Supply of Goods Terms and Conditions
TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS
NOTE:
(i) There are provisions contained in these
Conditions, in particular Conditions 2.4, 2.10, 3.2, 8.2, 8.4, 11, 12, 13 and
15 which exclude or limit liability of the Company, its servants and agents,
and Conditions 5 and 6.1, which provides to the Company a right of indemnity
against the Customer in certain circumstances.
(ii) The Company’s quoted and printed prices
are not fixed prices as appears from Condition 4.1 below, and may be increased
pursuant to Condition 4.4 below. The Customer may be liable for additional
costs pursuant to Conditions 4.3, 8.3 and/or 8.5.3.
1. DEFINITIONS
1.1 In these terms and conditions
(“Conditions”) the following words and expressions shall have the following
meanings:-
“Company”
Bankside Patterson Limited (company number 619346) whose registered office is at Catwick Lane, Brandesburton, Driffield, East Yorkshire
YO25 8RW;
“Contract”
the contract between the Company and the Customer for the sale and purchase of the Goods, incorporating these Conditions;
“Customer”
the person firm or company who purchases the Goods from the Company;
“Goods”
the goods to be supplied to the Customer by the Company (including any instalment of the goods or part of them) under the terms of the Contract;
“Order”
the order placed by the Customer with the Company for purchase of the Goods;
“Order Acknowledgement”
the written acknowledgement of the Order sent to the Customer by the Company upon acceptance of the Order by the Company.
1.2 In these Conditions references to any
statute or statutory provision shall, unless the context otherwise requires, be
construed as a reference to that statute or statutory provision as from time to
time amended, consolidated, modified, extended, re-enacted or replaced.
Headings will not affect the construction of these Conditions.
1.3 In these Conditions references to the
masculine include the feminine and the neuter and to the singular include the
plural and vice versa as the context admits or requires.
2. GENERAL
2.1 Subject to any variation under Condition
2.3 the Contract will be on these Conditions to the exclusion of all other
terms and conditions (including any terms and conditions which the Customer
purports to apply under any written Order, confirmation of Order, specification
or other document).
2.2 No terms or conditions endorsed upon,
delivered with or contained in the Customer’s written Order, confirmation of
Order, specification or other document will form part of the Contract simply as
a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s
sales and any variation to these Conditions and representations about the Goods
shall have no effect unless expressly agreed in writing and signed by a
director of the Company.
2.4 The Company is prepared to receive the
Order by telephone but will be under no liability whatsoever for any error or
omission claimed by the Customer to have arisen in relation to a telephone Order.
2.5 Each Order shall be deemed to be an offer
by the Customer to purchase Goods subject to these Conditions.
2.6 No Order shall be deemed to be accepted by
the Company until an Order Acknowledgement is issued by the Company or (if
earlier) the Company delivers the Goods to the Customer. Orders are accepted by
the Company subject to availability of products and supplies from the Company’s
suppliers required to fulfil the Contract.
2.7 The Customer must ensure that the terms of
its Order and any applicable specification are complete and accurate, and the
Customer is responsible for giving the Company any necessary information
relating to the Goods within a sufficient time to enable the Company to perform
the Contract in accordance with its terms.
2.8 Any quotation is given on the basis that no
contract will come into existence until the Company despatches an Order
Acknowledgement to the Customer. Any quotation is valid for a period of 30
days only from its date, provided that the Company has not previously withdrawn
it.
2.9 The Contract (and/or any Goods or
instalments of Goods comprised in the Contract) may only be cancelled by the
Customer with the Company’s prior written consent and upon cancellation the
Company shall be entitled to invoice the Customer for all work carried out to
date by the Company under the Contract including any costs and expenses
incidental to that work.
2.10 To ensure that any advice or recommendations
required by the Customer is given by an appropriate representative of the Company,
the Customer acknowledges that any advice or recommendations given by the
Company, its employees or agents to the Customer or its employees or agents as
to the storage application or use of the Goods, which is not confirmed in
writing by the Company, is followed or acted upon entirely at the Customer’s
own risk, and accordingly the Company shall not be liable for any adverse
results of any such advice or recommendation which has not been so confirmed in
writing.
