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PARQ Hardware Sale Agreement

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Written by PARQ Support
Updated over 3 weeks ago

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.

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