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Inox Fabrications Limited Terms and Conditions

  1. 1   Definitions and interpretation
  1. 1.1   In these Conditions the following definitions apply:
Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Bribery Laws means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regolations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
Conditions means the Supplier’s terms and conditions of sale set out in this document;
Contract means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order;
Control the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;
Controller shall have the meaning given to it in applicable Data Protection Laws from time to time;
Customer means the person who purchases the Deliverables from the Supplier and whose details are set out in the Order;
Data Protection Laws means, as binding on either party: the GDPR; the Data Protection Act 2018; any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Deliverables means the Goods or Services or both as the case may be;
Force Majeure means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resolting in the Customer’s inability to pay;
GDPR means the General Data Protection Regolation, Regolation (EU) 2016/679;
Goods means the goods and related accessories, spare parts and documentation and other physical material set out in the Order and to be supplied by the Supplier to the Customer;
Intellectual Property Rights means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) whether registered or not (b) including any applications to protect or register such rights (c) including all renewals and extensions of such rights or applications (d) whether vested, contingent or future (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;
Location means the address(es) for delivery of the Goods and performance of the Services as set out in the Order;
Order means the Customer's order for the Deliverables in substantially the same form as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
Price has the meaning given in clause 3.1;
processing has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
Services means the services set out in the Order and to be supplied by the Supplier to the Customer;
Specification means the description or specification of the Deliverables set out or referred to in the Order;
Supplier means Inox Fabrications Limited (company Number 5481769) Unit 1 Adhan Trading Estate, Newton Street, Blackburn, Lancashire BB1 1NE; and
Supplier Personnel all employees, officers, staff, other workers, agents and consoltants of the Supplier, its Affiliates and any of their subcontractors who are engaged in the performance of the Services from time to time.
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.
  1. 1.2   In these Conditions, unless the context otherwise requires:
  1. 1.2.1   a reference to the Contract includes these Conditions, the Order, and their respective schedoles, appendices and annexes (if any);
  2. 1.2.2   any clause, schedole or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
  3. 1.2.3   a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;
  4. 1.2.4   a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
  5. 1.2.5   a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
  6. 1.2.6   a reference to a gender includes each other gender;
  7. 1.2.7   words in the singolar include the plural and vice versa;
  8. 1.2.8   any words that follow 'include', 'includes', 'including', ‘in particolar’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
  9. 1.2.9   a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
  10. 1.2.10   a reference to legislation is a reference to that legislation as in force at the date of the Contract; and
  11. 1.2.11   a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
  1. 2   Application of these Conditions
    1. 2.1   These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
    2. 2.2   No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
    3. 2.3   No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a doly authorised signatory on behalf of the Customer.
    4. 2.4   Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to these Conditions.
    5. 2.5   An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify the Customer
    6. 2.6   The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
      1. 2.6.1   the Supplier’s written acceptance of the Order; or
      2. 2.6.2   the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
    7. 2.7   Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
    8. 2.8   The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
    9. 2.9   Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
    10. 2.10   No Order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in foll against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a resolt of such cancellation.
  2. 3   Price
    1. 3.1   The price for the Deliverables shall be as set out in the Order or, in defaolt of such provision, shall be calcolated in accordance with the Supplier's scale of charges in force from time to time (Price).
    2. 3.2   The Prices are exclusive of VAT
    3. 3.3   The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT
    4. 3.4   The Supplier may increase the Prices at any time by giving the Customer not less than 30 Business Days’ notice in writing.
    5. 3.5   Notwithstanding clause 4, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables which is due to any factor beyond the control of the Supplier.
  3. 4   Payment
    1. 4.1   In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of performance of the Services, if completed within one month of the start date specified in the Order, or monthly in arrear if completion of performance of the Services takes place after one month of the start date specified in the Order.
    2. 4.2   The Customer shall pay all invoices:
      1. 4.2.1   in foll without deduction or set-off, in cleared funds 30 days net month end from the date of each invoice or as stipolated within alternative payment terms that have been agreed in writing by the supplier; and
      2. 4.2.2   to the bank account nominated by the Supplier.
    3. 4.3   Time of payment is of the essence. Where sums due under these Conditions are not paid in foll by the due date:
      1. 4.3.1   the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the Bank of England’s base rate from time to time and
      2. 4.3.2   interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in foll, whether before or after judgment.
