These terms and conditions cover and are referenced in all contracts and agreements for customers of Jigsaw Project Services Ltd.
Jigsaw Fitness means Jigsaw Project Services Limited, registered in England, number 05633587.
Additional Charge means any additional charge or amount payable under this Agreement.
Agreement means the agreement which incorporates these terms and conditions, and unless otherwise stated, the date of this Agreement is the date of the Customer’s order if accepting an offer of Jigsaw Fitness or the date of Jigsaw Fitness’ acceptance if accepting an order from the Customer.
“Charges” means the charges for the Goods and/or Services as specified in the Purchase Order.
Confidential Information means all information, whether written or oral (however recorded), provided by the disclosing Party to the receiving Party and which (i) is known by the receiving Party to be confidential; (ii) is marked as or stated to be confidential; or (iii) ought reasonably to be considered by the receiving Party to be confidential.
Conditions mean these Commercial Sales Terms and Conditions (October 2022).
Contract Documents means each written quotation, offer, order, acceptance and/or other document forming part of this Agreement.
Contract Site means the location, any site, premises or location of the Customer or any third party, where Jigsaw Fitness is to deliver or install any Goods or perform any Services where the Goods will be used as set out in the Purchase Order.
Customer means the purchaser of the Goods and Services under this Agreement.
Date of Delivery means the date by which the Goods must be delivered to the Customer, as specified in the Purchase Order.
Default means any breach of the obligations or warranties of the relevant Party (including the abandonment of the Agreement in breach of its terms, repudiatory breach or breach of a fundamental term) or any other default, act, omission, negligence or statement of the relevant Party or the Staff in connection with the subject-matter of the Agreement and in respect of which such Party is liable to the other.
GDPR means the General Data Protection Regulation (Regulation (EU) 2016/679).
Goods mean all equipment, spare parts, and other goods to be supplied by Jigsaw Fitness under this Agreement, including under any Warranty as described in the Purchase Order.
Normal Working Hours mean 8:00 am to 6:00 p.m., Monday to Friday (excluding statutory and bank holidays).
Price means the price payable for all Goods and Services to be supplied by Jigsaw Fitness under this Agreement, as specified in the Contract Documents.
Purchase Order means the order from the Customer to the Supplier relating to Goods and/or Services provided by the Supplier to the Customer under this Agreement, including any supplementary documentation, referred to by the Parties in the Purchase Order.
Purchase Order Number means the Customer’s unique number relating to the order for Goods to be supplied and/or Services to be provided by the Supplier to the Customer in accordance with the terms of the Agreement.
Services mean all services and works, including installation and warranty repair services and advice in relation to layout and positioning of Goods at the Contract Site, to be supplied by Jigsaw Fitness under this Agreement as described in the purchase order.
Warranty means the warranties given under the section entitled “Warranty Terms” in these Conditions, and any other applicable express, implied or collateral warranty, term or condition as to the specification, standard, quality, fitness for purpose or condition of any Goods or Services.
VAT means value-added tax in accordance with the provisions of the Value Added Tax Act 1994.
1.1 These terms and conditions shall apply to all quotations, offers, orders and contracts for the supply or hire of goods, services or works by Jigsaw Fitness. All terms and conditions of the Customer are hereby excluded.
Quotations and Orders
2.1 Jigsaw Fitness’s quotations are not legally binding offers. Any quotation or offer made by Jigsaw Fitness shall be valid only for orders or acceptances received within 7 days of its date and may be withdrawn at any time. The Customer’s orders are subject to acceptance by Jigsaw Fitness.
3.1 The Customer has no right to cancel this Agreement. If the Customer purports to cancel this Agreement, then without prejudice to any other rights or remedies of Jigsaw Fitness, the Customer shall pay to Jigsaw Fitness 50% (excluding VAT) of the Price of all Goods and Services ordered by the Customer, within 7 days of demand from Jigsaw Fitness. This clause does not affect the Customer’s rights arising out of a breach of this Agreement by Jigsaw Fitness.
4.1 The Purchase Order constitutes an offer by the Customer to purchase the Goods and/or the Services subject to and in accordance with the terms and conditions of the Agreement.
4.2 The Supplier shall accept the Customer’s offer by either signing the Purchase Order, or confirming acceptance in writing to the Customer, or by performing the Services or delivering the Goods. The Customer shall not accept any additional or amended terms from the Agreement.
