Terms & Consitions

​1. INTERPRETATION
1.1 In these Conditions:
Customer means the party who purchases the Goods and/or
Services from the Supplier;

Confidential Information means technical or commercial
know-how, trade secrets, specifications, designs, drawings,
plans, inventions and processes;

Contract means any contract between the
Supplier and the Customer for the sale and purchase of the
Goods and/or Services incorporating these Conditions;

Delivery Point means the Customer’s place of business or
such other place as the Supplier and the Customer shall
agree in writing;

Force Majeure Event has the meaning given to it in
Condition 18.1;

Goods means any goods agreed in the Contract or purchase
order to be supplied to the Customer by the Supplier
(including any part or parts of them);

Goods Specification means any specification for the Goods,
including any relevant designs or drawings, that is agreed in
writing by the Customer and the Supplier;

Insolvency Event means:
(i) a party 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), applying to court for or
obtaining a moratorium under Part A1 of the Insolvency Act
1986, 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; or
(ii) a party suspends, threatens to suspend, ceases or
threatens to cease to carry on, all or substantially the whole
of its business.

Intellectual Property Rights means:
all patents, rights to inventions, utility models, copyright and
related rights, trademarks, service marks, trade, business
and domain names, rights in trade dress or get-up, rights
in goodwill or to sue for passing off or unfair competition,
rights in designs, rights in computer software, database
rights, topography rights, moral rights, rights in Confidential
Information and all other intellectual property rights, in each
case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals
or extensions of, and rights to claim priority from, such rights
and all similar or equivalent rights or forms of protection
which subsist or will subsist now or in the future in any part
of the world;

Order means the Customer’s acceptance of the Supplier’s
quotation, or order for the supply of Goods and/or Services,
as set out in any order form, purchase order, specification or
other form received by the Supplier.

Supplier means the company specified in the quotation and/
or in the supplier’s written acceptance of an Order;

Services means any services provided by the Supplier to the
Customer in conjunction with the sale and purchase of Goods
under any contract incorporating these Conditions, including,
but not limited to drawings, designs and specifications
produced by or on behalf of the Supplier;

Working Day means any day (other than a Saturday,
Sunday or public holiday) when banks in London are open
for business.
1.2 In these Conditions:
1.2.1 references to any statute or statutory
provision shall, unless the context otherwise
requires, be construed as a reference to that
statute or statutory provision as from time to time
amended, consolidated, modified, extended, reenacted or replaced;
1.2.2 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; and
1.2.3 the headings contained in these
Conditions are for convenience of reference only
and shall not affect the construction or
interpretation of these Conditions.

2. SUPPLIER’S CONDITIONS OF SALE APPLY
2.1 These Conditions shall apply to and govern any
Contract between the Supplier and the Customer and
shall prevail over any terms issued by the Customer to the
exclusion of any other conditions of sale and/or purchase
including but not limited to terms or conditions contained on
or in any order form, letter, purchase order, confirmation of
order, specification, receipt, acknowledgement, or other
document or verbal or written communication emanating
from the Customer.

2.2 The Contract constitutes the entire agreement
between the parties. The Customer acknowledges that it has
not relied on any statement, promise or representation made
or given by or on behalf of the Supplier which is not set out in
the Contract.

2.3 For the avoidance of doubt, these Conditions shall
not be construed as creating a joint venture, partnership or
the like between the Customer and the Supplier.

2.4 In the event that there is a conflict between
the terms of these Conditions and/or the Order and the
Supplier’s acknowledgement of the Order, the Order and/
or the Supplier’s acknowledgement shall prevail over these
Conditions, provided always that any such term that conflicts
with Condition 2.1 hereof shall not prevail.

2.5 In the event that there is a conflict between the
Order and the Supplier’s acknowledgement of that Order, the
Supplier’s acknowledgement shall prevail.

3. BASIS OF CONTRACT
3.1 Each Order that is received by the Supplier shall be
deemed to be an offer by the Customer to purchase Goods
and/or Services from the Supplier subject to these Conditions.

3.2 No Order placed by the Customer shall be deemed
to be accepted by the Supplier until an acceptance of the
Order is given by the Supplier, either in writing or verbally, or
(if earlier) the Supplier delivers the Goods to the Customer
or performs the Services at which point and on which date
the Contract shall come into existence. Each Order which
is accepted in accordance with this Condition 3.2 shall be a
separate Contract.

