Terms of Service
1. Interpretation
1.1 In these Conditions:
“OUR SITE” means the Interdoor Limited website;
“PRIVACY POLICY” means our privacy policy set out in our Site and which may be viewed at Privacy Policy;
“SERVICE” means the service to be provided by us for allowing you to:
access and browse the information on our Site;
request brochures or any marketing material of Interdoor Limited from us via our Site;
make requests or enquiries of the directors or employees of Interdoor Limited via our Site;
“USER TERMS” means these terms and conditions of service together with the terms and conditions set out in the Privacy Policy;
“WE, US, OUR” means Interdoor Limited;
“YOU” means you, the person who wishes to use our Site and the Service.
1.2 The headings in the User Terms are for convenience only and shall not affect their interpretation.
2. Supply of the Service
We shall provide the Service to you subject to these User Terms. Should we make any changes or additions or updates to the Service or the User Terms the most current version will be posted on our Site. By using the Service you are deemed to have accepted the User Terms.
3. Terms of Use of Our Site and the Service
3.1 It is important that you read and understand the User Terms that will apply to you before proceeding. If there is any term that you do not understand or do not wish to agree to then please do not proceed to use our Site. Only use our Site if you wish to be bound by these User Terms. Our Site is designed to appeal to members of the public who are over the age of 16, by using our Site you warrant and represent that you are 16 years of age or over. We may request proof of age.
3.2 You agree to use our Site for your own, personal use and understand that we may terminate your use of our Site at any time for any reason whatsoever upon notice.
4. Inputting Data on Our Site
4.1 In order to use the Services you shall at your own expense either provide us with or alternatively input on our Site, in accordance with our instructions, true, accurate, current and complete information about yourself (including any credit or debit card information) (“the Personal Information”).
4.2 If you provide any information that is untrue, inaccurate, not current or incomplete, or incorrect, or illegible, or out of sequence or in the wrong form we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete or incorrect, or illegible, or out of sequence or in the wrong form we have the right to suspend or terminate your use of the Service.
4.3 We shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation whatsoever incurred by you arising from any Personal Information or instructions or data whatsoever supplied by you which is untrue, inaccurate, not current, incomplete, incorrect, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of you.
4.4 You warrant that any material whatsoever you supply us and/or put onto our Site will not infringe the copyright or other rights of any third party, and you shall indemnify us against any loss, damages, costs, expenses or other claims arising from any such infringement.
4.5 You agree to indemnify and hold us and our subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including, but not limited to, consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever arising from any third party claim in relation to any content you input, upload, post or e-mail on or through our Site or your use of our Site.
5. Privacy Policy
Details provided by you and certain other information about you is subject to our Privacy Policy. By using our Site you agree to be bound by our Privacy Policy. You must review this policy before proceeding and if you do not you will be in breach of these User Terms.
6. On Line Conduct
6.1 You understand that all data, text, software, music, sound, photographs, graphics, video, messages or other materials (“content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which the content originated. This means that you, and not us, are entirely responsible for all content that you upload, post or e-mail via our Site. We do not control the content posted on our Site and therefore do not guarantee the accuracy, integrity or quality of the content.
6.2 Under no circumstances will we be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of your use of any content. You agree that you must evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness. You also understand that by using our Site, you may be exposed to content that is offensive, indecent or objectionable.
6.3 You agree that you will not use any area or part of our Site to:
6.3.1 upload, post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
6.3.2 harm minors in any way;
6.3.3 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any content;
6.3.4 ‘stalk’ or otherwise harass another;
6.3.5 collect or store personal data about other users;
6.3.6 upload, post or e-mail any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
6.3.7 upload, post or e-mail any content that infringes any intellectual property rights of any party;
6.3.8 upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, or any other form of solicitation;
6.3.9 upload, post or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or
6.3.10 violate any applicable national or international laws or regulations.
6.4 You acknowledge that we do not pre-screen content but that we shall have the right (though not the obligation) in our sole discretion to move, modify or remove any content that is available on or via our Site generally. If we find any of the content described in clauses 6.3.1 to 6.3.10 (inclusive) we reserve the right to terminate your use and access to our Site. You agree to accept responsibility and liability for any loss incurred by us resulting from a breach of any of clause 6 and agree to indemnify us for any such breach for any loss whatsoever directly or indirectly incurred by us.
6.5 If you discover any of the content described in clauses 6.3.1 to 6.3.10 (inclusive) please e-mail Emma Paver at emma.paver@interdoor.uk immediately.
6.6 You further warrant to us that you will not use the Service or our Site for any purpose that is unlawful or prohibited by the User Terms. In particular, you agree not to use the Service to:
6.6.1 manipulate or otherwise alter identifiers in order to disguise the origin of any communication transmitted through the Service and/or our Site;
6.6.2 disrupt or interfere with the operation of the Service, the web site which hosts the Service or any servers or networks connected to our Site;
6.6.3 contravene any law whether UK or international;
6.6.4 not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Service and/or our Site, use of the Service and/or our Site or access to the Service and/or our Site; or
6.6.5 collect or store personal data about other users of the Service.
6.7 You understand and accept that the technical processing and transmission of the Service, may involve
6.7.1 transmissions over various networks; and
6.7.2 changes to conform and adapt to technical requirements of connecting networks or devices.
7. Proprietary Rights
7.1 All text, graphics (including video graphics), pictures, software, source code, sound recordings, music and other materials is protected by copyright and is either owned or licensed to Interdoor Limited.
7.2 You grant to us a world-wide, royalty-free, irrevocable, non-exclusive licence (including the right to sub-license) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) you upload, post or e-mail and/or to incorporate such content in other works in any form, media or technology now known or developed. Notwithstanding the provisions of this clause, if you consider any work by us to be an infringement of any of your intellectual property or other proprietary rights please e-mail Emma Paver at emma.paver@interdoor.uk setting out the details of your claim.
7.3 We are the proprietors of all software used in connection with the Service and our Site except such software which is owned by third parties (“the Software”). We may grant you a personal, non-transferable and non-exclusive right and licence (or sub-licence in the case of third party rights which have been licensed to us) to use the object code of the Software for the purpose of accessing the Software, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Software or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
8. Warranties and Liability
8.1 Where we supply in connection with the provision of the Service or our Site any services supplied by a third party, we do not give any warranty, guarantee or other term as to the quality or skill of these services.