3. DESCRIPTION
3.1 The description of the Goods shall be as
set out in the Company’s quotation and any specification or drawings issued by
the Company to the Customer (subject to Condition 3.2 below).
3.2 All advertising issued by the Company and
any descriptions or illustrations contained in any catalogue, brochure, or
leaflet issued by the Company are issued or published for the sole purpose of
giving an approximate idea of the Goods described in them. They will not form
part of this Contract.
3.3 Any samples given by the Company correspond
with the Goods as far as is reasonably possible given the nature of the Goods
but this is not a sale by sample and the samples are not to be treated as
forming part of the Contract.
3.4 The Company reserves the right to make any
changes in the specification of the Goods which are required to conform with
any applicable statutory or EC requirements or, where the Goods are to be
supplied to the Company’s specification, which do not materially affect their
quality or performance.
4. PRICE
4.1 The price payable for the Goods shall be
the price specified in the Order Acknowledgement, or (if no price is specified
or no Order Acknowledgement is submitted to the Customer) the price for the
Goods shall be the Company’s quoted price or, where no price has been quoted
(or a quoted price is no longer valid), the price listed in the Company’s
published price list current at the date of delivery or deemed delivery (“the
Price”).
4.2 The Price shall be exclusive of VAT and any
other similar taxes which the Customer shall be additionally liable to pay to
the Company.
4.3 Except as set out in these Conditions or
otherwise agreed between the Customer and the Company, all prices given by the
Company are inclusive of all transport, packaging and insurance costs and charges
associated with delivery of the Goods to the Customer. The Price of the Goods
shall however be exclusive of all costs and charges of transporting the Goods
to the Customer’s premises, unloading, packaging and insurance in respect of
deliveries outside mainland Great Britain (i.e. outside England, Scotland or
Wales. In such cases all transport, unloading, packaging and insurance costs
and charges shall be paid by the Customer in addition to the Price of the Goods
when it is due to pay the Price.
4.4 The Company may at any time upon reasonable
advance notice to the Customer increase the Price by an amount equal to the
increase in the Company’s cost in carrying out its obligations under the
Contract which is due to any factor beyond the control of the Company
(including but not limited to any significant increase in raw material, labour
or energy costs or other costs of manufacture, any foreign exchange
fluctuation, currency regulation or alteration of duties) and a proportionate
increase in Price required to preserve the Company’s profit margin.
5. ADDITIONAL COSTS
The Customer agrees to indemnify the Company on demand against any
loss or extra cost incurred by the Company through the Customer’s instructions
or lack or instructions or through any act or default on the part of the
Customer its servants or employees.
6. INTELLECTUAL PROPERTY
6.1 The Customer shall indemnify the Company
against all loss, costs, claims, expenses and damages awarded against or
incurred by the Company arising out of any alleged infringement of any patent,
trade mark, registered design, design right, copyright or other industrial or
intellectual property rights of any other person arising out of the manufacture
or sale of Goods made to the specification or special requirements (including
without limitation the application of any process) of the Customer.
6.2 All written information, drawings, artwork,
images and diagrams (excluding the Goods themselves) prepared by the Company in
relation to the supply of Goods and the copyright therein and all other items
owned by the Company and used in the production of the Goods shall remain the
property of the Company and shall be returned by the Customer on demand. All
such information shall be treated as confidential and shall not be copied or
reproduced or disclosed to any third party without the prior written consent of
the Company.
6.3 The Customer shall ensure that its
employees, servants and agents and all those under the Customer’s control and
supervision shall comply with the obligations of confidentiality contained at
Condition 6.2.
6.4 The supply of Goods by the Company shall
not confer any right upon the Customer to use any of the Company’s trade marks
(except in the re-sale of the Goods in the packaging supplied by the Company),
or any of the Company’s patents, design rights or other industrial or
intellectual property rights, and at all times such patents, trade marks,
design rights and other industrial or intellectual property rights shall remain
the absolute property of the Company (or its suppliers).
