Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by ACE Lifts, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
- Your AceLifts.com Account and Site. If you create a blog/site on the Website, you are responsible for maintaining the security of your account and blog, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the blog. You must not describe or assign keywords to your blog in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and ACE Lifts may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause ACE Lifts liability. You must immediately notify ACE Lifts of any unauthorized uses of your blog, your account or any other breaches of security. ACE Lifts will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
- Responsibility of Contributors. If you operate a blog, comment on a blog, post material to
the Website, post links on the Website, or otherwise make (or allow any third party to make) material
available by means of the Website (any such material, "Content"), You are entirely responsible for
the content of, and any harm resulting from, that Content. That is the case regardless of whether the
Content in question constitutes text, graphics, an audio file, or computer software. By making Content
available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
- your blog is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
- your blog is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your blog's URL or name is not the name of a person other than yourself or company other than your own; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by ACE Lifts or otherwise.
By submitting Content to ACE Lifts for inclusion on your Website, you grant ACE Lifts a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, ACE Lifts will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, ACE Lifts has the right (though not the obligation) to, in ACE Lifts' sole discretion (i) refuse or remove any content that, in ACE Lifts' reasonable opinion, violates any ACE Lifts policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in ACE Lifts' sole discretion. ACE Lifts will have no obligation to provide a refund of any amounts previously paid.
- Payment and Renewal.
- General Terms.
By selecting a product or service, you agree to pay ACE Lifts the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are not refundable.
- Automatic Renewal.
Unless you notify ACE Lifts before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time by submitting your request to ACE Lifts in writing.
- General Terms.
- Fees; Payment. By signing up for a Services account you agree to pay ACE Lifts the applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services. ACE Lifts reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be canceled by you at anytime on thirty (30) days written notice to ACE Lifts.
- Support. If your service includes access to priority email support. "Email support" means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by ACE Lifts to respond within one business day) concerning the use of the VIP Services. "Priority" means that support takes priority over support for users of the standard or free AceLifts.com services. All support will be provided in accordance with ACE Lifts standard services practices, procedures and policies.
- Responsibility of Website Visitors. ACE Lifts has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, ACE Lifts does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. ACE Lifts disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
- Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which AceLifts.com links, and that link to AceLifts.com. ACE Lifts does not have any control over those non-ACE Lifts websites and webpages, and is not responsible for their contents or their use. By linking to a non-ACE Lifts website or webpage, ACE Lifts does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. ACE Lifts disclaims any responsibility for any harm resulting from your use of non-ACE Lifts websites and webpages.
- Copyright Infringement and DMCA Policy. As ACE Lifts asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by AceLifts.com violates your copyright, you are encouraged to notify ACE Lifts in accordance with ACE Lifts' Digital Millennium Copyright Act ("DMCA") Policy. ACE Lifts will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. ACE Lifts will terminate a visitor's access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of ACE Lifts or others. In the case of such termination, ACE Lifts will have no obligation to provide a refund of any amounts previously paid to ACE Lifts.
- Intellectual Property. This Agreement does not transfer from ACE Lifts to you any ACE Lifts or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with ACE Lifts. ACE Lifts, AceLifts.com, the AceLifts.com logo, and all other trademarks, service marks, graphics and logos used in connection with AceLifts.com, or the Website are trademarks or registered trademarks of ACE Lifts or ACE Lifts' licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any ACE Lifts or third-party trademarks.
- Advertisements. ACE Lifts reserves the right to display advertisements on your blog unless you have purchased an ad-free account.
- Attribution. ACE Lifts reserves the right to display attribution links such as 'Blog at AceLifts.com,' theme author, and font attribution in your blog footer or toolbar.
- Partner Products. By activating a partner product (e.g. theme) from one of our partners, you agree to that partner's terms of service. You can opt out of their terms of service at any time by de-activating the partner product.
- Domain Names. If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN"), including their Registration Rights and Responsibilities.
- Changes. ACE Lifts reserves the right, at its sole discretion, to modify
or replace any
part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your
continued use of or access to the Website following the posting of any changes to this Agreement constitutes
acceptance of those changes. ACE Lifts may also, in the future, offer new services and/or
through the Website (including, the release of new tools and resources). Such new features and/or services
shall be subject to the terms and conditions of this Agreement.
