Terms & Conditions

1.                  Interpretation

1.1              Definitions. In these Conditions, the following definitions apply:

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

Cancellation Period: has the meaning set out in Clause 6.1.

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 18.7.

Contract: the Order between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Consumer: customer protected by the Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Defined under those same acts as an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Delivery Location: has the meaning set out in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 17.1.

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

Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier and set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

Interested Party: ICM Debt Recovery, Dale House, Queensway, Guiseley, Leeds, LS20 9JE.

Order: the Customer’s order (attached to the front of these Conditions) for the supply of Goods and/or Services, signed by both the Supplier and the Customer.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Order.

Supplier: [NAME OF SUPPLIER] registered in England and Wales with company number [NUMBER].

Supplier Materials: has the meaning set out in clause (10.1g)

1.2              Construction. In these Conditions, the following rules apply:

a)              a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

b)              a reference to a party includes its personal representatives, successors or permitted assigns;

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 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 Conditions.

2.2              The Order shall only be deemed to be accepted when the Supplier and the Customer execute the Order 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, representation, assurance or warranty 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 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.

2.7              All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3.                  Goods

3.1              The goods are described in the Order and any Specification.

3.2              The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

3.3              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 use of the Specification by the Supplier. This clause 3.3 shall survive termination of the Contract.

4.                  Delivery

4.1              The Supplier shall ensure that:

a)      each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the 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 materials 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 expense.

4.2              The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location).

4.3         The Supplier will contact the Customer with an estimated delivery date.

4.4         Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.5         Upon delivery of the Goods by the Supplier all responsibility for the Goods passes to the Customer. Where collection or delivery has been organised by the Customer from the Supplier the Goods will be the Customers responsibility from that time.

4.6         Any dates quoted for delivery 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 including any loss, expense, damages or consequential loss, as a result of delay in delivery, for any reason.

4.7              If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be liable for any delay in delivery of the Goods including any loss, expense, damages or consequential loss, as a result of delay in delivery, for any reason.

4.8         If the Customer fails to take delivery or arrange collection 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 9:00 am on the third Business Day after 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).

4.9              If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery or arranged collection of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.10          The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10% more or less of Goods ordered.

4.11          The Supplier may deliver the Goods by instalments. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.12          The Customer will be responsible for payment of any import duties and taxes.

4.13          The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined. The Supplier will not be liable or responsible if the Customer break any such laws or regulations.

5.                  Title and risk

5.1              The risk in the Goods shall pass from the Supplier to the Customer upon delivery of such Goods to the Customer. However, notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full for all Goods delivered to the Customer under this and all other contracts between the Supplier and the Customer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Supplier and the Customer under which the Goods were delivered.  [Company name] reserves the right to enter the Customer’s premises or residence to re-possess any Goods in which it retains title as a result of any non-payment by the Customer as outlined above.

6.                  YOUR CONSUMER RIGHT OF RETURN AND REFUND

6.1              The Customer has the benefit of a 14 day cooling off period where they have a legal right to cancel a Contract for Goods and / or Services under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Consumer Rights Act 2015 (Cancellation Period).

6.2              The Supplier will not begin to supply any Goods and / or Services before the end of the Cancellation Period unless expressly requested to do so by the Customer, at which point the Customer’s cancellation rights will be deemed to have been waived.

6.3              To cancel a Contract, the Customer must notify the Supplier in accordance with clause 18.2, and provide their name, address, telephone number, and the full product details. 

6.4              The Supplier is under a legal duty to supply Goods and / or Services that are in conformity with the Contract. The Customer (so long as they are a consumer) has legal rights in relation to Goods that are faulty or not as described and Services that are not carried out with reasonable skill and care, or if the materials used are faulty or not as described. The Customer will be entitled to a full refund together with any applicable delivery charges, and any reasonable costs incurred in returning the Goods. This right is limited to where the Customer has made the return within 30 days. Otherwise subject to the Customers final right to reject under s24 Consumer Rights Act 2015, the Customer must give the Supplier the chance to make a repair or replacement. The Supplier retains the final choice whether to repair or replace the Goods, and will not repair or replace Goods after 6 months unless the Customer can prove the Goods were faulty on the day the Customer gained possession. These legal rights are not affected by the Customer’s right of return and refund in this clause 6 or anything else in these Terms and Conditions of Supply.

