1.1 “Supplier” shall mean UK Machine Knives Limited its successors and assigns or any person acting on behalf of and with the authority of UK Machine Knives Limited.
1.2 “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall include any person acting on behalf of and with the authority of such person or entity.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall mean Goods supplied by the Supplier to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the Order, invoices, quotation, work authorisation or any other forms as provided by the Supplier to the Customer.
1.5 “Services” shall mean all services supplied by the Supplier to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 “Price” shall mean the cost of the Goods and/or Services as agreed between the Supplier and the Customer subject to clause 3 of this contract.
1.7 “Order” shall mean the means the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form or the Customer’s written acceptance of the Supplier’s quotation, as the case may be.
2.1 The order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these terms and conditions to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing .
2.2 Any instructions received by the Supplier from the Customer for the supply of Goods and/or Services and/or the Customer’s acceptance of Goods and/or Services supplied by the Supplier shall constitute acceptance of the terms and conditions contained herein.
2.3 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.4 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Supplier.
2.5 The Customer undertakes to give the Supplier at least fourteen (14) days notice of any change in the Customer’s name, address and/or any other change in the Customer’s details.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer in accordance with the specification agreed for the Services in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3.3 The Supplier reserves the right to amend the Services 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 Services, and the Supplier shall notify the Customer in any such event.
3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 If the Supplier’s performance of any of its obligations to provide the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation:
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the such default, and to rely on the default to relieve it from the performance of any of its obligations in each case to the extent the default prevents or delays the Supplier’s performance of any of its obligations;
(b) 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 set out in this clause; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the default by the Customer.
4. Price And Payment
4.1 Subject to clause 3.2, the Price shall be either:
as set out in the Order; or if no price is quoted;
the Supplier’s published price list as at the date of the Order .
4.2 Any quotation is only valid for thirty (30) days from its date of issue. The Supplier reserves the right to increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to the Supplier that is due to:
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);
any request by the Customer to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the specification for the Goods and/or Services; or
any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods and/or Services.
4.3 The Supplier shall invoice the Customer for the Goods and/or Services upon delivery of the Goods and/or completion of the Services.
4.4 Time for payment shall be of the essence of the contract and will be stated on the invoice or any other forms. If no time is stated then the Customer shall pay each invoice raised by the Seller within thirty (30) days of the date of the invoice.
4.5 If stated in the Order, payment shall be due on delivery of the Goods, or at the Supplier’s sole discretion, payment for approved Customers shall stated to be made by instalments in accordance with an agreed payment schedule.
4.6 Payment will be made by cheque or by direct bank transfer (BACS), or by any other method as agreed to between the Customer and the Supplier.
4.7 VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
5. Delivery Of Goods
5.1 At the Supplier’s sole discretion delivery of the Goods shall take place when:
the Customer takes possession of the Goods at the Supplier’s address; or
the Customer takes possession of the Goods at the Customer’s address or other address nominated by the Customer (in the event that the Goods are delivered by the Supplier or the Supplier’s nominated carrier).
5.2 The costs of delivery are in addition to the Price.
5.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery.
5.4 The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
5.5 The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
such discrepancy in quantity shall not exceed 10%; and
the Price shall be adjusted pro rata to the discrepancy.
5.6 The failure of the Supplier to deliver shall not entitle either party to treat this contract as repudiated.
5.7 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 an event outside the control of the Supplier 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.
5.8 The Supplier shall not be liable for any loss or damage whatever due to failure by the Supplier to deliver the Goods (or any of them) promptly or at all.
6.1 All risk for the Goods passes to the Customer on delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
7.1 It is agreed by the Customer that ownership of the Goods shall not pass until:
the Customer has paid all amounts owing for the particular Goods; and
the Customer has met all other payment obligations due by the Customer to the Supplier in respect of all contracts between the Supplier and the Customer.
7.2 Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership or rights in respect of the Goods shall continue.
7.3 It is further agreed that until such time as ownership of the Goods shall pass from the Supplier to the Customer:
the Goods shall be kept separate and identifiable as the Supplier’s property;
the Customer may not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
the Customer will 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;
the Customer will give the Supplier such information relating to the Goods as the Supplier may require from time to time;
the Supplier may give notice in writing to the Customer to return the Goods or any of them to the Supplier. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease;
the Supplier shall have the right of stopping the Goods in transit whether or not delivery has been made;
if the Customer fails to return the Goods to the Supplier then the Supplier or the Supplier’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods;
the Customer is only a bailee of the Goods and until such time as the Supplier has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Supplier;
the Customer shall not deal with the money of the Supplier in any way which may be adverse to the Supplier;
the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods;
the Supplier can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
if the Goods are converted into other products, the parties agree that the Supplier will be the owner of the end products.