- Termination. ACE Lifts may terminate your access to all or any part of
the Website at
any time, with or without cause, with or without notice, effective immediately. If you wish to terminate
this Agreement or your AceLifts.com account (if you have one), you may simply
Website. Notwithstanding the foregoing, if you have a paid services account, such account can only be
terminated by ACE Lifts if you materially breach this Agreement and fail to cure such
thirty (30) days from ACE Lifts' notice to you thereof;
provided that, ACE Lifts can terminate the Website immediately as part of a general shut
down of our
service. All provisions of this Agreement which by their nature should survive termination shall survive
termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and
limitations of liability.
- Disclaimer of Warranties. The Website is provided "as is". ACE Lifts and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither ACE Lifts nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
- Limitation of Liability. In no event will ACE Lifts, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to ACE Lifts under this agreement during the twelve (12) month period prior to the cause of action. ACE Lifts shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- Indemnification. You agree to indemnify and hold harmless ACE Lifts, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
- Miscellaneous. This Agreement constitutes the entire agreement between ACE Lifts and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of ACE Lifts, or by the posting by ACE Lifts of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the Cheshire, UK, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Chester, Cheshire. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Chester, Cheshire, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; ACE Lifts may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
ACE Lifts Ltd ("ACE Lifts") operates AceLifts.com and may operate other websites. It is ACE Lifts' policy to respect your privacy regarding any information we may collect while operating our websites.
Like most website operators, ACE Lifts collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. ACE Lifts' purpose in collecting non-personally identifying information is to better understand how ACE Lifts' visitors use its website. From time to time, ACE Lifts may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.
ACE Lifts also collects potentially personally-identifying information like Internet Protocol (IP) addresses for logged in users and for users leaving comments on AceLifts.com blogs/sites. ACE Lifts only discloses logged in user and commenter IP addresses under the same circumstances that it uses and discloses personally-identifying information as described below, except that commenter IP addresses and email addresses are visible and disclosed to the administrators of the blog/site where the comment was left.
Gathering of Personally-Identifying Information
Certain visitors to ACE Lifts' websites choose to interact with ACE Lifts in ways that require ACE Lifts to gather personally-identifying information. The amount and type of information that ACE Lifts gathers depends on the nature of the interaction. For example, we ask visitors who sign up at AceLifts.com to provide a username and email address. Those who engage in transactions with ACE Lifts are asked to provide additional information, including as necessary the personal and financial information required to process those transactions. In each case, ACE Lifts collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor's interaction with ACE Lifts. ACE Lifts does not disclose personally-identifying information other than as described below. And visitors can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain website-related activities.
ACE Lifts may collect statistics about the behavior of visitors to its websites. ACE Lifts may display this information publicly or provide it to others. However, ACE Lifts does not disclose personally-identifying information other than as described below.
Protection of Certain Personally-Identifying Information
ACE Lifts discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on ACE Lifts' behalf or to provide services available at ACE Lifts' websites, and (ii) that have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using ACE Lifts' websites, you consent to the transfer of such information to them. ACE Lifts will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, ACE Lifts discloses potentially personally-identifying and personally-identifying information only in response to a subpoena, court order or other governmental request, or when ACE Lifts believes in good faith that disclosure is reasonably necessary to protect the property or rights of ACE Lifts, third parties or the public at large. If you are a registered user of an ACE Lifts website and have supplied your email address, ACE Lifts may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what's going on with ACE Lifts and our products. If you send us a request (for example via email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. ACE Lifts takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.
If ACE Lifts, or substantially all of its assets, were acquired, or in the unlikely event that ACE Lifts goes out of business or enters bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of ACE Lifts may continue to use your personal information as set forth in this policy.
Conditions of Sale
1.1 These Terms and Conditions apply to all sales of product and/or the provision of services by ACE LIFTS LTD Communications Ltd (“ACE LIFTS LTD”) and shall prevail over any inconsistent terms or conditions referred to in any order placed by any proposed purchaser of ACE LIFTS LTD’s products or services (“Purchaser”) or in correspondence or elsewhere unless such terms are specifically agreed to in writing by ACE LIFTS LTD and any conditions or stipulations to the contrary of these terms are hereby excluded or extinguished.
