Terms & Conditions
Terms and Conditions of Business.
1.1 Definitions. In these Terms
and Conditions, the following definitions apply:
Business Day: a day (other than a
Saturday, Sunday or a public holiday) when banks in London are open for
Commencement Date: has the
meaning set out in clause 2.2
Conditions: these terms and
conditions as amended from time to time in accordance with clause 16.7.
Contract: the contract between
the Supplier and the Customer for the supply of Goods and/or Services in
accordance with these Terms and Conditions.
Customer: the person or firm who
purchases the Goods and/or Services from the Supplier.
Deliverables: the deliverables
set out in the Order.
Delivery Location: has the
meaning set out in clause 4.2
Force Majeure Event: has the
meaning given to it in clause 15.1.
Goods: the goods (or any part of
them) set out in the Order.
Goods Specification: any written specification for the Goods
specified by the relevant goods manufacturer (or by the Supplier), including
any relevant plans or drawings.
Intellectual Property Rights: all
patents, rights to inventions, utility models, copyright and related rights,
trademarks, service marks, trade, business and domain names, rights in trade
dress or get-up, rights in goodwill or to sue for passing off, unfair
competition rights, rights in designs, rights in computer software, database
right, topography rights, moral rights, rights in confidential information
(including know-how and trade secrets) and any other intellectual property
rights, in each case whether registered or unregistered and including all
applications for and renewals or extensions of such rights, and all similar or
equivalent rights or forms of protection in any part of the world.
Order: the Customer's order for
the supply of Goods and/or Services, as set out the Customer's purchase order
or sent electronically, or the Customer's written or electronic acceptance of
the Supplier's quotation, as the case may be.
Services: the services (if any),
including the Deliverables, supplied by the Supplier to the Customer as set out
in the Service Specification (which may include installation or repair
Service Specification: the description or specification for the
Services provided in writing by the Supplier to the Customer.
Chemometrics Ltd. (AN-ITA) Limited (registered in England and Wales with
company number 7799042), registered office 28 Longford Road Southport PR8 4JS
Supplier Materials: has the
meaning set out in clause 8.1(g).
1.2 Construction. In these Terms
and Conditions, the following rules apply:
(a) a person includes a natural
person, corporate or unincorporated body (whether or not having separate legal
(b) a reference to a party
includes its personal representatives, officers, successors or permitted
(c) a reference to a statute or
statutory provision is a reference to such statute or statutory provision as
amended or re-enacted. A reference to a statute or statutory provision includes
any subordinate legislation made under that statute or statutory provision, as
amended or re-enacted;
(d) any phrase introduced by the
terms including, include, in particular or any similar expression shall be
construed as illustrative and shall not limit the sense of the words preceding
those terms; and
(e) a reference to writing or
written includes faxes and e-mails.
2. Basis of Contract
2.1 The Order constitutes an
offer by the Customer to purchase Goods and/or Services in accordance with
these Terms & Conditions.
2.2 The Order shall only be
deemed to be accepted when the Supplier issues written acceptance of the Order
(or, if earlier, when the Supplier performs the Services and/ or delivers the
Goods, as the case may be) at which point, and on which date the Contract shall
come into existence (Commencement Date).
2.3 The Contract constitutes the
entire agreement between the parties. The Customer acknowledges that it has not
relied on any statement, promise or representation made or given by or on
behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings,
descriptive matter or advertising issued by the Supplier and any descriptions
of the Goods or illustrations or descriptions of the Services contained in the
Supplier's catalogues or brochures are issued or published for the sole purpose
of giving an approximate idea of the Services and/or Goods described in them.
They shall not form part of the Contract or have any contractual force.
2.5 These Terms and Conditions
apply to the Contract to the exclusion of any other terms that the Customer
seeks to impose or incorporate, or which are implied by trade, custom, practice
or course of dealing.
2.6 Any quotation given by the
Supplier shall not constitute an offer and is only valid for a period of 14
days from its date of issue (unless an alternative validity period is specified
in the quotation).
2.7 All of these Terms and Conditions
shall apply to the supply of both Goods and Services except where application
to one or the other is specified.