8.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
8.2 To the extent permitted by statute, no further warranty is given by the Supplier as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded.
9.1 The Customer shall inspect the Goods on delivery within seven (7) days (including any event where the Goods may then be supplied to a third party after delivery by the Customer), and shall notify the Supplier of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford the Supplier an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Supplier has agreed in writing that the Customer is entitled to reject, the Supplier’s liability is limited to either (at the Supplier’s discretion) replacing the Goods or repairing the Goods.
9.2 No Goods shall be accepted for return except in accordance with clause 7.1 above.
The Supplier will not accept the return of non-defective Goods for credit or refund.
11. Intellectual Property
11.1 Where the Supplier has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings shall remain vested in the Supplier. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. The
11.2 The Customer warrants that all designs or instructions to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Order. To the extent that the Goods are to be manufactured in accordance with a 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 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 specification supplied by the Customer. This clause 11.2 shall survive termination of the contract.
11.3 The Customer hereby authorises the Supplier to utilise images of the Goods designed or supplied by the Supplier in advertising, marketing, or competition material by the Supplier.
12. Default & Consequences of Default
12.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment; or
12.2 The Supplier may charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
12.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in pursuing the debt including legal costs on a solicitor and own client basis and the Supplier’s collection agency costs.
12.4 Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Supplier may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier exercised its rights under this clause.
12.5 If any account remains overdue after thirty (30) days then an amount of ?20.00 shall be levied as an administration fee and shall be levied for each month that the account remains overdue, which sums shall become immediately due and payable.
12.6 Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any Order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:
any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Customer will be unable to meet its payments as they fall due; or
the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
13.1 The Supplier may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. On giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price. The Supplier shall not be liable for any loss or damage whatever arising from such cancellation.
13.2 Cancellation of orders for Goods will definitely not be accepted once the Order has been accepted, including Goods made to the Customer’s specifications or non-stocklist items.
14. Data Protection Act 1998
14.1 The Customer and the Guarantor/s (if separate to the Customer) authorises the Supplier to:
(a) collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and
(b) to disclose information about the Customer, whether collected by the Supplier from the Customer directly or obtained by the Supplier from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing a default by the Customer on publicly accessible credit reporting databases.
14.2 The Supplier may also use information about the Customer to monitor and analyse its business. In this connection the Customer authorises the Supplier to disclose personal information to agents or third parties engaged by the Supplier.
14.3 The Customer consents to the transfer of information outside of the European Economic Area for the purposes listed above.
14.4 Where the Customer is an individual the authorities under (clause 15.1) are authorities or consents for the purposes of the Data Protection Act 1998.
14.5 The Customer shall have the right to request the Supplier for a copy of the information about the Customer retained by the Supplier and the right to request the Supplier to correct any incorrect information about the Customer held by the Supplier.
15. Limitation of Liability
15.1 The Supplier shall be under no liability whatever to the Customer for any indirect loss and/or expense (including but not limited to loss of profit, loss of goodwill, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information and indirect or consequential loss) suffered by the Customer or any third party arising out of a breach by the Supplier of these terms and conditions.
15.2 In the event of any breach of this contract by the Supplier the remedies of the Customer shall be limited to damages and the Supplier’s liability (if any) whether in contract, tort (including negligence), breach of statutory duty or otherwise in respect of any defect in the Goods, or for any breach of these terms and conditions, or of any duty owed to the Customer in connection with them shall be limited to the amount of the Price.
15.3 For the avoidance of doubt, nothing in these terms and conditions shall exclude or restrict the Supplier’s liability which cannot be legally limited including but not limited to liability, to any person for death or personal injury to that person resulting from the Supplier’s negligence, fraud or fraudulent misrepresentation or 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. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
16. Customer’s Disclaimer
The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Customer by the Supplier and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment.
17.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
17.2 These terms and conditions and any contract to which they apply shall be governed by the laws of England and Wales and are subject to the jurisdiction of the courts of England and Wales.
