Vending Sense’s Terms & Conditions

Definitions
1.1 Commencement Date means the date of delivery of equipment to the delivery address by Vending Sense.
1.2 Consumables means the products that are supplied by Vending Sense other than the equipment.
1.3 Customer means the company name or entity specified in this document.
1.4 Cup Charge means the charge per drink vended from a drinks machine.
1.5 Delivery address means the delivery address stated in the sales agreement.
1.6 Delivery Date means the date the Machines are delivered by Vending Sense
1.7 Equipment means the machine(s) supplied by Vending Sense.
1.8 Leasing Agreement means the application to the Lessor for a lease of the Machines signed by the Customer.
1.9 Lessor means the party leasing the Machines to the Customer as appointed by Vending Sense.
1.10 Maintenance Contract means the agreement between the Customer and Vending Sense to
maintain the Machines in accordance with clause 5.
1.11 Management Fee means the weekly fee payable to Vending Sense for the Valet Plan.
1.12 Minimum Hire Period means the duration as stated in Rental Plan and begins on the
Commencement Date.
1.13 Month means calendar month.
1.14 Valet Plan means the agreement between the Customer and Vending Sense to operate the Machines in accordance with clause 4.
1.15 Order means this official order and these terms and conditions
1.16 Product Supply Contract means the agreement between the Customer and Vending Sense to supply cups, ingredients and cleaning materials in accordance with clause 6.
1.17 Rental Plan means the agreement under which the Customer rents the Machines in accordance with clause 2.
1.18 Vend means the sale of an item from a Machine or other apparatus and or facilities.
1.19 Vending Sense means Vending Sense Group Limited registered number (10175680).

Rental Plan
2.1 The Order is official once the Customer signs this document.
2.2 If the Lessor shall for any reason fail to accept and sign the Leasing Agreement within 30 days from the date of this Order (or such longer period as Vending Sense may specify by notice in writing to the Customer) Vending Sense may at any time thereafter by notice in writing to the Customer elect:
2.3.1 either to cancel the Order (including the Valet Plan, the Product Supply Contract and Maintenance Contract) and return the initial payments specified overleaf.
2.3.2 or to rent the Machines to the Customer at the rental charge specified in the Rental Plan and there shall be a binding contract between the Customer and Vending Sense for the Minimum Hire Period. Thereafter, unless three month’s notice is given by the Customer by recorded delivery to expire on or before the end of the Minimum Hire Period, the arrangement will automatically continue with Vending Sense for a further 12 months and thereafter annually until either party gives a least three month’s notice by recorded delivery to expire on or before such anniversary of the order date.
2.4 If Vending Sense elects to rent a Machine under clause 2.3.2 then Vending Sense may at any time during the contract assign the contract to a leasing company.
2.5 The Rental Plan shall commence on the order date and remain in force until the expiry of the Minimum Hire Period. Thereafter, unless three month’s notice is given by recorded delivery to expire on or before the end of the Minimum Hire Period, the arrangement will automatically continue for a further 12 months and thereafter annually until either party gives a least three month’s notice by recorded delivery to expire on or before such anniversary of the order date. If the Rental Plan involves a Lessor and on the expiry of the Minimum Hire Period ownership of the Machines has transferred to Vending Sense, Vending Sense and the Customer shall be deemed to have entered into a new rental agreement for a further twelve months with the same rental payments as the agreement with the Lessor. Further twelve-month agreements will be deemed to have been entered into after the end of the first twelve-month period and thereafter annually until either party gives at least three month’s notice by recorded delivery to expire on or before such anniversary of the order date.
2.6 Vending Sense shall be entitled by one month’s notice is given by recorded delivery to the Customer to alter the Rental Plan charges.
2.7 Equipment rentals will be payable in advance in the frequency and amount set out in the Rental Plan during the Minimum Hire Period the equipment on delivery shall remain at the sole risk of the customer until such time as the equipment is redelivered to Vending Sense.

