Terms & Conditions

LIQUIDLINE TERMS AND CONDITIONS v110725-1

PART A – GENERAL TERMS
Preliminary
1. In these conditions the following terms have the meanings set out next to them:
1.1. “Acceptance Date” means the date which is 90 days following issue of the Sales Agreement to the Customer by Liquidline;
1.2. “Commencement Date” means the date of delivery of Equipment to the Delivery Address by Liquidline;
1.3. “Consumables” means products such as coffee, chocolate, tea, powdered milk, alternative milk (which means a plant-based milk with a colour resembling that of milk, including (without limitation) oat milk and soya milk) and cleaning products for use in the Equipment;
1.4. “Customer” means the company or person as identified on the front page of the Sales Agreement;
1.5. “Delivery Address” means the delivery address stated on the front page of the Sales Agreement;
1.6. “Equipment” means the machine(s) supplied to the Customer;
1.7. “Extended Term” means successive periods of 12 months from the end of the Minimum Term until the Sales Agreement is terminated in accordance with condition 30;
1.8. “Free-on-Loan” means the supply of the Equipment without a Rental charge;
1.9. “Lease Agreement” means the lease agreement (if any) to be issued to the Customer under condition 5;
1.10. “Leasing Provider” means the third party entity that enters into the Lease Agreement as owner;
1.11. “Liquidline” means Liquidline Limited (registered in England number 07284069);
1.12. “Maintenance” means the supply of an engineer to effect a repair of an item of Equipment subject to the terms and conditions of this Sales Agreement;
1.13. “Minimum Term” means the period stated on the front page of this Sales Agreement which begins on the Commencement Date;
1.14. “Operated Equipment” means any Equipment where Liquidline provides a replenishment service and fills the Equipment with Consumables and/or Other Products;
1.15. “Other Products” means other products for use with the Equipment e.g. cups, sugar, and which are not Consumables;
1.16. “Rental” means the supply of the Equipment to the Customer by Liquidline at an agreed price in accordance with condition 6;
1.17. “Sales Agreement” means the front page and these conditions.

2. The Customer warrants that the Sales Agreement is entered into by it wholly or predominantly for the purposes of the business carried on or intended to be carried on by the Customer.

3. The Sales Agreement shall only come into force upon actual receipt by Liquidline on or before the Acceptance Date of a copy of the Sales Agreement signed by the Customer, upon which both parties shall be deemed to have accepted these conditions. If a signed copy of the Sales Agreement is received by Liquidline after the Acceptance Date then Liquidline shall, in its absolute discretion, be entitled to confirm its agreement to the Sales Agreement coming into force or to refuse to accept the signed Sales Agreement in which case the Sales Agreement shall not come into force and shall have no further effect.

4. The Sales Agreement constitutes the entire agreement between the parties. No other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing shall apply and the Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Liquidline which is not set out in the Sales Agreement.

Lease of Equipment (from Leasing Provider)
5. Where the contract type is indicated in the Sales Agreement as lease:
5.1. the Customer agrees to lease the Equipment subject to the terms of the Lease Agreement entered into with the Leasing Provider;
5.2. Liquidline shall introduce the Customer to a potential Leasing Provider;
5.3. the Customer acknowledges that it has been advised to read and consider the terms and conditions of the Lease Agreement before entering into it (and the Customer has been given sufficient opportunity to do so);
5.4. the obligations of Liquidline under this Sales Agreement are subject to a lease approval by the appropriate Leasing Provider and the Customer is required, as a term of this Sales Agreement, to enter into the Lease Agreement issued by the Leasing Provider and to abide by its terms. In the event that the Customer does not obtain a lease approval from the applicable Leasing Provider, Liquidline may, at its sole discretion, provide and charge for the Equipment on a Rental basis in accordance with condition 6;
5.5. ownership and title to the Equipment shall remain with the Leasing Provider at all times;
5.6. the risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery and the Equipment shall remain at the sole risk of the Customer until such time as the Equipment is redelivered to Liquidline; and
5.7. Liquidline shall be entitled at its discretion on conclusion of the term of the Lease Agreement to continue the Sales Agreement on a Rental basis on terms to be agreed between Liquidline and the Customer.

