Terms of service
THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSES 6.8, 8 AND 9
These Terms and Conditions apply to the sale of all Goods by us,
Imperial Polythene Products Ltd, a company registered in England
and Wales under number 03082042, whose registered office
address is at Unit 3 Lakeside Industrial Estate, Colnbrook, SL3 0ED
(“the Company/we/us/our”).
These Terms and Conditions apply to businesses only. If you are a
consumer (as defined in the Consumer Rights Act 2015), please
refer to our alternative terms and conditions, copies of which are
available on request.
THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO
THE PROVISIONS OF CLAUSES 6.8, 8 AND 9.
1. Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise
requires, the following expressions have the following meanings:
“Contract” means the contract formed as detailed in clause 2,
which will incorporate, and be subject to, these Terms and
Conditions;
“Customer/you/your” means the firm or corporate body ordering
the Goods. Where an individual is entering into the Contract on
behalf of a business, the individual confirms they have the authority
to enter into the Contract on behalf of that business and the
business will be our Customer in the context of the Contract;
“Goods” means the goods (including any instalment of them or any
parts for them) which we will supply in accordance with these Terms
and Conditions;
“Quotation” means our quotation for the supply of the Goods. Any
Quotation remains open for acceptance for a period of 30 days
unless otherwise specified and sets out our entire scope of works.
1.2. Unless the context otherwise requires, each reference in these
Terms and Conditions to:
1.2.1. “writing/written” includes emails and similar
communications;
1.2.2. a statute or a provision of a statute is a reference to that
statute or provision as amended or re-enacted at the
relevant time;
1.2.3. “these Terms and Conditions” or “these Conditions” refers
to these Terms and Conditions as amended or
supplemented at the relevant time;
1.2.4. 1.2.5. a clause refers to a clause of these Terms and Conditions;
a "Party" or the "Parties" refer to the parties to these Terms
and Conditions;
1.2.6. A person includes a natural person, corporate or
unincorporated body (whether or not having separate legal
personality);
1.2.7. A reference to a party includes its personal representatives,
successors and permitted assigns;
1.2.8. 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.
1.3. The headings used in these Terms and Conditions are for
convenience only and will have no effect upon their interpretation.
1.4. Words imparting the singular number include the plural and vice
versa. References to persons include corporations.
2. Basis of the 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 law, trade custom, practice or course of dealing.
2.2. We will send a written Quotation setting out the Goods to be
provided. A legally binding Contract will be formed as soon as you
accept our Quotation (electronically or otherwise) or submit a
purchase order to us, and the Contract will include the acceptance
of these Terms & Conditions, which will apply between you and us.
You are responsible for ensuring that the terms of the Quotation,
your order and any applicable specification are complete and
accurate.
2.3. If you send us a purchase order, we will check the prices on your
purchase order against our up-to-date price list. If the prices do not
match, we will contact you to advise of the correct price and will
obtain your consent before proceeding. If the prices in your
purchase order are less than our up-to-date price list no contract will
be formed unless and until you have confirmed that you will pay the
prices in our up-to-date price list or as set out in our Quotation.
2.4. 2.5. 2.6. 2.7. No order or purchase order submitted by you will be deemed to be
accepted by us unless and until confirmed by an authorised
representative of ours.
No terms or conditions stipulated or referred to by you in any form
whatsoever will in any respect vary or add to these Terms and
Conditions unless we agree otherwise in writing and you waive any
right you might otherwise have to rely on any term endorsed upon,
delivered with or contained in any of your documents that is
inconsistent with these Conditions.
You are responsible for the accuracy of any information submitted
to us and for ensuring that the Quotation reflects your requirements.
Our Quotation is based on the information provided to us at the time
of its preparation. Should any errors or discrepancies become
evident which affect the order value, we reserve the right to make
adjustments to it.
Any typographical, clerical or other error or omission in any sales
literature, Quotation, price list, acceptance of offer, invoice or other
document or information issued by us will be subject to correction
without any liability on our part.