3.3 The Customer shall not be entitled to cancel a
Contract except with the agreement in writing of the Supplier
and on terms that the Customer shall indemnify the Supplier
in full against all loss, including loss of profit, cost, damages,
charges and expenses incurred by the Supplier as a result
of cancellation.

3.4 Any price quotation given by the Supplier shall
not constitute an offer for sale capable of acceptance by the
Customer, and will not make any representation that the
Goods and/or Services referred to in the quotation shall be
available for sale.

4. PRICES
4.1 All price quotations are calculated from costs
available to the Supplier at the date of such quotation and
include delivery, unless otherwise agreed in writing, but are
exclusive of VAT and, in the case of palletised deliveries,
those charges which may be payable in terms of Condition
9.12, for which the Customer is additionally liable.

4.2 Any price quotation provided by the Supplier shall
not constitute an offer and shall be valid for a period of thirty
days only or for such other period of time as agreed in writing
by the Customer and the Supplier.

4.3 If there is an increase in such costs to the Supplier
including, but not limited to foreign exchange fluctuations,
increases in taxes and duties, increases in labour, materials
and other manufacturing costs between the date of quotation
and the date of acceptance of the date of quotation and
the date of acceptance of the Order, then the Supplier may
increase the quoted price accordingly by giving written notice
to the Customer of such increase.

4.4 All preliminary work carried out at the Customer’s
request, whether experimentally or otherwise, shall be
charged unless agreed otherwise in writing.

4.5 Proofs of all work may be submitted for the
Customer’s approval and the Supplier shall incur no liability
for any errors not corrected by the Customer irrespective of
whether the proofs were supplied physically or electronically.

4.6 Where proofs are provided by the Supplier to the
Customer, any Customer’s alterations and additional proofs
necessitated thereby shall be charged extra.

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

5. QUALITY, DESCRIPTION AND SPECIFICATION
5.1 The Supplier warrants that on delivery the Goods
shall conform in all material respects with their description
and any applicable Goods Specification and where confirmed
in writing, the Goods may be provided with a guarantee
subject to Condition 5.4.

5.2 The Supplier warrants that the Services
shall be performed with due skill and care in accordance with
good industry practice and any applicable accreditations.

5.3 Subject to Condition 5.4, if:
5.3.1 the Customer gives notice in writing within
three Working Days of delivery that some or
all of the Goods and/or Services do not comply with
the warranty or any guarantee set out in Conditions
5.1 or 5.2 (as appropriate);
5.3.2 the Supplier is given a reasonable
opportunity of examining such Goods and/
or Services; and
5.3.3 the Customer (if asked to do so by the
Supplier) returns such Goods to the Supplier’s place
of business at the Supplier’s cost, the Supplier
shall, at its option, repair or replace the defective
Goods or re-perform the Services, or refund the
price of the defective Goods and/or Services in full.
The Supplier shall have no further liability to
the Customer with respect to any non-compliance
with this Condition 5.

5.4 The Supplier shall not be liable for the Goods’
and/or Services’ failure to comply with the warranty or any
guarantee in Conditions 5.1 and 5.2 (as appropriate) if:
5.4.1 the Customer makes any further use of
such Goods and/or Services after giving a notice in
accordance with Condition 5.3.1;
5.4.2 the defect arises because the Customer
failed to follow the Supplier’s oral or written
instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or
(if there are none) good trade practice;
5.4.3 the defect arises as a result of the Supplier
following any drawing, design or Goods
Specification supplied by or on behalf of
the Customer;
5.4.4 the Customer alters or repairs such Goods
without the written consent of the Supplier;
5.4.5 the defect arises as a result of fair wear
and tear, wilful damage, negligence, or abnormal
working conditions caused by the Customer;
5.4.6 the Services differ from their description
or the Goods differ from the Goods Specification
as a result of changes made to ensure they comply
with applicable statutory or regulatory standards.

5.5 Proofs of work for printed items may be prepared by
the Supplier and submitted to the Customer for approval. The
Supplier shall incur no liability for any errors in such proofs
not corrected by the Customer in proofs so submitted.

5.6 Where the Goods consist of printed items,
alterations from the original copy on or after the first proof,
including alterations in style will be charged as an extra
expense at the Supplier’s standard rates, which the Customer
shall pay in addition to the price for the Goods unless agreed
otherwise in writing.

