1. ACCEPTANCE AND AMENDMENT
1.1 These conditions (“Conditions”) shall, (unless or except to the extent Lawcris Panel Products Limited (“Seller”) otherwise agrees in writing) apply to all tenders, offers, quotations, acceptances, deliveries, contracts or communications in any way relating to sale of goods or the supply of services by Seller and the person(s), firm or company whose order for goods and (where appropriate) services is accepted by Seller (“Buyer”) to the exclusion of all other terms and conditions with such Buyer being deemed to accept these Conditions.
1.2 No other terms or conditions (or modifications of these Conditions) shall be binding on Seller unless Seller expressly agrees to such terms or conditions or modifications in writing and Seller shall not be deemed to accept such other terms or conditions nor to waive or modify any of these Conditions by failing to object to provisions contained in or referred in any purchase order or other communication which is or is deemed to be from Buyer.
1.3 These conditions may only be varied or amended by agreement in writing signed by a formally appointed and registered director of Seller. It is the Buyer’s responsibility to check that any such director is formally appointed and registered before relying and/or acting upon any such variation or amendment. Variations or amendments to these Conditions shall be published on the Seller’s website or other- wise notified to Buyer in writing.
1.4 Buyer will comply with all notes, instructions, guidance and recommendations given with any supplied goods. Buyer will also store, use and otherwise deal with purchased goods with all due reasonable skill, care and diligence.
2. SELLER’S SPECIFICATIONS
2.1 All descriptions, samples specifications, drawings, weights, dimensions, capacities, and other data submitted by Seller or included in any catalogues, brochures, prospectus, circular, advertisement, illustrated matter or price list(“Data”) are to be deemed approximate only and no such Data shall form part of the Contract (as defined below) for the sale of goods or services or have any contractual force (except where Data is stated in
writing to be exact or is expressed to be fundamental to the Contract).
2.2 Dimensions of goods provided by Seller (where relevant) are external and thickness specifications are subject to a tolerance of plus or minus 1.5mm.
3. ORDERS
3.1 Once an order for goods and/or services has been accepted by Seller (either when Seller issues a written acceptance of the order or when Seller begins work or delivers the goods under the order) it forms a binding contract between Seller and Buyer subject to these Conditions(“Contract”).
3.2 All orders for goods and/or services and the Buyer’s Specification (as defined below) should be complete and accurate in all respects.
3.3 No Contract may be cancelled or otherwise withdrawn by Buyer except with the prior agreement in writing of a director of Seller and on terms that Buyer shall indemnify Seller against all loss (including without limitation any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties), costs (including without limitation cost of all labour and materials used and legal costs (calcu- lated on a full indemnity basis) and all other professional costs and expenses), damages, charges and expenses suffered or incurred by Seller as a result of such cancellation or withdrawal.
3.4 To the extent that the goods are manufactured in accordance with any specification, including any relevant plans or drawings of the Buyer (“Buyer’s Specification”), the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Seller arising out of or in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the Buyer’s Specification. This condition shall survive termination of the Contract.
3.5 The Seller reserves the right to amend the Buyer’s Specification if required by any applicable statutory or regulatory requirement and the Seller shall notify the Buyer in such event.
4. PRICES
4.1 Subject to conditions 4.2, 4.3 and 4.5 the price payable by Buyer for the goods and (where appropriate) the services shall be Seller’s published list price at date of despatch of the goods and (where appropriate) provision of the services.
4.2 If Seller and Buyer agree that Seller will deliver the goods the price shall be adjusted accordingly to include the cost of delivery and such costs will be set out in the order or the sales confirmation notice issued to Buyer.
4.3 Where Seller has submitted a quotation or tender to Buyer and an order for goods has been received by Seller within the time limit specified in that quotation or tender then the price payable by Buyer for goods and (where appropriate) the services shall be the price stated in the quotation or tender. If an order for goods and (where appropriate) services is not received in the timeframe specified in the quotation or tender then the price of the goods will be Seller’s list price at date of despatch.
4.4 All prices are inclusive of packaging but exclusive of VAT, which will be charged at an appropriate rate and payable at the same time as payment is due for the goods and (where appropriate), the services.