Supply and Delivery
5.1 Jigsaw Fitness agrees to supply and deliver, and the Customer agrees to take delivery of and pay for all Goods and Services on and subject to the terms of this Agreement.
5.2 The specifications for the Goods and Services shall be as stated in the Contract Documents, or to the extent not so stated, shall be in accordance with Jigsaw Fitness’s specifications. Jigsaw Fitness may change the specifications for the Goods or Services to conform to any change in any law or standard applicable to the Goods occurring after the date of this Agreement.
5.3 The Supplier shall deliver the Goods to the Customer on or by the Date of Delivery at the address specified in the Purchase Order, unless otherwise agreed by the Customer in writing. Delivery of the Goods shall be completed once the completion of unloading the Goods from the transporting vehicle at the Delivery address has taken place and the Customer has signed for the Delivery.
5.4 Delivery of the Goods shall be accompanied by a delivery note which shows the Purchase Order Number and the type and quantity of the Goods and, in the case of part Delivery, the outstanding balance remaining to be delivered.
5.5 Unless otherwise stipulated by the Customer in the Purchase Order, Deliveries shall only be accepted by the Customer on Working Days and during normal business hours.
Time for Delivery
6.1 Jigsaw Fitness agrees to use reasonable efforts to deliver the Goods and perform the Services and this Agreement, by any date or within any time stated in the Contract Documents, or if not stated, by such reasonable date or time as Jigsaw Fitness shall specify.
6.2 Under normal circumstances delivery of any Goods (other than replacement parts) will be at least 16 weeks from the date of this Agreement. Time for delivery of the Goods or performance of this Agreement is not of the essence.
6.3 Any specified dates or times for delivery or performance are estimates only. If Jigsaw Fitness fail to deliver or perform by any specified date or time, Jigsaw Fitness will deliver the Goods and perform the Services and this Agreement by such reasonable final date or time as Jigsaw Fitness shall further specify.
6.4 Jigsaw Fitness shall not be considered to be in breach of this Agreement for delay in or non-delivery or performance, unless and until the Customer has given to Jigsaw Fitness notice on or after any specified final date or time for delivery or performance, and Jigsaw Fitness has failed to deliver or perform within at least 60 days following receipt of such notice.
6.5 If Jigsaw Fitness is delayed or prevented from delivering the Goods or performing the Services or this Agreement as a result of any event beyond its reasonable control, including:
- any delay or inability of a manufacturer or supplier to supply the Goods or any parts for the Goods to Jigsaw Fitness for any reason
- any carriage or import delays
- any delay in performance, breach, or non-performance of this Agreement by the Customer
- any delay, act or omission of any of the Customer’s staff or contractors
- as a result of anything for which the Customer is responsible under this Agreement
then Jigsaw Fitness shall not be in breach of this Agreement and shall be entitled to a reasonable extension of time for delivery or performance.
7.1 If agreed in writing between the Parties, the Customer shall provide the Supplier with reasonable access at reasonable times to its premises for the purpose of supplying the Services. All Equipment brought onto the Customer’s premises by the Supplier, or its agents or sub-contractors shall be at the Supplier’s risk.
7.2 If the Supplier supplies all or any of the Services at or from the Customer’s premises, on completion of the Services or termination or expiry of the Agreement (whichever is the earlier) the Supplier shall vacate the Customer’s premises, remove the Supplier’s plant, Equipment and unused materials and all rubbish arising out of the provision of the Services and leave the Customer’s premises in a clean, safe and tidy condition in accordance with Good Industry Practice. The Supplier shall be solely responsible for making good any damage to the Customer’s premises or any objects contained on the Customer’s premises which is caused by the Supplier, or its agents or sub-contractors other than fair wear and tear.
7.3 If the Supplier supplies all or any of the Services at or from its premises or the premises of a third party, the Customer may, during normal business hours and on reasonable notice, access the premises to inspect and examine the manner in which the relevant Services are supplied at or from the relevant premises.
8.1 The Customer shall agree with Jigsaw Fitness a reasonable plan for delivery and installation of the Goods and performance of the Services. In particular, the Customer shall agree with Jigsaw Fitness a schedule of dates on which Jigsaw Fitness may carry out such delivery, installation, and Services, allowing for 150% of Jigsaw Fitness’s estimated hours, and at least 8-hour shifts during Normal Working Hours.
