1. In these conditions “Liquidline” means Liquidline Limited (registered number 07284069). “”Equipment”” means the machine(s) supplied to you (“”the Customer””) by Liquidline. “”Month”” means calendar month. “”Consumables”” are products supplied by Liquidline other than the Equipment. “”Minimum Term”” is as stated in the Sales Agreement and begins on the Commencement Date. “”Commencement Date”” means the date of delivery of Equipment to the Delivery Address by Liquidline. “Special Order Equipment” means Equipment which is indicated in the Sales Agreement as being special order from the manufacturer. “Sales Agreement” means the sales or rental agreement overleaf. “Lease Agreement” means the lease agreement (if any) to be issued to the Customer under condition 6. “Delivery Address” means the delivery address stated in the Sales Agreement.
2. The Customer warrants that this 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. These conditions apply to the Sales Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Sales Agreement shall only come into force upon signature and acceptance of these conditions by both parties.
4. The Sales Agreement and these conditions constitute the entire agreement between the parties. 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 or these conditions.
5. Liquidline shall provide servicing, maintenance and repair of the Equipment free of charge during the Minimum Term and any Extended Term exceptions to this are premium bean to cup fresh milk machines where a maintenance contract will be charged on an annual basis. This obligation is strictly subject to the terms of conditions 16 to 19 and the Customer’s compliance with its obligations under the contract including, without limitation, conditions 6 to 12 and 13.
6. Where the contract type is indicated in the Sales Agreement as Lease, the obligations of Liquidline under this agreement are subject to a lease approval by the appropriate leasing provider and the Customer is required as a term of this agreement to enter into the Lease Agreement issued by the leasing provider.
7. Where the contract type is indicated in the Sales Agreement as Lease, Liquidline shall be entitled on conclusion of the lease to continue the contract on a Rental basis at the same rate as the lease.
8. Where the contract type is indicated in the Sales Agreement as Free on Loan, the Customer agrees and undertakes to order from Liquidline the minimum quarterly amounts of Consumables set out in the Sales Agreement and agrees that if it fails to order such minimum amounts during any quarter it shall, for the subsequent quarter, pay to Liquidline on demand a sum equal to Liquidline’s then current rental for the Equipment for that quarter.
9. Liquidline reserves the right to revise the rates quoted 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 Contract if it does not accept the revised rental rates.
10. Where the contract type is indicated in the Sales Agreement as Rental: (i) the Equipment rentals will be payable in advance in the frequency and amount set out in the Sales Agreement during the Minimum Term and any Extended Term; (ii) Liquidline may vary the rental charges during the Extended Term subject to notifying the Customer; (iii) without limiting the generality of clause 24, ownership and title to the Equipment shall remain with Liquidline at all times; (iv) 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 (v) 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.
11. Except where otherwise set out in this agreement, invoicing for all Consumables shall be monthly.
12. Each invoice shall be due for payment net monthly of the invoice date and if it is not so paid 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. Unpaid direct debits will incur an admin fee of £20.00 + VAT.
14. Any disputes must be made in writing within 3 working days of receiving the invoice.
Customer’s other obligations
15. The Customer shall:
15.1 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)
15.2 Allow Liquidline access to the Equipment at all reasonable times.
15.3 Insure the Equipment to its full replacement value against all risks (except where the customer has purchased the equipment)
15.4 Pay full replacement value for any Equipment damaged, destroyed, lost or stolen.
15.5 Ensure there is an adequate supply of wholesome drinking water and a safe correctly rated supply of electricity for the operation of the Equipment.
15.6 Purchase all Consumables and cleaning products for use in or with the Equipment from Liquidline and ensure the Equipment is only used for dispensing drinks supplied by Liquidline
15.7 Ensure that the water supply is fitted with an operational scale reducing filter from Liquidline which is changed according to the contract schedule or (in the case of manual fill machines) use only filtered water
15.8 Pay for broken Jugs
15.9 Clean the equipment in accordance with instructions given by Liquidline
15.10 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).
15.11 Arrange and pay for routine PAT testing of the equipment annually or as required to ensure electrical safety.
Liquidline’s rights and obligations
16. Liquidline may at any time or times remove the Equipment and substitute other Equipment after which the expression “”the Equipment”” in this Contract shall refer to such substituted Equipment.
17. Ownership and title to the Consumables remains with Liquidline, until invoices are paid in full and unused stock is presumed covered by the last invoice.
18. Liquidline shall be entitled to charge the Customer where additional costs are incurred for parking, London congestion charge and other like disbursements when attending the Customer’s premises.