4.5 Seller shall be entitled to increase the price of the goods at any time before delivery upon notice in writing to the Buyer, to reflect any increase in the cost of the goods to the Seller, if:
4.5.1 Seller considers the same to be justified by any material increase in the price of raw materials or components used by Seller in the manufacture of the goods;
4.5.2 The increase arises due to any factor beyond the control of the Seller (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
4.5.3 It is due to any request by the Buyer to change the delivery date(s), quantities or types of goods or services ordered, or the Buyer’s Specification; or
4.5.4 The increase is due to any delay caused by any instructions of the Buyer in respect of the goods or services or failure of the Buyer to give the Seller adequate or accurate information or instructions in respect of the goods or services.
4.6 The Seller supplies a large number of goods and it is always possible that, despite Seller’s best efforts, some of the goods may be incorrectly priced. Seller will normally verify prices as part of its dispatch procedures so that:
4.6.1 Where the correct price is less than Seller stated price, Seller will charge the lower amount; but
4.6.2 If the correct price is higher than the Seller’s stated price Seller will normally, at Seller’s discretion, contact Buyer before dispatch of goods for reconfirmation of Buyer’s order at the correct higher price or to give Buyer the opportunity to reject Buyer’s order - if Buyer then rejects Buyer’s order in such circumstances, the goods will not be dispatched to Buyer and Buyer will receive a full refund for the rejected ordered goods.
4.7 Seller is under no obligation to provide any ordered goods to Buyer at the incorrect (lower) price, even after Seller has dispatched the goods to Buyer.
5. PAYMENT
5.1 The Seller shall invoice the Buyer at any time following acceptance of the order or on completion of delivery. Subject to condition 5.2, unless otherwise agreed by Seller in writing or stated in any acknowledgement of order by Seller, payment by Buyer for goods and (where appropriate) services will become payable in cleared funds, thirty days after the last day of the month in which Seller’s invoice is dated or for those Buyer’s with whom the Seller has agreed credit terms, in accordance with those credit terms.
5.2 Seller reserves the right at any time to demand advance, full or partial payment for an Order for goods and (where appropriate) services or in relation to any partially per- formed Contract, or in respect of any monies due and payable under any other Contract.
5.3 If Buyer defaults on any payment due to Seller under the Contract, Seller may, in addition to exercising its right contained in condition 5.2 and without prejudice to any other Right or remedy, suspend work under any Contract, delay or withhold delivery or cancel the Contract and any other Contract which it has with Buyer.
5.4 Without prejudice to condition 5.3, Seller reserves right to charge interest at an annual rate of eight per cent per annum (or, if higher) 3% above the annual base rate from time to time of the Bank of England on all overdue monies from time of due payment to time of receipt in full cleared funds. Such interest is to accrued daily, compounded monthly and apply before as well as after judgement.
5.5 Seller shall have a lien on all undelivered goods which Buyer agrees to buy from
Seller.
5.6 All payments due to Seller shall be made in full and Buyer shall have no right of set off, counterclaim, deduction, withholding (or any deduction not agreed in writing by the Seller) in respect of this Contract or any other Contract between Seller and Buyer.
5.7 Any sums payable by Seller to Buyer under this Contract or any other Contract between Seller and Buyer may at any time be set off by Seller against any sums payable by Buyer to Seller.
5.8 All rights and remedies afforded to Seller in these Conditions for non payment shall be in addition and without prejudice to all other rights and remedies available to Seller in law.
5.9 Should Seller need to employ a Solicitor to collect any monies due under the Contract, the reasonable costs of such collection including without limitation the professional fees of such solicitor shall be borne by Buyer in full.
5.10 Time of payment will be of the essence.
5.11 All sums payable to Seller under a Contract will become due immediately upon termination of such Contract.
5.12 Payment for any goods and (where appropriate) services must be by a valid creditor debit card that Buyer is authorised to use for the total amount of Buyer’s order.
5.13 For the avoidance of doubt, receipt and banking of any part payment will not release Buyer from the remainder of the amount due and/or payable unless and until Seller expressly releases Buyer in writing.
6. DELIVERY
6.1 Delivery of the goods shall be to the location set out in the order unless otherwise agreed between Seller and Buyer in writing. If Seller has agreed to deliver goods to Buyer’s nominated premises, it will only do so to the front door/ gate of the premises and only if such delivery will not (in Seller’s reasonable opinion) be contrary to any Health and Safety laws regarding access, unloading or otherwise. Any delivery beyond such door/gate is at Buyer’s risk and cost and delivery shall be deemed completed prior to unloading at the Buyer’s gate/door.
