Terms and Conditions (Business)

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

Conditions: means these terms and conditions as amended from time to time in accordance with clause 16.10.

Contract: means the contract between the Supplier and the Customer for the supply of Goods and any Services in accordance with these Conditions and any other document addressed to the Customer which is attached to or enclosed with these Conditions.

Customer: means the person or firm who purchases the Goods and any Services from the Supplier as set out in the Order.

Delivery Location: has the meaning given in clause 4.1.1 or shall be such alternative address as may be agreed between the parties in writing).

Force Majeure Event: has the meaning given to it in clause 15.

Goods: means the goods (or any part of them) set out in the Quotation or as otherwise agreed in writing between the parties.

Goods Specification: means the Supplier’s or (where applicable) the relevant manufacturer’s standard specification for the Goods, including any relevant plans and drawings, or such alternative specification for the Goods as is set out in the Quotation or agreed in writing between the parties.

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral 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 or unfair competition, rights in designs, rights in computer software, 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.

Order: means the Customer's order for the supply of Goods and any Services, as set out in the Customer's unqualified written acceptance of the Quotation (or such other document as may be agreed in writing by the Supplier from time to time).

Payment Schedule: means, where applicable, any payment schedule set out in the Quotation or otherwise agreed in writing between the parties.

Quotation: means the Supplier’s quotation document addressed to the Customer which includes a web link for accessing a copy of these Conditions.

Services: means any services agreed to be supplied by the Supplier to the Customer under the Contract as set out in the Contract and any applicable Service Specification (including without limitation installation and/or commissioning services and/or furniture removal services, but which for the avoidance of doubt shall not include any preventative maintenance services or any other servicing arrangements for any Goods).

Services Specification: means the description or specification for any Services provided in writing by the Supplier to the Customer, whether set out in the Quotation (where applicable) or otherwise.

Supplier: means Alpine HC Limited t/a Opera Beds, registered in England and Wales with company number 06318479, whose registered office and principal place of business is at Azure House, Connaught Road, Kingswood, Hull, East Yorkshire, HU7 3AP.

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

1.3 A reference to a party includes its successors and permitted assigns.

1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted from time to time, and includes all subordinate legislation made under that legislation or legislative provision from time to time.

1.5 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.6 A reference to writing or written excludes fax but not email.

2.1 The Order constitutes an offer by the Customer to purchase the Goods and any Services in accordance with the Contract (including these Conditions).

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order or (if earlier) when the Supplier delivers the Goods to the Customer.

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any illustrations and descriptions of the Goods and the Services contained in the Supplier's catalogues, brochures or other sales literature, in each case are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them.  They shall not form part of the Contract nor have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 The Quotation, and any other quotation given by the Supplier, shall not constitute an offer and is only valid for a period of 30 days from the date of issue (or, where a Quotation is issued to the Customer and refers to an alternative validity period, for such validity period as is set out in that Quotation).

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

2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer.

2.8 The Customer acknowledges and agrees that in the event that the Customer follows or acts upon any advice or recommendation given to the Customer or any of the Customer’s employees or agents by the Supplier or by any employee or agent of the Supplier, in relation to the storage, application or use of the Goods or otherwise in connection with the Goods or any Services, in each case which is not confirmed in writing by a duly authorised representative of the Supplier, then the Customer shall do so entirely at its own risk and (subject to clause 11.3) the Supplier shall not be liable for any related consequences of the same.

2.9 The Supplier may notify to the Customer a credit limit for purchasing Goods and Services from the Supplier.  The Supplier shall be entitled to change such credit limit or remove the Customer’s credit terms at any time upon giving notice to the Customer.

3.1 The Goods are described in the Goods Specification.

3.2 To the extent (if any) that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Supplier's use of the Goods Specification.  This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the Goods Specification:

3.3.1 if required by any applicable statutory or regulatory requirement;

3.3.2 in the event and to the extent that any part(s) or component(s) of any relevant Goods are not available or cease to be available to the Supplier, by (i) supplying alternative part(s) and component(s) which may not be identical to the unavailable part(s)/component(s) provided that in such circumstances the Supplier shall ensure that the relevant replacement part/component is equivalent in all material respects, and (ii) by making any reasonable adjustments to the Goods Specification to account for the use of any such replacement part(s)/component(s); or

3.3.3 in any case where the Goods are to be manufactured in accordance with a Goods Specification supplied by anybody other than the Customer, in any other way provided that the amendment will not materially affect the nature or quality of the relevant Goods, and in each case the Supplier shall notify the Customer in any such event.