7. PAYMENT
7.1 Unless otherwise stated in the Order
Acknowledgement, the Company shall be entitled to invoice the Customer for the
Price of the Goods on or at any time after delivery of the Goods, unless the
Goods are to be collected by the Customer or the Customer wrongfully fails to
take delivery of the Goods, in which event the Company shall be entitled to
invoice the Customer for the Price at any time after the Company has notified
the Customer that the Goods are ready for collection or (as the case may be)
the Company has tendered delivery of the Goods.
7.2 Unless otherwise stated in the Order
Acknowledgement or otherwise agreed in writing with the Company, the Customer
shall pay the Price on or before the date 60 days after the date of the
Company’s invoice PROVIDED ALWAYS that payment shall become due on demand in
any event forthwith upon the occurrence of any of the events referred to in
Condition 10.7. The Company shall be entitled to recover the Price
notwithstanding that delivery may not have taken place and/or the property in
the Goods has not passed to the Customer.
7.3 If upon the terms of the Contract monies
due shall be payable by instalments, a default by the Customer of the payment
of any instalment due shall cause the whole of the balance of the sums due to
become due forthwith.
7.4 The sums due to the Company under the
Contract shall be due in full to the Company in accordance with the terms of
the Contract and the Customer shall not be entitled to make any deduction
whether by way of set-off, counterclaim, discount, abatement or otherwise
unless the Customer has a valid court order requiring an amount equal to such
deduction to be paid by the Company to the Customer.
7.5 The time of payment of the Price (and any
other sums due from the Customer to the Company pursuant to the Contract or
these Conditions) shall be of the essence of the Contract.
7.6 If the Customer fails to make any payment
on the due date then, without prejudice to any other right or remedy available
to the Company, the Company shall be entitled to:
7.6.1 cancel the Contract or suspend any further
deliveries to the Customer;
7.6.2 appropriate any payment made by the Customer
to such of the Goods (or any goods supplied under any other contract between
the Customer and the Company) as the Company may think fit (notwithstanding any
purported appropriation by the Customer); and
7.6.3 The Company reserves the right to claim and charge the
Customer interest (and reasonable compensation for debt recovery costs) under
the terms of The Late Payment of Commercial Debts (Interest) Act 1998 and any
enactment, order, regulation or other statutory instrument made thereunder.
7.7 The Company shall be entitled to withhold
an amount equal to any amount due from the Customer to the Company from any
amount due from the Company to the Customer on any account whatsoever and any
term of any contract between the Customer and the Company that is inconsistent
with this Condition shall be deemed to have been amended accordingly.
7.8 No payment shall be deemed to have been
received until the Company has received cleared funds.
7.9 Notwithstanding any other provisions in
these Conditions, the Customer shall be entitled to open a trading/credit
account with the Company only with the prior agreement of the Company, which
agreement shall include the Company making appropriate enquiries and being
satisfied as to the Customer’s creditworthiness.
8. DELIVERY OF GOODS
8.1 Unless specifically agreed in writing between
the parties, delivery of the Goods shall take place by the Company (or its
agents) delivering the Goods (by a method of transport the Company thinks
suitable) to the address of the Customer specified in the Order Acknowledgement
(or such other place agreed in writing by the parties).
8.2 The date (or dates) for delivery of the
Goods shall be the relevant date (or dates) specified in the Order Confirmation
or (if no Order Confirmation is used, or no date(s) are specified therein) the
delivery date (or dates) shall be as otherwise specified by the Company in
writing. If no dates are so specified, delivery will be within a reasonable
time.
8.3 Where delivery is to be made by the Company
or its agents, the Customer will provide safe and proper means of access to the
Customer’s delivery points and for any vehicles used by the Company or its
agents. Except where it is expressly agreed in writing by the Company prior to
delivery that the Company shall unload the Goods from the vehicle, the Customer
shall be responsible for unloading the Goods from the vehicle, and shall
provide all necessary personnel, equipment, means or facilities for the
reception and unloading of the Goods (including where reasonably needed the
attendance of the Customer’s representatives at such delivery). If the Customer
does not comply with any of its obligations under this Condition 8.3, the
Company shall be entitled to withhold delivery and/or to charge the Customer
for any additional costs and time thereby incurred by the Company.