5.7 The Supplier shall not be required to print any
matter which in its opinion is or may be of an illegal or
libelous nature. The Supplier shall be indemnified by
the Customer in respect of any claims, costs (including
reasonable legal fees), expenses, damages and losses arising
out of any libelous matter.

6. THE CUSTOMER’S OBLIGATIONS
6.1 The Customer shall:
6.1.1 ensure that the terms of each Order and
the Goods Specification are complete and accurate;
6.1.2 co-operate with the Supplier in all matters
relating to the supply of the Goods and/or Services
under the Contract;
6.1.3 provide the Supplier with such information
and materials as the Supplier may reasonably
require to perform its obligations under the Contract
and ensure that such information is accurate in all
material respects;
6.1.4 to the extent necessary, prepare the
Delivery Point for the delivery of the Goods; and
6.1.5 obtain and maintain all necessary licences,
permissions and consents which may be required
for the Goods and/or Services before the date on
which the Goods are ordered and/or the Services are
to commence.

6.2 If the Supplier’s performance of any of its
obligations in respect of the Contract is prevented or
delayed by any act or omission by the Customer or failure by
the Customer to perform any relevant obligation
(Customer Default):
6.2.1 the Supplier shall, without limiting its other
rights or remedies, have the right to suspend
performance of the Contract until the Customer
remedies the Customer Default, and to rely on the
Customer Default to relieve it from the performance
of any of its obligations to the extent the Customer
Default prevents or delays the Supplier’s
performance of any of its obligations; and
6.2.2 the Supplier shall not be liable for any
costs or losses sustained or incurred by the
Customer arising directly or indirectly from the
Customer’s failure or delay to perform any of
its obligations.

7. HEALTH, SAFETY AND DELICATE SUBSTANCES
7.1 In so far as the Supplier is under a duty pursuant to
Section 6 of the Health & Safety at Work Act 1974 in respect
of the design, manufacture and supply of an article for use at
work, the Customer shall be deemed to have been afforded
by the Supplier reasonable opportunity for the testing and
examination of a sample of Goods or materials prior to the
delivery to the Customer in respect of their safety and any
risk to health. The Customer shall also be deemed to have
been afforded by the Supplier adequate information about
the Goods and materials in respect of the use for which they
are designed and have been tested and of any conditions
necessary to ensure that when put to use they will be safe
and without risk to health whether or not the said information
has been requested by the Customer. The Supplier shall
bear no responsibility or liability for any such risk, and the
Customer agrees to indemnify the Supplier and keep the
Supplier indemnified fully against any and all liability, losses,
costs, claims and expenses arising directly or indirectly from
any such articles, Goods or materials.

7.2 Where the Goods supplied consist of containers,
wrappers or other articles intended for use in connection
with any food, drug or substance of a volatile or delicate
nature, the Customer shall satisfy himself that such food,
drug or other substance is not or is not likely to be affected
by any material used by the Supplier in the manufacturing
of or printing of such containers, wrappers or other articles.
The Supplier shall not be liable to the Customer in respect
of any claim alleging that such food, drug or other substance
has been adversely affected by the Goods and the Customer
shall indemnify and keep indemnified fully the Supplier from
and against any and all liability, losses, costs, expenses and
claims by third parties in respect of any claim that any such
food, drug or other substance has been adversely affected
and caused the third party loss, damage or expense.

8. INTELLECTUAL PROPERTY
8.1 The Customer shall indemnify the Supplier against
all claims for infringement or alleged infringement of a third
party’s Intellectual Property Rights and all liabilities, costs
(including reasonable legal fees), expenses damages and
losses 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 supply of Goods and/
or the Services in accordance with the Customer’s designs,
plans and/or specifications.

8.2 The Intellectual Property Rights in all drawings
and designs produced by or on behalf of the Supplier in
connection with the Contract shall remain the exclusive
property of the Supplier.

8.3 The Customer shall not reproduce any drawings
or designs produced by or on behalf of the Supplier in
connection with the Contract, whether in whole or in part,
and articles must not be made to any such drawings or
designs by the Customer or on the Customer’s behalf by
any third party, without the express prior written consent of
the Supplier.