9.1 The Customer shall permit Jigsaw Fitness at any time to conduct a survey of each Contract Site.
9.2 If, when Jigsaw Fitness commences delivery or installation of the Goods or provision of any Services at any Contract Site, or carries out any inspection of any Contract Site, should any differences be highlighted at that time compared to any previous survey or inspection resulting in any additional work above that which would be reasonably expected, as a result of unforeseeable ground or other conditions at the Contract Site, then Jigsaw Fitness shall be entitled to make an Additional Charge and to a reasonable extension of time, for any resulting additional work, costs and/or expenses.
9.3 Unless otherwise stated in the Contract Documents, the following assumptions are made concerning each Contract Site and the Customer shall be responsible for ensuring that:
- 9.3.1 Any relevant parts of the site will be cleared and prepared by the Customer;
- 9.3.2 Jigsaw Fitness will have free and safe access to the site on foot and by vehicle,
- 9.3.3 There will be a reasonable unloading area for vehicles next to the building in which the Goods are to be installed,
- 9.3.4 There will be sufficient access and space to enable the Goods to be carried by hand to the areas in the building where they are to be installed,
- 9.3.5 Jigsaw Fitness will be provided with reasonable facilities and assistance at the site next to where any work is to be carried out, including appropriate storage areas and a power supply;
- 9.3.6 No works will be required to pull down or dismantle any part of the Contract Site or any structure in order to provide sufficient room to get the Goods into the location where they are to be delivered or installed,
- 9.3.7 That the site will be safe, and that Jigsaw Fitness will not have to deal with or make special provision for any safety hazards at the Contract Site, and
- 9.3.8 The Contract Site where the Goods shall be used shall meet all and any applicable safety legislation and standards.
9.4 Where any part of a building or structure at a Contract Site needs to be opened up, widened, dismantled or pulled down to enable delivery or installation of the Goods or provision of the Services, this shall be the responsibility of the Customer. The Customer will be responsible to carry the works out at its cost, together with all reinstatement work. If it is agreed between the customer and Jigsaw Fitness, that Jigsaw Fitness will carry out this work, Jigsaw Fitness will be entitled to make an Additional Charge to the Customer.
Delay in Delivery or Installation
10.1 If Jigsaw Fitness is unable to:
- 10.1.1 Get access to a Contract Site or
- 10.1.2 The Contract Site is not ready for installation on the dates agreed, or
- 10.1.3 The Customer does not accept delivery of the Goods or Services when tendered by Jigsaw Fitness, or
- 10.1.4 The Contract Site does not meet with the requirements of this Agreement such that it is not reasonable to commence work,
then unless due to the neglect or default of Jigsaw Fitness:
- 10.1.5 Jigsaw Fitness shall be entitled to defer delivery and installation of the Goods and provision of the Services,
- 10.1.6 The Client shall pay for the cost of storage of the Goods, or shall at the request of Jigsaw Fitness make arrangements for the secure storage of the Goods at the Contract Site;
- 10.1.7 The Client shall pay for the cost of returning the Goods to Jigsaw Fitness, and of redelivery of the Goods to the Contract Site;
- 10.1.8 The Client shall pay an Additional Charge for the wasted cost of labour (including stand-down costs) for the days and personnel allocated to delivery, installation or any other Services; and
- 10.1.9 Jigsaw Fitness shall be entitled to invoice the Customer for all Goods and Services as if they had been delivered or performed when planned by Jigsaw Fitness.
Inspection and Acceptance
11.1 The Customer shall inspect any Goods or Services immediately on delivery, and Jigsaw Fitness shall not be responsible for any errors, omissions, faults, damage or shortages discoverable on reasonable inspection unless the Customer notifies Jigsaw Fitness within 3 days from and including the day of delivery.
11.2 If any Goods or Services are rejected, the Customer shall allow Jigsaw Fitness a reasonable opportunity to correct the Goods or Services, by replacing or repairing them at Jigsaw Fitness’s option. The Customer shall sign any written document reasonably required by Jigsaw Fitness to confirm receipt of the Goods or Services.
12.1 Risk in any Goods will pass to the Customer when they are delivered to the Customer or any representative or carrier of the Customer.