3. Orders and Specifications
3.1. The quantity, quality and description of and any specification for the
Goods will be as set out in our Quotation. The Goods will only be
supplied in the minimum units as stated, or in multiples of those
units, where applicable. Orders received for quantities other than
these minimum units will be adjusted accordingly.
3.2. If the Goods are not in stock or are only partially in stock when the
Contract is formed, we will contact you to advise of this and to ask
if you would prefer us to deliver the Goods in instalments as they
arrive in stock or if you would prefer to wait for the entire delivery
when we have all the Goods in stock. Please note each part-
delivery may incur separate delivery costs.
3.3. We reserve the right to make any changes in the specification of the
Goods that may be required to conform to any applicable safety or
other legal or regulatory requirements without notice.
3.4. Any illustrations, photographs or descriptions we provide, whether
on our website or in catalogues, brochures, price lists or other
documents issued by us are intended as a guide only and shall not
be binding.
3.5. Once the Contract is formed we will need to commit resources in
order to prepare and provide the Goods and accordingly no order
which has been accepted may be changed or cancelled by you
except with our agreement in writing and on the basis that you agree
to indemnify us in full against all loss (including loss of profit), costs
(including all labour and materials used), restocking, charges and
expenses incurred by us as a result.
3.6. Without prejudice to and without limiting our rights or remedies
under clause 10 or otherwise, we may cancel your order at any time
before we dispatch the Goods if Goods are no longer in stock and
we are unable to re-stock (if, for example, the Goods are
discontinued), if you go into administration, become insolvent or
bankrupt or we reasonably believe this is about to occur, or an event
occurs outside of our control as set out in clause 15.
3.7. If we cancel your order, we will confirm this in writing and if you have
already paid for the Goods under clause 5, the payment will be
refunded to you within 14 days. You agree that this shall be your
sole and exclusive remedy for cancellation by us of your order under
this or any other provision of these Conditions or otherwise including
but not limited to our acceptance of any repudiation of the Contract
by you.
3.8. It is your responsibility to ensure that any use, re-sale or distribution
of the Goods by you is in compliance with all instructions and
manuals issued by us, and any applicable statutory requirements.
If the Goods are to be shipped, re-sold or distributed outside of the
UK, you will be responsible for complying with any legislation or
regulations governing the importation of the Goods into the country
of destination and for the payment of any duties thereon, unless
otherwise agreed.
3.9. If manufacturing tolerances, materials or type of finish are not clearly
defined in any specification or drawing supplied by you, we reserve
the right to manufacture to our commercially accepted tolerance or
finish or from our commercially accepted material for the product
concerned.
3.10. To the extent that the Goods are to be manufactured in accordance
with a specification supplied by you, you shall indemnify us 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
professional costs and expenses) suffered or incurred by us in
1connection with any claim made against us for actual or alleged
infringement of a third party’s intellectual property rights arising out
of or in connection with our use of the specification. This clause 3.10
shall survive termination of the Contract.
4. Price of the Goods
4.1. The price of the Goods will be as set out in the Quotation or where
no price has been quoted (or a quoted price is no longer valid), will
be the price listed in our published price list current at the date of
acceptance of the order. All prices quoted are valid for 30 days only
or until earlier acceptance by you, after which time we may alter
them without giving you notice.
4.2. We may, by giving you notice at any time before delivery increase
the price of the Goods to reflect any increase in the cost of the
Goods which is due to any factor beyond our control (including, but
not limited to, any foreign exchange fluctuations, currency
regulation, alteration of or increases in duties and taxes, increases
in the costs of labour, materials or other costs of manufacture), or
any change in delivery dates, quantities or specifications for the
Goods requested by you, or any delay caused by any instructions
of yours or your failure to give us adequate information or
instructions.
4.3. Except as otherwise stated under the terms of any Quotation or in
any price list of ours, and unless otherwise agreed in writing
between the Parties, all prices we give are on an ex works basis and
where we agree to deliver the Goods otherwise than at our
premises, you will be liable to pay our charges for transport,
packaging and insurance.