3.4 Unless the Supplier has agreed in writing under the Contract to install the Goods, the Customer must make its own arrangements for installation of the Goods with the Customer’s chosen contractor(s).  Any such contract for installation of the Goods will be between the Customer and the Customer’s chosen contractor(s).  The Supplier shall not be a party to any such contract for installation of the Goods.  The Supplier shall not be liable for any actions or omissions of the Customer’s chosen contractor(s) including any aspect of the workmanship of such contractor(s).

Before the Customer places an order for any Goods, the Customer shall check the suitability for purpose of the relevant Goods and, where the Customer wishes to order any Goods to be made or configured by the Supplier to the Customer’s measurements, ensure that those measurements are correct before providing them to the Supplier. The Customer shall verify such matters with an appropriately qualified professional where reasonably required and shall not carry out any preparatory work or engage any third party installation contractor until the Customer has received and checked the relevant Goods.

4.1 Unless otherwise agreed in writing between the parties:

4.1.1 delivery of the Goods shall take place at the Customer’s corresponding delivery address stated in the relevant Order subject to clause 4.4 below
(“the Delivery Location”), which the Customer agrees shall always be an address that is consistent with any pre-approved range or category of delivery address(es) for the Customer agreed between the parties in writing from time to time; and

4.1.2 subject to clause 4.4 below, the Supplier shall deliver the Goods to the Customer by making the Goods available to the Customer at the Delivery Location as follows (and the Customer shall be responsible for the unloading of the delivered Goods from the Supplier’s (or the Supplier’s carrier’s) vehicle):

(a) where a specific delivery schedule is included in any corresponding Quotation or has otherwise previously been agreed between the parties in writing, in accordance with such delivery schedule (provided that the Supplier may deliver the Goods earlier than that upon giving the Customer reasonable prior notice); and 

(b) in any other case, at any time after the Supplier notifies the Customer that the Goods are ready for delivery. 

4.2 Unless otherwise agreed in writing between the parties (in which case delivery of the Goods shall be completed at such time and in such manner as is agreed in writing between the parties), delivery of the Goods shall be completed on the completion of (i) the Goods being made available to the Customer at the Delivery Location for unloading (where the Delivery Location is anywhere other than the Supplier’s premises) or (ii) the Goods being made available to the Customer at the Delivery Location for loading (where the Delivery Location is the Supplier’s premises).

4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.  The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 If it is not practically possible on the day of actual delivery for the Supplier to deliver any Goods to the Delivery Location (e.g. if the Delivery Location is unreachable by the Supplier’s or its carrier’s delivery vehicle due to it being located on a narrow lane), the Supplier reserves the right to arrange for the Goods to be delivered as near as possible to the Delivery Location. In all such cases it shall be the Customer’s responsibility to arrange an appropriate number of able-bodied persons to receive the delivery and carry the Goods in question to the Delivery Location. 

4.5 The quantity and quality of any consignment of Goods as recorded by the Supplier on despatch from the Supplier’s place of business shall be conclusive evidence of the quantity and quality received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

4.6 The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Supplier’s negligence) unless the Customer gives written notice to the Supplier of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received.

4.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.  The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.8 If the Customer fails to take delivery of the Goods when delivery is attempted by the Supplier or the Supplier’s carrier, then except where such failure is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

4.8.1 delivery of the Goods shall be deemed to have been completed at the time of attempted delivery by the Supplier or the Supplier’s carrier (as the case may be); and

4.8.2 the Supplier shall store the Goods until the Customer takes physical possession of the Goods and the Supplier shall charge the Customer for all related costs and expenses (including insurance).