8.4 The Company shall use reasonable efforts to
meet delivery dates, but (subject to Condition 8.5) dates for delivery are
estimates only and delivery is subject to performance by the Company’s own
suppliers and (where appropriate) haulage contractors. Time for delivery shall
not be made of the essence by notice from the Customer or any other party.
Subject to the other provisions of these Conditions the Company will not be
liable for any loss (including loss of profit), costs, damages, charges or
expenses caused directly or indirectly by any delay in the delivery of the
Goods (even if caused by the Company’s negligence), nor will any delay entitle
the Customer to terminate or rescind the Contract unless such delay exceeds 30
days. The Goods may be delivered by the Company in advance of the quoted
delivery date upon giving reasonable notice to the Customer.
8.5 The Company may upon request from the
Customer (in its absolute discretion, and subject to such additional terms and
conditions, including an appropriate additional charge, as the Company may
specify) provide a guarantee of delivery or completion of the Customer’s Goods
to the Customer within a time or period specified in such guarantee. Any such
guarantee shall only be valid if it is given in writing signed by a director of
the Company and expressly states that delivery or completion (as the case may
be) is guaranteed. Any such guarantee of delivery or completion (or where by
express written agreement of the Company time for delivery is of the essence of
the Contract) shall in all cases be subject to these Conditions (excluding
Condition 8.4 above but including, without limitation, Conditions 12 and 15).
8.6 If the Customer refuses or fails to take
delivery of the Goods within the Customer’s normal working hours on the date of
delivery, or if the Company is unable to deliver the Goods on time because the
Customer has not provided appropriate instructions, documents, licences or
authorisations:
8.6.1 risk in the Goods will pass to the Customer
(including for loss or damage caused by the Company’s negligence);
8.6.2 the Goods will be deemed to have been
delivered; and
8.6.3 the Company may store the Goods and the
Customer shall in addition to the Price payable under Condition 7 pay all
related costs and expenses (including without limitation the costs for storage
and insurance and any additional delivery costs incurred by the Company).
8.7 Where the Goods are handed to a carrier for
carriage to the Customer any such carrier shall be deemed to be an agent of the
Company and not the Customer for the purposes of Sections 44, 45 and 46 of the
Sale of Goods Act 1979.
8.8 Section 32(3) of the Sale of Goods Act 1979
shall not apply to Goods sent by the Company.
8.9 Where the Goods are to be delivered in instalments,
each delivery shall constitute a separate contract and failure by the Company
to deliver any one or more of the instalments in accordance with these
Conditions or any claim by the Customer in respect of any one or more
instalments shall not entitle the Customer to treat the Contract as a whole as
repudiated.
9. RETURN OF GOODS
Without prejudice to
the provisions of Condition 11 below, Goods supplied in accordance with the
Contract cannot be returned without the Company’s prior written authorisation.
Duly authorised returns shall be sent to only such address as the Company shall
notify to the Customer and only at the Customer’s expense.
10. PASSING OF TITLE TO AND RISK IN GOODS
10.1 Risk of damage to or loss of the Goods shall
pass to the Customer:
10.1.1 in the case of Goods to be delivered by the
Company, at the time of delivery; or
10.1.2 in the case of Goods to be collected from the
Company’s premises, at the time when the Company notified the Customer that the
Goods are available for collection; or
10.1.3 if the Customer wrongfully refuses or fails
to take delivery of the Goods or in any of the other circumstances described in
Condition 8.6, at the time when the Company has tendered delivery of the Goods
(or, if appropriate, when the Goods would have been delivered but for the
default of the Customer).
10.2 Notwithstanding delivery and the passing of
risk in the Goods, or any other provision of these Conditions, the property in
the Goods shall not pass to the Customer (and the Company therefore retains
title to and continues to own the Goods) until the Company has received payment
in full for all sums due under this Contract and all other sums which are or
which become due to the Company from the Customer on any account.