1.2 No terms or conditions endorsed on, delivered with or contained in the Purchaser’s purchase order, confirmation of order, specification or other document shall form part of any contract incorporating these conditions between the Purchaser and ACE LIFTS LTD for the sale of product by ACE Lifts Ltd and/or the provision of services by ACE LIFTS LTD (“Contract”).
1.3 The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of ACE LIFTS LTD which is not set out in the Contract between ACE LIFTS LTD and the Purchaser. Nothing in this condition shall exclude or limit ACE LIFTS LTD’s liability for fraud or fraudulent misrepresentation.
2.1 A quotation by ACE LIFTS LTD does not constitute an offer and ACE LIFTS LTD reserves the right to withdraw or amend the same at any time prior to the acceptance of the Purchaser’s order.
2.2 The quantity and description of the products and/or services to be supplied by ACE LIFTS LTD shall be as set out in the quotation or acknowledgement of order issued by ACE LIFTS LTD to the Purchaser.
2.3 Each order or acceptance of product and/or services from ACE LIFTS LTD by the Purchaser shall be deemed to be an offer by the Purchaser to buy such products and/or services from ACE LIFTS LTD subject to these terms and conditions and no order placed by a Purchaser shall be deemed to have been accepted by ACE LIFTS LTD until a written acknowledgement of order or invoice is issued by ACE LIFTS LTD to the Purchaser or (if earlier), ACE LIFTS LTD delivers the products and/or services to the Purchaser.
- Prices and Payment
3.1 All quoted prices for product and/or the provision of services are exclusive of delivery charges, insurance, taxes, duty or VAT payable or assessed on any sale to the Purchaser unless otherwise stated in our quotation. Prices stated on quotations shall be valid for a period of 30 days from the date of the quotation unless otherwise specifically agreed. At the expiry of the said period of 30 days, prices may be subject to revision in order to take all or any of the following factors into account: (a) any change in exchange rate, (b) any increase due to any reason in the cost of the product and/or service provided and/or delivery, (c) any increase in the cost of materials, components and/or equipment to be supplied to ACE LIFTS LTD before onward transmission of the equipment to the Purchaser, (d) any increase of any nature in the cost to ACE LIFTS LTD as a result of its importing the equipment or any part of them or any component parts or parts into the UK. ACE LIFTS LTD will notify the Purchaser in writing of any such revision to its quotation.
3.2 Subject to condition 3.4, payment of the price for the products and/or services supplied to the Purchaser by ACE LIFTS LTD is due in the currency specified in our invoice on the payment date specified in our invoice. In the absence of any payment date being specified, such price is payable on the date of issue of our invoice.
3.3 Time for payment by the Purchaser of any sum due under the Contract shall be of the essence and no payment shall be deemed to have been received by ACE LIFTS LTD until ACE LIFTS LTD has received such payment in cleared funds.
3.4 All payments payable to ACE LIFTS LTD under the Contract shall become due immediately on its termination despite any other provision.
3.5 The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by ACE LIFTS LTD to the Purchaser.
3.6 If the Purchaser fails to pay ACE LIFTS LTD any sum due pursuant to the Contract, the Purchaser shall be liable to pay interest to ACE LIFTS LTD on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of The Royal Bank of Scotland PLC, accruing on a daily basis until payment is made, whether before or after any judgment.
- Delivery and Risk
4.1 Subject to any valid bill and hold instruction agreed by ACE LIFTS LTD and the Purchaser, ACE LIFTS LTD shall deliver or arrange delivery of its products and / or services in accordance with the purchase order issued by the Purchaser to the specified delivery address of the Purchaser. Any delay or default in the performance of any obligation of ACE LIFTS LTD under this condition caused directly or indirectly by acts of God, Acts of Government, war, civil commotion, strikes or labour disputes, fire, flood or any other cause or causes (whether or not by a like nature) by matters beyond the reasonable control of ACE LIFTS LTD or its selected delivery agent shall not be deemed to be a breach of the Contract. Upon delivery of the product to the Purchaser or Purchaser’s agent, all risks whether insurable or not relating to the product supplied by ACE LIFTS LTD shall pass absolutely to the Purchaser. Any products held by ACE LIFTS LTD or its selected third party storage agent for a Purchaser on a valid bill and hold instruction agreed between ACE LIFTS LTD and the Purchaser shall be at the risk of the party referred to in the bill and hold instruction as having such risk during such storage period to the extent stated therein.