8.2 We are providing our Site on an ‘as is’ basis and make no representations or warranties of any kind with respect to our Site or its contents and disclaim all such representations and warranties. In addition, we make no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in our Site. The information contained in our Site may contain technical inaccuracies or typographical errors. All our liability howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
8.3 Neither we nor any of our directors, employees, partners, agents or other representatives will be liable for loss or damage suffered by you arising out of or in connection with the use of our Site whatsoever or the provision of any services by us. We advise that you do not rely upon any information or advice set out in our Site whatsoever and you should obtain legal advice in relation to all matters covered in our Site before acting on it. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
8.4 We do not warrant or represent or guarantee in any way that your use of the Services or our Site will be secure uninterrupted always available or error-free or will meet your requirements or that any defects in the Services provided by us or our Site will be corrected. We disclaim liability for and no warranty or representation is made in respect of any telephone or other services, including (but not limited to) coverage, range or any interruption in a telephone or other service.
8.5 We do not warrant or represent or guarantee in any way that:
8.5.1 all statements of users of our Site will be true and accurate; or that
8.5.2 the users of our Site will be honest; and neither we nor any of our directors, employees, partners, agents or other representatives will be liable for loss or damage suffered by you arising out of or in connection with any user of our Site provided false or inaccurate information to you or acting in a dishonest manner.
8.6 You accept that there may be links to other Internet web sites on our Site that we neither control or endorse nor have we reviewed any content on these other sites. You acknowledge and agree that we shall not be held liable for or responsible for the legality or accuracy of any content whatsoever located on or through another website that does not belong to us or any loss or damage suffered by you whatsoever arising out of or in connection with the use of these other sites. By offering you these links, we do not either impliedly or expressly endorse anything contained on such web sites or have any association with the operators of such web sites. We also expressly exclude liability for any inaccurate, offensive, defamatory or obscene material that appears on these sites.
8.7 Notwithstanding the foregoing, none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under local law or other statutory rights which may not be excluded nor in any way to exclude or limit our liability to you for death or personal injury resulting from our negligence or that of our employees or agents.
8.8 You agree that we have no responsibility or liability for the deletion or failure to store any messages and other communications maintained or transmitted by the Service. You further acknowledge that we reserve the right to change these general practices and limit at any time, in our sole discretion, with or without notice.
8.9 For the avoidance of doubt, nothing in these User Terms shall exclude or limit any liability for death or personal injury caused as a result of our negligence or the negligence of our servants or agents, or caused by fraud.
9. Responsibility
You agree to be responsible for any direct or indirect loss or damage (including, but not limited to, consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever arising from any third party claim in any jurisdiction in relation to any breach of the provisions of the User Terms by you or your use of the Service or any breach by you of any third party rights.
10. Modification, Suspension and Termination of Service, User Terms and Our Site
10.1 We reserve the right at any time and from time to time in our sole discretion and with or without notice to modify or discontinue, temporarily or permanently, the User Terms, the Service and/or our Site (or any part thereof) or your individual use of the Service and/or our Site.
10.2 Should we decide to modify or discontinue, temporarily or permanently, the User Terms, the Service and/or our Site (or any part thereof) or your individual use of the Service and/or our Site, we will post notification of the changes on our Site. Continued use of the service will signify that you agree to any such changes.
10.3 You agree that we shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the User Terms, the Service and/or our Site (or any part thereof) or your individual use of the Service and/or our Site.
10.4 Our rights under this section are in addition and without prejudice to all of our other rights and remedies.
11. Sanctions
11.1 As soon as we are made aware of activities that breach the User Terms, prompt action will be taken. If you witness such breaches anywhere on our Site, please notify Emma Paver immediately at emma.paver@interdoor.uk.
11.2 On being made aware of any such breaches, we may ban, delete or prohibit any content that relates to those breaches or that we judge harmful to individuals or our rights or any of our subsidiaries, affiliates, employees, officers, agents, licensors or partners.
11.3 We reserve the right to take whatever action we deem necessary to prevent such breaches including your automatic ban from our Site. All incidents will be logged and our decision is final in all such cases.
11.4 Any breaches may lead to us reporting your activities to your Internet service provider, your employer, relevant authorities, or to legal action being taken against you, or both.
11.5 In addition we may at any time move, modify or remove any content or take further legal action as a result of breaches or suspected breaches of the User Terms, any applicable laws or regulations or where our rights or third party rights are threatened or infringed.
11.6 If it becomes necessary to take action in accordance with this clause 11 as a result of you breaching the User Terms, or any applicable laws or regulations or where our rights or third party rights are threatened or infringed you agree:
11.6.1 that we shall not be held liable for any direct or indirect loss or damage (including, but not limited to, consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever you incur resulting from us taking such action; and
11.6.2 you agree to indemnify and hold us and our subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including, but not limited to, consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever arising from any third party claim.
12. Force Majeure
We will attempt to provide you with the Service within a reasonable time.
We shall not be liable to you or be deemed to be in breach of the User Terms or any contract for the provision of Services by us to you by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the User Terms or any contract for the provision of Services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the our reasonable control, however, for the avoidance of doubt, matters regarded as beyond our reasonable control will not be limited to the following:
12.1 Act of God, explosion, flood, tempest, fire or accident;
12.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
12.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
12.4 import or export regulations or embargoes;
12.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or of a third party);
12.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
12.7 power failure or breakdown in machinery, including, but not limited to any machinery owned and/or operated by us.
13. Invalidity
If any part of the User Terms are unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the User Terms will not be affected.
14. Notices
Unless otherwise expressly stated in the User Terms, all notices from you to us must be sent in writing to either Interdoor Limited at 315 Ideal Business Park, National Avenue, Hull, HU4 5JB or to email Emma Paver at emma.paver@interdoor.uk and all notices from us to you will be displayed on our Site from time to time.
15. Third party rights
15.1 Except for our affiliates, directors, employees or representatives, a person who is not a party to the User Terms has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of the User Terms but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
15.2 Consent is not needed from any third party for rescission or amendment (at any time) of the User Terms and no variation to the User Terms nor any supplemental or ancillary agreement to the User Terms shall create any such third party rights unless expressly so stated in any such agreement by you and us.
16. Conflict with Privacy Policy
If there shall be any conflict between the provisions of these User Terms and the provisions of our Privacy Policy then the provisions of these User Terms shall prevail.
17. Waiver
No waiver by us of any breach of the User Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
18. Assignment
18.1 Your rights and obligations under the User Terms are personal to you and you must not transfer this agreement, as it is personal to you, without prior written authority from us.
18.2 You undertake that you shall not nor purport to assign, charge, sub-license, lease or otherwise transfer such rights and obligations in whole or in part.