Rental of Equipment (from Liquidline)
6. Where the contract type is indicated in the Sales Agreement as Rental:
6.1. the Customer agrees to rent the Equipment and shall pay the Equipment Rental charges in advance at the frequency and in the amount set out in the Sales Agreement during the Minimum Term and any Extended Term;
6.2. the Customer shall keep the Equipment within the Customer’s possession and control and take reasonable care of it;
6.3. Liquidline reserves the right to charge the Customer a set-up fee under each Rental as set out in the Sales Agreement (which shall be payable with the first instalment of charges);
6.4. Liquidline may vary the Rental charges during the Extended Term subject to notifying the Customer in advance;
6.5. ownership and title to the Equipment shall remain with Liquidline at all times;
6.6. the Customer shall ensure that any markings indicating that the Equipment is the property of Liquidline shall be maintained in place at all times;
6.7. the risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery and the Equipment shall remain at the sole risk of the Customer until such time as the Equipment is redelivered to Liquidline;

Purchase of Equipment
7. Where the contract type is indicated in the Sales Agreement as purchase:
7.1. the Customer agrees to purchase the Equipment and ownership and title to the Equipment shall pass to the Customer on payment in full of the relevant charges;
7.2. the charges for purchase shall be payable on the date of installation or on any other date agreed between the parties;
7.3. the risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery; and
7.4. Liquidline may agree to remove the Equipment at the request of the Customer on a date to be agreed between the parties, subject to the Customer paying a fee for disposal of the Equipment at Liquidline’s then current rate.

Free-on-Loan Equipment
8. Where the contract type is indicated in the Sales Agreement as Free on Loan:
8.1. Liquidline agrees to supply the Equipment to the Customer without a Rental charge subject to the Customer agreeing and undertaking to order from Liquidline the minimum amount of Consumables set out in the Sales Agreement. The Customer agrees that if it fails to order the minimum amount during any nominated period it shall, for the subsequent nominated period, pay to Liquidline on demand a sum equal to Liquidline’s then current Rental rate for the Equipment for that nominated period and the terms of condition 6 will apply;
8.2. ownership and title to the Equipment shall remain with Liquidline at all times;
8.3. the Customer shall ensure that any markings indicating that the Equipment is the property of Liquidline shall be maintained in place at all times; and
8.4. the risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery and the Equipment shall remain at the sole risk of the Customer until such time as the Equipment is redelivered to Liquidline.

Charges and Payment
9. The Customer agrees to pay the charges specified on the front page of the Sales Agreement. Charges specified for Equipment and Maintenance are per item.

10. Liquidline reserves the right to revise the charges quoted in advance of the Acceptance Date after 60 days or in the event of a materially adverse credit report being obtained in respect of the Customer, but the Customer shall not be obliged to proceed with the Sales Agreement if it does not accept the revised charges.

11. Except where otherwise set out in this Sales Agreement, invoicing for all Consumables and Other Products shall be monthly. The charges for Consumables and Other Products shall be as notified by Liquidline to the Customer from time to time.

12. Liquidline shall raise invoices for the charges in accordance with the payment period set out in the Sales Agreement, but should no payment period be specified, each invoice will be payable by the Customer within 30 days of the date of each invoice. If an invoice is not paid by the due date the Customer shall pay interest on the outstanding amount at the rate of 5% a year above the base rate of the Bank of England, accruing daily.

13. Where payment is by direct debit, a direct debit mandate must be completed in the name of the Customer (as such name is stipulated on the front sheet of the Sales Agreement). The Customer shall pay an admin fee of £20.00 + VAT for any unpaid direct debit.

14. Any disputes must be made in writing within 7 working days of receiving the relevant invoice.

15. The parties acknowledge and agree that charges for Maintenance may be subject to a cost of living increase (“COLA Increase”) at any time after the expiry of a period of 12 months from the Commencement Date, which may be up to the higher of:
15.1. the increase in the Retail Price Index published by the Office for National Statistics (or any official index replacing it); or
15.2. 3%; or
15.3. any increase in the costs charged to Liquidline by its supplier(s) for the relevant item.
Liquidline may notify the Customer of a COLA Increase in the form of an invoice or other notification sent via email or post.