4.2 The quantity of any consignment of product as recorded by ACE LIFTS LTD or if applicable, its selected third party storage agent or supplier upon dispatch from ACE LIFTS LTD´s place of business or if applicable, from the third party storage premises or ACE LIFTS LTD’s chosen supplier’s premises if such product is being delivered from there direct to the Purchaser shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
4.3 ACE LIFTS LTD shall not be liable for any non-delivery of product (even if caused by ACE LIFTS LTD´s negligence) unless the Purchaser gives written notice to ACE LIFTS LTD of the non-delivery within 10 days of the date when the product would in the ordinary course of events have been received.
4.4 Any liability of ACE LIFTS LTD for non delivery of product and/or delay in the provision of services shall be limited to replacing the product and/or delivering the services within a reasonable period of time or issuing a credit note for the relevant amount of any invoice issued by ACE LIFTS LTD relating to the product and/or services that have not been delivered and/or provided to the Purchaser on time.
- Reservation of Title
5.1 The property and legal and beneficial title of all products supplied by ACE LIFTS LTD to the Purchaser shall notwithstanding delivery and passing of risk remain with ACE LIFTS LTD until the full amount of the purchase price together with all other sums due by the Purchaser to ACE LIFTS LTD have been paid in full in cleared funds.
5.2 If any amount owing by the Purchaser to ACE LIFTS LTD is due and unpaid, then ACE LIFTS LTD may without prejudice to any of its other rights or remedies repossess and resell any or all of the products to which such amounts relate and for that purpose the Purchaser hereby authorises ACE LIFTS LTD, its servants or agents to have an irrevocable licence to enter upon its premises at all reasonable times and without notice to the Purchaser. If the Purchaser shall sell any products delivered in such manner as to pass to a third party a valid title to the products, the Purchaser shall hold the proceeds of such sale on trust absolutely for ACE LIFTS LTD, providing that nothing herein shall constitute the Purchaser acting as the agent of ACE LIFTS LTD for the purposes of any such sub-sale and also providing that the Purchaser shall not be entitled to sell such products after the appointment of a receiver or administrator to its property, or has been placed in liquidation or administration, or not being a company, has committed an act of bankruptcy.
5.3 The Purchaser’s right to possession of the product supplied by ACE LIFTS LTD shall terminate immediately if the Purchaser encumbers or in any way charges any of the product supplied by ACE LIFTS LTD.
Subject to the limitations of liability set out in these terms and conditions, products sold by ACE LIFTS LTD to the Purchaser are warranted against defects in workmanship and material during the period of the warranty notified by ACE LIFTS LTD as the applicable warranty period for such products when the Contract is entered into. ACE LIFTS LTD will make good by replacement or repair at its option any defect in any products which appears under normal use within the warranty period provided that the product has been serviced, maintained, installed and used properly in accordance with the instructions issued by ACE LIFTS LTD or the manufacturer and has not been subject to any neglect misuse or accident. This warranty is valid only if written notice of any alleged defect of such product is given in writing to ACE LIFTS LTD within 10 days after the discovery of such defect and if such defect is proved to have been caused by faulty materials or workmanship. Except for the express warranties stated above, ACE LIFTS LTD makes no warranties to the Purchaser and disclaims all other warranties or conditions whether expressed or implied by law to the extent that it is legal to do so or to attempt to do so.
- Limitation of Liability
7.1 This condition 7 prevails over all other conditions in these terms and conditions and the Contract and sets forth the entire liability of ACE LIFTS LTD, and the sole and exclusive remedies of the Purchaser in respect of a breach of these conditions or the performance, non performance, purported performance or delay in performance of the Contract or otherwise in relation to the Contract or the entering into or performance of the Contract or conduct of any services ancillary thereto or for any use made or resale by the Purchaser of any product supplied by ACE LIFTS LTD or any product incorporating any such product.