4.4. 4.5. All prices we provide are exclusive of VAT.
The cost of pallets and returnable containers will be charged to you
in addition to the price of the Goods but full credit will be given to
you provided they are returned to us undamaged before the due
payment date.
4.6. Where an order is received for a quantity different from that quoted
for or where delivery is required in instalments smaller than those
specified in the Quotation or where product specifications given on
the order are different from those stated in the Quotation, our prices
may be subject to amendment.
5. Payment
5.1. Subject to any special terms agreed in writing between the Parties,
we will be entitled to invoice you for the price of the Goods on or at
any time after delivery or collection of the Goods, or if you wrongfully
fail to take delivery of the Goods, we will be entitled to invoice you
for the price at any time after we have notified you that the Goods
are ready for collection or (as the case may be) we have tendered
delivery of the Goods.
5.2. All invoices are payable in full and in cleared funds to a bank
account nominated in writing by us, without any deduction, discount,
retention or set off, counterclaim, or abatement, or withholding
strictly within 30 days of the date of invoice, unless otherwise agreed
in writing. We may request that recurring and/or new customer
payments are made by direct debit. Payment must be made on the
due date notwithstanding that delivery may not have taken place
and/or that the property in the Goods has not passed to you. Ttime
for payment is of the essence of the Contract.
5.3. If you do not make payment to us by the due date, then, without
limiting our remedies under clause 10, we may cancel any order(s)
in progress, suspend any further deliveries to you, appropriate any
payment made by you to such of the Goods (or the Goods supplied
under any other Contract between the Parties) as we may think fit,
and charge you interest on the overdue sum at the rate of 8% per
annum above the Bank of England base lending rate from time to
time. Interest will accrue on a daily basis from the due date for
payment until the actual date of payment of the overdue sum,
whether before or after judgment. We will also charge for any costs
we may incur in attempting to recover any outstanding sum.
6. Delivery
6.1. Delivery of the Goods shall be made and completed by you
collecting the Goods from our premises during our normal working
hours, at any time after we have notified you that the Goods are
ready for collection or if we agree some other place for delivery, by
the unloading of the Goods at that place (“the Date of Delivery”).
6.2. Any dates quoted for delivery of the Goods are approximate only
and we will not be liable for any delay in delivery of the Goods
howsoever caused. Time for delivery shall not be of the essence of
the Contract. We may deliver Goods in advance of the quoted
delivery date upon giving you reasonable notice.
6.3. It is your responsibility to inspect the Goods on delivery. Where the
Goods cannot be examined, the delivery note or such other note as
appropriate must be marked as “not examined”. We will be under
no liability for any damage or shortages that would be apparent on
reasonable careful inspection if the provisions of this clause 6.3 are
2
6.4. 6.5. 6.6. 6.7. 6.8. 7. 7.1. 7.2. 7.3. 7.4. not complied with and, in any event, will be under no liability if a
written complaint is not delivered to us within 48 hours of delivery
detailing the alleged damage or shortage.
Where delivery of the Goods is to be made in bulk, we reserve the
right to deliver up to 1% less than the quantity ordered without any
adjustment in the price and the quantity so delivered shall be
deemed to be the quantity ordered.
Where the Goods are to be delivered in instalments they shall be,
at our sole and unfettered discretion, invoiced and paid for
separately. Each instalment shall constitute a separate contract and
any delay in delivery or defect in an instalment or failure by us to
deliver any one or more of the instalments shall not entitle you to
cancel any other instalment or to cancel the Contract or to treat the
Contract as a whole as repudiated.
If you fail to take delivery of the Goods or fail to give us adequate
delivery instructions at the time stated for delivery (otherwise than
through no fault of your own) then without prejudice to any other
right or remedy available to us, we may:
6.6.1. store the Goods until actual delivery and charge you for the
reasonable costs of the storage, together with insurance,
administration and restocking fees; or
6.6.2. sell the Goods at the best price readily obtainable and (after
deducting all reasonable storage and selling expenses)
account to you for the excess over the price under the
Contract or charge you for any shortfall below the price
under the Contract.