Customer’s obligations
16. The Customer shall:
16.1. ensure that the Equipment is not moved away from the Delivery Address without written consent from Liquidline (except where the Customer has purchased the Equipment);
16.2. allow Liquidline access to the Equipment at all reasonable times;
16.3. insure the Equipment to its full replacement value against all risks (except where the Customer has purchased the Equipment);
16.4. pay full replacement value for any Equipment damaged, destroyed, lost or stolen (except where the Customer has purchased the Equipment);
16.5. ensure that the Delivery Address is ready for installation, including (but not limited to) ensuring there is an adequate supply of wholesome drinking water and a safe correctly-rated supply of electricity for the operation of the Equipment and that any works necessary prior to installation of the Equipment have been completed;
16.6. ensure that a representative of the Customer is available at the Delivery Address on the date agreed for installation;
16.7. purchase all Consumables for use in or with the Equipment from Liquidline and ensure that the Equipment is only used for dispensing Consumables supplied by Liquidline;
16.8. ensure that the water supply is fitted with an operational scale reducing filter from Liquidline which is changed in accordance with the stipulated schedule (which is based on a set period of time passing, or a set amount of usage being reached, whichever occurs sooner), or (in the case of manual fill machines) use only filtered water;
16.9. clean the Equipment in accordance with instructions given by Liquidline;
16.10. if applicable, arrange and pay for routine statutory inspection and certification of the Equipment (for example, under the pressure system regulations if it incorporates a steam boiler);
16.11. arrange and pay for routine PAT testing of the Equipment annually or as required to ensure electrical safety;
16.12. pay to Liquidline an abort fee at the prevailing rate if the Delivery Address is not ready for installation, access is not provided on the agreed date or any other issue caused by the Customer’s failure to comply with its obligations results in Liquidline being unable to install the Equipment; and
16.13. pay to Liquidline a reasonable fee if the Equipment is returned to Liquidline at the end of the lease or Rental term (as the case may be) in a worse condition than would reasonably be expected (allowing for reasonable wear and tear).

17. If a Customer requires any Equipment to be connected to the Customer’s IT network it shall be the Customer’s responsibility to arrange such connection. Any such connection shall be entirely at the Customer’s own risk and Liquidline shall have no liability in relation to any such connection or any loss or damage caused by it. Any networking equipment supplied by Liquidline must be configured to industry security standards by the Customer and Liquidline shall have no liability for any loss or damage caused by or related to the connection of such equipment.

Equipment Maintenance
18. Liquidline shall provide Maintenance as specified in the Sales Agreement during the Minimum Term and any Extended Term, within a reasonable time during normal business hours after notification from the Customer of any defect or malfunction, subject to the Customer’s compliance with its obligations under the Sales Agreement including, without limitation, condition 16.

19. Equipment supplied by Liquidline with Premium Maintenance includes call-out and labour, plus parts for up to five years (provided that such parts will be chargeable after this five year period at Liquidline’s then current rates). This obligation is strictly subject to there being no other arrangement in place and the Customer’s compliance with its obligations under the Sales Agreement including, without limitation, condition 16. The Customer acknowledges and agrees that Liquidline will not be responsible to the Customer or any third party for any losses or liabilities arising from a delay or failure to obtain parts where such delay or failure is due to an event that is beyond Liquidline’s reasonable control in accordance with condition 45.

20. Liquidline shall be entitled to charge for site visits and/or Maintenance at its then current rates (details of which are available on request) in the event that an unscheduled visit or replacement of parts or a repair is required as a result of any of the following:
20.1. failure by the Customer to perform regular cleaning of the Equipment;
20.2. if the apparent fault is due to the water supply or power supply to the Equipment being turned off and the Equipment is not otherwise faulty;
20.3. misuse by the Customer or its users of the Equipment;
20.4. no fault actually exists or it cannot be reproduced;
20.5. breakages to Equipment including accidental, negligent and wilful damage;
20.6. interference with the programme or any software settings in the Equipment or on its controls;
20.7. electrical power surges, fire, flood or other catastrophic event.