19. Entire agreement
The User Terms, together with our contact details, set out the whole of our agreement relating to the supply of Services to you by us. Nothing said by any person on our behalf should be understood as a variation of the User Terms or as an authorised representation about the nature or quality of any services offered by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
20. Governing law
20.1 The User Terms and any contract for the supply of services between us shall be governed by and interpreted in accordance with the laws of England and Wales and the English courts shall have jurisdiction to resolve any disputes between us. For the avoidance of doubt the User Terms and any contract for the supply of services between us shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or Services.
20.2 Our Site is targeted at inhabitants of the United Kingdom.
Terms and Conditions with our Customers
1. Interpretation
1.1 Definitions
In these Conditions, the following definitions apply:
Ancillary Specification: any specification that may relate to the Goods or to any part of a building to which the Goods will be fixed, for example:
Opening Sizes
Floor Level
Type of Building
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Collection Location: has the meaning set out in clause 4.3.
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 15.8.
Contract: the contract between us and you for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from us.
Deliverables: the deliverables set out in the Order.
Delivery Location: has the meaning set out in clause 4.2.
Floor Level: the level of the floor over which the Goods may be installed.
Force Majeure Event: has the meaning given to it in clause 15.1(a).
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 you have provided to us in order to prepare a Quotation.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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.
Losses: 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 professional costs and expenses.
On Site Readiness Form: a form submitted by us to you in accordance with clause 4.9 which will include those conditions set out in clause 7.6 together with any other conditions we may include from time to time.
Opening Sizes: the size of the opening (usually in a wall) in which the Goods will be fixed.
Order: your order for the supply of Goods and/or Services, as set out your purchase order form, or your written acceptance of our Quotation, or your letter of intent or written instruction to supply Goods and/or Services (as the case may be).
Services: the services, including the Deliverables, supplied by us to you as set out in the Service Specification or the Order (as the case may be).
Service Specification: the description or specification for the Services provided in writing by us to you or as detailed in an Order from you to us that we have accepted.
Supplier / Us / We: Interdoor Limited registered in England and Wales with company number 01921289.
Supplier Materials: has the meaning set out in clause 8.1(g).
Type of Building: the location of the building in which the Goods will be fixed and environment of the area in which the Goods will be delivered or fixed.
Your Premises: the premises where the Goods will be delivered and/or installed, whether such premises are under your control or otherwise.
1.2 Construction
In these Conditions, the following rules apply:
a references to we, us, ours or ourselves refers to the Supplier;
b references to you, your, yours or yourselves refers to the Customer;
c a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
d a reference to a party includes its personal representatives, successors or permitted assigns;
e 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;
f 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;
g any reference to our Group will include any of our subsidiary companies, our parent company and any subsidiary company of our parent company; and
h save as expressly set out herein, a reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1 On receipt of a written enquiry by you to provide you with a quotation for the supply of Goods and/or Services, we will issue you with a verbal or written quotation (Quotation) based on the Goods Specification or Service Specification or any written instructions delivered to us by you at that time.
2.2 Any Quotation given by us shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue, unless extended by us in writing at any time.
2.3 If you place an Order with us following acceptance of the Quotation, such Order will constitute an offer by you to purchase Goods and/or Services from us in accordance with these Conditions.
2.4 The Order shall only be deemed to be accepted by us when we issue a written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.5 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.
2.6 Without our prior written consent, you may not amend the Contract in any material way once an Order has been accepted by us.
2.7 Save with our prior written consent, the Contract may not be terminated by you after the Commencement Date, other than as permitted in clause 13 of these Conditions.
2.8 On the Commencement Date, we will issue a list of questions (either verbally or in writing) (Customer Questionnaire) to you containing all outstanding questions that we require you to answer prior to the commencement of manufacturing of the Goods.
2.9 We will not commence the manufacture of the Goods unless and until all the questions detailed in the Customer Questionnaire are answered and this is acknowledged and understood by you.
2.10 You acknowledge that we cannot agree to or provide you with a date for delivery of the Goods until all the questions detailed in the Customer Questionnaire are answered and manufacturing is commenced.
2.11 You agree that we cannot be held liable or responsible for our failure to meet any delivery deadline or date stipulated in the Order or any subsequent written instruction from you which we have agreed to, arising out of us not commencing the manufacture of the Goods due to your failure to answer all the questions detailed in the Customer Questionnaire immediately on receipt of the Customer Questionnaire.
2.11 Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services 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 unless expressly stated in the Order.
2.11 Prior to the manufacture and supply of the Goods, we may deliver samples or technical drawings or descriptions of the Goods to you for your approval. If we do this, then such samples or technical drawings or illustrations must be approved by you in writing prior to the commencement of the manufacture of the Goods. Furthermore, if you accept such samples or technical drawings or descriptions, then we shall not be liable or responsible for any Losses incurred by you or any third party arising out of the Goods not being fit for purpose or of satisfactory quality or not meeting your requirements provided that the Goods have been manufactured in accordance with the samples or technical drawings or descriptions that you have approved. Furthermore, you will indemnify us for any Losses we incur as a result of manufacturing and supplying Goods in accordance with samples or drawings or descriptions that you have approved. You also accept and agree to indemnify us for any Losses we or any other third party incurs as a result of delays in the supply of the Goods due under the Contract due to delays by you in approving the samples or technical drawings or illustrations.
2.12 If we manufacture and supply Goods made in accordance with samples, technical drawings or descriptions given to us by you, you acknowledge that we cannot be held responsible for any Goods that do not meet the required specification or quality if such samples, drawings or descriptions were inaccurate. You will indemnify us for any Losses we incur arising out of any samples, drawings or descriptions you have delivered to us for the purposes of manufacturing and supplying the Goods being inaccurate or incomplete in any way.
2.13 We will manufacture and supply the Goods in accordance with the terms of the Order, any written instructions given by you to us and any other Ancillary Specifications you have delivered to us in writing and that we have accepted in writing. We will not be responsible or liable for any defects in the Goods or the Goods not being fit for purpose or the Goods not being to your satisfaction if any terms of the Order, any written instructions or any Ancillary Specifications you have given us are inaccurate or incomplete. For the avoidance of doubt, this will include any inaccuracies in the dimensions of the Opening Sizes given to us. Therefore, if the Opening Sizes given to us by you are inaccurate, the Goods supplied will be of the incorrect size and you will have to place a further order with us for more Goods.
2.14 These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.15 Notwithstanding the terms of clause 2.16, we may incorporate additional terms into the Contract that may be relevant to a specific project or specific Goods.