6.2 Time is not of the essence for delivery of goods and any time or date specified by Seller on which goods will be despatched or delivered, or as the case may be, made available for collection is given and intended as an estimate only and Seller shall not be liable for any loss, damage or expense howsoever arising from any delay in despatch or delivery of goods or making goods available for collection.
6.3 Buyer shall at request of Seller supply all details necessary to allow Seller to make delivery.
6.4 Buyer shall accept delivery at the time and on the date agreed between Seller and Buyer for delivery. Buyer shall ensure that Seller has proper access to Buyer’s premises to enable Seller to affect delivery. If Buyer does not provide access or accept delivery at the agreed time it shall not be entitled to withhold any payment for non delivery and shall indemnify Seller against all losses, damages, costs and expenses incurred by Seller in consequence of such failure of Buyer to provide such access or accept delivery (including the cost of storage of the goods at a place of Seller’s choosing).
6.5 Seller reserves the right to make delivery by instalments unless otherwise expressly agreed in writing between the parties. The period during which delivery by instalments may be made and quantity of goods delivered in each instalment shall be at Seller’s discretion. This condition 6 shall apply (mutatis mutandis) to each instalment delivery.
6.6 Seller may deliver to Buyer goods up to 5% more or 5% less than the quantity ordered and upon notice from the Buyer that the wrong quantity was delivered, the Seller shall make a corresponding adjustment to the invoice for the goods.
6.7 Seller shall be entitled to postpone or cancel delivery in whole or in part, without thereby incurring any liability when:
6.7.1 Seller is delayed in or prevented from making or obtaining or delivering any goods, materials, parts, components or services by reason of a Force Majeure Event (as defined in condition 7 below). During any such prevention or delay Seller’s obligations under a Contract shall be suspended until that delay ceases or until Seller notifies Buyer it is cancelling delivery (as case may be). Seller shall be paid pro rata for goods delivered or services completed prior to the date of cancellation;
6.7.2 The Buyer fails to take delivery of the goods within 3 days of the agreed delivery date.
6.8 Buyer shall be responsible for the proper loading or unloading (if Seller or its appointed carrier delivers the goods) of the goods. If, to assist Buyer, Seller or any of Seller’s employees, sub contractors, carriers or agents load or unload the goods (as applicable) Buyer shall fully indemnify Seller in respect of any liability incurred by Seller or its employees, sub-contractors, carriers or agents as a consequence of providing such assistance.
6.9 If Buyer is unable or unwilling to accept delivery of goods at the agreed delivery time and/or agreed delivery place within the 3 days set out in condition 6.7.2, the Seller may chose to do any or both of the following (without prejudice to any of its rights or remedies):
6.9.1 Store or arrange the storage of the goods until actual delivery to Buyer (at Buyer’s risk and cost of storage and insurance); or
6.9.2 Sell and deliver them to a third party (or otherwise dispose of them) if the Seller reasonably believes that Buyer will not be able or willing to take delivery within 10 days of the agreed delivery time (with the goods being stored at Buyer’s risk and cost of storage and insurance until expiry of the 10 days).
6.10 If Buyer is unable or unwilling to comply with any obligation under any Contract, Seller may, without thereby incurring any liability, suspend or discontinue supply of any of the ordered goods or suspend the services under that and/or any other Contract(s) until Buyer has complied with those obligations. This is without prejudice to any of Seller’s other rights or remedies in these Conditions or in law.
7. FORCE MAJEURE EVENT
7.1 The Seller shall not be in breach of the Contract nor liable for any delay in performing or failure to perform, any of its obligations under the Contract if such delay arises as a result of a Force Majeure Event.
7.2 For the purposes of these Conditions, a “Force Majeure Event” shall include without limitation strikes, lockouts, trade disputes or labour troubles or any cause beyond Sellers reasonable control including, but without limitation, acts of God, acts of Buyer or its agents, embargo or other governmental act, regulation or request, fire, accident, war, riot, act of terrorism, delay in transportation, inability to obtain adequate labour or manufacturing facilities or prevention or delay caused by Seller’s suppliers, manu- facturers or carriers.