4.9 If, within ten Business Days following the day on which the Customer failed to take delivery of the Goods when delivery was attempted by the Supplier or the Supplier’s carrier, the Customer has not taken physical possession of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.10 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

4.11 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract.  Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

 5.1 The Supplier warrants that on delivery the Goods shall: 

5.1.1 conform in all material respects with the Goods Specification; and

5.1.2 be free from material defects in design, material and workmanship.

5.2 The Customer agrees that it is solely responsible for ensuring that the Goods and any Services are fit and suitable for the Customer’s purposes.

5.3 Subject to clause 5.4, if:

5.3.1 the Customer gives notice in writing of a defect in the Goods to the Supplier within 3 Business Days following delivery or (for latent defects only) within 3 Business Days following the latent defect becoming apparent, that some or all of the Goods do not comply with the warranty set out in clause 5.1; and

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

5.3.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, then the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.4 The Supplier shall not be liable for any Goods' failure to comply with the warranty set out in clause 5.1 if:

5.4.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.3;

5.4.2 the defect arises because the Customer failed to follow the Supplier's or any relevant manufacturer’s oral or written instructions or training as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.4.3 the defect arises as a result of the Customer’s breach of any of the Customer’s obligations under the Contract;

5.4.4 the defect arises because the Customer failed to observe any requirements of the Customer set out in the Quotation or otherwise agreed in writing between the parties;

5.4.5 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

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

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

5.4.8 the Goods differ from the Goods Specification as a result of changes made pursuant to clause 3.3 above.

5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1 or for any other defects or issues arising in connection with the Goods.

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

 6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of the following two events:

6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due to the Supplier from the Customer under the Contract, in which case title to the Goods shall pass at the time of payment of all such sums; and

6.2.2 the Customer resells the Goods in accordance with clause 6.4, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 store the Goods separately from all other goods and property held by the Customer so that they remain readily identifiable as the Supplier’s property;

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;

6.3.4 notify the Supplier immediately if the Customer becomes subject to any of the events listed in clause 12.1.4 to 12.1.16 of these Conditions; and

6.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(a)             the Goods; and

(b)             the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1 it does so as principal and not as the Supplier's agent; and

6.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If at any time before title to any Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 12.1 below then, without limiting any other right or remedy that the Supplier may have:

6.5.1 the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business shall cease immediately; and the Supplier may at any time require the Customer to deliver up all Goods in its possession that have not been resold in accordance with the Contract, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

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

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for any Services specified in any Quotation or otherwise agreed in writing with the Customer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier reserves the right to amend any Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the relevant Services, and the Supplier shall notify the Customer in any such event.

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

8.1 The Customer shall (at the Customer’s expense):

 8.1.1 ensure that the terms of each Order, and any information it provides to the Supplier in connection with any or all of the Quotation and the Goods Specification and any Service Specification, in each case are complete and accurate;

8.1.2 co-operate reasonably and in a timely manner with the Supplier in all matters relating to the Goods and any Services (including but not limited to in relation to any installation procedures, commissioning procedures and related sign-off arrangements);

8.1.3 comply with any requirements of the Customer set out in the Quotation or in the Goods Specification or in any Service Specification or which are otherwise agreed in writing between the Supplier and the Customer from time to time;

8.1.4 provide the Supplier, and the Supplier’s employees, agents, consultants and subcontractors, with access to the Customer's premises and other facilities as reasonably required by the Supplier to provide any Services;

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

8.1.6 prepare the Customer's premises to a reasonable and safe standard for the supply of any Services; and

8.1.7 obtain and maintain all necessary licences, permissions and consents which may be required for any element of the Services before the date on which the Services are to start.

8.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”) then:

8.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Supplier’s obligations under the Contract until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations, in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

8.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as referred to in this clause 8.2; and

8.2.3 the Customer shall (i) reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default and (ii) pay on demand to the Supplier (following receipt of a related invoice from the Supplier) the agreed charges for any Goods and/or Services which were supplied or performed by the Supplier prior to the Supplier exercising its suspension right under clause 8.2.1 above.