3.1 The Goods are described in
the Supplier's catalogue or the relevant manufacturer’s sales literature, as
modified by any applicable Goods Specification.
3.2 To the extent that the Goods
are to be manufactured in accordance with a Goods Specification supplied by the
Customer, the Customer shall indemnify the Supplier against all liabilities,
costs, expenses, damages and losses (including any direct, indirect or
consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal and other reasonable professional costs and expenses)
suffered or incurred by the Supplier in connection with any claim made against
the Supplier for actual or alleged infringement of a third party's intellectual
property rights arising out of or in connection with the Supplier's use of the
Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the
right to amend the specification of the Goods if required by any applicable
statutory or regulatory requirements.
4. Delivery of Goods
4.1 The Supplier shall ensure
(a) each delivery of the Goods is
accompanied by a delivery note which shows the relevant Customer and Supplier order
reference numbers, the type and quantity of the Goods (including the Supplier’s
code number of the Goods, where applicable), special storage instructions (if
any) and, if the Order is being delivered by instalments, the outstanding
balance of Goods remaining to be delivered; and
(b) if the Supplier requires the
Customer to return any packaging material to the Supplier, that fact is clearly
stated on the delivery note. The Customer shall make any such packaging
materials available for collection at such times as the Supplier shall
reasonably request. Returns of packaging materials shall be at the Customer's
4.2 Where it has been agreed that
the Goods will be delivered by the Supplier, the Supplier shall arrange for the
delivery the Goods to the location set out in the Order or such other location
as the parties may agree (Delivery Location) at any time after the Goods are
ready. Alternatively, where it has been agreed that the Customer will collect
the Goods from the Supplier, delivery will be effected by the Customer
collecting the Goods from the Supplier at 28 Longford Road Southport PR6 4JS UK
or such other location as may be advised by the Supplier before delivery
(Collection Location) within 3 Business Days of the Supplier notifying the
Customer that the Goods are ready.
4.3 Delivery of the Goods shall
be deemed to be completed after 3 Business Days from the Supplier notifying the
Customer that the Goods are made available for collection, or where it has been
agreed that the Goods will be delivered by the Supplier; 3 Business Days post commencement
of the delivery of the Goods.
4.4 Any dates quoted for delivery
of the Goods are approximate only, and the time of delivery is not of the
essence. The Supplier shall not be liable for any delay in delivery of the
Goods that is caused by a Force Majeure Event or the Customer's failure to
provide the Supplier with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods.
4.5 If the Customer fails to
accept or take delivery of the Goods within 3 Business Days of the Supplier
notifying the Customer that the Goods are ready, then:
(a) delivery of the Goods shall be deemed to have been completed at 11:59
pm on the 3rd Business Day following the day on which the Supplier notified the
Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place and
charge the Customer for all related costs and expenses (including insurance).
4.6 In instances where Goods are
to be collected by the Customer, if 10 Business Days after the Supplier
notified the Customer that the Goods were made available for collection and the
Customer has not taken delivery of the Goods (deemed to be delivered on the 3rd
Business Day), the Supplier may resell or otherwise dispose of part, or all of
the Goods. The Supplier may charge the Customer reasonable storage, insurance
and associated costs for those Goods. Such remunerations are in addition to the
Contract value and will not discharge the Customer from their contractual obligations.
4.7 The Customer shall not be
entitled to reject the Goods if the Supplier delivers up to and including 5%
more or less than the quantity of Goods ordered, but a pro-rata adjustment
shall be made to the Order invoice on receipt of notice from the Customer that
the wrong quantity of Goods was delivered.
4.8 The Supplier may deliver the
Goods by instalments, which may be invoiced and paid for separately. Any delay
in delivery or defect in an instalment shall not entitle the Customer to cancel
any other instalment.
4.9 The quantity of any
consignment of Goods as recorded by the Supplier upon despatch from the
Supplier’s place of business shall be conclusive evidence of the quantity
received by the Customer on delivery unless the Customer can provide evidence
proving the contrary.
4.10 All Goods supplied by the
Supplier must be examined and checked upon receipt by the Customer, and any
Goods shortages, discrepancies and damage revealed by such examination must be
reported to the Supplier within a period of 3 Business Days.