8. BUYERS OBLIGATIONS AND CLAIMS ON DELIVERY
8.1 Buyer will:
8.1.1 Examine goods carefully and immediately on taking delivery;
8.1.2 Notify Seller (and any carrier for Seller) in writing within 5 days of taking delivery of any error in quantity, weight, description or mixing of goods delivered or of any damage to goods revealed by the examination referred to in condition 8.1.1. (but only where such damage has not been caused by the Buyer during delivery); and
8.1.3 Notify Seller (and any carrier for Seller) in writing within 10 days of date of Seller’s invoice or the agreed date of delivery if goods which are the subject of such invoice have not been received.
8.2 Failure to provide notice in accordance with conditions 8.1.2 and 8.1.3 above shall constitute a waiver by Buyer of all claims based on or relating to facts which an examination under condition 8.1.1 should or ought to have revealed.
9. RISK
9.1 Risk in goods shall pass to Buyer when goods are delivered to Buyer in accordance with condition 6.1,and delivery to a carrier of the Buyer or to any person, firm or company on Buyer’s behalf shall constitute delivery to Buyer.
9.2 Buyer shall bear risk in the goods during the loading and unloading of the goods.
10. TITLE TO GOODS
10.1 Notwithstanding delivery and passing of risk in goods or any other provision of these Conditions, the property in goods shall not pass to Buyer until Seller has received in cash or in full cleared funds payment in full of:
10.1.1 The price of goods; and
10.1.2 For all other goods agreed to be sold by Seller to Buyer for which payment is then due (in each case together with any interest or other sums payable under the relevant Contract).
10.2 Until such time as the title in goods passes to Buyer, Buyer shall keep the goods in satisfactory condition separate from those of Buyer and third parties and properly stored, protected, insured (against all risks for their full price), and readily identifiable as Seller’s property. Any identifying marks on the goods shall not be removed or defaced or obscured. Notwithstanding the provisions of this condition 10.2, Buyer shall be entitled to resell or use goods before the Seller receives payment but only in the ordinary course of its business, and as the Seller’s principal and not as agent and shall account to Seller in full for the proceeds of sale of such goods. Property in those goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
10.3 Until such time as the property in goods purchased by Buyer (and provided the goods are still in existence and have not been resold) Seller shall be entitled at any time to require Buyer to provide such information relating to the goods as it deems necessary or desirable and to deliver up such goods to Seller and, if Buyer fails to do so, forthwith to immediately enter upon any premises of Buyer or any third party where such goods are stored and repossess those goods and the Buyer grants or will procure the granting to Seller a licence to enter the premises where the goods are stored, for this purpose.
10.4 Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any goods which remain the property of Seller, but if Buyer does so all monies owing by Buyer to Seller shall (without prejudice to any other
right or remedy of Seller) immediately become due and payable.
10.5 If before the property in the goods has past to the Buyer, the Buyer becomes subject to any of the events set out in condition 15.1.3 to 15.1.6 inclusive, the Buyer’s right to resell the goods will cease immediately and the Seller may require the Buyer to deliver up the goods in accordance with condition 10.3.
10.6 The foregoing rights of Seller are in addition to and not to in lieu of any other rights it may have at common law or under statute including the right to payment for goods and the right to recover goods.
11. WARRANTY OF SELLER
11.1 The Contract contains all the terms which Buyer and Seller have agreed in relation to goods and (where appropriate) the services, and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such goods. Buyer acknowledges that it has not relied upon any warranty, representation, statement or understanding made or given by or on behalf of Seller which is not set out in writing in the Contract. Nothing in this condition 11.1 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently (or for any matter or event for which liability cannot be excluded and/or limited under the law).
11.2 Seller warrants that it has the right to sell the goods and that the goods are free from any charge or encumbrance unknown to Buyer.
11.3 Subject to condition 12 (at Seller’s option) Seller will either replace, repair or rectify goods or take back goods and refund or credit Buyer with the cost of those goods:
11.3.1 If any defect appears in the goods within six months of delivery and Buyer notifies Seller in writing within 14 days of discovering that defect providing full details of that defect; and
11.3.2 Seller is entitled to and is granted facilities to inspect such defective goods as it thinks fit; and
11.3.3 Seller is reasonably satisfied that goods are defective as a result of a defect in materials or workmanship or are otherwise of a standard or quality not in accordance with the Contract; and
11.3.4 Seller is reasonably satisfied that no one other than Seller or the manufacturer has dealt with the goods and that the goods have been properly installed, used, handled, maintained, stored and serviced (where appropriate) and have not been used whilst allegedly defective or otherwise than in accordance with Seller’s or manufacturers’ instructions.
