Terms and Conditions

Last updated 25 April 2024

(A) ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES a company incorporated in the United States of America, whose office is at ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES  2821 S Parker Rd, Ste 535, Aurora, CO, 80014 (“ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES ”) is a company that supplies smart home, audio video, video conference systems, cloud digital signage and all the related professional services for the solutions such as design, installation, project management, programming, commissioning, maintenance and support services.

(B) This Contract will form the basis of the agreement made between the Customer and ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES in relation to your purchase of the Equipment, Services and/or Subscriptions.

1 Interpretation

1.1 Definitions. In these Conditions, the following definitions apply:

"Business Day" means a day (other than a Saturday, Sunday, or public holiday) when banks in the United States of America & United Kingdom are open for business.

"Conditions" means the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6.

"Contract" means the contract between ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES and the Customer for the sale and purchase of the Equipment in accordance with these Conditions.

"Customer" means the person or firm who purchases the Equipment from ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES  "Equipment" means the audio-visual system (or any part of it) and / or any other materials required for the Installation and functionality of the audio-visual system as set out in the Order.

"Force Majeure Event" has the meaning given in clause 13.

“Installation” means field assembly, interconnection, equipment calibration and checkout of the Equipment performed by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES trained technical employees or approved subcontractors and “Installed” shall be construed accordingly.

“Installation Site” means the area the Customer has requested the Equipment be Installed as may be set out in any applicable Scope of Works or notified to ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES by the Customer.

“Instructions” means the accompanying manual provided with the Equipment.

"Order" means the Customer's order for the Equipment, as set out in the Scope of Works annexed to these Conditions.

"Scope of Works" means the project details including materials, designs, installation plan and labour costs, including any related plans and drawings that are agreed in writing by the Customer and ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES  

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1.2 In these Conditions, the following rules apply:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.

1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written includes and e-mails.

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2 Basis of contract

2.1 These Conditions apply to the Contract 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.

2.2 The Order constitutes an offer by the Customer to purchase the Equipment and to have it Installed in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Scope of Works are complete and accurate.

2.3 The Order shall only be deemed to be accepted when ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES issues a written acceptance of the Order, at which point the Contract shall come into existence and shall be legally binding.

2.4 The Contract constitutes 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 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES   and any descriptions or illustrations contained in ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES  catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form part of the Contract or have any contractual force.

2.6 A Scope of Works given by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall not constitute an offer. A Scope of Works shall only be valid for a period of 30 days from its date of issue.

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3 Equipment

3.1 The Equipment is described in the order form and is as modified by any applicable Scope of Works.

3.2 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES reserves the right to amend the order form and / or Scope of Works if required by any applicable statutory or regulatory requirements and shall do so in writing.

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4 Delivery

4.1 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall deliver the Equipment to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES notifies the Customer that the Equipment is ready.

4.2 Delivery of the Equipment shall be completed on the Equipment's arrival at the Delivery Location.

4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall not be liable for any delay in delivery of the Equipment that is caused by a Force Majeure Event or the Customer's failure to provide ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES with adequate delivery instructions or any other instructions that are relevant to the supply of the Equipment.

4.4 The Customer shall be liable for all and any additional costs incurred by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES as a result of any delay to delivery caused by the Customer.

4.5 If ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES   fails to deliver the Equipment, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Equipment of similar description and quality in the cheapest market available, less the price of the Equipment. ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES  shall have no liability for any failure to deliver the Equipment to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES with adequate delivery instructions or any other instructions that are relevant to the supply of the Equipment.

4.6 If the Customer fails to accept delivery of the Equipment within three Business Days of ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES notifying the Customer that the Equipment are ready, then, except where such failure or delay is caused by a Force Majeure Event or ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES failure to comply with its obligations under the Contract:

4.6.1 delivery of the Equipment shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES notified the Customer that the Equipment was ready;

4.6.2 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall store the Equipment until delivery takes place, and charge the Customer for all related costs and expenses (including insurance); and

4.6.3 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall immediately invoice the Customer 70% of the price of the Equipment as set out in the Order.

4.7  If 20 Business Days after the day on which ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES notified the Customer that the Equipment is ready for delivery the Customer has not accepted delivery, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may resell or otherwise dispose of part or all of the Equipment and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Equipment or charge the Customer for any shortfall below the price of the Equipment.

4.8 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may deliver the Equipment by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

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5 Quality

5.1 In the event the Equipment is:

5.1.1 altered;

5.1.2 repaired by someone other than a representative of ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES; or

5.1.3 operated in a manner inconsistent with established safety operating procedures as outlined in any applicable Instructions;

which results, in ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES opinion, in a reduction in the value of the Equipment; the warranties contained within this clause 5 and ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES obligations under these Conditions will terminate immediately.