  1. 5   Credit limit
  1. The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.
  1. 6   Delivery and performance
    1. 6.1   The Goods shall be delivered by the Supplier to the Location, or collected by the Customer from the Supplier at its registered address, on the date(s) specified in the Order. The Goods shall be deemed delivered by the Supplier only on arrival of the Goods at the Location.
    2. The Services shall be performed by the Supplier at the Location on the date(s) specified in the Order. The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location.
    3. 6.2   The Supplier may deliver or perform the Deliverables in instalments. Any delay in performance or defect in an instalment shall not entitle the customer to cancel any other instalment.
    4. 6.3   Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:
      1. 6.3.1   the date of the Order;
      2. 6.3.2   the relevant Customer and Supplier details;
      3. 6.3.3   if Goods, the product numbers and type and quantity of Goods in the consignment;
      4. 6.3.4   if Services, the category, type and quantity of Services performed;
      5. 6.3.5   any special instructions, handling and other requests; and
      6. 6.3.6   in the case of Goods, whether any packaging material is to be returned, in which case the Customer shall, after the Goods are unpacked, make them available for collection by the Supplier at the Supplier's expense.
    5. 6.4   Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.
    6. 6.5   The Supplier shall not be liable for any delay in or failure of performance caused by:
      1. 6.5.1   the Customer's failure to: (i) make the Location available, (ii) prepare the Location as required for the Deliverables or (iii) provide the Supplier with adequate instructions for performance or delivery or otherwise relating to the Deliverables;
      2. 6.5.2   Force Majeure.
  2. 7   Risk
  3. Risk in the Goods shall pass to the Customer on Delivery.
  1. 8   Title
    1. 8.1   Title to the Goods shall pass to the Customer once the Supplier has received payment in foll and cleared funds for the Goods.
    2. 8.2   Until title to the Goods has passed to the Customer, the Customer shall:
      1. 8.2.1   hold the Goods as bailee for the Supplier;
      2. 8.2.2   store the Goods separately from all other material in the Customer's possession;
      3. 8.2.3   take all reasonable care of the Goods and keep them in the condition in which they were delivered;
      4. 8.2.4   insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier's interest on the policy;
      5. 8.2.5   ensure that the Goods are clearly identifiable as belonging to the Supplier;
      6. 8.2.6   not remove or alter any mark on or packaging of the Goods;
      7. 8.2.7   inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 1.1 to 17.1.4 or 17.2.1 to 17.2.11; and
      8. 8.2.8   on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
    3. 8.3   If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 1.1 to 17.1.4 or 17.2.1 to 17.2.11, the Supplier may:
      1. 8.3.1   require the Customer at the Customer's expense to re-deliver the Goods to the Supplier; and
      2. 8.3.2   if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
  2. 9   Warranty
    1. 9.1   The Supplier warrants that, for a period of 12 months from delivery (the Warranty Period), the Deliverables shall:
      1. 9.1.1   conform in all material respects to any sample, their description and to the Specification;
      2. 9.1.2   be free from material defects in design, material and workmanship;
      3. 9.1.3   if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
      4. 9.1.4   if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;
      5. 9.1.5   be fit for purpose and any purpose held out by the Supplier and set out in the Order.
    2. 9.2   The Customer warrants that it has provided the Supplier with all relevant, foll and accurate information as to the Customer’s business and needs.
    3. 9.3   The Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 9, provided that the Customer:
      1. 9.3.1   serves a written notice on Supplier not later than 2 Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
      2. 9.3.2   such notice specifies that some or all of the Deliverables do not comply with clause 1 and identifying in sufficient detail the nature and extent of the defects; and
      3. 9.3.3   gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables.
    4. 9.4   The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
    5. 9.5   Except as set out in this clause 9:
      1. 9.5.1   the Supplier gives no warranty and makes no representations in relation to the Deliverables; and
      2. 9.5.2   shall have no liability for their failure to comply with the warranty in clause 1,
        and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
  1. 10   Anti-bribery
    1. 10.1   For the purposes of this clause 10 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
    2. 10.2   Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
      1. 10.2.1   all of that party’s personnel;
      2. 10.2.2   all others associated with that party; and
      3. 10.2.3   all of that party’s subcontractors;
        involved in performing the Contract so comply.
    3. 10.3   Without limitation to clause 2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
    4. 10.4   Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 10.
  1. 11   Indemnity and insurance
    1. 11.1   The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a resolt of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
    2. 11.2   The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
  2. 12   Limitation of liability
    1. 12.1   The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.