11.4 Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, the Buyer’s Specification, negligence, abnormal working conditions, failure to follow Seller’s instruction (whether oral or in writing (including without limitation installation instructions), misuse or alteration or repair of goods without Seller’s approval.
11.5 Where Buyer notifies Seller in accordance with condition 11.3.1 and Seller performs its obligations under conditions 11.3.2 to 11.3.4, then subject to condition 12, Buyer shall not be entitled to any further claim in respect of the goods, or for services.
12 LIMITATION OF SELLER’S LIABILITY
12.1 Seller does not exclude and nothing in the Contract limits Seller’s liability (if any):
12.1.1 For breach of Seller’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
12.1.2 For personal injury or death resulting from Seller’s negligence;
12.1.3 For any matter which it would be illegal for Seller to exclude and/or limit or to attempt to exclude and/or limit its liability; or
12.1.4 For fraud or fraudulent misrepresentation.
12.2 Subject to condition 12.1, the Seller’s total liability to the Buyer (whether in contract, tort (including negligence), breach of statutory duty, restitution, equity or otherwise) arising under or in connection with the Contract shall not exceed £2,000,000.
12.3 The following losses are wholly excluded from the Contract:
12.3.1 Loss of profits;
12.3.2 Loss of sales of business;
12.3.3 Loss of agreements or contracts;
12.3.4 Loss of anticipated savings;
12.3.5 Loss of or damage to goodwill;
12.3.6 Indirect or consequential loss.
12.4 Except as set out in conditions 11 and 12.1 Seller hereby:
12.4.1 excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of Buyer; and
12.4.2 in any event, does not guarantee, warrant or represent any particular outcome from the use of any goods ordered and/or purchased by Buyer.
12.5 Each of Seller’s employees, agents and sub-contractors may rely upon and enforce the exclusions and restrictions of liability in conditions 6.2, 11 and 12.2 to in that person’s own name and for that person’s own benefit, as if the words “its employees, agents and sub-contractors” followed the word Seller wherever it appears in those conditions.
12.6 If Buyer is to use any one or more goods for business purposes, Buyer will make sure that Buyer is adequately covered by appropriate and valid insurance.
13. OBLIGATIONS OF BUYER AND INDEMNITY BY BUYER
13.1 The Buyer shall during the term of the Contract:
13.1.1 Obtain all necessary licences, permissions and consents as may be required for the pur-
chase of the goods and/or the services;
13.1.2 Comply with all applicable laws, including health and safety obligations;
13.1.3 Provide the Seller with all information and Data as is necessary to enable the Seller to perform the Contract; and
13.1.4 Co-operate with the Seller in all matters relating to the Contract.
13.2 Buyer agrees to indemnify, keep indemnified and hold harmless Seller from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms separately and independently include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which Seller incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure in performance by Buyer of the terms of the Contract.
14. TRADE MARKS, PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
14.1 All intellectual property rights in or arising out of or in connection with the goods or the services shall be owned by the Seller and the Buyer shall have no right to apply to goods or services any trademark owned or used by Buyer without Seller’s consent in writing.
14.2 Subject to condition 14.3 if any claim is made against Buyer (or Buyer becomes aware of a potential claim) alleging that goods (which are not subject to any Buyer’s Specification) infringe any intellectual property rights of another then:
14.2.1 Buyer shall immediately notify Seller giving full details of such claim, and
14.2.2 Seller or its suppliers or licensors (as the case may be) shall be at liberty at their expense and discretion to conduct all negotiations and/or litigation in respect of such claims and(if necessary) in the name of Buyer and if as a result of such negotiations or litigation Buyer shall be unable to use goods substantially for the purpose for which they were bought Seller shall (except where condition 14.3 applies) take back and refund the price
of those goods to Buyer and such refund shall be in full and final satisfaction of all claims by Buyer against Seller.