If you request the postponement of delivery of a part of or the whole
of the Goods ordered, for a period not exceeding 3 months from the
original delivery date, the Contract will not be invalidated but:
6.7.1. if manufacture of the Goods has not commenced, the price
will be subject to variation and we will notify you of the
revised price following receipt of the revised delivery dates
required; you agree to pay the revised price;
6.7.2. if manufacture of the Goods has been commenced, then
the Goods will be invoiced and paid for as if the delivery
date had not been postponed, we will charge for storage
of the Goods and in the event delivery is postponed for
more than 3 months, the provisions of clause 6.6 will
apply.
If the Company 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 Company 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 Company with adequate delivery instructions
or any other instructions that are relevant to the supply of the Goods.
Risk, Insurance and Retention of Title
The risk in the Goods shall pass to you:
7.1.1. in the case of Goods to be collected, at the time when we
notify you that the Goods are available for collection; or
7.1.2. in the case of Goods to be delivered, at the time of delivery
or if you wrongfully fail to take delivery of the Goods, at the
time when we have attempted or tendered delivery of the
Goods.
During this agreement you shall maintain in force insurance policies
with reputable insurance companies, against all risks that would
normally be insured against by a prudent businessperson in
connection with the risks associated with this agreement, and
produce to us on demand full particulars of that insurance and the
receipt for the then current premium.
Notwithstanding delivery and the passing of risk in the Goods or any
other provision of these Terms and Conditions, legal and beneficial
title in the Goods shall not pass to you until we have received in
cleared funds payment in full of the price of the Goods and all other
goods agreed to be sold by us to you for which payment is then due.
Until such time as the title in the Goods passes to you, you shall:
7.4.1. hold the Goods as our fiduciary agent;
7.4.2. store them separately from all other goods held by you
so that they remain readily identifiable as our property;
7.4.3. not remove, deface or obscure any identifying mark or
packaging on or relating to the Goods;
7.4.4. 7.4.5. 7.4.6. properly store and protect the Goods;
maintain the Goods in satisfactory condition;
insure and keep the Goods insured against all risks for
their full price from the Date of Delivery;
7.4.7. notify us immediately if you become subject to any of the
events listed in Clause 10.2;
7.4.8. give us such information as we may reasonably require
from time to time relating to the Goods and your ongoing
financial position.
7.4.9. be entitled to resell or use the Goods in the ordinary
course of business but if you do so before we have7.5. 7.6. 7.7. received payment for the Goods you do so as principal
and not as our agent, you shall account to us for the
proceeds of sale or otherwise of the Goods, whether
tangible or intangible, including insurance proceeds, and
you shall keep all such proceeds of sale separate from
any moneys or property of yours and any third party, and
in the case of tangible proceeds shall keep them properly
stored, protected and insured.
We shall be entitled at any time to require you to deliver up to us
any Goods in which we retain title and, if you fail to do so forthwith,
to enter upon any premises of yours or any third party during normal
business hours where the Goods are stored and repossess the
Goods.
You shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain our
property, but if you do so, all money owing by you to us shall (without
prejudice to any other right or remedy of ours) become immediately
due and payable.
At any time before title to the Goods passes to you we may:
7.7.1. by notice in writing, terminate your right under Clause
7.4.9 to resell the Goods or use them in the ordinary
course of its business; and
7.7.2. require you to deliver up all Goods in your possession
that have not been resold, or irrevocably incorporated
into another product and if you fail to do so promptly,
enter any premises of yours or of any third party where
the Goods are stored in order to recover them.
8. Returns
8.1. Subject to the remainder of this clause 8, we warrant that on
delivery, and for a period of twelve months from the date of their
initial use or twelve months from delivery, whichever is earlier, the
Goods shall correspond with their description or the specification ,
will be free from patentdefects in material and workmanship, and
shall be of satisfactory quality (within the meaning of the Sale of
Goods Act 1979), but no warranty is given as to their fitness for
purpose.