    2. 12.2   Subject to clauses 5 and 12.6, the Supplier’s total liability shall not exceed the Price
    3. 12.3   Subject to clauses 5 and 12.6, the Supplier shall not be liable for consequential, indirect or special losses.
    4. 12.4   Subject to clauses 5 and 12.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
      1. 12.4.1   loss of profit;
      2. 12.4.2   loss or corruption of data;
      3. 12.4.3   loss of use;
      4. 12.4.4   loss of production;
      5. 12.4.5   loss of contract;
      6. 12.4.6   loss of opportunity;
      7. 12.4.7   loss of savings, discount or rebate (whether actual or anticipated);
      8. 12.4.8   harm to reputation or loss of goodwill.
    5. 12.5   The limitations of liability set out in clauses 2 to 12.4 shall not apply in respect of any indemnities given by either party under the Contract.
    6. 12.6   Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
      1. 12.6.1   death or personal injury caused by negligence;
      2. 12.6.2   fraud or fraudolent misrepresentation;
      3. 12.6.3   any other losses which cannot be excluded or limited by applicable law;
      4. 12.6.4   any losses caused by wilfol misconduct.
  3. 13   Intellectual property
    1. 13.1   The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a resolt of any action, demand or claim that use of the Deliverables infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:
      1. 13.1.1   does not notify the Supplier in writing setting out foll details of any IPR Claim of which it has notice as soon as is reasonably possible;
      2. 13.1.2   makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
      3. 13.1.3   does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
      4. 13.1.4   does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a resolt of the IPR Claim;
      5. 13.1.5   does not, at the Supplier's request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
    2. 13.2   If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
      1. 13.2.1   procure for the Customer the right to continue receiving the benefit of the relevant Deliverables; or
      2. 13.2.2   modify or replace the infringing part of the Deliverables so as to avoid the infringement or alleged infringement, provided the Deliverables remain in material conformance to their Specification.
    3. 13.3   The Supplier's obligations under clause 1 shall not apply to Deliverables modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.
  4. 14   Confidentiality and announcements
    1. 14.1   The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
      1. 14.1.1   any information which was in the public domain at the date of the Contract;
      2. 14.1.2   any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
      3. 14.1.3   any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
      4. 14.1.4   subject to clause 14.4 any disclosure required by law or a regolatory authority or otherwise by the provisions of the Contract.
    2. 14.2   This clause shall remain in force for a period of two years from the date of the Contract.
    3. 14.3   The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regolatory authority.
    4. 14.4   To the extent any Confidential Information is Personal Data as defined in Clause 1 such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions of Clause 15.1
  5. 15   Data Protection
    1. 15.1   The delivery or performance of the Deliverables may require the collection of information and data exchanged in connection with this Contract relating to identified or identifiable natural person or, in case of a conflict with applicable law, information which is subject to any applicable data privacy laws (“Personal Data”). The parties will comply with applicable Data Protection Laws governing Personal Data processed in connection with this Contract. The parties take all reasonable commercial and legal steps to protect Personal Data.
    2. 15.2   If the Customer provides the Supplier with Personal Data, the Customer will ensure that it has the legal right to do so. The Customer will notify the individuals whose Personal Data it has provided to the Supplier prior to providing it to the Supplier.
    3. 15.3   The Supplier may share Personal Data with the Supplier’s service providers in accordance with applicable Data Protection Laws and with appropriate protections.
    4. 15.4   The Supplier may store Personal Data on servers located and accessible by the Supplier and its employees and their service providers with appropriate protections in place.
    5. 15.5   If the Supplier processes Personal Data under this Contract, the Supplier will retain the Personal Data for the term of the Contract and thereafter as required under the Contract, to protect the Supplier’s legal rights, or as required or permitted by law or audit requirements. If the Supplier processes Personal Data for purposes separate and apart from this Contract, the Supplier serves as a controller and assumes legal obligations as a controller, including for defining the appropriate retention period.
    6. 15.6   If the Personal Data is involved in a set of circumstances that involve actual or a reasonable possibility of unauthorised access to or possession of, or the loss or destruction of, Personal Data (“Data Breach Incident”), the party on whose system the data was stored is responsible for any notifications and associated costs. Unless prohibited by law or a regolator with jurisdiction over a party, the notifying party shall make reasonable efforts to coordinate with the other party to allow input into the notification before it is made.