14.3 Buyer shall indemnify Seller against all actions, costs (including without limitation) cost of defending legal proceedings expenses claims proceedings and demands in respect of any infringement or alleged infringement:
14.3.1 By Seller of intellectual property rights attributable to Seller complying with any special instructions from or requirements of Buyer relating to goods, including any Buyer’s Specification (as set out in condition 3.3); or
14.3.2 By Buyer of any intellectual property rights of Seller and/or its supplier or licensors.
14.4 For the purposes of these Conditions, “intellectual property rights” shall mean patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
15. DEFAULT BY BUYER AND TERMINATION
15.1 Seller may by notice in writing served on Buyer terminate this Contract and any other Contract immediately if Buyer:
15.1.1 Is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, Buyer fails to remedy such breach within 30 days of service of a written notice from Seller, specifying the breach and requiring it to be remedied;
15.1.2 Fails to pay any sums due in accordance with condition 5.1 or otherwise;
15.1.3 Becomes (or is reasonably expected to become) bankrupt, insolvent or dissolved;
15.1.4 Enters into administration, provisional liquidation or any composition with its creditors, is being wound up, or is in receivership, administrative receivership or liquidation or enters into any arrangement with its creditors, or takes or suffers any other actions in consequence of a debt;
15.1.5 Has any distraint, execution or other process levied or enforced on any of its property;
15.1.6 Ceases to trade or carry on business or appears in the reasonable opinion of Seller likely to or is threatening to cease to trade;
15.1.7 Has a change in its management and/or control as defined in section 1124 of the Corporation Tax Act 2010; or
15.1.8 Financial position deteriorates to such an extent that in the Seller’s reasonable opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
15.1.9 The equivalent of any of the above occurs to Buyer under the jurisdiction to which Buyer is subject; or Seller reasonably anticipates that one of the above set of circumstances is about to occur.
15.2 The termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either Buyer or Seller accrued prior to termination.
15.3 Seller will be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach under condition 15.1.1, until either the breach is remedied or the Contract terminates, whichever occurs earliest.
15.4 On termination of the Contract, the Buyer shall immediately pay to the Seller all of the Seller’s outstanding invoices and interest in respect of the goods and services but for which no invoice has been submitted, which shall be payable by the Buyer immediately on receipt.
15.5 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
16. NOTICES
Any notice given under the Contract must be in writing and may be effected by personal delivery, fax, email or by registered post to the address notified by the Seller to the Buyer and the Buyer to the Seller from time to time, and if effected by fax or email shall be deemed to be received at the time of transmission, provided that a confirming copy is sent by first class post to the other party within 24 hours after transmission, and if effected by post shall be deemed to be received 48 hours after date of posting.
17. SEVERABILITY
If any of these Conditions or any part of a Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from that Contract and will be ineffective without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.
18. WAIVER
No failure or delay by Seller to exercise any right, power or remedy will (to include, without limitation, any time or indulgence granted) operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
19. NO ASSIGNMENT
The Contract of which these Conditions form part shall be personal to Buyer and shall not, nor shall any rights under it be assigned, mortgaged, charged, subcontracted, delegated or otherwise transferred by Buyer without written consent of Seller. The Seller may at any time assign, mortgage, charge, subcontract, delegate or declare a trust over or deal in any other manner with any and all of its rights and obligations under the Contract.
20. RIGHTS OF THIRD PARTIES
The parties do not intend that any of terms of a Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it (other than Seller’s employees, agents and sub-contractors for the purposes of condition 12.4), who may enforce rights granted by condition 12.4.
21. GOVERNING LAW
These conditions and the Contract of which they form part shall be governed and con- strued in accordance with English law and Buyer hereby submits to the exclusive jurisdiction of the English Courts.
22. MONITORING
For security and training purposes, telephone calls to and from Seller may be recorded or monitored.
23. GOOD FAITH
Buyer will in good faith co-operate with Seller for the purposes of these Conditions, each Contract and any goods ordered (to include, without limitation, any and all disputes concerning the same).
24. DATA PROTECTION
24.1 Both parties will company with all applicable requirements of the Data Protection Legislation and their relevant privacy policies in relation to the control and processing of personal data (as defined in the Data Protection Legislation).
24.2 For the purposes of this condition 24, “Data Protection Legislation” shall mean: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and, any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
25. CONFIDENTIALITY
25.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by condition 25.2.
25.2 Each party may disclose the other party’s confidential information:
25.2.1 To its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this condition 25; and
25.2.2As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
25.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
26. DISCLAIMER
The information contained in this website is for general information purposes only. The information is provided by Lawcris and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
Neither Lawcris nor any of its directors, employees or other representatives will be liable for loss or damage arising out of or in connection with the use of this site. In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
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Please read our Privacy Policy for more information about the privacy and security of your personal information.