Conditions of Sale
The definitions and rules of interpretation in this condition apply in these conditions.
|Any person, firm or company who purchases the Goods from the company and whose purchase order has been accepted by the Company.
|Alphabond Technologies Ltd bearing Company Number 09325731 or any associated or subsidiary company or partnership or agent authorised by them.
|A contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
|The delivery location agreed between the Company and the Buyer.
|Any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
The definitions and rules of interpretation in this condition apply in these conditions.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. Words in the singular include the plural and in the plural include the singular. A reference to one gender includes a reference to the other gender. Condition headings do not affect the interpretation of these conditions.
3. APPLICATION OF TERMS
|Subject to any variation under condition 3.3.3 the Contract shall be on these conditions together with any conditions specified by the Company on the Company’s quotations to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
|No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
|These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
|Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
|The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
|The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.
|All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.
|Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice or otherwise. If no dates are so specified, delivery shall be within a reasonable time.
|Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract.
|Where the Goods delivered are damaged or their quantum does not conform with the sale description the Buyer shall intimate this fact by a written notice to the Carrier and the Company within a period of two (2) days from the date of delivery.
|If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); the Goods shall be deemed to have been delivered and payment due in full; and the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage, redelivery and insurance).
|The Company may deliver the Goods by separate instalments. Each separate instalment may be delivered and invoiced separately and paid for in accordance with the provisions of the Contract.
|Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
|Postponement of delivery is possible upon an official representation being made to the Company regarding this but it is clarified that the Company is not bound to comply with this request and such request, subsequent its acceptance by the Company, is subject to additional costs/charges as discussed between the Company and the Buyer.
|If the Buyer purports to cancel the Contract once the Goods have been despatched or refuses to accept delivery of the Goods, the Buyer shall be liable for the full price payable under the Contract.
|The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
|The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the nondelivery within 3 days of the date when the Goods would in the ordinary course of events have been received.
|Any liability of the Company for non-delivery of the Goods shall be limited to either replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such at the absolute discretion of the Company.
|Where the Buyer has refused or failed to accept delivery of the Goods the Company may re-sell the Goods without any prior notice of re-sale to the Buyer however the Buyer shall be liable to the Company to pay for the loss and any consequential damages suffered by the Company which was occasioned by such refusal or failure to accept the Goods.
|If the Goods are delivered to the Buyer but the Buyer decides they do not want them the Company may without prejudice to any other remedies it may have in law and without obligation so to do allow the Buyer to return the Goods and will issue a credit note at the contract rate against the invoice raised for the Goods less 20% for administration costs.
|Any credit note will only be issued once the Goods have been returned at the Buyer’s expense to the Company’s place of business in the same condition as they were on delivery, with the Company’s original Goods note number clearly marked by the Buyer with the authority of the Company.
|The Goods are at the risk of the Buyer from the time of delivery.
|Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.
|Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as the Company’s bailee; store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property; not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
|The Buyer may resell the Goods before ownership has passed to it solely on providing any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
|The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or (being a body corporate) enters into liquidation (whether voluntary or compulsory) or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or the Buyer encumbers or in any way charges any of the Goods.
|The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
|The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
|Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
|On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 7 shall remain in effect.
|Any prices or sums stated by the Company to the Buyer in the Quotation are valid for the time period specified in the Quotation itself.
|Unless otherwise agreed by the Company in writing, the price for the Goods and any samples supplied to the Buyer shall be the price set out in the Company’s written quotation which is valid on the date of delivery or deemed delivery or if the written quotation has elapsed such other price as the Company shall from time to time determine.
|The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, delivery carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
|In addition to 8.3 above, for goods delivered outside of the UK, any import tax applicable to the destination country shall be payable by the customer.
|Subject to condition 9.4, payment of the price for the Goods is due in pounds sterling within 30 days of the end of the month of delivery unless otherwise agreed in writing by the Company.
|Time for payment shall be of the essence.
|No payment shall be deemed to have been received until the Company has received cleared funds.
|All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
|The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise and the Company reserves the right to claim security for payment before delivering any Goods to the Buyer.
|The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
|If the Buyer is a limited liability company or a limited liability partnership the Company reserves the right to make the performance of the Company’s obligations under the contract conditional upon receiving a director’s or member’s personal guarantee for any sums due under any contract for the sale of Goods.
|If the Buyer is in default with a payment or any part payment due under any Contract with the Company for more than 7 days, the Company shall be entitled to accelerate the settlement of the entire residual contract price for any contracts made between the Company and the Buyer for immediate payment, notwithstanding any other terms for payment the Buyer may have previously agreed with the Company.
|The entire residual contract price for all contracts between the Company and the Buyer shall immediately fall due for payment if the Buyer’s financial soundness deteriorates as determined by the Company and or on the occurrence of any of the events listed in clause 7.5.
|Where clause 10.1 applies to a contract, the Company will immediately be entitled to withdraw from any Contract.