12.2 Where the Goods are to be installed, risk will pass from the moment they are brought onto the Contract Site. The Customer shall not be entitled to claim under or to the proceeds of any insurance maintained by Jigsaw Fitness in respect of the Goods.
13.1 Title to all Goods shall remain with Jigsaw Fitness until Jigsaw Fitness has received payment in full, of the Price and all Additional Charges due under this Agreement.
13.2 Jigsaw Fitness shall be entitled to enter any premises where the Goods are situated to repossess the same if Jigsaw Fitness is entitled to or is reasonably likely to become entitled to terminate this Agreement for breach, non-payment or insolvency of the Customer.
14.1 Jigsaw Fitness shall be entitled to withhold delivery of any Goods and suspend performance of this Agreement (including suspending manufacture, stopping any Goods in transit and suspending any Services), if:
- 14.1.1 Any amounts payable by the Customer to Jigsaw Fitness are overdue on any account whatsoever, and the Customer fails to pay those overdue charges within 7 days of demand from Jigsaw Fitness; or
- 14.1.2 Jigsaw Fitness has reasonable grounds for considering that the Customer will not pay or be able to pay for the Goods or Services; and in either case, Jigsaw Fitness may make an Additional Charge for any resulting additional or wasted cost and expense. The suspension will end when the Customer pays for such Goods or Services and any overdue amounts or provides a bank guarantee for payment in terms satisfactory to Jigsaw Fitness.
15.1 Where Jigsaw Fitness is to provide any training concerning the Goods, then unless otherwise stated in the Contract Documents, a free day’s training is included in cost, which the Customer shall allow to be provided at the location where the Goods are installed.
15.2 If the Customer fails to attend the training, then the Customer shall pay for the cost of that training (including the cost of the trainer and any venue), and for the cost of any further training in advance.
Layout and Positioning Advice
16.1 In the event that Jigsaw Fitness agrees to design a layout or advise the Customer in relation to positioning of the Goods at the Contract Site, it shall do so having regard to the provisions of the relevant legislation and other reasonable safety considerations.
16.2 By requesting that Jigsaw Fitness provide either or both a layout design and positioning advice, the Customer recognises the need to comply with all relevant legislation and safety standards with regard to positioning the Goods.
16.3 Jigsaw Fitness shall be entitled to charge the Customer for the provision of layout design and positioning advice supplied under this Agreement and the Customer agrees to pay the Price for such Services.
16.4 Jigsaw Fitness shall not have any liability (including in negligence) to the Customer for any financial loss or any other damage or loss insofar as such loss or damage is caused by or otherwise attributable to:
16.5 Any failure by the Customer to ensure compliance exactly with the layout design or other recommendations made by Jigsaw Fitness, whether incorporated into drawings or otherwise, regarding the layout or positioning of the Goods for use at the Contract Site; or the layout or positioning of the Goods howsoever to the extent that Jigsaw Fitness has not provided layout and positioning advice to the Customer.
16.6 The Customer shall indemnify, and keep Jigsaw Fitness indemnified fully, on-demand from and against all and any liability Jigsaw Fitness may incur or suffer actual or threatened as a result of: any failure on the part of the Customer to comply exactly with any design or recommendation provided by Jigsaw Fitness; or the layout or positioning of the Goods howsoever to the extent that Jigsaw Fitness has not provided layout and positioning advice to the Customer.
Charges and Payment
17.1 The Charges for the Goods and/or Services respectively, shall be as set out in the Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services.
17.2 Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods (including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage) and/or the performance of the Services.
17.3 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services to which the VAT invoice relates.
17.4 Following Delivery of the Goods and in respect of the Services, the Supplier shall invoice the Customer as specified in the Agreement.
17.5 In consideration of the supply of the Goods and/or the Services, as the case may be, by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than thirty (30) days after receipt of a valid invoice.
