

19.2. The Customer shall be responsible for the security and protection of the Goods following delivery regardless of whether installation has been completed.

19.3. Where delivery is delayed at the Customer's request, risk shall pass when the Goods are made available for dispatch.

PART 3 – ACCEPTANCE, PRODUCT SPECIFICATIONS, WARRANTY AND LIMITATION OF LIABILITY

20. Inspection and Acceptance

20.1. The Customer shall inspect all Goods promptly upon delivery and, where applicable, immediately upon completion of installation.

20.2. Subject to clauses 20.5 and 22.1, any claim relating to shortages, incorrect Goods supplied, or transit damage must be notified to the Company in writing within forty-eight (48) hours of delivery and any claim relating to installation defects must be notified to the Company in writing within seven (7) days of completion of installation.

20.3. The Customer shall provide reasonable evidence of any alleged defect, damage or shortage, including photographs where requested.

20.4. Goods shall be deemed accepted upon the earliest of: installation being completed; first use of the Goods; resale of the Goods; incorporation of the Goods into a project; or expiration of the notification periods specified above, where no notification has been made by the Customer. Following acceptance (deemed or otherwise), the Customer shall not be entitled to reject the Goods.

20.5. The Customer shall not be entitled to reject Goods for minor defects, minor cosmetic issues, natural material variations, or matters that do not materially affect the functionality of the Goods.

21. Product Specifications

21.1. Product descriptions, images, drawings, renderings, brochures, catalogues and website content are provided for illustrative purposes only. All dimensions provided by the Company are approximate unless expressly stated otherwise. The Company reserves the right to modify product specifications, dimensions, materials, finishes, hardware, software, packaging or components without notice where such modifications do not materially affect the intended functionality of the Goods.

21.2. The Company shall not be liable for minor variations in appearance, dimensions, colour, finish, grain pattern or specification.

22. Timber and Natural Material Variations

22.1. Many Goods supplied by the Company utilise natural timber and other natural materials. The Customer acknowledges that natural materials may vary in colour, grain pattern, texture, knots, markings, shade, and appearance. Such variations are natural characteristics of the materials used and shall not constitute defects.

22.2. Samples, photographs and display models are representative only and may not exactly match the Goods supplied.

23. Warranty

23.1. Current warranty terms applicable to the Goods are available on the Company's website and within the relevant product documentation. Warranty claims must be made by the Customer within 7 days of discovery of the issue. The Customer shall provide all information reasonably requested by the Company in connection with a warranty claim.

23.2. The Company's sole obligation under any warranty shall be, at its option: repair, replacement, or refund of the affected Goods. The Company shall determine the appropriate remedy at its sole discretion.

24. Warranty Exclusions

24.1. Warranty cover shall not apply to: normal wear and tear, cosmetic deterioration, accidental damage, misuse, abuse, neglect, improper storage, improper installation by third parties, unauthorised modification, unauthorised repair, failure to follow operating instructions, environmental damage, water damage, electrical surges, or acts of third parties.

24.2. The Company shall not be liable for damage occurring after the Customer becomes aware, or ought reasonably to have become aware, of a defect likely to worsen and fails to take reasonable steps to prevent further damage.

24.3. Warranty rights may be suspended or voided where the Customer fails to comply with the Company's notified maintenance requirements.

24.4. Any relocation, dismantling, reassembly, modification or alteration of the Goods by any party other than the Company or its authorised representatives may invalidate any installation-related warranty and the Company shall have no liability for any resulting loss, defect or damage.

25. Replacement Parts and Repairs

25.1. The Company may elect to supply replacement parts for installation by the Customer where the Company reasonably considers such installation can be safely undertaken.

25.2. The Company reserves the right to inspect Goods prior to accepting any warranty claim.

25.3. If inspection reveals that the issue is not covered by warranty, the Company may charge for all associated labour, travel, accommodation, replacement parts, and administration costs. The Customer shall pay such costs within the Company's standard payment terms.

26. Limitation of Liability

26.1. Nothing within these Terms shall exclude or limit liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability which cannot lawfully be excluded. Clauses 26.2 and 26.3 are subject to this clause.

26.2. Subject to clause 26.1, the Company shall not be liable for any direct, indirect, or consequential losses, including but not limited to: loss of profit, revenue, business, contracts, opportunity, anticipated savings, goodwill, reputation, management time, project delays, contractor costs, accommodation costs, financing costs, wasted expenditure, or business interruption. The exclusions contained within this clause shall apply whether such losses are direct, indirect, foreseeable or otherwise.

26.3. Without limitation to clause 26.2, the Company's total aggregate liability arising from or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall be strictly limited to the total value of the specific Contract under which the liability arose or £50,000 (whichever is the lower amount). The limitation contained within this clause shall apply in aggregate and not per claim.

27. Limitation of Remedies

27.1. The remedies expressly set out within these Terms shall be the Customer's sole and exclusive remedies.

27.2. The Customer acknowledges that the pricing of the Goods and Services reflects the limitations and exclusions of liability contained within these Terms. The Customer further acknowledges that such limitations are reasonable in light of the nature, value and intended use of the Goods and Services.