21. Liquidline also reserves the right to charge for all site visits and/or Maintenance work at its then current rates (details of which are available on request) in the following circumstances:
21.1. if the Customer uses consumable items in the Equipment other than those supplied by Liquidline or if its orders of Consumables fall below the level that was reasonably expected at the Commencement Date (in either case where the price for Maintenance has been discounted from the Liquidline list price on the condition that the Customer uses only Consumables purchased from Liquidline);
21.2. if the Customer fails to comply with its obligations in condition 16.7 or 16.8;
21.3. where the Customer is renting, has leased or purchased the Equipment more than one year previously and no separate Maintenance contract is in place;
21.4. where work is required outside normal working hours or during a public holiday or a weekend.

22. Liquidline may provide Maintenance for Equipment not supplied by Liquidline subject to the Customer paying call-out and labour charges, and charges for all parts, subject to there being no other arrangement in place and subject further to the Customer complying with its obligations under the Sales Agreement including, without limitation, condition 16.

23. Liquidline may at any time remove the Equipment and substitute with other Equipment which performs substantially the same function (except where the Customer has purchased the Equipment) after which the expression “the Equipment” in this Sales Agreement shall refer to such substituted Equipment.

Consumables & Other Products
24. Ownership and title to the Consumables and Other Products shall remain with Liquidline until invoices are paid in full. Unused stock is presumed covered by the last invoice.
25. Where Consumables are unavailable Liquidline may substitute alternative items of similar value which are capable of performing the same function.

Operated Equipment
26. Where specified on the front page of the Sales Agreement, Liquidline shall provide services in relation to Operated Equipment

27. Where there is an agreed minimum number of weekly sales via the Operated Equipment and the Customer fails to achieve this minimum number, Liquidline will invoice the Customer for the charges corresponding to the minimum number.

28. If the Customer retains or receives credit for cash takings from Operated Equipment, the Customer must account and pay for the relevant VAT relating to such cash sums.

29. Upon the termination of this Sales Agreement (howsoever caused (including, without limitation, by mutual early settlement)), without prejudice to any other rights and remedies available under this Sales Agreement, the Customer must pay to Liquidline:
29.1. (in relation to Operated Equipment only) any operating charges (including, without limitation, Equipment servicing costs which would have been payable up to the end of the contract term (had the Sales Agreement not been terminated);
29.2. (in relation to Operated Equipment only) the charges for the Consumables and Other Products which would have been payable up to the end of the contract term (had the Sales Agreement not been terminated). Such charges are calculated on a weekly basis for each item of Equipment from the effective date of termination to the end of the contract term (had the Sales Agreement not been terminated) based on the average weekly number of drinks vended by the Equipment in the preceding 12 month period.

Duration and termination
30. This Sales Agreement shall come into force in accordance with condition 3. The Minimum Term shall start on the Commencement Date and the Sales Agreement shall continue for the Minimum Term and thereafter for the Extended Term. Should the Customer wish to terminate the Sales Agreement it must give Liquidline not less than 30 days’ written notice to expire on the final day of the Minimum Term or an anniversary of such date. The Customer does not have any additional rights to cancel the Sales Agreement.

31. Liquidline may terminate this Sales Agreement immediately by written notice to the Customer in any of the following circumstances:
31.1. if any sum due to Liquidline remains unpaid for 30 days after falling due;
31.2. if the Customer is in breach of any other obligation under this Sales Agreement;
31.3. if the Customer fails to make payment in full for any Equipment, fails to accept delivery of the Equipment or fails to enter into the Lease Agreement where obliged to under condition 5;
31.4. if the relevant Leasing Provider refuses to issue a Lease Agreement in respect of the Customer;
31.5. if the Customer ceases to trade or appears to have abandoned the Equipment;
31.6. if the Customer or (if the Customer is more than one person) either or any of them makes any voluntary arrangement with creditors or becomes subject to an administration order or (being an individual) becomes bankrupt or insolvent or (being a company) goes into liquidation or a receiver is appointed of its property or if any distress or execution is levied on the Customer’s goods;
31.7. if Liquidline reasonably apprehends that any of the events mentioned in 31.5 or 31.6 is about to occur or may have occurred already;
31.8. if the performance of its obligations is rendered impossible by an act of a third party.