|The Company warrants that Goods at the time of delivery shall correspond with the technical specifications of the Goods. These technical specifications are available from the Company in the form of a Certificate of Analysis or a Certificate of Conformity made available upon a request made by the Buyer to the Company and in the event the Goods do not correspond with such specifications at the time of delivery or subsequent to it, the Company shall either remove the defects, replace the Goods or issue a full refund of the invoiced amount provided the Buyer exercises his right of inspection at the time of delivery or within a reasonable time and in any case not later than thirty (30) business days from the date of delivery and intimates within the aforementioned period by a written notice to the Company of the same and furthermore affords the Company reasonable opportunity to inspect such Goods.
|It is clarified that due to varied applications for which the Goods may be used, the Company expressly excludes all conditions and warranties, express or implied pertaining to suitability or fitness of the Goods for use in any particular application. The liability of the Company is only limited to the fact that the Goods shall conform with the Certificate of Analysis or Certificate of Conformity which is made available upon a request made by the Buyer to the Company.
|The onus of inspection of the Goods to ensure that they remain fit for purpose and that they conform to the specifications mentioned in the Certificate of Analysis or Certificate of Conformity lies entirely upon the Buyer which the Buyer shall endeavour to accomplish at the time of delivery of Goods or within a reasonable time and in any case not later than thirty (30) business days from the date of delivery of Goods.
|No liability causing loss or damage shall be accepted by the Company which arises from any failure of the Buyer to comply with the directions/recommendations of storage of the Goods or of any other incorrect and inappropriate usage of the Goods as specified in the Certificate of Analysis or Certificate of Conformity and in the Safety Data Sheet.
|Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company where possible.
|To the extent permitted by law the Company gives no warranty that the Goods are fit for any particular purpose.
|The Company shall not be liable for any loss or damage suffered by the Buyer resulting from either the Buyer complying with or failing to comply with any user instructions marked on the Goods, or instructions, data or other information set out on any data sheet, material safety sheet or any other user instruction sheet in respect of the Goods.
12. LIMITATION OF LIABILITY
|Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of these conditions; any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
|All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
|Implications made by virtue of Section 14 of the Sale of Goods Act of 1979 are excluded from the contract to the extent which is permissible by law.
|Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence; or under section 2(3), Consumer Protection Act 1987; or for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
|Subject to condition 12.2 and condition 12.3 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price and the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
|The Company reserves the right in its absolute discretion (irrespective of whether the Buyer has entered into any form of resale agreement with a third party) to terminate the Contract without notice and or refuse, limit or revoke the amount of any credit facilities provided to the Buyer without prejudice to the rights of the Company for any antecedent breach of the Contract by the Buyer. The Company shall not be liable for any loss or damage unless written notification is given to the Company by the Buyer within 3 days of delivery.
|Without prejudice to any other terms of this clause 9 the Company shall not be liable for any loss or damage suffered by the Buyer as a result or either the assistance made to it by the Company or the Buyer’s failure Buyer to avail itself of any assistance offered to it by the Company for the purpose of testing the suitability of the Goods for any particular purpose.
|The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
|The Buyer may not at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without prior written consent of the Company.
14. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of any part of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, laws or actions of governments or public authorities, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic or other civil emergency situation (including Covid-19), lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. For the avoidance of doubt governmental actions shall include all direct and indirect consequences of the withdrawal of the United Kingdom from the European Union.
|Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
|If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
|Failure or delay by the Company 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.
|Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be effective unless the Company has expressed in writing that such breach or default is waived and this shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
|The contents of this contract and any communication between the Company and the Buyer are to be treated as confidential in nature and should in no case be disclosed to any third party or stranger to the contract without prior written consent of both parties to this contract.
|Nothing in this contract shall be deemed to confer upon the Buyer the right to use trade mark of the Company or infringe any patent or copyright and the Buyer consents to indemnify and keep indemnified the Company against all or any such claims and against all costs, damages and expenses incurred by or recovered against the Company in respect of any such claims.
|The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
|The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post to the last known address of the respective party as set out on that party’s correspondence. Communications shall be deemed to have been received if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or if delivered by hand, on the day of delivery.
Last Amended 19 August 2022
Conditions of Purchase
|a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
|the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.
|the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.
|Alphabond Technologies Limited (registered in England and Wales with company number 09325731).
|the date specified in the Order, or, if none is specified, within 28 days of the date of the Order.
|the address for delivery of Goods as set out in the Order or, if no address for delivery is set out in the Order, the Customer’s third party warehouse.
|the goods (or any part of them) set out in the Order.
|the Customer's order for the Goods, as set in the Customer's purchase order form, the Customer’s written acceptance of the Supplier's quotation, or overleaf, as the case may be.
|any specification for the Goods, including any related performance parameters which are agreed in writing by the Customer and the Supplier.
|the person or firm from whom the Customer purchases the Goods.
|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;
|any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
|a reference to writing or written includes faxes and emails.