7.2 Nothing in these terms and conditions shall exclude or limit ACE LIFTS LTD’s liability for death or personal injury or for fraud or fraudulent misrepresentation or for any matter for which it would be illegal for ACE LIFTS LTD to exclude or attempt to exclude its liability.
7.3 Save as provided in condition 7.2, ACE LIFTS LTD’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise or for any loss or damage to the Purchaser’s tangible property shall in no circumstances exceed the lesser amount of:
7.3.1 125% of the price payable for the products ordered from ACE LIFTS LTD by the Purchaser to which the liability relates and/or 125% of the price payable for the services provided by ACE LIFTS LTD to the Purchaser to which the liability relates ; or
7.3.2 the maximum aggregate sum of £1,000,000.
And the limitation of liability under this condition 7.3 has effect in relation both to any liability expressly provided for under the Contract or these terms and conditions and to any liability arising by reason of the invalidity or unenforcability of any terms in these terms and conditions or the wider Contract.
7.4 ACE LIFTS LTD shall in no event be liable for:
7.4.1 loss of profits;
7.4.2 loss of contracts;
7.4.3 loss of the use of money;
7.4.4 loss of anticipated savings;
7.4.5 loss of business;
7.4.6 loss of opportunity;
7.4.7 loss of goodwill;
7.4.8 loss of reputation; or
7.4.9 any indirect, special or consequential loss
and any such liability of ACE LIFTS LTD is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, conditions 7.4.1 to 7.4.9 apply whether such losses are direct, indirect, special, consequential or otherwise.
7.5 The Purchaser acknowledges and agrees with ACE LIFTS LTD that the allocation of risk and liability contained in the Contract (which incorporates these conditions) is reasonable in all the circumstances having regard to all relevant factors including the nature of the Contract and the ability of the Purchaser to rely on its own respective insurance arrangements and other resources to bear or recover any loss or damages incurred.
- Insolvency of Customer
In the event of the Purchaser being declared bankrupt, having a receiver appointed, an administrator appointed, a petition presented or a resolution passed for its winding up, all sums unpaid by the Purchaser for products and / or services supplied by ACE LIFTS LTD shall become immediately due and ACE LIFTS LTD shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Purchaser. The Purchaser’s right to deal in the ordinary course of business or otherwise sell or dispose of products in which the title and property remains with ACE LIFTS LTD shall automatically and immediately terminate and all products to which ACE LIFTS LTD holds title shall be returned to ACE LIFTS LTD at the expense of the Purchaser without reference to any third party.
- Re-export Control
If the Purchaser wishes to export items purchased from ACE LIFTS LTD then the Purchaser undertakes to comply with the export control regulations, including in particular, the requirements of the USA regulatory body and any other specific requirements which may be required from time to time.
- Governing Laws
These conditions of sale and all other express terms herein and any Contract shall be governed by and construed in all respects in accordance with the laws of England and the exclusive forum for settling any dispute thereunder shall be the English Courts.
11.1 Paragraph headings in these Terms and Conditions of Sale are for ease of reference only and shall have no legal significance whatsoever.
11.2 ACE LIFTS LTD may assign the Contract or any part of it to any person, firm or company including any member of ACE LIFTS LTD’s group of companies.
11.3 Each right or remedy of ACE LIFTS LTD under the Contract is without prejudice to any other right or remedy of ACE LIFTS LTD whether under the Contract or not.
11.4 If any provision of the Contract incorporating these terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable from these terms and the Contract and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
11.5 Failure or delay by ACE LIFTS LTD in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract and any waiver by ACE LIFTS LTD of any breach of, or any default under, any provision of the Contract by the Purchaser shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
11.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.7 The Contract may be terminated at any time for any reason with the prior and express written consent from both ACE LIFTS LTD and the Purchaser to such termination.
All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax (in case of communications to ACE LIFTS LTD) to its registered office or such changed address or such fax number as shall be notified to the Purchaser by ACE LIFTS LTD or (in the case of the communications to the Purchaser) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Purchaser or fax number set out in any document which forms part of the Contract or such other address as shall be notified to ACE LIFTS LTD by the Purchaser and communications shall be deemed to have been received if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting) or if delivered by hand, on the day of delivery or if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.