10.3 Until such time as title to the Goods has
passed to the Customer pursuant to Condition 10.2 the Goods shall be stored
separately from any goods belonging to the Customer or any third party (at no
cost to the Company), shall be kept clearly marked as being the Company’s
property and the Customer shall not destroy, deface or obscure any identifying
mark or packaging on or relating to the Goods.
10.4 Until title to the Goods has passed to the
Customer pursuant to Condition 10.2 the Customer shall be entitled to sell or
use Goods in the ordinary course of its business (which in the case of a sale
must be at the full market value of the Goods) and any such sale shall be a
sale of the Company’s property on the Customer’s own behalf and the Customer
shall deal as principal when making such a sale.
10.5 The Customer shall insure the Goods (with
the name of the Company noted on the policy until title passes pursuant to
Condition 10.2 or until the Company retakes possession of them) from the time
that risk passes and shall produce the policy to the Company for inspection on
request. Until title to the Goods passes to the Customer as aforesaid, the
Customer must hold any proceeds of such insurance on trust for the Company and
not mix them with any other money, nor pay such proceeds into an overdrawn bank
account. If the Customer fails to insure the Goods, the Company may do so and
recover the cost from the Customer.
10.6 Save as expressly provided in this Condition
10 the Customer shall not assign, lease, pledge, charge or grant rights to
third parties over the Goods in any way until they have been paid for in full
by the Customer, but if the Customer does so all monies owing by the Customer
to the Company shall (without prejudice to any other right or remedy of the
Company) forthwith become due and payable.
10.7 If the Customer does not pay the Company in
full when due, compounds with its creditors, executes an assignment for the
benefit of its creditors, has a bankruptcy order made against him or, being a
company, enters into voluntary or compulsory liquidation or has an
administrator or administrative receiver or receiver appointed over all or part
of its assets or takes or suffers any similar action in consequence of debt or
becomes insolvent or if the Company has reasonable cause to believe that any of
these events is likely to occur, the Customer’s right to possession of the
Goods shall terminate immediately, and the Company shall have the right,
without prejudice to any other remedies:-
10.7.1 to enter without prior notice any premises
where Goods owned by it may be and to repossess and dispose of any Goods owned
by it so as to discharge any sums owed to it by the Customer under the Contract
or any other contract;
10.7.2 to require the Customer not to resell or part
with possession of any Goods owned by the Company until the Customer has paid
in full sums owed by it to the Company under the Contract or any other
contract; and
10.7.3 to withhold delivery of any undelivered
Goods.
10.8 Unless the Company expressly elects
otherwise, any contract between it and the Customer for the supply of Goods
shall remain in existence notwithstanding any exercise by the Company of its
rights under this Condition.
10.9 The Customer hereby irrevocably licences the
Company, its agents and employees to enter any premises occupied by the
Customer where the Company reasonably believes Goods owned by it are stored at
any time to inspect them, or, where the Customer’s right to possession has
terminated, to remove such Goods.
10.10 Until such time as property in the Goods
passes to the Customer, the Company shall be entitled at any time to require
the Customer to deliver the Goods to the Company and the Customer shall comply
with any such request as soon as practicable thereafter.
11. WARRANTY
11.1 Subject to the conditions set out below, the
Company warrants that the Goods will be of satisfactory quality (within the
meaning of the Sale of Goods Act 1979) at the time of delivery and the Company
shall at its option refund the Price at the pro rata contract rate or
repair or replace free of charge any Goods which are defective provided:-
11.1.1 the Customer complies with the provisions of
Condition 11.3; and
11.1.2 the Customer does not make any further use of
such Goods (or the part of the Goods which are defective) after giving notice
pursuant to Condition 11.3; and
11.1.3 the defect has not arisen because the
Customer failed to follow the Company’s oral or written instructions as to the
storage, installation, commissioning, use or maintenance of the Goods or (if
there are none) good trade practice; and
11.1.4 the Customer has not altered or repaired such
Goods without the written consent of the Company; and
11.1.5 the defect has not arisen from any drawing,
design or specification supplied by the Customer in relation to the Goods.
