MAGGI & MAGGI U.K. LIMITED
TERMS AND CONDITIONS OF SALE
The Customer’s attention is in particular drawn to the provisions of condition 11.4.
1.1. The definitions and rules of interpretation in this condition apply in these conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Company: means Maggi & Maggi U.K. Limited t/a Maggi Electronics and any of its trading subsidiaries or related companies, and where relevant any sub-contractor of it.
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services.
Delivery Point: the place where delivery of the Goods is to take place under clause 4.
Force Majeure Event: has the meaning given to it in clause 15.
Goods: any goods agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them).
Goods Specification: any specification for the Goods, including any relevant plans or drawings,that is agreed in writing by the Customer and the Company.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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: the Customers’ order for the supply of Goods and/or Services as set out in the Customer’s written acceptance of the Company’s quotation.
Sales Order Confirmation: written acceptance of the Order by the Company.
Services: any services agreed in the Contract to be rendered to the Customer by the Company.
Service Specification: any specification for the Services that is agreed in writing by the Customer and the Company
1.2. 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.
1.3. Words in the singular include the plural and in the plural include the singular.
1.4. A reference to one gender includes a reference to the other gender.
1.5. Clause headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1. The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when the Company issues the Sales Order Confirmation at which point and on which date the Contract shall come into existence (Commencement Date).
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Customer and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Customer’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.8. These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods and /or Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Customer 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.
2.9. The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3.1. The Goods are described in the Goods Specification.
3.2. The Customer shall indemnify the Company 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 the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Company’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3. The Company reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4. DELIVERY OF GOODS
4.1. The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Company reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.2. If the Company requires the Customer to return any packaging material to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense.
4.3. Goods cannot be returned without the Company’s prior written agreement and must be returned in the same condition as when they were delivered to the Customer. The Goods shall be returned to the Company’s place of business at the Customer’s expense, subject to a handling charge of 20%, which shall be immediately due and payable by the Customer.
4.4. The Company in its absolute discretion may provide replacement Goods where Goods have been returned under clause 4.1.3 (Replacements). Insofar as possible, the Replacements will be sent by next day delivery.
4.5. If the Company is providing Replacements, the Customer is under an obligation to return the Goods to be replaced within 14 days of the Company confirming in writing that Replacements will be sent. The Company reserves the right to charge the Customer for the Replacements in the event that the Customer fails to comply with this clause 4.5.
4.6. The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.
4.7. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.8. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that 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.
4.9. 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 the Customer’s failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.10. If the Customer fails to accept or take delivery of the Goods within 5 Business Days of the Company notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Company failure to comply with its obligations under the Contract in respect of the Goods:
a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which the Company notified the Customer that the Goods were ready; and
b) the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.11. If five Business Days after the Company notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.12. The Customer shall not be entitled to reject the Goods if the Company delivers up to and including 5 per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.13. The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. QUALITY OF GOODS
5.1. The Company warrants that on delivery the Goods shall:
a) conform in all material respects with the Goods Specification;
b) be free from material defects in design, material and workmanship; and
c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2. The Customer acknowledges that the Goods shall be designed so as to handle the coins and notes available to the Company at the time of the Order and that upgrades (which are not included in the price) may be necessary from time to time.
5.3. The Customer further acknowledges that while the Company shall use all reasonable endeavours to ensure that the Goods resist fraudulent manipulation, the Company cannot and does not warrant that the Goods will prevent, restrict or resist any fraudulent manipulation or other dishonest practices
5.4. Subject to clause 5.5, if:
a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
b) the Company is given a reasonable opportunity of examining such Goods; and
c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost,
the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.5. The Company shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.24;
b) the defect arises because the Customer failed to follow the Company’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;
c) the defect arises as a result of the Company following any drawing, design or Goods Specification supplied by the Customer;
d) the Customer alters or repairs such Goods without the written consent of the Company;
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.6. Except as provided in this clause 5.6, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.7. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company under clause 5.4.
5.8. No statement, description, warranty, condition, information or recommendation contained in any catalogue, price list, quotation, other agreement, advertisement or communication whether verbally or in writing by the Company or any of its agents or employees shall be construed to enhance, enlarge, vary or override in any way any of the provisions of this Contract.
5.9. Any advice or recommendations given verbally or in writing by the Company or any of its employees or agents to the Customer or its employees or agents in relation to any aspect as to the service or goods supplied or any associated matter is followed or acted upon entirely at the Customer’s own risk and accordingly the Company, and any of its employees or agents shall not be liable for such advice or recommendations given.
6. TITLE AND RISK
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
d) notify the Company immediately if it becomes subject to any of the events listed in clause 13.2.b) to clause 13.2.m); and
e) give the Company such information relating to the Goods as the Company may require from time to time.