17.3 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its principal place of business or sent by email to the address specified in the Order. Any notice shall be deemed to have been received, if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address and if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the third day after posting or at the time recorded by the delivery service and if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume and business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
17.4 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Supplier and the Price shall be paid in full.
17.5 The Supplier may assign or sub-contract all or any part of its rights and obligations without the Customer’s consent. The Customer shall not assign all or any part of its rights and obligations without the Customer’s consent all or any part of its rights and obligations without the Supplier’s consent.
17.6 The Supplier reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Customer of such change. Except where the Supplier supplies further Goods to the Customer and the Customer accepts such Goods, the Customer shall be under no obligation to accept such changes.
17.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
Terms and Conditions for Suppliers
1. Definitions and Interpretation
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 14.4.
“Contract” means the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.
“Customer” means UK Machine Knives Limited (registered in England and Wales with company number 05729663).
“Delivery Date” means the date specified in the Order, or, if none is specified, within 20 days of the date of the Order.
“Delivery Location” means the address for delivery of Goods as set out in the Order.
“Goods” means the goods (or any part of them) set out in the Order.
“Order” means the Customer’s order for the Goods, as set out in the Customer’s purchase order or in the Customer’s written acceptance of the Supplier’s quotation, as the case may be.
“Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
“Supplier” means the person or firm from whom the Customer purchases the Goods.
1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.3 a reference to writing or written includes emails.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earlier of:
2.3.1 the Supplier issuing a written acceptance of the Order; and
2.3.2 the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
3. The Goods
3.1 The Supplier shall ensure that the Goods shall:
3.1.1 correspond with their description and any applicable Specification;
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
3.1.3 where they are manufactured products, be free from defects in design, material and workmanship and remain so for 24 months after delivery; and
3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.3 The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause REF “a188444” \h \n3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
4.1 The Supplier shall ensure that:
4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.3 if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods:
4.2.1 on the Delivery Date;
4.2.2 at the Delivery Location; and
4.2.3 during the Customer’s normal business hours, or as instructed by the Customer.
4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
4.4 If the Supplier:
4.4.1 delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or
4.4.2 delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
4.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.
5.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following remedies:
5.1.1 to terminate the Contract;
5.1.2 to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
5.1.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
5.1.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
5.1.5 to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
5.1.6 to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
5.2 If the Goods are not delivered on the Delivery Date the Customer may, at its option, claim or deduct 5% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 15% of the total price of the Goods. If the Customer exercises its rights under this clause 5.2, it shall not be entitled to any of the remedies set out in clause 5.1 in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).
5.3 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.4 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
6. Title and Risk
Title and risk in the Goods shall pass to the Customer on completion of delivery.
7. Price and Payment
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date the Contract came into existence.
7.2 The price of the Goods:
7.2.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.2.2 includes the costs of packaging, insurance and carriage of the Goods.
7.3 No extra charges shall be effective unless agreed in writing with the Customer.
7.4 The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Supplier’s VAT registration number and any supporting documents that the Customer may reasonably require.
7.5 The Customer shall pay correctly rendered invoices on the date agreed by the Customer and the Supplier.
7.6 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.
8. Customer Materials
The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by the Customer to the Supplier (“Customer Materials”) and all rights in the Customer material are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation and not for the sale of goods or supply of services to any party other than the Customer.
9.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
9.1.1 any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
9.1.2 any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
9.1.3 any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
9.2 This clause 9 shall survive termination of the Contract.
During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
11.1 A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
11.2 This clause 11 shall survive termination of the Contract.
12. Compliance With Relevant Laws
12.1 In performing it obligations under the Contract, the Supplier shall comply with all applicable laws, statutes and regulations from time to time in force.
12.2 The Customer may immediately terminate the Contract for any breach of clause 12.
13.1 The Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
13.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
13.2.1 the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing to do so; or
13.2.2 the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
13.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
13.4 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
14.1 Assignment and other dealings
14.1.1 The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
14.1.2 The Supplier may not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.
14.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
14.3 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.4 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.
14.5 Waiver. Except as set out in clause REF “a146606” \h \n2.4, no failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.7.1 Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
14.7.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause REF “a723112” \h \w14.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the fifth Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
14.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
14.8 Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
14.9 Governing law. 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.
14.10 Jurisdiction. 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.