Supply and Installation
3.1 Vending Sense shall supply and install the Machines at the addresses specified overleaf and the Customer shall grant to Vending Sense the exclusive rights to provide food and drinks vending at the premises where the Machines are installed for the duration of the agreement.
3.2 The delivery and installation dates specified overleaf are provisional and may be varied by notice given to the Customer.
3.3 The Customer shall at its own cost prepare each installation site in accordance with the specifications as reasonably requested by Vending Sense and to include: –
3.3.1 suitable electrical or internet connections within 1 metre of the Machine
3.3.2 suitable plumbing or drainage connections within 1 metre of the Machine
3.3.3 a supply of mains drinking water within 1 metre of the Machine.
3.4 The Customer is responsible for insuring the Machines and all contents, including monies within the Machine at all times for the current replacement values advised by Vending Sense.
3.5 Where a Machine or service is fitted with a video recording device, Vending Sense have the right to record the users of such Machine or service subject to notification being displayed.
3.6 The Customer will ensure that the Equipment is not moved away from the Delivery Address without written consent from Vending Sense (except where the customer has purchased the equipment)

Valet Plan
4.1 The Valent Plan shall commence on the order date and shall remain in force:-
4.1.1 until the expiration of 60 months from the order date and
4.1.2 thereafter unless three month’s notice is given by the Customer by recorded delivery to expire on or before the end of the 60 month term the arrangement will automatically continue with Vending Sense for a further 12 months and thereafter annually until either party gives no less than three month’s notice by recorded delivery to expire on or before such anniversary of the order date.
4.2 Vending Sense shall provide full cleaning and sanitising services as indicated to the Machines and shall stock the Machines with ingredients between the hours of 0900 and 1700 or otherwise agreed on normal working weekdays (excluding Saturdays, Sundays and Bank Holidays).
4.2.1 If a Machine holds fresh milk the Customer will be responsible for the purchase of fresh milk from Vending Sense and the daily filling and cleaning unless otherwise agreed.
4.3 The Customer shall be responsible for and shall provide:-
4.3.1 reasonable access to the Machines to enable Vending Sense to carry out the services referred to herein
4.3.2 suitable drainage facilities within easy reach of the Machines for the cleaning and sanitising of Machine parts and
4.3.3 the cleaning and sanitising of wastewater disposal units and the cleanliness of the areas around the Machines in accordance with all applicable statutory regulations and codes of practice.
4.4 The Customer shall pay Vending Sense the Cup Charge per Vend specified overleaf.
4.4.1 The Customer shall pay Vending Sense in respect of any Vends as specified overleaf and Vending Sense reserve the right to invoice for any shortfalls of expected Vends at the current Cup Charge or the average selling price of snack, sweets, cans/bottles.
4.5 The Customer shall be responsible for value added tax on all machine vended sales.
4.6 The Customer shall be responsible and pay Vending Sense for any shortfalls of expected monies for the Machines or stock discrepancies of products delivered to their address or missing from the Machines or other refreshment areas.
4.7 The Customer shall pay Vending Sense the Management Fee specified overleaf (without allowance for holidays, strikes or shutdowns): for 52 weeks per annum.
4.8 Vending Sense shall be entitled by one month’s notice in writing to the Customer to alter the Valet Plan charges including the cost of confectionery and/or snacks or drinks:-
4.8.1 if a change in the services provided under the Valet Plan is agreed between the Customer and Vending Sense. Or
4.8.2 if there is a change in the cost to Vending Sense of providing the services.
4.9 If over any 12 week period the number of expected Vends specified overleaf or the average number of Vends based on the preceding quarter, whichever is the higher is not maintained, Vending Sense shall be entitled by one month’s notice in writing to the Customer.
4.9.1 either to alter the Valet Plan charges or
4.9.2 to terminate the Valet Plan.
4.10 Vending Sense shall be entitled to collect and keep all cash received from the sales of drinks, snacks or sweets or cans/bottles unless otherwise agreed in writing.
4.11 If payment for a product vended from a Machine is made by debit or credit card then a surcharge will apply.
4.12 The Customer shall pay all invoices under the Valet Plan within 14 days of receipt of invoice.
4.13 The customer shall purchase all Consumables and cleaning products for use in or with the Equipment from Vending Sense and ensure the Equipment is only used for dispensing products supplied by Vending Sense.
4.14 Ownership and title to the Consumables remains with Vending Sense.

