1.1 Definitions. In this Agreement, the following definitions apply:
‘Acceptance Conditions’ has the meaning given in Clause 17.
‘The Buyer’ means Azego TS Ltd the registered office of which is at Unit 8 Theale Lakes Business Park, Moulden Way, Sulhamstead, Reading, RG7 4GB, its servants agents employees and sub-contractors (registered in England and Wales with company number 3220592).
‘Delivery Date’ means the date for delivery specified in the Order.
‘Goods’ means the goods (or any part of them) set out in the Order.
‘Order’ means the Buyer's order for the Goods, as set out in the Buyer's purchase order form OR in the Buyer’s written acceptance of the Seller's quotation.
‘Price’ means the price stated in the Order.
‘The Seller’ means the person or firm from which the Buyer is purchasing the Goods.
‘Seller’s Provisions’ has the meaning given in Clause 3.1. ‘Quotation’ means the Seller’s quote to provide the Goods.
2.1 The Buyer orders, and the Seller agrees to sell, the Goods at the Price for delivery by the Delivery Date.
2.2 The Order shall only be deemed to be made when the Buyer issues an acceptance of the Quotation, at which point the Agreement shall come into existence.
2.3 The quantity and description of the Goods are set out in the Purchase Order and must comply in all aspects with the specified manufacturer’s specification and any specification agreed by the Parties in writing.
3 Conditions applicable
3.1 The provisions of this Agreement shall apply to the sale of the Goods by the Seller to the Buyer. Any other provisions, including those of the Seller which the Seller applies or purports to apply, shall not be the terms and conditions concerning the sale of the Goods by the Seller to the Buyer, however such provisions are introduced (including but not limited to provisions included on quotations, estimates, conformations of order, delivery notes or similar documents) (‘Seller’s Provisions’). For the avoidance of doubt, the Seller acknowledges and agrees that the Buyer shall not be bound by any of the Seller’s Provisions.
3.2 The Quotation shall be deemed to be an offer by the Seller to sell and supply the Goods pursuant to the provisions of this Agreement.
3.3 Any act to fulfil the Order for the Goods by the Seller shall be deemed conclusive evidence of the Seller’s acceptance of this Agreement.
3.4 Any variation of the provisions of this Agreement (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by the Buyer.
4 Quality of the Goods to be supplied
The Seller warrants, represents, undertakes and guarantees that the Goods supplied under this Agreement will:
4.1 be free from defects (manifest or latent), in materials and workmanship;
4.2 conform with the specifications, the exact manufactures part numbers, drawings, descriptions given in quotations, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Seller or the manufacturer) supplied by, or on behalf of, the Seller or the manufacturer of the Goods;
4.3 be free from design defects;
4.4 not be counterfeit;
4.5 comply with the date code requirement for each line. Where no date line code is specified it must be no older than 2 years from the date of order;
4.6 be new\unused, un-programmed and in the manufacturer’s original packaging; and
4.7 be suitable, in every aspect, for the purposes intended by the Buyer of which the Seller acknowledges that it has been notified.
The Seller acknowledges and agrees that the approval by the Buyer of any designs provided by the Seller will not relieve the Seller of any of its obligations under this Clause.
4.8 The Seller further warrants, represents, undertakes and guarantees in relation to the Goods to:-
(a) notify the Buyer of any nonconforming products;
(b) notify the Buyer of any changes to the manufacturer’s specification and/or the agreed specification;
(c) keep fully traceable records for the products supplied;
(d) give the Buyer and/or their representative including the Buyer’s customers and/or regulatory authorities the right of access to applicable areas of all facilities, at any level of the supply chain, involved in the supply of the Goods and to all applicable records;
(e) provide Certificate of Conformity, test reports and/or Airworthiness Certificate upon request;
(f) utilise, where appropriate, recognised statistical techniques for product acceptance;
(g) perform the supply with all due skill, care and diligence including, but not limited to, ethical, conformity and safety in line with industry best practice;
(h) ensure the product / services shall at all times be supplied by appropriately supervised, experienced, qualified, trained and competent personnel; and
(i) have in place a suitable implemented quality management system.
The Buyer shall pay the Price for the Goods as stated in the Order which cannot be increased without the prior written authorisation of the Buyer, signed by an authorised representative of the Buyer.
6.1 Payment for the goods shall be made within 60 days of delivery or as agreed in writing between the parties.
6.2 All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Buyer.
6.3 If a payment is not made by the Buyer by the due date, then the Buyer shall pay the Seller interest at a rate which shall compensate for such loss as has been directly caused by the late payment. The interest rate shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.