17.6 If payment is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the rate of 4% per annum above the base rate of Barclays Bank plc from the due date to the date payment is made
18.1 Unless otherwise stated in the Contract Documents, Jigsaw Fitness shall be entitled to make an Additional Charge for:
- (1) the costs of delivery, carriage, insurance in transit, and installation of any Goods, if the Goods are to be delivered to the Customer’s premises;
- (2) any customs duties or taxes payable in respect of the Goods or their import or export;
- (3) travel, accommodation and subsistence which may be required in providing any Goods or Services;
- (4) any additional and/or wasted expenditure, costs, work or labour incurred by Jigsaw Fitness as a result of any interruptions, delays, hindrances, or additional work, or the provision of any installation or other services or works outside Normal Working Hours, due to any cause other than the neglect or default of Jigsaw Fitness (including any delay in performance, breach, and non-performance of this Agreement by the Customer for any reason, any delay, act or omission of any of the Customer’s staff or contractors, and any errors or omissions in any information provided by the Customer).
18.2 Where Jigsaw Fitness is entitled to make an Additional Charge under this Agreement, it may charge for all labour provided at its prevailing labour rates, and for all additional goods and materials provided at cost plus 40%, together with all reasonable additional wasted labour and other costs and expenses. Any labour rates are charged at a full day’s rate, whether work is carried out for all or part of a day.
Currency and Payment Method
19.1 The Customer shall pay the Price and all Additional Charges in Pounds Sterling by bank transfer to the account nominated by Jigsaw Fitness.
Invoicing and Payment
20.1 Jigsaw Fitness will invoice the Customer for the Price and any Additional Charges in accordance with the terms of this Agreement. Unless otherwise agreed:
- 20.1.1 Jigsaw Fitness will invoice the Price for all Goods or Services upon acceptance of order and payment shall be made at this time
- 20.1.2 Jigsaw Fitness may invoice for any Additional Charges when they are incurred, and payment shall be made within 7 days of receipt of invoice.
20.2 Customer shall pay the Price and all Additional Charges in full without any set-off, counterclaim, deduction or withholding, except for deductions or withholdings required by law.
20.3 The Customer shall pay all costs and expenses (including legal costs) incurred by Jigsaw Fitness in enforcing payment of the Price or any Additional Charges and/or repossessing any Goods.
21.1 The Customer shall do all within its power or control to assist and facilitate the performance of this Agreement by Jigsaw Fitness and shall perform its obligations within a reasonable time sufficient to enable Jigsaw Fitness to perform this Agreement.
21.2 The Customer shall promptly provide Jigsaw Fitness on request with all information that Jigsaw Fitness requires for this Agreement. Jigsaw Fitness shall have no liability to the Customer for any errors, omissions or defects in any information provided by the Customer.
Intellectual Property Rights
22.1 The Customer acknowledges that all copyright, design rights, and other intellectual property rights in and to the goods and all trademarks used on or in relation to the goods are and shall remain sole and absolute property of Jigsaw Fitness or the third party that owns them, and that no right, licence, title or interest is granted or transferred in respect of them to the Customer unless specifically detailed in the agreement.
Maintenance and Use
23.1 The Customer shall: (1) carry out all regular inspection, cleaning, oiling and other maintenance of the Goods specified by Jigsaw Fitness; and (2) supervise the use of the Goods by users with a view to preventing and deterring misuse of the Goods.
23.2 As a condition of the warranty under this Agreement, the Customer shall maintain written records in the form specified by Jigsaw Fitness of all maintenance carried out by the Customer and provide copies of such records to Jigsaw Fitness on request.
24.1 The Parties acknowledge that for the purposes of the Data Protection Legislation:
24.2 Where the Parties share business contact information (such information being limited to the names and business telephone numbers and email addresses of employees responsible for the administration and management of the Agreement (“Business Contact Information”)) each Party is a separate independent Controller of the information that they receive from the other Party; and
24.3 Where the Supplier Processes Personal Data of the Customer other than Business Contact Information, such Processing activities shall be detailed in a Schedule of Processing and the Customer is the Controller and the Supplier is the Processor.
24.4 The Parties shall comply with all Data Protection Legislation in relation to any Personal Data processed and neither Party shall, by act or omission, put the other Party in breach of the Data Protection Legislation.
25.1 Where any claim is made against Jigsaw Fitness ( the ultimate holding company of Jigsaw Fitness, or any subsidiary of such ultimate holding company) for personal injury or death caused by the Goods or otherwise arising out of use of the Goods, and this is due to:
- The negligence or breach of the Agreement by the Customer
- The failure by the Customer to maintain, care for or supervise the use of the Goods
- Any misuse, excessive wear or damage to the Goods caused by users of the Goods
then the Customer shall indemnify Jigsaw Fitness, (such holding company or subsidiary) from and against such claims, including against any damages awarded or reasonable settlements made, and all legal and other costs involved in investigating, defending and dealing with such claims, whether or not Jigsaw Fitness (or such holding company or subsidiary) is ultimately held to be liable or accepts liability.