6.5              Advice about the Customer’s legal rights is available from local Citizens’ Advice Bureau or Trading Standards office.

7.                  Quality

7.1              Where the Goods have been supplied by the Supplier, the Supplier warrants that on delivery, and for a period of 6 months from the date of delivery, (warranty period), the Goods shall:

a)             conform in all material respects with their description;

b)             be free from material defects in design, material and workmanship; and

c)             be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

 

This clause 7.1 does not apply where the Goods have been supplied by a third party.

7.2              Subject to clause 7.4, if:

a)             the Customer gives notice in writing to the Supplier during the warranty period and within a reasonable time of discovery, that some or all of the Goods do not comply with the warranty set out in clause 7.1; and

b)             the Supplier is given a reasonable opportunity of examining such Goods; and

c)             the Customer (if asked to do so by the Supplier) returns such Goods to the place of business of the Supplier at the cost of the Customer,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

7.3              The Supplier shall not be liable for failure of the Goods to comply with the warranty set out in clause 7.1 in any of the following events:

a)             the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2; or

b)             the defect arises because the Customer failed to follow the oral or written instructions of the Supplier as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or

c)             the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer; or

d)             the Customer alters or repairs such Goods without the written consent of the Supplier;

e)             the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

f)              the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

7.4              Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 7.

7.5              Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

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

8.                  MANUFACTURER’S GUARANTEE AND DEFECTIVE GOODS

8.1              Some of the Goods may come with a manufacturer’s guarantee. For details of the manufacturer’s guarantee and any applicable terms and conditions, please refer to the manufacturer’s information provided with each set of Goods.

8.2              If you are a consumer, a manufacturer’s guarantee is in addition to, and does not affect, your legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

9.                  Supply of Services

9.1              The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

9.2              The Supplier will supply the Services after the end of the Cancellation Period in clause 6.1, unless the consumer expressly request the supply of Services begins before this date in accordance with clause 6.2.

9.3              The Supplier will make every effort to complete the Services on time. However, the Supplier shall not be liable for any delay in completing the Services, including any loss, expense, damages or consequential loss, as a result of delay in completing the Services, for any reason. Additionally, there may be delays due to a Force Majeure Event (see clause 17).

9.4              The Supplier may need certain information from the Customer that is necessary for the Supplier to provide the Services.  If the Customer does not, after being asked by the Supplier, provide this information, or provides incomplete or incorrect information, the Supplier may make an additional reasonable charge to cover any extra work that is required or may suspend the Services. The Supplier will not be liable for any delay or non-performance where the Customer has not provided the necessary information. The Supplier may also have to suspend the Services to deal with technical problems, or to make improvements as agreed between the Customer and the Supplier in writing. The Supplier will contact the Customer in advance where this occurs, unless the problem is urgent or an emergency. This does not affect the Customer’s obligation to pay for any Goods and/or Services that the Supplier has already provided.

9.5              In some circumstances, a third party may provide the Services (Third Party Services). The Supplier will notify the Customer where this is the case. By placing an order for Third Party Services, the Customer will be entering in to a direct contractual relationship with the third party providing those Third Party Services. The Customer must unconditionally accept these Terms and Conditions of Supply and the terms and conditions of any third party (in respect of the Third Party Services that they supply) if they want to proceed with the order.

9.6              Where the services provided are performed by a third party, the Supplier will not supervise or accept any responsibility or liability for the works of that third party. 

9.7              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.

9.8              The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

10.              Customer’s obligations

10.1          The Customer shall:

a)             ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

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 as reasonably required by the Supplier;

d)             provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

e)             prepare the Customer’s premises for the supply and installation of the Services;

f)              obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

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 authorisation;

h)             ensure that an area is made available for delivery of the Goods, such area to be of sufficient size and condition;

i)               ensure that the installation area is of a sufficient size and is clear, and free of obstruction;

j)               remove all the Supplier’s waste after the completion of the Services; and

k)             comply with any additional obligations as set out in the Specification.