8.2. The above warranty is given by us subject to the following
conditions:
8.2.1. we shall not be liable in respect of any defect in the Goods
arising from any drawing design or specification supplied by
you;
8.2.2. we shall not be liable in respect of any defect arising from
fair wear and tear, wilful damage, negligence, abnormal
working conditions, failure to follow our instructions
(whether oral or in writing) as to the storage, use or
maintenance of the goods or good trade practice regarding
the same, , or misuse or alteration or repair of the Goods
without our prior written approval;
8.2.3. we shall not be liable under the above warranty (or any
other warranty condition or guarantee) if the total price for
the Goods has not been paid by the due date for payment;
8.2.4. the above warranty does not extend to parts, materials or
equipment not manufactured by us in respect of which you
shall only be entitled to the benefit of any such warranty or
guarantee as is given to us by the manufacturer.
8.3. You must notify us of any valid claim in accordance with this clause
8 within 7 days from the date of delivery or, where the defect or
failure was not apparent on reasonable inspection, within a
reasonable time after discovery of the defect or failure. If delivery is
not refused and you do not notify us accordingly, you will not be
entitled to reject the Goods and we will have no liability for such
defect or failure and you will be bound to pay the price as if the
Goods had been delivered in accordance with the Contract.
8.4. Where any valid claim in respect of any of the Goods which is based
on any defect in quality or condition of the Goods or their failure to
meet specification is notified to us in accordance with these Terms
and Conditions, we will be entitled to replace the Goods (or the part
in question) free of charge or, at our sole discretion, refund to you
the price of the Goods (or a proportionate part of the price) but we
shall have no further liability to you subject to us being given facilities
to facilitate inspection, investigation and testing of the Goods.
8.5. Except as provided in this Clause 8, we shall have no liability to you
in respect of the Goods’ failure to comply with the warranty set out
in Clause 8.1.
8.6. These Conditions shall apply to any repaired or replacement Goods
supplied by us.
9. 9.1. Limitation of Liability and Indemnity
The limits and exclusions in this clause reflect that the potential loss
far exceeds our profit from the contract, and the insurance cover that
we have been able to arrange and you are responsible for making
your own arrangements for the insurance of any excess liability.
9.2. Nothing in these Terms and Conditions excludes or seeks to
exclude our liability for death or personal injury caused by our
negligence, or for fraud or fraudulent misrepresentation, or for
breach of terms implied by statute.
9.3. References to liability in this clause 9 include every kind of liability
arising under or in connection with the contract including liability in
contract, tort (including negligence), misrepresentation or any other
representation, restitution, deliberate default, liability for the fraud
and dishonesty of others, implied warranty, condition or other term,
or any duty at common law or under the express terms contained
herein.
9.4. Except as provided in clause 9.2 above, the following types of loss
are wholly excluded and we will not be liable for any loss of profit,
loss of sales or business, loss of agreements or contracts, loss of
anticipated savings, loss of use or corruption of software, data or
information, loss of or damage to goodwill and any indirect, special
or consequential loss, damage, costs, expenses or other claims
(whether caused by our employees, agents or otherwise). All
warranties or conditions whether express or implied by law are
hereby expressly excluded to the maximum extent permitted by law.
9.5. Any advice or recommendation given by us or our employees or
agents as to the storage, application or use of the Goods which is
not confirmed by us in writing is followed or acted upon entirely at
your own risk and accordingly we shall not be liable for any such
advice or recommendation which is not so confirmed.
9.6. In the event of a breach by us of our express obligations under these
Terms and Conditions, your remedies will be limited to damages,
which in any event, will not exceed the total fees paid by you under
the Contract in the 6 months preceding the date on which the claim
arose.
9.7. You agree to indemnify us against all damages, costs, claims and
expenses suffered by us as a result of your actions or inactions,
including those of your employees, sub-contractors or agents.
9.8. Nothing in these Terms and Conditions seeks to limit or exclude any
statutory rights as a consumer, where applicable.