6.4 The time for payment for any sum due under this Agreement shall not be of the essence.
7.1 The Seller shall comply with the handling, packing, packaging and labelling instructions such handling, packing packaging and labelling instructions as the Buyer shall specify.
7.2 Subject to 6.1, the Seller will ship the Goods using the freight account provided. Where no shipping method is specified the Seller will ship on their account.
7.3 Subject to 6.1, if no specific instructions are provided the Seller will ship the Goods in an appropriate and reasonably sized box. The Seller indemnifies the Buyer for any costs incurred due to Goods being packed in oversized boxes.
The Buyer shall have the right to cancel the order for the Goods (or any part of the Goods) which have not yet been delivered to the Buyer. The cancellation shall be made in writing. Without prejudice to the generality of the foregoing, the Buyer shall pay the Price (or where applicable, that part of the Price) for Goods which have been delivered to the Buyer or at the date of the notice of cancellation are in transit.
9.1 The Goods shall be delivered (carriage paid) to the location specified by the Buyer or at the direction of the Buyer by the Delivery Date (or) such other date(s) as may be agreed by the Parties in writing. The Delivery Date or any other date and time agreed for delivery of the Goods shall be of the essence of the Agreement.
9.2 The Seller shall not deliver the Goods in instalments. Where the Parties have agreed in writing that the Seller shall deliver in instalments (or the Buyer agrees to accept instalments for the delivery of the Goods), a breach concerning any instalment (however caused or of whatsoever nature) shall entitle the Buyer to terminate the Agreement and to claim damages, without prejudice to the Buyer’s other remedies.
9.3 The Seller shall ensure all goods shipped from outside the EU/ECC have the given tariff code on all export documents, including invoice and airway bill. Failure to do so will incur duty charges which the Buyer shall be entitled to deduct from the Price.
9.4 The Seller shall advise the Buyer immediately if any Goods to be shipped are subject to US export regulations e.g. ITAR (International Traffic In Arms Regulations) or EAR (Export Administration Regulations). Should the Seller fail to provide timely notice the Buyer shall be entitled to deduct any costs incurred as a result from the Price.
Where the Seller fails to deliver the Goods by the Delivery Date or the time(s) agreed by the Parties in writing, the Buyer shall be entitled:
10.1 to terminate the Agreement;
10.2 to buy the same or similar Goods from another Seller;
10.3 to recover the element of the cost of buying the Goods from another Seller which exceeds the Price.
These remedies are without prejudice to Clause 11 and any or all other rights that the Buyer has.
11 Consequential loss
Without prejudice to Clause 10 and the other rights that the Buyer has, in addition, the Seller shall be liable for all direct, indirect and consequential loss arising from any breach of the provisions of this Agreement.
The property in the Goods shall pass to the Buyer when the Goods are unconditionally appropriated (by either party, or by or with the consent of either party) to the contract or on delivery to the Buyer, whichever event occurs first.
13 Guarantee of title
The Seller warrants that:
13.1 it has full clear and unencumbered title to all the Goods;
13.2 at the date of delivery of any of the Goods it shall hold such title in the Goods as mentioned in Clause 13.1;
13.3 at the date of delivery of any of the Goods it will have full and unrestricted right, power and authority to sell, transfer and deliver all of the Goods to the Buyer. From that date the Buyer shall acquire a valid and unencumbered title to the Goods.
The Goods will be at the Seller’s risk until:
14.1 the Goods are delivered to the Buyer (or are delivered at the Buyer’s direction); and
14.2 the Goods are found by the Buyer to be in accordance with the provisions and the specifications, etc of this Agreement.
15 Deterioration in the Goods
Without prejudice to the generality of the foregoing, the Seller accepts the risk of deterioration of the Goods which is necessarily incident to the course of transit.
The Seller shall have in place a contract of insurance over the Goods. The Seller shall assign to the Buyer the benefit of the contract of insurance on the request of the Buyer.
17 Acceptance of the Goods
The Buyer shall not have accepted, or be deemed to have accepted, the Goods until Acceptance Conditions are fulfilled. The ‘Acceptance Conditions’ are:
17.1 the Goods have been delivered to the location specified; and
17.2 the Buyer has notified the Seller in writing that the Goods are in complete compliance with the provisions and the specifications, etc of this Agreement.
Although the Acceptance Conditions have been fulfilled, the Buyer may still reject the goods and make a claim for damages where the Goods are not in complete compliance with the provisions and the specifications, etc of this Agreement within 12 months of the notice given under Clause 17.2.