PART 4 – CANCELLATION, INTELLECTUAL PROPERTY, CONFIDENTIALITY, TERMINATION AND GENERAL LEGAL PROVISIONS

28. Cancellation

28.1. No Order may be cancelled by the Customer without the prior written consent of the Company.

28.2. The Company reserves the right to retain any deposit paid by the Customer.

28.3. The Company may invoice the Customer for: Goods already manufactured or procured, work completed, labour incurred, supplier cancellation charges, transport costs, and any other costs reasonably incurred by the Company.

28.4. Bespoke, customised, made-to-order, special-order or non-standard Goods are non-cancellable and non-returnable once production, procurement or preparation has commenced.

28.5. The Company reserves the right to refuse returns of Goods supplied in accordance with the Customer's specifications.

29. Returns

29.1. Acceptance of any return shall be entirely at the Company's discretion.

29.2. Returned Goods must be unused, undamaged, in original packaging where reasonably possible, and capable of immediate resale. The Company reserves the right to charge restocking fees, transport charges, inspection charges, and refurbishment costs.

30. Intellectual Property Rights

30.1. All Intellectual Property Rights in the Goods and Services shall remain the exclusive property of the Company, save to the extent that they comprise pre-existing or independently created Intellectual Property Rights of the Customer.

30.2. No Intellectual Property Rights are transferred to the Customer unless expressly agreed in writing.

30.3. The Customer shall not reproduce, distribute, disclose, reverse engineer, deconstruct, or use any Company Intellectual Property Rights for any purpose other than the performance of the Contract.

30.4. The Customer shall not provide Company drawings, layouts, designs or proposals to any competitor, supplier or third party without the Company's prior written consent.

31. Confidentiality

31.1. Each party shall keep confidential all commercial, technical, financial and operational information received from the other party, including but not limited to: pricing, discounts, commercial terms, technical specifications, drawings, business plans, supplier information, and product development plans. Such Confidential information shall not be used other than for the purposes of the Contract or disclosed to any third party except where required by law or with prior written consent.

32. Customer Materials and Information

32.1. The Customer warrants that all information, specifications, drawings, plans and instructions supplied to the Company are accurate, lawful, and complete.

32.2. The Customer shall indemnify the Company against any claim arising from reliance upon information supplied by the Customer.

32.3. The Company shall not be liable for any error, defect, project delay, cost or loss arising from inaccurate or unverified information supplied by the Customer.

33. Export Compliance and International Sales

33.1. Where Goods are supplied outside the United Kingdom, the Customer shall be responsible for: import duties, customs charges, taxes, local approvals, regulatory compliance, and local legal requirements.

33.2. The Customer shall ensure that the Goods comply with any applicable laws and regulations in the country where they are to be used.

33.3. The Company shall have no liability arising from any failure of the Goods to comply with laws, regulations or standards outside the United Kingdom unless expressly agreed in writing.

34. Data Protection

34.1. Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.

34.2. The Company shall process personal data in accordance with its Privacy Policy as published from time to time.

35. Suspension

35.1. The Company may suspend performance of any Contract immediately if payment is overdue, the Customer materially breaches these Terms, the Company reasonably believes the Customer may be unable to meet its obligations, or the Customer becomes subject to any insolvency event.

35.2. Any delay caused by suspension shall entitle the Company to revise delivery dates, installation dates and pricing where appropriate.

36. Termination

36.1. The Company may terminate the Contract immediately by written notice if the Customer commits a material breach of the Contract (which is not cured within 14 days of notice in writing), payment remains overdue by 14 days or more or the Customer suffers an insolvency event.

36.2. Termination shall not affect any accrued rights or liabilities of either party.

37. Assignment

37.1. The Customer may not assign, transfer, novate or subcontract any rights or obligations under the Contract without the Company's prior written consent.

37.2. The Company may assign, transfer, novate or subcontract any rights or obligations under the Contract without requiring the Customer's consent.

38. No Waiver

38.1. Failure by the Company to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

38.2. Any waiver shall only be effective if made in writing by an authorised officer of the Company.

39. Severability

39.1. If any provision of these Terms is held to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect.

39.2. If any provision is held invalid, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

40. Third Party Rights

40.1. Except as expressly stated, no person who is not a party to the Contract shall have any right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

41. Notices

41.1. Any notice under the Contract shall be in writing and delivered by hand, first-class post, courier, or email.

41.2. Notices shall be deemed received: when delivered by hand; two Business Days after posting; upon confirmed delivery by courier; or at the time of transmission if sent by email during normal business hours.

42. Governing Law and Jurisdiction

42.1. The Contract and these Terms shall be governed by and construed in accordance with the laws of England and Wales.

42.2. The parties irrevocably submit to the exclusive jurisdiction of the courts of England in relation to any dispute arising from these Terms or any Contract.

43. Survival

43.1. Any provision which by its nature is intended to survive termination of the Contract shall continue in full force and effect following termination, including but not limited to: payment obligations, retention of title, confidentiality, intellectual property rights, indemnities, limitation of liability, and governing law and jurisdiction.