9.1 Subject to clause 9.2, the price for the Goods and any Services: 

9.1.1 shall be the corresponding price set out in the Quotation or otherwise agreed in writing between the parties, or if there is no Quotation or written agreement or the Quotation or written agreement does not include any quoted price for the relevant Goods, shall be the corresponding price for such Goods set out in the Supplier's published price list as at the date of the Order; and

9.1.2 in all cases shall be exclusive of all costs and charges of packaging, insurance, transport and installation of the Goods, which shall be payable by the Customer in addition at the same time as payment is due for the supply of the relevant Goods.

9.2 The Supplier reserves the right to increase the price of the Goods and/or any Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the supply of the Goods and/or Services (as the case may be) to the Supplier that is due to:

9.2.1 any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

9.2.2 any request by the Customer to change the delivery date, quantities or types of Goods and Services ordered, or any part of the Goods Specification or any Service Specification; or

9.2.3 any delay caused by any instructions of the Customer in respect of the Goods or the Services, or any failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods or Services.

9.3 The Supplier shall invoice the Customer as follows:

9.3.1 where the Contract includes a Quotation setting out a specific invoicing arrangement or a specific invoicing arrangement has otherwise been agreed between the Supplier and the Customer in writing, in accordance with the applicable invoicing arrangement; and

9.3.2 in any other case, on or at any time after the Goods have been despatched for delivery.

9.4 Subject to clause 8.2.3, the Customer shall pay all charges for the Goods and Services to the Supplier: 

9.4.1 where the Contract includes a Quotation setting out a specific Payment Schedule or a specific Payment Schedule has otherwise been agreed between the Supplier and the Customer in writing, in accordance with the applicable Payment Schedule; and

9.4.2 in any other case, within 30 days following the date of the Supplier’s corresponding invoice,

in each case in full and into cleared funds to a bank account nominated in writing by the Supplier, and in all cases time for payment shall be of the essence of the Contract.

9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services (as the case may be).

9.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's other rights and remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. 
Interest under this clause 9.6 will accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%.

9.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and any Services (other than Intellectual Property Rights in any materials first provided by the Customer) shall, as between the Supplier and the Customer, be owned by the Supplier.

10.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the purposes of the Supplier performing its obligations and exercising its rights under the Contract (with a related right to sub-license in connection with such purposes).

11.1 The Customer agrees that it is responsible for making its own arrangements for the insurance of any liability which is excluded under the Contract.

11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

11.3.1 death or personal injury caused by negligence;

11.3.2 fraud or fraudulent misrepresentation; and

11.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.4 Subject to clauses 11.3 and 11.5, the Supplier's total liability to the Customer:

11.4.1 subject to clause 11.4.2, for any claim arising under or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall in all circumstances not exceed an amount equal to 100% of the price of the Goods and Services the subject of a valid claim; and

11.4.2 in aggregate for any and all claims arising under or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall in all circumstances not exceed an amount equal to 100% of the total price paid or payable by the Customer to the Supplier for the Goods and any Services under the Contract.

11.5 Subject to clause 11.3, the Supplier shall not be liable to the Customer for any:

11.5.1 loss of profit;

11.5.2 loss of sales or business;

11.5.3 loss of revenue;

11.5.4 loss of agreements or contracts;

11.5.5 loss of anticipated savings;

11.5.6 loss of use or corruption of software, data or information;

11.5.7 loss of or damage to goodwill; or

11.5.8 type of indirect, special or consequential loss or damage, costs, expenses or other claims for consequential compensation, in each case whatsoever (howsoever caused) which arise out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.

11.6 The Supplier has given commitments as to compliance of the Goods and any Services with relevant specifications in clause 5 (Quality of Goods) and clause 7 (Supply of Services).  In view of these commitments, 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) are, to the fullest extent permitted by law, excluded from the Contract.