4.11 The Supplier shall not be
liable for any non-delivery or shortages of Goods, or discrepancies in the
quantity of Goods supplied (even if caused by the Supplier’s negligence) unless
written notice is given to the Supplier within 3 Business Days of the date when
the relevant Goods would in the ordinary course of events have been received.
The Supplier shall have no liability for any failure to deliver the Goods to
the extent that such failure is caused by a Force Majeure Event, or the
Customer's failure to provide the Supplier with adequate delivery instructions
for the Goods or any relevant instruction related to the supply of the Goods.
4.12 The Supplier shall not be
liable for any Goods damaged in transit (where delivered by the Supplier) or
errors with Goods supplied (even if caused by the Supplier’s negligence) unless
written notice is given to the Supplier within 3 Business Days of the date of
delivery or collection (as the case may be).
4.13 Any liability of the
Supplier for non-delivery or shortages of Goods, or for damage or errors to
Goods for which the Supplier is responsible shall be limited to replacing any
affected Goods within a reasonable time or issuing a credit note at the
pro-rata Contract rate against any invoice raised for such Goods.
5. Quality of Goods
5.1 Due to the nature of the
Goods and their production to the specification(s) of the Customer, the
supplier cannot give any warranties.
5.2 The Supplier shall not be
liable for the Goods' failure to comply if:
(a) the defect arises because the Customer
failed to follow the Supplier's oral or written instructions as to the storage,
installation, commissioning, use or maintenance of the Goods or (if there are
none) good trade practice;
(b) the defect arises as a result
of the Supplier following any drawing, design or Goods Specification supplied
by the Customer;
(c) the Customer alters or
repairs such Goods without the written consent of the Supplier;
(d) the defect arises as a result
of fair wear and tear, wilful damage, negligence, or abnormal working
(e) the Goods differ from their
description or the Goods Specification as a result of changes made to ensure
they comply with applicable statutory or regulatory standards.
5.3 In circumstances where the
Customer has given notice to the Supplier of the non-conformance of Goods to
Customer specification(s), but does not provide reasonable co-operation to the
Supplier to allow the Supplier to collect the Goods, the Supplier shall (upon
notice to the Customer) be entitled to make a reasonable charge to the Customer
for repeat attempts made to collect the Goods from the Customer, or
alternatively to require the Customer to return the Goods to the Supplier's
place of business at its own cost.
5.4 The terms of these Conditions
and warranties shall apply to any repaired or replacement Goods supplied by the
6. Title & Risk
6.1 The risk in the Goods shall
pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not
pass to the Customer until the Supplier has received payment in full (in cash
or cleared funds) for:
(a) the Goods; and
(b) any other goods that the Supplier has supplied to the Customer in
respect of which payment has become due.
6.3 Until title to the Goods has
passed to the Customer, the Customer shall not without the prior consent of the
Supplier resell or use the Goods (in the ordinary course of its business or
otherwise) and shall:
(a) hold the Goods on a fiduciary
basis as the Supplier's bailee;
(b) store the Goods appropriately
and separately from all other goods held by the Customer so that they remain
readily identifiable as the Supplier's property;
(c) not remove, deface or obscure
any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in
satisfactory condition and keep them insured against all risks for their full
price on the Supplier's behalf from the date of delivery;
(e) notify the Supplier
immediately if it becomes subject to any of the events listed in clause 13.1(b)
to clause 13.1(i); and
(f) give the Supplier such
information relating to the Goods as the Supplier may require from time to
6.4 If before title to the Goods
passes to the Customer the Customer becomes subject to any of the events listed
in clause 13.1(b) to clause 13.1(i), or the Supplier reasonably believes that
any such event is about to happen and notifies the Customer accordingly, then,
provided the Goods have not been resold, or irrevocably incorporated into
another product, and without limiting any other right or remedy the Supplier
may have, the Supplier may at any time require the Customer to deliver up the
Goods and, if the Customer fails to do so promptly, enter any premises of the
Customer or of any third party where the Goods are stored in order to recover
7. Supply of Services
7.1 The Supplier shall provide
the Services to the Customer in accordance with the Service Specification in
all material respects.