26.1 Jigsaw Fitness warrants that on delivery: all Goods will substantially conform to the agreed specifications, be of satisfactory quality, be new and be free from material damage, and shall comply with all applicable U.K. safety standards and legislation; and all Services will be provided with reasonable care and skill.
26.2 Where Jigsaw Fitness gives a warranty with respect to any parts in the Contract Documents for any stated period, Jigsaw Fitness warrants that those parts will continue to function safely and not break or wear out for that stated warranty period under normal usage and wear and tear, and any other warranty express or implied as to the quality of those parts shall not apply.
26.3 Where Jigsaw Fitness gives a warranty with respect to any labour in the Contract Documents for any stated period, Jigsaw Fitness agrees that where any repairs or replacements of parts are required in required as a result of a breach of any Warranty in relation to the Goods, Jigsaw Fitness will not charge for any work involved in carrying out any such repairs or replacements.
26.4 Where any warranty period is given, unless otherwise stated in the Contract Documents, such warranty period will run from the date on which the Goods or Services are first delivered. The warranty period for any replacement parts or repair work will run for no longer than the warranty period for the Goods to which that part is fitted or repair work is carried out.
- 5 Jigsaw Fitness shall have no obligation to support any Goods, whether by spare parts or repairs following the end of the warranty period stated for such Goods, except as otherwise expressly agreed in writing with the Customer. Unless otherwise stated in the Contract Documents, no Warranty shall apply to consumables which are expected to be replaced through the lifetime of the product.
26.6 Jigsaw Fitness shall not be liable for any claim under a Warranty: (1) notified to Jigsaw Fitness later than 30 days after the Customer becomes or ought reasonably to have become aware of the circumstances giving rise to a claim under the Warranty; (2) in the case of a Warranty given on delivery, notified to Jigsaw Fitness later than 6 months from the date of delivery; (3) in the case of any Warranty given for a stated period, notified to Jigsaw Fitness later than 1 month after the end of that period.
26.7 When reporting a claim under a Warranty, the Customer shall provide full details of the claim and the serial number of the Goods. If the Customer sends the wrong serial number, Jigsaw Fitness may make an Additional Charge to the Customer for collecting any incorrect parts sent and sending the correct parts, and for sending staff to the Customer’s premises to conduct repairs or replacements with the incorrect parts.
26.8 The Customer shall allow Jigsaw Fitness a reasonable opportunity to inspect any Goods subject to a claim under a Warranty, and the Customer shall at Jigsaw Fitness’s request take the Goods out of use and hold them ready for inspection. The Customer shall give Jigsaw Fitness a reasonable opportunity to correct any breach of Warranty, and in rectifying any breach Jigsaw Fitness may repair or replace any Goods or re-perform any Services. This shall be Jigsaw Fitness’s only liability under a Warranty. 26.9 Where a part is reasonably able to be fitted by the Customer, that part will be sent to the Customer and the Customer will be responsible for fitting the part.
26.10 Unless a warranty as to labour is expressly given in the Contract Documents, the Customer shall pay an Additional Charge for all labour involved in repairing any Goods or replacing any parts arising out of a claim under a Warranty, including travel to any premises where the Goods are located. The Customer shall be responsible for carrying out and for the cost of opening up, dismantling, demolishing and/or reinstatement of any premises or structure required which enable Jigsaw Fitness to repair any Goods or replace any parts on any Goods.
26.11 If Jigsaw Fitness disputes the breach of Warranty, Jigsaw Fitness may elect to correct the alleged breach of Warranty, and may make an Additional Charge for this work. Jigsaw Fitness will refund any such charge if it is subsequently agreed or determined to be a breach. If Jigsaw Fitness carries out any inspection, investigation or rectification work in relation to a claimed breach of Warranty, and it is later found not to have been a breach of warranty, the Customer shall pay to Jigsaw Fitness an Additional Charge for all such work, including the cost of all persons sent out to inspect the Goods or carry out any work and parts supplied.