32. In the event that this Sales Agreement is terminated under condition 31.3 prior to delivery of the Equipment, the Customer agrees to pay on demand to Liquidline a sum equal to 10% of the value of the Equipment to compensate Liquidline for its costs incurred in acquiring the Equipment and retaining it in stock and the parties acknowledge and agree that such amount represents a genuine pre-estimate of the loss which would be suffered by Liquidline as a result of such breach.

33. Upon termination of this Sales Agreement for any reason, Liquidline’s consent to the Customer’s possession of any Equipment in respect of which the contract type indicated in the Sales Agreement is Rental or Free on Loan shall terminate and Liquidline may, by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Equipment (and any Consumables or Other Products which have not been paid for) and for this purpose may enter the Delivery Address or any premises at which the Equipment is located. Following termination and in advance of Liquidline retaking possession of the Equipment, the Customer must retain possession of the Equipment and take reasonable care of it.

34. Upon the termination of this Sales Agreement (howsoever caused (including, without limitation, by mutual early settlement)), without prejudice to any other rights and remedies available under this Sales Agreement, the Customer must pay to Liquidline:
34.1. all outstanding charges due under the Sales Agreement up to the effective date of termination, including, without limitation:
34.1.1. any outstanding invoices;
34.1.2. any remaining charges relating to Rentals and Maintenance up to the end of the agreed Rental or Maintenance period (regardless of whether the effective date of termination falls on an earlier date), which will be invoiced by Liquidline following the notice of termination being provided;
34.2. any fees associated with collecting and recovering any Equipment (unless such Equipment was purchased by the Customer and has been paid for in full), including, without limitation, any de-installation requirements.

Liability
35. Except in respect of death or personal injury caused by its negligence, Liquidline shall not be liable for any damage or loss caused by the Equipment, or by the performance of Liquidline’s obligations or the exercise of its rights under this Sales Agreement and the only remedy for any breach of condition or warranty, express or implied, statutory or otherwise, including liability for negligence, shall be the repair or replacement of the Equipment or other goods supplied and shall not include any liability for incidental or consequential loss or damage.

General
36. The Customer shall indemnify and hold harmless Liquidline for and against any loss, liability, damage or claim (including legal and other professional costs on an indemnity basis) which it may suffer or be put to as a result of a breach by the Customer of its obligations under the Sales Agreement.

37. This Sales Agreement is assignable by Liquidline but not by the Customer.

38. Notices are to be given by recorded delivery post to the address of the other party as shown on the front page or to any alternate address notified by the relevant party.

39. If any condition or part of a condition shall be held by any competent court or tribunal to be void or unenforceable the remainder of the Sales Agreement (and if applicable the remainder of the condition in question) shall continue in full force and effect.

40. For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Sales Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

41. Liquidline, Café Bonté and Café Subito along with their respective logos are all trademarks of Liquidline and may not be copied or reproduced without prior consent.

42. Pursuant to its legitimate interests, Liquidline may provide the Customer with email updates about the services that it provides from time to time. All marketing communications will be in accordance with the applicable data protection laws and FCA rules and a data subject has a right to object to this processing any time. Please see Liquidline’s Privacy Policy for further information at https://www.liquidline.co.uk/privacy-policy/

43. In the event of Liquidline updating or amending these terms and conditions the most recent version shall apply.

44. In the event of any conflict with any other document or agreement between the parties, these terms and conditions will prevail.

45. Neither party shall be liable for any default due to any act of God, war, strike, lockout, export and/or import restriction, quota or prohibition, industrial action, trade disputes or restrictions, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

46. No failure or delay by any party to exercise any right, power or remedy shall operate as a waiver of it, nor shall any partial exercise preclude further exercise of the same or some other right, power or remedy.

47. In the event of any dispute between Liquidline and the Customer either party may request arbitration by a solicitor to be nominated by the parties.

48. The Sales Agreement is subject to English Law and the exclusive jurisdiction of the English Courts.