GENERAL TERMS & CONDITIONS

Updated July 2025

The following terms and conditions apply to this quotation except insofar as expressly varied on the face of that quotation.

1. Technical Assistance

Visually Connected with Display Manager VCwDM) shall supply:

Drawings and specifications necessary to obtain technical approval from the Client or his / her appointed consultant prior to supply of equipment or services; such drawings and diagrams as deemed necessary by VCwDM to maintain the equipment; appropriate operating instructions and maintenance manuals;

Provided that:

all drawings, specifications diagrams, manuals and other documents shall be supplied in the English language;
drawings and specifications necessary to obtain technical approval shall have been stipulated prior to the quotation;
a charge may be made by VCwDM for copies of drawings, specifications, diagrams, manuals and other documents in excess of those agreed at the time an order is accepted;
the Client shall be responsible for securing entry by our engineer(s) to the site by provision of any work permits or other necessary documentation, at the Client’s expense.

2. Delivery

Visually connected with Display Manager shall confirm a delivery date at the time an order is received, subject to:

obtaining any necessary technical approval from the client or his appointed consultant within the specified timescale;
receipt of any advance payment, or formal notification of the opening of an agreed Letter of Credit, or any other payment that may be required under the terms below;
the terms of the order permitting VCwDM to deliver when ready to do so.

In the event of delays in delivery caused or requested by the Client, VCwDM shall arrange appropriate insurance and storage of the equipment at the Client’s risk and expense.

Confirmed delivery dates represent VCwDM’s best estimates. Unless specifically agreed in writing, it will not accept any penalty for failure to meet these dates.

VCwDM shall insure equipment against loss or damage in transit at the equivalent of 110% of the price of such equipment ex-works where its quoted price to the Client is CIF. In all other cases, V’CwDMs liability for such loss or damage ceases on delivery of the equipment to the Client’s agent or carrier.

All equipment delivered to or installed on the Client’s premises shall become the responsibility of the Client.

3. Confidentiality

VCwDM will not use for its own purposes or disclose to any person (and will use all reasonable efforts to prevent unauthorised use or disclosure of) any trade secrets or confidential information (in any form) relating to the Client, its affiliates, customers, suppliers or business connections acquired either directly or indirectly as a result of the performance of the Services under this Agreement.

4. Warranty

VCwDM represents and warrants that it shall supply and install the equipment in a timely and professional manner using all due skill and care and diligence in a good and workmanlike manner and that all of VCwDM’s personnel, engaged in fulfilling its obligations under this Agreement, will possess sufficient qualifications and professional competency and experience to carry out such services in accordance with the foregoing standards. VCwDM shall indemnify it’s clients against all reasonable claims, demands, direct losses, costs, charges and expenses arising from or in connection with any breach of this agreement or any applicable law relating hereto, negligence or wrongful act caused by any acts or omissions by VCwDM or its employees, agents or sub contractors in the supply and installation of any equipment or services, under this agreement, to the Client; Except to the extent that such loss, damage, liability or expense arises (either wholly or in part) from the Client’s breach of this agreement or its willful misconduct. Provided always that the aggregate total of any such claims under this warranty and any claims under this agreement shall not exceed and shall be limited to the total value of the equipment and services supplied under this agreement (excluding any liability for personal injury).

5. Acceptance

Should the Client so wish, VCwDM shall either permit the Client to inspect the equipment at its factory prior to shipment or, at the Client’s expense, engage an independent inspector for this purpose, or itself certify compliance with any approved specifications.

Provided that any such inspection and/or acceptance tests at VCwDM’s factory are carried out within ten days of VCwDM notifying the Client that the equipment is available.

6. Guarantee

VCwDM guarantees equipment it supplies to the extent that:

any equipment supplied by VCwDM shall carry the benefit of any Guarantee provided by the manufacturer of that equipment and VCwDM’s liability shall be limited to the extent of that Guarantee.

Provided that:

the period of the guarantee on VCwDM’s equipment may commence from the date of commissioning such equipment where this adds no more than one month to the manufacturer’s warranty period;
VCwDM’s liability shall cease in the event of equipment being physically damaged, modified or operated or stored in conditions other than normal working conditions;
where a site visit is required to effect repair or replacement, this may be carried out by either VCwDM or it’s appointed dealer and reasonable travelling, accommodation and subsistence expenses shall be paid by the Client;

Visually Connected with Display Manager accepts no liability for costs incurred by the Client in repairing equipment without its prior written consent.