8.4 The Customer shall indemnify the Supplier against
all liabilities, costs, expenses, damages and losses suffered
or incurred by the Supplier arising out of or in connection
with any breach of Conditions 8.2 to 8.3 (inclusive).
8.5 The Supplier reserves the right to amend the
Goods if required by any applicable statutory or
regulatory requirements.

9. DELIVERY
9.1 Unless otherwise agreed in writing by the Supplier
the Goods shall be delivered, carriage paid, to the Delivery
Point and the Customer shall be bound to accept the Goods.

9.2 If the Customer fails to take delivery at the time
required by the Contract, the Supplier shall be entitled,
without prejudice to any other rights it may have whether
under these Conditions or otherwise to invoice the Customer
for the Goods whereupon payment in full shall become
due forthwith, or to treat the Contract as at an end and to
resell the Goods (and in either case to charge at rates giving
an economic return for the handling and storage of Goods
from the invoice date to the eventual date of delivery to the
Customer or disposal elsewhere (as the case may be)).

9.3 The Customer shall be liable to pay any premium
in respect of the insurance of such Goods from the date
of delivery.

9.4 If Goods are contracted to be delivered by
instalments, late delivery or non-delivery of one instalment
shall not entitle the Customer to reject any other instalment
under the Contract.

9.5 The Supplier will endeavor to deliver the correct
quantity of Goods ordered by the Customer, but if the
Supplier delivers to the Customer a quantity of Goods of up
to 10% more or less than that ordered by the Customer, the
Customer shall not be entitled to reject the Goods or any
of them by reason of the surplus or shortfall, and charges
for such Goods shall be made on the basis of the quantities
supplied, unless agreed otherwise in writing.

9.6 Time of delivery and time of performance of the
Services shall not be of the essence of the Contract. The
Supplier shall use all reasonable endeavours to deliver
the Goods to the Customer and/or perform the Services
in accordance with any date agreed in writing with the
Customer. Any agreed delivery date or any date of delivery
given by the Supplier to the Customer shall be an
estimate only.

9.7 Any delay in delivering the Goods or performing
the Services shall not entitle the Customer to terminate or
rescind the Contract.

9.8 If the Goods are delivered to the Delivery Point
before any agreed or estimated delivery date, the Customer
shall be bound to accept delivery of the Goods.

9.9 The Customer will provide, at its own expense at
the Delivery Point, adequate and appropriate equipment and
manual labour for unloading the Goods.

9.10 The quantity of any consignment of Goods as
recorded by the Supplier upon dispatch from the Supplier’s
place of business shall be conclusive evidence of the quantity
received by the Customer on delivery, unless the Customer
can prove otherwise.

9.11 Any liability of the Supplier for non-delivery of
the Goods shall be limited to replacing the Goods within
a reasonable time or issuing a credit note at the pro rata
Contract rate against any invoice raised for such Goods.

9.12 Where palletised deliveries are requested or
necessary, pallets and other packaging and delivery materials
may be charged as an extra expense at the Supplier’s
standard rates, which the Customer shall pay in addition to
the price for the Goods.

9.13 The means of transportation used by the Supplier
to affect delivery to the Customer shall be in accordance
with any applicable accreditations and otherwise wholly and
entirely within the discretion of the Supplier.

9.14 The Supplier may deliver the Goods by separate
instalments. Each separate instalment shall be invoiced and
paid for in accordance with the provisions of the Contract.

9.15 Each instalment shall be a separate Contract and no
cancellation or termination of any one Contract relating to an
instalment shall entitle the Customer to repudiate or cancel
any other Contract or instalment.

10. RISK
All Goods shall be at the Customer’s risk from when delivery
takes place at the Delivery Point in accordance with Condition
9.1 above or, if the Customer fails to take delivery of the
Goods or delivery is prevented by an act or omission of the
Customer, the time when the Supplier has tendered delivery
of the Goods.

11. RETENTION OF TITLE
11.1 Goods shall remain the property of the Supplier as
legal and equitable owner until payment of all sums due to
the Supplier from the Customer on any account have been
received in full by the Supplier in cleared funds.

11.2 Until the property in the Goods is vested in the
Customer, in accordance with Condition 11.1 above, the
Customer shall not pledge and shall store separately and
mark the Goods (at no cost to the Supplier) so that they are
readily identifiable as the property of the Supplier and shall
hold the Goods on a fiduciary basis as agent for the Supplier.