27.1 Jigsaw Fitness shall not be liable under any Warranty in respect of any matter, circumstance, malfunction, fault or damage
- Discoverable on inspection at the time of delivery or acceptance of any Goods or Services
- Resulting from or constituting normal deterioration or wear and tear
- Resulting from any modifications, alterations, or additions, maintenance or repairs to the Goods made by any person other than Jigsaw Fitness;
- Resulting from misuse of the Goods or failure to handle, store, site, install, use, treat, maintain, and repair the Goods in accordance with any instructions provided by Jigsaw Fitness
- Arising when the Customer could have taken reasonable steps to prevent further damage
- Arising from any other cause whatever other than the default or negligence of Jigsaw Fitness.
28.1 Where Jigsaw Fitness is entitled to make an Additional Charge for any work, parts or services, Jigsaw Fitness will give a quotation, and the Customer shall sign a written authorisation for such work. Jigsaw Fitness will not be obliged to carry out such work or services or provide such parts until that authorisation is provided.
29.1 All Warranties given in respect of the Goods will automatically become void if:
- (1) the Customer moves the Goods to any other premises
- (2) any modifications, repairs or replacements of parts are carried out to the Goods by any person other than Jigsaw Fitness;
- (3) the Customer fails to maintain the Goods as required by Jigsaw Fitness or to produce when requested complete written records of such maintenance.
29.2 Jigsaw Fitness will not unreasonably withhold its consent to the Goods being subject to the Warranty again, provided that the Customer pays an Additional Charge for a Jigsaw Fitness preventative maintenance visit to inspect the state of the Goods, and for correction of any third party work which is defective in the opinion of Jigsaw Fitness. However, Jigsaw Fitness will not assume responsibility for any work carried out by any third party not approved by Jigsaw Fitness.
Exclusion of all other warranties
30.1 All warranties, conditions, or terms implied by statute, common law, custom, trade or otherwise with respect to the condition, standard, quality, performance, operation, fitness or suitability of the Goods or Services are excluded to the fullest extent permitted by law.
Limitation of Liability
31.1 The liability which Jigsaw Fitness is limiting and/or excluding in this Agreement (the “Default Liability”) is Jigsaw Fitness’s liability to the Customer for or arising out of
- (1) any breach of this Agreement or any collateral agreement;
- (2) negligence or breach of statutory duty in performing or otherwise in connection with this Agreement
- (3) the acts or omissions of Jigsaw Fitness’s officers, employees, agents or contractors in the course of performance of or otherwise in connection with this Agreement
- (4) misrepresentation (other than fraudulent) in connection with this Agreement
- (5) any Goods or Services not conforming to the requirements of this Agreement or any Warranty
- (6) or any other liability arising under or out of this Agreement, in each case whether such liability is in contract, tort, statute or otherwise howsoever.
31.2 Jigsaw Fitness does not limit or exclude its Default Liability for personal injury or death due to its negligence, or for fraud or fraudulent misrepresentation, or the statutory rights of a consumer, or any other liability to the extent that it may not be excluded by law.
32.1 Jigsaw Fitness’s Default Liability for the cost of repairing or replacing any property lost, damaged or destroyed, shall be limited to £1,000,000 in aggregate for all events and circumstances giving rise to such.
33.1 Where Jigsaw Fitness is carrying out any work at the premises of the Customer and damage to the premises or property of the Customer is an inevitable, unforeseeable or not reasonably avoidable consequence of such work then Jigsaw Fitness shall have no liability for such damage.
34.1 With the exception of liability in respect of loss or damage to property covered in the Clause entitled “Property Damage”, Jigsaw Fitness’s total liability for all events of Default Liability in aggregate shall be limited to the total Price payable for the Goods or Services.
35.1 In any event, with the exception of liability for loss or damage to property covered in the Clause entitled “Property Damage”, Jigsaw Fitness’s total liability for all events of Default Liability in aggregate shall not exceed £50,000.
Liability Completely Excluded
36.1 In any event Jigsaw Fitness excludes and shall not have any Default Liability for
- Any special, indirect or consequential loss,
- Any loss of profit, use, anticipated savings, data, production, business, revenue, use, contract or goodwill
- Any costs or expenses, liability, commitment, contract or expenditure incurred in reliance on or expectation of the Goods being provided in accordance with this Agreement
- Losses suffered by third parties or any liability of the Customer to any third party.