7. Maintenance

VCwDM encourages its Clients to make adequate provision for on-going maintenance that it supplies and will, if so requested, make arrangements for:

either training Client staff at its premises during final testing of the equipment; or training Client staff on site during commissioning of the equipment;

or where practicable, providing a local maintenance contract of the installed equipment. Provided that the cost of such arrangements is borne by the Client.

8. Prices

Prices are quoted in Pounds Sterling exclusive of Value Added Tax, are ex-Works, and do not include any costs of additional packing or taxes or duties arising outside the United Kingdom.

9. Project Payment Terms

The Client shall pay VCwDM 40% of contract value within 15 days of the commencement date of the contract detailed above. A further 55% of the contract value shall be paid as a staged payment 67% of the project total timescale. The final 5% of the contract value shall be paid within 30 days of completion of the works.

In the event of late payment by the Client, VCwDM reserves the right to levy a surcharge equivalent to 2.5% per month (or part thereof) on the overdue debt and to require payment in advance of carrying out any further work under the terms of the contract.

VCwDM retains title in goods it supplies until full payment has been received.
Maintenance and Support Contract Payment Terms
Payment terms will be 15 days from the date of invoice.

10. Trademarks

Nothing in this Agreement will be deemed to vest in the VCwDM any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by Client or any of its affiliates, nor grant to the VCwDM any right or license to any other intellectual property rights of Client or its affiliates, all of which will at all times remain the exclusive property of Client and its affiliates and will not be used by VCwDM without the express written permission of Client.

11. Insurance

VCwDM will secure and maintain, during the duration of this Agreement, insurance that is sufficient to cover any and all liabilities that the VCwDM may have under this Agreement.

12. Variable Data

Date to which Quotation remains valid: 30 days from date of issue; Charging rates for installation and commissioning, per hour:-

On site, up to eight hours per day between 08:00 and 19:00 excluding weekends – £90.00

On site, all other times – £120.00

Travelling – £60.00

13. Force Majeure

Neither Party shall be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. For the purposes of this clause, “Affected Party” means a Party prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event which can be an act of God, fire, flood, storm, revolution, act of terrorism, riot or civil commotion (but excluding strikes and industrial disputes of the Affected Party or a Sub-contractor and any failures of power or other utilities). If the Force Majeure Event continues for more than 30 days, the Party not affected by the Force Majeure Event may terminate this Agreement by written notice to the Affected Party without penalty, obligation or liability.

14. Governing Law

This Agreement will be governed by the laws of England and Wales and the parties will submit to the jurisdiction of the courts of England and Wales.

15. Site Readiness and Postponement

Installation works involving equipment included in the proposal must, of necessity, take place in a clean environment. For this reason, VCwDM strongly recommends that all other trades have completed their works in the room(s) and left a dust-free environment. (Warranties may be invalidated if equipment is not installed in a suitable environment).

All audiovisual equipment is valuable and delicate. VCwDM will deliver equipment to the site at an appropriate time and request that a secure storage location be provided to both prevent damage to the equipment and potential loss.

At the point of delivery to the site, Client will take appropriate checks to confirm that all Audio Visual equipment is working properly and there are no visible physical damages. After the Client reviews and confirms that there are no physical damages, the responsibility for the safekeeping of said equipment transfers to the Client.

VCwDM will advise against the installation of the equipment if site conditions are not suitable. Future system reliability is a major concern, and if the conditions cause us to question the advisability of continuing the installation, then we will bring this concern to the attention of the customer.

It is important to note that once the installation and training dates are mutually agreed that every effort is made by the customer to adhere to the agreed timescales. Postponement at short notice will result in a surcharge and/or long delays due to other scheduled commitments of Visually Connected with Display Manager Ltd.

Save as to any Force Majeure Event, where the scheduled installation or provision of a service is postponed at the request, or due to the needs, of the customer or its contractors, or where the site is not ready when installation has been scheduled, VCwDM will charge postponement fees according to the following table (based on normal working days).

Delay Notice	Penalty
More than 10 working days notice	No charge
5-10 working days notice	25% of installation/service fee
3-5 working days notice	50% of installation/service fee
Less than 3 working days notice	100% of installation/service fee
Site not ready/visit cancelled on day of installation/commissioning	100% of installation/service fee, plus travel expenses