VenuSonics Ltd – Terms & Conditions

Please read these Terms & Conditions carefully.

By placing an Order with VenuSonics Ltd, you (the “Customer” or “you”) accept and agree to these Terms & Conditions in full.

• “Formal Documentation” means all documents setting out the scope of work — including quotations, order confirmations, technical specifications (for Goods or Services), delivery notes, invoices, any letter(s) of agreement between VenuSonics Ltd and you, and any amendments thereto.
   
• “Goods” means any items supplied (or to be supplied) by VenuSonics Ltd, as described in the Formal Documentation.
   
• “Services” means any services (including installation, rigging, consultancy, acoustic design, hire, or other professional services) provided or to be provided by VenuSonics Ltd, as described in the Formal Documentation.
   
• “Order” means your order for Goods and/or Services, either via written purchase order, written acceptance of a quotation, or in the absence of a quotation, your initial instructions for a Project.
   
• “Project” means each job or engagement undertaken by VenuSonics Ltd for you — including supply or hire of Goods, or provision of Services, or both — as defined in the Formal Documentation.
   

1. All quotations, proposals or other documentation provided by VenuSonics Ltd are subject to these Terms & Conditions, unless expressly varied in writing and signed by a director of VenuSonics Ltd.
    
2. No contract between you (Customer) and VenuSonics Ltd shall exist until: either we issue an order-acceptance (or confirmation) in writing, or actual performance or delivery of the Goods/Services begins.
    
3. These Terms & Conditions apply to the exclusion of any other terms you attempt to impose — whether in purchase orders, correspondence or other documentation — unless explicitly accepted in writing by VenuSonics Ltd.
    

1. Any quotation or proposal provided by VenuSonics Ltd is valid for the period stated therein. If no period is stated, the quotation remains valid for 30 calendar days from issue (unless withdrawn earlier).
    
2. Orders must refer to a specific quotation (if issued), and must include full details of required Goods/Services, delivery/hire dates, location, and any relevant technical or specification requirements.
    
3. Acceptance of an Order by VenuSonics Ltd (forming the Contract) will be confirmed via written order-acceptance or by commencing supply/works. Until that point, VenuSonics Ltd reserves the right to reject or amend orders at its discretion.
    

1. The price for Goods/Services will be as quoted. Unless otherwise stated, quoted prices exclude VAT, which will be added at the applicable rate where required.
    
2. Payment terms shall be as agreed in writing. For new customers or where credit terms have not been agreed, payment shall be due in full prior to dispatch or commencement of Services.
    
3. Where a credit account is agreed, payment shall be due by the date specified on the invoice (or as per mutually agreed credit terms).
    
4. Should you fail to make payment when due, VenuSonics Ltd reserves the right to: suspend further deliveries/services; charge interest on overdue amounts; or treat the Contract as terminated (without prejudice to any accrued rights).
    

1. Delivery/hire of Goods to you (or your nominated venue) will be to the location agreed in the Order/formal documentation.
    
2. Risk of physical loss or damage to Goods passes to you (or your nominee) on delivery (or hand-over), or on pickup if you collect.
    
3. Ownership (title) of Goods remains with VenuSonics Ltd until we have received payment in full of all sums due under the Contract. Until ownership passes, you hold Goods as bailee for VenuSonics Ltd, and must store them securely, clearly marked as property of VenuSonics Ltd, and maintain insurance against loss or damage.
    
4. You must not sell, transfer, lease, charge or otherwise encumber the Goods until ownership has passed.
    
5. If you become insolvent, or breach payment obligations, VenuSonics Ltd may repossess the Goods (or require them to be made available for collection) at your expense.
    

1. Where the Contract includes Services (e.g. installation, commissioning, rigging, acoustic consultancy, hire, etc.), you must provide us with accurate site-information, safe site access, and any necessary consents or permissions.
    
2. Any site drawings, plans or specifications you provide must be accurate; VenuSonics Ltd cannot be held liable for losses or costs arising from incorrect or incomplete information you supply.
    