The Seller shall indemnify, and keep indemnified, the Buyer against all claims, costs and expenses that the Buyer may incur and that arise, directly or indirectly from the Seller’s breach of any of its obligations under this Agreement. This clause shall survive termination of the Contract
19 Assignment and sub-contracting
The Seller shall not assign, transfer, charge or otherwise deal with this Agreement or any obligation under this Agreement without the prior written consent of the Buyer. Without prejudice to the generality of the foregoing, the Seller shall not sub- contract the design, manufacture, production, or supply of the Goods or any right, liability or obligation without the prior written consent of the Buyer.
Without prejudice to any other right or remedy it might have, either party may terminate this Agreement at any time by notice in writing to the other party (‘Other Party’), such notice to take effect as specified in the notice:
20.1 if the Other Party is in breach of this Agreement and, in the case of a breach capable of remedy within 10 days, the breach is not remedied within 10 days of the
Other Party receiving notice specifying the breach and requiring it to be remedied; or
20.2 if the Other Party becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
21.1 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
21.3 Entire agreement
This Agreement contains the whole agreement between the parties in respect of purchase of the Goods and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such Goods. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
No failure or delay by the Buyer in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
21.5 Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
21.6 Further assurance
Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
No Party shall issue or make any public announcement or disclose any information regarding this agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such
information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
In this Agreement unless the context otherwise requires:
21.9.1 words importing any gender include every gender;
21.9.2 words importing the singular number include the plural number and vice versa;
21.9.3 words importing persons include firms, companies and corporations and vice versa;
21.9.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
21.9.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
21.9.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
21.9.7 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
21.9.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
21.9.9 where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’.
21.10.1 Any notice or other communication 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax.
21.10.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second 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 by fax, one Business Day after transmission.
21.10.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
21.11 Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
21.12 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form OR overleaf OR in the Customer's written acceptance of the Supplier's quotation OR in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Specification: the specification for the Goods as published by the manufacturer, including any related plans and drawings.
Supplier: Azego TS Ltd the registered office of which is at Unit 8 Theale Lakes Business Park, Moulden Way, Sulhamstead, Reading, RG7 4GB its servants agents employees and sub-contractors (registered in England and Wales with company number 3220592).
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) 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.
(d) 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.
(e) A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 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 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. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
2.7 Prices, estimated delivery schedules and product availability stated in any quotation are subject to change up until the Order has been delivered. The Supplier will not be liable for any such changes.
3.1 The Goods are described in the Specification.
3.2 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 and other reasonable professional costs and expenses) suffered or incurred by the Supplier 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. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
3.4 Any information provided in the Specification relating to Lead Free and/or RoHS status of any Goods is based upon the manufacturer’s data and is passed on in good faith and is given without responsibility or liability.
3.5 It is the Customers responsibility to verify information provided in the Specification with the manufacturer before relying on it.
4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay or failure 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.
4.5 The Supplier shall have no liability for any failure to deliver the Goods.
4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.9 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:
(a) conform with the Specification; and
(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).
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier within 3 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier or an independent third party appointed by the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer returns the Goods following written authorisation to do so by the Supplier, such Goods to be returned to the Supplier's place of business or any other location as instructed by the Supplier at the
Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the manufacturer’s written and/or the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same or the manufacturer’s written instructions as to the storage, commissioning, installation, use and maintenance of the Goods;
(c) the defect arises as a result of the Supplier and or manufacturer following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
(g) the defect or shortage is not notified to the Seller within 3 days;
5.4 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.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.7 Where goods are returned without the Supplier’ written authorisation (as set out in clause 5.1(c)) the Supplier will not be liable for any claims made in relation to the Goods' failure to comply with the warranty set out in clause 5.1 and shall be under no duty to resend and/or return the Goods to the Customer or any other third party.
6. TITLE AND RISK
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 Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) 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. 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 of delivery.
7.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). 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.
7.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.6 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice or as agreed in writing by the parties. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.8 The Customer shall pay all amounts due under the Contract in full without any set- off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8. TERMINATION AND SUSPENSION
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2 For the purposes of clause 8.1, the relevant events are:
(a) 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, 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;
(b) 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];
(c) (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;
(d) (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;
(e) (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;
(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) 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  days;
(i) 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 8.2(a) to clause
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) 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; and
(l) (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.
8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.2 Subject to clause 9.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
10. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, 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 Supplier.
(a) Any notice or other communication 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second 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 by fax, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) 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.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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.
11.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6 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 in writing and signed by the Supplier.
11.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non- contractual disputes or claims).