11.7 This clause 11 shall survive termination of the Contract.

12.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

12.1.1 the Customer fails to pay any amount due under the Contract by the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

12.1.2 the Customer commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

12.1.3 the Customer repeatedly breaches any of the terms of the Contract in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

12.1.4 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (“IA 1986”) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

12.1.5 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

12.1.6 the Customer applies to court for, or obtains, a moratorium under Part A1 of the IA 1986; 

12.1.7 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

12.1.8 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

12.1.9 (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;

12.1.10 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

12.1.11 (being an individual) the Customer is the subject of a bankruptcy petition or order;

12.1.12 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

12.1.13 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.4 to 12.1.12 (inclusive);

12.1.14 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

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

12.1.16 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

12.2 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Goods and/or Services under the Contract, and any supplies of goods and/or services under any other contract between the Customer and the Supplier, in each case if (i) the Customer fails to pay any amount due under the Contract on the due date for payment, (ii) the Customer becomes subject to any of the events listed in clause 12.1.4 to 12.1.16, or (iii) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 12.1.4 to 12.1.16.

13.1 On termination of the Contract:

13.1.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of any Goods and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

13.1.2 the Customer shall return any and all Goods which have not been fully paid for in accordance with the Contract.  If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

13.2 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.

13.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

14.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years following the completion or termination of the Contract (whichever occurs first), disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 14.2.

14.2 Each party may disclose the other party's confidential information;

14.2.1 to those of its employees, officers, representatives, contractors, subcontractors and advisers who need to
know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors and advisers to whom it discloses the other party's confidential information comply with this clause 14; and

14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

15. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control (each a “Force Majeure Event”) including but not limited to acts of God, extreme or adverse weather conditions, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood,
natural disaster, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), breakdowns in machinery or other equipment, interruption or failure of utility service (including power failure), acts and omissions of any third party, restraints or delays affecting carriers, or inability or difficulties or delay in obtaining supplies of adequate or suitable materials.

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

16.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

16.3 Each party acknowledges and agrees that:

16.3.1 any notice or communication required or permitted to be given to a party under or in connection with the Contract shall be in writing and shall be:

(a)             delivered (i) by hand, or (ii) by pre-paid first-class post or recorded delivery or commercial courier to the other party’s principal place of business (where the other party’s principal place of business is in the United Kingdom only), or (iii) by pre-paid international first class post or recorded international delivery or by recorded international commercial courier to the other party’s principal place of business (where the other party’s principal place of business is not in the United Kingdom); or

(b)             sent by email to (where sent to the Supplier) the corresponding email address of the Supplier set out in or provided with the Quotation or otherwise notified by the Supplier from time to time and (where sent to the Customer) the corresponding principal point of contact for the Customer whose email address is stated in the Order or any relevant Quotation;

16.3.2 any notice or communication shall be deemed to have been received:

(a)             if delivered by hand, at the time the notice or communication is left at the proper address; or

(b)            if sent by pre-paid first-class post or recorded delivery (applies only where the other party’s principal place of business is in the United Kingdom), at 9.00 am on the second Business Day after posting; or

(c)            if sent by pre-paid international first class post or recorded international delivery (applies only where the other party’s principal place of business is not in the United Kingdom), at 9.00 am on the seventh Business Day after posting; or

(d)            if sent by email on a Business Day prior to 4:00 pm, at the time of transmission and otherwise at 9:00 am on the next Business Day; or

(e)            if delivered by commercial courier or by international commercial courier (dependent on the other party’s principal place of business location as mentioned in clause 16.3.1 above), on the date and at the time that the courier’s delivery receipt is signed;

16.3.3 this clause 16.3 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.4 If for any reason, any provision or part-provision of the Contract is or becomes invalid, illegal, void, voidable, unreasonable or unenforceable, such provision or part-provision shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 16.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

16.5 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.6 Except as set out in clause 2.7, any waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.7 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.8 The Contract constitutes the entire agreement between the parties and supersedes any previous agreements, promises, statements, representations,
assurances, warranties and understandings between the parties (whether made innocently or negligently) that are not set out in the Contract.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

16.9 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 

16.10 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

16.11 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

16.12 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation, save that nothing in this clause 16.12 shall limit the right of the Supplier to bring proceedings in any other court of competent jurisdiction.

16.13 In the event of any conflict or inconsistency between these Conditions and any applicable Quotation or other written agreement between the parties, then the Quotation or other written agreement (as the case may be) shall take precedence to the extent of such conflict or inconsistency.