Terms and conditions

Please note that this document pertains to the terms and conditions of sale and purchase with Clements Engineering. For website terms of use please click here.

TERMS AND CONDITIONS OF SALE 

  1. Quotations

Save as otherwise agreed in writing, any quotation given by Clements Engineering (St. Neots) Limited (‘the Company”)  shall not constitute anything more than an invitation to the person, firm or company to whom it is addressed (‘the Purchaser’) to place an order for goods.  All quotations are subject to variation by the Company in the event of any changes in the price of raw materials, rates of wages or other production costs at any time between the date of the quotation and the acceptance by the Company of the Purchaser’s order No binding obligation on the Company shall arise until such acceptance by the Company, whether in writing or otherwise, of the Purchaser’s order.   The Company reserves the right to amend the specification of the goods if required by any applicable statutory or regulatory requirements.

  1. Application of Conditions

These Terms and Conditions shall govern all contracts for the sale and supply of goods by the Company to the Purchaser.  In the event of any conflict arising between these Terms and Conditions and those printed or otherwise specified on the Purchaser’s order, or any other communication from the Purchaser to the Company relating to the order, these Terms and Conditions shall prevail and any conflicting terms or conditions specified by the Purchaser shall be deemed to be severable and shall be severed from the order or other communication without otherwise affecting the validity thereof.  Any subsequent acceptance by the Company on these Terms and Conditions shall not constitute a counter offer.

  1. Delivery

3.1    Delivery of goods shall be deemed to be made when goods are delivered by the Company or its servant, agent or carrier to the Purchaser’s place of business or to such other place as the Purchaser may reasonably request and, unless otherwise expressly agreed in writing by the Company, goods shall be deemed to have been accepted by the Purchaser upon delivery.

3.2    Time of delivery shall not be of the essence of any contract and the Company shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to deliver by any agreed date.

3.3    The Company expressly reserves the right to deliver goods by instalments and furthermore to suspend deliveries of goods to the Purchaser and/or to terminate any contract without liability in the event of any failure by the Purchaser to comply with any of these Terms and Conditions.

3.4    The Company shall not be liable for any delay in delivery of the goods that is caused by a force majeure event (an event or circumstance beyond the Company’s reasonable control).

  1. Suspension, Deferment and Cancellation of Orders

No suspension, deferment or cancellation of any order by the Purchaser shall be effective unless accepted in writing by the Company and no such suspension, deferment or cancellation shall be so accepted save:

  • In the case of any suspension or deferment on condition that the Purchaser shall compensate the Company in respect of any additional production, storage or other costs or expenses incurred by the Company and
  • In the case of any cancellation on condition that the Company shall be entitled to charge and the Purchaser shall pay to the Company such sums as shall be necessary to compensate the Company for all loss or damage suffered by the Company by reason of such cancellation, including loss of profit.
  1. Payment

5.1    All prices quoted by the Company are exclusive of VAT or any similar tax payable or to be accounted for by the Company in relation to the supply of goods.

5.2    Unless otherwise specifically provided in any quotation or acceptance of order there shall be added to the price of the goods all costs of carriage, packing and insurance incurred by the Company in effecting delivery of the goods together with any applicable VAT or similar tax as aforesaid.

5.3    Payment shall be due in full no later than the last day of the month following the month in which the Company’s invoice is dated.

5.4    If the Purchaser fails to make any payment due to the Company for the goods by the due date for payment, then the Purchaser shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s base rate from time to time.  Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.  The Purchaser shall pay the interest together with the overdue amount.

  1. Carriage and Risk

6.1    Unless expressly agreed in writing, the Company shall be entitled to use any method of carriage and to deliver the goods itself or to employ any carrier it may select.

6.2    Where a carrier is employed, risk in the goods shall pass to the Purchaser upon delivery to that carrier.  Otherwise risk in the goods shall pass to the Purchaser when the goods are loaded onto any vehicle at the Company’s premises in preparation for delivery to the Purchaser.  The Purchaser shall be deemed to have accepted the general conditions of any carrier selected and employed by the Company.

6.3    Unless otherwise agreed in writing, the Company shall as agent for the Purchaser arrange for insurance of the goods in transit to the Purchaser’s premises and shall recharge the Purchaser accordingly in accordance with Clause 5.2 above.

6.4    Neither the Company nor any carrier employed by the Company shall be liable for any loss or damage to any goods in transit or for any shortage on delivery unless notice in writing is given to the Company and the carrier within 3 days of delivery of the goods, or, in the case of total loss of any goods, unless notice in writing is given in writing to the Company and the carrier within 7 days of the date of the consignment (or in the case of goods dispatched by rail within 10 days thereof).