5.2 Subject to clause 5.1, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES warrants that on delivery, and for a period of 90 days following the date of Installation ("warranty period"), the Equipment shall:

5.2.1 conform with its description and any applicable Scope of Works;

5.2.2 be free from material defects in Installation;

5.2.3 be free from material defects in design, material and workmanship.

5.3 Subject to clause 5.4, if:

5.3.1 the Customer gives notice in writing to ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES   during the warranty period within a reasonable time of discovery that some or all of the Equipment does not comply with the warranty set out in clause 5.2; and

5.3.2 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES  is given a reasonable opportunity to examine such Equipment; and

5.3.3 the Customer (if asked to do so by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES) returns such Equipment to ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES place of business at the ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES cost,

ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full.

5.4 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall not be liable for the Equipment's failure to comply with the warranty set out in clause 5.2 in any of the following events:

5.4.1 the Customer makes any further use of such Equipment after giving notice in accordance with clause 5.3;

5.4.2 the defect arises because the Customer failed to follow ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;

5.4.3 the defect arises as a result of ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES following any drawing or design supplied by the Customer;

5.4.4 the Customer alters or repairs such Equipment without the written consent of ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES;

5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.4.6 the Equipment differs from its description or any applicable Scope of Works as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 Except as provided in these Conditions, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall have no liability to the Customer in respect of the Equipment's failure to comply with the warranty set out in clause 5.2.

5.6 The terms implied by sections 13 to 15 of the Sale of Equipment Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.7 These Conditions shall apply to any repaired or replacement Equipment supplied by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES.

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6 Title and risk

6.1 The risk in the Equipment shall pass to the Customer on completion of delivery in accordance with clause 4.2.

6.2 Title to the Equipment shall not pass to the Customer until ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES has received payment in full (in cash or cleared funds) for:

6.2.1 the Equipment; and

6.2.2 any other equipment or services that ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES has supplied to the Customer.

6.3 Until title to the Equipment has passed to the Customer, the Customer shall:

6.3.1 hold the Equipment on a fiduciary basis as ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES bailee;

6.3.2 store the Equipment separately from all other equipment held by the Customer and mark it clearly as belonging to ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES so that they remain readily identifiable as ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES property;

6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;

6.3.4 maintain the Equipment in satisfactory condition and keep it insured against all risks for their full price from the date of delivery;

6.3.5 notify ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES immediately if it becomes subject to any of the events listed in clause 10.2; and

6.3.6 give ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES such information relating to the Equipment as ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may require from time to time,

but the Customer may resell or use the Equipment in the ordinary course of its business.

6.4 If the Customer fails to make any payment due in accordance with these Conditions, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may at any time require the Customer to deliver up the Equipment and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Equipment is stored in order to recover it.

6.5 If before title to the Equipment passes to the Customer the Customer becomes subject to any of the events listed in clause 10.2, or ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Equipment has not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may have, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may at any time require the Customer to deliver up the Equipment and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Equipment is stored in order to recover it.

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7 Price and payment

7.1 The price of the Equipment shall be the price set out in the Order, or, if no price is quoted, the price set out in ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES price list in force as at the date of delivery.

7.2 Subject to clause 4.6.3 and unless otherwise stated in the Order, the Customer shall pay, subject to ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES issuing an invoice, for the Equipment in two instalments as follows:

7.2.1 70% of the price set out in the Order immediately after signature of these Conditions;

7.2.2 30% of the price set out in the Order immediately on notification by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES that the project has been completed and signed off.

7.2.3 Payment terms are set at 30 days from the point of invoice. If payment is not received within 30 days, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES reserve the right to charge late payment charges at a rate of 4% of the value of the project per day for every day that the payment is late.

7.2.4 In the circumstances of a new customer working with ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES for the first project, or as deemed appropriate, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES will invoice the project 100% up front.

7.3 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Equipment to reflect any increase in the cost of the Equipment that is due to:

7.3.1 any factor beyond ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

7.3.2 any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Scope of Works; or

7.3.3 any delay caused by any instructions of the Customer or failure of the Customer to give ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES adequate or accurate information or instructions.

7.4 The price of the Equipment is exclusive of the costs and charges of packaging, insurance and transport of the Equipment. These costs and charges will be itemised in the Order.

7.5 The price of the Equipment is exclusive of amounts in respect of any sales tax or value added tax ("VAT"). The Customer shall, on receipt of a valid sales tax or VAT invoice from ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES pay to ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES   such additional amounts in respect of sales tax or VAT as are chargeable on the supply of the Equipment.

7.6 The Customer shall pay each invoice in full and in cleared funds in accordance with clause 7.2. Payment shall be made to the bank account nominated in writing by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES. Time of payment is of the essence.