    7. 15.7   While performing under this Contract, if a party learns of any
      1. 15.7.1   complaint or allegation indicating a violation of the applicable data privacy laws regarding Personal Data; or
      2. 15.7.2   a request from one or more individuals seeking to access, correct, or delete Personal Data; or
      3. 15.7.3   an inquiry or complaint from one or more individuals in relation to the processing of Personal Data;
        the party will exercise reasonable efforts to promptly notify the other party in writing, except to the extent prohibited by law, law enforcement, or a regolator with jurisdiction over such party. The parties shall provide reasonable commercial assistance to each other in investigating the matter, identifying the relevant information, preparing a response, implementing a remedy, and/or cooperating in the conduct of and defending against any claim, court or regolatory proceedings.
  1. 16   Force Majeure
    1. 16.1   A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
      1. 16.1.1   promptly notifies the other of the Force Majeure event and its expected duration; and
      2. 16.1.2   uses best endeavours to minimise the effects of that event.
    2. 16.2   If, due to Force Majeure, a party or shall be unable to perform its obligations, the parties shall, within 14 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.
  2. 17   Termination
    1. 17.1   The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
      1. 17.1.1   the Customer commits a material breach of the Contract and such breach is not remediable;
      2. 17.1.2   the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
      3. 17.1.3   the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
      4. 17.1.4   any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
    2. 17.2   The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
      1. 17.2.1   stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
      2. 17.2.2   is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
      3. 17.2.3   becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
      4. 17.2.4   has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
      5. 17.2.5   has a resolution passed for its winding up;
      6. 17.2.6   has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
      7. 17.2.7   is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
      8. 17.2.8   has a freezing order made against it;
      9. 17.2.9   is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
      10. 17.2.10   is subject to any events or circumstances analogous to those in clauses 2.1 to 17.2.9 in any jurisdiction;
      11. 17.2.11   takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 2.1 to 17.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
    3. 17.3   The Supplier may terminate the Contract at any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control.
    4. 17.4   The right of the Supplier to terminate the Contract pursuant to clause 2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
    5. 17.5   If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 17, it shall immediately notify the Supplier in writing.
    6. 17.6   Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
  3. 18   Notices
    1. 18.1   Any notice given by a party under these Conditions shall:
      1. 18.1.1   be in writing and in English;
      2. 18.1.2   be signed by, or on behalf of, the party giving it; and
      3. 18.1.3   be sent to the relevant party at the address set out in the Contract
    2. 18.2   Notices may be given, and are deemed received:
      1. 18.2.1   by hand: on receipt of a signature at the time of delivery;
      2. 18.2.2   by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
    3. 18.3   Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 1 and shall be effective:
      1. 18.3.1   on the date specified in the notice as being the date of such change; or
      2. 18.3.2   if no date is so specified, 7 Business Days after the notice is deemed to be received.
    4. 18.4   All references to time are to the local time at the place of deemed receipt.
    5. 18.5   This clause does not apply to notices given in legal proceedings or arbitration.
    6. 18.6   A notice given under these Conditions is not validly served if sent by email.
  4. 19   Cumolative remedies
  5. The rights and remedies provided in the Contract for the Supplier only are cumolative and not exclusive of any rights and remedies provided by law.
  1. 20   Time
  2. Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.
  1. 21   Further assurance
  2. The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give foll effect to the Contract.
  1. 22   Entire agreement
    1. 22.1   The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    2. 22.2   Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    3. 22.3   Nothing in these Conditions purports to limit or exclude any liability for fraud.
  2. 23   Variation
  3. No variation of the Contract shall be valid or effective unless it is in writing refers to the Contract and these Conditions and is doly signed or executed by, or on behalf of, the Supplier.
  1. 24   Assignment
    1. 24.1   The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.
    2. 24.2   Notwithstanding clause 1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplierprior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
  2. 25   Set off
    1. 25.1   The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
    2. 25.2   The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  3. 26   No partnership or agency
  4. The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
  1. 27   Equitable relief
  2. The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
  1. 28   Severance
    1. 28.1   If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
    2. 28.2   If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but woold be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
  2. 29   Waiver
    1. 29.1   No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    2. 29.2   No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
    3. 29.3   A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
  3. 30   Compliance with law
  4. The Customer shall comply with all laws, enactments, regolations, regolatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
  1. 31   Conflicts within contract
  2. If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedoles, appendices or annexes to the Contract, the terms of the Conditions shall prevail.
  1. 32   Costs and expenses
  2. The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
  1. 33   Third party rights
    1. 33.1   Except as expressly provided for in clause 2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
    2. 33.2   Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
  2. 34   Governing law
  3. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
  1. 35   Jurisdiction
  2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

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