2.16 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 the goods described in the Goods Specification and those that you have included in the Order.
3.2 Save with our prior written consent, you may not amend the Goods Specification after the Commencement Date. If we give our written consent to amendments to the Goods Specification, for the purposes of these Conditions such amendments will be deemed to be incorporated in, and be part of, the Goods Specification as if such amendments were originally submitted as part of the original Goods Specification.
3.3 To the extent that the Goods are to be manufactured and supplied in accordance with the Goods Specification, you will indemnify us against all Losses suffered or we incur in connection with:
a any amendment to the Good Specification after the Commencement Date; and
b any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Goods Specification
This clause 3.3 shall survive termination of the Contract.
3.4 We may also manufacture and supply the Goods in accordance with any Ancillary Specification delivered to and accepted by us. We will not be responsible or liable for any defects in the Goods or the Goods not being fit for purpose or the Goods not being acceptable to you if any of the Ancillary Specifications you have given to us are inaccurate or incomplete. You will indemnify us against all Losses suffered or incurred by us in connection with:
a any Ancillary Specifications amendment being inaccurate or incomplete; or
b if you amend any of the Ancillary Specifications after the Commencement Date.
3.5 We reserve the right to amend the Goods Specification and/or the Ancillary Specification if required by any applicable statutory or regulatory requirements.
4. Delivery of Goods
4.1 We shall use our reasonable endeavours to 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 and the type and quantity of the Goods; and
b if we require you to return any packaging material to us, that fact is clearly stated on the delivery note. You shall make any such packaging materials available for collection at such times as we shall reasonably request.
4.2 We shall deliver the Goods to the location set out in the Order or such other location as the we may agree with you in writing at any time after we notify you that the Goods are ready for delivery (Delivery Location).
4.3 If the Goods are to be manufactured and supplied “ex works” from our factories, then you shall collect the Goods from our premises at the address detailed in the Quotation or such other location we may advise at least 3 Business Days before the Goods are due to be collected (Collection Location).
4.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location, prior to the off loading of the Goods at the Delivery Location; or, immediately prior to the loading of the Goods onto any transport vehicle at the Collection Location (as the case may be).
4.5 Any dates quoted for delivery or collection of the Goods are approximate only, and the time of delivery or collection is not of the essence. We shall not be liable for any delay in delivery or collection of the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery or collection instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If we fail to deliver the Goods or if we fail to have the Goods ready for collection on the delivery date or the collection date agreed by us, our aggregate liability to you shall be limited to an amount equal to 10 per cent of the value (net of tax) of the Contract. For the avoidance of doubt, we shall have no liability whatsoever to you for any failure to deliver the Goods or any failure to have the Goods ready for collection on the agreed delivery date or agreed collection date to the extent that such failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery or collection instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.7 Save with our prior written consent, the date of delivery or collection cannot be changed by you once we have informed you of that delivery date or we have agreed to any delivery or collection date stipulated by you. If you request the date of delivery or collection to be amended and we agree to such amendment, then we will store the Goods and you will be liable for all related storage costs and expenses (including insurance) incurred by us in the storing of the Goods from the date when the Goods were intended to be delivered or collected until the actual date of delivery or collection together with any loss incurred by cancelling or amending any transportation and/or shipping costs.
4.8 We may deliver the Goods or instruct you to collect the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or collection or defect in an instalment shall not entitle you to cancel any other instalment.
4.9 When we are to unload and/or to install any Goods at Your Premises, prior to any delivery or collection, we shall deliver to you an On-Site Readiness Form to ensure that Your Premises are suitable and safe. You will sign and return the On-Site Readiness Form to us immediately on receiving such form.
4.10 The Goods will not be delivered to the Delivery Location or permitted to be collected by you (if we are to install the Goods but not deliver them) until the On-Site Readiness Form is returned to us correctly signed by you. We will not be liable for any Losses incurred by you or any third party as a result of late delivery or late collection caused by your failure to sign and return the On-Site Readiness Form to us. Furthermore, if we do not deliver the Goods on the agreed delivery date or allow you to collect the Goods on the agreed collection date due to your failure to sign and return the On-Site Readiness Form to us, then we will store the Goods and you will be liable for all related storage costs and expenses (including insurance) incurred by us in the storing of the Goods until the date when we receive the signed On-Site Readiness Form from you and are able to deliver the Goods or you are able to collect the Goods.
5. Quality of Goods
5.1 We warrant that on delivery, the Goods shall:
a conform in all material respects with the Goods Specification or any amendments made to the Goods Specification that have been made at any time with our written consent;
b subject to these terms of these Conditions, including without limitation clauses 2.13, 2.15, 3.4 and 5.11, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
c subject to these terms of these Conditions, including without limitation clauses 2.13, 2.15, 3.4 and 5.11, be fit for any purpose held out by us (in writing).
5.2 Within 24 hours of delivery or immediately on collection of the Goods, you will inspect the Goods. If you reject the Goods for any reason then you must notify us within 24 hours of delivery or collection of the Goods. If you do not notify us that you have rejected the Goods, then you will be deemed to have accepted the Goods and we will be deemed to have complied fully with our warranties given in clause 5.1. The Goods are to be accepted “seen and approved and accepted”.
5.3 You may only reject the Goods if the Goods do not comply with our warranties set out in clause 5.1. If you reject the Goods on collection, we may withhold the Goods at our premises in order to inspect any defects to the Goods without any liability to us.
5.4 You will not be entitled to reject the Goods if you have not notified us in accordance with the terms of clause 5.2. The fact that the Goods are not used or installed or taken out of their packaging immediately after delivery or collection will not negate your reporting obligations set out in clause 5.2.
5.5 Subject to clause 5.4, if:
a you give notice in writing within 24 hours of delivery or collection that some or all of the Goods do not comply with the warranty set out in clause 5.1;
b we are given a reasonable opportunity of examining such Goods; and
c you (if asked to do so by us) return such Goods to our place of business,
we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Should we decide to refund the price of the defective Goods in full, you will not have any right to claim that the Contract has not been performed by us in full or in part.
5.6 We shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
a you make any further use of such Goods after giving a notice in accordance with clause 5.2;
b the defect arises because you have failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice as employed by a suitably qualified person with the experience and knowledge of how to store, install, commission, use or maintain the Goods;
c the defect arises as a result of us following any drawing, design, instruction or Goods Specification you have supplied us;
d you alter or repair such Goods without our written consent;
e the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
f the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
g the failure has arisen due to a Force Majeure Event;
h you have failed to comply with your reporting obligations set out in clause 5.2;
i your expectations are not met when the Goods have been manufactured and supplied in accordance with the Goods Specification or other written instruction from you or which has been accepted by us;
j the failure has arisen due to variation to the Goods Specification of any nature or any written instructions from you that have not been accepted by us.