7.7 If the Customer fails to make any payment due to ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES under the Contract by the due date for payment, then the customer shall pay late payment charges on the overdue amount at the rate of 4% of the value of the project per day and for every day that the payment is not paid. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.8 The Customer shall pay the entire price as set out in the Order on signing these Conditions and shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES to the Customer.

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8 Installation

8.1 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall, at its own expense, be entitled to employ sub-contractors and / or agents to assist in or carry out, in whole or part, the Installation.

8.2 The Customer shall:

8.2.1 prepare, at its own expense, the Installation Site in accordance with ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES instructions, including any requirements specified in any applicable Scope of Works;

8.2.2 provide ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES with reasonable access to the Installation Site, at times and dates agreed from time to time between the Customer and ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES for the purpose of ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES determining Installation Site readiness for Installation;

8.2.3 designate and authorise a representative to serve as a contact person for all Installation Site preparation;

8.2.4 indemnify ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES against any loss, damage or claim arising out of the condition of the Installation Site.

8.3 Unless otherwise stated, the Customer shall provide ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES with source code for any non- ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES programmed remote control system required by the Customer.

8.4 If the Customer is unable, for whatever reason, to provide ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES with any required source code in accordance with clause 8.3, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES will commission an IT engineer/programmer to create new source code at the Customers expense of £675 per day plus VAT.

8.5 Under no circumstances will ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES be responsible or liable for structural modifications, mechanical system modifications or high voltage electrical work (for the avoidance of doubt, high voltage electrical work includes electrical work with voltage over 240 volts).

8.6 In the event that the installation by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES is prevented due to strikes, lock-outs or other industrial disputes:

8.6.1 the Customer shall, at its own expense, arrange to complete installation; and

8.6.2 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall be released from the warranties in clause 5 relating to Installation.

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9 Inspection and Testing of the Equipment

9.1 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall test and inspect the Equipment on Installation to ensure that it complies, in ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES sole determination, with the requirements of the Order. ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES determination is final.

9.2 Once satisfied the Equipment is compliant in accordance with clause 9.1, ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES will inform the Customer (“Sign Off”).

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10 Termination

10.1 If the Customer becomes subject to any of the events listed in clause 10.2, or ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES and they may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES without incurring any liability to the Customer, and all outstanding sums in respect of Equipment delivered to the Customer shall become immediately due.

10.2 For the purposes of clause 10.1, the relevant events are:

10.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

10.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

10.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

10.2.4 (being an individual) the Customer is the subject of a bankruptcy petition or order;

10.2.5 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

10.2.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;  

10.2.7 (being a company) the holder of a qualifying charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;

10.2.8 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

10.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2.1to clause 10.2.8 (inclusive);

10.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

10.2.11 the Customer's financial position deteriorates to such an extent that in ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

10.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

10.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

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11 Insurance

11.1 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall remain at all material times with an insurance company of good repute and shall hold and comply with the following valid insurance policies in respect of any one event or series of connect events to the value of:

11.1.1 product liability insurance with an unlimited cover value and no less than £1,000,000 per single event;

11.1.2 professional indemnity insurance with an unlimited cover value and no less than £1,000,000 per single event; and

11.1.3 public liability insurance with an unlimited cover value in aggregate and no less than £3,000,000 per single event.

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12 Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1 This clause 12 sets out the entire financial liability of ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:

12.1.1 any breach of the Contract and / or these Conditions;

12.1.2 any use made by the Customer of the Equipment;

12.1.3 any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract and / or these Conditions; or

12.1.4 any loss, damage or expense arising out of or in connection with any delay in delivery.

12.2 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES shall not be liable for any loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract and / or these Conditions.

12.3 Where third party software or components have the benefit of a guarantee or warranty from the original manufacturer then the warranty given by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES at clause 5.2 shall be limited to the terms of the original manufacturer’s warranty or guarantee.

12.4 Nothing in the Contract and / or these Conditions limits or excludes the liability of either Party to the other:

12.4.1 for death or personal injury resulting from negligence;

12.4.2 for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or

12.4.3 for any breach of s12 Sale of Goods Act 1979.

12.5 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES total liability under this Contract shall in no circumstances exceed 100% of the price set out in the Order.

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13 Force majeure

13.1 Subject to clause 8.6, neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES or subcontractors.

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14 General

14.1 Assignment and other dealings.

14.1.1 ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES  

14.2 Notices.

14.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail.

14.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by or e-mail, one Business Day after transmission.

14.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.3 Severance.

14.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

14.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

14.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by ASTRATTO TECHNOLOGIES LLC & SUBSIDIARIES

14.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

14.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).