  1. Title to Goods

Until such time as all payments due from the Purchaser to the Company have been received in full, the Purchaser shall hold the goods in a fiduciary capacity as bailee for the Company and:

  • Legal and beneficial ownership of the goods shall remain with the Company and the Purchaser shall store the goods in such a way that they may be clearly identified as the property of the Company and as against any unpaid invoices of the Company; and
  • The Company reserves the right to dispose of the goods and to retake possession thereof at any time at the sole cost and expense of the Purchaser and for that purpose the Company may, by its servants or agents, enter upon any land or premises occupied by the Purchaser and may where necessary sever the goods from any land or buildings occupied by the Purchaser; and
  • If the Purchaser shall incorporate or allow the incorporation of the goods into any other goods or products in any way, legal and beneficial ownership of such goods or products shall forthwith vest in the Company and the Purchaser shall hold such other goods or products in a fiduciary capacity as bailee for the Company and the Purchaser shall comply with the provision of sub-clauses (i) and (ii) above in relation to such other goods or products; and
  • Without prejudice to the foregoing sub-clauses the Purchaser shall be entitled to sell the goods or such other goods or products in the normal course of business provided that any proceeds of sale received shall be held separately in an account opened for such purpose on behalf of the Company to whom the Purchaser shall have a fiduciary duty to account to the extent of its indebtedness.
  1. Warranty

8.1    The Company warrants that the goods will comply with the description stated in any quotation or written acceptance of order (unless subsequently varied in writing) and that for a period of 30 days from delivery the Company will at its option repair or replace as originally ordered without charge any goods returned, carriage paid, to the Company by the Purchaser and alleged to be defective in manufacture and accepted by the Company as such.  Any replacement of goods under this warranty shall not extend the period of warranty.

8.2    The Purchaser acknowledges that:

(i)      the company is not the manufacturer of the materials from which the goods are produced; and

(ii)     the Company is not able to test the materials with any kind of ultrasonic x-ray or other equipment for latent defects in quality of manufacture or otherwise not apparent upon visual inspection.

8.3    The Company makes no warranty that any goods supplied will be fit for any particular purpose whether notified to the Company or not.

8.4    Notwithstanding the provisions of Clauses 8.2 and 8.3 above, the Company undertakes to use all reasonable endeavours to extend to the Purchaser the benefit of any guarantee condition or warranty relating to the goods or the materials from which the goods have been manufactured which may expressly or by implication have been given to the Company by the supplier or otherwise of the goods to the extent to which the same by be capable of assignment and provided that any expense reasonably incurred by the Company in the extension of such benefit to the Purchaser shall be reimbursed to the Company by the Purchaser upon demand.

8.5    Save as expressly provided herein the Company excludes all other warranties and conditions express or implied by law or otherwise with respect to the goods and the Company shall not be liable to the Purchaser for any loss or damage whatsoever (including without prejudice to the generality of the foregoing any liability in contract negligence or any other tort for any indirect consequential or economic loss or for loss of profit or opportunity of any kind) arising directly or indirectly in connection with the contract, the goods or otherwise except insofar as any exclusion or limitation of the Company’s liability hereunder is prohibited void or unenforceable by law.

8.6    If the Purchaser shall not have within the period of 10 working days from the date of delivery of the goods, notified the Company of any damage to or defect in the goods the Company shall have no liability under the warranty.

  1. Intellectual Property

Where the Company supplies goods in accordance with the Purchaser’s design(s) or specification(s) then the Purchaser shall fully indemnify the Company against all claims, actions, penalties, costs and expenses for which the Company may become liable or which may be incurred by the Company arising where the use of such design(s) or specification(s) result in any infringement or alleged infringement of any patent, registered design, copyright, trademark, trade name or other intellectual property rights of any third party.

  1. Health and Safety at Work

The Purchaser’s attention is drawn to Section 6 of the Health and Safety at Work Act 1974.  The Company will make available upon request information relating to the use for which goods have been designed and tested and to any special conditions required to ensure that the goods will as far as reasonably practicable be safe and without risk to health.

  1. Limitation of Liability

11.1  Nothing in these Conditions shall limit or exclude Company liability for:

(i)      death or personal injury caused by its negligence, or the negligence of its employees, agents of subcontractors (as applicable);

(ii)     fraud or fraudulent misrepresentation;

  • Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  • Defective products under the Consumer Protection Act 1987.

11.2  Subject to clause 11.1:

(i)      the Company shall under no circumstances whatsoever be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the goods; and

(ii)     the Company’s total liability to the Purchaser in respect of all other losses arising under or in connection with the goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the goods.

  1. Termination

12.1  Without limiting its other rights or remedies, the Company may terminate the order for goods with immediate effect by giving written notice to the Purchaser if:

(i)      the Purchaser commits a material breach of any term of the order for goods and (if such a breach is remediable) fails to remedy that breach within 10 working days of that party being notified in writing to do so;

(ii)     the Purchaser takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(iii)    the Purchaser suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(iv)    the Purchaser’s financial position deteriorates to such an extent that in the Company’s opinion the Purchaser’s capability to adequately fulfil its obligations under the order for goods has been placed in jeopardy.

12.2  Without limiting its other rights or remedies, the Company may suspend provision of the goods if the Purchaser becomes subject to any of the events listed in clause 12.1(i) to clause 12.1(iv), or the Company reasonably believes that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under the order on the due date for payment.