11.2 If the Company complies with Condition 11.1
it shall have no further liability for a breach of the warranty in the
Condition 11.1 in respect of such Goods, subject only (in the case of Goods
comprising caravan chassis) to its liability (if any) to the person who
ultimately purchases the finished caravan under the terms of the Company’s
end-user anti-corrosion warranty referred to as the ‘Warranty Passport’.
11.3 The Company shall not be liable for a breach
of the warranty in Condition 11.1 unless:
11.3.1 (whether or not delivery is refused by the
Customer) the Customer gives written notice of the defect to the Company within
7 days from the date of delivery or (where the defect or failure was not
apparent on reasonable inspection) within a reasonable time after discovery of
the defect or failure; and
11.3.2 the Company is given a reasonable opportunity
after receiving the notice to examine such Goods and the Customer (if asked to
do so by the Company) permits the Company (or its agents) to collect such Goods
(or the part of the Goods which are defective) and return them to the Company’s
place of business for the examination to take place there.
If the Customer does not notify the Company in
accordance with this Condition 11.3, the Customer shall not be entitled to
reject the Goods and the Company shall have no liability for such defect or
failure, and the Customer shall be bound to pay the Price and any additional
costs specified in the Contract or as provided in these Conditions as if the
Goods had been delivered in accordance with the Contract.
11.4 Where the Goods are to be delivered by
instalments any defect in any instalment shall not entitle the Customer to
cancel the remainder of the instalments.
11.5 Where the Company is not the manufacturer of
the Goods, the Company will endeavour upon request to transfer to the Customer
the benefit of any warranty or guarantee given to the Company.
12. LIMITATION OF LIABILITY
12.1 Subject to Condition 11, the following
provisions set out the entire financial liability of the Company (including any
liability for the acts or omissions of its employees, agents and
sub-contractors) to the Customer in respect of:
12.1.1 any breach of these Conditions; and
12.1.2 any representation, statement or tortious act
or omission including negligence arising under or in connection with the
Contract.
12.2 All warranties, conditions and other terms
implied by statute or common law (save for the conditions implied by section 12
of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services
Act 1982) are, to the fullest extent permitted by law, excluded from the
Contract. In particular (but without prejudice to the generality of the
foregoing) the Company expressly excludes any warranty that the Goods will be
fit for the Customer’s purposes (even if the Company has been notified of such
purposes).
12.3 Nothing in these Conditions excludes or
limits the liability of the Company for death or personal injury caused by the
Company’s negligence or for fraudulent misrepresentation.
THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 12.4 AND 12.5:-
12.4 The Company shall not be liable to the Customer for any:
12.4.1 loss of profits;
12.4.2 loss
of anticipated profits;
12.4.3 loss
of anticipated savings;
12.4.4 loss
of expected future business;
12.4.5 damage
to the Customer’s reputation or goodwill; and/or
12.4.6 corruption
of any data;
which arise out of or in connection with the performance or
contemplated performance by the Company of the Contract, or
12.4.7 any damages, costs, expenses or other claims
for consequential compensation whatsoever (howsoever caused) whether arising
from negligence, breach of contract or howsoever caused which may not fairly
and reasonably be considered to have arisen naturally from the breach by the
Company of any obligation in the Contract and which were not at the date of the
Contract reasonably foreseeable as liable to result from the breach.
12.5 Subject to Condition 12.3 and without
prejudice to Condition 12.4, the Company’s total liability arising in contract
(including without limitation any breach of these Conditions by the Company),
tort (including negligence or breach of statutory duty) misrepresentation,
damage to the Customer’s tangible property or otherwise arising out of or in
connection with the performance or contemplated performance by the Company of
the Contract shall be limited to the following amounts:
12.5.1 in respect of damage to the
tangible property of the Customer resulting from the negligence of the Company
or its employees, the sum of £5,000,000;
12.5.2 in respect of misrepresentation
by any director or employee of the Company, the sum of £500,000; and
12.5.3 in respect any liability not
falling within the scope of sub-clauses 12.5.1 or 12.5.2, the sum of £5,000.
