This Hardware Sale Agreement (“Hardware Sale Agreement”) forms part of, and is subject to, the PARQ Master Service Agreement (“MSA”) entered into between PARQ LTD, a company incorporated in England and Wales (“PARQ”), and the client identified in the applicable proposal, order form, or agreement block (“Client”).
Capitalised terms not defined in this Hardware Sale Agreement have the meaning given in the MSA.
1. Scope of Hardware Sale
PARQ agrees to sell, and the Client agrees to purchase, the hardware devices described in the applicable Order (the “Hardware”), including but not limited to PARQ Controllers and related accessories, if any.
This Hardware Sale Agreement governs only the sale of Hardware and does not cover software access, SaaS services, payment processing, or hardware rental, which are governed by separate agreements.
2. Orders and Acceptance
Hardware sales are subject to acceptance by PARQ and are confirmed through an applicable Order.
Each Order shall specify, at a minimum:
hardware description and quantity
unit price and currency
delivery terms
applicable taxes and charges
3. Price and Payment
The purchase price for the Hardware is set out in the applicable Order.
Unless otherwise stated:
all prices are exclusive of taxes, duties, customs charges, and import fees
the Client is responsible for all such charges
Payment terms are governed by the applicable Order and the MSA.
4. Delivery, Risk, and Import Responsibilities
Delivery terms shall be as specified in the applicable Order.
Unless otherwise expressly agreed:
risk of loss or damage to the Hardware passes to the Client upon dispatch from PARQ’s warehouse or nominated shipping point
the Client is responsible for importation, customs clearance, duties, taxes, and local compliance requirements
PARQ is not responsible for delays caused by shipping carriers, customs authorities, or other third parties.
5. Transfer of Title
Title to the Hardware transfers to the Client upon full payment of the applicable invoice, unless otherwise stated in the Order.
Transfer of title does not include any transfer of intellectual property rights in embedded software, firmware, or related technology.
6. Intellectual Property and Embedded Software
All intellectual property rights in:
embedded software or firmware
system configurations
updates, patches, and enhancements
remain the exclusive property of PARQ or its licensors.
The Client receives no ownership rights in such intellectual property and may use embedded software solely as necessary for the operation of the Hardware in conjunction with PARQ services.
7. Installation and Use
Unless expressly agreed otherwise in writing:
PARQ does not install the Hardware on site
the Client is solely responsible for installation, integration, configuration, and use of the Hardware
PARQ is not responsible for:
third-party installation work
electrical supply, network connectivity, or environmental conditions
compatibility with third-party systems not approved by PARQ
8. Warranty
PARQ warrants that the Hardware will be free from material defects in workmanship and materials for a period of twelve (12) months from the date of delivery, unless otherwise stated in the Order.
This warranty does not apply to defects or failures resulting from:
improper installation or use
misuse, abuse, or negligence
power surges, environmental conditions, or force majeure events
modifications or repairs not authorised by PARQ
PARQ’s sole obligation under this warranty shall be, at its option, to repair or replace the defective Hardware or provide a refund for the affected unit.
9. Exclusions and Disclaimers
Except as expressly stated in this Hardware Sale Agreement:
the Hardware is provided “as is”
PARQ disclaims all implied warranties to the maximum extent permitted by law
PARQ does not guarantee that the Hardware complies with any specific local regulatory, certification, or technical requirements unless expressly stated in writing.
10. Limitation of Liability
The limitation of liability provisions set out in the MSA apply fully to this Hardware Sale Agreement.
Without limiting the foregoing, PARQ shall not be liable for:
indirect or consequential losses
loss of revenue or business
issues arising from installation, operation, or use of the Hardware
11. Export, Compliance, and Local Regulations
The Client is responsible for ensuring that the import, possession, installation, and use of the Hardware complies with all applicable local laws, regulations, and standards.
PARQ makes no representation that the Hardware is certified or approved for use in any specific jurisdiction unless expressly agreed in writing.
12. Relationship to Other Agreements
This Hardware Sale Agreement governs only the sale of Hardware.
Software services, SaaS access, payment gateway services, professional services, and hardware rental are governed by separate agreement blocks or Orders.
In the event of any conflict, the order of precedence set out in the MSA shall apply.
13. Governing Law
This Hardware Sale Agreement is governed by and construed in accordance with the laws of England and Wales, as set out in the MSA.
14. Acceptance
By accepting an applicable Order or purchasing the Hardware, the Client agrees to be bound by this Hardware Sale Agreement and the MSA.