11.3 Until otherwise notified by the Supplier pursuant
to Condition 11.4 Below, or until the happening of an
Insolvency Event:
11.3.1 the Customer may use the Goods in the
normal course of its business;
11.3.2 the Customer may sell the Goods in the
ordinary course of its business, in which event the
Customer shall hold the proceeds of the sale upon
trust for the Supplier and if within thirty days
of such sale the Customer has not received the
proceeds of such sale the Customer will, if
requested to do so in writing, assign to the Supplier
all rights it may have against the purchaser of such
Goods; and
11.3.3 the Customer shall maintain the Goods in
a satisfactory and saleable condition, and at the
Customer’s own expense insure the Goods for their
full market price against all risks to the reasonable
satisfaction of the Supplier, to whom the Customer
shall on request exhibit documentary evidence of
such insurance within three Working Days of the
request having been made by the Supplier.

11.4 At any time before title to the Goods passes to the
Customer, the Supplier may:
11.4.1 by notice in writing, terminate the
Customer’s right under Conditions 11.3.1 and 11.3.2
to resell the Goods or use them in the ordinary
course of its business; and
11.4.2 require the Customer to deliver up all
Goods in its possession that have not been resold,
or irrevocably incorporated into another product and
if the Customer fails to do so promptly, enter any
premises of the Customer or of any third party
where the Goods are stored in order to recover them.

12. PAYMENT
12.1 Each invoice issued by the Supplier to the Customer
shall be in Pounds Sterling (£) unless otherwise agreed in
writing between the Customer and the Supplier.

12.2 Time of payment shall be of the essence of the
Contract. Unless otherwise agreed in writing by the Supplier,
all sums due to the Supplier shall be paid within 30 days of
the date of the invoice.

12.3 If the Customer does not pay the whole sums due,
on the due date, the Supplier may:
12.3.1 suspend delivery of Goods and/or the
performance of the Services under all or any of
the Contracts with the Customer (in the Supplier’s
sole discretion); and/or
12.3.2 charge interest at the rate of four percent
(4%) per annum over the base rate from time to time
of The Bank of England on any overdue account,
accruing on a daily basis, from the day following
that on which payment was due until payment by
way of cleared funds has been received in full.

12.4 No payment shall be deemed to have been received
until the Supplier has received cleared funds.

12.5 All payments payable to the Supplier under the
Contract shall become due immediately upon termination of
this Contract despite any other provision.

12.6 The Customer shall make all payments due under
the Contract without any deduction whether by way of setoff, counterclaim, discount, abatement or otherwise unless:
12.6.1 the Customer has a valid court order
requiring an amount equal to such deduction to be
paid by the Supplier to the Customer; or
12.6.2 the Supplier has consented to such a
deduction in writing.

12.7 The Supplier may, without limiting its other rights
or remedies, set off any amount owing to it by the Customer
against any amount payable by the Supplier to the Customer.

12.8 The Supplier shall be entitled to recover payment
for the Goods notwithstanding that ownership of any of the
Goods has not passed from the Supplier.

13. TERMINATION
13.1 Without limiting its other rights or remedies, each
party may terminate the Contract with immediate effect by
giving written notice to the other party if:
13.1.1 the other party commits a material breach
of its obligations under this Contract and (if such
breach is remediable) fails to remedy that breach
within twenty (20) Working Days after receipt of
notice in writing of the breach; or
13.1.2 the other party suffers an Insolvency Event.
13.2 Without limiting its other rights or remedies, the
Supplier may terminate the Contract:
13.2.1 by giving the Customer one month’s
written notice;
13.2.2 with immediate effect by giving written
notice to the Customer if the Customer fails to pay
any amount due under this Contract on the due date
for payment.

13.3 Without limiting its other rights or remedies, the
Supplier shall have the right to suspend the supply of
Services or all further deliveries of Goods under the Contract
or any other contract between the Customer and the
Supplier if:
13.3.1 the Customer fails to pay any amount due
under this Contract on the due date for payment; or
13.3.2 the Customer becomes subject to, or the
Supplier reasonably believes that the Customer is
about to become subject to, an Insolvency Event.