6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.2.b) to clause 13.2.m), then, without limiting any other right or remedy the Company may have:
a) the Customer’s right (if any) to resell Goods or use them in the ordinary course of its business ceases immediately; and
b) the Company may at any time:
6.4.b.1. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
6.4.b.2. 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
7.1. The Company shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2. The Company shall use all reasonable endeavours to meet any performance dates for the Services specified but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
7.4. The Company warrants to the Customer that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Contract.
7.5. The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.
7.6. The Company makes no representation as to the benefit to the Customer arising out of the provision of the Services and there is neither expressed nor shall there be implied into the Contract any conditions or warranties as to the same.
7.7. The Customer agrees to indemnify the Company in respect of all claims, costs, damages, loss or other charges falling upon the Company as a result of the negligent act or omission of the Customer or any of its servants or agents.
7.8. The Company shall not consider any claim made against it in respect of any alleged failure or default in the provision or Services unless the Customer notified the Company within seven days of the relevant failure. The Company’s liability in such circumstances shall be limited to the cost of rectifying the failure or the net price at which the Service is provided to the Customer, whichever is the lesser.
7.9. If the Company shall be prevented or hindered from supplying the Service or any part thereof by any circumstances beyond its reasonable control performance of the Contract shall be suspended for so long as the Company is so prevented or hindered provided that if the performance of the Contract shall be suspended for more than six consecutive calendar months the Company shall be entitled by notice in writing to the Customer forthwith to terminate the Contract or cancel any outstanding part thereof and in such circumstances the Customer shall pay for all the Services supplied to the actual date of such termination. The Company shall not have any liability to the Customer for any direct or consequential loss or damage suffered by the Customer as a result of the Company’s inability to perform its obligations under the Contract in these circumstances mentioned above.
8. CUSTOMER’S OBLIGATIONS
8.1. The Customer shall:
a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
b) co-operate with the Company in all matters relating to the Services;
c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
d) provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
e) prepare the Customer’s premises for the supply of the Services;
f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
g) keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Customer’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and
8.2. If the Company’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
a) the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services 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 Company’s performance of any of its obligations;
b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
c) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
9.1. The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Company’s published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
9.2. The charges for Services shall be on a time and materials basis:
a) the charges shall be calculated in accordance with the Company’s standard daily fee rates, as set out in the Sales Order Confirmation;
b) the Company’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 4:45 pm worked on Business Days;
c) the Company shall be entitled to charge an overtime rate of 50% per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2.b); and
d) the Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
9.3. The Company reserves the right to:
a) increase its standard charges for the Services, provided that such charges cannot be increased more than once in any 6 month period. The Company will give the Customer written notice of any such increase one month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Company in writing within two weeks of the date of the Company’s notice and the Company shall have the right without limiting its other rights or remedies to terminate the Contract by giving written notice to the Customer; and
b) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:
9.3.b.1. any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.3.b.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
9.3.b.3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods.
9.4. In respect of Goods, the Company shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Company shall invoice the Customer monthly in arrear.
9.5. The Customer shall pay each invoice submitted by the Company:
a) within 30 days of the date of the invoice; and
b) in full and in cleared funds to a bank account nominated in writing by the Company, and
c) time for payment shall be of the essence of the Contract.
9.6. 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 Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.7. If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above 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 Customer shall pay the interest together with the overdue amount.
9.8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
9.9. In the case for an order for delivery outside of the United Kingdom the Customer shall be liable for all charges, levies, taxes and other costs in respect of the delivery of the Goods and in particular the Customer shall be liable for all customs, exportation and importation dutues chargeable in respect of the goods.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
10.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Customer.
10.3. All Company Materials are the exclusive property of the Company.
11.1. A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11.1 shall survive termination of the Contract.
12. LIMITATION OF LIABILITY
12.1. Nothing in these conditions excludes or limits the liability of the Company:
a) for death or personal injury caused by the Company’s negligence; or
b) under section 2(3), Consumer Protection Act 1987; or
c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
d) for fraud or fraudulent misrepresentation.
12.2. Subject to clause 13.1:
a) 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
b) the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill 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.
12.3. The terms implied by sections 13 to 15 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.
12.4. This clause 13 shall survive termination of the Contract.
13.1. Without limiting its other rights or remedies the Company may terminate the Contract by giving the Customer not less than one month’s written notice.
13.2. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
a) the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;
b) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
e) the Customer (being an individual) is the subject of a bankruptcy petition or order;
f) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);
h) the holder of a qualifying charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
j) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.b) to clause 13.2.i) (inclusive);
k) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
l) the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
m) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.3. Without limiting its other rights or remedies, the Company may terminate the Contract 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.
13.4. Without limiting its other rights or remedies, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.2.b) to clause 13.2.m), or the Company reasonably believes that the Customer is about to become subject to any of them.
13.5. On termination of the Contract for any reason:
a) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
b) the Customer shall return all of the Company Materials. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
c) 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
d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. FORCE MAJEURE
14.1. 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 Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, 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, provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
15.1. Assignment and other dealings.
a) The Company may at any time assign, transfer, mortgage, 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.
b) The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.2.1; if sent by pre-paid first class post or other next working day delivery service, at [9.00 am] on the [second] Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5. No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.6. Third parties.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
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 Company.
15.8. Governing law.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).