5.7 If the terms of this clause 5 are not complied with by you and except as provided in this clause 5, we shall have no liability to you for any Losses of any nature howsoever caused in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.8 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by us under clause 5.5 or at any other time.
5.9 Unless we are responsible for arranging the transportation of the Goods to Your Premises, we will not be liable for any damage caused to any of the Goods in transportation, were we are able to demonstrate to you the condition of the Goods when they left or were collected from our premises, such evidence may include photographs of the relevant Goods.
5.10 When we are supplying Goods but the Goods are being installed by you or any of your sub-contractors, you must instruct and use persons who are suitably qualified and trained and have the necessary experience to install the Goods. We will not be liable for any loss or damage caused to the Goods or Your Premises where the Goods are to be installed, as a result of faulty workmanship by you or any of your sub-contractors.
5.11 You acknowledge and agree that we do not give any advice on the design of the Goods nor do we offer a design service. Whilst we may work with you and any person who is specifying the Goods on your behalf, we will not be held liable for any Losses you or any third party employed by you incur arising out of the specification or design of the Goods not meeting your requirements. We will furthermore not be responsible or liable for any Losses incurred by you or any third party employed by you as a result of the Goods not being fit for their purpose or of satisfactory quality if the Goods meet the Goods Specification or Ancillary Specifications any amendments to the Goods Specification or Ancillary Specifications (as agreed in writing by us).
6. Title and risk
6.1 The risk in the Goods shall pass to you:
a If we are to deliver the Goods, as soon as the Goods have been delivered to the Delivery Location and immediately prior to the unloading of the Goods off the vehicle in which the Goods were transported; or
b If you are to collect the Goods from our premises, immediately prior to the Goods being loaded onto on the vehicle in which the Goods are to be transported.
6.2 Title to the Goods shall not pass to you until we have received payment in full (in cash or cleared funds) for:
a the Goods; and
b any other goods and/or services that we have supplied to you in respect of which payment has become due.
6.3 Until title to the Goods has passed to you, you shall:
a hold the Goods on a fiduciary basis as our bailee;
b store the Goods separately from all other goods held by you so that they remain readily identifiable as our 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 our behalf from the date of delivery;
e notify us immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(k); and
f give us such information relating to the Goods as we may require from time to time, but you may resell or use the Goods in the ordinary course of its business, provided that until the date on which we are paid for the Goods by you, any person to whom you sell the Goods to in the ordinary course of business enters into undertakings with you similar to those undertakings contained in this clause 6.3.
6.4 If before title to the Goods passes to you, you become subject to any of the events listed in clause 13.1(b) to clause 13.1(k), or we reasonably believe that any such event is about to happen and notify you accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter Your Premises or any other premises where the Goods are stored in order to recover them.
6.5 If before title to the Goods passes to you, you have not complied with any of your obligations set out in clause 6.3, or we reasonably believe that you have not complied with them and we notify you accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter Your Premises or any other premises where the Goods are stored in order to recover them.
7. Supply of Services
7.1 We shall provide you with the Services in accordance with the Service Specification in all material respects.
7.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 We 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 we shall notify you in any such event.
7.4 We warrant to you that the Services will be provided using reasonable care and skill.
7.5 We will not commence the provision of Services until we have received an Order from you. You acknowledge and agree that we will not be held responsible or liable for any loss you or any third party incurs as a result of a delay in the Services caused by you not delivering an Order to us.
7.6 When the Services include installation of Goods or the repair or service of any products at Your Premises, you shall ensure and you warrant to us that the following conditions are or will be complied with:
a The removal by you of any obstructions that could affect the installation of the Goods and/or their operational use;
b There is a clear access for transporting the Goods and equipment to the location where the Goods are to be installed and/or repaired and/or serviced;
c The premises where the Services are being carried out are a safe working environment;
d We will have clear uninterrupted access to the location where the Goods are to be installed and/or repaired and/or serviced;
e The opening(s) in to which the Goods will be fitted has been formed to the correct size and in accordance with all written instructions provided to us or by us;
f A suitable fork lift truck will be available by you to us for off loading, distribution and installation of the Goods;
g Access equipment will be made available by you for the sole use of our employees and/or sub-contractors;
h Any power supply required for the Goods is installed and ready to be connected to; and
i Power for hand tools (110 V or 240 V) will be available for use by our employees and/or sub-contractors
7.7 If any of the conditions set out in clause 7.6 are not met, then we may cease supplying the Services or refuse to deliver the Goods or refuse to allow you to collect the Goods (if we are to install the Goods but not deliver them) until such conditions have been met by you to our reasonable satisfaction.
7.8 If we cease the supply of the Services or the delivery of the Goods or do not allow you to collect the Goods in accordance with clause 7.7, you will be liable for any Losses incurred by us as a result of the conditions set out in clause 7.6 not being met and we will charge you accordingly. Such losses may include abortive visits by our engineers and/or sub-contractors. Our standard abortive visit charge is £750 plus VAT.
8. Your obligations
8.1 You shall:
a ensure that the terms of the Order and (if submitted by you) the Goods Specification or the Service Specification are complete and accurate;
b co-operate with us in all matters relating to the supply of the Goods and provision of the Services;
c provide us, our employees, agents, consultants and subcontractors, with free and uninterrupted access to Your Premises, office accommodation and other facilities as reasonably required by us to supply the Goods and/or to provide the Services;
d provide us with such information and materials as we may reasonably require to supply the Goods and/or supply the Services, and ensure that such information is accurate in all material respects;
e prepare Your Premises for the supply of the Services and/or the delivery of the Goods (as the case may be);
f obtain and maintain all necessary licences, permissions and consents which may be required for the supply of the Goods and/or the Services before the date on which the Services are to start or prior to the date on which the Goods are to be delivered or collected;
g keep and maintain all materials, equipment, documents and other property of ourselves (Supplier Materials) at Your Premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation.