19. Subject to compliance by the Customer with condition 15.6, Liquidline shall service or repair the Equipment within a reasonable time during normal business hours after notification from the Customer of any defect or malfunction.
20. Liquidline shall be entitled to charge for site visits and/or maintenance and repair work at its then current service 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 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 and repair work in the following circumstances:-
21.1 if the Customer uses consumable items or cleaning products in the Equipment other than those supplied by Liquidline (unless a separate maintenance contract is in place on this basis)
21.2 if the Customer uses the Equipment other than as set out in condition 15.6 or 15.7
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
21.5 where work is required outside normal working hours or during a public holiday or a weekend
21.6 Such maintenance and repair charges shall be applied at the rates applicable at the relevant time and details of such rates are available on request.
22. Replacement parts for machines purchased by the customer and outside the manufacturer’s warranty period will be chargeable in all cases.
Duration and termination
23. This agreement shall come into force on the date that the Sales Agreement is signed by the last party to sign and shall continue for the Minimum Term and thereafter, for successive periods of 12 months until terminated in accordance with this clause (“Extended Term”) provided that the Customer’s obligation to purchase Consumables shall begin only on the Commencement Date. Should the Customer wish to terminate the agreement they must give Liquidline not less than 30 days’ written notice to expire on the final day of the Minimum Term or an anniversary thereof.
24. Liquidline may terminate this Contract immediately by written notice to the Customer in any of the following cases:
24.1 lf any sum due to Liquidline remains unpaid for 30 days after falling due.
24.2 If the Customer is in breach of any other obligation under this Contract.
24.3 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 Leasing Agreement.
24.4 If the relevant leasing provider refuses to issue a Leasing Agreement in respect of the Customer.
24.5 If the Customer ceases to trade or appears to have abandoned the Equipment.
24.6 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.
24.7 Liquidline reasonably apprehends that any of the events mentioned in 22.5 or 22.6 is about to occur or may have occurred already.
24.8 If the performance of its obligations is rendered impossible by an act of a third party.
25. Unless and until the Equipment has been sold to the Customer and paid for in full it remains the property of Liquidline or the leasing company (as the case may be). If the Agreement is terminated for any reason Liquidline is entitled to enter the Customer’s premises to remove any Equipment which remains its property and any unpaid for Consumables.
26. In the event of early termination for any reason prior to the end of the Minimum Term or the Extended Term (as the case may be), Liquidline may charge for loss of future Consumables sales for the outstanding portion of the Minimum Term or the Extended Term (as the case may be) based on the average contract usage at the date of termination.
27. In the event that this agreement is terminated under clause 24.3 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 incurring 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.
28. Upon termination of this 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 for this purpose may enter the Delivery Address or any premises at which the Equipment is located.
29. Except in respect of death or personal injury caused by their negligence, Liquidline shall not be liable for any damage or loss caused by the Equipment, or the performance of Liquidline’s obligations or the exercise of their rights under this Contract and the only remedy for any breach of condition or warranty express or implied statutory or otherwise including liability for negligence shall be limited to the repair or replacement of the Equipment or other goods supplied and shall not include any liability for incidental or consequential loss or damage.
30. The Customer enters into this Agreement of its own accord and does not rely on any advice or representations given by Liquidline’s staff or operatives as to the suitability or fitness of the Equipment for the purpose specified.
31. 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 their obligations under the Sales Agreement or these terms.
32. This Contract is assignable by Liquidline but not by the Customer.
33. Notices are to be given by recorded delivery post to the address of the other party as shown overleaf unless that party has noticed a change of address in writing in which case it shall be sent to the new address.
34. 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 Contract (and if applicable the remainder of the condition in question) shall continue in full force and effect.
35. If this Contract constitutes a consumer transaction (as defined by the Sale of Goods Act 1979) the Customer’s statutory rights are unaffected by these Conditions.
36. Liquidline, Cafe BONte and Cafe Subito along with their respective logos are all Trademarks of Liquidline and may not be copied or reproduced without prior consent.
37. In line with GDPR Liquidline hold the right to email the Customer updates about the services provided
38. In the event of Liquidline updating or amending these terms and conditions the most recent version shall apply.
39. In the event of any conflict with any other document or agreement between the Parties, these terms will prevail.
40. Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
41. 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.
42. In the event of any dispute between Liquidline and the customer either party may request arbitration by a solicitor to be nominated by Liquidline
43. These terms are subject to English Law and the exclusive jurisdiction of the English Courts.