9.9. Without prejudice to and without limiting the other terms of the
Contract and any of our other rights or remedies, where a Quotation,
order or purchase order, or the Contract provides that we will hold
the Goods in stock for you, or that we will supply the Goods on an
annual basis, or that the price is a ‘per annum’ price, then:
9.9.1. You agree to purchase the Goods and or to pay for them
in accordance with clause 5 of this Contract whether you
still require them or whether you accept delivery of them
or not;
9.9.2. You shall not have the right to and shall not seek to alter
or vary the terms of the Contract and shall not refuse to
accept delivery or supply of the Goods at any time;
9.9.3. You shall not have the right to and shall not seek to
cancel or terminate the Contract;
9.9.4. You shall not be entitled to and shall not seek any refund
or credit or discount for any of the Goods for which
delivery is not effected or for which you refuse to accept;
and
9.9.5. You shall not attempt to cancel or terminate any delivery
or supply of the Goods or otherwise refuse to accept
delivery of all or any of the Goods.
9.10. Clause 9.9 of the Contract is a condition and you shall indemnify
and keep us indemnified against all and any liabilities, costs,
expenses, damages and losses (including without limitation any
direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal and other
professional costs and expenses) claims or proceedings suffered or
incurred by us arising under, out of or in connection with clause 9.9
or as a result of any breach of any of its provisions.
9.11. This clause 9 shall survive the termination of the Contract.
10. Termination
10.1. No order which has been accepted may be cancelled by you except
with our agreement in writing on the terms that you shall indemnify
us in full against all loss (including loss of profit), costs (including the
cost of all labour and materials used), damages, restocking, charges
and expenses incurred as a result of such cancellation.
10.2. Without prejudice to and without limiting any of our other rights or
remedies we may with immediate effect cancel any order, suspend
further deliveries, and or charge interest in accordance with clause
5.3 if:
10.2.1. 10.2.2. 10.2.3. you fail to perform or observe any of your obligations under
the Contract or if you are otherwise in breach of the
Contract;
you fail to pay any amount due under this Contract on the
due date for payment
you take any step or action in connection with or become
subject to an administration order or enter into a voluntary
3arrangement or (being an individual or firm) become
bankrupt or (being a company) go into liquidation;
10.2.4. an encumbrancer takes possession, or a receiver is
appointed, of any of your property or assets;
10.2.5. you suspend or cease, or threaten to suspend or cease to
carry on all or a substantial part of your business;
10.2.6. your financial position deteriorates so far as to reasonably
justify the opinion that your ability to give effect to the terms
of the Contract is in jeopardy;or
10.2.7. we reasonably apprehend that any of the events mentioned
above is about to occur in relation to you and we notify you
accordingly.
10.3. If clause 10.1 applies then, without prejudice to any other right or
remedy available to us, payment for any Goods that have been
delivered but not paid for shall become immediately due and
payable notwithstanding any previous agreement or arrangement to
the contrary.
10.4. Without prejudice to and without limiting our other rights or
remedies, we may terminate the Contract with immediate effect by
giving written notice to you if you fail to pay any amount due under
the Contract on the due date for payment.
10.5. On termination of the Contract for any reason you shall immediately
pay to us all of our outstanding unpaid invoices and interest and, in
respect of Goods supplied but for which no invoice has been
submitted, we shall submit an invoice, which shall be payable by
you immediately on receipt.
10.6. Any provision of the Contract that expressly or by implication is
intended to come into or continue in force on or after termination of
the Contract shall remain in full force and effect.
11. Confidentiality: Each Party undertakes that throughout the
duration of the Contract, the Parties may disclose certain
confidential information to each other. Both parties agree that they
will not use the confidential information provided by the other, other
than to perform their obligations under this Contract. Each Party will
maintain the confidential information’s confidentiality and will not
disseminate it to any third party, unless so authorised by the other
Party in writing or unless required to do so by law.
12. Literature and Representations: Any marketing literature is
presented in good faith as a guide to represent the Goods but does
not form a part of the Contract. None of our employees or agents
are authorised to make any representation concerning the Contract
unless confirmed by us in writing. In entering into the Contract, you
acknowledge that you do not rely on and waive any claim for breach
of any such representations, which are not so confirmed.