8.2 If our performance of any of our obligations in respect of the supply of the Goods and/or provision of the Services is prevented or delayed by any act or omission by you or a failure by you to perform any relevant obligation contained in the Contract, these Conditions or otherwise (Customer Default):
a we shall, without limiting our other rights or remedies, have the right to suspend performance of the Services or supply of the Goods until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays our performance of any of our obligations;
b we shall not be liable for any costs or losses sustained or incurred by you or any third party arising directly or indirectly from our failure or delay to perform any of our obligations as set out herein; and
c you shall indemnify us and reimburse us on written demand for any Losses we sustain or incur arising directly or indirectly from the Customer Default, including, without limitation, any abortive visits to or waiting time at your Premises by any of our employees or subcontractors.
9. Charges and payment
9.1 The price for Goods shall be the price set out in the Order. Unless expressly stated otherwise, the price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which you shall pay when you pay for the Goods. If the Goods Specification or the Ancillary Specification is amended and we have agreed in writing to such amendments, we reserve the right to amend the price of the Goods depending upon how the Goods Specification or the Ancillary Specification is amended. The price may also be amended if we are permitted to in accordance with the terms of the Contract and/or these Conditions.
9.2 The charges for Services shall be those contained in any Quotation given to you or, in the absence of a Quotation, on a time and materials basis:
a the charges shall be calculated in accordance with the charges issued to you from time to time;
b our standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days and will normally be charged at a standard rate of £50 per hour per man;
c we shall charge an overtime rate of 2 times the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b);
d we shall charge an overtime rate of 2 times the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services on weekend or Bank Holiday (at whatever time); and
e we shall charge you for any expenses reasonably incurred by the individuals whom we engage 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 us for the performance of the Services, and for the cost of any materials.
9.3 We reserve the right to:
a increase our standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. We will give you written notice of any such increase 2 months before the proposed date of the increase. If such increase is not acceptable to you, you shall notify us in writing within 2 weeks of the date of our notice and we shall have the right without limiting our other rights or remedies to terminate the Contract by giving 4 weeks’ written notice to you; and
b increase the price of the Goods, by giving you notice at any time before delivery or collection, to reflect any increase in the cost of the Goods to us that is due to:
i any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
ii any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification, or the Ancillary Specification;
iii any delay caused by any of your instructions in respect of the Goods or your failure to give us adequate or accurate information or instructions in respect of the Goods;
iv any delay caused by a Customer Default; or
v any delay caused by a Force Majeure Event.
9.4 Save as set out below, in respect of Goods, we shall invoice you on or at any time after completion of delivery or collection of the Goods and, in the case of the Services, on or at any time after completion of the Services.
9.5 You shall pay each invoice submitted by us:
a within 30 days of the date of the invoice; and
b in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract.
9.6 All amounts payable by you 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 to you under the Contract by us, you shall, on receipt of a valid VAT invoice from us, pay to us 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.
9.7 Without limiting any other right or remedy we may have, if you fail to make any payment due to us under the Contract by the due date for payment (Due Date), we shall have the right to charge interest on the overdue amount at the rate of 3 per cent per annum above the then current Barclays Bank plc’s 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 quarterly. For clarity, this interest rate is not a penal rate of interest but rather an interest rate to cover our costs and expenses with our own bank.
9.8 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law or except as expressly provided in the Order and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to it by you against any amount payable by us to you.
9.9 Our standard payment terms set out above are subject to a satisfactory credit check of you and the obtaining of credit insurance against both you and the Goods or Services described in the Order. If we are unable to obtain credit insurance on you or your credit check does not prove satisfactory to us, we will revise our payment terms, which may include insisting on payment in full or in agreed instalments prior to the commencement of manufacturing of the Goods or prior to the commencement of the Services. We will be entitled to terminate the Contract immediately if you refuse to accept to our revised payment terms.
9.10 On specific projects, we may agree alternative payments terms with you for the supply of Goods or provision of Services. For the avoidance of doubt, if we do not agree alternative payment terms, the payment terms stipulate in these Conditions will apply.
9.11 You acknowledge and understand that we may from time to time factor our invoices with our funders. Therefore, you accept that the debts relating to the invoices we submit to you may be owned by our funder or invoice discount provider and not us who may seek to recover any unpaid invoices directly from you.
10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and the Services shall be owned by us or our parent company.
10.2 You acknowledge that, in respect of any third party Intellectual Property Rights in the Goods and the Services, your use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.
10.3 All Supplier Materials are our exclusive property.
11. Confidentiality
You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature that we have disclosed to you, your employees, agents or subcontractors, and any other confidential information concerning our business or our products or services which you may obtain. You shall restrict disclosure of such confidential information to such of your employees, agents or subcontractors as need to know it for the purpose of discharging your obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind you. This clause 11 shall survive termination of the Contract.
12. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude our 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 products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
a we shall under no circumstances whatever be liable to you or any of your agents or any other third party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect loss or any consequential loss you or any other person incurs arising under or in connection with the Contract;
b we shall under no circumstances whatever be liable to you or any of your agents or any other third party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any Losses incurred arising out of a Force Majeure Event; and
c our total liability to you and your agents and any other third party in respect of all Losses incurred by you, your agents and any third party 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 an amount equal to 10 per cent of the value (net of tax) of the Contract.
12.3 Unless agreed in writing by both our Managing Director and our Finance Director, we do not entertain or agree to any of the following and none whatsoever will ever be given:
a parent company guarantees
b cross company guarantees
c personal guarantees by the Directors
d collateral warranties
e liquidated damages
Should any of the above conditions be agreed with you or given to you without the signature of both our Managing Director and our Finance Director attached to such agreement, you must assume that such agreement is fraudulent and is not valid or binding upon us and you must inform us immediately.
12.4 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.
12.5 This clause 12 shall survive termination of the Contract.
13. Termination
13.1 Without limiting either of 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 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;
b 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;
c 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;
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 7 days;
f 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);
g 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;
h 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;
i 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(k) (inclusive);
j the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
k 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.
13.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
a you fail to pay any amount due under this Contract on the due date for payment; or
b you fail to agree to our revised payment terms described in clauses 9.9 or 9.10; or
c you fail to agree to any amendments to our pricing structure as stipulated in clause 9.3.
13.3 Without limiting our other rights or remedies, we shall have the right to suspend the supply of Services or all deliveries of Goods under the Contract or any other contract between you and us if:
a you fail to make pay any amount due under this Contract on the due date for payment; or
b you become subject to any of the events listed in clause 13.1(a) to clause 13.1(k), or we reasonably believe that you are about to become subject to any of them.
13.4 Save as set out in this clause 13, clause 15.1 and clause neither party may terminate the Contract for any other reason.