2. BASIS OF CONTRACT
|These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
|The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
The Order shall be deemed to be accepted on the earlier of:
|The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
3. THE GOODS
The Supplier shall ensure that the Goods shall:
|The Supplier shall ensure that the Customer is advised of any changes in the Specification, sourcing of ingredients used in the Goods or any other changes to the Goods (Modified Goods) before supplying those Modified Goods. Upon request by the Customer, the Supplier shall provide the Customer with a sample of the Modified Goods in such quantity as the Customer may reasonably require in order for the Customer to trial the Modified Goods under live production conditions.
|The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
|Without prejudice to clause 3.1, where the Supplier is not the manufacturer of the Products, the Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier.
|The Customer may inspect and test the Goods at any time before delivery and, upon request, the Supplier shall provide to the Customer a certificate of analysis in such form as the Customer reasonably requests for the Goods and a standard sample of the Goods. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
|If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
The Supplier shall ensure that the Goods shall:
The Supplier shall deliver the Goods:
|Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
If the Supplier:
|The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.
If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following remedies:
|If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above the 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 defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.
|These Conditions shall apply to any repaired, reworked or replacement Goods supplied by the Supplier.
|The Customer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
6. TITLE AND RISK
Title and risk in the Goods shall pass to the Customer on completion of delivery.
7. PRICE AND PAYMENT
|Subject always to clause 7.2, the price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price current at the last occasion of supply or if no previous supply such price as the parties may agree.
|In the event that the Customer is or will become liable to pay any customs, import or other duties in respect of any supply of Goods (Duties), the Supplier shall reduce the price of the Goods in question to offset the Duties to ensure that the total amount payable by the Customer is no more than the amount the Customer would have paid had no Duties been payable in respect of the supply.
|The price of the Goods is exclusive in respect of value added tax (VAT), but includes the costs of packaging, insurance, Duties and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer.
|The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer's order number, the Supplier's VAT registration number, and any supporting documents that the Customer may reasonably require.
|The Customer shall pay correctly rendered invoices within 60 days following the end of the month of supply, or as otherwise agreed in writing. Payment shall be made to the bank account nominated in writing by the Supplier.
|The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.
|The Supplier shall notify the Customer in writing of any price increase of any goods supplied or intended to be supplied by the Supplier (Price Increase Notice).
|Any Price Increase Notice shall be given by the Supplier to the Customer at least 90 days prior to any price increase of any goods supplied or intended to be supplied by the Supplier taking effect.
|In the event that the Price Increase Notice is not given at least 90 days prior to any price increase of any goods supplied or intended to be supplied by the Supplier taking effect, the price of such goods shall be the price as on the last occasion of the supply of such goods to the Customer. For the avoidance of doubt, no price increase in respect of such goods shall be effective until 90 days after a Price Increase Notice in respect of such goods is given.
|The Supplier undertakes to the Customer that the Supplier shall not at any time supply or make available for sale any goods to any person at a price that is less than the price at which such goods are supplied or made available for sale by the Supplier to the Customer.
|In the event that goods are supplied or made available for sale by the Supplier to any person at a price that is less than the price at which such goods are supplied or made available for sale to the Customer, the Supplier shall upon demand by the Customer pay to the Customer an amount equal to the saving the Customer would have realised had all supplies of the goods in question by the Supplier to the Customer in the five year period prior to the date of the Customer’s demand been made at the lower price. At the Customer’s option, the Customer may request that any amount owed by the Supplier to the Customer pursuant to this clause is issued to the Customer in the form of a credit note or is set off against future orders made by the Customer.
|Conditions 7.6 to 7.12 (inclusive) apply to any contract between the Supplier and the Customer from time to time, including this Contract, to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
8. CUSTOMER MATERIALS
The Supplier acknowledges that all materials and Specifications, and data supplied, by the Customer to the Supplier (Customer Materials) and all rights in the Customer material are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials insured and in safe custody at its own risk, , maintain them in good condition until returned to the Customer and shall provide the Customer with access to inspect any Customer Materials in the Supplier’s possession upon reasonable request, and not dispose or use the same other than in accordance with the Customer's written instructions or authorisation.
The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
|This clause 9 shall survive termination of the Contract.
During the term of the Contract and for a period of 3 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance, public liability insurance and products guarantee, pecuniary loss and product recall insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
|A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors shall keep such information confidential. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
|If the parties have entered into a separate non-disclosure agreement, should there be any conflict between this clause 11 and the terms of the non-disclosure agreement, the terms of the non-disclosure agreement shall prevail.
|This clause 11 shall survive termination of the Contract.
12. COMPLIANCE WITH RELEVANT LAWS AND POLICIES
|In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force under English law.
|The Customer may immediately terminate the Contract for any breach of clause 12.
|The Customer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
|Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
14. FORCE MAJEURE
|The Customer shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control including, without limitation, any flood, drought, earthquake or other natural disaster, any epidemic, pandemic or other civil emergency situation (including Covid-19) or any law or action taken by any government or public authority, including without limitation imposing any export or import restriction, quota, prohibition or other restriction affecting trade (Force Majeure Event). If the period of delay or non-performance continues for not less than 14 days, the Supplier may terminate the Contract immediately by giving written notice to the Customer.
|If the Supplier is delayed in performing or fails to perform any of its obligations under the Contract as a result of a Force Majeure Event and such period of delay or non-performance continues for not less than 14 days, the Customer may terminate the Contract immediately by giving written notice to the Supplier.
Assignment and other dealings
|Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
|Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
|Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.
Waiver. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
|Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
|Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms.
|Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.