13. NON-DELIVERY
13.1 The quantity of any consignment of Goods as
recorded by the Company upon despatch from the Company’s place of business
shall be conclusive evidence of the quantity received by the Customer on
delivery unless the Customer can provide conclusive evidence proving the
contrary.
13.2 The Company shall not be liable for any
non-delivery of Goods or shortages or discrepancies in the quantity of Goods
(even if caused by the Company’s negligence) unless written notice is given to
the Company within 7 days of the date when the relevant Goods would in the
ordinary course of events have been received.
13.3 Any liability of the Company for non-delivery
of Goods or shortages or discrepancies in the quantity of any Goods shall be
limited to replacing any relevant Goods within a reasonable time or issuing a
credit note at the pro rata Contract rate against any invoice raised for
such Goods.
14. COMMUNICATIONS
14.1 All communications between the parties about
this Contract must be in writing and delivered by hand or sent by pre-paid
first class post or sent by facsimile transmission or electronic mail:
14.1.1 (in case of communications to the Company) to
its registered office specified in Condition 1.1 above, or to such changed
address as shall be notified to the Customer by the Company from time to time;
or
14.1.2 (in the case of the communications to the
Customer) to the registered office of the Customer (if it is a company) or (in
any other case) to any address of the Customer set out in any document which
forms part of this Contract or such other address as shall be notified to the
Company by the Customer from time to time.
14.2 Communications shall be deemed to have been
received:
14.2.1 if sent by pre-paid first class post, 2 days
(excluding Saturdays, Sundays and bank and public holidays) after posting
(exclusive of the day of posting);
14.2.2 if delivery by hand, on the day of delivery;
14.2.3 if sent by facsimile transmission or
electronic mail on a working day prior to 4.00 pm, at the time of transmission
and otherwise on the next working day.
15. FORCE MAJEURE
The Company reserves the right to defer
the date of delivery or to cancel the Contract or reduce the volume of the
Goods ordered by the Customer (without liability to the Customer) if it is
prevented from or delayed in the carrying on of its business due to
circumstances beyond the reasonable control of the Company including, without
limitation, acts of God, governmental actions, war or national emergency, riot,
civil commotion, fire, explosion, flood, epidemic, lock-outs, blockades,
strikes or other labour disputes (whether or not relating to either party’s
workforce), any restriction imposed by any local, municipal or government
authority (including UK or other Customs authorities), restraints or delays
affecting carriers or inability or delay in obtaining supplies of adequate or
suitable stocks of Goods PROVIDED THAT if the event in question continues for a
continuous period in excess of 30 days, the Customer shall be entitled to give
notice in writing to the Company to terminate the Contract.
16. SUB-CONTRACTING
16.1 The Customer shall not be entitled to assign
or sub-contract the whole or any part of the Contract without the prior written
consent of the Company.
16.2 The Company may assign or sub-contract the
whole or any part of the Contract to any person firm or company.
17. GENERAL
17.1 Each right or remedy of the Company under
the Contract is without prejudice to any other right or remedy of the Company
whether under the Contract or not.
17.2 If any provision of the Contract is found by
any court, tribunal or administrative body of competent jurisdiction to be
wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity, voidness,
voidability, unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such provisions shall
continue in full force and effect.
17.3 Failure or delay by the Company in enforcing
or partially enforcing any provision of the Contract will not be construed as a
waiver of any of its rights under the Contract.
17.4 Any waiver by the Company of any breach of,
or any default under, any provision of the Contract by the Customer will not be
deemed a waiver of any subsequent breach or default and will in no way affect
the other terms of the Contract.
18. PROPER LAW
The Contract shall in all respects by
governed by English Law and shall be deemed to have been made in England and the Customer and the Company agree to submit to the exclusive jurisdiction of
the English Courts.