7.2 The Supplier shall use all
reasonable endeavours to meet any performance dates for the Services agreed by
the Supplier in writing, but any such dates shall be estimates only and time
shall not be of the essence for the performance of the Services.
7.3 The Supplier shall have the
right to make any changes to the Services which are necessary to comply with
any applicable law or safety requirement, or which do not materially affect the
nature or quality of the Services, and the Supplier shall notify the Customer
in any such event.
7.4 The Supplier warrants to the
Customer that the Services will be provided using reasonable care and skill.
8. Customer's Obligations
8.1 The Customer shall:
(a) ensure that the terms of the
Order and (if submitted by the Customer) the Goods Specification are complete
(b) co-operate with the Supplier
in all matters relating to the Services;
(c) provide the Supplier, its
employees, agents, consultants and subcontractors, with access to the
Customer's premises, office accommodation and other facilities as reasonably
required by the Supplier to provide the Services; (d) provide the Supplier with
such information and materials as the Supplier may reasonably require to supply
the Services, and ensure that such information is accurate in all material
(e) prepare the Customer's
premises for the supply of the Services;
(f) obtain and maintain all
necessary licences, permissions and consents which may be required for the
Services before the date on which the Services are to start; and
(g) keep and maintain all
materials, equipment, documents and other property of the Supplier (Supplier Materials)
at the Customer's premises in safe custody at its own risk, maintain the
Supplier Materials in good condition until returned to the Supplier, and not
dispose of or use the Supplier Materials other than in accordance with the
Supplier's written instructions or authorization.
8.2 If the Supplier's performance
of any of its obligations in respect of the Services is prevented or delayed by
any act or omission by the Customer or failure by the Customer to perform any
relevant obligation (Customer Default):
(a) the Supplier shall without
limiting its other rights or remedies have the right to suspend performance of
the Services until the Customer remedies the Customer Default, and to rely on
the Customer Default to relieve it from the performance of any of its
obligations to the extent the Customer Default prevents or delays the
Supplier's performance of any of its obligations;
(b) the Supplier shall not be
liable for any costs or losses sustained or incurred by the Customer arising
directly or indirectly from the Supplier's failure or delay to perform any of
its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse
the Supplier on written demand for any costs or losses sustained or incurred by
the Supplier arising directly or indirectly from the Customer Default.
9. Charges & Payment
9.1 The price for Goods and
Services shall be the price set out in the Order (subject where applicable to
clause 9.2) or, if no price is quoted, the price set out in the Supplier's
published price list as at the date of delivery. The price of the Goods is
exclusive of all costs and charges of packaging, insurance, transport of the
Goods, which shall be paid by the Customer when it pays for the Goods.
9.2 In respect of any Contract
with a total Contract price of less than £100 GBP (excluding VAT), an
additional administration/handling charge of £7.50 GBP (excluding VAT) will be
charged to the Customer. This administration/handling charge will be added to
the Supplier’s invoice and payable by the Customer together with the remainder
of the Contract price.
9.3 The Supplier reserves the
(a) increase its standard daily
fee rates for the charges for the Services by giving the Customer written
notice of any such increase a reasonable time in advance of the proposed date
the increase will take effect. If such increase is not acceptable to the
Customer, it shall notify the Supplier in writing within 2 weeks of the date of
the Supplier's notice and the Supplier shall have the right without limiting
its other rights or remedies to terminate the provision of the Services under
the Contract by giving written notice to the Customer; and/or
(b) increase the price of the
Goods, by giving notice to the Customer at any time before delivery, to reflect
any increase in the cost of the Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign
exchange fluctuations, increases in taxes and duties, and increases in labour,
materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s),
quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of
the Goods or failure of the Customer to give the Supplier adequate or accurate
information or instructions in respect of the Goods.
9.4 In respect of Goods and
Services, the Supplier shall invoice the Customer on or at any time after
completion of delivery, except where explicitly described otherwise by the
9.5 The Customer shall pay each
invoice submitted by the Supplier:
(a) within 14 days of the date of
the invoice; and
(b) in full and in cleared funds
to a bank account nominated in writing by the Supplier, and time for payment
shall be of the essence of the Contract.