14. Consequences of termination
14.1 On termination of the Contract for any reason:
a you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods or Services supplied but for which no invoice has yet been submitted, we shall submit an invoice to you, which you shall pay immediately on receipt;
b you shall return to us all of the Supplier Materials and any Deliverables which have not been fully paid for. If you fail to do so, then we may enter Your Premises or any other premises where they are stored and take possession of them. Until they have been returned, you 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.
14.2 If we terminate the Contract pursuant to clause 13.2 or if you terminate the Contract for any reason, then, in addition to your liabilities set out in clause 14.1, you will be responsible and liable for any and all Losses and other costs incurred by us in complying with the terms of the Contract from the Commencement Date up to and including the date of termination. Such costs shall include, but shall not be limited to, all labour and material costs incurred up to and including the date of termination and any costs which relate to orders we have placed or instructions we have given to our suppliers and/or subcontractors whether we have received an invoice for such work or which we have not yet received an invoice for, but will do so in the future and will become liable to pay. You accept that materials may have to be ordered and labour may have to be incurred and paid for by us immediately after the Commencement Date in order to carry out the terms of the Contract.
15. General
15.1 Force majeure
a For the purposes of this Contract, Force Majeure Event means an event beyond our reasonable control 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 subcontractors.
b We shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
c If the Force Majeure Event prevents us from providing any of the Services and/or supplying any of the Goods for more than 10 weeks, we shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.
15.2 Assignment and subcontracting
a We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party, including for the avoidance of doubt any company in our Group.
b You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.3 Notices
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.
b Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, 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.
c This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this service of legal proceedings or other documents in any legal action, such proceedings or documents will only be deemed to have been correctly served if such proceedings or documents have been personally delivered or posted to the party’s registered office or usual place of business and address to a director or partner or owner of that party. For the avoidance of doubt, legal proceedings or other documents in any legal action will not be deemed validly served if sent by e-mail or by fax.
15.4 Waiver and cumulative remedies
a 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.
b Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
15.5 Severance
a If a court or any other competent authority finds that any provision of the Contract or these Conditions (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 be affected.
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.
15.6 No partnership
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.
15.7 Third parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
15.8 Variation
Except as set out in these 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 Us.
15.9 Governing law and jurisdiction
These Terms and any Contract made between you and us, 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.
Terms and Conditions with our Suppliers
1. Interpretation
1.1 Definitions
In these 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 business.
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 14.8.
Contract: the contract between us and you for the supply of Goods and/or Services in accordance with these Conditions.
Customer / we / us: Interdoor Limited registered in England and Wales with company number 01921289.
Customer Materials: has the meaning set out in clause 5.3(i).
Deliverables: all documents, products and materials developed by you or your 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).
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any related plans and drawings and descriptions that we have sent to you.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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, 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.
Losses: 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 professional costs and expenses.
Order: our order for the supply of Goods and/or Services to be supplied by you, as set out in our purchase order form in our written acceptance of your quotation or as set out in our written instruction to you.
Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
Service Specification: the description or specification for Services that we have sent to you.
Supplier / you: the person or firm from whom we purchase the Goods and/or Services.
1.2 Construction.
In these Conditions, the following rules apply:
(a) references to we, us, ours or ourselves refers to the Customer;
(b) references to you, your, yours or yourselves refers to the Supplier;
(c) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(d) references to a party includes its personal representatives, successors or permitted assigns;
(e) 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;
(f) 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;
(g) any reference to our Group will include any of our subsidiary companies, our parent company and any subsidiary company of our Parent company; and
(h) a reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1 The Order constitutes an offer by us to purchase Goods and/or Services from you in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted by you on the earlier of:
(a) you issuing written acceptance of the Order; or
(b) any act by you consistent with fulfilling the Order; or
(c) 5 Business Days from the date of the Order if you have failed to respond to us before that date
at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
3. Supply of Goods
3.1 You shall ensure that the Goods shall:
(a) correspond with their description and any applicable Goods Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by you or made known to you by us, expressly or by implication, and in this respect we rely on your skill and judgment;
(c) where applicable, be free from defects in design, materials 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 You shall ensure that at all times you have and maintain all the licences, permissions, authorisations, consents and permits that you need to carry out your obligations under the Contract in respect of the Goods.
3.3 We shall have the right to inspect and test the Goods at any time before delivery.
3.4 If following such inspection or testing we consider that the Goods do not conform or are unlikely to comply with your undertakings at clause 3.1, we shall inform you and you shall immediately take such remedial action as is necessary to ensure compliance.
3.5 Notwithstanding any such inspection or testing, you shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect your obligations under the Contract, and we shall have the right to conduct further inspections and tests after you have carried out any remedial actions.
3.6 If the Goods do not comply with your warranty given in clause 3.1, we will notify you within a reasonable timescale of becoming aware of such non-compliance and we will be entitled to those remedies as set out in clause 6.3.
4. Delivery of Goods
4.1 You 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 you require us to return any packaging material for the Goods to you, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to you at your cost.
4.2 You shall deliver the Goods:
(a) on the date specified in the Order;
(b) to our premises at 315 Ideal Business Park, National Avenue, Hull, HU5 4JB or such other location as is set out in the Order or as instructed by us before delivery (Delivery Location);
(c) during our normal hours of business on a Business Day, or as instructed by us.
4.3 Delivery of the Goods shall be completed following the completion of unloading of the Goods at the Delivery Location.
4.4 You shall not deliver the Goods in instalments without our prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by you to deliver any one instalment on time or at all or any defect in an instalment shall entitle us to reject all instalments and we shall be entitled to the remedies set out in clause 6.1.
4.5 Title and risk in the Goods shall pass to us on completion of delivery in accordance with clause 4.3.
5. Supply of Services
5.1 You shall from the date set out in the Order and for the duration of this Contract provide the Services to us in accordance with the terms of the Contract.
5.2 You shall meet any performance dates for the Services specified in the Order or notified to you by us.
5.3 In providing the Services, you shall:
(a) co-operate with us in all matters relating to the Services, and comply with all of our lawful instructions;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in your industry, profession or trade;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that your obligations are fulfilled in accordance with this Contract;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by us;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to us, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all necessary licences and consents necessary to perform the Services in a lawful manner, and comply with all applicable laws and regulations;
(h) observe all health and safety rules and regulations and any other security requirements that apply at any of our premises and any sites you work on or visit;
(i) hold all materials, equipment and tools, drawings, specifications and data supplied to you by us (Customer Materials) in safe custody at your own risk, maintain the Customer Materials in good condition until returned to us, and not dispose or use the Customer Materials other than in accordance with our written instructions or authorisation;
(j) not do or omit to do anything which may cause us to lose any licence, authority, consent or permission upon which we rely for the purposes of conducting our business, and you acknowledge that we may rely or act on the Services.