Maintenance Contract
5.1 The Maintenance Contract shall commence on the order date and remain in force until the expiry of the Minimum Hire Period. Thereafter unless three months notice is given by the Customer by recorded delivery to expire on or before the end of the 60 month term, the arrangement will automatically continue with Vending Sense for a further 12 months and thereafter annually until either party gives at least three months notice by recorded delivery to expire on or before such anniversary of the order date.
5.1 The Customer shall pay Vending Sense the weekly charge per Machine specified overleaf (without allowance for holidays, strikes or shutdowns): for 52 weeks per annum. Unless specified overleaf, the Maintenance Contract is free of charge during the first year and chargeable in subsequent years. The Maintenance Contract will exclude refrigeration repairs and replacement for any Machines that have been on site for more than 60 months.
5.2 Vending Sense shall maintain the Machines for the duration of the Maintenance Contract.
5.3 Vending Senses shall be entitled to charge the Customer for maintenance at its current rate of charges and Vending Sense shall be entitled to alter such charges or other terms on which maintenance is supplied by one month’s written notice to the Customer:-
5.3.1 Water filters will be fitted and replaced as required and charged at the current rate.
5.3.2 Regular sanitisation of water machines or fresh milk fridges will take place as required and sanitisation services will be charged at the current rate.
5.3.3 In accordance with the Pressure Systems Safety Regulations an annual inspection of a pressurised boiler will be carried out and this inspection will be charged at the current rate.
5.3.4 All levels of maintenance, filter, sanitisation and boiler service charges are available by raising a ticket via from the Vending Sense
5.4 Maintenance shall be carried out during normal working hours 0900 – 1700 or otherwise agreed.
5.5 The Customer shall allow Vending Sense access to the Machines to enable them to carry out maintenance.
5.6 If Vending Sense provides emergency maintenance outside normal hours , Vending Sense shall be entitled to make a reasonable additional charge to the Customer.
5.7 If requested by the Customer any necessary call will be made by an experienced vending service engineer to inspect, adjust and ensure that the Machines are in satisfactory condition.
5.8 Any work carried out by Vending Sense to repair damage that has been caused by vandalism, accidental damage, failure of water or power supply, misuse of the Machines (including failure to comply with operating manual) improper modification or maintenance of the Machines or the use in the Machines of vending cups or products other than those supplied by Vending Sense shall be carried out at an additional charge based on the cost of parts and Vending Sense’s standard machine call out rate
5.9 Charges due under the Maintenance Contract shall be invoiced monthly or quarterly and paid within 14 days of receipt of invoice.
5.10 The Maintenance Contract may be canceled by Vending Sense without notice if any Machine is moved from the address shown overleaf without permission of Vending Sense, or repaired or interfered with by any person other than an authorised representative of Vending Sense.
5.11 Subject to compliance by the Customer with condition 4 Valet Plan, Vending Sense shall service or repair the Equipment within a reasonable time during normal business hours after notification from the Customer to any detect or malfunction.
5.12 Vending Sense 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 parts or a repair is required as a result of any of the following:-
5.12.1 failure by the Customer to perform regular cleaning of the Equipment unless the agreement includes a Valet Plan.
5.12.2 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
5.12.3 misuse by the Customer or its users of the Equipment.
5.12.4 No fault exists or cannot be reproduced.
5.12.5 breakages to Equipment including accidental, negligent, and wilful damage.
5.12.6 interference with the programme or any software settings in the Equipment or on its controls.
5.12.7 electrical power surges, fire, flood or another catastrophic event.
5.13 Vending Sense also reserves the right to charge for all site visits and/or maintenance and repair work in the following circumstances :-
5.13.1 if the Customer uses Consumable items or cleaning products in the Equipment other than those supplied by Vending Sense
5.13.2 if the Customer uses the Equipment other than as set out in condition 4.
5.13.3 an operational scale reducing filter fitted to the water supply with which is changed according to the contract schedule
5.13.3 where the customer has purchased the machine more than one year previously and no separate maintenance contract is in place
5.13.4 where the Minimum Term has expired, and no separate maintenance contract is in place
5.14 Replacement parts for machines purchased by the customer and outside the manufacturer’s warranty period will be chargeable in all cases.
5.15. Vending Sense 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

Payment
7.1 Each invoice shall be due for payment 30 days 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.

Assignment
8.1 Vending Sense may assign the benefit of this agreement and may sell or otherwise dispose of the equipment subject to this agreement without notifying the lessee. This agreement may not be assigned by the Customer without Vending Sense’s specific written consent.