9.6 All amounts payable by the
Customer under the Contract are exclusive of amounts in respect of value added
tax chargeable from time to time (VAT) and any applicable duties and other
levies payable on the Goods. Where any taxable supply for VAT purposes is made
under the Contract by the Supplier to the Customer, the Customer shall, on
receipt of a valid VAT invoice from the Supplier, pay to the Supplier such
additional amounts in respect of VAT (together with any duties and other
levies) as are chargeable on the supply of the Services or Goods at the same
time as payment is due for the supply of the Services or Goods.
9.7 Without limiting any other
right or remedy of the Supplier, if the Customer fails to make any payment due
to the Supplier under the Contract by the due date for payment (Due Date), the
Supplier shall have the right to charge interest on the overdue amount at the
rate of 6% per annum above the then current Lloyds Bank PLC base rate accruing
on a daily basis from the Due Date until the date of actual payment of the
overdue amount, whether before or after judgment, and compounding daily.
9.8 The Customer shall pay all
amounts due under the Contract in full without any deduction or withholding
except as required by law and the Customer shall not be entitled to assert any
credit, set-off or counterclaim against the Supplier in order to justify
withholding payment of any such amount in whole or in part. The Supplier may,
without limiting its other rights or remedies, set off any amount owing to it
by the Customer against any amount payable by the Supplier to the Customer.
10. Intellectual Property Rights
10.1 The supply of Goods by the
Supplier shall not confer any right upon the Customer to use any of the
Supplier’s trade marks (except in the re-sale of the Goods in the packaging
supplied by the Supplier), or any of the Supplier’s patents, design rights or
other industrial or intellectual property rights, and at all times such
patents, trademarks, design rights and other industrial or intellectual
property rights shall remain the absolute property of the Supplier (or its
suppliers). All Intellectual Property Rights in or arising out of or in
connection with the Services shall be owned by the Supplier.
10.2 All materials, equipment,
documents and other property of the Supplier are the exclusive property of the
Supplier. All written information, drawings, artwork, images and diagrams
(excluding the Goods themselves) prepared by the Supplier in relation to the
supply of Goods or Services and the copyright therein and all other items owned
by the Supplier and used in the production of the Goods shall remain the
property of the Supplier and shall be returned by the Customer on demand. All
such information shall be treated as confidential and shall not be copied or
reproduced or disclosed to any third party without the prior written consent of
10.3 The Customer acknowledges
that, in respect of any third-party Intellectual Property Rights in the
Services and/or Goods, the use of any such Intellectual Property Rights is
conditional on the Customer obtaining a written licence from the relevant
licensor on such terms as will entitle the Supplier to license such rights to
the Supplier and the Customer.
10.4 All Supplier Materials are
the exclusive property of the Supplier.
A party (Receiving Party) shall
keep in strict confidence all technical or commercial know-how, specifications,
inventions, processes or initiatives which are of a confidential nature (and
should be indicated as such) and have been disclosed to the Receiving Party by
the other party (Disclosing Party), its employees, agents or subcontractors,
and any other confidential information concerning the Disclosing Party's
business or its products or its services which the Receiving Party may obtain.
The Receiving Party shall restrict disclosure of such confidential information
to such of its employees, agents or subcontractors as need to know it for the
purpose of discharging the Receiving Party's obligations under the Contract,
and shall ensure that such employees, agents or subcontractors are subject to
obligations of confidentiality corresponding to those which bind the Receiving
Party. This clause 11 shall survive termination of the Contract.
12. Limitation of Liability
12.1 The Supplier shall not under
any circumstances what so ever be liable for any harm or loss, financial or
otherwise, whether directly or indirectly caused, in contract, tort (including
negligence) or restitution, or for breach of statutory duties or
misrepresentation, or otherwise.
12.2 Notwithstanding 12.1, the
Supplier’s total liability in respect of all other losses arising under or in
connection with the Contract, shall in all circumstances be limited to the true
amount of the loss and in any event, an amount not exceeding the Contract
12.3 The terms implied by
sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by
sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the
fullest extent permitted by law, excluded from the Contract.