3. If you change the scope of Services after acceptance (e.g. additional works, variation of specification), you will be liable to pay for any additional labour, materials or costs incurred.
    
4. Upon completion, VenuSonics Ltd will issue a commissioning or completion certificate (where applicable), and you must inspect the works and notify VenuSonics Ltd of any defects within a reasonable time; failure to do so may be taken as acceptance.
    

1. VenuSonics Ltd warrants that Goods supplied (new equipment) will conform to the agreed specification and (where applicable) carry the manufacturer’s warranty, which we will pass on to you.
    
2. For used or second-hand equipment (if we supply such), unless otherwise agreed in writing: no extended warranty is provided; goods are supplied “as-is.” We strongly recommend inspection/test on receipt.
    
3. For Services, VenuSonics Ltd will perform with reasonable care and skill. Any defects in workmanship must be reported within 7 days of completion; from that date we will correct defects as appropriate (subject to terms).
    
4. VenuSonics Ltd’s total liability for direct loss or damage arising from supply of Goods or Services is limited to the contract value (i.e. the price paid for those Goods/Services).
    
5. VenuSonics Ltd is not liable for: indirect or consequential losses (e.g. loss of profits, business interruption, loss of use, loss of data), unless caused by our wilful misconduct or gross negligence.
    
6. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, or for fraudulent misrepresentation, or other liability which cannot by law be excluded or limited.
    

1. Any designs, drawings, calculations, proposals or other documentation (the “Supplier Materials”) produced by VenuSonics Ltd remain the intellectual property of VenuSonics Ltd unless otherwise agreed in writing.
    
2. You may not copy, reproduce, publish, or use Supplier Materials for other projects without our written consent.
    
3. Upon full payment of all sums due and completion of the Project, you may use the Supplier Materials on the project for which they were provided — but ownership and copyright remain with VenuSonics Ltd.
    

1. Before Contract formation: you may cancel your Order at any time without liability.
    
2. After Contract formation (i.e. after our written acceptance or commencement of work): cancellation of Goods orders may be accepted at our discretion — we reserve the right to charge for any costs incurred (procurement, special-order items, shipping, restocking, etc.).
    
3. Cancellation of Services (including installation/hire) after commencement may incur a cancellation fee — sufficient to cover labour, materials, transport, any lost hire-opportunity or third-party costs.
    
4. Goods specially manufactured, ordered to your specification, or imported for you — once ordered — are non-returnable except at our discretion (and you bear all return costs).
    

VenuSonics Ltd will not be liable for delay or failure to perform any obligation under the Contract due to events outside our reasonable control — e.g. supply-chain disruption, transport strikes, acts of God, workforce illness, delays in manufacture, import/export restrictions, etc. Under such circumstances, performance is suspended for the duration of the event, and we will notify you as soon as practicable.

If you provide personal data (e.g. name, address, contact info), VenuSonics Ltd will act as Data Controller and process it in accordance with applicable laws (e.g. UK GDPR). We will use personal data only to fulfil the Contract (invoices, delivery, communications) and will not share it with unauthorised third parties.

Any confidential information exchanged (e.g. technical proposals, system designs, pricing, business processes) is to be treated as confidential by both parties. Neither party may disclose such information without prior written consent (except as required by law).

These Terms & Conditions and any Contract formed under them are governed by the laws of England and Wales. Any dispute arising under or in connection with them may be submitted to the courts of England and Wales (or, if the Customer resides in Scotland or Northern Ireland, the courts of that jurisdiction).

This Contract (including the Formal Documentation and these Terms & Conditions) constitutes the entire agreement between you and VenuSonics Ltd. It supersedes all prior agreements, proposals, understandings or communications between you and VenuSonics Ltd relating to the same subject matter.

No amendment, variation or addition to these Terms & Conditions (or any part of the Contract) shall be effective unless in writing and signed by a director of VenuSonics Ltd.