Duration and Termination
9.1 Vending Sense may terminate this Contract immediately by written notice to the Customer in any of the following cases:
9.1.1 If any sum due to Vending Sense remains unpaid for 30 days after falling due.
9.1.2 If the Customer is in breach of any other obligation under this Contract.
9.1.3 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.
9.1.4 If the relevant leasing provider refuses to issue a Leasing Agreement in respect of the Customer.
9.1.5 If the Customer ceases to trade or appears to have abandoned the Equipment.
9.1.6 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.
9.1.7 Vending Sense reasonably apprehends that any of the events mentioned in 9.1.5 or 9.1.6 is about to occur or may have occurred already.
9.1.8 the performance of its obligations is rendered impossible by an act of a third party.
9.2 Unless and until the Equipment has been sold to the Customer and paid for in full it remains the property of Vending Sense or the leasing company (as the case may be). if the Agreement is terminated for any reason Vending Sense is entitled to enter the Customer’s premises to remove any Equipment which remains its property and any unpaid for Consumables.

Damages (Post-Delivery Date)
10.1 In the event of early termination for any reason prior to the end of the Minimum Hire Period, Vending Sense may charge for loss of future Consumables sales for the outstanding portion of the Minimum Hire Period based on the average contract usage at the date of termination.
10.2 Upon termination of this agreement for any reason, Vending Sense’s consent to the Customer’s possession of any Equipment Vending Sense 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.

Entire Agreement
11.1 These conditions apply to the Rental Plan to the conclusion of any other terms that the customer seeks to impose or incorporate or which are employed by trade custom practice or course of dealing the Rental Plan shall only come into force upon signature and acceptance of these conditions by both parties.
11.2 The parties wish to be bound by the express terms of this written agreement and do not wish to be bound by any other terms or representations made by anyone outside these written terms. If any such variation is to be added to this agreement, the parties agree to have that variation agreed in writing and signed by a director of Vending Sense and expressed to be additional to the terms of this agreement, in order that both parties understand their obligations.

Advice Recommendation and Errors
12.1 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 Vending Sense which is not set out in the sales agreement or these conditions.
12.2 Any advice given or recommendation given by Vending Sense or its employees or agents to the Customer or the Customer’s employees or agents as to the storage or application or use of the Machines which is not confirmed in writing by Vending Sense is followed or acted upon entirely at the Customer’s own risk and accordingly Vending Sense shall not be liable for any advice or recommendation which is not so confirmed. Any typographical clerical or other errors or omission in any literature quotation, price list acceptance of offer invoice or other document or information issued by Vending Sense shall be subject to correction without any liability on the part of Vending Sense.

Liability
13.1 except in respect of death or personal injury caused by their negligence, Vending Sense shall not be liable for any damage or loss caused by the equipment, or the performance of Vending Sense’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.
13.2 The customer enters into this agreement of its own accord and does not rely on any advice or representations given by Vending Sense staff or operatives as to the suitability or fitness of the equipment for the purpose specified.
13.3 Vending Sense’s total liability shall not exceed the amount of its insurance cover
13.4 This clause 13 shall survive termination of the contract.

Cancellation of Order (Pre-Delivery Date)
14.1 If the Customer shall cancel this Order before the Delivery Date, the Customer shall pay Vending Sense all costs incurred by Vending Sense in preparing for the delivery of the Machines, such sums to include payment due to Vending Sense to be paid in respect of the rental or ownership of the Machines whether under the terms of the Rental Plan or as a one-off cash payment.

Damages (Post-Delivery Date)
15.1 If the Customer shall cancel this Order after the Delivery Date or if Vending Sense shall terminate this agreement with the Customer on the ground of the Customer’s unremedied breach of contract the Customer shall (without prejudice to any other remedy or measure of damages to which Vending Sense is otherwise entitled) pay Vending Sense damages equal to Vending Sense’s loss of expected revenue from the Valet Plan, Maintenance Contract, Product Supply Contract and Rental Plan, for the minimum period of 60 months from order date, based on the estimated number of Vends or cases specified overleaf or the average number of Vends or cases based on the preceding quarter, whichever is the higher.

General
16.1 The customer shall indemnify and hold harmless Vending Sense for and against any loss, liability, damage or claim (including legal and other professional costs on indemnity basis) which it may suffer or be put to as a result of a breach by the customer of their obligations under this agreement or these terms.
16.2 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 shall continue in full force and effect.
16.3 if this contract constitutes a consumer transaction (as defined by the sale of goods act 1979) the customers statutory rights are unaffected by these conditions.
16.4 Vending Sense Logos are all trademarks of Vending Sense and may not be copied or reproduced without prior consent.
16.5 In the event of Vending Sense updating or amending these terms and conditions the most recent version shall apply. With 30 days due notice and written approval from the customer.
16.6 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.
16.7 Governing law. This agreement, 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.
16.8 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 agreement or its subject matter or formation (including non-contractual disputes or claims).