12.4 Clause 12.1 shall survive termination
of the Contract.
13.1 Without limiting its other
rights or remedies, the Supplier may terminate the Contract with immediate
effect by giving notice to the other party if:
(a) the other party commits a
material breach of its obligations under this Contract and (if such breach is
remediable) fails to remedy that breach within 14 days after receipt of notice
in writing of the breach;
(b) the other party suspends, or
threatens to suspend, payment of its debts or is unable to pay its debts as
they fall due or admits inability to pay its debts or (being a company) is
deemed unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986 or (being an individual) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in either case, within
the meaning of section 268 of the Insolvency Act 1986 or (being a partnership)
has any partner to whom any of the foregoing apply;
(c) the other party commences
negotiations with all or any class of its creditors with a view to rescheduling
any of its debts, or makes a proposal for or enters into any compromise or
arrangement with its creditors other than (where a company) for the sole
purpose of a scheme for a solvent amalgamation of that other party with one or
more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice
is given, a resolution is passed, or an order is made, for or in connection
with the winding up of the other party (being a company) other than for the
sole purpose of a scheme for a solvent amalgamation of the other party with one
or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an
individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of
the other party attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against,
the whole or any part of its assets and such attachment or process is not
discharged within 14 days;
(g) an application is made to
court, or an order is made, for the appointment of an administrator or if a
notice of intention to appoint an administrator is given or if an administrator
is appointed over the other party (being a company);
(h) a floating charge holder over
the assets of the other party (being a company) has become entitled to appoint
or has appointed an administrative receiver;
(i) a person becomes entitled to
appoint a receiver over the assets of the other party or a receiver is
appointed over the assets of the other party;
(j) any event occurs, or
proceeding is taken, with respect to the other party in any jurisdiction to
which it is subject that has an effect equivalent or similar to any of the
events mentioned in clause 13.1(b) to clause 13.1(i) (inclusive);
(k) the other party suspends,
threatens to suspend, ceases or threatens to cease to carry on, all or
substantially the whole of its business; or
(l) the other party (being an individual)
dies or, by reason of illness or incapacity (whether mental or physical), is
incapable of managing his own affairs or becomes a patient under any mental
13.2 Without limiting its other
rights or remedies, the Supplier may terminate the Contract or (at its
discretion) suspend the supply of Services or all further deliveries of Goods
under the Contract or any other contract between the Customer and the Supplier
(a) the Customer fails to make
pay any amount due under this Contract on the due date for payment; or
(b) the Customer becomes subject
to any of the events listed in clause 13.1(b) to clause 13.1(i), or the
Supplier reasonably believes that the Customer is about to become subject to
any of them.
13.3 Unless the Customer is
entitled to terminate the Contract in any of the circumstances identified in
clause 13.1, the Contract (or any Goods or instalments of Goods comprised in
the Contract) may only be cancelled by the Customer with the Company’s prior
written consent. In relation to the foregoing, in respect of any Goods:
(a) which are standard stock
items of the Supplier, upon cancellation the Company shall be entitled to
invoice the Customer an administration and re-stocking charge equal to 40% of
the value of the Contract (or where only some Goods are cancelled, 40% of the
value of the Goods cancelled) excluding VAT;
(b) which are not standard stock
items and are purchased by the Supplier from its own supplier for resale to the
Customer, the Supplier does not permit the Customer to cancel unless the
Supplier is able to cancel its order with its own supplier, in which case the
Customer will be responsible for payment of the Supplier’s administration
charges of an amount to be specified by the Supplier (to include any
re-stocking charges of the Supplier’s own suppliers); and/or
(c) which are made (or adapted)
to the Customer’s own specification, the Supplier will not permit the Customer
to cancel a Contract for the supply of these items.
13.4 Termination of the Contract,
however arising, shall not affect any of the parties' rights and remedies that
have accrued as at termination. Clauses which expressly or by implication
survive termination of the Contract shall continue in full force and effect.