13.4 On termination of the Contract for any reason:
13.4.1 the Customer shall immediately pay to the
Supplier all of the Supplier’s outstanding unpaid
invoices and interest and, in respect of Goods and/
or Services supplied but for which no invoice has
yet been submitted, the Supplier shall submit an
invoice, which shall be payable by the Customer
immediately on receipt;
13.4.2 the accrued rights and remedies of the
parties as at termination shall not be affected,
including the right to claim damages in respect of
any breach of the Contract which existed at or
before the date of termination or expiry; and
13.4.3 Conditions which expressly or by
implication have effect after termination shall
continue in full force and effect.

14. CONFIDENTIALITY
14.1 A party (the Receiving Party) shall keep in strict
confidence all Confidential Information that has been
disclosed to the Receiving Party by the other party (the
Disclosing Party), its employees, agents or subcontractors,
and any other Confidential Information concerning the
Disclosing Party’s business or its products or its services
which the Receiving Party may obtain.

14.2 The Receiving Party shall restrict disclosure of
such Confidential Information to such of its employees,
agents or subcontractors as need to know it for the purpose
of discharging the Receiving Party’s obligations under the
Contract, and shall ensure that such employees, agents or
subcontractors are subject to obligations of confidentiality
corresponding to those which bind the Receiving Party. This
Condition 14 shall survive termination of the Contract for a
period of 3 years following the agreed termination date.

15. LIMITATION OF SUPPLIER’S LIABILITY
15.1 Nothing in these conditions excludes or limits the
liability of the Supplier:
15.1.1 for death or personal injury caused by the
Supplier’s negligence, or the negligence of its
employees, agents or subcontractors;
15.1.2 for fraud;
15.1.3 for breach of the terms implied by section
12 of the Sale of Goods Act 1979 (title and quiet
possession); and
15.1.4 for any matter which it would be illegal
for the Supplier to exclude or attempt to exclude
its liability.

15.2 The terms implied by sections 12 to 14 of the Sale
of Goods Act 1979 and the terms implied by sections 3 to
5 of the Supply of Goods and Services Act 1982 are, to the
fullest extent permitted by law, excluded from the Contract.
15.3 The Supplier shall not be liable for any loss incurred

by the Customer or in respect of any claim by the Customer
for provision of Goods and/or Services under an Order which
contains inaccurate terms or specifications.

15.4 Except as provided for in Condition 15.1, 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 or damage
whenever or howsoever arising under or in connection with
the Contract, including without limitation loss of profit,
loss of revenue, economic loss, depletion of goodwill and
pecuniary loss of any kind whatsoever.

15.5 Without prejudice to the generality of
Condition 15.4, any implied term, condition or warranty
statutory or otherwise as to the quality of the Goods sold
or their fitness for any particular purpose or as to their
correspondence with any description or sample is hereby
excluded to the fullest extent permitted by law.

15.6 The Supplier shall not be bound by any statement,
promise, warranty or representation given by or made on
its behalf unless specifically stated in writing and expressly
signed stating it is to be incorporated in the Contract.
15.7 Subject to Condition 15.1, the Supplier shall be
under no liability if the Goods and/or the Services are not
paid for by the due date.

15.8 In any event, the Supplier’s entire liability shall be
limited to the price actually paid by the Customer under
the Contract.

15.9 This Condition 15 shall survive termination of
the Contract.

16. ASSIGNMENT
16.1 The Customer shall not be entitled to assign any
Contract or any part of any Contract without the express prior
written consent of the Supplier.

16.2 The Supplier may at any time assign, transfer,
charge, subcontract or deal in any other manner with all or
any of its rights under the Contract and may subcontract or
delegate in any manner any or all of its obligations under the
Contract to any third party and shall be entitled to perform
any obligation under a Contract through its subsidiary,
holding company or a subsidiary of such holding company.

17. WAIVER
17.1 Failure or delay by any party in enforcing or partially
enforcing any provision of the Contract shall not be construed
as a waiver of any of its rights under the Contract.
17.2 Any waiver by a party of any breach of, or any
default under, any provision of the Contract by the other
party shall not be deemed a waiver of any subsequent
breach or default and shall in no way affect the other terms
of the Contract.

