These terms and conditions (the “Agreement”), between ATEN and You (the “User”) sets forth the terms and conditions to use one of the pre-selected agreed product modelVP1920 or VP2730 (the “Demo unit”) for the sole purpose of evaluation for up to 30 days from the date of shipment of the product to your facilities, (the “Demo Period”) before deciding to buy a VP1920 or VP2730. User hereby agrees that the Demo Unit(s) on loan shall be subject to the following terms and conditions:
1. The try & buy program (also referred to as 'evaluation' or 'loan') is only available for professional users with a valid VAT number in the United Kingdom.
2. During the Demo Period, the Demo Unit shall be operated by the User only and shall be used only for the intended evaluation purpose and in strict accordance with the operating instructions for the Demo Unit. User shall use the Demo Unit and/or any part thereof in the normal course of User's operations. User shall not lend or otherwise make the Demo Unit or any part thereof available to a third party. The User shall not remove or relocate the Demo Unit or any part thereof from its facility without prior written notification to ATEN UK.
3. During the Demo Period, the Demo Unit shall at all times, remain the exclusive property of ATEN UK. User shall ensure that the Demo Unit in its possession shall at all times be readily identifiable by ATEN UK as ATEN UK property on User's premises. In the event a third party claims to have any right, takes, threats or attempts to take possession of the Demo Unit or any part thereof, the User shall advise ATEN UK thereof without any delay and follow ATEN UK instructions.
4. During the Demo Period and until the moment of return by the User of the Demo Unit, the Demo Unit shall be under the care, custody and control of the User. The User shall, at its own cost and expense, keep the Demo Unit in good condition and proper working order and use no less than a reasonable degree of care to safeguard, to maintain and operate the Demo Unit. User shall be liable for any damage to or loss of the Demo Unit while in User's custody and control until the redelivery. The User shall immediately contact the customer care service of ATEN UK. In case of damage, the User agrees to pay the cost for repair/refurbishment at ATEN UK terms (unless otherwise agreed in writing). Should they be required, repairs, swaps or potential updates/upgrades of the Demo Unit are to be performed exclusively by ATEN UK authorized service technician.
5. ATEN UK shall deliver the Demo Unit to the agreed upon location at its cost and risk. Any additional operational costs or expenses (e.g. transport, installation, etc) may be invoiced as agreed upon. Notwithstanding the foregoing, ATEN UK shall pay for the transportation cost of the demo unit to the User. The User will pay for the costs of the return to include a tracking number(s) to be delivered to ATEN UK, 466 Malton Avenue, Slough, SL1 4QU.
6. This Agreement shall terminate and the User's right to possession of the Demo Unit shall immediately cease: (i) upon the end of the Demo Period; or, (ii) if the User defaults on any of the terms of this Agreement; or, (iii) if any proceeding under any bankruptcy or insolvency laws is instituted by or against the User; or, (iv) the User makes any assignment of its property for the benefit of its creditors.
7. ATEN's User may purchase or return the item(s) at any time during the evaluation period. At the end of the Demo Period, the User shall be given the opportunity to buy a VP1920 or VP2730 by issuing a sales order to ATEN UK at the then prevailing and agreed terms and conditions. The evaluation period could be extended with another 14 days based on subject to an email request to ATEN UK and is subject to availabilities.
8. Upon expiration or termination of the Demo Period, the User shall return the Demo Unit to ATEN UK in good condition. If the Demo Unit or any part thereof is not returned within the said up to 30 days or exceeds 60 days without returns or further email notification, ATEN UK will bill the User's order plus applicable tax and shipping, including the limited warranty contained therein. All returned ATEN evaluation product(s) needs to be returned with all original packing and shipping materials; including original box, manual and warranty information. Returned ATEN product evaluation equipment without the original packing and shipping material are subject to being invoiced.
9. Any Demo Unit which is damaged, not working and/or missing will be invoiced by ATEN UK to the User at list price pursuant to this Agreement, as the case may be in addition to aforementioned indemnity, and without the need of a separate purchase order or other formality. The remedies under this clause are in addition to and not exclusive from any other remedies available under this Agreement, by law or in equity.
10. The User shall, at its care and expense, subscribe and maintain operative during the Demo Period an insurance policy covering (i) any bodily injury to User's employees, officers, directors or any other third party caused by or resulting from the Demo Unit or in connection therewith; (ii) any loss of or damage to any and all property of User's employees, officers and directors or any other third party caused by or resulting from the Demo Unit or in connection therewith; and (iii) any loss of or damage to the Demo Unit or any part thereof.
11. The User shall be liable, indemnify and hold harmless ATEN UK, its employees, officers and directors against any and all claims, actions, suit or proceedings, liabilities, damages, losses, costs and expenses, asserted against or incurred against ATEN UK, its employees, officers and directors as result of bodily injury (including without limitation disability, death and disease) or any property damage caused by or resulting from the Equipment or in connection therewith. To the maximum extent permitted by law, ATEN UK's exclusive liability and User's exclusive remedy for any and all claims as to the Demo Unit shall be limited to the value of the Demo Unit. No limitation applies for liability in relation to death or personal injury caused by the negligence of ATEN UK, willful misconduct, gross negligence, intentional acts or other cases where liability may not be excluded or limited by applicable law.
12. The User agrees not to disclose any confidential information received from ATEN UK, whether oral or written or in other tangible forms, to any employees who do not have a specific need to use such information or to any outside party (including contractors) without the prior written consent of ATEN UK. The obligations of confidentiality shall not apply to information which is in the public domain at the time of disclosure or becomes in the public domain without fault or breach of the User. Without limitation, confidential information shall encompass any and all business, financial, marketing, commercial and/or technical information, know-how, trade secrets, inventions, processes, software programs (in source code or compiled form), hardware and software product information and research programs disclosed under this Agreement.
13. Any patents, trademarks, copyrights, and/or any other intellectual property rights and/or any proprietary or confidential information related to the Demo Unit, whether existing prior to the date of this Agreement or developed as of the date hereof, shall remain the property of ATEN UK or its licensor, as the case may be, and nothing herein shall be construed as conferring on the User, its successors or assigns by implication or otherwise, any right, title or interest in, or any license under any intellectual property right, confidential information or other trade secret.
15. By submitting the online form you accept the terms and conditions of the try & buy programme to begin the process. This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes any and all prior oral or written communications between the parties relating to the subject matter hereof.
16. Each party shall be and shall act as an independent contractor and not as an agent, partner of, or joint venture with the other party for any purpose and neither party shall have the right, power, or authority to act or create any obligation, express or implied, on behalf of the other party. Neither party is intended under this Agreement to be a sales agent.
17. Any delay or refraining by either party from enforcing its rights under this Agreement shall not operate as a waiver.
18. This Agreement shall inure to the benefit of the parties, their respective representatives, heirs, successors and assigns. This Agreement may not be assigned by the User without the prior written consent of ATEN UK.
19. In no event shall ATEN UK be precluded from doing any other business either similar to or outside the scope of this Agreement. It is specifically understood that all other business of ATEN UK's core practice shall continue without restriction created by this Agreement.
20. This Agreement shall in all respects be governed by the laws of United Kingdom, without recourse to its conflict of law principles. All disputes arising out of or in connection with this Agreement, shall be exclusively referred to the courts in United Kingdom, but without prejudice to enforcement of any judgment or order thereof in any other jurisdiction.