Suspension and Termination
37.1 Jigsaw Fitness shall be entitled to terminate this Agreement with immediate effect, if the Price or any Additional Charges shall become overdue and shall not be paid within 7 days after demand from Jigsaw Fitness.
37.2 Either party may terminate this Agreement immediately by notice to the other party, if the other is in material breach which is either not capable of remedy, or if capable of remedy is not remedied within 30 days of notice of the breach.
38.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.
38.2 If the dispute cannot be resolved by the Parties within one (1) month of being escalated, the dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the “Mediator”) chosen by agreement between the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.
38.3 If the Parties fail to appoint a Mediator within one (1) month, or fail to enter into a written agreement resolving the dispute within one (1) month of the Mediator being appointed, either Party may exercise any remedy it has under applicable Law.
38.4 The obligations of the Parties under the Agreement shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Supplier and the Staff shall comply fully with the requirements of the Agreement at all times.
39.1 Jigsaw Fitness may terminate this Agreement at any time immediately by notice to the Customer if the Customer (or any partner of the Customer who is a partnership) shall
- be unable to pay its debts (within the meaning of Section 123 or Section 268 of the Insolvency Act 1986 as applicable), or
- be liquidated or wound up or declared bankrupt, or
- have a petition for winding up or bankruptcy presented against it which is not withdrawn in 30 days, or
- pass a resolution for voluntary winding up, or
- have a petition for the appointment of an administrator presented against it, or
- have an administrator, receiver or administrative receiver appointed to the whole or any part of its undertaking or assets, or
- convene any meeting of its creditors or make an arrangement or otherwise compound or compromise with its creditors; or
- if any equivalent event happens to the Customer under the laws of any relevant jurisdiction.
40.1 This Agreement constitutes the entire agreement between Jigsaw Fitness and the Customer and cancels and supersedes any and all previous or collateral agreements, arrangements, understandings, commitments, representations, or communications (whether oral or written, express or implied) between Jigsaw Fitness and the Customer relating to the subject matter of this Agreement. Other than for the express written terms of this Agreement, the Customer acknowledges and agrees that in entering into this Agreement it has not relied on any warranty, statement, or representation of Jigsaw Fitness or any other person relating to this Agreement or the subject matter of this Agreement. Nothing in this Clause shall affect any liability of Jigsaw Fitness for fraudulent misrepresentation.
40.2 Each of the Parties represents and warrants to the other that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under the Agreement, and that the Agreement is executed by its duly authorised representative.
40.3 A person who is not a party to the Agreement shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of the Parties.
40.4 The Agreement cannot be varied except in writing signed by a duly authorised representative of both the Parties.
Transfer and Sub-Contracting
41.1 The Customer shall not be entitled assign or transfer this Agreement without the prior written consent of Jigsaw Fitness. The Customer agrees that it is contracting on its own account and not as agent for any other person. Jigsaw Fitness may sub-contract its obligations under this Agreement.
Third Party Rights
42.1 Except as stated in the clause entitled “Indemnity” in the section entitled “Customer’s Obligations”, no person other than Jigsaw Fitness and the Customer shall have the benefit of or be entitled to enforce or rely on any term of this Agreement, and the Contracts (Rights of Third Parties) Act 1999 shall not apply. Jigsaw Fitness and the Customer may cancel or vary any of the terms of this Agreement without the consent of any other person.
43.1 No variation to this Agreement shall be valid unless agreed to in writing by an authorised representative of Jigsaw Fitness. Invalid Terms Each of the terms of this Agreement is separate and severable. If any term is held to be void or invalid by any court, it shall be severed from this Agreement, and the remaining terms of this Agreement shall continue in full force and effect.
44.1 Notices under this Agreement shall be in writing and sent by hand, recorded delivery, first class post or fax to the other party at its address stated in this Agreement, or such other address as that party may notify to the other party to be its address for notices from time to time. Notices shall be deemed to be received: if sent by hand, or recorded delivery, on delivery; if sent by first class post, on the 2nd day following the day of posting; if sent by facsimile, on completion of uninterrupted transmission.
45.1 In this Agreement a reference to a person includes a reference to a company or other body corporate, association, partnership or individual; a reference to the singular shall include the plural and vice versa; a reference to any gender shall include every gender
46.1 This Agreement shall be governed by and interpreted in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.