18. FORCE MAJEURE
18.1 For the purposes of this contract a force majeure
event (Force Majeure Event) means an event beyond
the reasonable control of the Supplier including but not
limited to acts of God, war, riot, protests, civil commotion,
governmental actions, national emergency, pandemic,
acts of terrorism, malicious damage to plant machinery
or equipment, disruption to or failure of a utility service
or transport network, strikes, lock-outs or other industrial
disputes (whether involving the workforce of the party or
any other party), restraints or delays affecting carriers or
inability or delay in obtaining supplies of adequate or suitable
materials, compliance with any law or governmental order,
rule, regulation or direction, accident, breakdown of plant or
machinery, fire, explosion, flood, storm, default of suppliers or
subcontractors, extreme and/or adverse weather conditions,
trade restrictions or embargos.

18.2 The Supplier reserves the right to defer the date of
delivery or to cancel the Contract or reduce the volume of
the Goods ordered by the Customer (without liability to the
Customer) if it is prevented from or delayed in the carrying on
of its business due to one or more Force Majeure Events.

18.3 Provided that, if the Force Majeure Event in question
continues for a continuous period in excess of 45 days, the
Customer shall be entitled to give notice in writing to the
Supplier to terminate the Contract.

19. DISPUTE RESOLUTION AND CONDUCT OF CLAIMS
19.1 In the event of a dispute or difference arising
between the Parties including, without limitation, the
existence, construction, validity, performance and termination
of the Contract; or where notice of a claim has been given in
accordance with these Conditions (Dispute), the matter shall
be referred by either party to representatives of each party
with authority to settle the Dispute, who shall attempt to
resolve the Dispute within 14 days of referral.

19.2 If the Dispute remains unresolved after 14 days, the
parties shall be referred to directors (or equivalent) or the
parties, who shall attempt to resolve the dispute within 14
days of referral (or such number of days as the parties may
agree in writing).

19.3 Notwithstanding Conditions 19.1 and 19.2, the
Supplier shall at any time at its sole option have the right to
refer any Dispute to any court with competent jurisdiction,
which courts shall have exclusive jurisdiction in relation to
the Dispute.

20. NOTICES
20.1 Any notice or other communication required to be
given to a party under or in connection with this Contract
shall be in writing and shall be delivered to the other party
personally or sent by prepaid first-class post, recorded
delivery or by commercial courier, at its registered office
or its principal place of business as shall be set out in any
document that forms part of this Contract or shall be notified
to the other party, or sent by email to the other party’s email
address, as shall be set out in any document that forms part
of this Contract or shall be notified to the other party.

20.2 Any notice or other communication shall be deemed
to have been duly received:
20.2.1 if delivered personally, when left at such
addressor;
20.2.2 if sent by prepaid first-class post or
recorded delivery, at 10:00 am on the second
Working Day after posting;
20.2.3 if delivered by commercial courier, on the
date and at the time that the courier’s delivery
receipt is signed; or
20.2.4 if sent by email prior to 4pm, at the time
of transmission and otherwise on the next
Working Day.

20.3 This Condition 20.3 shall not apply to the service of
any proceedings or other documents in any legal action.

21. VARIATION
21.1 The Supplier reserves the right to update these
Conditions from time to time. Any revised or updated
versions of these Conditions shall only apply to Orders
placed by the Customer on or after the date on which
written notice of the revised or updated Conditions has been
communicated by the Supplier to the Customer.

21.2 Should the Customer make a request for these
Conditions to be varied, any variation of these Conditions
shall only be effective if expressly agreed by the Supplier
in writing and signed by an individual who has authority to
contract on behalf of the Supplier.

22. SEVERABILITY
22.1 If a court or any other competent authority finds
that any provision of the Contract (or part of any provision)
is invalid, illegal or unenforceable, that provision or partprovision shall, to the extent required, be deemed deleted,
and the validity and enforceability of the other provisions of
the Contract shall not be affected.

22.2 If any invalid, unenforceable or illegal provision of
the Contract would be valid, enforceable and legal if some
part of it were deleted, the provision shall apply with the
minimum modification necessary to make it legal, valid and
enforceable.

23. SEPARATE REMEDIES
Each right or remedy of the Parties under the Contract is
without prejudice to any other right or remedy of the Parties
whether under the Contract or otherwise.

24. THIRD PARTY RIGHTS
A person who is not a party to the Contract shall not have
any rights under or in connection with it.

25. GOVERNING LAW AND JURISDICTION
The formation, existence, construction, performance, validity
and all aspects of the Contract shall be governed by English
law and the parties submit to the non-exclusive jurisdiction
of the English courts