14. Consequences of Termination
On termination of the Contract
for any reason:
(a) the Customer shall
immediately pay to the Supplier all of the Supplier's outstanding unpaid
invoices and interest and, in respect of Services supplied but for which no
invoice has yet been submitted, the Supplier shall submit an invoice, which
shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all
of the Supplier Materials and any Deliverables which have not been fully paid
for. If the Customer fails to do so, then the Supplier may enter the Customer's
premises and take possession of them. Until they have been returned, the
Customer shall be solely responsible for their safe keeping and will not use
them for any purpose not connected with this Contract;
(c) the accrued rights and
remedies of the parties as at termination shall not be affected, including the
right to claim damages in respect of any breach of the Contract which existed
at or before the date of termination or expiry; and
(d) clauses which expressly or by
implication have effect after termination shall continue in full force and
15. Force Majeure
15.1 For the purposes of this
Contract, Force Majeure Event means an event beyond the reasonable control of
the Supplier including but not limited to strikes, lock-outs or other
industrial disputes (whether involving the workforce of the party or any other
party), failure of a utility service or transport network, act of God, war,
riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant
or machinery, fire, flood, storm or default of suppliers or
15.2 The Supplier shall not be
liable to the Customer as a result of any delay or failure to perform its
obligations under this Contract as a result of a Force Majeure Event.
15.3 If the Force Majeure Event
prevents the Supplier from providing any of the Services and/or Goods for more
than 4 weeks, the Supplier shall, without limiting its other rights or
remedies, have the right to terminate this Contract immediately by giving
written notice to the Customer.
16.1 Assignment and
(a) The Supplier may at any time
assign, transfer, charge, subcontract or deal in any other manner with all or
any of its rights under the Contract and may sub-contract or delegate in any
manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not,
without the prior written consent of the Supplier, assign, transfer, charge,
subcontract or deal in any other manner with all or any of its rights or
obligations under the Contract.
(a) Any notice or other
communication required to be given to a party under or in connection with this
Contract shall be in writing and shall be delivered to the other party
personally or sent by prepaid first-class post, recorded delivery or by
commercial courier, at its registered office (if a company) or (in any other
case) its principal place of business, or sent by fax to the other party's main
fax number or sent by e-mail to the other party’s designated email address for
(b) Any notice or other
communication shall be deemed to have been duly received if delivered
personally, when left at such address or, if sent by prepaid first-class post
or recorded delivery, at 9.00 am on the second Business Day after posting, or
if delivered by commercial courier, on the date and at the time that the
courier's delivery receipt is signed, or if sent by fax or email, on the next
Business Day after transmission.
(c) This clause 16.2 shall not
apply to the service of any proceedings or other documents in any legal action.
16.3 Waiver. A waiver of any
right under the Contract is only effective if it is in writing and shall not be
deemed to be a waiver of any subsequent breach or default. No failure or delay
by a party in exercising any right or remedy under the Contract or by law shall
constitute a waiver of that or any other right or remedy, nor preclude or
restrict its further exercise. No single or partial exercise of such right or
remedy shall preclude or restrict the further exercise of that or any other
right or remedy.
(a) If a court or any other
competent authority finds that any provision of the Contract (or part of any
provision) is invalid, illegal or unenforceable, that provision or
part-provision shall, to the extent required, be deemed deleted, and the
validity and enforceability of the other provisions of the Contract shall not
(b) If any invalid, unenforceable
or illegal provision of the Contract would be valid, enforceable and legal if
some part of it were deleted, the provision shall apply with the minimum
modification necessary to make it legal, valid and enforceable.
16.5 No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, constitute a
partnership or joint venture of any kind between any of the parties, nor
constitute any party the agent of another party for any purpose. No party shall
have authority to act as agent for, or to bind, the other party in any way.
16.6 Third parties. A person who
is not a party to the Contract shall not have any rights under or in connection
16.7 Variation. Except as set out
in these Terms and Conditions, any variation, including the introduction of any
additional terms and conditions, to the Contract shall only be binding when
agreed in writing and signed by the Supplier.
16.8 Governing law and
jurisdiction. This Contract, and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including
non-contractual disputes or claims), shall be governed by, and construed in
accordance with, English law, and the parties irrevocably submit to the
exclusive jurisdiction of the courts of England and Wales.