12.3  Without limiting its other rights or remedies, the Company may terminate the order for goods with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due to the Company on the due date for payment.

12.4  On termination for any reason the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.

12.5  Termination shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach that existed at or before the date of termination.

12.6  Any term hereunder that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

  1. Governing Law

Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the goods shall be governed by and construed in accordance with the law of England and Wales.

  1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute of claim (including non-contractual disputes of claims) arising out of or in connection with the goods.

JRS/DC/CLE0069-16.   2.2.18

TERMS AND CONDITIONS OF PURCHAS

1.             Interpretation

1.1          Definitions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditionsthe terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.

Contractthe contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

CustomerClements Engineering (St Neots) Limited (registered in England and Wales with company number 01588949).

Delivery Datethe date specified in the Order, or, if none is specified, within 14 days of the date of the Order.

Delivery Location: the address for delivery of Goods as set out in the Order.

Goods: the goods (or any part of them) set out in the Order.

Mandatory Policiesthe Customer’s business policies listed in the Schedule, as amended by notification to the Supplier from time to time.

Order: the Customer’s order for the Goods, as set out in the Customer’s written acceptance of the Supplier’s quotation

Specification: any specification for the Goods, including any related plans and drawings, that are agreed in writing by the Customer and the Supplier.

Supplier: the person or firm from whom the Customer purchases the Goods.

1.2          Interpretation:

(a)       a reference to a statute or statutory provision is a reference to such statute or 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;

(b)       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

(c)       a reference to writing or written includes texts, faxes and emails.

2.             Basis of contract

2.1          These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2          The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.3          The Order shall be deemed to be accepted on the earlier of:

(a)       the Supplier issuing a written acceptance of the Order; and

(b)       the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.

2.4          The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3.             The goods

3.1          The Supplier shall ensure that the Goods shall:

(a)       correspond with their description and any applicable Specification;

(b)       be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;

(c)       where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and

(d)       comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2          The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3          The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.4          If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5          The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4.             Delivery

4.1          The Supplier shall ensure that:

(a)       the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

(b)       each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(c)       if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

4.2          The Supplier shall deliver the Goods:

(a)       on the Delivery Date;

(b)       at the Delivery Location; and

(c)       during the Customer’s normal business hours, or as instructed by the Customer.

4.3          Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.4          If the Supplier:

(a)       delivers less than 100% of the quantity of Goods ordered, the Customer may reject the Goods (see clause 4.5); or

(b)       delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.5          The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.

5.             Remedies

5.1          If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following remedies:

(a)       to terminate the Contract;

(b)       to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;

(c)       to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

(d)       to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(e)       to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and

(f)        to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

5.2          If the Goods are not delivered on the Delivery Date the Customer may, at its option, claim or deduct 25% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 75% of the total price of the Goods. If the Customer exercises its rights under this clause 5.2, it shall not be entitled to any of the remedies set out in clause 5.1in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).

5.3          These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.4          The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6.             Title and risk

Title and risk in the Goods shall pass to the Customer on completion of delivery.

7.             Price and payment

7.1          The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.

7.2          The price of the Goods:

(a)       excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)       includes the costs of packaging, insurance and carriage of the Goods.

7.3          No extra charges shall be effective unless agreed in writing with the Customer.

7.4          The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number , the Customer’s order number (if applicable), the Supplier’s VAT registration number and any supporting documents that the Customer may reasonably require.

7.5          The Customer shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

7.6          If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s base rate . Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.

7.7          The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.

8.             Customer materials

The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer material are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.

9.             Indemnity

9.1          The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by the Customer as a result of or in connection with:

(a)       any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

(b)       any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and

(c)       any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

9.2          This clause 9shall survive termination of the Contract.

10.          Insurance

During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

11.          Confidentiality

11.1       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 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, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

11.2       This clause 11shall survive termination of the Contract.

12.          Compliance with relevant laws and policies

12.1       In performing its obligations under the Contract, the Supplier shall:

(a)       comply with all applicable laws, statutes, regulations and codes from time to time in force; and

(b)       comply with the Mandatory Policies.

12.2       The Customer may immediately terminate the Contract for any breach of clause 12.

13.          Termination

13.1       The Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

13.2       Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

(a)       the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;

(b)       the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)       the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d)       the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(e)       the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

13.3       Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

13.4       Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.

14.          Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate the Contract by giving 30 days written notice to the affected party.

15.          General

15.1       Assignment and other dealings

(a)       The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.

(b)       The Supplier may not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.

15.2       Subcontracting.The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

15.3       Entire agreement.The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.4       Variation.Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.

15.5       Waiver. Except as set out in clause 2.4, no failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.6       Severance.If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.7       Notices.

(a)       Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

(b)       A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; 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, one Business Day after transmission.

(c)       This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.

15.8       Third party rights.No one other than a party to the Contract shall have any right to enforce any of its terms.

15.9       Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

15.10    Jurisdiction.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

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