6. Customer remedies
6.1 If you fail to deliver the Goods and/or perform the Services by the applicable date, we shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to you;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which you attempt to make;
(c) to recover from you any Losses incurred by us in obtaining substitute goods and/or services from a third party;
(d) where we have paid in advance for Services that have not been provided by you and/or Goods which have not been delivered by you, to have such sums refunded by you; and
(e) to claim damages for any Losses and additional costs, loss or expenses incurred by us which are in any way attributable to your failure to meet such dates.
6.2 If the Goods are not delivered by the applicable date, we may, at our option, claim or deduct 20 per cent of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 100 per cent of the total price of the Goods.
6.3 If you have delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting our other rights or remedies, we shall have one or more of the following rights, whether or not we have accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to you at your own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to you;
(c) to require you 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 you attempt to make;
(e) to recover from you any Losses or other expenditure incurred by us in obtaining substitute goods from a third party; and
(f) to claim damages for any additional Losses incurred by us arising from your failure to supply Goods in accordance with clause 3.1.
6.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by you.
6.5 Our rights under this Contract are in addition to its rights and remedies implied by statute and common law.
7. Our obligations
We shall provide such information as you may reasonably request for the provision of the Services or the supply of Goods and that we consider reasonably necessary for the purpose of providing the Services or the Goods.
8. Charges and payment
8.1 The price for the Goods:
(a) shall be the price set out in the Order; and
(b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by us. No extra charges shall be effective unless agreed in writing and signed by us.
8.2 The charges for the Services shall be set out in the Order and shall be your full and exclusive remuneration in respect of the performance of the Services. Unless otherwise agreed in writing by us, the charges shall include every cost and expense of you directly or indirectly incurred in connection with the performance of the Services.
8.3 In respect of Goods, you shall invoice us on or at any time after completion of delivery. In respect of Services, you shall invoice us on completion of the Services. Each invoice shall include such supporting information required by us to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
8.4 In consideration of the supply of Goods and/or Services by you, we shall pay the invoiced amounts within 60 days after the end of the month in which we receive a correctly rendered invoice to a bank account nominated in writing by you.
8.5 All amounts payable by us under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by you to us, we shall, on receipt of a valid VAT invoice from you, pay to you such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
8.6 You shall maintain complete and accurate records of the time spent and materials used by you in providing the Services, and you shall allow us to inspect such records at all reasonable times on request.
8.7 We may, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by us to you under the Contract.
9. Intellectual property rights
9.1 In respect of the Goods and any goods that are transferred to us as part of the Services under this Contract, including without limitation the Deliverables or any part of them, you warrant that you have full clear and unencumbered title to all such items, and that at the date of delivery of such items to us, you will have full and unrestricted rights to sell and transfer all such items to us.
9.2 You assign to us, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.
9.3 You shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
9.4 You shall, promptly at our request, do (or procure to be done) all such further acts and things and the execution of all such other documents as we may from time to time require for the purpose of securing for us the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to us in accordance with clause 9.2.
9.5 All Customer Materials are our exclusive property.
10. Indemnity
10.1 You shall keep us indemnified in full against all Losses awarded against or incurred or paid by us as a result of or in connection with:
(a) any claim made against us 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 defect in the Goods is attributable to the acts or omissions of you, your employees, agents or subcontractors;
(b) any claim made against us by a third party arising out of, or in connection with, the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by you, your employees, agents or subcontractors; and
(c) any claim made against us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
10.2 For the duration of the Contract and for a period of 6 years thereafter, you 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 our request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
10.3 This clause 10 shall survive termination of the Contract.
11. Confidentiality
You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature that we have disclosed to you, your employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or our products or our services which you may obtain. You shall restrict disclosure of such confidential information to such of your employees, agents or subcontractors as need to know it for the purpose of discharging your obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind you. This clause 11 shall survive termination of the Contract.
12. Termination
12.1 Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of receipt of notice in writing of the breach;
(b) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay your 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) have any partner to whom any of the foregoing apply;
(c) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company) other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;
(e) you (being an individual) are the subject of a bankruptcy petition order;
(f) a creditor or encumbrancer of you 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 your assets and such attachment or process is not discharged within 5 Business 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 you (being a company);
(h) a floating charge holder over your assets (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
(j) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(b) to clause 12.1(i) (inclusive);
(k) you suspend or threaten to suspend, or cease or threaten to cease to carry on, all or a substantial part of your business; or
(l) you (being an individual) die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
12.1 Without limiting its other rights or remedies, we may terminate the Contract:
(a) in respect of the supply of Services, by giving the Supplier 2 Business Days’ written notice; and
(b) in respect of the supply of Goods, with immediate effect by giving written notice to you, in which case we shall pay you fair and reasonable compensation for any work in progress on any other Goods at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss and such compensation will not be in excess of 10 per cent of the value of the Contract.
12.2 In any of the circumstances in these Conditions in which we may terminate the Contract, where both Goods and Services are supplied, we may instead terminate part of the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
13. Consequences of termination
On termination of the Contract or any part of it for any reason:
(a) where the Services are terminated, you shall immediately deliver to us all Deliverables, whether or not then complete, and return all Customer Materials. If you fail to do so, then we may without limiting its other rights or remedies enter your premises and take possession of them. Until they have been returned or delivered, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(b) 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; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. General
14.1 Force majeure: Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent you from supplying the Goods and/or Services for more than 2 weeks, we shall have the right, without limiting its other rights or remedies, to terminate this Contract with immediate effect by giving written notice to you.
14.2 Assignment and subcontracting:
(a) You shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without our prior written consent.
(b) We may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our 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 or agent or to any company within our Group.
14.3 Notices:
(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.
(b) Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above 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.
(c) This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this service of legal proceedings or other documents in any legal action, such proceedings or documents will only be deemed to have been correctly served if such proceedings or documents have been personally delivered or posted to the party’s registered office or usual place of business and address to a director or partner or owner of that party. For the avoidance of doubt, legal proceedings or other documents in any legal action will not be deemed validly served if sent by e-mail or by fax.
14.4 Waiver and cumulative remedies:
(a) 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.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
14.5 Severance:
(a) If a court or any other competent authority finds that any provision (or part of any provision) of the Contract 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 be affected.
(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.
14.6 No partnership: 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.
14.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.8 Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Customer.
14.9 Governing law and jurisdiction: The 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.