13. Intellectual Property
13.1. Subject to a written agreement to the contrary, we retain ownership
in all intellectual property which may subsist in the provision of the
Goods. Nothing in the Contract shall vest any ownership rights in
you. We reserve the right to take such actions as may be
appropriate to restrain or prevent infringement of such intellectual
property rights.
13.2. You may not, under any circumstances, copy, alter, modify or adapt
the Goods or reverse engineer, decompile, disassemble, modify or
create derivative works from the Goods.
13.3. You warrant that any specification, document or instruction
furnished or given by you will not cause us to infringe the intellectual
property rights of any third party and will indemnify us against all
loss, damages, costs and expenses awarded against or incurred by
us in settlement of any claim for infringement of any intellectual
property rights which results from our use of your information.
13.4. Any documentation we may provide will be submitted in our normal
standard format only. If additional copies or specific requirements
are needed, we reserve the right to apply additional charges.
14. Assignment and Sub-Contracting
14.1. You shall not, without our prior written consent, assign, transfer,
charge, sub-contract or deal in any other manner will all or any of
your rights or obligations under this Contract.
14.2. We may at any time assign, transfer, charge, sub-contract or deal in
any other manner with all or any of our rights or obligations under
this Contract, without your consent.
15. Force Majeure: Neither Party will be liable for any failure or delay
in performing their obligations under the Contract where such failure
or delay results from any cause beyond the reasonable control of
that Party. Such causes include, but are not limited to: power failure,
internet service provider failure, industrial action, civil unrest, fire,
flood, storms, acts of terrorism or war, governmental action,
pandemic, epidemic, difficulties in obtaining raw materials, labour,
fuel, parts or machinery, breakdown in machinery or any other event
beyond the control of the Party in question.
16. Data Protection: Both Parties agree to comply with all applicable
data protection legislation including, but not limited to, the General
Data Protection Regulation 2016, the Data Protection Act 2018 and
any subsequent amendments thereto.
17. Other Important Terms
17.1. These Terms and Conditions and the Contract shall form the entire
agreement between the Parties and shall supersede any previous
agreement between us, whether written or oral.
17.2. No failure or delay by either Party in exercising any of its rights under
the Contract shall be deemed to be a waiver of that right, and no
waiver by either Party of a breach of any provision of the Contract
shall be deemed to be a waiver of any subsequent breach of the
same or any other provision.
17.3. In the event that one or more of the provisions of these Terms and
Conditions are found to be unlawful, invalid or otherwise
unenforceable, that / those provision(s) will be deemed severed
from the remainder of these Terms and Conditions (and the
Contract, as appropriate). The remainder of these Terms and
Conditions will be valid and enforceable.
17.4. Nothing in this Contract will render or be deemed to render us an
employee or agent of yours or you an employee or agent of ours.
17.5. No part of the Contract is intended to confer rights on any third
parties and accordingly the Contracts (Rights of Third Parties) Act
1999 shall not apply.
17.6. All notices shall be in writing, addressed to the most recent address
or email address notified to the other Party and shall be deemed
duly given when delivered, if delivered by courier or other
messenger (including registered mail) during the normal business
hours of the recipient; when sent, if transmitted by email and a
successful return receipt is generated; or on the fifth business day
following mailing, if mailed by national ordinary mail, postage
prepaid.
17.7. No variation of this Contract shall be effective unless it is in writing
and signed by the parties (or their authorised representatives).
18. Law and Jurisdiction
18.1. These Terms and Conditions and the Contract (including any non-
contractual matters and obligations arising from them or associated
with them) will be governed by, and construed in accordance with,
the laws of England & Wales.
18.2. Any dispute, controversy, proceedings or claim between the Parties
relating to these Terms and Conditions or the Contract (including
any non-contractual matters and obligations arising from them or
associated with them) will fall within the exclusive jurisdiction of the
courts of England and Wales.