10.2          If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default), or for any delays caused by trades work or other contractors who precede the work performed by our employees or agents,

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 10.2; 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.

11.              Charges and payment

11.1          The price for Goods shall be the price set out in the Order. 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.

11.2          The charges for Services shall be the installation fee and deposit as set out in the Order, payable on the day of installation.

11.3          The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

11.4          The Supplier may 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:

a)             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);

b)             any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

c)             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.

11.5          The Supplier shall charge the Customer’s credit or debit card in accordance with the details set out within the Order. If such charge is unsuccessful, this will be deemed as a failure to pay by the Customer.

11.6          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). 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 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.

11.7          The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. 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.

12.              Intellectual property rights

12.1          All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

12.2          The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

12.3          All Supplier Materials are the exclusive property of the Supplier.

13.              Confidentiality

13.1     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 Goods 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. This clause 13 shall survive termination of the Contract.

14.              Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

14.1          Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

a)             death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

b)             fraud or fraudulent misrepresentation;

c)             breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

d)             breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

e)             defective Goods under the Consumer Protection Act 1987.

14.2          Subject to clause 14.1:

a)             the Supplier shall under no circumstances whatever be liable to the Customer, 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 Contract ; and

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

14.3          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.

14.4          This clause 14 shall survive termination of the Contract.

15.              Limitation of liability

15.1          If the Supplier breaches these Conditions, the Supplier is responsible for loss or damage the Customer suffers that is a foreseeable result of the breach, but the Supplier shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of the breach or if it was contemplated by the Customer and the Supplier at the Commencement Date.

15.2          The Supplier shall only supply the Goods for domestic use. The Customer agrees not to use the Goods for any commercial, business or resale purposes, and the Supplier has no liability to the Customer for any loss of profit, loss of business, business interruption, loss of business opportunity, damages, expense or any consequential loss.

15.3          The Supplier does not in any way exclude or limit liability for:

a)             death or personal injury caused by the Supplier’s negligence;

b)             fraud or fraudulent misrepresentation;

c)             breach of the terms implied by sections 12, 13, 14 and 15 of the Sale of Goods Act 1979 and sections 2, 3, 4 and 5 of the Supply of Goods and Services Act 1982 (title and quiet possession, description, satisfactory quality, fitness for purpose and samples); or

d)             defective Goods under the Consumer Protection Act 1987.

16.              Termination

16.1          Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written 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 7 days after receipt of notice in writing to do so;

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 or limited liability partnership) 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;

d)             the other party (being an individual) is the subject of a bankruptcy petition or order;

e)             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;

f)              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;

g)             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 16.1b) to clause 16.1f) (inclusive);

h)             the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

i)               the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

j)               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 health legislation.

16.2          Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

16.3          Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 16.1b) to clause 16.1j), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

16.4          On termination of the Contract for any reason: 

a)             the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid sums and interest.

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 effect.

17.              Force majeure

17.1          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 Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, 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 subcontractors.

17.2          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.

17.3          If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 12 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.

18.              General

18.1          Assignment and other dealings.

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

18.2          Notices.

a)             Any notice or other communication given to a party under or in connection with this 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 prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.

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 18.2(d); 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 e-mail, one Business Day after transmission.

c)             The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

d)             The supplier’s address is set out within the Order.  

18.3          Severance.

a)             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.

b)             If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.4          Waiver. A waiver of any right under the Contract or law 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 prevent or restrict its 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.

18.5          No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

18.6          Third parties. Save for an Interested Party, a person who is not a party to the Contract shall not have any rights to enforce its terms.

18.7          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 Supplier.

18.8          Governing law. This agreement 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 the law of England and Wales.

18.9          Enforcement

a)             Each of the paragraphs of these Terms and Conditions of Supply operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

b)             If the Supplier fails to insist that the Customer performs any of its obligations under these Terms and Conditions, or if the Supplier does not enforce its rights against the Customer, or if the Supplier delays in doing so, that will not mean that the Supplier have waived its rights against the Customer and it will not mean that the Customer does not have to comply with those obligations. If the Supplier does waive any default by the Customer, the Supplier will only do so in writing, and that will not mean that the Supplier will automatically waive any later default by the Customer.

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